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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)February 18, 2025
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.)
105 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 February 18, 2025, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its fourth quarter and full year 2024 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.

Supplemental information related to the Company's fourth quarter and full year 2024 results is furnished herewith as Exhibit 99.2.

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

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

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

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits



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



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BROOKDALE SENIOR LIVING INC.
Date:February 18, 2025By:/s/ Chad C. White
Name:Chad C. White
Title:Executive Vice President, General Counsel and Secretary




Exhibit 99.1
logo2a10a.jpg

Brookdale Announces Fourth Quarter and Full Year 2024 Results

Nashville, Tenn., February 18, 2025 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter and full year ended December 31, 2024.

HIGHLIGHTS

Fourth quarter consolidated revenue per available unit (RevPAR) increased 5.5% over the prior year quarter and was at the top end of the previously provided guidance range.
Fourth quarter consolidated weighted average occupancy grew 100 basis points over the prior year quarter on strong move-in volume which also supported January's sequential occupancy outperformance versus pre-pandemic normal seasonality.
Through consistent execution of strategic priorities and commitment to growth, fourth quarter net income (loss) improved nearly 8% and Adjusted EBITDA(1) improved nearly 16% year-over-year and exceeded the previously provided guidance range.
Net cash provided by operating activities increased 54% and Adjusted Free Cash Flow(1) improved 46% for the fourth quarter compared to the prior year quarter.
Entered into a lease amendment with Ventas, Inc., including non-renewal of 55 communities, which is expected to generate a considerable increase to the Company’s near- and long-term cash flows.
Beneficially refinanced more than $300 million of 2027 debt maturities at a lower interest rate.
Completed the acquisition of 11 previously leased communities, increasing portfolio ownership and replacing lease payments with a lower cost of capital.

"In 2024, Brookdale made significant progress to achieving its long-term potential. We are proud of the meaningful improvements across many financial, operational, and resident satisfaction metrics. We are grateful for being recognized externally for our workplace culture, leading clinical programming, and being a ‘best of’ in hundreds of our local markets. Importantly, we delivered positive Adjusted Free Cash Flow in the back half of the year and have positioned the business to generate meaningful Adjusted Free Cash Flow in 2025 through continued focus on profitable occupancy growth and appropriate expense management, completed and pending acquisitions of leased portfolios, and beneficial negotiation of recent lease amendments,” said Lucinda (“Cindy”) Baier, Brookdale’s President and CEO. “As we look to 2025 and beyond, we remain committed to enriching the lives of even more seniors who choose Brookdale to call home, to ensuring that we remain an attractive place for associates to work and to grow their careers, and to creating additional value for our shareholders in the near and long term.”

SUMMARY OF FOURTH QUARTER FINANCIAL RESULTS

Consolidated summary of operating results and metrics:

Year-Over-Year
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)4Q 20244Q 2023AmountPercent3Q 2024AmountPercent
Resident fees$744.4$716.6$27.83.9%$743.7$0.70.1%
Facility operating expense554.9530.524.44.6%548.36.61.2%
General and administrative expense48.541.96.615.9%44.93.68.0%
Cash facility operating lease payments55.964.5(8.6)(13.4)%64.4(8.5)(13.2)%
Net income (loss)(83.9)(91.2)(7.3)(7.9)%(50.7)33.265.4%
Adjusted EBITDA (1)
98.585.313.215.5%92.26.36.8%
RevPAR$4,873$4,619$2545.5%$4,869$40.1%
Weighted average occupancy79.4%78.4%100 bpsn/a78.9%50 bpsn/a
RevPOR$6,136$5,889$2474.2%$6,171$(35)(0.6)%

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


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

Year-Over-Year
Increase / (Decrease)
Sequential Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)4Q 20244Q 2023AmountPercent3Q 2024AmountPercent
Resident fees$729.4$693.0$36.45.2%$729.1$0.3—%
Facility operating expense$539.3$511.0$28.35.5%$535.4$3.90.7%
RevPAR$4,866$4,625$2415.2%$4,864$2—%
Weighted average occupancy79.5%78.6%90 bpsn/a79.0%50 bpsn/a
RevPOR$6,121$5,888$2334.0%$6,159$(38)(0.6)%

(2)    The same community senior housing portfolio includes operating results and data for 610 communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. To aid in comparability, same community operating results exclude natural disaster expense.

Recent consolidated occupancy trend:

2023
JanFebMarAprMayJunJulAugSepOctNovDec
Weighted average76.6 %76.3 %76.1 %76.2 %76.6 %76.8 %77.1 %77.6 %78.2 %78.6 %78.4 %78.3 %
Month end77.6 %77.4 %77.6 %77.6 %78.1 %78.2 %78.5 %79.3 %79.7 %79.5 %79.6 %79.3 %
20242025
JanFebMarAprMayJunJulAugSepOctNovDecJan
Weighted average78.0 %77.9 %77.9 %77.9 %78.1 %78.2 %78.6 %78.9 %79.2 %79.4 %79.5 %79.3 %79.2 %
Month end79.3 %79.2 %79.1 %79.2 %79.5 %79.7 %79.9 %80.4 %80.5 %80.8 %80.4 %80.5 %80.6 %

OVERVIEW OF FOURTH QUARTER RESULTS

Resident fees.
4Q 2024 vs 4Q 2023:
Resident fees increased primarily due to the increases in RevPOR and weighted average occupancy, partially offset by the disposition of communities, primarily through lease terminations, since the beginning of the prior year period, which resulted in $10.5 million less in resident fees during the fourth quarter of 2024.
The increase in RevPOR was primarily the result of the current year rate increases.
The increase in weighted average occupancy primarily reflects the impact of the Company's execution on key initiatives to rebuild occupancy lost due to the pandemic.
4Q 2024 vs 3Q 2024: Resident fees increased primarily due to the 50 basis point increase in weighted average occupancy, an improvement from normal pre-pandemic seasonality trends, partially offset by the decrease in RevPOR.

Facility operating expense.
4Q 2024 vs 4Q 2023:
The increase in facility operating expense was primarily due to broad inflationary pressure and increases in insurance expense, natural disaster expense as a result of expenses incurred for hurricanes, and marketing expense.
These increases were partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $8.8 million less in facility operating expense during the fourth quarter of 2024.
4Q 2024 vs 3Q 2024: The increase in facility operating expense was primarily due to increases in insurance expense and natural disaster expense as a result of expenses incurred for hurricanes, partially offset by decreases in marketing expense and seasonal utility expense.

General and administrative expense: The increase compared to the fourth quarter of 2023 and the third quarter of 2024 was primarily due to $7.0 million of legal expenses recognized in the fourth quarter of 2024. The legal expense relates to certain pending putative class action litigation previously described in the Company’s SEC filings, representing the current
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estimate of the Company’s ultimate cost to resolve such litigation, net of estimated probable insurance recoveries.

Cash facility operating lease payments: The decrease compared to the fourth quarter of 2023 and the third quarter of 2024 was primarily due to the change in lease classification from operating leases to financing leases for communities subject to acquisition agreements.

Net income (loss).
4Q 2024 vs 4Q 2023: The decrease in net loss was primarily due to the increase in resident fees and a decrease in asset impairment expense, partially offset by the increase in facility operating expense and a $15.5 million loss on debt extinguishment recognized in the fourth quarter of 2024 for the Company's convertible notes exchange and issuance transactions.
4Q 2024 vs 3Q 2024: The increase in net loss was primarily due to the $15.5 million loss on debt extinguishment recognized in the fourth quarter of 2024 for the Company's convertible notes exchange and issuance transactions and the increase in facility operating expense.

Adjusted EBITDA.
4Q 2024 vs 4Q 2023: The increase was primarily due to the increase in resident fees and the change in the classification of lease payments for communities subject to acquisition agreements, partially offset by the increase in facility operating expense.
4Q 2024 vs 3Q 2024: The increase was primarily due to the change in the classification of lease payments for communities subject to acquisition agreements and lower general and administrative expenses, partially offset by the increase in facility operating expense.

FULL YEAR RESULTS

Consolidated summary of operating results and metrics:
Year-Over-Year
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)20242023AmountPercent
Resident fee revenue$2,972.1$2,857.3$114.84.0%
Facility operating expense2,183.32,129.853.52.5%
General and administrative expense185.9178.97.03.9%
Cash facility operating lease payments249.4248.11.30.5%
Net income (loss)(202.0)(189.1)12.96.8%
Adjusted EBITDA (1)
386.2335.550.715.1%
RevPAR$4,858$4,577$2816.1%
Weighted average occupancy78.6%77.2%140 bpsn/a
RevPOR$6,182$5,927$2554.3%

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

Year-Over-Year
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)20242023AmountPercent
Resident fee revenue$2,910.0$2,751.2$158.85.8%
Facility operating expense$2,126.6$2,037.5$89.14.4%
RevPAR$4,854$4,590$2645.8%
Weighted average occupancy78.7%77.5%120 bpsn/a
RevPOR$6,170$5,925$2454.1%

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LIQUIDITY

Consolidated summary of liquidity metrics for comparable quarters:
Year-Over-Year
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions)4Q 20244Q 2023Amount3Q 2024Amount
Net cash provided by operating activities$45.2 $29.3 $15.9 $66.5 $(21.3)
Non-development capital expenditures, net42.1 41.5 0.6 41.7 0.4 
Adjusted Free Cash Flow (1)
(11.5)(21.5)10.0 13.9 (25.4)

Net cash provided by operating activities.
4Q 2024 vs 4Q 2023: The increase in net cash provided by operating activities was primarily due to the increase in resident fees, partially offset by the increase in facility operating expense.
4Q 2024 vs 3Q 2024: The decrease in net cash provided by operating activities was primarily due to timing of payments of real estate taxes and trade payables, and the increase in facility operating expense.

Adjusted Free Cash Flow.
4Q 2024 vs 4Q 2023: The change in Adjusted Free Cash Flow was primarily due to an increase in net cash provided by operating activities, partially offset by a decrease in property insurance proceeds.
4Q 2024 vs 3Q 2024: The change in Adjusted Free Cash Flow was primarily due to decreases in net cash provided by operating activities and property insurance proceeds.

Total liquidity. Total liquidity of $389.3 million as of December 31, 2024 included $308.9 million of unrestricted cash and cash equivalents, $60.5 million of availability on the Company's secured credit facility, and $19.9 million of marketable securities. The Company has completed the refinancing or extension of all of its debt maturities due in 2025. Total liquidity as of December 31, 2024 increased $65.2 million from September 30, 2024, primarily due to the net impact of the Company's financing and acquisition transactions in the fourth quarter and a $19.0 million decrease in letters of credit issued under the Company's secured credit facility.

Consolidated summary of liquidity metrics for the full year:
Year-Over-Year
Increase /
(Decrease)
($ in millions)20242023Amount
Net cash provided by operating activities$166.2$162.9$3.3
Non-development capital expenditures, net186.8216.5(29.7)
Adjusted Free Cash Flow (1)
(29.5)(47.6)18.1

TRANSACTION AND FINANCING UPDATE

Convertible Senior Notes

On September 30, 2024, the Company entered into privately negotiated exchange and subscription agreements with certain of the holders of its outstanding 2.00% convertible senior notes due 2026 (the “2026 Notes”) to exchange a portion of its existing 2026 Notes for a newly issued series of 3.5% convertible senior notes due 2029 (the "2029 Notes"). On October 3, 2024, the Company issued $369.4 million aggregate principal amount of its 2029 Notes. At closing, $219.4 million principal amount of the 2029 Notes were issued in exchange for $206.7 million principal amount of the 2026 Notes and $150.0 million principal amount of the 2029 Notes were issued for cash. The Company’s net cash proceeds from the exchange and issuance transactions, after subtracting fees, discounts, and expenses payable by the Company, were $135.0 million. Following the closing, $23.3 million in aggregate principal amount of the 2026 Notes remain outstanding with the terms unchanged.

Mortgage Debt

In November 2024, the Company entered into an amendment to extend the maturity date of $220.0 million of its mortgage debt secured by first priority mortgages on 24 communities to October 2026 and to obtain the delayed draw term loan advance of $10.0 million, bringing the aggregate outstanding principal amount of the loan to $230.0 million. The loan bears interest at a variable rate equal to Secured Overnight Financing Rate ("SOFR") plus a margin of 245 basis points. The Company has the right to extend the term of the loan for one additional year, subject to the satisfaction of certain conditions.
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In December 2024, the Company obtained $344.2 million of debt secured by non-recourse first mortgages on 47 communities, which also continue to secure $433.9 million of additional outstanding mortgages with maturities in 2027 and 2031. The $344.2 million loan bears interest at a fixed rate of 6.14%, is interest only for the first two years, and matures in January 2032. At the closing, the Company repaid $312.5 million of debt under the mortgage facility, which was scheduled to mature in 2027, using proceeds from the $344.2 million loan.

Ventas Lease Amendment

In December 2024, the Company amended its lease arrangement with Ventas, Inc. (“Ventas”). Beginning January 1, 2026, the Company will continue to lease 65 communities (“Renewal Communities”). The remaining 55 communities (“Non-renewal Communities”) that are not renewed will either be sold by Ventas or transitioned, with such transitions commencing on or after September 1, 2025. The aggregate annual minimum rent for the Renewal Communities will be $64.0 million beginning on January 1, 2026, subject to an annual escalator equal to 3%. The lease will expire December 31, 2035 with one 10-year extension option remaining. Ventas has agreed to fund capital expenditure costs up to $35.0 million during the calendar years 2025 to 2027 up to $15.0 million per year. In the event any Non-renewal Community is not sold or transitioned by December 31, 2025, the Company may manage such communities, generally until the earlier of the transition or sale of such community or December 31, 2026. Rent for any Non-renewal Communities to be sold will continue through December 31, 2025 regardless of the date of the sale (subject to a potential rent credit associated with the sale of one large community in the group). For the remaining Non-renewal Communities, rent will terminate on the earlier of the date of such transition or December 31, 2025.

International JV / Welltower Portfolio Acquisition

In September 2024, the Company entered into a definitive agreement to acquire 11 senior living communities that were leased by the Company from a joint venture between Welltower Inc. (“Welltower”) and its joint venture partners for a purchase price of $300.0 million. Effective December 17, 2024, the Company successfully closed on the acquisition. As part of this transaction, the Company assumed $194.5 million of existing 4.92% fixed rate agency debt which is scheduled to mature in March 2027 and the remainder of the purchase price was paid with cash on hand. Previously, these communities were held in a triple-net lease with annualized cash rent payments of $22.3 million and an initial maturity of August 31, 2028.

Diversified Healthcare Trust Portfolio Acquisition

In September 2024, the Company entered into a definitive agreement to acquire 25 senior living communities from Diversified Healthcare Trust for a purchase price of $135.0 million. As of December 31, 2024, these communities were held in a triple-net lease with annualized current cash rent payments of $10.2 million and a current maturity of December 31, 2032. The Company expects to complete the acquisition transaction in the first quarter of 2025, subject to the satisfaction of customary closing conditions for real estate transactions. The Company expects to fund the acquisition of the 25 communities through proceeds from mortgage financing and cash on hand.

Welltower Portfolio Acquisition

In September 2024, the Company entered into a definitive agreement to acquire five senior living communities that are currently leased by the Company from Welltower for a purchase price of $175.0 million. As of December 31, 2024, these communities were held in a triple-net lease with annualized current cash rent payments of $13.7 million. The Company expects to complete the acquisition transaction in the first quarter of 2025, subject to customary closing conditions for real estate transactions. The Company expects to fund the acquisition of the five communities through proceeds from mortgage financing and cash on hand.

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2025 OUTLOOK

For the full year 2025, the Company is providing the following guidance:

Full Year 2025 Guidance
RevPAR year-over-year growth
4.75% to 5.75%
Adjusted EBITDA$430.0 million to $445.0 million

In the aggregate, the Company expects its full year 2025 non-development capital expenditures, net of anticipated lessor reimbursements and property and casualty insurance proceeds, to be $175.0 million to $180.0 million.

Full year 2025 guidance includes only previously announced acquisition and disposition activity and, for purposes of providing guidance only, assumes an October 1, 2025 disposition date for all 55 Ventas non-renewal communities to be transitioned or sold. 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 fourth quarter and full year 2024 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 fourth quarter on February 19, 2025 at 9:00 AM ET. The conference call can be accessed by dialing (800) 715-9871 (from within the U.S.) or (646) 307-1963 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the access code "1482282".

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 February 26, 2025 by dialing (800) 770-2030 (from within the U.S.) or (609) 800-9909 (from outside of the U.S.) and referencing access code "1482282".

ABOUT BROOKDALE SENIOR LIVING

Brookdale Senior Living Inc. is the nation’s premier operator of senior living communities. With 647 communities across 41 states and the ability to serve approximately 58,000 residents as of December 31, 2024, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. 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.

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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.

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SAFE HARBOR
Certain statements in this press release and the associated earnings call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the Company's expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; 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; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company's ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on the Company's strategic priorities and their effect on its results; the impacts of the COVID-19 pandemic, including the pace and consistency of recovery from the pandemic and any resurgence or variants of the disease; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of the Company's communities that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the Company's ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company's debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of the Company's indebtedness and long-term leases on the Company's liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company's debt obligations; the Company's ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, 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; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or its failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on the Company and the Company's business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, geopolitical tensions or conflicts, and uncertainty surrounding a new presidential administration, the impact of seasonal contagious illness 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 ("SEC"), 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.
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Condensed Consolidated Statements of Operations
Three Months Ended
December 31,
Years Ended
December 31,
(in thousands, except per share data)2024202320242023
Resident fees$744,371 $716,582 $2,972,050 $2,857,270 
Management fees2,611 2,508 10,521 10,161 
Reimbursed costs incurred on behalf of managed communities33,966 35,393 142,916 139,325 
Other operating income— — — 9,073 
Total revenue and other operating income 780,948 754,483 3,125,487 3,015,829 
Facility operating expense (excluding facility depreciation and amortization of $85,575, $81,034, $330,664, and $317,581, respectively)
554,922 530,464 2,183,261 2,129,800 
General and administrative expense (including non-cash stock-based compensation expense of $3,533, $3,019, $14,184, and $11,985, respectively)
48,525 41,873 185,850 178,894 
Facility operating lease expense46,190 52,626 200,587 202,410 
Depreciation and amortization93,569 87,398 357,788 342,712 
Asset impairment5,915 30,966 8,557 40,572 
Loss (gain) on sale of communities, net— — — (36,296)
Costs incurred on behalf of managed communities33,966 35,393 142,916 139,325 
Income (loss) from operations(2,139)(24,237)46,528 18,412 
Interest income5,007 5,382 19,162 23,146 
Interest expense:
Debt(54,120)(53,788)(215,525)(209,772)
Financing lease obligations(12,528)(4,995)(27,761)(21,950)
Amortization of deferred financing costs(2,795)(1,947)(9,723)(7,696)
Change in fair value of derivatives2,438 (3,986)434 1,144 
Gain (loss) on debt modification and extinguishment, net(18,495)(2,702)(20,762)(2,702)
Equity in earnings (loss) of unconsolidated ventures— (840)— (3,996)
Non-operating gain (loss) on sale of assets, net— 581 923 1,441 
Other non-operating income (loss)2,255 5,175 9,376 21,687 
Income (loss) before income taxes(80,377)(81,357)(197,348)(180,286)
Benefit (provision) for income taxes(3,560)(9,813)(4,646)(8,784)
Net income (loss)(83,937)(91,170)(201,994)(189,070)
Net (income) loss attributable to noncontrolling interest15 14 59 59 
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders$(83,922)$(91,156)$(201,935)$(189,011)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders$(0.37)$(0.40)$(0.89)$(0.84)
Weighted average shares used in computing basic and diluted net income (loss) per share229,272 225,427 227,525 225,209 
Page 9



Condensed Consolidated Balance Sheets
(in thousands)December 31, 2024December 31, 2023
Cash and cash equivalents$308,925 $277,971 
Marketable securities19,879 29,755 
Restricted cash39,871 41,341 
Accounts receivable, net51,891 48,393 
Prepaid expenses and other current assets, net92,371 80,908 
Total current assets512,937 478,368 
Property, plant and equipment and leasehold intangibles, net4,594,401 4,330,629 
Operating lease right-of-use assets1,133,837 670,907 
Other assets, net94,387 93,531 
Total assets$6,335,562 $5,573,435 
Current portion of long-term debt$40,779 $41,463 
Current portion of financing lease obligations37,007 1,075 
Current portion of operating lease obligations111,104 192,631 
Other current liabilities390,873 364,947 
Total current liabilities579,763 600,116 
Long-term debt, less current portion4,022,008 3,655,850 
Financing lease obligations, less current portion266,895 150,774 
Operating lease obligations, less current portion1,174,204 683,876 
Other liabilities78,787 77,666 
Total liabilities6,121,657 5,168,282 
Total Brookdale Senior Living Inc. stockholders' equity212,475 403,664 
Noncontrolling interest1,430 1,489 
Total equity213,905 405,153 
Total liabilities and equity$6,335,562 $5,573,435 
Page 10



Condensed Consolidated Statements of Cash Flows
Years Ended December 31,
(in thousands)20242023
Cash Flows from Operating Activities
Net income (loss)$(201,994)$(189,070)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (gain) on debt modification and extinguishment, net20,762 2,702 
Depreciation and amortization, net367,511 350,408 
Asset impairment8,557 40,572 
Equity in (earnings) loss of unconsolidated ventures— 3,996 
Distributions from unconsolidated ventures from cumulative share of net earnings— 430 
Amortization of entrance fees— (732)
Proceeds from deferred entrance fee revenue— 477 
Deferred income tax (benefit) provision3,617 7,590 
Operating lease expense adjustment(48,793)(45,739)
Change in fair value of derivatives(434)(1,144)
Loss (gain) on sale of assets, net(923)(37,737)
Non-cash stock-based compensation expense14,184 11,985 
Property and casualty insurance income(8,532)(18,920)
Other non-operating (income) loss— (2,542)
Changes in operating assets and liabilities:
Accounts receivable, net(3,498)7,380 
Prepaid expenses and other assets, net(21,560)21,629 
Trade accounts payable and accrued expenses15,697 2,448 
Refundable fees and deferred revenue5,221 (654)
Operating lease assets and liabilities for lessor capital expenditure reimbursements16,362 9,844 
Net cash provided by (used in) operating activities166,177 162,923 
Cash Flows from Investing Activities
Purchase of marketable securities(49,054)(174,476)
Sale and maturities of marketable securities60,000 197,100 
Capital expenditures, net of related payables(201,250)(233,205)
Acquisition of assets, net of cash acquired(108,411)(574)
Investment in unconsolidated ventures— (7,589)
Proceeds from sale of assets, net7,017 83,526 
Property and casualty insurance proceeds8,548 24,704 
Change in lease acquisition deposits, net(5,000)— 
Purchase of interest rate cap instruments(10,149)(12,454)
Proceeds from interest rate cap instruments20,563 9,890 
Other(330)(286)
Net cash provided by (used in) investing activities(278,066)(113,364)
Cash Flows from Financing Activities
Proceeds from debt765,652 205,549 
Repayment of debt and financing lease obligations(594,997)(367,242)
Payment of financing costs, net of related payables(25,157)(10,831)
Payments of employee taxes for withheld shares(3,437)(1,915)
Net cash provided by (used in) financing activities142,061 (174,439)
Net increase (decrease) in cash, cash equivalents, and restricted cash30,172 (124,880)
Cash, cash equivalents, and restricted cash at beginning of period349,668 474,548 
Cash, cash equivalents, and restricted cash at end of period$379,840 $349,668 
Page 11



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, legal, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and transaction, legal, 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. Legal costs include charges associated with putative class action litigation. 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, legal, and other costs, and such income/expense may significantly affect the Company’s operating results.

Page 12



The tables below reconcile Adjusted EBITDA from net income (loss).

Three Months Ended
(in thousands)December 31, 2024September 30, 2024December 31, 2023
Net income (loss)$(83,937)$(50,734)$(91,170)
Provision (benefit) for income taxes3,560 677 9,813 
Equity in (earnings) loss of unconsolidated ventures— — 840 
Loss (gain) on debt modification and extinguishment, net18,495 2,267 2,702 
Non-operating loss (gain) on sale of assets, net— (20)(581)
Other non-operating (income) loss(2,255)(3,584)(5,175)
Interest expense67,005 66,316 64,716 
Interest income(5,007)(4,663)(5,382)
Income (loss) from operations(2,139)10,259 (24,237)
Depreciation and amortization93,569 90,064 87,398 
Asset impairment5,915 934 30,966 
Operating lease expense adjustment(9,732)(12,489)(11,919)
Non-cash stock-based compensation expense3,533 3,403 3,019 
Transaction, legal, and organizational restructuring costs 7,379 66 96 
Adjusted EBITDA$98,525 $92,237 $85,323 

Years Ended December 31,
(in thousands)20242023
Net income (loss)$(201,994)$(189,070)
Provision (benefit) for income taxes4,646 8,784 
Equity in (earnings) loss of unconsolidated ventures— 3,996 
Loss (gain) on debt modification and extinguishment, net20,762 2,702 
Non-operating loss (gain) on sale of assets, net(923)(1,441)
Other non-operating (income) loss(9,376)(21,687)
Interest expense252,575 238,274 
Interest income(19,162)(23,146)
Income (loss) from operations46,528 18,412 
Depreciation and amortization357,788 342,712 
Asset impairment8,557 40,572 
Loss (gain) on sale of communities, net— (36,296)
Operating lease expense adjustment(48,793)(45,739)
Non-cash stock-based compensation expense14,184 11,985 
Transaction, legal, and organizational restructuring costs 7,930 3,892 
Adjusted EBITDA$386,194 $335,538 













Page 13




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.

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

Three Months Ended
(in thousands)December 31, 2024September 30, 2024December 31, 2023
Net cash provided by (used in) operating activities$45,198 $66,455 $29,294 
Net cash provided by (used in) investing activities(144,550)(58,113)22,383 
Net cash provided by (used in) financing activities147,147 (38,801)(105,285)
Net increase (decrease) in cash, cash equivalents,
    and restricted cash
$47,795 $(30,459)$(53,608)
Net cash provided by (used in) operating activities$45,198 $66,455 $29,294 
Changes in prepaid insurance premiums financed with notes payable(7,930)(7,772)(6,530)
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(8,630)(6,432)(7,600)
Non-development capital expenditures, net(42,121)(41,718)(41,536)
Property and casualty insurance proceeds2,251 3,593 5,168 
Payment of financing lease obligations(284)(273)(251)
Adjusted Free Cash Flow$(11,516)$13,853 $(21,455)




Page 14



Years Ended December 31,
(in thousands)20242023
Net cash provided by (used in) operating activities$166,177 $162,923 
Net cash provided by (used in) investing activities(278,066)(113,364)
Net cash provided by (used in) financing activities142,061 (174,439)
Net increase (decrease) in cash, cash equivalents, and restricted cash$30,172 $(124,880)
Net cash provided by (used in) operating activities$166,177 $162,923 
Distributions from unconsolidated ventures from cumulative share of net earnings— (430)
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(16,362)(9,844)
Non-development capital expenditures, net(186,755)(216,511)
Property and casualty insurance proceeds8,548 24,704 
Payment of financing lease obligations(1,084)(8,473)
Adjusted Free Cash Flow$(29,476)$(47,631)

Contact:
Jessica Hazel
VP Investor Relations
(615) 564-8104
Jessica.Hazel@brookdale.com
Page 15

Supplemental Information 4th Quarter 2024 Exhibit 99.2


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


 
3 Managed 4,256 Owned 32,206 Leased 18,633 Managed 28 Owned 353 Leased 266 647 communities 55,095 units (1) As of December 31, 2024, owned communities and units include 11 previously leased communities (1,228 units) acquired in December 2024. Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Better B (Worse) (W) B(W) Resident fees $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 $ 743,729 $ 744,371 $ 2,972,050 $ 2,972,050 3.9 % 4.0 % Net income (loss) $ (44,563) $ (4,526) $ (48,811) $ (91,170) $ (189,070) $ (29,581) $ (37,742) $ (50,734) $ (83,937) $ (201,994) 7.9 % (6.8) % Net cash provided by (used in) operating activities $ 24,042 $ 63,824 $ 45,763 $ 29,294 $ 162,923 $ (1,146) $ 55,670 $ 66,455 $ 45,198 $ 166,177 54.3 % 2.0 % Adjusted EBITDA $ 88,623 $ 81,372 $ 80,220 $ 85,323 $ 335,538 $ 97,616 $ 97,816 $ 92,237 $ 98,525 $ 386,194 15.5 % 15.1 % Adjusted Free Cash Flow $ (21,239) $ (7,481) $ 2,544 $ (21,455) $ (47,631) $ (26,287) $ (5,526) $ 13,853 $ (11,516) $ (29,476) 46.3 % 38.1 % RevPAR $ 4,551 $ 4,544 $ 4,596 $ 4,619 $ 4,577 $ 4,854 $ 4,835 $ 4,869 $ 4,873 $ 4,858 5.5 % 6.1 % Weighted average occupancy 76.3% 76.5% 77.6% 78.4% 77.2% 77.9% 78.1% 78.9% 79.4% 78.6% 100 bps 140 bps RevPOR $ 5,963 $ 5,939 $ 5,919 $ 5,889 $ 5,927 $ 6,228 $ 6,193 $ 6,171 $ 6,136 $ 6,182 4.2 % 4.3 % 4Q 2024 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 83 13% 90% > 95% 78 13% 85% > 90% 89 14% 80% > 85% 89 14% 75% > 80% 67 11% 70% > 75% 66 11% Less than 70% 147 24% Total 619 100% Overview As of December 31, 2024 (1) Consolidated: 50,839 Consolidated: 619


 
4 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Resident fees $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 $ 743,729 $ 744,371 $ 2,972,050 3.9 % 4.0 % Management fees 2,577 2,510 2,566 2,508 10,161 2,618 2,616 2,676 2,611 10,521 4.1 % 3.5 % Other operating income 2,328 4,122 2,623 — 9,073 — — — — — NM (100.0) % Facility operating expense (530,807) (531,118) (537,411) (530,464) (2,129,800) (542,550) (537,507) (548,282) (554,922) (2,183,261) (4.6) % (2.5) % Combined Segment Operating Income 187,502 185,675 184,901 188,626 746,704 204,309 204,818 198,123 192,060 799,310 1.8 % 7.0 % General and administrative expense (1) (41,947) (42,234) (40,078) (38,758) (163,017) (42,108) (42,555) (41,460) (37,613) (163,736) 3.0 % (0.4) % Cash facility operating lease payments (see page 14) (56,932) (62,069) (64,603) (64,545) (248,149) (64,585) (64,447) (64,426) (55,922) (249,380) 13.4 % (0.5) % Adjusted EBITDA 88,623 81,372 80,220 85,323 335,538 97,616 97,816 92,237 98,525 386,194 15.5 % 15.1 % Transaction, Legal, and Organizational Restructuring Costs (3,568) (123) (105) (96) (3,892) (351) (134) (66) (7,379) (7,930) NM (103.8) % Interest expense, net (see page 14) (51,541) (51,594) (52,040) (53,401) (208,576) (53,739) (54,174) (54,570) (61,641) (224,124) (15.4) % (7.5) % Payment of financing lease obligations (5,852) (2,126) (244) (251) (8,473) (262) (265) (273) (284) (1,084) (13.1) % 87.2 % Changes in working capital (2) 8,247 27,817 11,495 (16,756) 30,803 (21,929) 3,741 15,024 (976) (4,140) 94.2 % NM Non-Development Capital Expenditures, net (see page 13) (62,912) (64,815) (47,248) (41,536) (216,511) (50,591) (52,325) (41,718) (42,121) (186,755) (1.4) % 13.7 % Property and casualty insurance proceeds 6,422 2,367 10,747 5,168 24,704 2,642 62 3,593 2,251 8,548 (56.4) % (65.4) % Other (3) (658) (379) (281) 94 (1,224) 3 2 327 (247) (374) 109 (185) 16.0 % 84.9 % Adjusted Free Cash Flow $ (21,239) $ (7,481) $ 2,544 $ (21,455) $ (47,631) $ (26,287) $ (5,526) $ 13,853 $ (11,516) $ (29,476) 46.3 % 38.1 % Adjusted EBITDA and Adjusted Free Cash Flow (1) Excluding non-cash stock-based compensation expense and Transaction, Legal, and Organizational Restructuring Costs, see page 12. (2) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. (3) Primarily consists of state income tax (provision) benefit.


 
5 (1) In December 2024, the Company acquired 11 previously leased communities. The results of operations of the previously leased communities are included in the Senior Housing Leased Portfolio and are excluded from the Senior Housing Owned Portfolio for all periods presented herein. (2) All Other primarily includes communities operated by the Company pursuant to management agreements. (3) Resident fee revenue excluded from definitions of RevPAR and RevPOR is $1.1 million and $4.4 million, for the fourth quarter of 2024 and the full year 2024, respectively. (4) Excluding non-cash stock-based compensation expense and Transaction, Legal, and Organizational Restructuring Costs, see page 12. (5) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. (6) Amounts are presented net of lessor reimbursements of $8.9 million and $17.0 million, for the fourth quarter of 2024 and the full year 2024, respectively. 4Q 2024 Full Year 2024 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio(1) Corporate All Other (2) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio(1) Corporate All Other (2) Resident fees (3) $ 744,371 $ 435,824 $ 308,547 $ — $ — $ 2,972,050 $ 1,748,034 $ 1,224,016 $ — $ — Management fees 2,611 — — — 2,611 10,521 — — — 10,521 Facility operating expense (554,922) (334,148) (220,774) — — (2,183,261) (1,315,601) (867,660) — — Combined Segment Operating Income 192,060 101,676 87,773 — 2,611 799,310 432,433 356,356 — 10,521 General and administrative expense (4) (37,613) (20,573) (14,565) — (2,475) (163,736) (89,717) (62,800) — (11,219) Cash facility operating lease payments (55,922) — (55,844) (78) — (249,380) — (246,388) (2,992) — Adjusted EBITDA 98,525 81,103 17,364 (78) 136 386,194 342,716 47,168 (2,992) (698) Transaction, Legal, and Organizational Restructuring Costs (7,379) — — (7,379) — (7,930) — — (7,930) — Interest expense, net (61,641) (54,120) (12,126) 4,605 — (224,124) (215,525) (26,457) 17,858 — Payment of financing lease obligations (284) — (74) (210) — (1,084) — (265) (819) — Changes in working capital (5) (976) — — (976) — (4,140) — — (4,140) — Non-Development Capital Expenditures, net (6) (42,121) (25,656) (4,568) (11,897) — (186,755) (101,665) (49,274) (35,816) — Property and casualty insurance proceeds 2,251 — — 2,251 — 8,548 — — 8,548 — Other 109 — — 109 — (185) — — (185) — Adjusted Free Cash Flow $ (11,516) $ 1,327 $ 596 $ (13,575) $ 136 $ (29,476) $ 25,526 $ (28,828) $ (25,476) $ (698) Adjusted EBITDA and Adjusted Free Cash Flow Distribution


 
6 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Total Senior Housing and All Other Revenue (1) $ 715,981 $ 712,671 $ 719,689 $ 719,090 $ 2,867,431 $ 746,859 $ 742,325 $ 746,405 $ 746,982 $ 2,982,571 3.9 % 4.0 % Other operating income $ 2,328 $ 4,122 $ 2,623 $ — $ 9,073 $ — $ — $ — $ — $ — NM (100.0) % Combined Segment Operating Income $ 187,502 $ 185,675 $ 184,901 $ 188,626 $ 746,704 $ 204,309 $ 204,818 $ 198,123 $ 192,060 $ 799,310 1.8 % 7.0 % Combined segment operating margin 26.1 % 25.9 % 25.6 % 26.2 % 26.0 % 27.4 % 27.6 % 26.5 % 25.7 % 26.8 % (50) bps 80 bps Combined segment adjusted operating margin (2) 25.9 % 25.5 % 25.3 % 26.2 % 25.7 % 27.4 % 27.6 % 26.5 % 25.7 % 26.8 % (50) bps 110 bps Senior Housing Segments (see page 7) Revenue $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 $ 743,729 $ 744,371 $ 2,972,050 3.9 % 4.0 % Other operating income $ 2,328 $ 4,122 $ 2,623 $ — $ 9,073 $ — $ — $ — $ — $ — NM (100.0) % Senior Housing Operating Income $ 184,925 $ 183,165 $ 182,335 $ 186,118 $ 736,543 $ 201,691 $ 202,202 $ 195,447 $ 189,449 $ 788,789 1.8 % 7.1 % Operating margin 25.8 % 25.6 % 25.3 % 26.0 % 25.7 % 27.1 % 27.3 % 26.3 % 25.5 % 26.5 % (50) bps 80 bps Adjusted operating margin (2) 25.6 % 25.2 % 25.1 % 26.0 % 25.5 % 27.1 % 27.3 % 26.3 % 25.5 % 26.5 % (50) bps 100 bps Number of communities (period end) 641 641 641 622 622 622 619 619 619 619 (0.5) % (0.5) % Total Average Units 52,177 52,030 51,960 51,672 51,960 51,039 50,927 50,836 50,839 50,910 (1.6) % (2.0) % RevPAR $ 4,551 $ 4,544 $ 4,596 $ 4,619 $ 4,577 $ 4,854 $ 4,835 $ 4,869 $ 4,873 $ 4,858 5.5 % 6.1 % Weighted average occupancy 76.3 % 76.5 % 77.6 % 78.4 % 77.2 % 77.9 % 78.1 % 78.9 % 79.4 % 78.6 % 100 bps 140 bps RevPOR $ 5,963 $ 5,939 $ 5,919 $ 5,889 $ 5,927 $ 6,228 $ 6,193 $ 6,171 $ 6,136 $ 6,182 4.2 % 4.3 % All Other All Other Segment Operating Income (comprised solely of management fees) $ 2,577 $ 2,510 $ 2,566 $ 2,508 $ 10,161 $ 2,618 $ 2,616 $ 2,676 $ 2,611 $ 10,521 4.1 % 3.5 % Resident fee revenue under management (3) $ 54,820 $ 53,373 $ 54,246 $ 53,459 $ 215,898 $ 55,760 $ 55,524 $ 54,646 $ 52,447 $ 218,377 (1.9) % 1.1 % Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income. (3) Not included in consolidated reported amounts.


 
7 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Independent Living Revenue $ 140,602 $ 140,670 $ 141,234 $ 141,506 $ 564,012 $ 148,948 $ 149,542 $ 150,380 $ 150,052 $ 598,922 6.0 % 6.2 % Other operating income $ 54 $ 218 $ 215 $ — $ 487 $ — $ — $ — $ — $ — NM (100.0) % Segment Operating Income $ 46,833 $ 46,361 $ 44,702 $ 46,749 $ 184,645 $ 48,643 $ 50,334 $ 48,747 $ 47,358 $ 195,082 1.3 % 5.7 % Segment operating margin 33.3 % 32.9 % 31.6 % 33.0 % 32.7 % 32.7 % 33.7 % 32.4 % 31.6 % 32.6 % (140) bps (10) bps Number of communities (period end) 68 68 68 68 68 68 68 68 68 68 — % — % Total Average Units 12,571 12,573 12,569 12,562 12,569 12,564 12,573 12,579 12,581 12,574 0.2 % — % RevPAR $ 3,728 $ 3,729 $ 3,746 $ 3,755 $ 3,739 $ 3,952 $ 3,965 $ 3,985 $ 3,976 $ 3,969 5.9 % 6.2 % Weighted average occupancy 78.6 % 78.9 % 79.6 % 80.3 % 79.4 % 79.6 % 79.9 % 80.8 % 81.4 % 80.4 % 110 bps 100 bps RevPOR $ 4,741 $ 4,727 $ 4,705 $ 4,674 $ 4,711 $ 4,963 $ 4,959 $ 4,930 $ 4,886 $ 4,934 4.5 % 4.7 % Assisted Living and Memory Care Revenue $ 486,777 $ 486,523 $ 494,014 $ 493,118 $ 1,960,432 $ 510,872 $ 507,191 $ 510,084 $ 510,513 $ 2,038,660 3.5 % 4.0 % Other operating income $ 2,027 $ 3,763 $ 2,218 $ — $ 8,008 $ — $ — $ — $ — $ — NM (100.0) % Segment Operating Income $ 124,593 $ 124,616 $ 126,731 $ 126,377 $ 502,317 $ 137,458 $ 136,155 $ 131,768 $ 127,922 $ 533,303 1.2 % 6.2 % Segment operating margin 25.5 % 25.4 % 25.5 % 25.6 % 25.5 % 26.9 % 26.8 % 25.8 % 25.1 % 26.2 % (50) bps 70 bps Number of communities (period end) 554 555 555 537 537 537 534 534 534 534 (0.6) % (0.6) % Total Average Units 34,414 34,442 34,480 34,319 34,414 33,744 33,622 33,523 33,524 33,603 (2.3) % (2.4) % RevPAR $ 4,710 $ 4,703 $ 4,769 $ 4,784 $ 4,741 $ 5,036 $ 5,018 $ 5,060 $ 5,065 $ 5,045 5.9 % 6.4 % Weighted average occupancy 75.9 % 76.3 % 77.6 % 78.2 % 77.0 % 77.5 % 77.6 % 78.5 % 79.0 % 78.2 % 80 bps 120 bps RevPOR $ 6,204 $ 6,164 $ 6,148 $ 6,117 $ 6,158 $ 6,494 $ 6,462 $ 6,448 $ 6,413 $ 6,454 4.8 % 4.8 % CCRCs Revenue $ 86,025 $ 82,968 $ 81,875 $ 81,958 $ 332,826 $ 84,421 $ 82,976 $ 83,265 $ 83,806 $ 334,468 2.3 % 0.5 % Other operating income $ 247 $ 141 $ 190 $ — $ 578 $ — $ — $ — $ — $ — NM (100.0) % Segment Operating Income $ 13,499 $ 12,188 $ 10,902 $ 12,992 $ 49,581 $ 15,590 $ 15,713 $ 14,932 $ 14,169 $ 60,404 9.1 % 21.8 % Segment operating margin 15.6 % 14.7 % 13.3 % 15.9 % 14.9 % 18.5 % 18.9 % 17.9 % 16.9 % 18.1 % 100 bps 320 bps Number of communities (period end) 19 18 18 17 17 17 17 17 17 17 — % — % Total Average Units 5,192 5,015 4,911 4,791 4,977 4,731 4,732 4,734 4,734 4,733 (1.2) % (4.9) % RevPAR $ 5,490 $ 5,500 $ 5,557 $ 5,702 $ 5,560 $ 5,948 $ 5,845 $ 5,863 $ 5,901 $ 5,889 3.5 % 5.9 % Weighted average occupancy 73.4 % 72.0 % 73.2 % 75.0 % 73.4 % 76.1 % 76.1 % 76.7 % 77.4 % 76.6 % 240 bps 320 bps RevPOR $ 7,482 $ 7,636 $ 7,594 $ 7,599 $ 7,576 $ 7,815 $ 7,685 $ 7,644 $ 7,622 $ 7,691 0.3 % 1.5 % Senior Housing Segments


 
8 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 684,371 $ 683,553 $ 690,262 $ 693,045 $ 2,751,231 $ 727,401 $ 724,119 $ 729,103 $ 729,381 $ 2,910,004 5.2 % 5.8 % Other operating income 2,215 4,049 2,444 — 8,708 — — — — — NM (100.0) % Community Labor Expense (330,670) (332,800) (335,941) (335,110) (1,334,521) (340,586) (339,034) (344,578) (350,368) (1,374,566) (4.6) % (3.0) % % of revenue 48.3 % 48.7 % 48.7 % 48.4 % 48.5 % 46.8 % 46.8 % 47.3 % 48.0 % 47.2 % 40 bps 130 bps Other facility operating expense (174,136) (174,489) (178,490) (175,874) (702,989) (185,737) (186,565) (190,805) (188,960) (752,067) (7.4) % (7.0) % % of revenue 25.4 % 25.5 % 25.9 % 25.4 % 25.6 % 25.5 % 25.8 % 26.2 % 25.9 % 25.8 % (50) bps (20) bps Facility operating expense (2) (504,806) (507,289) (514,431) (510,984) (2,037,510) (526,323) (525,599) (535,383) (539,328) (2,126,633) (5.5) % (4.4) % Same Community Operating Income $ 181,780 $ 180,313 $ 178,275 $ 182,061 $ 722,429 $ 201,078 $ 198,520 $ 193,720 $ 190,053 $ 783,371 4.4 % 8.4 % Same Community adjusted operating income (3) $ 179,565 $ 176,264 $ 175,831 $ 182,061 $ 713,721 $ 201,078 $ 198,520 $ 193,720 $ 190,053 $ 783,371 4.4 % 9.8 % Same Community operating margin 26.5 % 26.2 % 25.7 % 26.3 % 26.2 % 27.6 % 27.4 % 26.6 % 26.1 % 26.9 % (20) bps 70 bps Same Community adjusted operating margin(3) 26.2 % 25.8 % 25.5 % 26.3 % 25.9 % 27.6 % 27.4 % 26.6 % 26.1 % 26.9 % (20) bps 100 bps Total Average Units 49,952 49,954 49,949 49,945 49,950 49,948 49,959 49,965 49,968 49,960 — % — % RevPAR $ 4,567 $ 4,561 $ 4,606 $ 4,625 $ 4,590 $ 4,854 $ 4,831 $ 4,864 $ 4,866 $ 4,854 5.2 % 5.8 % Weighted average occupancy 76.6 % 76.8 % 77.9 % 78.6 % 77.5 % 78.0 % 78.2 % 79.0 % 79.5 % 78.7 % 90 bps 120 bps RevPOR $ 5,965 $ 5,939 $ 5,913 $ 5,888 $ 5,925 $ 6,223 $ 6,181 $ 6,159 $ 6,121 $ 6,170 4.0 % 4.1 % Same Community Operating Income ($ in millions) $181.8 $180.3 $178.3 $182.1 $201.1 $198.5 $193.7 $190.1 1Q 2023 2Q 2023 3Q 2023 4Q 2023 1Q 2024 2Q 2024 3Q 2024 4Q 2024 Same Community RevPAR / Weighted Average Occupancy $4,567 $4,561 $4,606 $4,625 $4,854 $4,831 $4,864 $4,866 76.6% 76.8% 77.9% 78.6% 78.0% 78.2% 79.0% 79.5% RevPAR Weighted Average Occupancy 1Q 2023 2Q 2023 3Q 2023 4Q 2023 1Q 2024 2Q 2024 3Q 2024 4Q 2024 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 610 communities which represents 98.5% of the Company's total consolidated communities. (2) Excludes natural disaster expense, consisting primarily of remediation of storm damage, net of related insurance recoveries, of $0.1 million and $7.1 million for the full year 2023 and 2024, respectively. (3) Excludes other operating income. (2)


 
9 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Independent Living Revenue $ 140,602 $ 140,670 $ 141,234 $ 141,506 $ 564,012 $ 148,948 $ 149,542 $ 150,380 $ 150,052 $ 598,922 6.0 % 6.2 % Other operating income 54 218 215 — 487 — — — — — NM (100.0) % Community Labor Expense (54,936) (55,093) (55,800) (55,283) (221,112) (57,140) (56,627) (57,706) (58,564) (230,037) (5.9) % (4.0) % Other facility operating expense (38,688) (39,612) (41,108) (39,491) (158,899) (42,816) (42,582) (43,804) (43,344) (172,546) (9.8) % (8.6) % Facility operating expense (93,624) (94,705) (96,908) (94,774) (380,011) (99,956) (99,209) (101,510) (101,908) (402,583) (7.5) % (5.9) % Same Community Operating Income $ 47,032 $ 46,183 $ 44,541 $ 46,732 $ 184,488 $ 48,992 $ 50,333 $ 48,870 $ 48,144 $ 196,339 3.0 % 6.4 % Same Community operating margin 33.4 % 32.8 % 31.5 % 33.0 % 32.7 % 32.9 % 33.7 % 32.5 % 32.1 % 32.8 % (90) bps 10 bps Total Average Units 12,571 12,573 12,569 12,562 12,569 12,564 12,573 12,579 12,581 12,574 0.2 % — % RevPAR $ 3,728 $ 3,729 $ 3,746 $ 3,755 $ 3,739 $ 3,952 $ 3,965 $ 3,985 $ 3,976 $ 3,969 5.9 % 6.2 % Weighted average occupancy 78.6 % 78.9 % 79.6 % 80.3 % 79.4 % 79.6 % 79.9 % 80.8 % 81.4 % 80.4 % 110 bps 100 bps RevPOR $ 4,741 $ 4,727 $ 4,705 $ 4,674 $ 4,711 $ 4,963 $ 4,959 $ 4,930 $ 4,886 $ 4,934 4.5 % 4.7 % Assisted Living and Memory Care Revenue $ 470,086 $ 468,996 $ 475,630 $ 476,672 $ 1,891,384 $ 500,769 $ 498,583 $ 502,219 $ 502,646 $ 2,004,217 5.4 % 6.0 % Other operating income 1,952 3,698 2,191 — 7,841 — — — — — NM (100.0) % Community Labor Expense (233,780) (235,028) (237,382) (236,696) (942,886) (240,782) (240,176) (244,672) (249,341) (974,971) (5.3) % (3.4) % Other facility operating expense (116,283) (115,685) (117,601) (116,770) (466,339) (122,495) (123,409) (126,422) (124,656) (496,982) (6.8) % (6.6) % Facility operating expense (350,063) (350,713) (354,983) (353,466) (1,409,225) (363,277) (363,585) (371,094) (373,997) (1,471,953) (5.8) % (4.5) % Same Community Operating Income $ 121,975 $ 121,981 $ 122,838 $ 123,206 $ 490,000 $ 137,492 $ 134,998 $ 131,125 $ 128,649 $ 532,264 4.4 % 8.6 % Same Community operating margin 25.8 % 25.8 % 25.7 % 25.8 % 25.8 % 27.5 % 27.1 % 26.1 % 25.6 % 26.6 % (20) bps 80 bps Total Average Units 33,067 33,067 33,066 33,068 33,067 33,069 33,070 33,068 33,069 33,069 — % — % RevPAR $ 4,739 $ 4,728 $ 4,795 $ 4,805 $ 4,767 $ 5,048 $ 5,026 $ 5,062 $ 5,067 $ 5,051 5.5 % 6.0 % Weighted average occupancy 76.0 % 76.4 % 77.7 % 78.2 % 77.1 % 77.6 % 77.7 % 78.5 % 79.0 % 78.2 % 80 bps 110 bps RevPOR $ 6,232 $ 6,190 $ 6,175 $ 6,141 $ 6,183 $ 6,506 $ 6,468 $ 6,446 $ 6,410 $ 6,457 4.4 % 4.4 % CCRCs Revenue $ 73,683 $ 73,887 $ 73,398 $ 74,867 $ 295,835 $ 77,684 $ 75,994 $ 76,504 $ 76,683 $ 306,865 2.4 % 3.7 % Other operating income 209 133 38 — 380 — — — — — NM (100.0) % Community Labor Expense (41,954) (42,679) (42,759) (43,131) (170,523) (42,664) (42,231) (42,200) (42,463) (169,558) 1.5 % 0.6 % Other facility operating expense (19,165) (19,192) (19,781) (19,613) (77,751) (20,426) (20,574) (20,579) (20,960) (82,539) (6.9) % (6.2) % Facility operating expense (61,119) (61,871) (62,540) (62,744) (248,274) (63,090) (62,805) (62,779) (63,423) (252,097) (1.1) % (1.5) % Same Community Operating Income $ 12,773 $ 12,149 $ 10,896 $ 12,123 $ 47,941 $ 14,594 $ 13,189 $ 13,725 $ 13,260 $ 54,768 9.4 % 14.2 % Same Community operating margin 17.3 % 16.4 % 14.8 % 16.2 % 16.2 % 18.8 % 17.4 % 17.9 % 17.3 % 17.8 % 110 bps 160 bps Total Average Units 4,314 4,314 4,314 4,315 4,314 4,315 4,316 4,318 4,318 4,317 0.1 % 0.1 % RevPAR $ 5,693 $ 5,709 $ 5,671 $ 5,783 $ 5,714 $ 6,001 $ 5,869 $ 5,906 $ 5,920 $ 5,924 2.4 % 3.7 % Weighted average occupancy 74.5 % 74.0 % 74.8 % 75.8 % 74.8 % 76.5 % 76.5 % 77.0 % 77.5 % 76.9 % 170 bps 210 bps RevPOR $ 7,638 $ 7,712 $ 7,584 $ 7,626 $ 7,639 $ 7,842 $ 7,675 $ 7,672 $ 7,635 $ 7,705 0.1 % 0.9 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 68 Independent Living communities, 526 Assisted Living and Memory Care communities, and 16 CCRCs.


 
10 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 418,624 $ 416,298 $ 420,351 $ 419,830 $ 1,675,103 $ 440,231 $ 435,741 $ 436,238 $ 435,824 $ 1,748,034 3.8 % 4.4 % Other operating income 1,885 3,515 1,828 — 7,228 — — — — — NM (100.0) % Facility operating expense (319,727) (318,572) (322,472) (318,611) (1,279,382) (328,545) (323,358) (329,550) (334,148) (1,315,601) (4.9) % (2.8) % Owned Portfolio Operating Income $ 100,782 $ 101,241 $ 99,707 $ 101,219 $ 402,949 $ 111,686 $ 112,383 $ 106,688 $ 101,676 $ 432,433 0.5 % 7.3 % Owned Portfolio operating margin 24.0 % 24.1 % 23.6 % 24.1 % 24.0 % 25.4 % 25.8 % 24.5 % 23.3 % 24.7 % (80) bps 70 bps Additional Information Interest expense: property level and corporate debt $ (50,315) $ (52,256) $ (53,413) $ (53,788) $ (209,772) $ (53,456) $ (53,778) $ (54,171) $ (54,120) $ (215,525) (0.6) % (2.7) % Community level capital expenditures, net (see page 13) $ (27,135) $ (32,882) $ (23,066) $ (24,992) $ (108,075) $ (25,309) $ (25,404) $ (25,296) $ (25,656) $ (101,665) (2.7) % 5.9 % Number of communities (period end) 346 346 346 345 345 345 342 342 353 (2) 353 (2) 2.3 % 2.3 % Total Average Units 31,597 31,446 31,380 31,264 31,422 31,195 31,075 30,977 30,978 31,056 (0.9) % (1.2) % RevPAR $ 4,405 $ 4,404 $ 4,458 $ 4,470 $ 4,434 $ 4,693 $ 4,663 $ 4,682 $ 4,677 $ 4,679 4.6 % 5.5 % Weighted average occupancy 75.8 % 75.8 % 77.0 % 77.6 % 76.5 % 77.3 % 77.4 % 78.1 % 78.6 % 77.8 % 100 bps 130 bps RevPOR $ 5,814 $ 5,808 $ 5,790 $ 5,759 $ 5,793 $ 6,074 $ 6,025 $ 5,998 $ 5,953 $ 6,013 3.4 % 3.8 % Senior Housing Owned Portfolio(1) Interest Coverage for the twelve months ended December 31, 2024 1.55x Net Debt as of December 31, 2024 (see page 15) $3,731,483 (1) The results of operations of 11 previously leased communities acquired in December 2024 are excluded from the Senior Housing Owned Portfolio for all periods presented herein. (2) The number of owned communities (period end) for the fourth quarter of 2024 and the full year 2024 includes the 11 communities acquired in December 2024.


 
11 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 294,780 $ 293,863 $ 296,772 $ 296,752 $ 1,182,167 $ 304,010 $ 303,968 $ 307,491 $ 308,547 $ 1,224,016 4.0 % 3.5 % Other operating income 443 607 795 — 1,845 — — — — — NM (100.0) % Facility operating expense (211,080) (212,546) (214,939) (211,853) (850,418) (214,005) (214,149) (218,732) (220,774) (867,660) (4.2) % (2.0) % Leased Portfolio Operating Income $ 84,143 $ 81,924 $ 82,628 $ 84,899 $ 333,594 $ 90,005 $ 89,819 $ 88,759 $ 87,773 $ 356,356 3.4 % 6.8 % Leased Portfolio operating margin 28.5 % 27.8 % 27.8 % 28.6 % 28.2 % 29.6 % 29.5 % 28.9 % 28.4 % 29.1 % (20) bps 90 bps Additional Information Cash facility lease payments on leased portfolio (see page 14) $ (67,572) $ (67,888) $ (68,019) $ (68,024) $ (271,503) $ (68,088) $ (68,369) $ (68,609) $ (68,044) $ (273,110) — % (0.6) % Community level capital expenditures, net (see page 13) (2) $ (14,734) $ (17,010) $ (14,715) $ (7,149) $ (53,608) $ (15,065) $ (20,131) $ (9,510) $ (4,568) $ (49,274) 36.1 % 8.1 % Number of communities (period end) 295 295 295 277 277 277 277 277 266 (3) 266 (3) (4.0) % (4.0) % Total Average Units 20,580 20,584 20,580 20,408 20,538 19,844 19,852 19,859 19,861 19,854 (2.7) % (3.3) % RevPAR $ 4,775 $ 4,759 $ 4,807 $ 4,847 $ 4,797 $ 5,107 $ 5,104 $ 5,161 $ 5,178 $ 5,138 6.8 % 7.1 % Weighted average occupancy 77.2 % 77.6 % 78.6 % 79.7 % 78.3 % 79.0 % 79.1 % 80.2 % 80.8 % 79.8 % 110 bps 150 bps RevPOR $ 6,188 $ 6,134 $ 6,112 $ 6,083 $ 6,129 $ 6,465 $ 6,450 $ 6,435 $ 6,413 $ 6,440 5.4 % 5.1 % Lease Coverage for the twelve months ended December 31, 2024 (4) 1.06x Operating and financing lease obligations as of December 31, 2024 (see page 19) $ 1,554,934 Facility Lease Maturity Information Initial Lease Maturities Community Count Total Units Lease Payments (5) 2025 58 6,464 $ 68,817 2026 2 153 $ 1,649 2027 — — $ — 2028 1 116 $ 2,480 2029 17 735 $ 9,503 Thereafter 158 9,604 $ 145,946 Subtotal 236 17,072 $ 228,395 Communities subject to acquisition agreements 30 1,561 $ 23,692 Communities leased as of December 31, 2024 266 18,633 $ 252,087 Communities acquired in December 2024 11 1,228 $ 21,023 Total 277 19,861 $ 273,110 Senior Housing Leased Portfolio(1) (1) The results of operations of 11 previously leased communities acquired in December 2024 are included in the Senior Housing Leased Portfolio for all periods presented herein. (2) Amounts are presented net of lessor reimbursements. See page 13. (3) The number of leased communities (period end) for the fourth quarter of 2024 and the full year 2024 excludes the 11 communities acquired in December 2024. (4) Lease Coverage assumes an implied 5% management fee and capital expenditures at $350/unit for the trailing-twelve months. See page 16. (5) Cash facility lease payments for the twelve months ended December 31, 2024.


 
12 (1) G&A allocations are calculated based on the proportional amount of resident fee revenue (consolidated and under management) attributable to the segment or portfolio. G&A allocations presented herein exclude non-cash stock-based compensation expense and Transaction, Legal, and Organizational Restructuring Costs. Transaction, Legal, and Organizational Restructuring Costs for the fourth quarter and year ended December 31, 2024 include a $7.0 million charge for certain pending putative class action litigation previously described in the Company’s SEC filings, representing the current estimate of the Company’s ultimate cost to resolve such litigation, net of estimated probable insurance recoveries. (2) Not included in consolidated reported amounts. Consolidated, unless otherwise noted 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 22,857 $ 23,027 $ 21,841 $ 21,131 $ 88,856 $ 23,172 $ 23,318 $ 22,654 $ 20,573 $ 89,717 2.6 % (1.0) % Senior Housing Leased Portfolio allocation 16,095 16,255 15,419 14,936 62,705 16,001 16,266 15,968 14,565 62,800 2.5 % (0.2) % All Other allocation 2,995 2,952 2,818 2,691 11,456 2,935 2,971 2,838 2,475 11,219 8.0 % 2.1 % Subtotal G&A expense allocations 41,947 42,234 40,078 38,758 163,017 42,108 42,555 41,460 37,613 163,736 3.0 % (0.4) % Non-cash stock-based compensation expense 3,104 2,969 2,893 3,019 11,985 3,273 3,975 3,403 3,533 14,184 (17.0) % (18.3) % Transaction, Legal, and Organizational Restructuring Costs 3,568 123 105 96 3,892 351 134 66 7,379 7,930 NM (103.8%) General and administrative expense $ 48,619 $ 45,326 $ 43,076 $ 41,873 $ 178,894 $ 45,732 $ 46,664 $ 44,929 $ 48,525 $ 185,850 (15.9) % (3.9) % 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Resident fee revenue $ 713,404 $ 710,161 $ 717,123 $ 716,582 $ 2,857,270 $ 744,241 $ 739,709 $ 743,729 $ 744,371 $ 2,972,050 3.9 % 4.0 % Resident fee revenue under management (2) 54,820 53,373 54,246 53,459 215,898 55,760 55,524 54,646 52,447 218,377 (1.9) % 1.1 % Total (consolidated and under management) $ 768,224 $ 763,534 $ 771,369 $ 770,041 $ 3,073,168 $ 800,001 $ 795,233 $ 798,375 $ 796,818 $ 3,190,427 3.5 % 3.8 % 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, Legal, and Organizational Restructuring Costs) 5.5% 5.5% 5.2% 5.0% 5.3% 5.3% 5.4% 5.2% 4.7% 5.1% 30 bps 20 bps G&A expense (including non-cash stock-based compensation expense and Transaction, Legal, and Organizational Restructuring Costs) 6.3% 5.9% 5.6% 5.4% 5.8% 5.7% 5.9% 5.6% 6.1% 5.8% (70) bps 0 bps G&A Expense


 
13 ($ in 000s, except for community level capital expenditures, per average unit) 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Community level capital expenditures, including allocations (1) Senior Housing Owned Portfolio $ 27,135 $ 32,882 $ 23,066 $ 24,992 $ 108,075 $ 25,309 $ 25,404 $ 25,296 $ 25,656 $ 101,665 (2.7) % 5.9 % Senior Housing Leased Portfolio 14,734 17,010 14,715 7,149 53,608 15,065 20,131 9,510 4,568 49,274 36.1 % 8.1 % Community level capital expenditures, net (A) 41,869 49,892 37,781 32,141 161,683 40,374 45,535 34,806 30,224 150,939 6.0 % 6.6 % Corporate capital expenditures (2) 21,043 14,923 9,467 9,395 54,828 10,217 6,790 6,912 11,897 35,816 (26.6) % 34.7 % Non-Development Capital Expenditures, net (1) 62,912 64,815 47,248 41,536 216,511 50,591 52,325 41,718 42,121 186,755 (1.4) % 13.7 % Development Capital Expenditures, net 519 385 405 453 1,762 218 215 191 13 637 97.1 % 63.8 % Total capital expenditures, net (1) 63,431 65,200 47,653 41,989 218,273 50,809 52,540 41,909 42,134 187,392 (0.3) % 14.1 % Property and casualty insurance proceeds (6,422) (2,367) (10,747) (5,168) (24,704) (2,642) (62) (3,593) (2,251) (8,548) (56.4) % (65.4) % Total capital expenditures, net of property and casualty insurance proceeds received (1) $ 57,009 $ 62,833 $ 36,906 $ 36,821 $ 193,569 $ 48,167 $ 52,478 $ 38,316 $ 39,883 $ 178,844 (8.3) % 7.6 % Capital Expenditures Reconciliation to Statements of Cash Flow Total capital expenditures, net (1) $ 63,431 $ 65,200 $ 47,653 $ 41,989 $ 218,273 $ 50,809 $ 52,540 $ 41,909 $ 42,134 $ 187,392 Lessor reimbursements: non-development capital expenditures (C) 2,244 — — 8,075 10,319 249 1,051 6,714 8,944 16,958 Change in related payables (15,975) (5,075) 17,222 8,441 4,613 (6,659) (2,017) 6,342 (766) (3,100) Total cash paid for capital expenditures $ 49,700 $ 60,125 $ 64,875 $ 58,505 $ 233,205 $ 44,399 $ 51,574 $ 54,965 $ 50,312 $ 201,250 14.0 % 13.7 % Senior Housing Total Average Units (B) 52,177 52,030 51,960 51,672 51,960 51,039 50,927 50,836 50,839 50,910 (1.6) % (2.0) % Community level capital expenditures, net, per average unit (A/B) $ 802 $ 959 $ 727 $ 622 $ 3,112 $ 791 $ 894 $ 685 $ 595 $ 2,965 4.3 % 4.7 % Community level capital expenditures, per average unit (including lessor reimbursements for non-development capital expenditures) ((A+C)/B) $ 3,310 $ 3,298 0.4 % Capital Expenditures (1) Amounts are presented net of lessor reimbursements. (2) Includes remediation costs at communities resulting from natural disasters of $28.8 million and $14.0 million for the full year 2023 and 2024, respectively. A portion of such costs are reimbursable under the Company's property and casualty insurance policies.


 
14 (1) Classification of amounts prospectively impacted by lease amendments in the second quarter of 2023 and acquisition agreements in the third quarter of 2024 with no impact to total cash facility lease payments. (2) Includes cash lease payments for leases of community support centers and information technology systems and equipment. 2023 2024 4Q24 vs 4Q23 Full Year 24 vs 23 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Operating Lease Obligations Facility operating lease expense $ 46,127 $ 50,512 $ 53,145 $ 52,626 $ 202,410 $ 51,496 $ 50,964 $ 51,937 $ 46,190 $ 200,587 Operating lease expense adjustment 10,805 11,557 11,458 11,919 45,739 13,089 13,483 12,489 9,732 48,793 Cash facility operating lease payments (1) 56,932 62,069 64,603 64,545 248,149 64,585 64,447 64,426 55,922 249,380 13.4 % (0.5) % Financing Lease Obligations Interest expense: financing lease obligations 6,552 5,453 4,950 4,995 21,950 5,061 5,110 5,062 12,528 27,761 Payment of financing lease obligations 5,852 2,126 244 251 8,473 262 265 273 284 1,084 Cash financing lease payments (1) 12,404 7,579 5,194 5,246 30,423 5,323 5,375 5,335 12,812 28,845 (144.2) % 5.2 % Total cash facility lease payments (2) $ 69,336 $ 69,648 $ 69,797 $ 69,791 $ 278,572 $ 69,908 $ 69,822 $ 69,761 $ 68,734 $ 278,225 1.5 % 0.1 % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 6,552 $ 5,453 $ 4,950 $ 4,995 $ 21,950 $ 5,061 $ 5,110 $ 5,062 $ 12,528 $ 27,761 (150.8) % (26.5) % Interest income (5,326) (6,115) (6,323) (5,382) (23,146) (4,778) (4,714) (4,663) (5,007) (19,162) (7.0) % (17.2) % Interest expense: debt 50,315 52,256 53,413 53,788 209,772 53,456 53,778 54,171 54,120 215,525 (0.6) % (2.7) % Interest expense, net 51,541 51,594 52,040 53,401 208,576 53,739 54,174 54,570 61,641 224,124 (15.4) % (7.5) % Amortization of deferred financing costs 1,940 1,899 1,910 1,947 7,696 2,257 2,334 2,337 2,795 9,723 Change in fair value of derivatives 904 (5,173) (861) 3,986 (1,144) (3,087) 345 4,746 (2,438) (434) Interest income 5,326 6,115 6,323 5,382 23,146 4,778 4,714 4,663 5,007 19,162 Interest expense per income statement $ 59,711 $ 54,435 $ 59,412 $ 64,716 $ 238,274 $ 57,687 $ 61,567 $ 66,316 $ 67,005 $ 252,575 (3.5) % (6.0) % Cash Facility Lease Payments


 
15 (1) Amount excludes $49.1 million in deferred financing costs, net. (2) Reflects rates as of December 31, 2024. (3) Variable rate maturities include $326.1 million of mortgage debt with extension options to 2027. (4) Fixed rate maturities include $23.3 million of 2.00% convertible senior notes ("2026 Notes"). (5) Fixed rate maturities include $369.4 million of 3.50% convertible senior notes ("2029 Notes"). (6) Excludes convertible senior notes. (7) Includes the carrying amount of debt of which 88.4%, or $3.6 billion, represented non-recourse property-level mortgage financings. (8) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA. (9) Adjusted to exclude cash facility lease payments for previously leased communities acquired in December 2024. 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. $341 $355 $346 $324 $389 12/31/2023 03/31/2024 06/30/2024 09/30/2024 12/31/2024 Total Liquidity ($ in millions) Leverage Ratio ($ in 000s) Twelve Months Ended December 31, 2024 Cash facility operating lease payments (see page 14) $ (249,380) Adjusted EBITDA 386,194 Cash financing lease payments (see page 14) (28,845) Adjusted EBITDA after cash financing lease payments (A) $ 357,349 As of December 31, 2024 Debt (7) $ 4,062,787 Cash and cash equivalents (308,925) Marketable securities (19,879) Restricted cash held as collateral against existing debt (2,500) Net Debt (B) 3,731,483 Operating and financing lease obligations (see page 19) (8) 1,561,072 Adjusted Net Debt $ 5,292,555 Annualized Leverage (B/A) 10.4 x Adjusted Annualized Leverage (9) 9.9 x Debt Structure (1) ($ in millions) Fixed Rate Maturities Variable Rate Maturities Recurring Principal Payments Total Weighted Rate (2) 2025 $ — $ — $ 55 $ 55 5.79 % 2026 (3) (4) 44 326 55 425 6.09 % 2027 696 164 47 907 5.16 % 2028 333 199 38 570 5.50 % 2029 (5) 714 78 30 822 4.38 % Thereafter 1,009 293 31 1,333 5.14 % Total $ 2,796 $ 1,060 $ 256 $ 4,112 5.15 % Capital Structure Line of credit available to draw ($60 million as of December 31, 2024) Cash and cash equivalents and marketable securities ($329 million as of December 31, 2024) Fixed rate debt (5) $2,608 Variable rate debt with interest rate caps and swaps $1,011 Fixed rate convertible senior notes $393 63% 25% As of December 31, 2024 Weighted Rate Fixed rate debt (6) 4.67 % Variable rate debt 6.89 % 2026 Notes 2.00 % 2029 Notes 3.50 % Total debt 5.15 % 10% Variable rate debt - unhedged $100 2%


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


 
17 RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of the Company's communities and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Same Community information reflects operating results and data  of a consistent population of communities by excluding the impact of changes in the composition of the Company's portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. The Company defines its same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue and other operating income, less facility operating expense (excluding natural disaster expense and related insurance recoveries) for the Company's Same Community portfolio. Same Community Operating Income does not include general and administrative expense or depreciation and amortization. Segment Operating Income is defined by the Company as segment revenue and other operating income less segment facility operating expense. Segment Operating Income does not include general and administrative expense or depreciation and amortization. All Other Segment Operating Income consists primarily of the previously reported Management Services segment and excludes revenue for reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities, and there is no facility operating expense associated with the All Other category. See the Segment Information note to the Company’s consolidated financial statements for more information regarding the Company’s segments. Senior Housing Leased Portfolio represents Brookdale leased communities and does not include owned or managed communities, except for 11 previously leased communities which were acquired in December 2024 and are included within the Senior Housing Leased Portfolio for all periods presented herein. 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. For all periods presented herein, the Senior Housing Owned Portfolio excludes 11 previously leased communities acquired in December 2024. Total Average Units represents the average number of units operated during the period. Transaction, Legal, 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. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. Definitions


 
18 2023 2024 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Net income (loss) $ (44,563) $ (4,526) $ (48,811) $ (91,170) $ (189,070) $ (29,581) $ (37,742) $ (50,734) $ (83,937) $ (201,994) Provision (benefit) for income taxes 572 275 (1,876) 9,813 8,784 (40) 449 677 3,560 4,646 Equity in (earnings) loss of unconsolidated ventures 577 1,153 1,426 840 3,996 — — — — — Loss (gain) on debt modification and extinguishment, net — — — 2,702 2,702 — — 2,267 18,495 20,762 Non-operating loss (gain) on sale of assets, net — (860) — (581) (1,441) (704) (199) (20) — (923) Other non-operating (income) loss (3,149) (3,197) (10,166) (5,175) (21,687) (3,338) (199) (3,584) (2,255) (9,376) Interest expense 59,711 54,435 59,412 64,716 238,274 57,687 61,567 66,316 67,005 252,575 Interest income (5,326) (6,115) (6,323) (5,382) (23,146) (4,778) (4,714) (4,663) (5,007) (19,162) Income (loss) from operations 7,822 41,165 (6,338) (24,237) 18,412 19,246 19,162 10,259 (2,139) 46,528 Depreciation and amortization 84,934 84,448 85,932 87,398 342,712 86,127 88,028 90,064 93,569 357,788 Asset impairment — 520 9,086 30,966 40,572 1,708 — 934 5,915 8,557 Loss (gain) on sale of communities, net — (36,296) — — (36,296) — — — — — Operating lease expense adjustment (10,805) (11,557) (11,458) (11,919) (45,739) (13,089) (13,483) (12,489) (9,732) (48,793) Non-cash stock-based compensation expense 3,104 2,969 2,893 3,019 11,985 3,273 3,975 3,403 3,533 14,184 Transaction, Legal, and Organizational Restructuring Costs 3,568 123 105 96 3,892 351 134 66 7,379 7,930 Adjusted EBITDA $ 88,623 $ 81,372 $ 80,220 $ 85,323 $ 335,538 $ 97,616 $ 97,816 $ 92,237 $ 98,525 $ 386,194 Interest expense: financing lease obligations (6,552) (5,453) (4,950) (4,995) (21,950) (5,061) (5,110) (5,062) (12,528) (27,761) Payment of financing lease obligations (5,852) (2,126) (244) (251) (8,473) (262) (265) (273) (284) (1,084) Adjusted EBITDA after cash financing lease payments $ 76,219 $ 73,793 $ 75,026 $ 80,077 $ 305,115 $ 92,293 $ 92,441 $ 86,902 $ 85,713 $ 357,349 Adjusted EBITDA and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Appendix: Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Adjusted Free Cash Flow, Net Debt, and Adjusted Net Debt (each as defined in the "Definitions" section), which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non- GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt less current portion, or current portion of long-term debt. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations set forth in this Appendix of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP and to review the information under "Reconciliations of Non-GAAP Financial Measures" in the Company’s earnings release dated February 18, 2025 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.


 
19 Net Debt and Adjusted Net Debt Reconciliations Appendix: Non-GAAP Financial Measures (continued) ($ in 000s) As of December 31, 2024 Long-term debt (including current portion) $ 4,062,787 Cash and cash equivalents (308,925) Marketable securities (19,879) Cash held as collateral against existing debt (2,500) Net Debt 3,731,483 Operating and financing lease obligations 1,589,210 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (28,138) Adjusted Net Debt $ 5,292,555 Operating and financing lease obligations $ 1,589,210 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (28,138) Adjusted operating and financing lease obligations 1,561,072 Operating and financing lease obligations related to community support centers and information technology leases (6,138) Operating and financing lease obligations for Leased Portfolio $ 1,554,934


 
20 2023 2024 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Net cash provided by (used in) operating activities $ 24,042 $ 63,824 $ 45,763 $ 29,294 $ 162,923 $ (1,146) $ 55,670 $ 66,455 $ 45,198 $ 166,177 Net cash provided by (used in) investing activities (62,019) (41,891) (31,837) 22,383 (113,364) (6,946) (68,457) (58,113) (144,550) (278,066) Net cash provided by (used in) financing activities 171 (50,093) (19,232) (105,285) (174,439) 54,090 (20,375) (38,801) 147,147 142,061 Net increase (decrease) in cash, cash equivalents and restricted cash $ (37,806) $ (28,160) $ (5,306) $ (53,608) $ (124,880) $ 45,998 $ (33,162) $ (30,459) $ 47,795 $ 30,172 Net cash provided by (used in) operating activities $ 24,042 $ 63,824 $ 45,763 $ 29,294 $ 162,923 $ (1,146) $ 55,670 $ 66,455 $ 45,198 $ 166,177 Distributions from unconsolidated ventures from cumulative share of net earnings — (430) — — (430) — — — — — Changes in prepaid insurance premiums financed with notes payable 19,305 (6,301) (6,474) (6,530) — 23,319 (7,617) (7,772) (7,930) — Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (2,244) — — (7,600) (9,844) (249) (1,051) (6,432) (8,630) (16,362) Non-development capital expenditures, net (62,912) (64,815) (47,248) (41,536) (216,511) (50,591) (52,325) (41,718) (42,121) (186,755) Property and casualty insurance proceeds 6,422 2,367 10,747 5,168 24,704 2,642 62 3,593 2,251 8,548 Payment of financing lease obligations (5,852) (2,126) (244) (251) (8,473) (262) (265) (273) (284) (1,084) Adjusted Free Cash Flow $ (21,239) $ (7,481) $ 2,544 $ (21,455) $ (47,631) $ (26,287) $ (5,526) $ 13,853 $ (11,516) $ (29,476) Adjusted Free Cash Flow Reconciliation Appendix: Non-GAAP Financial Measures (continued) Brookdale Senior Living Inc. 105 Westwood Place Brentwood, TN 37027 (615) 221-2250 brookdale.com


 
v3.25.0.1
Cover Page
Feb. 18, 2025
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 18, 2025
Entity Incorporation, State or Country Code DE
Entity File Number 001-32641
Entity Tax Identification Number 20-3068069
Entity Address, Address Line One 105 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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