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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)November 6, 2023
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 November 6, 2023, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its third quarter 2023 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 third quarter 2023 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:November 6, 2023By:/s/ Chad C. White
Name:Chad C. White
Title:Executive Vice President, General Counsel and Secretary




Exhibit 99.1
logo2a10a.jpg

Brookdale Announces Third Quarter 2023 Results

Nashville, Tenn., November 6, 2023 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter ended September 30, 2023.

HIGHLIGHTS

•Third quarter consolidated weighted average occupancy grew 110 basis points sequentially and monthly weighted average occupancy increased for seven consecutive months between March and October.
•Same community weighted average occupancy grew 140 basis points over the prior year third quarter; while same community revenue per available unit (RevPAR) and revenue per occupied unit (RevPOR) increased 10.8% and 8.9%, respectively.
•Delivered meaningful improvements in both leadership retention and associate turnover.

“The incredible progress we are making on our key strategic priorities is evidenced by our strong year-to-date results and another quarter of consistently delivering against our commitments. Our favorable results, both in the third quarter and year-to-date, are an outcome of the strong execution of intentional, experience-driven plans, and the dedication to our mission by our more than 36,000 associates,” said Lucinda ("Cindy") Baier, Brookdale’s President and CEO. "With the start of the fourth quarter, we remain focused on continuing the operational progress we have made over the course of this year. I am proud to be part of an organization that cares for our residents deeply, fosters meaningful connections among our residents and associates, and enriches the lives of seniors who call Brookdale home.”

SUMMARY OF THIRD QUARTER FINANCIAL RESULTS

Consolidated summary of operating results and metrics:
Year-Over-Year
Increase / (Decrease)		Sequential
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)3Q 20233Q 2022AmountPercent2Q 2023AmountPercent
Resident fee revenue$717.1$650.2$66.910.3%$710.2$6.91.0%
Other operating income2.666.8(64.2)(96.1)%4.1(1.5)(36.4)%
Facility operating expense537.4525.511.92.3%531.16.31.2%
Cash facility operating lease payments64.650.014.629.1%62.12.54.1%
Net income (loss)(48.8)(28.4)20.472.0%(4.5)44.3NM
Adjusted EBITDA (1)
80.2106.9(26.7)(24.9)%81.4(1.2)(1.4)%
RevPAR$4,596$4,150$44610.7%$4,544$521.1%
Weighted average occupancy77.6%76.4%120 bpsn/a76.5%110 bpsn/a
RevPOR$5,919$5,432$4879.0%$5,939$(20)(0.3)%

(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)3Q 20233Q 2022AmountPercent2Q 2023AmountPercent
Resident fee revenue$702.7$634.2$68.510.8%$695.6$7.11.0%
Facility operating expense$524.3$510.0$14.32.8%$517.0$7.31.4%
RevPAR$4,588$4,141$44710.8%$4,541$471.0%
Weighted average occupancy77.9%76.5%140 bpsn/a76.7%120 bpsn/a
RevPOR$5,892$5,410$4828.9%$5,918$(26)(0.4)%

(2)    The same community senior housing portfolio includes operating results and data for 632 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:

2022
JanFebMarAprMayJunJulAugSepOctNovDec
Weighted average73.4 %73.3 %73.6 %73.9 %74.6 %75.2 %75.9 %76.4 %76.9 %77.2 %77.0 %77.0 %
Month end74.2 %74.4 %75.0 %75.3 %76.2 %76.6 %77.1 %77.9 %78.4 %78.2 %78.1 %78.1 %
2023
JanFebMarAprMayJunJulAugSepOct
Weighted average76.6 %76.3 %76.1 %76.2 %76.6 %76.8 %77.1 %77.6 %78.2 %78.6 %
Month end77.6 %77.4 %77.6 %77.6 %78.1 %78.2 %78.5 %79.3 %79.7 %79.5 %

OVERVIEW OF THIRD QUARTER RESULTS

•Resident fee revenue.
•3Q 2023 vs 3Q 2022:
◦Resident fees increased primarily due to the increases in RevPOR and occupancy.
◦The increase in RevPOR was primarily the result of the current year rate increase.
◦The increase in occupancy primarily reflects the impact of the Company's execution on key initiatives to rebuild occupancy lost due to the COVID-19 pandemic.
•3Q 2023 vs 2Q 2023: Resident fees increased primarily due to the increase in occupancy, partially offset by slightly lower RevPOR and the disposition of the Company's one remaining entrance fee community during the second quarter of 2023.

•Other operating income. During the third quarter of 2022, the Company accepted $61.1 million of Phase 4 grants from the general distribution of the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by the U.S. Department of Health and Human Services, under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. The Company recognized $2.6 million of government grants as other operating income during the third quarter of 2023.

•Facility operating expense.
•3Q 2023 vs 3Q 2022: The increase was primarily due to broad inflationary pressure and higher third-party referral source costs associated with resident move-ins. These increases were partially offset by a decrease in the use of premium labor, primarily contract labor, as the Company’s associate turnover has declined and the size of the Company's workforce has increased from the prior year period. Additionally, the Company’s retention rates for its community leadership roles increased from the prior year period.
•3Q 2023 vs 2Q 2023: The increase in facility operating expense was primarily due to an additional day of expense during the third quarter of 2023 and seasonally higher utilities expense, partially offset by the disposition of the entrance fee community during the second quarter of 2023.

•Cash facility operating lease payments. The increases were primarily attributable to a change in the classification of lease payments as a result of lease amendments subsequent to the beginning of the prior periods.

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•Net income (loss).
•3Q 2023 vs 3Q 2022: The increase in net loss was primarily attributable to the $64.2 million decrease in other operating income, an increase in debt interest expense primarily as a result of increases in variable interest rates, and the increase in facility operating expense, partially offset by the increase in resident fee revenue.
•3Q 2023 vs 2Q 2023: The increase in net loss was primarily attributable to a $36.3 million gain on sale of communities, net recognized during the second quarter of 2023 for the sale of the Company's one remaining entrance fee community and an $8.6 million increase in asset impairment expense compared to the prior period.

•Adjusted EBITDA.
•3Q 2023 vs 3Q 2022: The decrease in Adjusted EBITDA was primarily attributable to the $64.2 million decrease in other operating income, the change in classification of $12.8 million of lease payments for 51 communities as cash facility operating lease payments as a result of lease amendments subsequent to the prior year period, and the increase in facility operating expense, partially offset by the increase in resident fee revenue.
•3Q 2023 vs 2Q 2023: The decrease in Adjusted EBITDA was primarily attributable to the change in classification of $2.4 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments during the second quarter of 2023.

LIQUIDITY
Year-Over-Year
Increase / (Decrease)		Sequential
Increase / (Decrease)
($ in millions)3Q 20233Q 2022Amount2Q 2023Amount
Net cash provided by (used in) operating activities$45.8 $63.5 $(17.7)$63.8 $(18.0)
Non-development capital expenditures, net47.2 43.8 3.4 64.8 (17.6)
Adjusted Free Cash Flow (3)
2.5 4.1 (1.6)(7.5)10.0 

(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.
•3Q 2023 vs 3Q 2022: The decrease in net cash provided by operating activities was primarily attributable to a $60.1 million decrease in cash received associated with government grants and credits, an increase in facility operating expense, and an increase in debt interest expense compared to the prior year period, partially offset by an increase in resident fee revenue compared to the prior year period.
•3Q 2023 vs 2Q 2023: The decrease in net cash provided by operating activities was primarily attributable to a $9.2 million decrease in cash received associated with employee retention credits and government grants and a decrease in cash provided by other changes in operating assets and liabilities compared to the prior period.

•Non-development capital expenditures, net.
•3Q 2023 vs 3Q 2022: The increase in non-development capital expenditures, net of lessor reimbursements, was primarily attributable to an increase in remediation costs at the Company's communities resulting from natural disasters primarily from the impact of Winter Storm Elliott.
•3Q 2023 vs 2Q 2023: The decrease in non-development capital expenditures, net of lessor reimbursements, was primarily attributable to decreases in replacements of major building systems and remediation costs at the Company's communities resulting from natural disasters.

•Adjusted Free Cash Flow.
•3Q 2023 vs 3Q 2022: The $1.6 million decrease in Adjusted Free Cash Flow was primarily attributable to the decrease in net cash provided by operating activities, partially offset by an increase in property and casualty insurance proceeds.
•3Q 2023 vs 2Q 2023: The $10.0 million change in Adjusted Free Cash Flow was primarily attributable to the decrease in non-development capital expenditures, net and an increase in property and casualty insurance proceeds compared to the prior period, partially offset by the decrease in net cash provided by operating activities.

•Total liquidity. Total liquidity of $405.4 million as of September 30, 2023 included $331.7 million of unrestricted cash and cash equivalents, $66.2 million of marketable securities, and $7.5 million of availability on the Company's secured credit facility. Total liquidity as of September 30, 2023 decreased $34.7 million from June 30, 2023, primarily attributable to payments of liabilities for capital expenditures, debt repayments, and a capital contribution to the Company's health care services venture, partially offset by $2.5 million of Adjusted Free Cash Flow.

Page 3


TRANSACTION UPDATE

In August 2023, the Company entered into a new lease agreement under which the Company will continue to lease 10 communities from affiliates of LTC Properties, Inc. In October 2023, the new master lease agreement was amended to include 7 additional communities. The lease will expire on December 31, 2029, subject to earlier termination if the Company exercises its favorable purchase options. The landlord has also agreed to make available a pool to fund costs associated with certain capital expenditure projects.

On November 1, 2023, the Company completed the sale of a continuing care retirement community, for which the Company received cash proceeds of $12.7 million, net of transaction costs, at closing.

2023 OUTLOOK

For the fourth quarter 2023, the Company is providing the following guidance:

Fourth Quarter 2023 Guidance
RevPAR year-over-year growth
9.5% - 10.0%
Adjusted EBITDA$77 million to $82 million

In the aggregate, the Company expects its full-year 2023 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $195.0 million, excluding reimbursable remediation costs at the Company's communities resulting from 2022 natural disasters. The Company anticipates an additional approximately $28.0 million in reimbursable remediation costs at the Company's communities resulting from 2022 natural disasters, and such costs are expected to be reimbursed from the Company's property and casualty insurance policies in 2023 or 2024.

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 third 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 third quarter on November 7, 2023 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 "864657".

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 November 14, 2023 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 "142154".

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 672 communities in 41 states as of September 30, 2023, with the ability to serve more than 60,000 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, the impacts of the COVID-19 pandemic, including on the nation’s economy and debt and equity markets and the local economies in the Company’s markets, and on the Company and the Company's business, results of operations, cash flow, revenue, expenses, liquidity, and its 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; the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts; 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; 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 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; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; the cost and difficulty of complying with increasing and evolving regulation; changes in, or its failure to comply with, employment-related laws and regulations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; 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
September 30,		Nine Months Ended
September 30,
(in thousands, except per share data)2023202220232022
Resident fees$717,123 $650,248 $2,140,688 $1,927,610 
Management fees2,566 2,967 7,653 9,625 
Reimbursed costs incurred on behalf of managed communities34,979 37,484 103,932 112,013 
Other operating income2,623 66,759 9,073 75,546 
Total revenue and other operating income 757,291 757,458 2,261,346 2,124,794 
Facility operating expense (excluding facility depreciation and
   amortization of $79,384, $81,405, $236,547, and $242,281,
   respectively)
537,411 525,510 1,599,336 1,551,938 
General and administrative expense (including non-cash stock-
   based compensation expense of $2,893, $3,403, $8,966, and
   $10,907, respectively)
43,076 41,331 137,021 128,209 
Facility operating lease expense53,145 41,317 149,784 124,419 
Depreciation and amortization85,932 86,922 255,314 259,229 
Asset impairment9,086 5,688 9,606 17,362 
Loss (gain) on sale of communities, net— — (36,296)— 
Costs incurred on behalf of managed communities34,979 37,484 103,932 112,013 
Income (loss) from operations(6,338)19,206 42,649 (68,376)
Interest income6,323 2,192 17,764 3,065 
Interest expense:
Debt(53,413)(41,330)(155,984)(110,180)
Financing lease obligations(4,950)(11,916)(16,955)(35,968)
Amortization of deferred financing costs(1,910)(1,528)(5,749)(4,590)
Change in fair value of derivatives861 4,901 5,130 9,277 
Equity in earnings (loss) of unconsolidated ventures(1,426)(2,020)(3,156)(9,353)
Non-operating gain (loss) on sale of assets, net— (56)860 611 
Other non-operating income (loss)10,166 1,877 16,512 1,739 
Income (loss) before income taxes(50,687)(28,674)(98,929)(213,775)
Benefit (provision) for income taxes1,876 300 1,029 1,086 
Net income (loss)(48,811)(28,374)(97,900)(212,689)
Net (income) loss attributable to noncontrolling interest15 15 45 (101)
Net income (loss) attributable to Brookdale Senior Living Inc.
   common stockholders		$(48,796)$(28,359)$(97,855)$(212,790)
Basic and diluted net income (loss) per share attributable to
   Brookdale Senior Living Inc. common stockholders		$(0.22)$(0.15)$(0.43)$(1.14)
Weighted average shares used in computing basic and diluted
   net income (loss) per share		225,416 186,790 225,136 186,493 
Page 7


Condensed Consolidated Balance Sheets
(in thousands)September 30, 2023December 31, 2022
Cash and cash equivalents$331,716 $398,850 
Marketable securities66,233 48,680 
Restricted cash41,265 27,735 
Accounts receivable, net47,522 55,761 
Assets held for sale12,675 — 
Prepaid expenses and other current assets, net94,536 106,067 
Total current assets593,947 637,093 
Property, plant and equipment and leasehold intangibles, net4,372,072 4,535,702 
Operating lease right-of-use assets707,434 597,130 
Other assets, net155,616 167,137 
Total assets$5,829,069 $5,937,062 
Current portion of long-term debt$304,504 $66,043 
Current portion of financing lease obligations1,031 24,059 
Current portion of operating lease obligations190,703 176,758 
Other current liabilities402,057 374,345 
Total current liabilities898,295 641,205 
Long-term debt, less current portion3,492,860 3,784,099 
Financing lease obligations, less current portion150,763 224,801 
Operating lease obligations, less current portion722,293 616,973 
Other liabilities71,519 85,831 
Total liabilities5,335,730 5,352,909 
Total Brookdale Senior Living Inc. stockholders' equity491,836 582,605 
Noncontrolling interest1,503 1,548 
Total equity493,339 584,153 
Total liabilities and equity$5,829,069 $5,937,062 
Page 8


Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(in thousands)20232022
Cash Flows from Operating Activities
Net income (loss)$(97,900)$(212,689)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization, net261,063 263,819 
Asset impairment9,606 17,362 
Equity in (earnings) loss of unconsolidated ventures3,156 9,353 
Distributions from unconsolidated ventures from cumulative share of net earnings430 561 
Amortization of entrance fees(732)(1,816)
Proceeds from deferred entrance fee revenue477 2,360 
Deferred income tax (benefit) provision(2,015)(2,068)
Operating lease expense adjustment(33,820)(25,329)
Change in fair value of derivatives(5,130)(9,277)
Loss (gain) on sale of assets, net(37,156)(611)
Non-cash stock-based compensation expense8,966 10,907 
Property and casualty insurance income(14,047)(996)
Other non-operating (income) loss(2,542)— 
Changes in operating assets and liabilities:
Accounts receivable, net8,250 (411)
Prepaid expenses and other assets, net9,347 (11,807)
Prepaid insurance premiums financed with notes payable(6,530)(5,552)
Trade accounts payable and accrued expenses21,444 1,548 
Refundable fees and deferred revenue8,518 7,265 
Operating lease assets and liabilities for lessor capital expenditure
   reimbursements
2,244 9,224 
Net cash provided by (used in) operating activities133,629 51,843 
Cash Flows from Investing Activities
Purchase of marketable securities(159,811)(230,106)
Sale and maturities of marketable securities145,100 323,765 
Capital expenditures, net of related payables(174,700)(150,572)
Acquisition of assets, net of cash acquired(574)(6,004)
Investment in unconsolidated ventures(7,589)(192)
Proceeds from sale of assets, net43,181 5,844 
Property and casualty insurance proceeds19,536 — 
Other(890)(228)
Net cash provided by (used in) investing activities(135,747)(57,493)
Cash Flows from Financing Activities
Proceeds from debt25,532 32,031 
Repayment of debt and financing lease obligations(91,866)(64,190)
Payment of financing costs, net of related payables(940)(646)
Payments of employee taxes for withheld shares(1,880)(4,282)
Other— (760)
Net cash provided by (used in) financing activities(69,154)(37,847)
Net increase (decrease) in cash, cash equivalents, and restricted cash(71,272)(43,497)
Cash, cash equivalents, and restricted cash at beginning of period474,548 438,314 
Cash, cash equivalents, and restricted cash at end of period$403,276 $394,817 
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, gain/loss on facility operating lease termination, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, 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 EndedNine Months Ended
(in thousands)September 30, 2023June 30,
2023		September 30, 2022September 30, 2023September 30, 2022
Net income (loss)$(48,811)$(4,526)$(28,374)$(97,900)$(212,689)
Provision (benefit) for income taxes(1,876)275 (300)(1,029)(1,086)
Equity in (earnings) loss of unconsolidated ventures1,426 1,153 2,020 3,156 9,353 
Non-operating loss (gain) on sale of assets, net— (860)56 (860)(611)
Other non-operating (income) loss(10,166)(3,197)(1,877)(16,512)(1,739)
Interest expense59,412 54,435 49,873 173,558 141,461 
Interest income(6,323)(6,115)(2,192)(17,764)(3,065)
Income (loss) from operations(6,338)41,165 19,206 42,649 (68,376)
Depreciation and amortization85,932 84,448 86,922 255,314 259,229 
Asset impairment9,086 520 5,688 9,606 17,362 
Loss (gain) on sale of communities, net— (36,296)— (36,296)— 
Operating lease expense adjustment(11,458)(11,557)(8,714)(33,820)(25,329)
Non-cash stock-based compensation expense2,893 2,969 3,403 8,966 10,907 
Transaction and organizational restructuring costs105 123 346 3,796 948 
Adjusted EBITDA(4)
$80,220 $81,372 $106,851 $250,215 $194,741 

(4)    Adjusted EBITDA includes a $2.6 million, $4.1 million, and $66.8 million benefit for the three months ended September 30, 2023, June 30, 2023, and September 30, 2022, respectively, and a $9.1 million and $75.5 million benefit for the nine months ended September 30, 2023 and 2022, respectively, of government grants and credits recognized in other operating income.

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. Additionally, Adjusted Free Cash Flow excludes cash used to purchase interest rate cap instruments, as well as any cash provided by settlements of interest rate cap instruments.

Page 11


The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities.
Three Months Ended
(in thousands)September 30, 2023June 30, 2023September 30, 2022
Net cash provided by (used in) operating activities$45,763 $63,824 $63,521 
Net cash provided by (used in) investing activities(31,837)(41,891)22,508 
Net cash provided by (used in) financing activities(19,232)(50,093)(19,754)
Net increase (decrease) in cash, cash equivalents,
    and restricted cash		$(5,306)$(28,160)$66,275 
Net cash provided by (used in) operating activities$45,763 $63,824 $63,521 
Distributions from unconsolidated ventures from cumulative share of net earnings— (430)— 
Changes in prepaid insurance premiums financed with notes payable(6,474)(6,301)(5,700)
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases— — (4,367)
Non-development capital expenditures, net(47,248)(64,815)(43,819)
Property and casualty insurance proceeds10,747 2,367 — 
Payment of financing lease obligations(244)(2,126)(5,506)
Adjusted Free Cash Flow (5)
$2,544 $(7,481)$4,129 

(5)     Adjusted Free Cash Flow includes:
•$2.7 million, $11.9 million, and $62.8 million benefit for the three months ended September 30, 2023, June 30, 2023, and September 30, 2022, respectively, from government grants and credits received.
•$0.1 million, $0.1 million, and $0.3 million for the three months ended September 30, 2023, June 30, 2023, and September 30, 2022, respectively, for transaction and organizational restructuring costs.









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

Supplemental Information 3rd Quarter 2023 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 4,685 Owned 31,385 Leased 20,572 Managed 31 Owned 346 Leased 295 672 communities 56,642 units (1) Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income, including for the three months ended September 30, 2022, $61.1 million of grants from the Provider Relief Fund. Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q Better B (Worse) (W) B(W) Resident fee revenue $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 $ 713,404 $ 710,161 $ 717,123 $ 2,140,688 10.3 % 11.1 % Other operating income $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 $ 2,328 $ 4,122 $ 2,623 (96.1) % (88.0) % Net income (loss) $ (100,032) $ (84,283) $ (28,374) $ (25,651) $ (238,340) $ (44,563) $ (4,526) $ (48,811) (72.0) % 54.0 % Net cash provided by (used in) operating activities $ (23,255) $ 11,577 $ 63,521 $ (48,562) $ 3,281 $ 24,042 $ 63,824 $ 45,763 (28.0) % 157.8 % Adjusted EBITDA (1) $ 37,176 $ 50,714 $ 106,851 $ 46,564 $ 241,305 $ 88,623 $ 81,372 $ 80,220 (24.9) % 28.5 % Adjusted Free Cash Flow $ (53,493) $ (48,463) $ 4,129 $ (103,558) $ (201,385) $ (21,239) $ (7,481) $ 2,544 (38.4) % 73.2 % RevPAR $ 4,032 $ 4,071 $ 4,150 $ 4,199 $ 4,113 $ 4,551 $ 4,544 $ 4,596 10.7 % 11.8 % Weighted average occupancy 73.4% 74.6% 76.4% 77.1% 75.4% 76.3% 76.5% 77.6% 120 bps 200 bps RevPOR $ 5,493 $ 5,459 $ 5,432 $ 5,446 $ 5,457 $ 5,963 $ 5,939 $ 5,919 9.0 % 8.8 % 3Q 2023 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 98 15% 90% > 95% 66 10% 85% > 90% 78 12% 80% > 85% 71 11% 75% > 80% 75 12% 70% > 75% 81 13% Less than 70% 172 27% Total 641 100% Overview As of September 30, 2023 Consolidated: 51,957 Consolidated: 641

 
4 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Resident fee revenue $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 $ 713,404 $ 710,161 $ 717,123 10.3 % 11.1 % Management fee revenue 3,329 3,329 2,967 2,395 12,020 2,577 2,510 2,566 (13.5) % (20.5) % Other operating income 376 8,411 66,759 4,923 80,469 2,328 4,122 2,623 (96.1) % (88.0) % Facility operating expense (512,764) (513,664) (525,510) (531,667) (2,083,605) (530,807) (531,118) (537,411) (2.3) % (3.1) % Combined Segment Operating Income 127,915 138,464 194,464 133,570 594,413 187,502 185,675 184,901 (4.9) % 21.1 % General and administrative expense (1) (40,868) (37,904) (37,582) (36,564) (152,918) (41,947) (42,234) (40,078) (6.6) % (6.8) % Cash facility operating lease payments (see page 14) (49,871) (49,846) (50,031) (50,442) (200,190) (56,932) (62,069) (64,603) (29.1) % (22.6) % Adjusted EBITDA (2) 37,176 50,714 106,851 46,564 241,305 88,623 81,372 80,220 (24.9) % 28.5 % Transaction and Organizational Restructuring Costs (373) (229) (346) (262) (1,210) (3,568) (123) (105) 69.7 % NM Interest expense, net (see page 14) (45,120) (46,909) (51,054) (55,912) (198,995) (51,541) (51,594) (52,040) (1.9) % (8.5) % Payment of financing lease obligations (5,490) (5,610) (5,506) (5,615) (22,221) (5,852) (2,126) (244) 95.6 % 50.5 % Changes in working capital (3) (272) (552) (2,581) (51,578) (54,983) 8,247 27,817 11,495 NM NM Non-Development Capital Expenditures, net (see page 13) (39,326) (45,686) (43,819) (39,335) (168,166) (62,912) (64,815) (47,248) (7.8) % (35.8) % Property and casualty insurance proceeds — — — — — 6,422 2,367 10,747 NM NM Other (4) (88) (191) 584 2,580 2,885 - 6 (658) (379) (281) NM NM Adjusted Free Cash Flow (5) $ (53,493) $ (48,463) $ 4,129 $ (103,558) $ (201,385) $ (21,239) $ (7,481) $ 2,544 (38.4) % 73.2 % 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) Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income. (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 and proceeds from business interruption insurance. (5) In addition to government grants and credits received, the Company’s Adjusted Free Cash Flow for 2022 includes the impacts of repayment of temporary liquidity relief pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”), primarily including $31.6 million paid during the fourth quarter of 2022 for deferred payroll taxes for the year ended December 31, 2020. As of December 31, 2022, the Company has no remaining obligations for the deferred payroll tax program. 2023 Impact ($ in millions) 1Q 2Q 3Q 4Q Full Year Cash facility operating lease payments $ (5) $ (10) $ (13) $ (13) $ (41) Adjusted EBITDA $ (5) $ (10) $ (13) $ (13) $ (41) Interest expense, net 5 7 7 7 26 Payment of financing lease obligations — 3 6 6 15 Adjusted Free Cash Flow — — — — — Impacts of Changes in Lease Classification on Adjusted EBITDA As a result of a lease amendment in the fourth quarter of 2022 with a prospective change in lease classification, for the full year of 2023: • Cash facility operating lease payments: include $22 million of reclassified cash lease payments • Adjusted EBITDA: negatively impacted by $22 million • Adjusted Free Cash Flow: no impact from the change in lease classification As a result of a lease amendment in the second quarter of 2023 with a prospective change in lease classification, for the full year of 2023: • Cash facility operating lease payments: include $19 million of reclassified cash lease payments • Adjusted EBITDA: negatively impacted by $19 million • Adjusted Free Cash Flow: no impact from the change in lease classification

 
5 (1) Resident fee revenue excluded from definitions of RevPAR and RevPOR is $0.7 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) Adjusted EBITDA for the third quarter of 2023 includes $2.6 million of government grants recognized in other operating income. (5) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. 3Q 2023 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Corporate All Other (2) Resident fee revenue (1) $ 717,123 $ 420,351 $ 296,772 $ — $ — Management fee revenue 2,566 — — — 2,566 Other operating income 2,623 1,828 795 — — Facility operating expense (537,411) (322,472) (214,939) — — Combined Segment Operating Income 184,901 99,707 82,628 — 2,566 General and administrative expense (3) (40,078) (21,841) (15,419) — (2,818) Cash facility operating lease payments (64,603) — (63,288) (1,315) — Adjusted EBITDA (4) 80,220 77,866 3,921 (1,315) (252) Transaction and Organizational Restructuring Costs (105) — — (105) — Interest expense, net (52,040) (53,413) (4,679) 6,052 — Payment of financing lease obligations (244) — (52) (192) — Changes in working capital (5) 11,495 — — 11,495 — Non-Development Capital Expenditures, net (47,248) (23,066) (14,715) (9,467) — Property and casualty insurance proceeds 10,747 — — 10,747 — Other (281) — — (281) — Adjusted Free Cash Flow $ 2,544 $ 1,387 $ (15,525) $ 16,934 $ (252) Adjusted EBITDA and Adjusted Free Cash Flow Distribution

 
6 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Total Senior Housing and All Other Revenue (1) $ 640,303 $ 643,717 $ 653,215 $ 660,314 $ 2,597,549 $ 715,981 $ 712,671 $ 719,689 10.2 % 10.9 % Other operating income $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 $ 2,328 $ 4,122 $ 2,623 (96.1) % (88.0) % Combined Segment Operating Income $ 127,915 $ 138,464 $ 194,464 $ 133,570 $ 594,413 $ 187,502 $ 185,675 $ 184,901 (4.9) % 21.1 % Combined segment operating margin 20.0 % 21.2 % 27.0 % 20.1 % 22.2 % 26.1 % 25.9 % 25.6 % (140) bps 300 bps Combined segment adjusted operating margin (2) 19.9 % 20.2 % 19.6 % 19.5 % 19.8 % 25.9 % 25.5 % 25.3 % 570 bps 570 bps Senior Housing Segments (see page 7) Revenue $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 $ 713,404 $ 710,161 $ 717,123 10.3 % 11.1 % Other operating income $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 $ 2,328 $ 4,122 $ 2,623 (96.1) % (88.0) % Senior Housing Operating Income $ 124,586 $ 135,135 $ 191,497 $ 131,175 $ 582,393 $ 184,925 $ 183,165 $ 182,335 (4.8) % 22.0 % Operating margin 19.5 % 20.8 % 26.7 % 19.8 % 21.8 % 25.8 % 25.6 % 25.3 % (140) bps 310 bps Adjusted operating margin (2) 19.5 % 19.8 % 19.2 % 19.2 % 19.4 % 25.6 % 25.2 % 25.1 % 590 bps 580 bps Number of communities (period end) 645 641 641 641 641 641 641 641 — % — % Total Average Units 52,586 52,368 52,158 52,166 52,320 52,177 52,030 51,960 (0.4) % (0.6) % RevPAR $ 4,032 $ 4,071 $ 4,150 $ 4,199 $ 4,113 $ 4,551 $ 4,544 $ 4,596 10.7 % 11.8 % Weighted average occupancy 73.4 % 74.6 % 76.4 % 77.1 % 75.4 % 76.3 % 76.5 % 77.6 % 120 bps 200 bps RevPOR $ 5,493 $ 5,459 $ 5,432 $ 5,446 $ 5,457 $ 5,963 $ 5,939 $ 5,919 9.0 % 8.8 % All Other All Other Segment Operating Income (comprised solely of management fees) $ 3,329 $ 3,329 $ 2,967 $ 2,395 $ 12,020 $ 2,577 $ 2,510 $ 2,566 (13.5) % (20.5) % Resident fee revenue under management (3) $ 52,898 $ 54,284 $ 52,712 $ 50,758 $ 210,652 $ 54,820 $ 53,373 $ 54,246 2.9 % 1.6 % Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income. (3) Not included in consolidated reported amounts.

 
7 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Independent Living Revenue $ 124,404 $ 125,578 $ 128,106 $ 129,705 $ 507,793 $ 140,602 $ 140,670 $ 141,234 10.2 % 11.7 % Other operating income $ 2 $ 1,159 $ 9,520 $ 225 $ 10,906 $ 54 $ 218 $ 215 (97.7) % (95.4) % Segment Operating Income $ 37,684 $ 38,709 $ 46,395 $ 36,162 $ 158,950 $ 46,833 $ 46,361 $ 44,702 (3.6) % 12.3 % Segment operating margin 30.3 % 30.5 % 33.7 % 27.8 % 30.6 % 33.3 % 32.9 % 31.6 % (210) bps 100 bps Segment adjusted operating margin (1) 30.3 % 29.9 % 28.8 % 27.7 % 29.2 % 33.3 % 32.8 % 31.5 % 270 bps 280 bps Number of communities (period end) 68 68 68 68 68 68 68 68 — % — % Total Average Units 12,568 12,569 12,569 12,569 12,569 12,571 12,573 12,569 — % — % RevPAR $ 3,299 $ 3,330 $ 3,397 $ 3,440 $ 3,367 $ 3,728 $ 3,729 $ 3,746 10.3 % 11.7 % Weighted average occupancy 74.6 % 76.0 % 78.3 % 79.1 % 77.0 % 78.6 % 78.9 % 79.6 % 130 bps 270 bps RevPOR $ 4,423 $ 4,380 $ 4,337 $ 4,348 $ 4,371 $ 4,741 $ 4,727 $ 4,705 8.5 % 7.9 % Assisted Living and Memory Care Revenue $ 432,132 $ 434,454 $ 442,097 $ 446,409 $ 1,755,092 $ 486,777 $ 486,523 $ 494,014 11.7 % 12.1 % Other operating income $ 356 $ 6,412 $ 49,721 $ 4,141 $ 60,630 $ 2,027 $ 3,763 $ 2,218 (95.5) % (85.8) % Segment Operating Income $ 76,863 $ 87,588 $ 130,039 $ 85,468 $ 379,958 $ 124,593 $ 124,616 $ 126,731 (2.5) % 27.7 % Segment operating margin 17.8 % 19.9 % 26.4 % 19.0 % 20.9 % 25.5 % 25.4 % 25.5 % (90) bps 390 bps Segment adjusted operating margin (1) 17.7 % 18.7 % 18.2 % 18.2 % 18.2 % 25.2 % 24.8 % 25.2 % 700 bps 690 bps Number of communities (period end) 558 554 554 554 554 554 555 555 0.2 % 0.2 % Total Average Units 34,817 34,598 34,398 34,406 34,555 34,414 34,442 34,480 0.2 % (0.5) % RevPAR $ 4,136 $ 4,183 $ 4,281 $ 4,322 $ 4,230 $ 4,710 $ 4,703 $ 4,769 11.4 % 12.5 % Weighted average occupancy 73.0 % 74.2 % 76.2 % 76.8 % 75.1 % 75.9 % 76.3 % 77.6 % 140 bps 210 bps RevPOR $ 5,665 $ 5,636 $ 5,621 $ 5,623 $ 5,636 $ 6,204 $ 6,164 $ 6,148 9.4 % 9.4 % CCRCs Revenue $ 80,438 $ 80,356 $ 80,045 $ 81,805 $ 322,644 $ 86,025 $ 82,968 $ 81,875 2.3 % 4.2 % Other operating income $ 18 $ 840 $ 7,518 $ 557 $ 8,933 $ 247 $ 141 $ 190 (97.5) % (93.1) % Segment Operating Income $ 10,039 $ 8,838 $ 15,063 $ 9,545 $ 43,485 $ 13,499 $ 12,188 $ 10,902 (27.6) % 7.8 % Segment operating margin 12.5 % 10.9 % 17.2 % 11.6 % 13.1 % 15.6 % 14.7 % 13.3 % (390) bps 100 bps Segment adjusted operating margin (1) 12.5 % 10.0 % 9.4 % 11.0 % 10.7 % 15.4 % 14.5 % 13.1 % 370 bps 380 bps Number of communities (period end) 19 19 19 19 19 19 18 18 (5.3) % (5.3) % Total Average Units 5,201 5,201 5,191 5,191 5,196 5,192 5,015 4,911 (5.4) % (3.1) % RevPAR $ 5,109 $ 5,115 $ 5,105 $ 5,221 $ 5,138 $ 5,490 $ 5,500 $ 5,557 8.9 % 8.0 % Weighted average occupancy 73.2 % 73.4 % 73.3 % 73.8 % 73.4 % 73.4 % 72.0 % 73.2 % (10) bps (40) bps RevPOR $ 6,976 $ 6,970 $ 6,966 $ 7,073 $ 6,997 $ 7,482 $ 7,636 $ 7,594 9.0 % 8.6 % Senior Housing Segments (1) Excludes other operating income.

 
8 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Revenue $ 615,877 $ 621,611 $ 634,205 $ 642,189 $ 2,513,882 $ 696,364 $ 695,582 $ 702,703 10.8 % 11.9 % Other operating income 358 8,121 64,997 4,827 78,303 2,288 4,106 2,405 (96.3) % (88.0) % Revenue and other operating income 616,235 629,732 699,202 647,016 2,592,185 698,652 699,688 705,108 0.8 % 8.1 % Community Labor Expense (333,421) (334,398) (337,965) (339,340) (1,345,124) (337,218) (339,233) (342,439) (1.3) % (1.3) % Other facility operating expense (161,761) (162,749) (172,004) (168,667) (665,181) (177,413) (177,785) (181,844) (5.7) % (8.2) % Facility operating expense(2) (495,182) (497,147) (509,969) (508,007) (2,010,305) (514,631) (517,018) (524,283) (2.8) % (3.6) % Same Community Operating Income $ 121,053 $ 132,585 $ 189,233 $ 139,009 $ 581,880 $ 184,021 $ 182,670 $ 180,825 (4.4) % 23.6 % Same Community adjusted operating income(3) $ 120,695 $ 124,464 $ 124,236 $ 134,182 $ 503,577 $ 181,733 $ 178,564 $ 178,420 43.6 % 45.8 % Same Community operating margin 19.6 % 21.1 % 27.1 % 21.5 % 22.4 % 26.3 % 26.1 % 25.6 % (150) bps 320 bps Same Community adjusted operating margin(3) 19.6 % 20.0 % 19.6 % 20.9 % 20.0 % 26.1 % 25.7 % 25.4 % 580 bps 600 bps Total Average Units 51,062 51,064 51,052 51,053 51,058 51,054 51,056 51,051 — % — % RevPAR $ 4,020 $ 4,058 $ 4,141 $ 4,193 $ 4,103 $ 4,547 $ 4,541 $ 4,588 10.8 % 11.9 % Weighted average occupancy 73.4 % 74.7 % 76.5 % 77.3 % 75.5 % 76.5 % 76.7 % 77.9 % 140 bps 210 bps RevPOR $ 5,476 $ 5,435 $ 5,410 $ 5,426 $ 5,437 $ 5,945 $ 5,918 $ 5,892 8.9 % 8.8 % Same Community Operating Income / Adjusted Operating Income ($ in millions) $121.1 $132.6 $189.2 $139.0 $184.0 $182.7 $180.8 Same Community Other Operating Income Same Community Adjusted Operating Income 1Q 2022 2Q 2022 3Q 2022 4Q 2022 1Q 2023 2Q 2023 3Q 2023 Same Community RevPAR / Weighted Average Occupancy $4,020 $4,058 $4,141 $4,193 $4,547 $4,541 $4,588 73.4% 74.7% 76.5% 77.3% 76.5% 76.7% 77.9% RevPAR Weighted Average Occupancy 1Q 2022 2Q 2022 3Q 2022 4Q 2022 1Q 2023 2Q 2023 3Q 2023 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 632 communities which represents 98.6% 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 $8.0 million and $(0.1) million for the full year 2022 and the nine months ended September 30, 2023, respectively. (3) Excludes other operating income. (2) (3)

 
9 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Independent Living Revenue $ 124,404 $ 125,578 $ 128,106 $ 129,705 $ 507,793 $ 140,602 $ 140,670 $ 141,234 10.2 % 11.7 % Other operating income 2 1,159 9,520 225 10,906 54 218 215 (97.7) % (95.4) % Community Labor Expense (51,787) (53,229) (53,865) (55,084) (213,965) (54,936) (55,093) (55,800) (3.6) % (4.4) % Other facility operating expense (35,015) (34,817) (37,300) (36,978) (144,110) (38,688) (39,612) (41,108) (10.2) % (11.5) % Facility operating expense (86,802) (88,046) (91,165) (92,062) (358,075) (93,624) (94,705) (96,908) (6.3) % (7.2) % Same Community Operating Income $ 37,604 $ 38,691 $ 46,461 $ 37,868 $ 160,624 $ 47,032 $ 46,183 $ 44,541 (4.1) % 12.2 % Same Community operating margin 30.2 % 30.5 % 33.8 % 29.1 % 31.0 % 33.4 % 32.8 % 31.5 % (230) bps 100 bps Same Community adjusted operating margin (2) 30.2 % 29.9 % 28.8 % 29.0 % 29.5 % 33.4 % 32.7 % 31.4 % 260 bps 290 bps Total Average Units 12,568 12,569 12,569 12,569 12,569 12,571 12,573 12,569 — % — % RevPAR $ 3,299 $ 3,330 $ 3,397 $ 3,440 $ 3,367 $ 3,728 $ 3,729 $ 3,746 10.3 % 11.7 % Weighted average occupancy 74.6 % 76.0 % 78.3 % 79.1 % 77.0 % 78.6 % 78.9 % 79.6 % 130 bps 270 bps RevPOR $ 4,423 $ 4,380 $ 4,337 $ 4,348 $ 4,371 $ 4,741 $ 4,727 $ 4,705 8.5 % 7.9 % Assisted Living and Memory Care Revenue $ 423,932 $ 428,183 $ 438,277 $ 442,709 $ 1,733,101 $ 482,079 $ 481,025 $ 488,071 11.4 % 12.5 % Other operating income 356 6,278 49,187 4,140 59,961 2,025 3,755 2,152 (95.6) % (85.8) % Community Labor Expense (240,570) (239,297) (242,217) (242,526) (964,610) (240,328) (241,461) (243,880) (0.7) % (0.5) % Other facility operating expense (108,580) (108,978) (115,707) (112,159) (445,424) (119,560) (118,981) (120,955) (4.5) % (7.9) % Facility operating expense (349,150) (348,275) (357,924) (354,685) (1,410,034) (359,888) (360,442) (364,835) (1.9) % (2.8) % Same Community Operating Income $ 75,138 $ 86,186 $ 129,540 $ 92,164 $ 383,028 $ 124,216 $ 124,338 $ 125,388 (3.2) % 28.6 % Same Community operating margin 17.7 % 19.8 % 26.6 % 20.6 % 21.4 % 25.7 % 25.6 % 25.6 % (100) bps 400 bps Same Community adjusted operating margin (2) 17.6 % 18.7 % 18.3 % 19.9 % 18.6 % 25.3 % 25.1 % 25.2 % 690 bps 700 bps Total Average Units 34,170 34,171 34,169 34,170 34,170 34,169 34,169 34,168 — % — % RevPAR $ 4,136 $ 4,177 $ 4,276 $ 4,319 $ 4,227 $ 4,703 $ 4,693 $ 4,761 11.3 % 12.5 % Weighted average occupancy 72.9 % 74.2 % 76.2 % 76.9 % 75.1 % 75.9 % 76.3 % 77.6 % 140 bps 210 bps RevPOR $ 5,670 $ 5,628 $ 5,613 $ 5,616 $ 5,632 $ 6,193 $ 6,152 $ 6,134 9.3 % 9.3 % CCRCs Revenue $ 67,541 $ 67,850 $ 67,822 $ 69,775 $ 272,988 $ 73,683 $ 73,887 $ 73,398 8.2 % 8.7 % Other operating income — 684 6,290 462 7,436 209 133 38 (99.4) % (94.6) % Community Labor Expense (41,064) (41,872) (41,883) (41,730) (166,549) (41,954) (42,679) (42,759) (2.1) % (2.1) % Other facility operating expense (18,166) (18,954) (18,997) (19,530) (75,647) (19,165) (19,192) (19,781) (4.1) % (3.6) % Facility operating expense (59,230) (60,826) (60,880) (61,260) (242,196) (61,119) (61,871) (62,540) (2.7) % (2.5) % Same Community Operating Income $ 8,311 $ 7,708 $ 13,232 $ 8,977 $ 38,228 $ 12,773 $ 12,149 $ 10,896 (17.7) % 22.5 % Same Community operating margin 12.3 % 11.2 % 17.9 % 12.8 % 13.6 % 17.3 % 16.4 % 14.8 % (310) bps 230 bps Same Community adjusted operating margin (2) 12.3 % 10.4 % 10.2 % 12.2 % 11.3 % 17.1 % 16.3 % 14.8 % 460 bps 500 bps Total Average Units 4,324 4,324 4,314 4,314 4,319 4,314 4,314 4,314 — % (0.2) % RevPAR $ 5,207 $ 5,231 $ 5,240 $ 5,391 $ 5,267 $ 5,693 $ 5,709 $ 5,671 8.2 % 8.9 % Weighted average occupancy 73.7 % 74.1 % 74.2 % 74.8 % 74.2 % 74.5 % 74.0 % 74.8 % 60 bps 50 bps RevPOR $ 7,063 $ 7,059 $ 7,067 $ 7,210 $ 7,100 $ 7,638 $ 7,712 $ 7,584 7.3 % 8.2 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 68 Independent Living communities, 548 Assisted Living and Memory Care communities, and 16 CCRC communities. (2) Excludes other operating income.

 
10 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Revenue $ 370,337 $ 374,231 $ 379,913 $ 386,244 $ 1,510,725 $ 418,624 $ 416,298 $ 420,351 10.6 % 11.6 % Other operating income 300 5,240 38,372 3,670 47,582 1,885 3,515 1,828 (95.2) % (83.5) % Facility operating expense (304,715) (307,694) (314,480) (319,835) (1,246,724) (319,727) (318,572) (322,472) (2.5) % (3.7) % Owned Portfolio Operating Income $ 65,922 $ 71,777 $ 103,805 $ 70,079 $ 311,583 $ 100,782 $ 101,241 $ 99,707 (3.9) % 24.9 % Owned Portfolio operating margin 17.8 % 18.9 % 24.8 % 18.0 % 20.0 % 24.0 % 24.1 % 23.6 % (120) bps 320 bps Owned Portfolio adjusted operating margin (1) 17.7 % 17.8 % 17.2 % 17.2 % 17.5 % 23.6 % 23.5 % 23.3 % 610 bps 590 bps Additional Information Interest expense: property level and corporate debt $ (33,157) $ (35,693) $ (41,330) $ (47,689) $ (157,869) $ (50,315) $ (52,256) $ (53,413) (29.2) % (41.6) % Community level capital expenditures, net (see page 13) $ (20,907) $ (25,934) $ (24,568) $ (20,341) $ (91,750) $ (27,135) $ (32,882) $ (23,066) 6.1 % (16.3) % Number of communities (period end) 347 346 346 346 346 346 346 346 — % — % Total Average Units 31,635 31,694 31,588 31,596 31,629 31,597 31,446 31,380 (0.7) % (0.5) % RevPAR $ 3,893 $ 3,928 $ 3,999 $ 4,066 $ 3,971 $ 4,405 $ 4,404 $ 4,458 11.5 % 12.2 % Weighted average occupancy 72.5 % 73.6 % 75.4 % 76.4 % 74.5 % 75.8 % 75.8 % 77.0 % 160 bps 230 bps RevPOR $ 5,370 $ 5,333 $ 5,301 $ 5,324 $ 5,332 $ 5,814 $ 5,808 $ 5,790 9.2 % 8.8 % Senior Housing Owned Portfolio Interest Coverage for the twelve months ended September 30, 2023 1.37x Interest Coverage for the twelve months ended September 30, 2023 (excluding other operating income) 1.31x Net Debt as of September 30, 2023 (see page 15) $3,394,813 (1) Excludes other operating income.

 
11 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Revenue $ 266,637 $ 266,157 $ 270,335 $ 271,675 $ 1,074,804 $ 294,780 $ 293,863 $ 296,772 9.8 % 10.2 % Other operating income 76 3,171 28,387 1,253 32,887 443 607 795 (97.2) % (94.2) % Facility operating expense (208,049) (205,970) (211,030) (211,832) (836,881) (211,080) (212,546) (214,939) (1.9) % (2.2) % Leased Portfolio Operating Income $ 58,664 $ 63,358 $ 87,692 $ 61,096 $ 270,810 $ 84,143 $ 81,924 $ 82,628 (5.8) % 18.6 % Leased Portfolio operating margin 22.0 % 23.5 % 29.4 % 22.4 % 24.4 % 28.5 % 27.8 % 27.8 % (160) bps 290 bps Leased Portfolio adjusted operating margin (1) 22.0 % 22.6 % 21.9 % 22.0 % 22.1 % 28.4 % 27.7 % 27.6 % 570 bps 570 bps Additional Information Cash facility lease payments on leased portfolio (see page 14) $ (65,509) $ (65,582) $ (65,632) $ (66,197) $ (262,920) $ (67,572) $ (67,888) $ (68,019) (3.6) % (3.4) % Community level capital expenditures, net (see page 13) $ (12,572) $ (12,503) $ (13,128) $ (8,773) $ (46,976) $ (14,734) $ (17,010) $ (14,715) (12.1) % (21.6) % Number of communities (period end) 298 295 295 295 295 295 295 295 — % — % Total Average Units 20,951 20,674 20,570 20,570 20,691 20,580 20,584 20,580 — % (0.7) % RevPAR $ 4,242 $ 4,291 $ 4,381 $ 4,402 $ 4,329 $ 4,775 $ 4,759 $ 4,807 9.7 % 11.1 % Weighted average occupancy 74.8 % 76.0 % 77.9 % 78.2 % 76.7 % 77.2 % 77.6 % 78.6 % 70 bps 160 bps RevPOR $ 5,672 $ 5,646 $ 5,626 $ 5,630 $ 5,643 $ 6,188 $ 6,134 $ 6,112 8.6 % 8.8 % Lease Coverage for the twelve months ended September 30, 2023 0.91x Lease Coverage for the twelve months ended September 30, 2023 (excluding other operating income) 0.90x Operating and financing lease obligations as of September 30, 2023 (see page 20)(2) $ 1,027,638 Facility Lease Maturity Information (Leased Portfolio as of September 30, 2023)(3) Initial Lease Maturities Community Count Total Units Cash Facility Lease Payments (4) 2023 18 733 $ 5,947 2024 6 854 15,263 2025 122 10,329 108,824 2026 2 153 1,613 2027 24 2,555 47,876 Thereafter 123 5,948 90,159 Total 295 20,572 $ 269,682 Senior Housing Leased Portfolio (1) Excludes other operating income. (2) Amount recognized on consolidated balance sheet reflects the discounted future minimum lease payments and the residual value for financing lease obligations. (3) The Company did not exercise its lease renewal option for 35 communities. Amounts reflect leases which were executed in August 2023 and October 2023 for 10 and 7 of the communities, respectively, for a lease term from January 1, 2024 to December 31, 2029. (4) Cash facility lease payments for the twelve months ended September 30, 2023.

 
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 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 21,938 $ 20,419 $ 20,311 $ 19,928 $ 82,596 $ 22,857 $ 23,027 $ 21,841 (7.5) % (8.1) % Senior Housing Leased Portfolio allocation 15,795 14,523 14,453 14,017 58,788 16,095 16,255 15,419 (6.7) % (6.7) % All Other allocation 3,135 2,962 2,818 2,619 11,534 2,995 2,952 2,818 — % 1.7 % Subtotal G&A expense allocations 40,868 37,904 37,582 36,564 152,918 41,947 42,234 40,078 (6.6) % (6.8) % Non-cash stock-based compensation expense 3,885 3,619 3,403 3,559 14,466 3,104 2,969 2,893 15.0 % 17.8 % Transaction and Organizational Restructuring Costs 373 229 346 262 1,210 3,568 123 105 69.7% NM General and administrative expense $ 45,126 $ 41,752 $ 41,331 $ 40,385 $ 168,594 $ 48,619 $ 45,326 $ 43,076 (4.2) % (6.9) % 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Resident fee revenue $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 $ 713,404 $ 710,161 $ 717,123 10.3 % 11.1 % Resident fee revenue under management (2) 52,898 54,284 52,712 50,758 210,652 54,820 53,373 54,246 2.9 % 1.6 % Total (consolidated and under management) (2) $ 689,872 $ 694,672 $ 702,960 $ 708,677 $ 2,796,181 $ 768,224 $ 763,534 $ 771,369 9.7 % 10.3 % 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) 5.9% 5.5% 5.3% 5.2% 5.5% 5.5% 5.5% 5.2% 10 bps 20 bps G&A expense (including non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 6.5% 6.0% 5.9% 5.7% 6.0% 6.3% 5.9% 5.6% 30 bps 20 bps G&A Expense

 
13 ($ in 000s, except for community level capital expenditures, per average unit) 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Community level capital expenditures, including allocations (1) Senior Housing Owned Portfolio $ 20,907 $ 25,934 $ 24,568 $ 20,341 $ 91,750 $ 27,135 $ 32,882 $ 23,066 6.1 % (16.3) % Senior Housing Leased Portfolio 12,572 12,503 13,128 8,773 46,976 14,734 17,010 14,715 (12.1) % (21.6) % Community level capital expenditures, net (A) 33,479 38,437 37,696 29,114 138,726 41,869 49,892 37,781 (0.2) % (18.2) % Corporate capital expenditures (2) 5,847 7,249 6,123 10,221 29,440 21,043 14,923 9,467 (54.6) % (136.4) % Non-Development Capital Expenditures, net (1) 39,326 45,686 43,819 39,335 168,166 62,912 64,815 47,248 (7.8) % (35.8) % Development Capital Expenditures, net 861 1,829 1,667 1,836 6,193 519 385 405 75.7 % 70.0 % Total capital expenditures, net (1) 40,187 47,515 45,486 41,171 174,359 63,431 65,200 47,653 (4.8) % (32.4) % Property and casualty insurance proceeds — — — — — (6,422) (2,367) (10,747) NM NM Total capital expenditures, net of property and casualty insurance proceeds received (1) $ 40,187 $ 47,515 $ 45,486 $ 41,171 $ 174,359 $ 57,009 $ 62,833 $ 36,906 18.9 % (17.7) % Capital Expenditures Reconciliation to Statements of Cash Flow Total capital expenditures, net (1) $ 40,187 $ 47,515 $ 45,486 $ 41,171 $ 174,359 $ 63,431 $ 65,200 $ 47,653 Lessor reimbursements: non-development capital expenditures 4,697 7,136 7,094 6,723 25,650 2,244 — — Change in related payables (4,928) 2,244 1,141 (1,542) (3,085) (15,975) (5,075) 17,222 Total cash paid for capital expenditures $ 39,956 $ 56,895 $ 53,721 $ 46,352 $ 196,924 $ 49,700 $ 60,125 $ 64,875 (20.8) % (16.0) % Senior Housing Total Average Units (B) 52,586 52,368 52,158 52,166 52,320 52,177 52,030 51,960 (0.4) % (0.6) % Community level capital expenditures, net, per average unit (A/B) $ 637 $ 734 $ 723 $ 558 $ 2,651 $ 802 $ 959 $ 727 (0.6) % (18.9) % Capital Expenditures (1) Amounts are presented net of lessor reimbursements. (2) Includes remediation costs at communities resulting from natural disasters of $9.7 million and $29.2 million for the full year 2022 and the nine months ended September 30, 2023, 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 fourth quarter of 2022 and second quarter of 2023 with no impact to total cash facility lease payments. See page 4. (2) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 2022 2023 3Q23 vs 3Q22 YTD 3Q23 vs YTD 3Q22 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Operating Lease Obligations Facility operating lease expense $ 41,564 $ 41,538 $ 41,317 $ 40,875 $ 165,294 $ 46,127 $ 50,512 $ 53,145 Operating lease expense adjustment 8,307 8,308 8,714 9,567 34,896 10,805 11,557 11,458 Cash facility operating lease payments (1) 49,871 49,846 50,031 50,442 200,190 56,932 62,069 64,603 (29.1) % (22.6) % Financing Lease Obligations Interest expense: financing lease obligations 12,058 11,994 11,916 12,093 48,061 6,552 5,453 4,950 Payment of financing lease obligations 5,490 5,610 5,506 5,615 22,221 5,852 2,126 244 Cash financing lease payments (1) 17,548 17,604 17,422 17,708 70,282 12,404 7,579 5,194 70.2 % 52.1 % Total cash facility lease payments (2) $ 67,419 $ 67,450 $ 67,453 $ 68,150 $ 270,472 $ 69,336 $ 69,648 $ 69,797 (3.5) % (3.2) % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 12,058 $ 11,994 $ 11,916 $ 12,093 $ 48,061 $ 6,552 $ 5,453 $ 4,950 58.5 % 52.9 % Interest income (95) (778) (2,192) (3,870) (6,935) (5,326) (6,115) (6,323) 188.5 % NM Interest expense: debt 33,157 35,693 41,330 47,689 157,869 50,315 52,256 53,413 (29.2) % (41.6) % Interest expense, net 45,120 46,909 51,054 55,912 198,995 51,541 51,594 52,040 (1.9) % (8.5) % Amortization of deferred financing costs 1,542 1,520 1,528 1,856 6,446 1,940 1,899 1,910 Change in fair value of derivatives (3,403) (973) (4,901) 1,618 (7,659) 904 (5,173) (861) Interest income 95 778 2,192 3,870 6,935 5,326 6,115 6,323 Interest expense per income statement $ 43,354 $ 48,234 $ 49,873 $ 63,256 $ 204,717 $ 59,711 $ 54,435 $ 59,412 (19.1) % (22.7) % Cash Facility Lease Payments

 
15 $396 $453 $439 $440 $405 09/30/2022 12/31/2022 03/31/2023 06/30/2023 09/30/2023 Total Liquidity ($ in millions) (1) Includes the carrying amount of debt of which 92.0%, or $3.5 billion, represented non-recourse property-level mortgage financings. (2) The weighted average fixed cap and swap rate is 4.14%. (3) Amount includes maturities and recurring principal payments and excludes $25 million in deferred financing costs, net. (4) Reflects rates as of September 30, 2023. (5) Excludes convertible senior notes and includes the amortizing notes component of tangible equity units of $20.0 million. (6) Includes $257.1 million principal amount of debt maturing in September 2024. (7) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non- GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. Leverage Ratio ($ in 000s) Twelve Months Ended September 30, 2023 Annualized Leverage Cash facility operating lease payments (see page 14) (234,046) Adjusted EBITDA 296,779 Cash financing lease payments (see page 14) (42,885) Adjusted EBITDA after cash financing lease payments (A) $ 253,894 As of September 30, 2023 Debt $ 3,797,364 Cash and cash equivalents (331,716) Marketable securities (66,233) Restricted cash held as collateral against existing debt (4,602) Net Debt (B) 3,394,813 13.4 x (B/A) Operating and financing lease obligations (see page 20) (7) 1,034,649 Adjusted Net Debt $ 4,429,462 Debt ($ in millions) Principal Payments (3) Weighted Rate (4) 2023 $ 15 6.22 % 2024(6) 310 4.76 % 2025 574 7.26 % 2026 304 2.70 % 2027 960 5.99 % Thereafter 1,659 5.18 % Total $ 3,822 5.47 % Capital Structure $226 $2,053 $1,419 $99 Debt Structure (1) ($ in millions) As of September 30, 2023 Weighted Rate Fixed rate debt (5) 4.19 % Variable rate debt 7.70 % Fixed rate convertible senior notes 2.00 % Total debt 5.47 % 54% 37% Fixed rate debt (5) Variable rate debt with interest rate caps and swaps (2) Variable rate debt - unhedged 3% Line of credit available to draw Cash and cash equivalents and marketable securities 6% Fixed rate convertible senior notes

 
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, gain/loss on facility operating lease termination, 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, corporate offices, 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 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 November 6, 2023 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.

 
19 2022 2023 Twelve Months Ended September 30, 2023($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q Net income (loss) $ (100,032) $ (84,283) $ (28,374) $ (25,651) $ (238,340) $ (44,563) $ (4,526) $ (48,811) $ (123,551) Provision (benefit) for income taxes (1,976) 1,190 (300) (473) (1,559) 572 275 (1,876) (1,502) Equity in (earnings) loss of unconsolidated ventures 4,894 2,439 2,020 1,429 10,782 577 1,153 1,426 4,585 Loss (gain) on debt modification and extinguishment, net — — — 1,357 1,357 — — — 1,357 Non-operating loss (gain) on sale of assets, net 294 (961) 56 16 (595) — (860) — (844) Other non-operating (income) loss 27 111 (1,877) (10,375) (12,114) (3,149) (3,197) (10,166) (26,887) Interest expense 43,354 48,234 49,873 63,256 204,717 59,711 54,435 59,412 236,814 Interest income (95) (778) (2,192) (3,870) (6,935) (5,326) (6,115) (6,323) (21,634) Income (loss) from operations (53,534) (34,048) 19,206 25,689 (42,687) 7,822 41,165 (6,338) 68,338 Depreciation and amortization 85,684 86,623 86,922 88,215 347,444 84,934 84,448 85,932 343,529 Asset impairment 9,075 2,599 5,688 12,256 29,618 — 520 9,086 21,862 Loss (gain) on sale of communities, net — — — (73,850) (73,850) — (36,296) — (110,146) Operating lease expense adjustment (8,307) (8,308) (8,714) (9,567) (34,896) (10,805) (11,557) (11,458) (43,387) Non-cash stock-based compensation expense 3,885 3,619 3,403 3,559 14,466 3,104 2,969 2,893 12,525 Transaction and Organizational Restructuring Costs 373 229 346 262 1,210 3,568 123 105 4,058 Adjusted EBITDA (1) $ 37,176 $ 50,714 $ 106,851 $ 46,564 $ 241,305 $ 88,623 $ 81,372 $ 80,220 $ 296,779 Interest expense: financing lease obligations (12,058) (11,994) (11,916) (12,093) (48,061) (6,552) (5,453) (4,950) (29,048) Payment of financing lease obligations (5,490) (5,610) (5,506) (5,615) (22,221) (5,852) (2,126) (244) (13,837) Adjusted EBITDA after cash financing lease payments $ 19,628 $ 33,110 $ 89,429 $ 28,856 $ 171,023 $ 76,219 $ 73,793 $ 75,026 $ 253,894 Other operating income $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 $ 2,328 $ 4,122 $ 2,623 $ 13,996 Adjusted EBITDA and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Appendix: Non-GAAP Financial Measures (continued) (1) Adjusted EBITDA includes government grants and credits recognized in other operating income.

 
20 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of September 30, 2023 Long-term debt (including current portion) $ 3,797,364 Cash and cash equivalents (331,716) Marketable securities (66,233) Cash held as collateral against existing debt (4,602) Net Debt 3,394,813 Operating and financing lease obligations 1,064,790 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (30,141) Adjusted Net Debt $ 4,429,462 Operating and financing lease obligations $ 1,064,790 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (30,141) Adjusted operating and financing lease obligations 1,034,649 Operating and financing lease obligations related to corporate office and information technology leases (7,011) Operating and financing lease obligations for Leased Portfolio $ 1,027,638 Appendix: Non-GAAP Financial Measures (continued)

 
21 2022 2023 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q Net cash provided by (used in) operating activities $ (23,255) $ 11,577 $ 63,521 $ (48,562) $ 3,281 $ 24,042 $ 63,824 $ 45,763 Net cash provided by (used in) investing activities (36,163) (43,838) 22,508 (9,936) (67,429) (62,019) (41,891) (31,837) Net cash provided by (used in) financing activities (403) (17,690) (19,754) 138,229 100,382 171 (50,093) (19,232) Net increase (decrease) in cash, cash equivalents and restricted cash $ (59,821) $ (49,951) $ 66,275 $ 79,731 $ 36,234 $ (37,806) $ (28,160) $ (5,306) Net cash provided by (used in) operating activities $ (23,255) $ 11,577 $ 63,521 $ (48,562) $ 3,281 $ 24,042 $ 63,824 $ 45,763 Distributions from unconsolidated ventures from cumulative share of net earnings (561) — — — (561) — (430) — Changes in prepaid insurance premiums financed with notes payable 16,629 (5,377) (5,700) (5,552) — 19,305 (6,301) (6,474) Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (1,490) (3,367) (4,367) (4,494) (13,718) (2,244) — — Non-development capital expenditures, net (39,326) (45,686) (43,819) (39,335) (168,166) (62,912) (64,815) (47,248) Property and casualty insurance proceeds — — — — — 6,422 2,367 10,747 Payment of financing lease obligations (5,490) (5,610) (5,506) (5,615) (22,221) (5,852) (2,126) (244) Adjusted Free Cash Flow (1) $ (53,493) $ (48,463) $ 4,129 $ (103,558) $ (201,385) $ (21,239) $ (7,481) $ 2,544 (1) Adjusted Free Cash Flow includes: Cash received - government grants and credits $ 782 $ 4,593 $ 62,750 $ 1,409 $ 69,534 $ 13,354 $ 11,955 $ 2,690 Cash payments - deferred payroll taxes $ — $ — $ — $ (31,553) $ (31,553) $ — $ — $ — Cash recouped - Medicare advances $ (1,848) $ (1,240) $ — $ — $ (3,088) $ — $ — $ — 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

 
v3.23.3
Cover Page
Nov. 06, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 06, 2023
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
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Brookdale Senior Living (NYSE:BKD)
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