Form 8-K - Current report


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

	FORM	8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)		January 9, 2024


Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)


Delaware	001-32641	20-3068069
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 Westwood Place,

Suite 400,

Brentwood,

Tennessee

37027

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(615)

221-2250

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	BKD	New York Stock Exchange
7.00% Tangible Equity Units	BKDT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 9, 2024, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its consolidated occupancy for December 2023 and certain other information regarding the quarter ended December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered "filed" or incorporated by reference therein.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 of this report is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated January 9, 2024

104 Cover Page interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROOKDALE SENIOR LIVING INC.

Date:

January 9, 2024

By:

/s/ Dawn L. Kussow

Name:

Dawn L. Kussow

Title:

Executive Vice President and Chief Financial Officer

Exhibit 99.1 Brookdale Reports December 2023 Occupancy Nashville, Tenn., January 9, 2024 – Brookdale Senior Living Inc. (NYSE: BKD) reported today its consolidated occupancy for December 2023. 2022 2023 Occupancy Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Wtd. avg. 77.0% 76.6% 76.3% 76.1% 76.2% 76.6% 76.8% 77.1% 77.6% 78.2% 78.6% 78.4% 78.3% Month end 78.1% 77.6% 77.4% 77.6% 77.6% 78.1% 78.2% 78.5% 79.3% 79.7% 79.5% 79.6% 79.3% December 2023 Observations:  Fourth quarter 2023 weighted average occupancy increased 80 basis points compared to the third quarter 2023 to 78.4%.  Achieved twenty-six consecutive months of year-over-year weighted average occupancy growth.  December’s weighted average occupancy increased 130 basis points year-over-year, and grew nearly 900 basis points since the start of the recovery in March 2021. About Brookdale Senior Living Brookdale Senior Living Inc. is the nation’s premier operator of senior living communities. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities. Through its comprehensive network, Brookdale helps to provide seniors with care, connection, and services in an environment that feels like home. The Company’s expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, make new friends, and stay connected with loved ones. Brookdale, through its affiliates, operates and manages 652 communities in 41 states as of December 31, 2023, with the ability to serve approximatley 59,000 residents. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or YouTube. Jessica Hazel, VP Investor Relations • 615-564-8104 • email: Jessica.hazel@brookdale.com 70% 75% 80% Dec 2022 Jan 2023 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Average for Month Month end Wtd. Avg. 4Q 2023 78.4% 3Q 2023 77.6% 2Q 2023 76.5% 1Q 2023 76.3% 4Q 2022 77.1% 3Q 2022 76.4% 2Q 2022 74.6% 1Q 2022 73.4% 4Q 2021 73.5% 3Q 2021 72.5% 2Q 2021 70.5% 1Q 2021 69.6% Brookdale’s Consolidated Occupancy

Document and Entity Information Document	Jan. 09, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 09, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32641
Entity Tax Identification Number	20-3068069
Entity Address, Address Line One	111 Westwood Place,
Entity Address, Address Line Two	Suite 400,
Entity Address, City or Town	Brentwood,
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	(615)
Local Phone Number	221-2250
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Registrant Name	Brookdale Senior Living Inc.
Entity Central Index Key	0001332349
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value Per Share
Trading Symbol	BKD
Security Exchange Name	NYSE
Tangible Equity Units, 7.00%
Document Information [Line Items]
Title of 12(b) Security	7.00% Tangible Equity Units
Trading Symbol	BKDT
Security Exchange Name	NYSE