bkd-20211104
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported)November 4, 2021
Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3264120-3068069
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
111 Westwood Place,Suite 400,Brentwood,Tennessee37027
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (615)221-2250
 
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareBKDNew York Stock Exchange

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

Emerging growth company

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




Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2021, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its third quarter 2021 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.

Supplemental information related to the Company's third quarter 2021 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

99.1     Press Release dated November 4, 2021

99.2     Supplemental Information

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



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BROOKDALE SENIOR LIVING INC.
Date:November 4, 2021By:/s/ Chad C. White
Name:Chad C. White
Title:Executive Vice President, General Counsel and Secretary




Exhibit 99.1
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Brookdale Announces Third Quarter 2021 Results

Nashville, Tenn., November 4, 2021 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter ended September 30, 2021.

HIGHLIGHTS

Third quarter weighted average occupancy grew 200 basis points sequentially.
Liquidity increased $258 million to $646 million at September 30, 2021, which reflects the impact of the successful completion of the sale of 80% of the Company's equity in its Health Care Services segment.
On October 1, 2021, the Company issued $230 million principal amount of 2.00% convertible senior notes due 2026.

"We are winning the recovery, with eight consecutive months of occupancy growth through October,” said Lucinda (“Cindy”) Baier, Brookdale’s President and CEO. “Throughout the pandemic, we’ve made great progress from a business and liquidity perspective. Our scale allows us to help protect and prioritize our residents and associates, like with our recent and rapid hosting of vaccine booster clinics in the vast majority of our communities. Additionally, this quarter we successfully closed a convertible notes offering that demonstrates the interest in Brookdale’s current and long-term growth opportunities."

SUMMARY OF THIRD QUARTER RESULTS

Consolidated

The table below presents a summary of consolidated operating results.
Year-Over-Year
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions)3Q 20213Q 2020AmountPercent2Q 2021AmountPercent
Senior housing resident fee revenue$600.1 $610.9$(10.8)(1.8)%$586.7$13.42.3%
Health Care Services resident fee revenue (1)
— 89.9(89.9)n/a87.3(87.3)n/a
Total resident fee revenue600.1 700.8(100.7)(14.4)%674.0(73.9)(11.0)%
Management fee revenue3.6 5.7(2.1)(36.8)%5.0(1.4)(28.0)%
Senior housing facility operating expense480.4 476.24.20.9%466.414.03.0%
Health Care Services facility operating
  expense (1)
— 94.3(94.3)n/a84.4(84.4)n/a
Total facility operating expense480.4 570.5(90.1)(15.8)%550.8(70.4)(12.8)%
General and administrative expense43.8 54.1(10.3)(19.0)%52.4(8.6)(16.4)%
Net income (loss) (1)
174.3 (125.0)299.3NM(83.6)257.9NM
Adjusted EBITDA (2)
34.6 (64.0)98.6NM33.11.54.5%
One-time cash lease payment— 119.2(119.2)NM
Adjusted EBITDA, excluding one-time cash
  lease payment
34.6 55.2(20.6)(37.3)%33.11.54.5%

(1)    On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment (the "HCS Sale") and recognized a $288.2 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements. Refer to the Transaction and Financing Update below for further information.
(2)    Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure, and other important information regarding the use of the Company's non-GAAP financial measures. Unless otherwise indicated, Adjusted EBITDA for the third quarter of 2020 includes the $119.2 million one-time cash lease payment made to Ventas, Inc. ("Ventas") in connection with the Company’s lease restructuring transaction effective July 26, 2020 ("one-time cash lease payment").

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Senior housing resident fee revenue.
The Company estimates that the COVID-19 pandemic resulted in $76.4 million, $81.8 million, and $76.5 million of lost resident fee revenue in the consolidated senior housing portfolio for the third quarter of 2021, second quarter of 2021, and third quarter of 2020, respectively. The estimated lost resident fee revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-pandemic expectations for the 2020 period.
3Q 2021 vs 3Q 2020:
Consolidated RevPAR decreased $22, or 0.6%, to $3,784 as a result of a decrease in consolidated weighted average occupancy of 280 basis points to 72.5%, offset by an increase in consolidated RevPOR of $163, or 3.2%, to $5,219. The increase in RevPOR was primarily the result of in-place rent increases and an occupancy mix shift to more memory care and skilled nursing services.
The disposition of 12 communities through sales and conveyances of owned communities and lease terminations since the beginning of the third quarter of 2020 resulted in $7.4 million less in resident fees during the third quarter of 2021 compared to the third quarter of 2020.
3Q 2021 vs 2Q 2021: Consolidated RevPAR increased $92, or 2.5%, to $3,784 as a result of an increase in consolidated weighted average occupancy of 200 basis points to 72.5%, partially offset by a decrease in consolidated RevPOR of $18, or 0.3%, to $5,219.

Management fee revenue.
The decrease was primarily due to the transition of management arrangements on certain former unconsolidated ventures in which the Company sold its interest and interim management agreements on formerly leased communities.

Senior housing facility operating expense.
3Q 2021 vs 3Q 2020:
Senior housing facility operating expense increased $4.2 million, or 0.9%, primarily due to an increase in labor expense arising from increased contract labor and overtime costs due to the intensely competitive labor market, partially offset by a decrease in incremental costs to respond to the COVID-19 pandemic.
The disposition of communities resulted in $7.7 million less in facility operating expenses during the third quarter of 2021 compared to the third quarter of 2020.
3Q 2021 vs 2Q 2021: Senior housing facility operating expense increased $14.0 million, or 3.0%, primarily due to an increase in labor expense arising from increased contract labor and overtime costs due to the intensely competitive labor market and an additional day of expense during the third quarter. Additionally, there was a seasonal increase in utility costs.
The Company incurred $7.2 million, $8.9 million, and $22.1 million of incremental direct costs in the consolidated senior housing portfolio during the third quarter of 2021, second quarter of 2021, and third quarter of 2020, respectively, to respond to the COVID-19 pandemic, including costs for: acquisition of personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; increased expense for general liability claims; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources.

General and administrative expense.
3Q 2021 vs 3Q 2020: The decrease in general and administrative expense was primarily attributable to decreases in transaction costs, compensation costs as a result of a reduction in the Company's corporate headcount related to the HCS Sale, and non-cash stock-based compensation expense.
3Q 2021 vs 2Q 2021: The decrease in general and administrative expense was primarily attributable to a decrease in compensation costs as a result of a reduction in the Company's corporate headcount related to the HCS Sale and a decrease in estimated incentive compensation costs.

Net income (loss).
3Q 2021 vs 3Q 2020: The increase in net income (loss) was primarily attributable to gain on sale of assets of $288.2 million from the HCS Sale and decreases in facility operating lease expense, depreciation and amortization expense, non-cash asset impairment expense, and general and administrative expense, partially offset by the net impact of the revenue and facility operating expense factors previously discussed and a $10.7 million decrease in other operating income.
3Q 2021 vs 2Q 2021: The increase in net income (loss) was primarily attributable to gain on sale of assets of $288.2 million from the HCS Sale and the general and administrative factors previously discussed, partially offset by a decrease in equity in earnings of unconsolidated ventures.

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Adjusted EBITDA.
3Q 2021 vs 3Q 2020: The increase in Adjusted EBITDA was primarily attributable to the $119.2 million one-time cash lease payment made to Ventas in connection with the Company's lease restructuring transaction effective July 26, 2020 and the decrease in general and administrative expense (excluding non-cash stock based compensation expense and transaction and organizational restructuring costs), partially offset by the net impact of the revenue, other operating income, and facility operating expense factors previously discussed.
3Q 2021 vs 2Q 2021: The increase in Adjusted EBITDA was primarily attributable to the decrease in general and administrative expense (excluding non-cash stock based compensation expense and transaction and organizational restructuring costs), partially offset by the deconsolidation of the operating results of the Health Care Services segment and decreases in management fee revenue and other operating income.

COVID-19 Impact.
Vaccine Update: As of October 31, 2021, the Company's resident vaccine acceptance rate was 95%. The U.S. Centers for Disease Control and Prevention ("CDC") has recently recommended that certain populations, including residents in long-term care settings, should receive a COVID-19 booster dose. The Company has completed booster vaccine clinics in the vast majority of its communities. The Company has adopted a policy requiring its associates to be vaccinated against COVID-19, subject to limited exceptions, which the Company is implementing in a phased approach beginning with its corporate associates and field and community leadership.
Rebuilding Occupancy. The Company continues to execute on key initiatives to rebuild occupancy lost due to the pandemic. Beginning in March 2021, the Company has achieved eight consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), seniors housing occupancy increased 120 basis points from the second quarter to the third quarter of 2021 for stabilized portfolios. The Company's weighted average consolidated senior housing occupancy increased 200 basis points sequentially for the third quarter of 2021 compared to the second quarter of 2021. During the third quarter of 2021, the nationwide spread of the Delta variant caused some moderation in the Company's sequential monthly occupancy growth rate. The table below sets forth the Company's consolidated occupancy trend during 2021.

Jan 2021
Feb
2021
Mar
2021
Apr
2021
May 2021
Jun 2021
Jul 2021
Aug 2021
Sep
 2021
Oct
2021
Weighted average70.0 %69.4 %69.4 %69.9 %70.5 %71.2 %72.0 %72.5 %73.0 %73.3 %
Month end70.4 %70.1 %70.6 %71.1 %71.6 %72.6 %73.3 %73.7 %74.2 %74.5 %

Community Restrictions. As of July 31, 2021, all of the Company's communities were open for visitors, new resident move-ins, and prospective residents. During the third quarter of 2021, several of the Company's communities experienced restrictions on visitors, new resident move-ins, and prospective residents, with a peak of such restrictions occurring in mid-September 2021. As of October 31, 2021, substantially all of the Company's communities were open for visitors, new resident move-ins, and prospective residents. The Company may revert to more restrictive measures at its communities, including restrictions on visitors and move-ins, if the pandemic worsens, as necessary to comply with regulatory requirements, or at the direction of state or local health authorities.
Financial Relief. In September 2021, the U.S. Department of Health and Human Services ("HHS") announced that it has allocated $17.0 billion for a Phase 4 general distribution from the Provider Relief Fund. HHS will determine the exact amount of the payments after analyzing data from all the applications received. The Company applied for the Phase 4 general distribution and intends to pursue any additional funding that may become available. There can be no assurance that the Company will qualify for, or receive, such future grants in the amount it expects, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which it qualifies.
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Same Community Senior Housing (Independent Living (IL), Assisted Living and Memory Care (AL/MC), and CCRCs)

The table below presents a summary of same community operating results and metrics of the Company's consolidated senior housing portfolio.(3)
Year-Over-Year
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)3Q 20213Q 2020AmountPercent2Q 2021AmountPercent
RevPAR$3,786 $3,822 $(36)(0.9)%$3,693 $93 2.5%
Weighted average occupancy72.5 %75.5 %(300) bpsn/a70.4 %210 bpsn/a
RevPOR$5,222 $5,064 $158 3.1%$5,247 $(25)(0.5)%
Facility operating expense$453.6 $441.0 $12.6 2.9%$439.5 $14.1 3.2%

(3)    The same community portfolio includes operating results and data for 634 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.

Resident fees.
The Company estimates that the COVID-19 pandemic resulted in $74.4 million, $79.9 million, and $72.4 million of lost resident fee revenue for the Company's same community senior housing portfolio for the third quarter of 2021, second quarter of 2021, and third quarter of 2020, respectively.
3Q 2021 vs 3Q 2020: Same community resident fees decreased $5.3 million to $569.6 million attributable to the decrease in occupancy, partially offset by the increase in RevPOR. The increase in RevPOR was primarily the result of in-place rent increases and an occupancy mix shift to more memory care and skilled nursing services.
3Q 2021 vs 2Q 2021: Same community resident fees increased $14.0 million to $569.6 million attributable to the increase in occupancy, partially offset by the decrease in RevPOR.

Facility operating expense.
3Q 2021 vs 3Q 2020: The year-over-year increase was primarily due to an increase in labor expense arising from increased contract labor and overtime costs due to the intensely competitive labor market, partially offset by a decrease in incremental costs to respond to the COVID-19 pandemic.
3Q 2021 vs 2Q 2021: The increase was primarily due to an increase in labor expense arising from increased contract labor and overtime costs due to the intensely competitive labor market and an additional day of expense during the third quarter. Additionally, there was a seasonal increase in utility costs.
The Company's same community senior housing portfolio incurred $6.5 million, $8.3 million, and $20.5 million of incremental direct costs during the third quarter of 2021, second quarter of 2021, and third quarter of 2020, respectively, to respond to the COVID-19 pandemic.

LIQUIDITY

The table below presents a summary of the Company’s net cash provided by (used in) operating activities and Adjusted Free Cash Flow.
Year-Over-Year
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions)3Q 20213Q 2020AmountPercent2Q 2021AmountPercent
Net cash provided by (used in) operating activities$7.2 $(77.2)$84.4 NM$3.4 $3.8 111.8%
Adjusted Free Cash Flow (4)
(42.6)(114.3)71.7 62.7%(54.7)12.1 22.1%

(4)    Adjusted Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure and other important information regarding the use of the Company's non-GAAP financial measures. Adjusted Free Cash Flow for the third quarter of 2020 includes the $119.2 million one-time cash lease payment.

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Net cash provided by (used in) operating activities.
3Q 2021 vs 3Q 2020: The change in net cash provided by (used in) operating activities was primarily attributable to the $119.2 million one-time cash lease payment made to Ventas in connection with the Company's lease restructuring transaction with Ventas effective July 26, 2020. This change was partially offset by $23.6 million of the employer portion of social security payroll taxes deferred during the prior year period and an increase in same community facility operating expenses compared to the prior year period.
3Q 2021 vs 2Q 2021: The increase in net cash provided by (used in) operating activities was primarily attributable to a decrease in recoupment of accelerated/advanced Medicare payments compared to the prior period as a result of the HCS Sale, and a decrease in distributions from unconsolidated ventures compared to the prior period.

Adjusted Free Cash Flow.
3Q 2021 vs 3Q 2020: The $71.7 million change in Adjusted Free Cash Flow was primarily attributable to the change in net cash provided by operating activities, excluding an $8.4 million increase in lessor capital expenditure reimbursements, partially offset by a $5.3 million increase in non-development capital expenditures, net.
3Q 2021 vs 2Q 2021: The $12.1 million change in Adjusted Free Cash Flow was primarily attributable to a decrease in recoupment of accelerated/advanced Medicare payments compared to the prior period as a result of the HCS Sale, and a $7.6 million decrease in non-development capital expenditures, net, compared to the prior period.

Total Liquidity. Total liquidity of $645.8 million as of September 30, 2021 included $478.5 million of unrestricted cash and cash equivalents, $157.9 million of marketable securities, and $9.4 million of availability on the Company's secured credit facility. Total liquidity as of September 30, 2021 increased $258.0 million from June 30, 2021, primarily attributable to the HCS Sale on July 1, 2021, for net cash proceeds of $305.8 million at closing, partially offset by the negative $42.6 million of Adjusted Free Cash Flow during the third quarter of 2021.

TRANSACTION AND FINANCING UPDATE

Sale of Health Care Services: On July 1, 2021, the Company completed the sale of 80% of its equity in its Health Care Services segment to affiliates of HCA Healthcare, Inc. ("HCA Healthcare") for a purchase price of $400.0 million in cash, subject to certain adjustments set forth in the Securities Purchase Agreement (the "Purchase Agreement") dated February 24, 2021, including a reduction for the remaining outstanding balance as of the closing of Medicare advance payments and deferred payroll tax payments related to the Health Care Services segment (the "HCS Sale"). The Company received net cash proceeds of $305.8 million at closing on July 1, 2021 and $6.8 million upon completion of the post-closing net working capital adjustment in October 2021. Pursuant to the Purchase Agreement, at closing of the transaction, the Company retained a 20% equity interest in the Health Care Services venture.

The results and financial position of the Company's Health Care Services segment were deconsolidated from its consolidated financial statements as of July 1, 2021 and its 20% equity interest in the Health Care Services venture is accounted for under the equity method of accounting subsequent to that date. As of July 1, 2021, the Company recognized a $100.0 million asset within investment in unconsolidated ventures on its condensed consolidated balance sheet for the estimated fair value of its retained 20% noncontrolling interest in the Health Care Services venture. The Company recognized a $288.2 million gain on sale, net of transaction costs, for the HCS Sale for the three months ended September 30, 2021.

In September 2021, the Health Care Services venture entered into a Securities Purchase Agreement with LHC Group Inc., providing for the sale of home health, hospice, and outpatient therapy agencies in areas not served by HCA Healthcare. Upon the completion of the sale on November 1, 2021, the Company received $35.0 million of cash distributions from the HCS Venture from the net sale proceeds, which further enhanced its liquidity. The Company continues to retain a 20% equity interest in the remaining Health Care Services venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by HCA Healthcare.

Convertible Debt Issuance: On October 1, 2021, the Company issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. The Company received net proceeds of $224.3 million after the deduction of the initial purchasers' discount. The Company used $15.9 million of the net proceeds to pay the Company’s cost of capped call transactions entered into in connection with the issuance, which are expected generally to reduce or offset potential dilution to holders of the Company’s common stock. Additionally, the Company used a portion of the net proceeds to repay a $45.0 million note payable and $29.2 million of mortgage debt and intends to use the remaining net proceeds for general corporate purposes, including refinancing or repaying maturing debt.

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OUTLOOK

The Company expects Adjusted EBITDA for the fourth quarter of 2021 to be in the range of $35 million to $40 million.

This guidance excludes the potential impact of any government financial relief including distributions from the Provider Relief Fund or future acquisition or disposition activity other than the planned disposition of three communities classified as held for sale. 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 www.brookdaleinvestors.com supplemental information relating to the Company's third quarter 2021 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 review the financial results for the third quarter 2021 on November 5, 2021 at 9:00 AM ET. The conference call can be accessed by dialing (844) 200-6205 (from within the U.S.) or (929) 526-1599 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the access code "519846".

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

For those who cannot listen to the live call, a replay of the webcast will be available until 11:59 PM ET on November 12, 2021 by dialing (866) 813-9403 (from within the U.S.) or +44 (204) 525-0658 (from outside of the U.S.) and referencing access code “221605”.

ABOUT BROOKDALE SENIOR LIVING

Brookdale Senior Living Inc. is the nation’s premier operator of senior living communities. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence and integrity. The Company operates independent living, assisted living, and Alzheimer’s and dementia care communities. Through its comprehensive network, Brookdale helps to provide seniors with care and services in an environment that feels like home. The Company’s expertise in healthcare, hospitality and real estate provides residents with opportunities to improve wellness, pursue passions and stay connected with friends and loved ones. Brookdale operates and manages 682 communities in 41 states as of September 30, 2021, with the ability to serve more than 60,000 residents. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook at facebook.com/brookdaleseniorliving or Twitter at twitter.com/brookdaleliving.

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 Health Care Services segment revenue, 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 Health Care Services segment revenue, 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.

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. These forward-looking statements are
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based on certain assumptions and expectations, and the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the impacts of the COVID-19 pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and the Company on the Company's business, results of operations, cash flow, revenue, expenses, liquidity, and its strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease, including the Delta variant, the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in the Company's markets, the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups, government financial and regulatory relief efforts that may become available to business and individuals, including the Company's ability to qualify for and satisfy the terms and conditions of financial relief, perceptions regarding the safety of senior living communities during and after the pandemic, changes in demand for senior living communities and the Company's ability to adapt its sales and marketing efforts to meet that demand, the impact of COVID-19 on the Company's residents’ and their families’ ability to afford its resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19, changes in the acuity levels of the Company's new residents, the disproportionate impact of COVID-19 on seniors generally and those residing in the Company's communities, the duration and costs of the Company's response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, and other expenses, potentially greater associate attrition and use of contract labor due to the Company's associate vaccine mandate, the impact of COVID-19 on the Company's ability to complete financings, and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required interest and lease payments and to satisfy financial and other covenants in its debt and lease documents, increased regulatory requirements, including unfunded, mandatory testing, increased enforcement actions resulting from COVID-19, government action that may limit the Company's collection or discharge efforts for delinquent accounts, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or the Company's response efforts; events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the impact of ongoing healthcare reform efforts; the effects of senior housing construction and development, lower industry occupancy (including due to the pandemic), 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, including due to the pandemic; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; 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; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values, performance, or occupancy 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 and long-term lease payments and to fund its planned capital projects; the effect of the Company's non-compliance with any of its debt or lease agreements (including the financial covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of the Company's indebtedness and long-term leases on the Company's liquidity; the potential phasing out of LIBOR which may 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 personnel (including due to the pandemic or general labor market conditions), wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including class action and stockholder derivative complaints; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and Part II, "Item 1A. Risk Factors" and elsewhere in
Page 7



Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release and/or associated earnings call. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release and/or associated earnings call to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

Page 8



Condensed Consolidated Statements of Operations
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share data)2021202020212020
Revenue
Resident fees$600,095 $700,771 $1,938,423 $2,215,107 
Management fees3,621 5,669 17,185 120,460 
Reimbursed costs incurred on behalf of managed communities37,849 90,775 146,651 315,003 
Other operating income89 10,765 12,132 37,458 
Total revenue and other operating income 641,654 807,980 2,114,391 2,688,028 
Expense
Facility operating expense (excluding facility depreciation and amortization of $78,756, $81,854, $233,951, and $253,126, respectively)
480,423 570,530 1,587,581 1,765,046 
General and administrative expense (including non-cash stock-based compensation expense of $3,568, $6,136, $12,878, and $18,212, respectively)
43,812 54,138 146,155 161,251 
Facility operating lease expense43,226 51,620 131,508 178,480 
Depreciation and amortization84,560 87,821 252,042 271,713 
Asset impairment639 8,213 13,394 96,729 
Costs incurred on behalf of managed communities37,849 90,775 146,651 315,003 
Total operating expense690,509 863,097 2,277,331 2,788,222 
Income (loss) from operations(48,855)(55,117)(162,940)(100,194)
Interest income286 607 1,048 4,305 
Interest expense:
Debt(35,708)(36,908)(106,484)(117,645)
Financing lease obligations(11,674)(11,908)(34,549)(37,082)
Amortization of deferred financing costs and debt discount(1,979)(1,730)(5,992)(4,601)
Gain (loss) on debt modification and extinguishment, net— (7,917)— 11,107 
Equity in earnings (loss) of unconsolidated ventures(1,474)(293)11,941 (863)
Gain (loss) on sale of assets, net288,375 2,209 289,408 374,019 
Other non-operating income (loss)571 948 5,163 4,598 
Income (loss) before income taxes189,542 (110,109)(2,405)133,644 
Benefit (provision) for income taxes(15,279)(14,884)(15,239)(7,560)
Net income (loss)174,263 (124,993)(17,644)126,084 
Net (income) loss attributable to noncontrolling interest19 18 56 55 
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders$174,282 $(124,975)$(17,588)$126,139 
Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders:
Basic$0.94 $(0.68)$(0.10)$0.69 
Diluted$0.89 $(0.68)$(0.10)$0.69 
Weighted average common shares outstanding:
Basic185,317 183,244 184,841 183,535 
Diluted196,230 183,244 184,841 183,668 
Page 9



Condensed Consolidated Balance Sheets
(in thousands)September 30, 2021December 31, 2020
Cash and cash equivalents$478,509 $380,420 
Marketable securities157,936 172,905 
Restricted cash37,722 28,059 
Accounts receivable, net52,223 109,221 
Assets held for sale11,739 16,061 
Prepaid expenses and other current assets, net94,984 66,937 
Total current assets833,113 773,603 
Property, plant and equipment and leasehold intangibles, net4,940,553 5,068,060 
Operating lease right-of-use assets669,158 788,138 
Other assets, net211,509 271,957 
Total assets$6,654,333 $6,901,758 
Current portion of long-term debt$219,323 $68,885 
Current portion of financing lease obligations21,634 19,543 
Current portion of operating lease obligations146,451 146,226 
Other current liabilities434,508 456,079 
Total current liabilities821,916 690,733 
Long-term debt, less current portion3,638,136 3,847,103 
Financing lease obligations, less current portion534,853 543,764 
Operating lease obligations, less current portion726,086 819,429 
Other liabilities139,562 198,000 
Total liabilities5,860,553 6,099,029 
Total Brookdale Senior Living Inc. stockholders' equity791,541 800,434 
Noncontrolling interest2,239 2,295 
Total equity793,780 802,729 
Total liabilities and equity$6,654,333 $6,901,758 
Page 10



Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(in thousands)20212020
Cash Flows from Operating Activities
Net income (loss)$(17,644)$126,084 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (gain) on debt modification and extinguishment, net— (11,107)
Depreciation and amortization, net258,034 276,314 
Asset impairment13,394 96,729 
Equity in (earnings) loss of unconsolidated ventures(11,941)863 
Distributions from unconsolidated ventures from cumulative share of net earnings6,191 766 
Amortization of entrance fees(1,320)(1,606)
Proceeds from deferred entrance fee revenue2,981 118 
Deferred income tax (benefit) provision8,512 (2,727)
Operating lease expense adjustment(16,263)(132,276)
Loss (gain) on sale of assets, net(289,408)(374,019)
Non-cash stock-based compensation expense12,878 18,212 
Other(4,399)(1,965)
Changes in operating assets and liabilities:
Accounts receivable, net(584)19,678 
Prepaid expenses and other assets, net(7,487)27,504 
Prepaid insurance premiums financed with notes payable(4,634)(5,823)
Trade accounts payable and accrued expenses21,878 17,002 
Refundable fees and deferred revenue(10,492)64,763 
Operating lease assets and liabilities for lessor capital expenditure reimbursements27,057 13,640 
Net cash provided by (used in) operating activities(13,247)132,150 
Cash Flows from Investing Activities
Change in lease security deposits and lease acquisition deposits, net19 3,399 
Purchase of marketable securities(247,847)(255,373)
Sale and maturities of marketable securities262,995 188,750 
Capital expenditures, net of related payables(125,817)(140,690)
Acquisition of assets, net of related payables and cash received— (472,193)
Investment in unconsolidated ventures(5,359)(1,809)
Distributions received from unconsolidated ventures2,155 — 
Proceeds from sale of assets, net315,583 331,103 
Proceeds from notes receivable— 2,849 
Net cash provided by (used in) investing activities201,729 (343,964)
Cash Flows from Financing Activities
Proceeds from debt25,158 961,833 
Repayment of debt and financing lease obligations(96,065)(518,700)
Proceeds from line of credit— 166,381 
Repayment of line of credit— (166,381)
Purchase of treasury stock, net of related payables— (18,123)
Payment of financing costs, net of related payables(196)(18,141)
Payments of employee taxes for withheld shares(4,772)(4,012)
Other144 335 
Net cash provided by (used in) financing activities(75,731)403,192 
Net increase (decrease) in cash, cash equivalents, and restricted cash112,751 191,378 
Cash, cash equivalents, and restricted cash at beginning of period465,148 301,697 
Cash, cash equivalents, and restricted cash at end of period$577,899 $493,075 
Page 11



Reconciliations of 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. 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 following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.

Adjusted EBITDA

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

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

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 lease termination and modification, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.

Page 12



The table below reconciles the Company's Adjusted EBITDA from its net income (loss).
Three Months Ended
(in thousands)September 30, 2021June 30, 2021September 30, 2020
Net income (loss)$174,263 $(83,604)$(124,993)
Provision (benefit) for income taxes15,279 (792)14,884 
Equity in (earnings) loss of unconsolidated ventures1,474 (13,946)293 
Loss (gain) on debt modification and extinguishment, net— — 7,917 
Loss (gain) on sale of assets, net(288,375)79 (2,209)
Other non-operating (income) loss(571)(2,948)(948)
Interest expense49,361 49,057 50,546 
Interest income(286)(341)(607)
Income (loss) from operations(48,855)(52,495)(55,117)
Depreciation and amortization84,560 83,591 87,821 
Asset impairment639 2,078 8,213 
Operating lease expense adjustment(6,273)(5,326)(117,322)
Non-cash stock-based compensation expense3,568 4,527 6,136 
Transaction and organizational restructuring costs943 689 6,250 
Adjusted EBITDA(5)
$34,582 $33,064 $(64,019)
One-time cash lease payment— — 119,180 
Adjusted EBITDA, excluding one-time cash
  lease payment
$34,582 $33,064 $55,161 

(5)    Adjusted EBITDA includes $0.1 million, $1.3 million, and $10.8 million benefit for the three months ended September 30, 2021, June 30, 2021, and September 30, 2020, respectively, of Provider Relief Funds and other government grants and credits recognized in other operating income. Adjusted EBITDA for the three months ended September 30, 2020 includes the $119.2 million one-time cash lease payment.

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 liability for lease termination, cash paid/received for gain/loss on facility lease termination and modification, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.

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

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

Page 13



The table below reconciles the Company's Adjusted Free Cash Flow from its net cash provided by (used in) operating activities.
Three Months Ended
(in thousands)September 30, 2021June 30, 2021September 30, 2020
Net cash provided by (used in) operating activities$7,200 $3,410 $(77,169)
Net cash provided by (used in) investing activities203,974 1,561 (48,554)
Net cash provided by (used in) financing activities(19,177)(20,992)96,668 
Net increase (decrease) in cash, cash equivalents,
    and restricted cash
$191,997 $(16,021)$(29,055)
Net cash provided by (used in) operating activities$7,200 $3,410 $(77,169)
Distributions from unconsolidated ventures from cumulative share of net earnings(836)(5,355)(766)
Changes in prepaid insurance premiums financed with notes payable(4,151)(4,200)(5,841)
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(11,551)(7,943)(3,131)
Non-development capital expenditures, net(28,193)(35,795)(22,872)
Payment of financing lease obligations(5,039)(4,864)(4,548)
Adjusted Free Cash Flow (6)
$(42,570)$(54,747)$(114,327)

(6)     Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $0.9 million, $0.7 million, and $6.3 million for the three months ended September 30, 2021, June 30, 2021, and September 30, 2020, respectively. Additionally, Adjusted Free Cash Flow includes:
$1.1 million, $0.4 million, and $4.4 million benefit for the three months ended September 30, 2021, June 30, 2021, and September 30, 2020, respectively, from Provider Relief Funds and other government grants and credits accepted or received
$3.5 million and $14.3 million recoupment of accelerated/advanced Medicare payments for the three months ended September 30, 2021 and June 30, 2021, respectively
$2.5 million benefit from accelerated/advanced Medicare payments received for the three months ended September 30, 2020
$23.6 million benefit from payroll taxes deferred for the three months ended September 30, 2020
$119.2 million one-time cash lease payment for the three months ended September 30, 2020





Contact:
Kathy MacDonald
SVP Investor Relations
(615) 505-1968
[email protected]
Page 14

Supplemental Information 3rd Quarter 2021 Exhibit 99.2


 
2 COVID-19 Financial Impact 3 Overview 4 Segment Overview 7 Senior Housing 8 G&A Expense 13 Capital Expenditures 14 Cash Facility Lease Payments 15 Capital Structure 16 Definitions 17 Appendices: Summary Financial Impact: COVID-19 20 Non-GAAP Financial Measures 23 Table of Contents


 
3 COVID-19 Financial Impact 3Q 2021 ($ in 000s) Full Year 2020 Consolidated Total 1Q 2021 Consolidated Total 2Q 2021 Consolidated Total Independent Living Assisted Living and Memory Care CCRCs 3Q 2021 Consolidated Total YTD 2021 Consolidated Total Estimated lost resident fee revenue $ 281,100 $ 117,500 $ 109,500 $ 17,900 $ 49,900 $ 8,600 $ 76,400 $ 303,400 Other operating income 115,749 10,735 1,308 9 75 5 89 12,132 Facility operating expense 125,534 27,337 9,741 938 4,798 1,498 7,234 44,312 The COVID-19 pandemic adversely impacted the Company's occupancy and resident fee revenue during 2020 and 2021 and resulted in incremental direct costs to respond to the pandemic, including costs for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee- related costs, including labor, workers compensation, and health plan expense; increased expense for general liability claims; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. On a cumulative basis, the Company has incurred $169.8 million of pandemic-related expenses, of which 39% related to employee-related costs, 35% related to PPE and medical supplies, and 26% related to cleaning and other costs. During the third quarter of 2021 under the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"): • $3.5 million of advanced payments from Medicare were recouped, reducing the Company's net cash provided by operating activities with no impact on revenue or results of operations. • $1.1 million was received for employee retention credits, which were previously recognized within other operating income, increasing the Company's net cash provided by operating activities. The following tables present the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated and Senior Housing Same Community 2020 and 2021 results. The estimated lost revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-pandemic expectations for the 2020 period. Presentations of these impacts are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. See pages 20-22 for the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated and Senior Housing Same Community quarterly and full year 2020 and 2021 results. 3Q 2021 ($ in 000s) Full Year 2020 Same Community 1Q 2021 Same Community 2Q 2021 Same Community Independent Living Assisted Living and Memory Care CCRCs 3Q 2021 Same Community YTD 2021 Same Community Estimated lost resident fee revenue $ 213,500 $ 89,800 $ 79,900 $ 17,900 $ 49,700 $ 6,800 $ 74,400 $ 244,100 Other operating income 84,459 7,395 767 9 75 3 87 8,249 Facility operating expense 108,449 24,525 8,315 888 4,747 852 6,487 39,327 Estimated Impact on Consolidated Portfolio Estimated Impact on Senior Housing: Same Community January 2021 February 2021 March 2021 1Q 2021 April 2021 May 2021 June 2021 2Q 2021 July 2021 August 2021 September 2021 3Q 2021 October 2021 Weighted average 70.0% 69.4% 69.4% 69.6% 69.9% 70.5% 71.2% 70.5% 72.0% 72.5% 73.0% 72.5% 73.3% Period end 70.4% 70.1% 70.6% 70.6% 71.1% 71.6% 72.6% 72.6% 73.3% 73.7% 74.2% 74.2% 74.5% Consolidated Occupancy Trend


 
4 Managed 4,913 Owned 31,783 Leased 21,026 Managed 34 Owned 348 Leased 300 682 communities 57,722 units (1) Adjusted EBITDA for the first quarter and full year of 2020 includes the $100.0 million management agreement termination fee payment received from Healthpeak Properties Inc. ("Healthpeak" or "PEAK") related to the sale of Brookdale’s interest in the entry fee CCRC venture ("CCRC Venture"), which closed on January 31, 2020. Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income. Adjusted EBITDA for the third quarter and full year of 2020 includes the $119.2 million one-time cash lease payment made to Ventas, Inc. ("Ventas" or "VTR") in connection with the Company's lease restructuring transaction effective July 26, 2020 ("one-time cash lease payment"). (2) On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment and recognized a $288.2 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services Venture (the "HCS Venture") is accounted for under the equity method of accounting. See page 7 for further details. Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See “Definitions” and “Non-GAAP Financial Measures” for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q(2) Better B/ (Worse) (W) B/(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 $ 673,978 $ 600,095 (14.4) % (12.5) % Management fee revenue $ 108,715 $ 6,076 $ 5,669 $ 10,230 $ 130,690 $ 8,566 $ 4,998 $ 3,621 (36.1) % (85.7) % Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 (99.2) % (67.6) % Net income (loss) $ 369,497 $ (118,420) $ (124,993) $ (44,139) $ 81,945 $ (108,303) $ (83,604) $ 174,263 NM NM Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) $ 3,410 $ 7,200 NM NM Adjusted EBITDA (1) $ 185,069 $ 44,733 $ (64,019) $ 98,604 $ 264,387 $ 34,981 $ 33,064 $ 34,582 NM (38.1) % PEAK management termination fee $ 100,000 $ — $ — $ — $ 100,000 $ — $ — $ — NM NM VTR one-time cash lease payment $ — $ — $ (119,180) $ — $ (119,180) $ — $ — $ — NM NM Adjusted EBITDA, excluding PEAK management termination fee and VTR one-time cash lease payment $ 85,069 $ 44,733 $ 55,161 $ 98,604 $ 283,567 $ 34,981 $ 33,064 $ 34,582 (37.3) % (44.5) % Adjusted Free Cash Flow $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) $ (54,747) $ (42,570) 62.8 % NM Period end consolidated number of units 54,037 54,019 53,110 52,982 52,982 52,946 52,821 52,809 (0.6) % (0.6) % 3Q 2021 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 57 9% 90% > 95% 37 6% 85% > 90% 58 9% 80% > 85% 61 10% 75% > 80% 87 13% 70% > 75% 87 13% Less than 70% 261 40% Total 648 100% Consolidated Portfolio Average Asset Age ~24 years Overview As of September 30, 2021 Consolidated: 52,809 Consolidated: 648


 
5 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 $ 673,978 $ 600,095 (14.4) % (12.5) % Management fee revenue 108,715 6,076 5,669 10,230 130,690 8,566 4,998 3,621 (36.1) % (85.7) % Other operating income — 26,693 10,765 78,291 115,749 10,735 1,308 89 (99.2) % (67.6) % Facility operating expense (588,482) (606,034) (570,530) (576,813) (2,341,859) (556,312) (550,846) (480,423) 15.8 % 10.1 % Combined Segment Operating Income 302,940 158,364 146,675 189,168 797,147 127,339 129,438 123,382 (15.9) % (37.5) % General and administrative expense (1) (46,657) (43,031) (41,752) (41,011) (172,451) (43,276) (47,184) (39,301) 5.9 % 1.3 % Cash facility operating lease payments (see page 15) (71,214) (70,600) (168,942) (49,553) (360,309) (49,082) (49,190) (49,499) 70.7 % 52.4 % Adjusted EBITDA (2) 185,069 44,733 (64,019) 98,604 264,387 34,981 33,064 34,582 NM (38.1) % PEAK management termination fee (100,000) — — — (100,000) — — — — % NM VTR one-time cash lease payment — — 119,180 — 119,180 — — — NM NM Adjusted EBITDA, excluding PEAK management termination fee and VTR one-time cash lease payment 85,069 44,733 55,161 98,604 283,567 34,981 33,064 34,582 (37.3) % (44.5) % PEAK management termination fee 100,000 — — — 100,000 — — — — % NM VTR one-time cash lease payment — — (119,180) — (119,180) — — — NM NM Transaction and Organizational Restructuring Costs (1,981) (3,368) (6,250) (1,778) (13,377) (1,884) (689) (943) 84.9 % 69.7 % Interest expense, net (see page 15) (53,590) (48,623) (48,209) (47,130) (197,552) (46,313) (46,576) (47,096) 2.3 % 6.9 % Payment of financing lease obligations (5,087) (4,677) (4,548) (4,556) (18,868) (4,789) (4,864) (5,039) (10.8) % (2.7) % Changes in working capital (3) (53,902) 149,055 33,794 9,945 138,892 (5,320) (1,129) 9,764 (71.1) % (97.4) % Other (4) (4,771) (2,148) (2,223) (567) (9,709) 101 1,242 (5,645) (153.9) % 52.9 % Non-Development Capital Expenditures, net (see page 14) (60,556) (21,521) (22,872) (34,643) (139,592) (27,450) (35,795) (28,193) (23.3) % 12.9 % Adjusted Free Cash Flow $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) $ (54,747) $ (42,570) 62.8 % NM Adjusted EBITDA and Adjusted Free Cash Flow (1) Excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs, see page 13. (2) Adjusted EBITDA for the first quarter and full year of 2020 includes the $100.0 million benefit for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s interest in the CCRC Venture. Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income. Adjusted EBITDA for the third quarter and full year of 2020 includes the $119.2 million one-time cash lease payment. (3) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases and includes the working capital impacts related to CARES Act programs. (4) Primarily consists of proceeds from property insurance and state income tax provision.


 
6 (1) Primarily consists of corporate capital expenditures, changes in working capital, Transaction and Organizational Restructuring Costs, lease payments for corporate offices and information technology systems and equipment, interest income, and state income tax provision. (2) G&A includes both direct, incremental costs attributable to the segment or portfolio and allocated costs; see page 13. (3) Adjusted EBITDA for the third quarter of 2021 includes $0.1 million of government grants and credits recognized in other operating income. (4) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. 3Q 2021 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Management Services Other (1) Resident fee revenue $ 600,095 $ 350,664 $ 249,431 $ — $ — Management fee revenue 3,621 — — 3,621 — Other operating income 89 77 12 — — Facility operating expense (480,423) (287,180) (193,243) — — Combined Segment Operating Income 123,382 63,561 56,200 3,621 — General and administrative expense (excluding non-cash stock-based compensation expense and transaction costs) (2) (39,301) (21,004) (14,941) (3,356) — Cash facility operating lease payments (49,499) — (48,081) — (1,418) Adjusted EBITDA (3) 34,582 42,557 (6,822) 265 (1,418) Transaction and Organizational Restructuring Costs (943) — — — (943) Interest expense, net (47,096) (35,708) (11,415) — 27 Payment of financing lease obligations (5,039) — (4,927) — (112) Changes in working capital (4) 9,764 — — — 9,764 Other (5,645) 239 — — (5,884) Non-Development Capital Expenditures, net (28,193) (17,237) (3,340) — (7,616) Adjusted Free Cash Flow $ (42,570) $ (10,149) $ (26,504) $ 265 $ (6,182) Adjusted EBITDA and Adjusted Free Cash Flow Distribution


 
7 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Total Senior Housing, Health Care Services, and Management Services Revenue (1) $ 891,422 $ 737,705 $ 706,440 $ 687,690 $ 3,023,257 $ 672,916 $ 678,976 $ 603,716 (14.5) % (16.3) % Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 (99.2) % (67.6) % Combined Segment Operating Income $ 302,940 $ 158,364 $ 146,675 $ 189,168 $ 797,147 $ 127,339 $ 129,438 $ 123,382 (15.9) % (37.5) % Combined segment operating margin 34.0 % 20.7 % 20.5 % 24.7 % 25.4 % 18.6 % 19.0 % 20.4 % (10) bps (630) bps Combined segment adjusted operating margin (2) 34.0 % 17.8 % 19.2 % 16.1 % 22.5 % 17.3 % 18.9 % 20.4 % 120 bps (560) bps Senior Housing Segments (see page 8) Revenue $ 687,888 $ 641,459 $ 610,868 $ 585,542 $ 2,525,757 $ 577,499 $ 586,665 $ 600,095 (1.8) % (9.1) % Other operating income $ — $ 9,698 $ 4,873 $ 78,291 $ 92,862 $ 8,152 $ 786 $ 89 (98.2) % (38.0) % Senior Housing Operating Income $ 203,346 $ 142,596 $ 139,544 $ 179,108 $ 664,594 $ 116,370 $ 121,027 $ 119,761 (14.2) % (26.4) % Senior Housing operating margin 29.6 % 21.9 % 22.7 % 27.0 % 25.4 % 19.9 % 20.6 % 20.0 % (270) bps (470) bps Senior Housing adjusted operating margin (2) 29.6 % 20.7 % 22.0 % 17.2 % 22.6 % 18.7 % 20.5 % 19.9 % (210) bps (460) bps Number of communities (period end) 661 660 652 651 651 650 648 648 (0.6) % (0.6) % Period end number of units 54,037 54,019 53,110 52,982 52,982 52,946 52,821 52,809 (0.6) % (0.6) % Total Average Units 54,184 54,040 53,440 53,086 53,687 52,971 52,911 52,811 (1.2) % (1.8) % RevPAR $ 4,229 $ 3,954 $ 3,806 $ 3,673 $ 3,917 $ 3,631 $ 3,692 $ 3,784 (0.6) % (7.4) % Weighted average occupancy 83.2 % 78.7 % 75.3 % 72.7 % 77.5 % 69.6 % 70.5 % 72.5 % (280) bps (820) bps RevPOR $ 5,085 $ 5,022 $ 5,056 $ 5,052 $ 5,054 $ 5,219 $ 5,237 $ 5,219 3.2 % 3.4 % Management Services Segment Segment Operating Income (comprised solely of management fees) $ 108,715 $ 6,076 $ 5,669 $ 10,230 $ 130,690 $ 8,566 $ 4,998 $ 3,621 (36.1) % (85.7) % Resident fee revenue under management (3) $ 184,145 $ 131,558 $ 116,576 $ 107,817 $ 540,096 $ 82,468 $ 64,410 $ 55,156 (52.7) % (53.3) % Number of communities (period end) (3) 80 77 74 75 75 45 37 34 (54.1) % (54.1) % Period end number of units (3) 11,033 10,694 9,980 10,129 10,129 6,652 6,157 4,913 (50.8) % (50.8) % Total Average Units (3) 13,325 10,905 10,446 10,062 11,184 8,258 6,354 5,328 (49.0) % (42.5) % Weighted average occupancy (3) 84.0 % 78.0 % 74.6 % 72.1 % 77.6 % 69.4 % 71.7 % 71.4 % (320) bps (870) bps Health Care Services Segment (4) Revenue $ 94,819 $ 90,170 $ 89,903 $ 91,918 $ 366,810 $ 86,851 $ 87,313 $ — N/A N/A Other operating income $ — $ 16,995 $ 5,892 $ — $ 22,887 $ 2,583 $ 522 $ — N/A N/A Segment Operating Income $ (9,121) $ 9,692 $ 1,462 $ (170) $ 1,863 $ 2,403 $ 3,413 $ — N/A N/A Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income. (3) Not included in consolidated reported amounts. (4) On July 1, 2021, the Company sold 80% of its equity in its Health Care Services segment and recognized a $288.2 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services Venture (the "HCS Venture") is accounted for under the equity method of accounting.


 
8 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Independent Living Revenue $ 135,862 $ 130,278 $ 125,762 $ 120,696 $ 512,598 $ 118,782 $ 118,005 $ 119,584 (4.9) % (9.1) % Other operating income $ — $ — $ 96 $ 11,727 $ 11,823 $ 1,364 $ 111 $ 9 (90.6) % NM Segment Operating Income $ 51,414 $ 41,038 $ 42,438 $ 47,923 $ 182,813 $ 37,329 $ 35,292 $ 36,733 (13.4) % (18.9) % Segment operating margin 37.8 % 31.5 % 33.7 % 36.2 % 34.9 % 31.1 % 29.9 % 30.7 % (300) bps (380) bps Segment adjusted operating margin (1) 37.8 % 31.5 % 33.7 % 30.0 % 33.4 % 30.3 % 29.8 % 30.7 % (300) bps (410) bps Number of communities (period end) 68 68 68 68 68 68 68 68 — % — % Period end number of units 12,537 12,534 12,534 12,534 12,534 12,542 12,566 12,567 0.3 % 0.3 % Total Average Units 12,529 12,534 12,534 12,534 12,533 12,539 12,552 12,567 0.3 % 0.2 % RevPAR $ 3,615 $ 3,465 $ 3,345 $ 3,210 $ 3,408 $ 3,158 $ 3,134 $ 3,172 (5.2) % (9.2) % Weighted average occupancy 87.1 % 83.5 % 80.0 % 76.7 % 81.8 % 73.6 % 73.5 % 74.7 % (530) bps (960) bps RevPOR $ 4,151 $ 4,147 $ 4,182 $ 4,183 $ 4,165 $ 4,290 $ 4,266 $ 4,244 1.5 % 2.5 % Assisted Living and Memory Care Revenue $ 457,479 $ 432,156 $ 408,695 $ 392,946 $ 1,691,276 $ 386,938 $ 391,718 $ 402,621 (1.5) % (9.0) % Other operating income $ — $ 152 $ 1,936 $ 60,497 $ 62,585 $ 5,104 $ 629 $ 75 (96.1) % 178.2 % Segment Operating Income $ 132,001 $ 87,708 $ 87,152 $ 121,740 $ 428,601 $ 71,433 $ 77,062 $ 75,324 (13.6) % (27.1) % Segment operating margin 28.9 % 20.3 % 21.2 % 26.8 % 24.4 % 18.2 % 19.6 % 18.7 % (250) bps (470) bps Segment adjusted operating margin (1) 28.9 % 20.3 % 20.9 % 15.6 % 21.6 % 17.1 % 19.5 % 18.7 % (220) bps (500) bps Number of communities (period end) 571 570 563 563 563 562 560 560 (0.5) % (0.5) % Period end number of units 35,789 35,744 35,124 35,126 35,126 35,082 34,904 34,891 (0.7) % (0.7) % Total Average Units 35,944 35,785 35,268 35,126 35,530 35,110 35,018 34,893 (1.1) % (1.8) % RevPAR $ 4,242 $ 4,025 $ 3,863 $ 3,729 $ 3,967 $ 3,673 $ 3,728 $ 3,845 (0.5) % (7.3) % Weighted average occupancy 81.9 % 77.8 % 74.4 % 71.8 % 76.5 % 68.3 % 69.5 % 71.9 % (250) bps (820) bps RevPOR $ 5,178 $ 5,172 $ 5,193 $ 5,193 $ 5,184 $ 5,376 $ 5,365 $ 5,347 3.0 % 3.5 % CCRCs Revenue $ 94,547 $ 79,025 $ 76,411 $ 71,900 $ 321,883 $ 71,779 $ 76,942 $ 77,890 1.9 % (9.3) % Other operating income $ — $ 9,546 $ 2,841 $ 6,067 $ 18,454 $ 1,684 $ 46 $ 5 (99.8) % (86.0) % Segment Operating Income $ 19,931 $ 13,850 $ 9,954 $ 9,445 $ 53,180 $ 7,608 $ 8,673 $ 7,704 (22.6) % (45.2) % Segment operating margin 21.1 % 15.6 % 12.6 % 12.1 % 15.6 % 10.4 % 11.3 % 9.9 % (270) bps (620) bps Segment adjusted operating margin (1) 21.1 % 5.4 % 9.3 % 4.7 % 10.8 % 8.3 % 11.2 % 9.9 % 60 bps (270) bps Number of communities (period end) 22 22 21 20 20 20 20 20 (4.8) % (4.8) % Period end number of units 5,711 5,741 5,452 5,322 5,322 5,322 5,351 5,351 (1.9) % (1.9) % Total Average Units 5,711 5,721 5,638 5,426 5,624 5,322 5,341 5,351 (5.1) % (6.2) % RevPAR $ 5,496 $ 4,572 $ 4,477 $ 4,385 $ 4,738 $ 4,473 $ 4,770 $ 4,824 7.8 % (3.3) % Weighted average occupancy 82.4 % 74.0 % 70.7 % 69.2 % 74.2 % 68.5 % 70.2 % 71.2 % 50 bps (570) bps RevPOR $ 6,669 $ 6,181 $ 6,332 $ 6,334 $ 6,389 $ 6,534 $ 6,790 $ 6,777 7.0 % 4.6 % Senior Housing Segments (1) Excludes other operating income.


 
9 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Revenue $ 638,568 $ 599,485 $ 574,949 $ 555,272 $ 2,368,274 $ 548,304 $ 555,600 $ 569,606 (0.9) % (7.7) % Other operating income — 6,444 3,704 74,311 84,459 7,395 767 87 (97.7) % (18.7) % Revenue and other operating income 638,568 605,929 578,653 629,583 2,452,733 555,699 556,367 569,693 (1.5) % (7.8) % Community Labor Expenses (288,065) (293,948) (288,306) (297,492) (1,167,811) (291,289) (290,298) (301,207) (4.5) % (1.4) % Other facility operating expenses (157,945) (174,525) (152,671) (157,012) (642,153) (150,818) (149,230) (152,425) 0.2 % 6.7 % Facility operating expenses(2) (446,010) (468,473) (440,977) (454,504) (1,809,964) (442,107) (439,528) (453,632) (2.9) % 1.5 % Same Community Operating Income $ 192,558 $ 137,456 $ 137,676 $ 175,079 $ 642,769 $ 113,592 $116,839 $ 116,061 (15.7) % (25.9) % Same Community adjusted operating income(3) $ 192,558 $ 131,012 $ 133,972 $ 100,768 $ 558,310 $ 106,197 $116,072 $ 115,974 (13.4) % (26.1) % Same Community operating margin 30.2 % 22.7 % 23.8 % 27.8 % 26.2 % 20.4 % 21.0 % 20.4 % (340) bps (510) bps Same Community adjusted operating margin(3) 30.2 % 21.9 % 23.3 % 18.1 % 23.6 % 19.4 % 20.9 % 20.4 % (290) bps (500) bps Total Average Units 50,151 50,144 50,143 50,145 50,146 50,148 50,148 50,148 — % — % RevPAR $ 4,244 $ 3,985 $ 3,822 $ 3,691 $ 3,936 $ 3,645 $ 3,693 $ 3,786 (0.9) % (7.7) % Weighted average occupancy 83.4 % 79.1 % 75.5 % 72.8 % 77.7 % 69.5 % 70.4 % 72.5 % (300) bps (850) bps RevPOR $ 5,089 $ 5,039 $ 5,064 $ 5,072 $ 5,066 $ 5,242 $ 5,247 $ 5,222 3.1 % 3.4 % Same Community Operating Income / Adjusted Operating Income $192,558 $137,456 $137,676 $175,079 $113,592 $116,839 $116,061 Same Community Other Operating Income Same Community Adjusted Operating Income 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 2Q 2021 3Q 2021 Same Community RevPAR / Weighted Average Occupancy $4,244 $3,985 $3,822 $3,691 $3,645 $3,693 $3,786 83.4% 79.1% 75.5% 72.8% 69.5% 70.4% 72.5% RevPAR Weighted Average Occupancy 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 2Q 2021 3Q 2021 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 634 communities. (2) Excludes natural disaster expense of $2.9 million and $1.5 million for the full year 2020 and year-to-date 2021, respectively. (3) Excludes other operating income. (2) (3)


 
10 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Independent Living Revenue $ 132,556 $ 127,065 $ 122,498 $ 117,457 $ 499,576 $ 115,625 $ 114,659 $ 115,999 (5.3) % (9.4) % Other operating income — — 96 11,440 11,536 1,327 110 9 (90.6) % NM Community Labor Expense (48,247) (49,643) (48,085) (49,054) (195,029) (48,034) (48,678) (47,356) 1.5 % 1.3 % Other facility operating expense (33,925) (37,209) (32,574) (32,623) (136,331) (32,333) (31,625) (32,793) (0.7) % 6.7 % Facility operating expense (82,172) (86,852) (80,659) (81,677) (331,360) (80,367) (80,303) (80,149) 0.6 % 3.6 % Same Community Operating Income $ 50,384 $ 40,213 $ 41,935 $ 47,220 $ 179,752 $ 36,585 $ 34,466 $ 35,859 (14.5) % (19.3) % Same Community operating margin 38.0 % 31.6 % 34.2 % 36.6 % 35.2 % 31.3 % 30.0 % 30.9 % (330) bps (400) bps Same Community adjusted operating margin (2) 38.0 % 31.6 % 34.2 % 30.5 % 33.7 % 30.5 % 30.0 % 30.9 % (330) bps (420) bps Total Average Units 12,159 12,156 12,156 12,156 12,157 12,161 12,164 12,165 0.1 % — % RevPAR $ 3,634 $ 3,484 $ 3,359 $ 3,221 $ 3,425 $ 3,169 $ 3,142 $ 3,179 (5.4) % (9.4) % Weighted average occupancy 87.1 % 83.6 % 79.9 % 76.7 % 81.8 % 73.6 % 73.4 % 74.8 % (510) bps (960) bps RevPOR $ 4,174 $ 4,170 $ 4,203 $ 4,202 $ 4,187 $ 4,307 $ 4,280 $ 4,250 1.1 % 2.3 % Assisted Living and Memory Care Revenue $ 442,937 $ 419,372 $ 400,484 $ 386,859 $ 1,649,652 $ 380,165 $ 385,435 $ 396,999 (0.9) % (7.9) % Other operating income — 151 1,937 59,174 61,262 4,947 626 75 (96.1) % 170.5 % Community Labor Expense (207,091) (212,053) (209,016) (216,267) (844,427) (210,704) (207,926) (219,286) (4.9) % (1.6) % Other facility operating expense (108,074) (120,799) (105,261) (108,744) (442,878) (102,985) (102,057) (103,770) 1.4 % 7.6 % Facility operating expense (315,165) (332,852) (314,277) (325,011) (1,287,305) (313,689) (309,983) (323,056) (2.8) % 1.6 % Same Community Operating Income $ 127,772 $ 86,671 $ 88,144 $ 121,022 $ 423,609 $ 71,423 $ 76,078 $ 74,018 (16.0) % (26.8) % Same Community operating margin 28.8 % 20.7 % 21.9 % 27.1 % 24.8 % 18.5 % 19.7 % 18.6 % (330) bps (490) bps Same Community adjusted operating margin (2) 28.8 % 20.6 % 21.5 % 16.0 % 22.0 % 17.5 % 19.6 % 18.6 % (290) bps (520) bps Total Average Units 34,389 34,385 34,384 34,386 34,386 34,384 34,381 34,380 — % — % RevPAR $ 4,293 $ 4,065 $ 3,882 $ 3,750 $ 3,998 $ 3,685 $ 3,737 $ 3,849 (0.9) % (7.9) % Weighted average occupancy 82.1 % 78.0 % 74.4 % 71.8 % 76.6 % 68.2 % 69.4 % 71.8 % (260) bps (830) bps RevPOR $ 5,228 $ 5,213 $ 5,221 $ 5,225 $ 5,222 $ 5,402 $ 5,388 $ 5,363 2.7 % 3.1 % CCRCs Revenue $ 63,075 $ 53,048 $ 51,967 $ 50,956 $ 219,046 $ 52,514 $ 55,506 $ 56,608 8.9 % (2.1) % Other operating income — 6,293 1,671 3,697 11,661 1,121 31 3 (99.8) % (85.5) % Community Labor Expense (32,727) (32,252) (31,205) (32,171) (128,355) (32,551) (33,694) (34,565) (10.8) % (4.8) % Other facility operating expense (15,946) (16,517) (14,836) (15,645) (62,944) (15,500) (15,548) (15,862) (6.9) % 0.8 % Facility operating expense (48,673) (48,769) (46,041) (47,816) (191,299) (48,051) (49,242) (50,427) (9.5) % (3.0) % Same Community Operating Income $ 14,402 $ 10,572 $ 7,597 $ 6,837 $ 39,408 $ 5,584 $ 6,295 $ 6,184 (18.6) % (44.5) % Same Community operating margin 22.8 % 17.8 % 14.2 % 12.5 % 17.1 % 10.4 % 11.3 % 10.9 % (330) bps (760) bps Same Community adjusted operating margin (2) 22.8 % 8.1 % 11.4 % 6.2 % 12.7 % 8.5 % 11.3 % 10.9 % (50) bps (430) bps Total Average Units 3,603 3,603 3,603 3,603 3,603 3,603 3,603 3,603 — % — % RevPAR $ 5,835 $ 4,908 $ 4,808 $ 4,714 $ 5,066 $ 4,858 $ 5,135 $ 5,237 8.9 % (2.1) % Weighted average occupancy 83.2 % 74.6 % 71.2 % 69.2 % 74.6 % 68.3 % 70.1 % 71.8 % 60 bps (620) bps RevPOR $ 7,014 $ 6,580 $ 6,751 $ 6,810 $ 6,789 $ 7,116 $ 7,327 $ 7,294 8.0 % 6.7 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 66 Independent Living communities, 554 Assisted Living and Memory Care communities, and 14 CCRC communities. (2) Excludes other operating income.


 
11 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Revenue $ 402,397 $ 376,140 $ 356,105 $ 338,806 $ 1,473,448 $ 336,160 $ 342,355 $ 350,664 (1.5) % (9.3) % Other operating income — 7,156 3,317 43,955 54,428 5,098 552 77 (97.7) % (45.3) % Facility operating expense (290,116) (301,459) (284,780) (286,816) (1,163,171) (280,235) (280,169) (287,180) (0.8) % 3.3 % Owned Portfolio Operating Income $ 112,281 $ 81,837 $ 74,642 $ 95,945 $ 364,705 $ 61,023 $ 62,738 $ 63,561 (14.8) % (30.3) % Owned Portfolio operating margin 27.9 % 21.4 % 20.8 % 25.1 % 23.9 % 17.9 % 18.3 % 18.1 % (270) bps (540) bps Owned Portfolio adjusted operating margin (1) 27.9 % 19.9 % 20.0 % 15.3 % 21.1 % 16.6 % 18.2 % 18.1 % (190) bps (520) bps Additional Information Interest expense: property level and corporate debt $ (41,763) $ (38,974) $ (36,908) $ (36,172) $ (153,817) $ (35,351) $ (35,425) $ (35,708) 3.3 % 9.5 % Community level capital expenditures, net (see page 14) $ (36,735) $ (12,011) $ (12,236) $ (14,633) $ (75,615) $ (14,286) $ (16,973) $ (17,237) (40.9) % 20.5 % Number of communities (period end) 355 355 350 350 350 349 348 348 (0.6) % (0.6) % Period end number of units 32,455 32,481 31,824 31,853 31,853 31,819 31,783 31,783 (0.1) % (0.1) % Total Average Units 32,513 32,461 32,137 31,851 32,240 31,844 31,785 31,783 (1.1) % (1.7) % RevPAR $ 4,125 $ 3,862 $ 3,694 $ 3,540 $ 3,807 $ 3,514 $ 3,584 $ 3,672 (0.6) % (7.8) % Weighted average occupancy 82.6 % 78.0 % 74.2 % 71.5 % 76.6 % 68.4 % 69.6 % 71.7 % (250) bps (840) bps RevPOR $ 4,997 $ 4,944 $ 4,978 $ 4,950 $ 4,968 $ 5,135 $ 5,151 $ 5,121 2.9 % 3.3 % Senior Housing Owned Portfolio Interest Coverage as of September 30, 2021 1.4x Interest Coverage as of September 30, 2021 (excluding other operating income) 1.1x Net Debt as of September 30, 2021 (see page 16) $3,202,362 (1) Excludes other operating income.


 
12 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Revenue $ 285,491 $ 265,319 $ 254,763 $ 246,736 $ 1,052,309 $ 241,339 $ 244,310 $ 249,431 (2.1) % (8.8) % Other operating income — 2,542 1,556 34,336 38,434 3,054 234 12 (99.2) % (19.5) % Facility operating expense (194,426) (207,102) (191,417) (197,909) (790,854) (189,046) (186,255) (193,243) (1.0) % 4.1 % Leased Portfolio Operating Income $ 91,065 $ 60,759 $ 64,902 $ 83,163 $ 299,889 $ 55,347 $ 58,289 $ 56,200 (13.4) % (21.6) % Leased Portfolio operating margin 31.9 % 22.7 % 25.3 % 29.6 % 27.5 % 22.6 % 23.8 % 22.5 % (280) bps (380) bps Leased Portfolio adjusted operating margin (1) 31.9 % 21.9 % 24.9 % 19.8 % 24.8 % 21.7 % 23.8 % 22.5 % (240) bps (370) bps Additional Information One-time cash lease payment $ — $ — $ (119,180) $ — $ (119,180) $ — $ — $ — NM NM Other cash facility lease payments on leased portfolio (see page 15) $ (88,503) $ (85,623) $ (64,534) $ (64,036) $ (302,696) $ (63,762) $ (64,008) $ (64,423) 0.2 % 19.5 % Community level capital expenditures, net (see page 14) $ (18,413) $ (1,727) $ (5,808) $ (10,730) $ (36,678) $ (7,550) $ (14,444) $ (3,340) 42.5 % 2.4 % Number of communities (period end) 306 305 302 301 301 301 300 300 (0.7) % (0.7) % Period end number of units 21,582 21,538 21,286 21,129 21,129 21,127 21,038 21,026 (1.2) % (1.2) % Total Average Units 21,671 21,579 21,303 21,235 21,447 21,127 21,126 21,028 (1.3) % (2.0) % RevPAR $ 4,384 $ 4,091 $ 3,977 $ 3,874 $ 4,083 $ 3,808 $ 3,855 $ 3,954 (0.6) % (6.7) % Weighted average occupancy 84.1 % 79.7 % 76.9 % 74.5 % 78.8 % 71.3 % 71.9 % 73.7 % (320) bps (790) bps RevPOR $ 5,215 $ 5,136 $ 5,166 $ 5,199 $ 5,179 $ 5,340 $ 5,361 $ 5,362 3.8 % 3.5 % Lease Coverage as of September 30, 2021 (2) 0.76x Total operating and financing lease obligations as of September 30, 2021 (see page 26)(3) $ 1,382,459 Facility Lease Maturity Information as of September 30, 2021 Trailing twelve months ended September 30, 2021 Initial lease maturities Community count Total units Total cash facility lease payments 2021 — — $ — 2022 39 1,854 17,807 2023 — — — 2024 7 904 14,106 2025 121 10,286 102,329 Thereafter 133 7,982 120,824 Total 300 21,026 $ 255,066 Senior Housing Leased Portfolio (1) Excludes other operating income. (2) As of September 30, 2021, the lease coverage ratio, excluding other operating income was 0.62x. (3) Amount recognized on consolidated balance sheet reflects the discounted future minimum lease payments and the residual value for financing lease obligations.


 
13 (1) G&A includes both direct, incremental costs attributable to the segment or portfolio and allocated costs. G&A allocations are calculated using a methodology which the Company believes matches the type of general and administrative cost with the community, segment, or portfolio. Some of the allocations are based on direct utilization and some are based on formulas such as unit proportion. G&A allocations presented herein exclude non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs. (2) Not included in consolidated reported amounts. (3) Excludes other operating income and other operating income under management. Consolidated, unless otherwise noted 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 18,635 $ 18,336 $ 17,804 $ 17,511 $ 72,286 $ 19,358 $ 22,010 $ 21,004 (18.0) % (13.9) % Senior Housing Leased Portfolio allocation 13,221 12,933 12,738 12,753 51,645 13,898 15,706 14,941 (17.3) % (14.5) % Management Services allocation 7,848 6,407 6,052 5,837 26,144 4,994 4,257 3,356 44.5 % 37.9 % Health Care Services allocation 6,953 5,355 5,158 4,910 22,376 5,026 5,211 — N/A N/A Subtotal G&A expense allocations 46,657 43,031 41,752 41,011 172,451 43,276 47,184 39,301 5.9 % 1.3 % Non-cash stock-based compensation expense 5,957 6,119 6,136 2,535 20,747 4,783 4,527 3,568 41.9% 29.3% Transaction and Organizational Restructuring Costs 1,981 3,368 6,250 1,778 13,377 1,884 689 943 84.9% 69.7% General and administrative expense $ 54,595 $ 52,518 $ 54,138 $ 45,324 $ 206,575 $ 49,943 $ 52,400 $ 43,812 19.1 % 9.4 % 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 $ 673,978 $ 600,095 (14.4) % (12.5) % Resident fee revenue under management (2) 184,145 131,558 116,576 107,817 540,096 82,468 64,410 55,156 (52.7) % (53.3) % Total (consolidated and under management) (3) $ 966,852 $ 863,187 $ 817,347 $ 785,277 $ 3,432,663 $ 746,818 $ 738,388 $ 655,251 (19.8) % (19.1) % G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) (3) G&A expense (excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 4.8 % 5.0 % 5.1 % 5.2 % 5.0 % 5.8 % 6.4 % 6.0 % (90) bps (110) bps G&A expense (including non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 5.6% 6.1% 6.6% 5.8% 6.0% 6.7% 7.1% 6.7% (10) bps (70) bps G&A Expense


 
14 ($ in 000s, except for community level capital expenditures, net, per average unit) 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Community level capital expenditures, including allocations Senior Housing Owned Portfolio $ 36,735 $ 12,011 $ 12,236 $ 14,633 $ 75,615 $ 14,286 $ 16,973 $ 17,237 (40.9) % 20.5 % Senior Housing Leased Portfolio 18,413 1,727 5,808 10,730 36,678 7,550 14,444 3,340 42.5 % 2.4 % Community level capital expenditures, net (A) 55,148 13,738 18,044 25,363 112,293 21,836 31,417 20,577 (14.0) % 15.1 % Corporate capital expenditures (includes Health Care Services) 5,408 7,783 4,828 9,280 27,299 5,614 4,378 7,616 (57.7) % 2.3 % Non-Development Capital Expenditures, net 60,556 21,521 22,872 34,643 139,592 27,450 35,795 28,193 (23.3) % 12.9 % Development Capital Expenditures, net 3,900 2,923 3,090 3,754 13,667 1,521 597 608 80.3 % 72.5 % Total capital expenditures, net $ 64,456 $ 24,444 $ 25,962 $ 38,397 $ 153,259 $ 28,971 $ 36,392 $ 28,801 (10.9) % 18.0 % Lessor reimbursements: non-development capital expenditures 5,827 8,096 4,056 9,867 27,846 8,951 10,001 15,688 Change in related payables (898) 10,938 (2,191) (3,083) 4,766 2,439 (7,216) 1,790 Total cash paid for capital expenditures $ 69,385 $ 43,478 $ 27,827 $ 45,181 $ 185,871 $ 40,361 $ 39,177 $ 46,279 (66.3) % 10.6 % Senior Housing Total Average Units (B) 54,184 54,040 53,440 53,086 53,687 52,971 52,911 52,811 (1.2) % (1.8) % Community level capital expenditures, net, per average unit (A/B) $ 1,018 $ 254 $ 338 $ 478 $ 2,092 $ 412 $ 594 $ 390 (15.4) % 13.5% Capital Expenditures


 
15 (1) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 2020 2021 3Q21 vs 3Q20 YTD 3Q21 vs YTD 3Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q B(W) B(W) Operating Lease Obligations Facility operating lease expense $ 64,481 $ 62,379 $ 51,620 $ 45,553 $ 224,033 $ 44,418 $ 43,864 $ 43,226 Operating lease expense adjustment 6,733 8,221 117,322 4,000 136,276 4,664 5,326 6,273 Cash facility operating lease payments 71,214 70,600 168,942 49,553 360,309 49,082 49,190 49,499 70.7 % 52.4 % Financing Lease Obligations Interest expense: financing lease obligations 13,282 11,892 11,908 11,452 48,534 11,383 11,492 11,674 Payment of financing lease obligations 5,087 4,677 4,548 4,556 18,868 4,789 4,864 5,039 Cash financing lease payments 18,369 16,569 16,456 16,008 67,402 16,172 16,356 16,713 (1.6) % 4.2 % Total cash facility lease payments (1) $ 89,583 $ 87,169 $ 185,398 $ 65,561 $ 427,711 $ 65,254 $ 65,546 $ 66,212 64.3 % 45.6 % VTR one-time cash lease payment — — (119,180) — (119,180) — — — Total cash facility lease payments, excluding the one-time cash lease payment $ 89,583 $ 87,169 $ 66,218 $ 65,561 $ 308,531 $ 65,254 $ 65,546 $ 66,212 — % 18.9 % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 13,282 $ 11,892 $ 11,908 $ 11,452 $ 48,534 $ 11,383 $ 11,492 $ 11,674 2.0 % 6.8 % Interest income (1,455) (2,243) (607) (494) (4,799) (421) (341) (286) (52.9) % (75.7) % Interest expense: debt 41,763 38,974 36,908 36,172 153,817 35,351 35,425 35,708 3.3 % 9.5 % Interest expense, net 53,590 48,623 48,209 47,130 197,552 46,313 46,576 47,096 2.3 % 6.9 % Amortization of deferred financing costs and debt premium (discount) 1,315 1,556 1,730 1,827 6,428 1,873 2,140 1,979 Interest income 1,455 2,243 607 494 4,799 421 341 286 Interest expense per income statement $ 56,360 $ 52,422 $ 50,546 $ 49,451 $ 208,779 $ 48,607 $ 49,057 $ 49,361 2.3 % 7.7 % Cash Facility Lease Payments


 
16 $491 $575 $439 $388 $646 $491 $553 $439 $381 $636 $22 $7 $9 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Total Liquidity ($ in millions) (1) Includes the carrying value of mortgage debt and other notes payable of which 98.3%, or $3.8 billion, represented non-recourse property-level mortgage financings. (2) Reflects market rates as of September 30, 2021. (3) Amount includes maturities and recurring monthly principal payments. For 2021, amount consists solely of recurring monthly principal payments. (4) Leverage ratios include results of operations of Health Care Services segment and communities disposed of through the disposition date. (5) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDAR, Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See “Definitions” and “Non-GAAP Financial Measures” for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. Leverage Ratios ($ in 000s) Trailing Twelve Months Ended September 30, 2021 Annualized Leverage (4) Adjusted EBITDAR (A) $ 398,555 Cash facility operating lease payments (see page 15) (197,324) Adjusted EBITDA 201,231 Cash financing lease payments (see page 15) (65,249) Adjusted EBITDA after cash financing lease payments (B) $ 135,982 As of September 30, 2021 Debt $ 3,857,459 Cash and cash equivalents (478,509) Marketable securities (157,936) Restricted cash held as collateral against existing debt (18,652) Net Debt (C) 3,202,362 23.5 x (C/B) Operating and financing lease obligations (see page 26) (5) 1,398,976 Adjusted Net Debt (D) $ 4,601,338 11.5 x (D/A) Debt (1)(2) ($ in millions) Principal Payments(3) Weighted Rate 2021 $ 10 3.67 % 2022 348 3.55 % 2023 231 3.48 % 2024 301 4.30 % 2025 290 4.04 % Thereafter 2,677 3.43 % Total $ 3,857 3.56 % Capital Structure $2,354 $1,375 $128 Debt Structure (1) ($ in millions) As of September 30, 2021 Weighted Rate Fixed rate debt 4.27 % Variable rate debt (2) 2.43 % Total debt 3.56 % 61% 36% Fixed rate debt Variable rate debt with interest rate caps Variable rate debt - unhedged 3% Line of credit available to draw Cash and cash equivalents and marketable securities


 
17 Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/ expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility lease termination and modification, operating lease expense adjustment, amortization of deferred gain, change in future service obligation, non-cash stock- based compensation expense, and Transaction and Organizational Restructuring Costs. Adjusted EBITDAR is a non-GAAP financial measure that the Company defines as Adjusted EBITDA before cash facility operating lease payments. 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 liability for lease termination, cash paid/received for gain/loss on facility lease termination and modification, and lessor capital expenditure reimbursements under operating leases; plus: property 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 EBITDAR. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue and other operating income of the Company, less facility operating expense. Combined Segment Operating Income does not include general and administrative expense or depreciation and amortization. Community Labor Expense is a component of facility operating expense that includes regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, payroll taxes, contract labor, employee benefits, and workers compensation. Development Capital Expenditures means capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities. Amounts of Development Capital Expenditures are presented net of lessor reimbursements. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense. Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio Operating Income, excluding resident fee revenue, other operating income, and facility operating expense of communities disposed during such period adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months cash facility lease payments for both operating leases and financing leases, excluding cash lease payments for leases of communities disposed during such period, corporate offices, and 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 (excluding Health Care Services segment revenue), 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 (mortgage debt and other notes payable) 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 (excluding Health Care Services segment revenue), 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 Health Care Services segment revenue, 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


 
18 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 Health Care Services segment revenue, 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 our 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 (excluding Health Care Services segment revenue 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 (Loss) is defined by the Company as segment revenue and other operating income less segment facility operating expense. Segment Operating Income (Loss) does not include general and administrative expense or depreciation and amortization. Management Services Segment Operating Income 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 Management Services segment. See the Segment Information note to the Company’s consolidated financial statements for more information regarding the Company’s segments. Senior Housing Leased Portfolio represents Brookdale leased communities and does not include owned or managed communities. Senior Housing Operating Income is defined by the Company as segment revenue and other operating income less segment facility operating expense for the Company’s Independent Living, Assisted Living and Memory Care, and CCRCs segments on an aggregate basis. Senior Housing Operating Income does not include general and administrative expense or depreciation and amortization. Senior Housing Owned Portfolio represents Brookdale owned communities and does not include leased or managed communities. Total Average Units represents the average number of units operated during the period. Transaction and Organizational Restructuring Costs are general and administrative expenses. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third- party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. Definitions


 
19 Appendices Summary Financial Impact: COVID-19 20 Non-GAAP Financial Measures 23


 
20 Summary Financial Impact: COVID-19 Consolidated ($ in 000s) 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Full Year 2020 1Q 2021 2Q 2021 3Q 2021 YTD 2021 COVID-19 Cumulative 2020 and 2021 Independent Living Estimated lost resident fee revenue $ 600 $ 7,200 $ 12,600 $ 18,500 $ 38,900 $ 16,700 $ 17,700 $ 17,900 $ 52,300 $ 91,200 Other operating income $ — $ — $ 96 $ 11,727 $ 11,823 $ 1,364 $ 111 $ 9 $ 1,484 $ 13,307 Facility operating expense $ 1,213 $ 9,573 $ 2,208 $ 3,095 $ 16,089 $ 3,047 $ 1,449 $ 938 $ 5,434 $ 21,523 Assisted Living and Memory Care Estimated lost resident fee revenue $ 1,600 $ 26,400 $ 49,200 $ 65,400 $ 142,600 $ 62,900 $ 55,300 $ 49,900 $ 168,100 $ 310,700 Other operating income $ — $ 152 $ 1,936 $ 60,497 $ 62,585 $ 5,104 $ 629 $ 75 $ 5,808 $ 68,393 Facility operating expense $ 7,708 $ 38,684 $ 15,493 $ 20,598 $ 82,483 $ 18,902 $ 6,058 $ 4,798 $ 29,758 $ 112,241 CCRCs Estimated lost resident fee revenue $ 500 $ 15,200 $ 14,700 $ 16,600 $ 47,000 $ 14,600 $ 8,800 $ 8,600 $ 32,000 $ 79,000 Other operating income $ — $ 9,546 $ 2,841 $ 6,067 $ 18,454 $ 1,684 $ 46 $ 5 $ 1,735 $ 20,189 Facility operating expense $ 676 $ 9,263 $ 4,386 $ 4,425 $ 18,750 $ 3,985 $ 1,442 $ 1,498 $ 6,925 $ 25,675 Senior Housing Total Estimated lost resident fee revenue $ 2,700 $ 48,800 $ 76,500 $ 100,500 $ 228,500 $ 94,200 $ 81,800 $ 76,400 $ 252,400 $ 480,900 Other operating income $ — $ 9,698 $ 4,873 $ 78,291 $ 92,862 $ 8,152 $ 786 $ 89 $ 9,027 $ 101,889 Facility operating expense $ 9,597 $ 57,520 $ 22,087 $ 28,118 $ 117,322 $ 25,934 $ 8,949 $ 7,234 $ 42,117 $ 159,439 Health Care Services Estimated lost resident fee revenue $ 3,100 $ 14,800 $ 15,100 $ 19,600 $ 52,600 $ 23,300 $ 27,700 $ — $ 51,000 $ 103,600 Other operating income $ — $ 16,995 $ 5,892 $ — $ 22,887 $ 2,583 $ 522 $ — $ 3,105 $ 25,992 Facility operating expense $ 403 $ 3,074 $ 2,392 $ 2,343 $ 8,212 $ 1,403 $ 792 $ — $ 2,195 $ 10,407 Consolidated Total Estimated lost resident fee revenue $ 5,800 $ 63,600 $ 91,600 $ 120,100 $ 281,100 $ 117,500 $ 109,500 $ 76,400 $ 303,400 $ 584,500 Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 $ 12,132 $ 127,881 Facility operating expense $ 10,000 $ 60,594 $ 24,479 $ 30,461 $ 125,534 $ 27,337 $ 9,741 $ 7,234 $ 44,312 $ 169,846 Consolidated Occupancy March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 October 2020 November 2020 December 2020 January 2021 February 2021 Weighted average 82.7% 80.4% 78.4% 77.4% 76.4% 75.2% 74.3% 73.8% 72.8% 71.5% 70.0% 69.4% Month-end 82.2% 80.0% 78.5% 77.8% 76.6% 75.5% 75.0% 74.1% 73.1% 71.5% 70.4% 70.1% March 2021 April 2021 May 2021 June 2021 July 2021 August 2021 September 2021 October 2021 Weighted average 69.4% 69.9% 70.5% 71.2% 72.0% 72.5% 73.0% 73.3% Month-end 70.6% 71.1% 71.6% 72.6% 73.3% 73.7% 74.2% 74.5%


 
21 Summary Financial Impact: COVID-19 Consolidated Certain cash flow impacts on working capital from the CARES Act and other government grants and credits are shown below: 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 2020 1Q 2Q 3Q YTD 2021 Cumulative 2020 and 2021 Cash received (recouped) - Medicare advances $ — $ 85,013 $ 2,529 $ — $ 87,542 $ — $ (14,258) $ (3,527) $ (17,785) $ 69,757 Deferred payroll taxes — 26,548 23,592 22,534 72,674 — — — — 72,674 Cash received - government grants — 34,234 4,364 77,150 115,748 1,700 405 89 2,194 117,942 Cash received - employee retention credit — — — — — — — 1,055 1,055 1,055 Operating cash flow impacts (1) — 145,795 30,485 99,684 275,964 1,700 (13,853) (2,383) (14,536) 261,428 Less: Other operating income — (26,693) (10,765) (78,291) (115,749) (10,735) (1,308) (89) (12,132) (127,881) Changes in working capital $ — $ 119,102 $ 19,720 $ 21,393 $ 160,215 $ (9,035) $ (15,161) $ (2,472) $ (26,668) $ 133,547 Liabilities retained by the Company as of September 30, 2021 $ 69,251 Medicare Accelerated and Advance Payment Program • During the full year 2020, the Company received $87.5 million under the Medicare Accelerated and Advance Payment Program. • During the second and third quarter of 2021, $14.3 million and $3.5 million, respectively, of the advanced payments were recouped, reducing the Company's net cash provided by operating activities and Adjusted Free Cash Flow with no impact on revenue or results of operations. • Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment, $63.6 million of such obligations were retained by the unconsolidated Health Care Services venture. • As of September  30, 2021, the outstanding balance of advanced payments related to the Company's CCRCs segment was $6.1 million, of which the Company expects recoupment of approximately $3.0 million during the three months ended December 31, 2021 and the remaining amount in 2022 under current legislation. During the first and second quarter of 2021, the Company recognized other operating income of and recorded a receivable for $9.0 million and $0.9 million, respectively, of employee retention credits on wages paid from March 12, 2020 through December 31, 2020, impacting changes to working capital. During the third quarter of 2021, the Company received $1.1 million for employee retention credits, increasing the Company's net cash provided by operating activities. As of September 30, 2021, the Company has $8.8 million of receivables related to the employee retention credits, including a receivable of $2.8 million from the Health Care Services venture. Deferred Payroll Tax Payments • During the full year 2020, the Company deferred $72.7 million of the employer portion of social security payroll taxes incurred from March  27, 2020 through December 31, 2020. • Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment, $9.6 million of such obligations were retained by the unconsolidated Health Care Services venture. • As of September 30, 2021, the outstanding balance of deferred payroll tax payments was $63.1 million, of which the Company expects to pay $31.6 million in both December 2021 and 2022 under current legislation. The Company's net cash provided by operating activities and Adjusted Free Cash Flow include the following impacts of temporary liquidity relief provided pursuant to the CARES Act: (1) Impacts included in Adjusted Free Cash Flow


 
22 Summary Financial Impact: COVID-19 Same Community ($ in 000s) 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Full Year 2020 1Q 2021 2Q 2021 3Q 2021 YTD 2021 COVID-19 Cumulative 2020 and 2021 Independent Living Estimated lost resident fee revenue $ 600 $ 6,900 $ 12,500 $ 18,000 $ 38,000 $ 16,500 $ 17,600 $ 17,900 $ 52,000 $ 90,000 Other operating income $ — $ — $ 96 $ 11,440 $ 11,536 $ 1,327 $ 110 $ 9 $ 1,446 $ 12,982 Facility operating expense $ 1,166 $ 9,343 $ 2,150 $ 3,002 $ 15,661 $ 2,928 $ 1,328 $ 888 $ 5,144 $ 20,805 Assisted Living and Memory Care Estimated lost resident fee revenue $ 1,600 $ 25,900 $ 48,300 $ 64,400 $ 140,200 $ 62,600 $ 55,100 $ 49,700 $ 167,400 $ 307,600 Other operating income $ — $ 151 $ 1,937 $ 59,174 $ 61,262 $ 4,947 $ 626 $ 75 $ 5,648 $ 66,910 Facility operating expense $ 7,434 $ 37,651 $ 15,405 $ 20,330 $ 80,820 $ 18,528 $ 5,950 $ 4,747 $ 29,225 $ 110,045 CCRCs Estimated lost resident fee revenue $ 300 $ 10,000 $ 11,600 $ 13,400 $ 35,300 $ 10,700 $ 7,200 $ 6,800 $ 24,700 $ 60,000 Other operating income $ — $ 6,293 $ 1,671 $ 3,697 $ 11,661 $ 1,121 $ 31 $ 3 $ 1,155 $ 12,816 Facility operating expense $ 421 $ 5,595 $ 2,939 $ 3,013 $ 11,968 $ 3,069 $ 1,037 $ 852 $ 4,958 $ 16,926 Total Same Community Estimated lost resident fee revenue $ 2,500 $ 42,800 $ 72,400 $ 95,800 $ 213,500 $ 89,800 $ 79,900 $ 74,400 $ 244,100 $ 457,600 Other operating income $ — $ 6,444 $ 3,704 $ 74,311 $ 84,459 $ 7,395 $ 767 $ 87 $ 8,249 $ 92,708 Facility operating expense $ 9,021 $ 52,589 $ 20,494 $ 26,345 $ 108,449 $ 24,525 $ 8,315 $ 6,487 $ 39,327 $ 147,776


 
23 Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDAR, 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. GAAP ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt less current portion, or current portion of long-term debt. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations set forth in this Appendix of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP and to review the information under “Reconciliations of Non-GAAP Financial Measures” in the Company’s earnings release dated November 4, 2021 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.


 
24 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q Net income (loss) $ 369,497 $ (118,420) $ (124,993) $ (44,139) $ 81,945 $ (108,303) $ (83,604) $ 174,263 Provision (benefit) for income taxes (15,828) 8,504 14,884 (2,208) 5,352 752 (792) 15,279 Equity in (earnings) loss of unconsolidated ventures 1,008 (438) 293 1,244 2,107 531 (13,946) 1,474 Loss (gain) on debt modification and extinguishment, net (19,181) 157 7,917 211 (10,896) — — — Loss (gain) on sale of assets, net (372,839) 1,029 (2,209) (513) (374,532) (1,112) 79 (288,375) Other non-operating (income) loss (2,662) (988) (948) (1,050) (5,648) (1,644) (2,948) (571) Interest expense 56,360 52,422 50,546 49,451 208,779 48,607 49,057 49,361 Interest income (1,455) (2,243) (607) (494) (4,799) (421) (341) (286) Income (loss) from operations 14,900 (59,977) (55,117) 2,502 (97,692) (61,590) (52,495) (48,855) Depreciation and amortization 90,738 93,154 87,821 87,513 359,226 83,891 83,591 84,560 Asset impairment 78,226 10,290 8,213 10,579 107,308 10,677 2,078 639 Loss (gain) on facility lease termination and modification, net — — — (2,303) (2,303) — — — Operating lease expense adjustment (6,733) (8,221) (117,322) (4,000) (136,276) (4,664) (5,326) (6,273) Non-cash stock-based compensation expense 5,957 6,119 6,136 2,535 20,747 4,783 4,527 3,568 Transaction and Organizational Restructuring Costs 1,981 3,368 6,250 1,778 13,377 1,884 689 943 Adjusted EBITDA (1) $ 185,069 $ 44,733 $ (64,019) $ 98,604 $ 264,387 $ 34,981 $ 33,064 $ 34,582 PEAK management termination fee (100,000) — — — (100,000) — — — VTR one-time cash lease payment — — 119,180 — 119,180 — — — Adjusted EBITDA, excluding PEAK management termination fee and VTR one-time cash lease payment $ 85,069 $ 44,733 $ 55,161 $ 98,604 $ 283,567 $ 34,981 $ 33,064 $ 34,582 Adjusted EBITDA Reconciliation Non-GAAP Financial Measures (continued) (1) Adjusted EBITDA for the first quarter and full year of 2020 includes the $100.0 million benefit for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s ownership interest in the CCRC Venture. Adjusted EBITDA for the second quarter, third quarter, fourth quarter, and full year of 2020, and first, second, and third quarters of 2021 includes $26.7 million, $10.8 million, $78.3 million, $115.7 million, $10.7 million, $1.3 million, and $0.1 million of government grants and credits recognized in other operating income during the respective period. Adjusted EBITDA for the third quarter and full year of 2020 includes the $119.2 million one-time cash lease payment.


 
25 Adjusted EBITDAR; Adjusted EBITDA; and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Trailing Twelve Months Ended September 30, 2021($ in 000s) Net income (loss) $ (61,783) Provision (benefit) for income taxes 13,031 Equity in (earnings) loss of unconsolidated ventures (10,697) Loss (gain) on debt modification and extinguishment, net 211 Loss (gain) on sale of assets, net (289,921) Other non-operating (income) loss (6,213) Interest expense 196,476 Interest income (1,542) Income (loss) from operations (160,438) Depreciation and amortization 339,555 Asset impairment 23,973 Loss (gain) on facility lease termination and modification, net (2,303) Facility operating lease expense 177,061 Non-cash stock-based compensation expense 15,413 Transaction and Organizational Restructuring Costs 5,294 Adjusted EBITDAR $ 398,555 Facility operating lease expense (177,061) Operating lease expense adjustment (20,263) Adjusted EBITDA $ 201,231 Interest expense: financing lease obligations (46,001) Payment of financing lease obligations (19,248) Adjusted EBITDA after cash financing lease payments $ 135,982 Non-GAAP Financial Measures (continued)


 
26 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of September 30, 2021 Long-term debt (including current portion) $ 3,857,459 Cash and cash equivalents (478,509) Marketable securities (157,936) Cash held as collateral against existing debt (18,652) Net Debt 3,202,362 Operating and financing lease obligations 1,429,024 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (30,048) Adjusted Net Debt $ 4,601,338 Operating and financing lease obligations $ 1,429,024 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (30,048) Adjusted operating and financing lease obligations 1,398,976 Operating and financing lease obligations related to corporate office and information technology leases (16,517) Operating and financing lease obligations for Senior Housing Leased Portfolio $ 1,382,459 Non-GAAP Financial Measures (continued)


 
27 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) $ 3,410 $ 7,200 Net cash provided by (used in) investing activities (247,927) (47,483) (48,554) (81,147) (425,111) (3,806) 1,561 203,974 Net cash provided by (used in) financing activities 347,250 (40,726) 96,668 (20,279) 382,913 (35,562) (20,992) (19,177) Net increase (decrease) in cash, cash equivalents and restricted cash $ 156,802 $ 63,631 $ (29,055) $ (27,927) $ 163,451 $ (63,225) $ (16,021) $ 191,997 Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) $ 3,410 $ 7,200 Distributions from unconsolidated ventures from cumulative share of net earnings — — (766) — (766) — (5,355) (836) Changes in prepaid insurance premiums financed with notes payable 17,434 (5,770) (5,841) (5,823) — 12,985 (4,200) (4,151) Changes in liabilities for lessor capital expenditure reimbursements under operating leases (4,088) (6,421) (3,131) (8,602) (22,242) (7,563) (7,943) (11,551) Non-development capital expenditures, net (60,556) (21,521) (22,872) (34,643) (139,592) (27,450) (35,795) (28,193) Payment of financing lease obligations (5,087) (4,677) (4,548) (4,556) (18,868) (4,789) (4,864) (5,039) Adjusted Free Cash Flow (1) $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) $ (54,747) $ (42,570) Adjusted Free Cash Flow Reconciliation Non-GAAP Financial Measures (continued) Brookdale Senior Living Inc. 111 Westwood Place Brentwood, TN 37027 (615) 221-2250 www.brookdale.com (1) The first quarter of 2020 includes the $100.0 million benefit for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s ownership interest in the CCRC Venture. The second quarter of 2020 includes $85.0 million of advanced Medicare payments received, $34.2 million of Provider Relief Funds and other government grants accepted, and $26.5 million of the employer portion of payroll taxes deferred. The third quarter of 2020 includes the one-time cash lease payment of $119.2 million, $2.5 million of advanced Medicare payments received, $4.4 million of Provider Relief Funds and other government grants accepted, and $23.6 million of employer portion of payroll taxes deferred The fourth quarter of 2020 includes $77.2 million of Provider Relief Funds and other government grants accepted and $22.6 million of the employer portion of payroll taxes deferred. The first quarter of 2021 includes $1.7 million of Provider Relief Funds and other government grants accepted. The second quarter of 2021 includes the recoupment of $14.3 million of advanced Medicare payments and $0.4 million of other government grants accepted. The third quarter of 2021 includes the recoupment of $3.5 million of advanced Medicare payments and $1.1 million of other government grants and credits accepted or received.