Good morning. Thank you for joining today's Brookdale Q1 2023 Earnings Call. My name is Cole and I will be your moderator. All lines will be muted during the presentation, and there will be a chance for questions and answers at the end. Now, I would like to turn the conference over to our host, Jessica Hazel. Please proceed.

Thank you and good morning. I'd like to welcome you to the first quarter 2023 earnings call for Brookdale Senior Living. Joining us today are Cindy Baier, our President and Chief Executive Officer; and Dawn Kussow, our Executive Vice President and Chief Financial Officer. All statements today, which are not historical facts may be deemed to be forward-looking statements within the meaning of the Federal Securities Laws. These statements are made as of today's date and we expressly disclaim any obligation to update these statements in the future. Actual results and performance may differ materially from forward-looking statements. Certain of the factors that could cause actual results to differ are detailed in the earnings release we issued yesterday, as well as in the reports we file with the SEC from time to time, including the risk factors contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. I direct you to the release for the full Safe Harbor Statement. Also, please note that during this call, we will present non-GAAP financial measures. For reconciliations of each non-GAAP measure from the most comparable GAAP measure, I direct you to the release and supplemental information which may be found at brookdaleinvestors.com and was furnished on an 8-K yesterday. Now, I will turn the call over to Cindy.

Good morning to all of our shareholders, analysts, and other call participants. I hope that you and your loved ones are well. Welcome to our first quarter 2023 earnings call. At Brookdale, our overarching priority is the health and well-being of our residents and associates. For this reason, I want to start with an update on an overnight tornado that hit our Shawnee, Oklahoma community a few weeks ago, causing significant damage to the building. Let me say that I'm immensely proud of our team who acted with incredible bravery, remaining calm in the face of danger, and executing the community's crisis and evacuation plans flawlessly. As a result, I am grateful to report that none of our residents or associates were severely injured. We experienced prior natural disasters and every time our on-site associates have quickly and appropriately responded. With Brookdale's size and scale, we were able to mobilize teams across the organization quickly to help ensure the safety and security of our residents. I'd like to take a moment to express my heartfelt gratitude to our dedicated associates who tirelessly worked to care for our residents, both those who helped ensure their safety during the tornado, those who stepped in to care for them following the destruction, and those who worked hard to make them feel at home in our sister communities in Oklahoma. Our team's resilience and commitment to our residents demonstrate the true spirit of Brookdale, and I am honored to work alongside such compassionate and courageous individuals. At present, we are still gathering reconstruction estimates and information regarding insurance reimbursement. Recognizing this uncertainty, we have incorporated our best possible estimate into our second-quarter guidance range. We have begun reconstruction and look forward to reopening our Shawnee community in the coming months. Like all years, 2023 is an important year for Brookdale and I am incredibly grateful for all of the hard work and leadership I have seen our teams exhibit. In February I spoke of several 2023 plans and our key strategic priorities, including every available room in service at the best profitable rate; attracting, engaging, developing, and retaining the best associates; and earning resident and family trust and satisfaction by providing valued high-quality care and personalized service. These strategic priorities not only paved the way for a strong start to the year, as evidenced by first quarter results surpassing expectations, but they also support the health and well-being of our residents and associates. It is with this overarching priority in mind that I'd like to provide an update on the progress of a long-term strategic program we've been working on and are very passionate about here at Brookdale. In early 2020, we launched a community-based, technology-enabled, proactive care coordination pilot program called Brookdale HealthPlus. HealthPlus is designed to help improve residents' quality of life through evidence-based preventive care coordination. It works by providing each HealthPlus community with access to a registered nurse care manager who helps promote residents' health and wellness. These care managers use the latest technology and communication tools to enable responsive, effective care coordination with residents' primary care providers, other specialists, and family members. Throughout the pandemic, we continued to focus on this innovative program, refining our efforts and measuring success. During the pilot to ensure we were delivering value-based outcomes, we engaged an independent third party to assess this program's results. The results of the pilot were extremely promising. The data revealed that residents in HealthPlus communities had fewer urgent care or emergency room visits and fewer hospitalizations than similar residents in private housing. Importantly, the data also showed higher resident retention as health outcomes improved, which results in favorable occupancy rate increases. HealthPlus communities also have more move-ins and higher associate retention, meeting two of our operational focus areas. We expect this program will further improve our residents' satisfaction and quality of life while reducing costs for residents, their families, and the overall healthcare system. Now it is time to build on this success. In April, we expanded HealthPlus from 16 communities to 31, and we will be integrating this proactive and innovative program into 18 additional communities before the end of the second quarter. I see tremendous opportunity for Brookdale HealthPlus, and I'm optimistic that we will produce favorable outcomes for our residents, associates, and shareholders. As we demonstrate continued success, we expect to roll out this differentiating program to additional communities in 2024 and beyond. The introduction of Brookdale HealthPlus not only creates an integrated benefit for our residents, it creates value for many stakeholders and further establishes Brookdale's position as the market leader and industry innovator. Pivoting now to first quarter results. When I consider our first priority to get every room in service at the best profitable rate, one of the most critically important considerations in the first quarter is the January 1 in-place resident rate increase. From an overall business standpoint, just like any other service provider, it's important to ensure that we are charging a fair rate for the services that we provide. The rate must balance affordability for residents with the costs that are necessary to provide high-quality services, including providing a return on the capital needed to operate our communities. The rate-setting process becomes even more challenging in an inflationary period when the macroeconomic environment is rapidly changing. We entered the first quarter with both optimism for the plans we laid out and uncertainty following this historic rate increase. I couldn't be more grateful to our Executive Directors and Field Team for their leadership throughout this process. An increase in controllable move-outs was expected, as it's typical for any rate increase, but we have never been in an environment like this and didn't have the data to predict the net result of the rate increase with as much certainty as historically has been the case. Importantly, first quarter move-in volume remained very strong, outperforming both last year and our pre-pandemic history, which I believe is evidence of the outstanding work of our sales, marketing, operations, and clinical teams, combined with the benefit of compelling supply and demand conditions. Stepping back and looking at our decisions with the benefit of hindsight, I believe the pricing action was appropriate and translated into strong first quarter results. During the first quarter, we also successfully executed our strategic and operational plans to increase the number of shifts that are filled by Brookdale associates working on regular time as opposed to contract labor or overtime. When it is necessary to fill shifts with premium labor, it significantly increases the cost of service, with dedicated cross-functional support providing insights and analysis. Our community leaders identify areas of opportunity where we could improve premium labor expense while ensuring that we continue to meet residents' needs, offer high-quality care and services, and remain in compliance with applicable regulations. Coupled with the successful execution of our January 1 rate increase, the continued diligence of our cross-functional teams supported our year-over-year adjusted EBITDA growth. Looking ahead, we are emphasizing a growth mindset with our Executive Directors and Field Leaders, while providing opportunities for them to learn and strengthen important competencies and grow in their careers. We are committed to winning locally and leveraging the benefits of scale to drive revenue growth and improved financial performance. Our local teams, which include Executive Directors, Health and Wellness Directors, and District Leaders, are essential to this mission as they are closest to their local markets. In particular, our Executive Directors and District Leaders are responsible for positioning their communities appropriately and managing our service offerings effectively. We will continue to support them in growing their business and will provide appropriate rewards for their success as they aim to achieve consistent operational excellence and enrich the lives of more seniors in the quarters and years to come. I am incredibly grateful to those who have embraced capturing the significant opportunity that lies ahead for topline growth and margin expansion through providing valued high-quality care and personalized services. Reflecting on the start to our year, we are firmly on the path to continued recovery and have gained momentum. With each quarter of successful execution, we are building confidence in our course to achieving long-term success. Our strategic plans, sales posture, and operational execution are translating into sustainable growth, and we believe this growth will return us to positive adjusted free cash flow in the near future. In her remarks, Dawn will provide additional color on both the first quarter financials and our second quarter expectations.

Thank you, Cindy. Good morning, and thank you for being here today. I'd like to speak to our strong first quarter results, provide insights to our second quarter guidance, and close by adding to a few of Cindy's comments. Beginning with first quarter results. Senior housing revenue increased 12% over the prior year first quarter. This growth was driven by a 290 basis point increase in occupancy and 8.6% RevPAR growth. Occupancy was largely in line with expectations even with the elevated controllable move-outs that Cindy spoke to. RevPAR was favorable to our expectations, thanks to the judicious rate management and the diligence of our community leaders as they worked with residents and communicated the need to incorporate recent unprecedented labor and inflationary cost into this year's rate increase. We were pleased with this performance, which drove 12.9% year-over-year RevPAR growth, well above the guidance range we initially provided. We also recognized approximately $2 million of other operating income from state grants during the quarter. Our teams remain diligent in pursuing available government support as we continue to recover lost occupancy from the pandemic. We anticipate reporting modestly higher grant income in the second quarter. Moving on to expenses. Our first quarter facility operating expense was approximately $531 million. These results demonstrate improved expense management, including our focus on reducing premium labor by filling shifts with full-time and part-time Brookdale employees, while ensuring that we continue to meet our residents' needs, provide high-quality care and services, and remain in compliance with applicable regulations. Excluding the benefit from other operating income, same community operating margin was 26.1%, a 640 basis point improvement over the prior year. I am very proud of this operating margin improvement, resulting from the continued focus and dedication of our teams to be financially responsible while balancing mission and margin. First quarter general and administrative expense, excluding transaction and organizational restructuring costs and non-cash stock-based compensation expense, was approximately $42 million. Cash operating lease payments were $57 million, which is consistent with our previously provided expectations. These results culminated in first quarter adjusted EBITDA of approximately $89 million, which far exceeded our guidance range and represented a 138% increase over the prior year first quarter, and a 90% sequential increase over the fourth quarter of 2022. Adjusted EBITDA favorability was driven primarily by three things: first, higher than expected RevPAR; second, the government grant assistance I just noted; and third, improved expense management, particularly the ongoing premium labor reductions that Cindy spoke to. Adjusted free cash flow was negative $21 million for the quarter, a meaningful improvement from our 2022 quarterly run rate. Capital expenditures in the first quarter were elevated primarily as a result of $16 million in remediation spend, primarily related to Hurricane Ian and Winter Storm Elliott. We estimate that $13 million of this will be reimbursed, of which we received only $6 million of insurance recoveries during the first quarter. While the quarterly timing will vary, we anticipate a relatively net-neutral full year cash flow impact related to these natural disaster reimbursable costs and expected insurance recoveries. Aligned with our previous guidance, we anticipate approximately $200 million of non-development CapEx in 2023, excluding the expected $20 million of full year reimbursable remediation costs. Moving to liquidity. Throughout the pandemic and recovery period, we have successfully executed plans to support liquidity as it is the fuel that supports our continued recovery. As of March 31st, total liquidity was $439 million. In connection with the recent closing of an asset held for sale that Cindy spoke to in the second quarter, we expect to recognize $12 million of a net cash inflow. I'll now pivot to our second quarter guidance. In yesterday's press release, we guided to year-over-year RevPAR growth in the range of 11.5% to 12% and second quarter adjusted EBITDA in the range of $72 million to $77 million. Driven by continued recovery, second quarter occupancy is expected to improve versus the first quarter despite normal pre-pandemic seasonality, which generally results in lower second quarter occupancy. Importantly, our April weighted average occupancy improved 10 basis points relative to March. Additionally, we believe we can maintain much of our first quarter RevPAR. April financial move-outs are still elevated but are improving from the levels we experienced in the first quarter, and we believe weighted average occupancy will sequentially increase each month of the quarter. It's important to note that compared to the first quarter, our second quarter adjusted EBITDA guidance reflects some normal seasonality factors which are unfavorable sequentially versus the first quarter. We estimate that the sequential impact to adjusted EBITDA from these normal seasonality factors is approximately $13 million. With continued progress in our key strategic priorities, including anticipated growth in occupancy as well as diligent and appropriate expense management, we expect the impact of the second quarter factors to be partially mitigated. In addition to these normal seasonal factors, the transaction with Welltower that Cindy spoke to results in the reclassification of leases from financing to operating treatment, much like a separate lease amendment we spoke to in our February earnings call. Specifically, in the current second quarter, cash facility operating lease payments will increase approximately $5 million, lowering adjusted EBITDA, offsetting will be a decrease in payment of financing lease obligations of approximately $4 million and the decrease of interest expense of approximately $1 million. This second quarter amount represents a pro-rated portion of a quarterly impact based upon the transaction date. Beginning in the third quarter, this reclassification quarterly impact will be approximately $7 million. While this lease accounting change will decrease adjusted EBITDA, it is important to note that it will have no impact on adjusted EBITDAR, a standard and widely used valuation metric. We have provided this information on the adjusted EBITDA and adjusted free cash flow side in the supplemental deck. Looking beyond the second quarter, we would expect adjusted EBITDA to step back up as occupancy continues to grow and we deliver continued improved expense management in 2023. Finally, I want to share thoughts on our capital structure, given the recent banking crisis and the consequential tighter credit availability, as well as continued volatile and rising interest rates. Over the years, we have been proactive and thoughtful in our financing plans, and thanks to this diligence, which is led by our Treasurer, George Hicks, approximately 60% of our debt portfolio is at a fixed interest rate, just over 90% is non-recourse asset-backed mortgage debt, and just over 90% of our variable rate debt is subject to interest rate cap or swap agreements with a weighted average fixed interest rate of 4.14%. Our 2022 refinancing further strengthened our current financial position, especially considering the current lending environment. Additionally, with our solid first quarter adjusted EBITDA results, our annualized leverage decreased from 19.8 times at the end of 2022 to 15.0 times at the end of the first quarter. Our next mortgage debt matures in September of 2024, and we have already begun evaluating our refinancing options. We are actively monitoring the markets which are ever-evolving and we are fully focused on the performance of the asset pool in this master loan agreement. A number of factors will be weighed in determining the timing and approach we take to this maturity, including the interest rate environment, the continued recovery of the assets within the loan, and our liquidity needs at the time of refinancing. Most importantly, I am confident we will be able to address this loan maturity at or before September of 2024. I'd like to end by saying we've targeted significant forward progress in 2023, and the first quarter results take us one step closer to achieving our goal. Impacting our adjusted EBITDA expectations for the second quarter are our normal seasonal factors, which increased costs between the first and the second quarter, as well as the impact of the new lease reclassification. But by remaining focused on both mission and margin through strong operational execution and a growth mindset, we are confident that at the end of 2023, we will be pleased with our solid progress this year.

In closing, we have established a strong foundation for success through the tremendous dedication of our passionate team. There is a significant and increasing demand for our communities from an aging demographic, and this demand has proven to be robust. Brookdale's scale, clinical expertise, and innovative healthcare services like Brookdale HealthPlus set us apart from competitors and we plan to leverage our strengths and maximize compelling demographic tailwinds to create significant value for our shareholders. Operator, please open up the call for questions.

Our first question is from Steven Valiquette with Barclays. Your line is now open.

Hello, thanks, good morning. Congratulations on these strong results. I have a question regarding the occupancy bands for the consolidated communities shown on Page 3 of the supplement. I noticed a concerning trend where the number of facilities with under 70% occupancy increased to around 200 this quarter, up from 180 in the fourth quarter. There seems to be a seasonal factor at play, but I wonder if we should expect this number to continue trending down over time. Is there a target occupancy level that you think might consistently remain below 70%? Will there be a strategic review on this? I'm interested in your overall thoughts about the lower end of the consolidated portfolio regarding that occupancy band. Any insights going forward would be appreciated. Thank you.

Steve, thanks so much for your question. We're really excited about our first quarter results. When you look at the occupancy bands in the first supplement Page 3, we do have our results come down sequentially from Q4 to Q1, because of the normal seasonality of our portfolio. We do have a number of communities that are under 70%, and we have plans to improve the occupancy in those communities. Now, there are some complications about how you might adjust the portfolio. As you know, most of our leases are structured as master lease agreements, and what that means is we need to renew a pool of assets together. We can cherry-pick and take the best assets. That said, we do enter into discussions with our landlords about whether it might be possible to sell certain assets that we think could be better suited outside of the Brookdale portfolio. I also think it's important to note that Brookdale is largely a private-pay business. Unlike other competitors, we don't have as much Medicaid, and Medicaid communities are often a higher occupancy. I also think it's important to note that we have focused on driving RevPAR. And if you look at the results of our RevPAR, our adjusted EBITDA, our facility operating income, and our absolute margin rate, I think our performance as a whole compares very favorably to our peers.

Okay, great. Just one quick follow-up question regarding the Welltower release. The pool of $17 million will be available for CapEx funding. Is there any insight on how that's going to be spent? Will it be more refurbishments or are you considering enhancing some of the acuity, like Alzheimer’s offerings? I'm just curious about any high-level details on how that might be allocated, if there is any planned earmarking for it. Thanks.

Yes, good question, Steve. Let me just say that the Welltower transaction is a great transaction for us. As you know, it's a reclass in terms of the rent payments. We will not have an increase in cash rent. There will not be any change to our adjusted free cash flow. There will be no impact to adjusted EBITDAR, which is a standard and widely used valuation method. When it comes to the CapEx pool itself, one of the communities that we will use CapEx on is Brookdale Shawnee. That's the community that I referred to at the beginning of the call that was impacted by the tornado. We are still in the early stages of deciding where and how that CapEx will be deployed. What I'm excited about is that that CapEx pool will improve both the profitability and the liquidity of the communities over the near term and drive even stronger performance.

Hi, thanks. I have a quick question. Do any of your larger outstanding leases have net worth covenants, or was Welltower the only one with that condition?

No, there are not. It was only in the Welltower lease.

Okay. And then just looking back, sort of pre-pandemic, if you think about occupancy levels by segment, assisted living is about 570 basis points off the first quarter of 2019. But independent living is still over 1,100 basis points. So I'm just curious, is there an opportunity to convert some of those independent living beds into something more acute like assisted living or memory care and just help us understand the CapEx requirements, regulatory approvals, landlord approvals, things like that, that would be needed?

It's a really good question. And if you go back before the pandemic, I would say that Brookdale was incredible when it came to development CapEx. And what we often found is that we could take independent living units and convert them to a higher acuity, particularly early-stage dementia or Alzheimer's care, and that was very successful. Now, the regulatory environment varies greatly. We do have a community in New York, for instance, that has been built where we're still awaiting regulatory approval to open a long time after the community has been operated. So we'll look at those probably in 2024 and beyond that what we saw in 2023 was the best near-term opportunity for improvement in revenue, adjusted EBITDA, and cash flow was to really look at those short-term improvements that could drive our improved recovery, and that's why you haven't seen those programs this year. But looking forward, I do think that's a wonderful opportunity for us.

Got you. And then just if I could sneak one more in, just Brookdale HealthPlus, I thought the commentary was interesting there. Is that a revenue opportunity in terms of listed rate add-on or is that sort of part of the overall rate and helps support the increases that you guys are getting?

We do not charge separately for Brookdale HealthPlus. If you think about the value proposition for our residents, what that does is that allows them to increase their health span, which will increase length of stay. We also have seen that it attracts more residents to our communities. So we accelerate move-ins. So for us, that really helps drive sort of the revenue growth, which I think is really attractive. Now, if you think about sort of the transition to value-based care, we have demonstrated that our outcomes are better than residents who live outside Brookdale communities and live in private residences. They've got fewer ER visits, fewer hospitalizations, and urgent care visits, and so that will create value for the healthcare system overall. We're still working on how we will capture more of that value for the Brookdale shareholders.

Hi, thank you and I appreciate all the commentary about the leases. I just wanted to follow up on kind of the covenant side. You mentioned that the unique covenant was removed from the Welltower leases, but can you kind of talk about where we go from here from a balance sheet perspective, where your next pressure points are? And how we think about your strategy going forward from this lease renegotiation. Thank you.

Our balance sheet is in good shape. We have eliminated the unique net worth covenant from all three Welltower leases and replaced it with a tangible net worth covenant. Calculating the tangible net worth under the lease as of March 31, it would have been $4.4 billion, which provides us with more than $2 billion of cushion compared to the previous covenant of $2 billion. We have been proactive during the pandemic in evaluating our upcoming maturities, with the next ones due in the fall of 2024. Dawn and George Hicks, our Treasurer, are already exploring options for managing those maturities. Thanks, Ben.

There are no additional questions waiting. So this concludes the end of the conference call. Thank you for your participation. You may now disconnect your line.