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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM8-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)August 8, 2024
Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3264120-3068069
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
111 Westwood Place,Suite 400,Brentwood,Tennessee37027
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareBKDNew York Stock Exchange
7.00% Tangible Equity UnitsBKDTNew 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 August 8, 2024, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its second quarter 2024 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.

Supplemental information related to the Company's second quarter 2024 results is furnished herewith as Exhibit 99.2.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibits 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



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:August 8, 2024By:/s/ Chad C. White
Name:Chad C. White
Title:Executive Vice President, General Counsel and Secretary




Exhibit 99.1
logo2a10a.jpg

Brookdale Announces Second Quarter 2024 Results

Nashville, Tenn., August 8, 2024 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter ended June 30, 2024.

HIGHLIGHTS

•Second quarter consolidated revenue per available unit (RevPAR) increased 6.4% over the prior year quarter.
•Second quarter consolidated weighted average occupancy grew 160 basis points over the prior year quarter representing a continuation of better than pre-pandemic growth trends.
•Same community operating margin, when excluding prior period grant income, increased 160 basis points over the prior year second quarter on 6.0% revenue growth and 3.6% facility operating expense growth.
•Delivered meaningful improvements in both leadership retention and associate turnover.

“Thanks to our incredible leadership teams and passionate associates, we are making meaningful progress in key areas that support the ongoing and future success of our communities,” said Lucinda ("Cindy") Baier, Brookdale’s President and CEO. “We have demonstrated powerful positive progress toward full recovery from the impact of the pandemic, and with each quarter, we have and are continuing to deliver sustainable growth while building a significant runway for future revenue and operating income increases. Through careful and deliberate decisions and focused execution, we are strengthening Brookdale’s foundation to create lasting benefits for our residents, associates, and shareholders for decades to come.”

SUMMARY OF SECOND QUARTER FINANCIAL RESULTS

Consolidated summary of operating results and metrics:

Year-Over-Year
Increase / (Decrease)		Sequential
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)2Q 20242Q 2023AmountPercent1Q 2024AmountPercent
Resident fees$739.7$710.2$29.54.2%$744.2$(4.5)(0.6)%
Facility operating expense537.5531.16.41.2%542.6(5.1)(0.9)%
Cash facility operating lease payments64.462.12.33.8%64.6(0.2)(0.2)%
Net income (loss)(37.7)(4.5)33.2NM(29.6)8.127.6%
Adjusted EBITDA (1)
97.881.416.420.2%97.60.20.2%
RevPAR$4,835$4,544$2916.4%$4,854$(19)(0.4)%
Weighted average occupancy78.1%76.5%160 bpsn/a77.9%20 bpsn/a
RevPOR$6,193$5,939$2544.3%$6,228$(35)(0.6)%

(1)    Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. See "Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure, and other important information regarding the use of the Company's non-GAAP financial measures.


Page 1


Same community(2) summary of operating results and metrics:

Year-Over-Year
Increase / (Decrease)		Sequential Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)2Q 20242Q 2023AmountPercent1Q 2024AmountPercent
Resident fees$725.9$685.1$40.86.0%$729.1$(3.2)(0.4)%
Facility operating expense$527.1$508.5$18.63.6%$527.7$(0.6)(0.1)%
RevPAR$4,826$4,556$2705.9%$4,849$(23)(0.5)%
Weighted average occupancy78.1%76.8%130 bpsn/a78.0%10 bpsn/a
RevPOR$6,177$5,934$2434.1%$6,218$(41)(0.7)%

(2)    The same community senior housing portfolio includes operating results and data for 611 communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. To aid in comparability, same community operating results exclude natural disaster expense.

Recent consolidated occupancy trend:

2023
JanFebMarAprMayJunJulAugSepOctNovDec
Weighted average76.6 %76.3 %76.1 %76.2 %76.6 %76.8 %77.1 %77.6 %78.2 %78.6 %78.4 %78.3 %
Month end77.6 %77.4 %77.6 %77.6 %78.1 %78.2 %78.5 %79.3 %79.7 %79.5 %79.6 %79.3 %
2024
JanFebMarAprMayJunJul
Weighted average78.0 %77.9 %77.9 %77.9 %78.1 %78.2 %78.6 %
Month end79.3 %79.2 %79.1 %79.2 %79.5 %79.7 %79.9 %

OVERVIEW OF SECOND QUARTER RESULTS

•Resident fees.
•2Q 2024 vs 2Q 2023:
◦Resident fees increased primarily due to the increases in RevPOR and occupancy, partially offset by the disposition of communities, primarily through lease terminations, since the beginning of the prior year period, which resulted in $14.4 million less in resident fees during the second quarter of 2024.
◦The increase in RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024.
◦The increase in occupancy primarily reflects the impact of the Company's execution on key initiatives to rebuild occupancy lost due to the pandemic.
•2Q 2024 vs 1Q 2024:
◦Resident fees decreased primarily due to the decrease in RevPOR, due to an occupancy mix shift to more independent living residents and lower skilled nursing revenue, and the disposition of owned communities since the beginning of the prior period, which resulted in $1.6 million less in resident fees during the second quarter of 2024.
◦The decrease was partially offset by the 20 basis point increase in weighted average occupancy, an improvement from normal pre-pandemic seasonality trends.

•Facility operating expense.
•2Q 2024 vs 2Q 2023:
◦The increase in facility operating expense was primarily due to broad inflationary pressure and an increase in estimated insurance expense.
◦These increases were partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $12.8 million less in facility operating expense during the second quarter of 2024, and by a decrease in the use of premium labor, primarily contract labor, and a decrease in estimated incentive compensation costs.
•2Q 2024 vs 1Q 2024:
◦The decrease in facility operating expense was primarily due to decreases in property repair expense primarily as a result of severe weather events in the prior period.
◦Additionally, the disposition of communities since the beginning of the prior period resulted in $1.5 million less in facility operating expense during the second quarter of 2024.
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•Cash facility operating lease payments: The increase compared to the second quarter of 2023 was primarily due to a change in classification of lease payments as cash facility operating lease payments as a result of lease amendments in the prior year period.

•Net income (loss).
•2Q 2024 vs 2Q 2023: The increase in net loss was primarily due to a $36.3 million gain on sale of communities, net recognized during the three months ended June 30, 2023 for the sale of the Company's one remaining entrance fee community and the increase in facility operating expense, partially offset by the increase in resident fees.
•2Q 2024 vs 1Q 2024: The increase in net loss was primarily due to an increase in the fair value of interest rate derivatives in the prior period and a decrease in property insurance recoveries.

•Adjusted EBITDA: The increase compared to the second quarter of 2023 was primarily due to the increase in resident fees partially offset by the increase in facility operating expense, a $4.1 million decrease in other operating income for state government grants recognized during the prior year period, and the change in classification of $2.5 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments in the prior year period.

LIQUIDITY

Year-Over-Year
Increase / (Decrease)		Sequential
Increase / (Decrease)
($ in millions)2Q 20242Q 2023Amount1Q 2024Amount
Net cash provided by (used in) operating activities$55.7 $63.8 $(8.1)$(1.1)$56.8 
Non-development capital expenditures, net52.3 64.8 (12.5)50.6 1.7 
Adjusted Free Cash Flow (3)
(5.5)(7.5)2.0 (26.3)20.8 

(3)    Adjusted Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. See "Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure, and other important information regarding the use of the Company's non-GAAP financial measures.

•Net cash provided by (used in) operating activities.
•2Q 2024 vs 2Q 2023: The decrease in net cash provided by operating activities was primarily due to a decrease in cash received associated with government grants and credits, other changes in working capital, and the increase in facility operating expense, partially offset by the increase in resident fees.
•2Q 2024 vs 1Q 2024: The change in net cash provided by (used in) operating activities was primarily due to decreases in payments under the Company's annual and long-term incentive compensation programs and annual insurance premium payments made in the first quarter of 2024.

•Non-development capital expenditures, net: The decrease compared to the second quarter of 2023 in non-development capital expenditures, net of lessor reimbursements, was primarily due to a decrease in remediation costs at the Company's communities resulting from natural disasters.

•Adjusted Free Cash Flow.
•2Q 2024 vs 2Q 2023: The change in Adjusted Free Cash Flow was primarily due to the decrease in non-development capital expenditures, net, partially offset by the decrease in net cash provided by operating activities and a decrease in property insurance proceeds.
•2Q 2024 vs 1Q 2024: The change in Adjusted Free Cash Flow was primarily due to the change in net cash provided by (used in) operating activities, excluding $30.9 million of changes in prepaid property insurance premiums financed with notes payable, partially offset by a decrease in property insurance proceeds.

•Total liquidity. Total liquidity of $345.8 million as of June 30, 2024 included $290.0 million of unrestricted cash and cash equivalents, $19.7 million of marketable securities, and $36.1 million of availability on the Company's secured credit facility. Total liquidity as of June 30, 2024 decreased $9.2 million from March 31, 2024, primarily due to repayments of $9.7 million of mortgage debt and negative Adjusted Free Cash Flow, partially offset by $6.2 million of net proceeds from the sale of three communities.




Page 3


TRANSACTION UPDATE

Subsequent to the three months ended June 30, 2024, the Company and Omega Healthcare Investors, Inc. ("Omega") amended the existing master lease pursuant to which the Company continues to lease 24 communities (2,555 units) from Omega. The Company's amended master lease has an initial term to expire on December 31, 2037. As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037. The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028. With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%. The $50.0 million will be available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease. Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance.

2024 OUTLOOK

For the third quarter 2024, the Company is providing the following guidance:

Third Quarter 2024 Guidance
RevPAR year-over-year growth
6.25% - 6.75%
Adjusted EBITDA$90 million to $95 million

In the aggregate, the Company expects its full-year 2024 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $180.0 million.

This guidance excludes future acquisition or disposition activity. Reconciliation of the non-GAAP financial measure included in the foregoing guidance to the most comparable GAAP financial measure is not available without unreasonable effort due to the inherent difficulty in forecasting the timing or amounts of items required to reconcile Adjusted EBITDA from the Company's net income (loss). Variability in the timing or amounts of items required to reconcile the measure may have a significant impact on the Company's future GAAP results.

SUPPLEMENTAL INFORMATION

The Company will post on its website at brookdaleinvestors.com supplemental information relating to the Company's second quarter results, an updated investor presentation, and a copy of this earnings release. The supplemental information and a copy of this earnings release will also be furnished in a Form 8-K to be filed with the SEC.

EARNINGS CONFERENCE CALL

Brookdale's management will conduct a conference call to discuss the financial results for the second quarter on August 9, 2024 at 9:00 AM ET. The conference call can be accessed by dialing (833) 470-1428 (from within the U.S.) or (929) 526-1599 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the access code "007240".

A webcast of the conference call will be available to the public on a listen-only basis at brookdaleinvestors.com. Please allow extra time before the call to download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website following the call.

For those who cannot listen to the live call, a replay of the webcast will be available until 11:59 PM ET on August 16, 2024 by dialing (866) 813-9403 (from within the U.S.) or +44 (204) 525-0658 (from outside of the U.S.) and referencing access code "520218".

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 649 communities in 41 states as of June 30, 2024, with the ability to serve approximately 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 at facebook.com/brookdaleseniorliving or YouTube at youtube.com/BrookdaleLiving.
Page 4


DEFINITIONS OF REVPAR AND REVPOR

RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.

RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.

Page 5


SAFE HARBOR
Certain statements in this press release and the associated earnings call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the Company's expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; terminations of the Company's resident agreements and vacancies in the living spaces it leases; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company's ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on the Company's strategic priorities and their effect on its results; the impacts of the COVID-19 pandemic, including on the nation's economy and debt and equity markets and the local economies in our markets, and on us and our business, results of operations, cash flow, revenue, expenses, liquidity, and our strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the pace and consistency of recovery from the pandemic and any resurgence or variants of the disease; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of the Company's communities that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the Company's ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company's debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of the Company's indebtedness and long-term leases on the Company's liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company's debt obligations; the Company's ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates (including due to general labor market conditions), wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or its failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on the Company and the Company's business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, geopolitical tensions or conflicts, and uncertainty surrounding federal elections; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release and/or associated earnings call. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release and/or associated earnings call to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
Page 6


Condensed Consolidated Statements of Operations
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands, except per share data)2024202320242023
Resident fees$739,709 $710,161 $1,483,950 $1,423,565 
Management fees2,616 2,510 5,234 5,087 
Reimbursed costs incurred on behalf of managed communities35,216 33,999 71,188 68,953 
Other operating income— 4,122 — 6,450 
Total revenue and other operating income 777,541 750,792 1,560,372 1,504,055 
Facility operating expense (excluding facility depreciation and amortization of $81,706, $77,846, $161,610, and $157,163, respectively)
537,507 531,118 1,080,057 1,061,925 
General and administrative expense (including non-cash stock-based compensation expense of $3,975, $2,969, $7,248, and $6,073, respectively)
46,664 45,326 92,396 93,945 
Facility operating lease expense50,964 50,512 102,460 96,639 
Depreciation and amortization88,028 84,448 174,155 169,382 
Asset impairment— 520 1,708 520 
Loss (gain) on sale of communities, net— (36,296)— (36,296)
Costs incurred on behalf of managed communities35,216 33,999 71,188 68,953 
Income (loss) from operations19,162 41,165 38,408 48,987 
Interest income4,714 6,115 9,492 11,441 
Interest expense:
Debt(53,778)(52,256)(107,234)(102,571)
Financing lease obligations(5,110)(5,453)(10,171)(12,005)
Amortization of deferred financing costs(2,334)(1,899)(4,591)(3,839)
Change in fair value of derivatives(345)5,173 2,742 4,269 
Equity in earnings (loss) of unconsolidated ventures— (1,153)— (1,730)
Non-operating gain (loss) on sale of assets, net199 860 903 860 
Other non-operating income (loss)199 3,197 3,537 6,346 
Income (loss) before income taxes(37,293)(4,251)(66,914)(48,242)
Benefit (provision) for income taxes(449)(275)(409)(847)
Net income (loss)(37,742)(4,526)(67,323)(49,089)
Net (income) loss attributable to noncontrolling interest15 16 30 30 
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders$(37,727)$(4,510)$(67,293)$(49,059)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders$(0.17)$(0.02)$(0.30)$(0.22)
Weighted average shares used in computing basic and diluted net income (loss) per share226,789 225,404 226,340 224,994 
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Condensed Consolidated Balance Sheets
(in thousands)June 30, 2024December 31, 2023
Cash and cash equivalents$290,018 $277,971 
Marketable securities19,727 29,755 
Restricted cash43,959 41,341 
Accounts receivable, net49,782 48,393 
Prepaid expenses and other current assets, net89,343 80,908 
Total current assets492,829 478,368 
Property, plant and equipment and leasehold intangibles, net4,256,490 4,330,629 
Operating lease right-of-use assets603,816 670,907 
Other assets, net97,751 93,531 
Total assets$5,450,886 $5,573,435 
Current portion of long-term debt$60,939 $41,463 
Current portion of financing lease obligations1,123 1,075 
Current portion of operating lease obligations199,226 192,631 
Other current liabilities360,797 364,947 
Total current liabilities622,085 600,116 
Long-term debt, less current portion3,679,102 3,655,850 
Financing lease obligations, less current portion150,240 150,774 
Operating lease obligations, less current portion584,556 683,876 
Other liabilities73,230 77,666 
Total liabilities5,109,213 5,168,282 
Total Brookdale Senior Living Inc. stockholders' equity340,214 403,664 
Noncontrolling interest1,459 1,489 
Total equity341,673 405,153 
Total liabilities and equity$5,450,886 $5,573,435 
Page 8


Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
(in thousands)20242023
Cash Flows from Operating Activities
Net income (loss)$(67,323)$(49,089)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization, net178,746 173,221 
Asset impairment1,708 520 
Equity in (earnings) loss of unconsolidated ventures— 1,730 
Distributions from unconsolidated ventures from cumulative share of net earnings— 430 
Amortization of entrance fees— (732)
Proceeds from deferred entrance fee revenue— 477 
Deferred income tax (benefit) provision(360)188 
Operating lease expense adjustment(26,572)(22,362)
Change in fair value of derivatives(2,742)(4,269)
Loss (gain) on sale of assets, net(903)(37,156)
Non-cash stock-based compensation expense7,248 6,073 
Property and casualty insurance income(2,688)(3,927)
Other non-operating (income) loss— (2,542)
Changes in operating assets and liabilities:
Accounts receivable, net(1,390)7,550 
Prepaid expenses and other assets, net(855)11,711 
Prepaid insurance premiums financed with notes payable(15,702)(13,004)
Trade accounts payable and accrued expenses(14,380)3,782 
Refundable fees and deferred revenue(1,563)13,021 
Operating lease assets and liabilities for lessor capital expenditure reimbursements1,300 2,244 
Net cash provided by (used in) operating activities54,524 87,866 
Cash Flows from Investing Activities
Purchase of marketable securities(19,591)(110,754)
Sale and maturities of marketable securities30,000 65,100 
Capital expenditures, net of related payables(95,973)(109,825)
Acquisition of assets, net of cash acquired— (574)
Proceeds from sale of assets, net7,017 43,059 
Property and casualty insurance proceeds2,704 8,789 
Purchase of interest rate cap instruments(8,513)(3,019)
Proceeds from interest rate cap instruments9,129 3,423 
Other(176)(109)
Net cash provided by (used in) investing activities(75,403)(103,910)
Cash Flows from Financing Activities
Proceeds from debt81,271 25,532 
Repayment of debt and financing lease obligations(41,077)(72,917)
Payment of financing costs, net of related payables(3,074)(676)
Payments of employee taxes for withheld shares(3,405)(1,861)
Net cash provided by (used in) financing activities33,715 (49,922)
Net increase (decrease) in cash, cash equivalents, and restricted cash12,836 (65,966)
Cash, cash equivalents, and restricted cash at beginning of period349,668 474,548 
Cash, cash equivalents, and restricted cash at end of period$362,504 $408,582 
Page 9


Non-GAAP Financial Measures

This earnings release contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. The Company cautions investors that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. The Company urges investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance.

The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods; (iii) the Company believes that this measure is used by research analysts and investors to evaluate the Company’s operating results and to value companies in its industry; and (iv) the Company uses the measure for components of executive compensation.

Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of the Company’s communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.

Page 10


The table below reconciles Adjusted EBITDA from net income (loss).

Three Months Ended
(in thousands)June 30, 2024March 31, 2024June 30, 2023
Net income (loss)$(37,742)$(29,581)$(4,526)
Provision (benefit) for income taxes449 (40)275 
Equity in (earnings) loss of unconsolidated ventures— — 1,153 
Non-operating loss (gain) on sale of assets, net(199)(704)(860)
Other non-operating (income) loss(199)(3,338)(3,197)
Interest expense61,567 57,687 54,435 
Interest income(4,714)(4,778)(6,115)
Income (loss) from operations19,162 19,246 41,165 
Depreciation and amortization88,028 86,127 84,448 
Asset impairment— 1,708 520 
Loss (gain) on sale of communities, net— — (36,296)
Operating lease expense adjustment(13,483)(13,089)(11,557)
Non-cash stock-based compensation expense3,975 3,273 2,969 
Transaction and organizational restructuring costs134 351 123 
Adjusted EBITDA$97,816 $97,616 $81,372 

Adjusted Free Cash Flow

Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.

The Company believes that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective sources of operating liquidity, and to review the Company’s ability to service its outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.

Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect the Company’s liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.

Page 11


The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities.

Three Months Ended
(in thousands)June 30, 2024March 31, 2024June 30, 2023
Net cash provided by (used in) operating activities$55,670 $(1,146)$63,824 
Net cash provided by (used in) investing activities(68,457)(6,946)(41,891)
Net cash provided by (used in) financing activities(20,375)54,090 (50,093)
Net increase (decrease) in cash, cash equivalents,
    and restricted cash		$(33,162)$45,998 $(28,160)
Net cash provided by (used in) operating activities$55,670 $(1,146)$63,824 
Distributions from unconsolidated ventures from cumulative share of net earnings— — (430)
Changes in prepaid insurance premiums financed with notes payable(7,617)23,319 (6,301)
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(1,051)(249)— 
Non-development capital expenditures, net(52,325)(50,591)(64,815)
Property and casualty insurance proceeds62 2,642 2,367 
Payment of financing lease obligations(265)(262)(2,126)
Adjusted Free Cash Flow$(5,526)$(26,287)$(7,481)



Contact:
Jessica Hazel
VP Investor Relations
(615) 564-8104
Jessica.Hazel@brookdale.com
Page 12

Supplemental Information 2nd Quarter 2024 Exhibit 99.2

 
2 Overview 3 Segment Overview 6 Senior Housing 7 General and Administrative ("G&A") Expense 12 Capital Expenditures 13 Cash Facility Lease Payments 14 Capital Structure 15 Definitions 16 Appendix: Non-GAAP Financial Measures 18 Table of Contents

 
3 Managed 4,579 Owned 30,970 Leased 19,857 Managed 30 Owned 342 Leased 277 649 communities 55,406 units Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q Better B (Worse) (W) B(W) Resident fees $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 $ 1,483,950 4.2 % 4.2 % Net income (loss) $ (44,563) $ (4,526) $ (48,811) $ (91,170) $ (189,070) $ (29,581) $ (37,742) NM (37.1) % Net cash provided by (used in) operating activities $ 24,042 $ 63,824 $ 45,763 $ 29,294 $ 162,923 $ (1,146) $ 55,670 (12.8) % (37.9) % Adjusted EBITDA $ 88,623 $ 81,372 $ 80,220 $ 85,323 $ 335,538 $ 97,616 $ 97,816 20.2 % 15.0 % Adjusted Free Cash Flow $ (21,239) $ (7,481) $ 2,544 $ (21,455) $ (47,631) $ (26,287) $ (5,526) 26.1 % (10.8) % RevPAR $ 4,551 $ 4,544 $ 4,596 $ 4,619 $ 4,577 $ 4,854 $ 4,835 6.4 % 6.5 % Weighted average occupancy 76.3% 76.5% 77.6% 78.4% 77.2% 77.9% 78.1% 160 bps 160 bps RevPOR $ 5,963 $ 5,939 $ 5,919 $ 5,889 $ 5,927 $ 6,228 $ 6,193 4.3 % 4.4 % 2Q 2024 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 70 11% 90% > 95% 74 12% 85% > 90% 87 14% 80% > 85% 76 12% 75% > 80% 77 13% 70% > 75% 63 10% Less than 70% 172 28% Total 619 100% Overview As of June 30, 2024 Consolidated: 50,827 Consolidated: 619

 
4 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Resident fees $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 4.2 % 4.2 % Management fees 2,577 2,510 2,566 2,508 10,161 2,618 2,616 4.2 % 2.9 % Other operating income 2,328 4,122 2,623 — 9,073 — — (100.0) % (100.0) % Facility operating expense (530,807) (531,118) (537,411) (530,464) (2,129,800) (542,550) (537,507) (1.2) % (1.7) % Combined Segment Operating Income 187,502 185,675 184,901 188,626 746,704 204,309 204,818 10.3 % 9.6 % General and administrative expense (1) (41,947) (42,234) (40,078) (38,758) (163,017) (42,108) (42,555) (0.8) % (0.6) % Cash facility operating lease payments (see page 14) (2) (56,932) (62,069) (64,603) (64,545) (248,149) (64,585) (64,447) (3.8) % (8.4) % Adjusted EBITDA 88,623 81,372 80,220 85,323 335,538 97,616 97,816 20.2 % 15.0 % Transaction and Organizational Restructuring Costs (3,568) (123) (105) (96) (3,892) (351) (134) (8.9) % 86.9 % Interest expense, net (see page 14) (2) (51,541) (51,594) (52,040) (53,401) (208,576) (53,739) (54,174) (5.0) % (4.6) % Payment of financing lease obligations (2) (5,852) (2,126) (244) (251) (8,473) (262) (265) 87.5 % 93.4 % Changes in working capital (3) 8,247 27,817 11,495 (16,756) 30,803 (21,929) 3,741 (86.6) % NM Non-Development Capital Expenditures, net (see page 13) (62,912) (64,815) (47,248) (41,536) (216,511) (50,591) (52,325) 19.3 % 19.4 % Property and casualty insurance proceeds 6,422 2,367 10,747 5,168 24,704 2,642 62 (97.4) % (69.2) % Other (4) (658) (379) (281) 94 (1,224) 3 2 327 (247) 34.8 % NM Adjusted Free Cash Flow $ (21,239) $ (7,481) $ 2,544 $ (21,455) $ (47,631) $ (26,287) $ (5,526) 26.1 % (10.8) % Adjusted EBITDA and Adjusted Free Cash Flow (1) Excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs, see page 12. (2) As a result of a lease amendment in the second quarter of 2023 with a prospective change in lease classification, cash facility operating lease payments for the first and second quarters of 2024 include $7.4 million and $2.5 million, respectively, of reclassified cash lease payments, which negatively impacted Adjusted EBITDA, and there is an offsetting decrease in cash lease payments for financing leases. The change in lease classification had no impact on Adjusted Free Cash Flow. (3) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. (4) Primarily consists of state income tax (provision) benefit.

 
5 (1) Resident fee revenue excluded from definitions of RevPAR and RevPOR is $1.1 million. (2) All Other primarily includes communities operated by the Company pursuant to management agreements. (3) Excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs, see page 12. (4) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. Adjusted EBITDA and Adjusted Free Cash Flow Distribution 2Q 2024 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Corporate All Other (2) Resident fees (1) $ 739,709 $ 435,741 $ 303,968 $ — $ — Management fees 2,616 — — — 2,616 Facility operating expense (537,507) (323,358) (214,149) — — Combined Segment Operating Income 204,818 112,383 89,819 — 2,616 General and administrative expense (3) (42,555) (23,318) (16,266) — (2,971) Cash facility operating lease payments (64,447) — (63,544) (903) — Adjusted EBITDA 97,816 89,065 10,009 (903) (355) Transaction and Organizational Restructuring Costs (134) — — (134) — Interest expense, net (54,174) (53,778) (4,762) 4,366 — Payment of financing lease obligations (265) — (63) (202) — Changes in working capital (4) 3,741 — — 3,741 — Non-Development Capital Expenditures, net (52,325) (25,404) (20,131) (6,790) — Property and casualty insurance proceeds 62 — — 62 — Other (247) — — (247) — Adjusted Free Cash Flow $ (5,526) $ 9,883 $ (14,947) $ (107) $ (355)

 
6 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Total Senior Housing and All Other Revenue (1) $ 715,981 $ 712,671 $ 719,689 $ 719,090 $ 2,867,431 $ 746,859 $ 742,325 4.2 % 4.2 % Other operating income $ 2,328 $ 4,122 $ 2,623 $ — $ 9,073 $ — $ — (100.0) % (100.0) % Combined Segment Operating Income $ 187,502 $ 185,675 $ 184,901 $ 188,626 $ 746,704 $ 204,309 $ 204,818 10.3 % 9.6 % Combined segment operating margin 26.1 % 25.9 % 25.6 % 26.2 % 26.0 % 27.4 % 27.6 % 170 bps 150 bps Combined segment adjusted operating margin (2) 25.9 % 25.5 % 25.3 % 26.2 % 25.7 % 27.4 % 27.6 % 210 bps 180 bps Senior Housing Segments (see page 7) Revenue $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 4.2 % 4.2 % Other operating income $ 2,328 $ 4,122 $ 2,623 $ — $ 9,073 $ — $ — (100.0) % (100.0) % Senior Housing Operating Income $ 184,925 $ 183,165 $ 182,335 $ 186,118 $ 736,543 $ 201,691 $ 202,202 10.4 % 9.7 % Operating margin 25.8 % 25.6 % 25.3 % 26.0 % 25.7 % 27.1 % 27.3 % 170 bps 150 bps Adjusted operating margin (2) 25.6 % 25.2 % 25.1 % 26.0 % 25.5 % 27.1 % 27.3 % 210 bps 180 bps Number of communities (period end) 641 641 641 622 622 622 619 (3.4) % (3.4) % Total Average Units 52,177 52,030 51,960 51,672 51,960 51,039 50,927 (2.1) % (2.2) % RevPAR $ 4,551 $ 4,544 $ 4,596 $ 4,619 $ 4,577 $ 4,854 $ 4,835 6.4 % 6.5 % Weighted average occupancy 76.3 % 76.5 % 77.6 % 78.4 % 77.2 % 77.9 % 78.1 % 160 bps 160 bps RevPOR $ 5,963 $ 5,939 $ 5,919 $ 5,889 $ 5,927 $ 6,228 $ 6,193 4.3 % 4.4 % All Other All Other Segment Operating Income (comprised solely of management fees) $ 2,577 $ 2,510 $ 2,566 $ 2,508 $ 10,161 $ 2,618 $ 2,616 4.2 % 2.9 % Resident fee revenue under management (3) $ 54,820 $ 53,373 $ 54,246 $ 53,459 $ 215,898 $ 55,760 $ 55,524 4.0 % 2.9 % Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income. (3) Not included in consolidated reported amounts.

 
7 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Independent Living Revenue $ 140,602 $ 140,670 $ 141,234 $ 141,506 $ 564,012 $ 148,948 $ 149,542 6.3 % 6.1 % Other operating income $ 54 $ 218 $ 215 $ — $ 487 $ — $ — (100.0) % (100.0) % Segment Operating Income $ 46,833 $ 46,361 $ 44,702 $ 46,749 $ 184,645 $ 48,643 $ 50,334 8.6 % 6.2 % Segment operating margin 33.3 % 32.9 % 31.6 % 33.0 % 32.7 % 32.7 % 33.7 % 80 bps 10 bps Number of communities (period end) 68 68 68 68 68 68 68 — % — % Total Average Units 12,571 12,573 12,569 12,562 12,569 12,564 12,573 — % — % RevPAR $ 3,728 $ 3,729 $ 3,746 $ 3,755 $ 3,739 $ 3,952 $ 3,965 6.3 % 6.1 % Weighted average occupancy 78.6 % 78.9 % 79.6 % 80.3 % 79.4 % 79.6 % 79.9 % 100 bps 100 bps RevPOR $ 4,741 $ 4,727 $ 4,705 $ 4,674 $ 4,711 $ 4,963 $ 4,959 4.9 % 4.8 % Assisted Living and Memory Care Revenue $ 486,777 $ 486,523 $ 494,014 $ 493,118 $ 1,960,432 $ 510,872 $ 507,191 4.2 % 4.6 % Other operating income $ 2,027 $ 3,763 $ 2,218 $ — $ 8,008 $ — $ — (100.0) % (100.0) % Segment Operating Income $ 124,593 $ 124,616 $ 126,731 $ 126,377 $ 502,317 $ 137,458 $ 136,155 9.3 % 9.8 % Segment operating margin 25.5 % 25.4 % 25.5 % 25.6 % 25.5 % 26.9 % 26.8 % 140 bps 140 bps Number of communities (period end) 554 555 555 537 537 537 534 (3.8) % (3.8) % Total Average Units 34,414 34,442 34,480 34,319 34,414 33,744 33,622 (2.4) % (2.2) % RevPAR $ 4,710 $ 4,703 $ 4,769 $ 4,784 $ 4,741 $ 5,036 $ 5,018 6.7 % 6.8 % Weighted average occupancy 75.9 % 76.3 % 77.6 % 78.2 % 77.0 % 77.5 % 77.6 % 130 bps 150 bps RevPOR $ 6,204 $ 6,164 $ 6,148 $ 6,117 $ 6,158 $ 6,494 $ 6,462 4.8 % 4.8 % CCRCs Revenue $ 86,025 $ 82,968 $ 81,875 $ 81,958 $ 332,826 $ 84,421 $ 82,976 — % (0.9) % Other operating income $ 247 $ 141 $ 190 $ — $ 578 $ — $ — (100.0) % (100.0) % Segment Operating Income $ 13,499 $ 12,188 $ 10,902 $ 12,992 $ 49,581 $ 15,590 $ 15,713 28.9 % 21.9 % Segment operating margin 15.6 % 14.7 % 13.3 % 15.9 % 14.9 % 18.5 % 18.9 % 420 bps 350 bps Number of communities (period end) 19 18 18 17 17 17 17 (5.6) % (5.6) % Total Average Units 5,192 5,015 4,911 4,791 4,977 4,731 4,732 (5.6) % (7.3) % RevPAR $ 5,490 $ 5,500 $ 5,557 $ 5,702 $ 5,560 $ 5,948 $ 5,845 6.3 % 7.3 % Weighted average occupancy 73.4 % 72.0 % 73.2 % 75.0 % 73.4 % 76.1 % 76.1 % 410 bps 340 bps RevPOR $ 7,482 $ 7,636 $ 7,594 $ 7,599 $ 7,576 $ 7,815 $ 7,685 0.6 % 2.6 % Senior Housing Segments

 
8 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Revenue $ 685,944 $ 685,095 $ 691,884 $ 694,681 $ 2,757,604 $ 729,127 $ 725,865 6.0 % 6.1 % Other operating income 2,215 4,050 2,445 — 8,710 — — (100.0) % (100.0) % Community Labor Expense (331,475) (333,600) (336,760) (335,850) (1,337,685) (341,441) (339,850) (1.9) % (2.4) % % of revenue 48.3 % 48.7 % 48.7 % 48.3 % 48.5 % 46.8 % 46.8 % 190 bps 170 bps Other facility operating expense (174,636) (174,949) (178,978) (176,339) (704,902) (186,255) (187,230) (7.0) % (6.8) % % of revenue 25.5 % 25.5 % 25.8 % 25.4 % 25.6 % 25.6 % 25.8 % (30) bps (20) bps Facility operating expense (2) (506,111) (508,549) (515,738) (512,189) (2,042,587) (527,696) (527,080) (3.6) % (4.0) % Same Community Operating Income $ 182,048 $ 180,596 $ 178,591 $ 182,492 $ 723,727 $ 201,431 $ 198,785 10.1 % 10.4 % Same Community adjusted operating income (3) $ 179,833 $ 176,546 $ 176,146 $ 182,492 $ 715,017 $ 201,431 $ 198,785 12.6 % 12.3 % Same Community operating margin 26.5 % 26.2 % 25.7 % 26.3 % 26.2 % 27.6 % 27.4 % 120 bps 120 bps Same Community adjusted operating margin(3) 26.2 % 25.8 % 25.5 % 26.3 % 25.9 % 27.6 % 27.4 % 160 bps 150 bps Total Average Units 50,124 50,126 50,121 50,117 50,122 50,120 50,131 — % — % RevPAR $ 4,562 $ 4,556 $ 4,601 $ 4,620 $ 4,585 $ 4,849 $ 4,826 5.9 % 6.1 % Weighted average occupancy 76.5 % 76.8 % 77.9 % 78.5 % 77.4 % 78.0 % 78.1 % 130 bps 140 bps RevPOR $ 5,960 $ 5,934 $ 5,909 $ 5,883 $ 5,922 $ 6,218 $ 6,177 4.1 % 4.2 % Same Community Operating Income ($ in millions) $182.0 $180.6 $178.6 $182.5 $201.4 $198.8 1Q 2023 2Q 2023 3Q 2023 4Q 2023 1Q 2024 2Q 2024 Same Community RevPAR / Weighted Average Occupancy $4,562 $4,556 $4,601 $4,620 $4,849 $4,826 76.5% 76.8% 77.9% 78.5% 78.0% 78.1% RevPAR Weighted Average Occupancy 1Q 2023 2Q 2023 3Q 2023 4Q 2023 1Q 2024 2Q 2024 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 611 communities which represents 98.7% of the Company's total consolidated communities. (2) Excludes natural disaster expense, consisting primarily of remediation of storm damage, net of related insurance recoveries, of $0.1 million and $2.8 million for the full year 2023 and the first half of 2024, respectively. (3) Excludes other operating income. (2)

 
9 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Independent Living Revenue $ 140,602 $ 140,670 $ 141,234 $ 141,506 $ 564,012 $ 148,948 $ 149,542 6.3 % 6.1 % Other operating income 54 218 215 — 487 — — (100.0) % (100.0) % Community Labor Expense (54,936) (55,093) (55,800) (55,283) (221,112) (57,140) (56,627) (2.8) % (3.4) % Other facility operating expense (38,688) (39,612) (41,108) (39,491) (158,899) (42,816) (42,582) (7.5) % (9.1) % Facility operating expense (93,624) (94,705) (96,908) (94,774) (380,011) (99,956) (99,209) (4.8) % (5.8) % Same Community Operating Income $ 47,032 $ 46,183 $ 44,541 $ 46,732 $ 184,488 $ 48,992 $ 50,333 9.0 % 6.6 % Same Community operating margin 33.4 % 32.8 % 31.5 % 33.0 % 32.7 % 32.9 % 33.7 % 90 bps 20 bps Total Average Units 12,571 12,573 12,569 12,562 12,569 12,564 12,573 — % — % RevPAR $ 3,728 $ 3,729 $ 3,746 $ 3,755 $ 3,739 $ 3,952 $ 3,965 6.3 % 6.1 % Weighted average occupancy 78.6 % 78.9 % 79.6 % 80.3 % 79.4 % 79.6 % 79.9 % 100 bps 100 bps RevPOR $ 4,741 $ 4,727 $ 4,705 $ 4,674 $ 4,711 $ 4,963 $ 4,959 4.9 % 4.8 % Assisted Living and Memory Care Revenue $ 471,659 $ 470,538 $ 477,252 $ 478,308 $ 1,897,757 $ 502,495 $ 500,329 6.3 % 6.4 % Other operating income 1,952 3,699 2,192 — 7,843 — — (100.0) % (100.0) % Community Labor Expense (234,585) (235,828) (238,201) (237,436) (946,050) (241,637) (240,992) (2.2) % (2.6) % Other facility operating expense (116,783) (116,145) (118,089) (117,235) (468,252) (123,013) (124,074) (6.8) % (6.1) % Facility operating expense (351,368) (351,973) (356,290) (354,671) (1,414,302) (364,650) (365,066) (3.7) % (3.7) % Same Community Operating Income $ 122,243 $ 122,264 $ 123,154 $ 123,637 $ 491,298 $ 137,845 $ 135,263 10.6 % 11.7 % Same Community operating margin 25.8 % 25.8 % 25.7 % 25.8 % 25.8 % 27.4 % 27.0 % 120 bps 140 bps Total Average Units 33,239 33,239 33,238 33,240 33,239 33,241 33,242 — % — % RevPAR $ 4,730 $ 4,719 $ 4,786 $ 4,797 $ 4,758 $ 5,039 $ 5,017 6.3 % 6.4 % Weighted average occupancy 76.0 % 76.3 % 77.6 % 78.2 % 77.0 % 77.5 % 77.7 % 140 bps 140 bps RevPOR $ 6,223 $ 6,182 $ 6,166 $ 6,132 $ 6,176 $ 6,498 $ 6,459 4.5 % 4.5 % CCRCs Revenue $ 73,683 $ 73,887 $ 73,398 $ 74,867 $ 295,835 $ 77,684 $ 75,994 2.9 % 4.1 % Other operating income 209 133 38 — 380 — — (100.0) % (100.0) % Community Labor Expense (41,954) (42,679) (42,759) (43,131) (170,523) (42,664) (42,231) 1.0 % (0.3) % Other facility operating expense (19,165) (19,192) (19,781) (19,613) (77,751) (20,426) (20,574) (7.2) % (6.9) % Facility operating expense (61,119) (61,871) (62,540) (62,744) (248,274) (63,090) (62,805) (1.5) % (2.4) % Same Community Operating Income $ 12,773 $ 12,149 $ 10,896 $ 12,123 $ 47,941 $ 14,594 $ 13,189 8.6 % 11.5 % Same Community operating margin 17.3 % 16.4 % 14.8 % 16.2 % 16.2 % 18.8 % 17.4 % 100 bps 130 bps Total Average Units 4,314 4,314 4,314 4,315 4,314 4,315 4,316 — % — % RevPAR $ 5,693 $ 5,709 $ 5,671 $ 5,783 $ 5,714 $ 6,001 $ 5,869 2.8 % 4.1 % Weighted average occupancy 74.5 % 74.0 % 74.8 % 75.8 % 74.8 % 76.5 % 76.5 % 250 bps 220 bps RevPOR $ 7,638 $ 7,712 $ 7,584 $ 7,626 $ 7,639 $ 7,842 $ 7,675 (0.5) % 1.1 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 68 Independent Living communities, 527 Assisted Living and Memory Care communities, and 16 CCRCs.

 
10 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Revenue $ 418,624 $ 416,298 $ 420,351 $ 419,830 $ 1,675,103 $ 440,231 $ 435,741 4.7 % 4.9 % Other operating income 1,885 3,515 1,828 — 7,228 — — (100.0) % (100.0) % Facility operating expense (319,727) (318,572) (322,472) (318,611) (1,279,382) (328,545) (323,358) (1.5) % (2.1) % Owned Portfolio Operating Income $ 100,782 $ 101,241 $ 99,707 $ 101,219 $ 402,949 $ 111,686 $ 112,383 11.0 % 10.9 % Owned Portfolio operating margin 24.0 % 24.1 % 23.6 % 24.1 % 24.0 % 25.4 % 25.8 % 170 bps 160 bps Additional Information Interest expense: property level and corporate debt $ (50,315) $ (52,256) $ (53,413) $ (53,788) $ (209,772) $ (53,456) $ (53,778) (2.9) % (4.5) % Community level capital expenditures, net (see page 13) $ (27,135) $ (32,882) $ (23,066) $ (24,992) $ (108,075) $ (25,309) $ (25,404) 22.7 % 15.5 % Number of communities (period end) 346 346 346 345 345 345 342 (1.2) % (1.2) % Total Average Units 31,597 31,446 31,380 31,264 31,422 31,195 31,075 (1.2) % (1.2) % RevPAR $ 4,405 $ 4,404 $ 4,458 $ 4,470 $ 4,434 $ 4,693 $ 4,663 5.9 % 6.2 % Weighted average occupancy 75.8 % 75.8 % 77.0 % 77.6 % 76.5 % 77.3 % 77.4 % 160 bps 150 bps RevPOR $ 5,814 $ 5,808 $ 5,790 $ 5,759 $ 5,793 $ 6,074 $ 6,025 3.7 % 4.1 % Senior Housing Owned Portfolio Interest Coverage for the twelve months ended June 30, 2024 1.53x Net Debt as of June 30, 2024 (see page 15) $3,427,796

 
11 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Revenue $ 294,780 $ 293,863 $ 296,772 $ 296,752 $ 1,182,167 $ 304,010 $ 303,968 3.4 % 3.3 % Other operating income 443 607 795 — 1,845 — — (100.0) % (100.0) % Facility operating expense (211,080) (212,546) (214,939) (211,853) (850,418) (214,005) (214,149) (0.8) % (1.1) % Leased Portfolio Operating Income $ 84,143 $ 81,924 $ 82,628 $ 84,899 $ 333,594 $ 90,005 $ 89,819 9.6 % 8.3 % Leased Portfolio operating margin 28.5 % 27.8 % 27.8 % 28.6 % 28.2 % 29.6 % 29.5 % 170 bps 140 bps Additional Information Cash facility lease payments on leased portfolio (see page 14) $ (67,572) $ (67,888) $ (68,019) $ (68,024) $ (271,503) $ (68,088) $ (68,369) (0.7) % (0.7) % Community level capital expenditures, net (see page 13) $ (14,734) $ (17,010) $ (14,715) $ (7,149) $ (53,608) $ (15,065) $ (20,131) (18.3) % (10.9) % Number of communities (period end) 295 295 295 277 277 277 277 (6.1) % (6.1) % Total Average Units 20,580 20,584 20,580 20,408 20,538 19,844 19,852 (3.6) % (3.6) % RevPAR $ 4,775 $ 4,759 $ 4,807 $ 4,847 $ 4,797 $ 5,107 $ 5,104 7.2 % 7.1 % Weighted average occupancy 77.2 % 77.6 % 78.6 % 79.7 % 78.3 % 79.0 % 79.1 % 150 bps 170 bps RevPOR $ 6,188 $ 6,134 $ 6,112 $ 6,083 $ 6,129 $ 6,465 $ 6,450 5.2 % 4.8 % Lease Coverage for the twelve months ended June 30, 2024 (1) 1.03x Operating and financing lease obligations as of June 30, 2024 (see page 19) (2) $ 902,664 Facility Lease Maturity Information (Leased Portfolio as of June 30, 2024) (3) Initial Lease Maturities Community Count Total Units Lease Payments (4) 2024 6 857 $ 15,614 2025 122 10,345 $ 111,284 2026 2 153 $ 1,635 2027 24 2,555 $ 48,864 2028 12 1,344 $ 23,958 Thereafter 111 4,603 $ 68,355 Total 277 19,857 $ 269,710 Senior Housing Leased Portfolio (1) Lease Coverage assumes an implied 5% management fee and capital expenditures at $350/unit for the trailing twelve months. See page 16. (2) Amount recognized on consolidated balance sheet reflects the discounted future minimum lease payments and the residual value for financing lease obligations. (3) Amounts do not reflect a lease amendment in August 2024, which extended the maturity of one lease involving 24 communities from December 31, 2027 to December 31, 2037. (4) Cash facility lease payments for the twelve months ended June 30, 2024.

 
12 (1) G&A allocations are calculated based on the proportional amount of resident fee revenue (consolidated and under management) attributable to the segment or portfolio. G&A allocations presented herein exclude non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs. (2) Not included in consolidated reported amounts. Consolidated, unless otherwise noted 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 22,857 $ 23,027 $ 21,841 $ 21,131 $ 88,856 $ 23,172 $ 23,318 (1.3) % (1.3) % Senior Housing Leased Portfolio allocation 16,095 16,255 15,419 14,936 62,705 16,001 16,266 (0.1) % 0.3 % All Other allocation 2,995 2,952 2,818 2,691 11,456 2,935 2,971 (0.6) % 0.7 % Subtotal G&A expense allocations 41,947 42,234 40,078 38,758 163,017 42,108 42,555 (0.8) % (0.6) % Non-cash stock-based compensation expense 3,104 2,969 2,893 3,019 11,985 3,273 3,975 (33.9) % (19.3) % Transaction and Organizational Restructuring Costs 3,568 123 105 96 3,892 351 134 (8.9%) 86.9% General and administrative expense $ 48,619 $ 45,326 $ 43,076 $ 41,873 $ 178,894 $ 45,732 $ 46,664 (3.0) % 1.6 % 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Resident fee revenue $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 4.2 % 4.2 % Resident fee revenue under management (2) 54,820 53,373 54,246 53,459 215,898 55,760 55,524 4.0 % 2.9 % Total (consolidated and under management) $ 768,224 $ 763,534 $ 771,369 $ 770,041 $ 3,073,168 $ 800,001 $ 795,233 4.2 % 4.1 % G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) G&A expense (excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 5.5% 5.5% 5.2% 5.0% 5.3% 5.3% 5.4% 10 bps 20 bps G&A expense (including non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 6.3% 5.9% 5.6% 5.4% 5.8% 5.7% 5.9% 0 bps 30 bps G&A Expense

 
13 ($ in 000s, except for community level capital expenditures, per average unit) 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Community level capital expenditures, including allocations (1) Senior Housing Owned Portfolio $ 27,135 $ 32,882 $ 23,066 $ 24,992 $ 108,075 $ 25,309 $ 25,404 22.7 % 15.5 % Senior Housing Leased Portfolio 14,734 17,010 14,715 7,149 53,608 15,065 20,131 (18.3) % (10.9) % Community level capital expenditures, net (A) 41,869 49,892 37,781 32,141 161,683 40,374 45,535 8.7 % 6.4 % Corporate capital expenditures (2) 21,043 14,923 9,467 9,395 54,828 10,217 6,790 54.5 % 52.7 % Non-Development Capital Expenditures, net (1) 62,912 64,815 47,248 41,536 216,511 50,591 52,325 19.3 % 19.4 % Development Capital Expenditures, net 519 385 405 453 1,762 218 215 44.2 % 52.1 % Total capital expenditures, net (1) 63,431 65,200 47,653 41,989 218,273 50,809 52,540 19.4 % 19.7 % Property and casualty insurance proceeds (6,422) (2,367) (10,747) (5,168) (24,704) (2,642) (62) (97.4) % (69.2) % Total capital expenditures, net of property and casualty insurance proceeds received (1) $ 57,009 $ 62,833 $ 36,906 $ 36,821 $ 193,569 $ 48,167 $ 52,478 16.5 % 16.0 % Capital Expenditures Reconciliation to Statements of Cash Flow Total capital expenditures, net (1) $ 63,431 $ 65,200 $ 47,653 $ 41,989 $ 218,273 $ 50,809 $ 52,540 Lessor reimbursements: non-development capital expenditures 2,244 — — 8,075 10,319 249 1,051 Change in related payables (15,975) (5,075) 17,222 8,441 4,613 (6,659) (2,017) Total cash paid for capital expenditures $ 49,700 $ 60,125 $ 64,875 $ 58,505 $ 233,205 $ 44,399 $ 51,574 14.2 % 12.6 % Senior Housing Total Average Units (B) 52,177 52,030 51,960 51,672 51,960 51,039 50,927 (2.1) % (2.2) % Community level capital expenditures, net, per average unit (A/B) $ 802 $ 959 $ 727 $ 622 $ 3,112 $ 791 $ 894 6.8 % 4.3 % Capital Expenditures (1) Amounts are presented net of lessor reimbursements. (2) Includes remediation costs at communities resulting from natural disasters of $28.8 million and $7.0 million for the full year 2023 and the first half of 2024, respectively. A portion of such costs are reimbursable under the Company's property and casualty insurance policies.

 
14 (1) Classification of amounts prospectively impacted by lease amendments in the second quarter of 2023 with no impact to total cash facility lease payments. (2) Includes cash lease payments for leases of community support centers and information technology systems and equipment. 2023 2024 2Q24 vs 2Q23 YTD 2Q24 vs YTD 2Q23 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Operating Lease Obligations Facility operating lease expense $ 46,127 $ 50,512 $ 53,145 $ 52,626 $ 202,410 $ 51,496 $ 50,964 Operating lease expense adjustment 10,805 11,557 11,458 11,919 45,739 13,089 13,483 Cash facility operating lease payments (1) 56,932 62,069 64,603 64,545 248,149 64,585 64,447 (3.8) % (8.4) % Financing Lease Obligations Interest expense: financing lease obligations 6,552 5,453 4,950 4,995 21,950 5,061 5,110 Payment of financing lease obligations 5,852 2,126 244 251 8,473 262 265 Cash financing lease payments (1) 12,404 7,579 5,194 5,246 30,423 5,323 5,375 29.1 % 46.5 % Total cash facility lease payments (2) $ 69,336 $ 69,648 $ 69,797 $ 69,791 $ 278,572 $ 69,908 $ 69,822 (0.2) % (0.5) % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 6,552 $ 5,453 $ 4,950 $ 4,995 $ 21,950 $ 5,061 $ 5,110 6.3 % 15.3 % Interest income (5,326) (6,115) (6,323) (5,382) (23,146) (4,778) (4,714) (22.9) % (17.0) % Interest expense: debt 50,315 52,256 53,413 53,788 209,772 53,456 53,778 (2.9) % (4.5) % Interest expense, net 51,541 51,594 52,040 53,401 208,576 53,739 54,174 (5.0) % (4.6) % Amortization of deferred financing costs 1,940 1,899 1,910 1,947 7,696 2,257 2,334 Change in fair value of derivatives 904 (5,173) (861) 3,986 (1,144) (3,087) 345 Interest income 5,326 6,115 6,323 5,382 23,146 4,778 4,714 Interest expense per income statement $ 59,711 $ 54,435 $ 59,412 $ 64,716 $ 238,274 $ 57,687 $ 61,567 (13.1) % (4.5) % Cash Facility Lease Payments

 
15 (1) Amount excludes $27 million in deferred financing costs, net. (2) Reflects rates as of June 30, 2024. (3) Variable rate maturities include $320 million of mortgage debt with extension options to 2027. (4) Fixed rate maturities include $230 million of 2.00% convertible senior notes. (5) Excludes convertible senior notes. (6) Includes the carrying amount of debt of which 91.3%, or $3.4 billion, represented non-recourse property-level mortgage financings. (7) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. $440 $405 $341 $355 $346 06/30/2023 09/30/2023 12/31/2023 03/31/2024 06/30/2024 Total Liquidity ($ in millions) Leverage Ratio ($ in 000s) Twelve Months Ended June 30, 2024 Cash facility operating lease payments (see page 14) (258,180) Adjusted EBITDA 360,975 Cash financing lease payments (see page 14) (21,138) Adjusted EBITDA after cash financing lease payments (A) $ 339,837 As of June 30, 2024 Debt (6) $ 3,740,041 Cash and cash equivalents (290,018) Marketable securities (19,727) Restricted cash held as collateral against existing debt (2,500) Net Debt (B) 3,427,796 Operating and financing lease obligations (see page 19) (7) 905,916 Adjusted Net Debt $ 4,333,712 Annualized Leverage (B/A) 10.1 x Debt Structure (1) ($ in millions) Fixed Rate Maturities Variable Rate Maturities Recurring Principal Payments Total Weighted Rate (2) 2024 $ — $ — $ 40 $ 40 6.77 % 2025 (3) 50 463 60 573 7.28 % 2026 (4) 250 — 56 306 2.72 % 2027 508 457 46 1,011 6.13 % 2028 333 200 31 564 5.79 % Thereafter 855 373 45 1,273 5.03 % Total $ 1,996 $ 1,493 $ 278 $ 3,767 5.61 % Capital Structure Line of credit available to draw ($36 million as of June 30, 2024) Cash and cash equivalents and marketable securities ($310 million as of June 30, 2024) Fixed rate debt (5) $1,970 Variable rate debt with interest rate caps and swaps $1,467 Fixed rate convertible senior notes $230 Variable rate debt - unhedged $100 52% 39% As of June 30, 2024 Weighted Rate Fixed rate debt (5) 4.33 % Variable rate debt 7.76 % Convertible senior notes 2.00 % Total debt 5.61 % 6% 3%

 
16 Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/ expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and Transaction and Organizational Restructuring Costs. Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: Non-Development Capital Expenditures and payment of financing lease obligations. Adjusted Net Debt is a non-GAAP financial measure that the Company defines as Net Debt, plus operating and financing lease obligations. Operating and financing lease obligations exclude operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue and other operating income of the Company, less facility operating expense. Combined Segment Operating Income does not include general and administrative expense or depreciation and amortization. Community Labor Expense is a component of facility operating expense that includes regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, payroll taxes, contract labor, employee benefits, and workers' compensation. Development Capital Expenditures means capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities. Amounts of Development Capital Expenditures are presented net of lessor reimbursements. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense. Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio Operating Income, excluding resident fee revenue, other operating income, and facility operating expense of communities disposed during such period adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months cash facility lease payments for both operating leases and financing leases, excluding cash lease payments for leases of communities disposed during such period, community support centers, information technology systems and equipment, vehicles, and other equipment. Leased Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income, less facility operating expense for the Company’s Senior Housing Leased Portfolio. Leased Portfolio Operating Income does not include general and administrative expense or depreciation and amortization. Net Debt is a non-GAAP financial measure that the Company defines as the total of its debt and the outstanding balance on the line of credit, less unrestricted cash, marketable securities, and cash held as collateral against existing debt. NM means not meaningful. Non-Development Capital Expenditures is comprised of corporate and community- level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities. Non-Development Capital Expenditures does not include capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities (i.e. Development Capital Expenditures). Amounts of Non-Development Capital Expenditures are presented net of lessor reimbursements. Owned Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income, less facility operating expense for the Company’s Senior Housing Owned Portfolio. Owned Portfolio Operating Income does not include general and administrative expense or depreciation and amortization. RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. Definitions

 
17 RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Same Community information reflects operating results and data  of a consistent population of communities by excluding the impact of changes in the composition of the Company's portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. The Company defines its same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue and other operating income, less facility operating expense (excluding natural disaster expense and related insurance recoveries) for the Company's Same Community portfolio. Same Community Operating Income does not include general and administrative expense or depreciation and amortization. Segment Operating Income is defined by the Company as segment revenue and other operating income less segment facility operating expense. Segment Operating Income does not include general and administrative expense or depreciation and amortization. All Other Segment Operating Income consists primarily of the previously reported Management Services segment and excludes revenue for reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities, and there is no facility operating expense associated with the All Other category. See the Segment Information note to the Company’s consolidated financial statements for more information regarding the Company’s segments. Senior Housing Leased Portfolio represents Brookdale leased communities and does not include owned or managed communities. Senior Housing Operating Income is defined by the Company as segment revenue and other operating income less segment facility operating expense for the Company’s Independent Living, Assisted Living and Memory Care, and CCRCs segments on an aggregate basis. Senior Housing Operating Income does not include general and administrative expense or depreciation and amortization. Senior Housing Owned Portfolio represents Brookdale owned communities and does not include leased or managed communities. Total Average Units represents the average number of units operated during the period. Transaction and Organizational Restructuring Costs are general and administrative expenses. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. Definitions

 
18 2023 2024 Twelve Months Ended June 30, 2024($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q Net income (loss) $ (44,563) $ (4,526) $ (48,811) $ (91,170) $ (189,070) $ (29,581) $ (37,742) $ (207,304) Provision (benefit) for income taxes 572 275 (1,876) 9,813 8,784 (40) 449 8,346 Equity in (earnings) loss of unconsolidated ventures 577 1,153 1,426 840 3,996 — — 2,266 Loss (gain) on debt modification and extinguishment, net — — — 2,702 2,702 — — 2,702 Non-operating loss (gain) on sale of assets, net — (860) — (581) (1,441) (704) (199) (1,484) Other non-operating (income) loss (3,149) (3,197) (10,166) (5,175) (21,687) (3,338) (199) (18,878) Interest expense 59,711 54,435 59,412 64,716 238,274 57,687 61,567 243,382 Interest income (5,326) (6,115) (6,323) (5,382) (23,146) (4,778) (4,714) (21,197) Income (loss) from operations 7,822 41,165 (6,338) (24,237) 18,412 19,246 19,162 7,833 Depreciation and amortization 84,934 84,448 85,932 87,398 342,712 86,127 88,028 347,485 Asset impairment — 520 9,086 30,966 40,572 1,708 — 41,760 Loss (gain) on sale of communities, net — (36,296) — — (36,296) — — — Operating lease expense adjustment (10,805) (11,557) (11,458) (11,919) (45,739) (13,089) (13,483) (49,949) Non-cash stock-based compensation expense 3,104 2,969 2,893 3,019 11,985 3,273 3,975 13,160 Transaction and Organizational Restructuring Costs 3,568 123 105 96 3,892 351 134 686 Adjusted EBITDA $ 88,623 $ 81,372 $ 80,220 $ 85,323 $ 335,538 $ 97,616 $ 97,816 $ 360,975 Interest expense: financing lease obligations (6,552) (5,453) (4,950) (4,995) (21,950) (5,061) (5,110) (20,116) Payment of financing lease obligations (5,852) (2,126) (244) (251) (8,473) (262) (265) (1,022) Adjusted EBITDA after cash financing lease payments $ 76,219 $ 73,793 $ 75,026 $ 80,077 $ 305,115 $ 92,293 $ 92,441 $ 339,837 Adjusted EBITDA and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Appendix: Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Adjusted Free Cash Flow, Net Debt, and Adjusted Net Debt (each as defined in the "Definitions" section), which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non- GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt less current portion, or current portion of long-term debt. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations set forth in this Appendix of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP and to review the information under "Reconciliations of Non-GAAP Financial Measures" in the Company’s earnings release dated August 8, 2024 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.

 
19 Net Debt and Adjusted Net Debt Reconciliations Appendix: Non-GAAP Financial Measures (continued) ($ in 000s) As of June 30, 2024 Long-term debt (including current portion) $ 3,740,041 Cash and cash equivalents (290,018) Marketable securities (19,727) Cash held as collateral against existing debt (2,500) Net Debt 3,427,796 Operating and financing lease obligations 935,145 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (29,229) Adjusted Net Debt $ 4,333,712 Operating and financing lease obligations $ 935,145 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (29,229) Adjusted operating and financing lease obligations 905,916 Operating and financing lease obligations related to community support centers and information technology leases (3,252) Operating and financing lease obligations for Leased Portfolio $ 902,664

 
20 2023 2024 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q Net cash provided by (used in) operating activities $ 24,042 $ 63,824 $ 45,763 $ 29,294 $ 162,923 $ (1,146) $ 55,670 Net cash provided by (used in) investing activities (62,019) (41,891) (31,837) 22,383 (113,364) (6,946) (68,457) Net cash provided by (used in) financing activities 171 (50,093) (19,232) (105,285) (174,439) 54,090 (20,375) Net increase (decrease) in cash, cash equivalents and restricted cash $ (37,806) $ (28,160) $ (5,306) $ (53,608) $ (124,880) $ 45,998 $ (33,162) Net cash provided by (used in) operating activities $ 24,042 $ 63,824 $ 45,763 $ 29,294 $ 162,923 $ (1,146) $ 55,670 Distributions from unconsolidated ventures from cumulative share of net earnings — (430) — — (430) — — Changes in prepaid insurance premiums financed with notes payable 19,305 (6,301) (6,474) (6,530) — 23,319 (7,617) Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (2,244) — — (7,600) (9,844) (249) (1,051) Non-development capital expenditures, net (62,912) (64,815) (47,248) (41,536) (216,511) (50,591) (52,325) Property and casualty insurance proceeds 6,422 2,367 10,747 5,168 24,704 2,642 62 Payment of financing lease obligations (5,852) (2,126) (244) (251) (8,473) (262) (265) Adjusted Free Cash Flow $ (21,239) $ (7,481) $ 2,544 $ (21,455) $ (47,631) $ (26,287) $ (5,526) Adjusted Free Cash Flow Reconciliation Appendix: Non-GAAP Financial Measures (continued) Brookdale Senior Living Inc. 111 Westwood Place Brentwood, TN 37027 (615) 221-2250 brookdale.com

 
v3.24.2.u1
Cover Page
Aug. 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 08, 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
7.00% Tangible Equity Units  
Document Information [Line Items]  
Title of 12(b) Security 7.00% Tangible Equity Units
Trading Symbol BKDT
Security Exchange Name NYSE
Brookdale Senior Living (NYSE:BKD)
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