8-K
Brookdale Senior Living Inc. (BKD)
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| UNITED STATES<br>SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549 | |||||||||
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| FORM | 8-K | ||||||||
| CURRENT REPORT<br>Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 | |||||||||
| Date of Report (Date of earliest event reported) | February 21, 2023 | Brookdale Senior Living Inc. | |||||||
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| (Exact name of registrant as specified in its charter) | Delaware | 001-32641 | 20-3068069 | ||||||
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 111 Westwood Place, | Suite 400, | Brentwood, | Tennessee | 37027 | ||
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| (Address of principal executive offices) | (Zip Code) | Registrant's telephone number, including area code | (615) | 221-2250 | |||||
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| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 Par Value Per Share | BKD | New York Stock Exchange |
| 7.00% Tangible Equity Units | BKDT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On February 21, 2023, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its fourth quarter and full year 2022 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.
Supplemental information related to the Company's fourth quarter and full year 2022 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 February 21, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROOKDALE SENIOR LIVING INC. | |||
|---|---|---|---|
| Date: | February 21, 2023 | By: | /s/ Chad C. White |
| Name: | Chad C. White | ||
| Title: | Executive Vice President, General Counsel and Secretary |
Document
Exhibit 99.1
Brookdale Announces Fourth Quarter and Full Year 2022 Results
Nashville, Tenn., February 21, 2023 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter and full year ended December 31, 2022.
HIGHLIGHTS
•Full-year consolidated revenue per available unit (RevPAR) increased 10.1% year-over-year.
•Full-year consolidated weighted average occupancy increased 390 basis points year-over-year.
•At year end, liquidity was $453 million, and there are no significant debt maturities until September 2024.
"I believe 2022 was a year of growth and continued recovery for Brookdale in several areas of the business,” said Lucinda (“Cindy”) Baier, Brookdale’s President and CEO. "We delivered RevPAR growth of just over 10% and continued our positive occupancy momentum. We are optimistic that our recovery will continue in 2023 and in January have seen stronger than expected move-in results. As I think about 2023, we have many improvement opportunities and will be taking an extremely focused approach to improve our operating results, while continuing to provide high quality care and personalized service, and earn our residents’ trust and satisfaction as we further drive our occupancy recovery."
SUMMARY OF FOURTH QUARTER RESULTS
Same Community Senior Housing (Independent Living (IL), Assisted Living and Memory Care (AL/MC), and CCRCs)
The table below presents a summary of operating results and metrics of the Company's same community senior housing portfolio.(1)
| Year-Over-Year<br>Increase / (Decrease) | Sequential Increase / (Decrease) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, except RevPAR and RevPOR) | 4Q 2022 | 4Q 2021 | Amount | Percent | 3Q 2022 | Amount | Percent | |||||
| Resident fee revenue | $ | 636.9 | $ | 580.3 | $ | 56.6 | 9.8% | $ | 629.5 | $ | 7.4 | 1.2% |
| Facility operating expense | $ | 502.9 | $ | 465.4 | $ | 37.5 | 8.1% | $ | 505.1 | $ | (2.2) | (0.4)% |
| RevPAR | $ | 4,200 | $ | 3,826 | $ | 374 | 9.8% | $ | 4,151 | $ | 49 | 1.2% |
| Weighted average occupancy | 77.2% | 73.5% | 370 bps | n/a | 76.5% | 70 bps | n/a | |||||
| RevPOR | $ | 5,440 | $ | 5,205 | $ | 235 | 4.5% | $ | 5,429 | $ | 11 | 0.2% |
(1) The same community senior housing portfolio includes operating results and data for 632 communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. To aid in comparability, same community operating results exclude natural disaster expense.
•Resident fees.
•4Q 2022 vs 4Q 2021:
◦Same community resident fees increased due to the increases in occupancy and RevPOR.
◦The increase in occupancy primarily reflects the impact of the Company's execution on key initiatives to rebuild occupancy lost due to the COVID-19 pandemic.
◦The increase in RevPOR was the result of in-place rate increases and higher move-in rates for new residents.
•4Q 2022 vs 3Q 2022: Same community resident fees increased due to the increases in occupancy and RevPOR.
•Facility operating expense.
•4Q 2022 vs 4Q 2021:
◦The increase was primarily due to higher labor expense resulting from merit and market wage rate adjustments, more hours worked with higher occupancy during the period, and an increase in the use of overtime, partially offset by a decrease in the use of contract labor.
◦Additionally, broad inflationary pressure during the period contributed to the increase in same community facility operating expense.
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•4Q 2022 vs 3Q 2022:
◦The decrease in same community facility operating expense was primarily due to a decrease in advertising costs and a seasonal decrease in utilities costs.
◦Same community labor expense increased 0.4% sequentially primarily due to more hours worked by associates and increased workers' compensation expense during the fourth quarter of 2022, partially offset by decreased use of contract labor.
•The Company's same community senior housing portfolio incurred $1.4 million, $3.5 million, and $3.2 million of incremental direct costs during the fourth quarter of 2022, third quarter of 2022, and fourth quarter of 2021, respectively, to respond to the COVID-19 pandemic.
Consolidated
The table below presents a summary of consolidated operating results.
| Year-Over-Year<br>Increase / (Decrease) | Sequential<br>Increase / (Decrease) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, except RevPAR and RevPOR) | 4Q 2022 | 4Q 2021 | Amount | Percent | 3Q 2022 | Amount | Percent | |||||
| Resident fee revenue | $ | 657.9 | $ | 605.4 | $ | 52.5 | 8.7% | $ | 650.2 | $ | 7.7 | 1.2% |
| Management fee revenue | 2.4 | 3.4 | (1.0) | (29.4)% | 3.0 | (0.6) | (20.0)% | |||||
| Other operating income | 4.9 | 0.2 | 4.7 | NM | 66.8 | (61.9) | (92.7)% | |||||
| Facility operating expense | 531.7 | 488.3 | 43.4 | 8.9% | 525.5 | 6.2 | 1.2% | |||||
| General and administrative expense | 40.4 | 38.8 | 1.6 | 4.1% | 41.3 | (0.9) | (2.2)% | |||||
| Net income (loss) | (25.7) | (81.7) | (56.0) | (68.5)% | (28.4) | (2.7) | (9.5)% | |||||
| Adjusted EBITDA (2) | 46.6 | 35.8 | 10.8 | 30.2% | 106.9 | (60.3) | (56.4)% | |||||
| RevPAR | $ | 4,199 | $ | 3,828 | $ | 371 | 9.7% | $ | 4,150 | $ | 49 | 1.2% |
| Weighted average occupancy | 77.1% | 73.5% | 360 bps | n/a | 76.4% | 70 bps | n/a | |||||
| RevPOR | $ | 5,446 | $ | 5,210 | $ | 236 | 4.5% | $ | 5,432 | $ | 14 | 0.3% |
(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.
•Resident fee revenue.
•The changes in resident fee revenue were primarily due to the same community operating results previously discussed.
•The disposition of seven communities through sales of owned communities and lease terminations since the beginning of the fourth quarter of 2021 resulted in $4.8 million less in resident fees during the fourth quarter of 2022 compared to the fourth quarter of 2021.
January's weighted average occupancy grew 720 basis points since the start of the recovery in March 2021. The table below sets forth the Company's recent consolidated occupancy trend.
| 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | |||||||||||||||||||||||||||||||||||||||||
| Weighted average | 70.0 | % | 69.4 | % | 69.4 | % | 69.9 | % | 70.5 | % | 71.2 | % | 72.0 | % | 72.5 | % | 73.0 | % | 73.3 | % | 73.5 | % | 73.6 | % | ||||||||||||||||||||||||||||
| Month end | 70.4 | % | 70.1 | % | 70.6 | % | 71.1 | % | 71.6 | % | 72.6 | % | 73.3 | % | 73.7 | % | 74.2 | % | 74.5 | % | 74.3 | % | 74.5 | % | 2022 | 2023 | ||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||
| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Jan | ||||||||||||||||||||||||||||||||||||||||
| Weighted average | 73.4 | % | 73.3 | % | 73.6 | % | 73.9 | % | 74.6 | % | 75.2 | % | 75.9 | % | 76.4 | % | 76.9 | % | 77.2 | % | 77.0 | % | 77.0 | % | 76.6 | % | ||||||||||||||||||||||||||
| Month end | 74.2 | % | 74.4 | % | 75.0 | % | 75.3 | % | 76.2 | % | 76.6 | % | 77.1 | % | 77.9 | % | 78.4 | % | 78.2 | % | 78.1 | % | 78.1 | % | 77.6 | % |
•Other operating income. The Company recognized $4.9 million, $66.8 million, and $0.2 million of government grants and employee retention credits as other operating income during the fourth quarter of 2022, the third quarter of 2022, and the fourth quarter of 2021, respectively.
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•Facility operating expense.
•4Q 2022 vs 4Q 2021:
◦The increase in facility operating expense was primarily due to the same community operating results previously discussed, as well as an increase in natural disaster expense as a result of Hurricane Ian and Winter Storm Elliott.
◦The disposition of seven communities since the beginning of the fourth quarter of 2021 resulted in $4.6 million less in facility operating expenses during the fourth quarter of 2022 compared to the fourth quarter of 2021.
•4Q 2022 vs 3Q 2022: The increase in facility operating expense was primarily due to the natural disaster expense incurred during the fourth quarter of 2022 and the increase in same community labor expense, partially offset by the decrease in same community other facility operating expense previously discussed.
•Net income (loss).
•4Q 2022 vs 4Q 2021: The decrease in net loss was primarily attributable to a $73.9 million non-cash gain on sale of communities recognized in the fourth quarter of 2022 for the amendment of leases for 16 communities that were previously accounted for as failed sale-leaseback transactions and the net impact of the resident fee revenue, other operating income, and facility operating expense factors previously discussed, partially offset by a decrease in benefit for income taxes and an increase in interest expense.
•4Q 2022 vs 3Q 2022: The decrease in net loss was primarily attributable to the $73.9 million non-cash gain on sale of communities recognized in the fourth quarter of 2022 and the net impact of the resident fee revenue and facility operating expense factors previously discussed, partially offset by the $61.9 million decrease in other operating income and an increase in interest expense.
•Adjusted EBITDA.
•4Q 2022 vs 4Q 2021: The increase in Adjusted EBITDA was primarily attributable to the net impact of the resident fee revenue and facility operating expense factors previously discussed.
•4Q 2022 vs 3Q 2022: The decrease in Adjusted EBITDA was primarily attributable to the $61.9 million decrease in other operating income and the increase in facility operating expense factors previously discussed, partially offset by the increase in resident fee revenue.
LIQUIDITY
The table below presents a summary of the Company’s net cash provided by (used in) operating activities, non-development capital expenditures, net, and Adjusted Free Cash Flow.
| Year-Over-Year<br>Increase / (Decrease) | Sequential<br>Increase / (Decrease) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 4Q 2022 | 4Q 2021 | Amount | 3Q 2022 | Amount | |||||
| Net cash provided by (used in) operating activities | $ | (48.6) | $ | (81.4) | $ | (32.8) | $ | 63.5 | $ | (112.1) |
| Non-development capital expenditures, net | 39.3 | 46.0 | (6.7) | 43.8 | (4.5) | |||||
| Adjusted Free Cash Flow (3) | (103.6) | (138.7) | 35.1 | 4.1 | (107.7) |
(3) 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.
•Net cash provided by (used in) operating activities.
•4Q 2022 vs 4Q 2021: The decrease in net cash used in operating activities was primarily attributable to a decrease in cash used for changes in operating liabilities, including the impacts of the use of cash for liabilities related to salaries and wages during the fourth quarter of 2021. The Company paid $31.6 million during the fourth quarter of both 2022 and 2021 for deferred payroll taxes for 2020.
•4Q 2022 vs 3Q 2022: The changes in net cash provided by (used in) operating activities was primarily attributable to a $61.4 million decrease in Provider Relief Funds and other government grants and credits received, $31.6 million paid during the current period for previously deferred payroll taxes for 2020, and an increase in cash paid for real estate taxes.
•Non-development capital expenditures, net. The decrease in non-development capital expenditures, net was primarily attributable to decreases in replacements of major building systems and community renovations.
•Adjusted Free Cash Flow.
•4Q 2022 vs 4Q 2021: The $35.1 million change in Adjusted Free Cash Flow was primarily attributable to the decrease in net cash used in operating activities, excluding a $2.4 million decrease in cash paid for facility operating lease terminations. The decrease in non-development capital expenditures, net also contributed to the change.
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•4Q 2022 vs 3Q 2022: The $107.7 million change in Adjusted Free Cash Flow was attributable to the change in net cash provided by (used in) operating activities previously discussed, partially offset by the decrease in non-development capital expenditures, net.
•Total liquidity. Total liquidity of $452.6 million as of December 31, 2022 included $398.9 million of unrestricted cash and cash equivalents, $48.7 million of marketable securities, and $5.0 million of availability on the Company's secured credit facility. Total liquidity as of December 31, 2022 increased $57.0 million from September 30, 2022, primarily attributable to $220.0 million of proceeds from mortgage debt and $139.4 million of proceeds from the issuance of tangible equity units, partially offset by $208.3 million of payments of mortgage debt and negative $103.6 million of Adjusted Free Cash Flow.
TRANSACTION AND FINANCING UPDATE
•Mortgage debt financing: On October 13, 2022, the Company obtained $220.0 million of debt secured by first priority mortgages on 24 communities. The loan bears interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of 245 basis points and is interest only for the first three years. The debt matures in October 2025 with two one-year renewal options, exercisable by the Company subject to the satisfaction of certain conditions. The proceeds from the financing were primarily utilized to repay $199.6 million of outstanding mortgage debt maturing in 2023.
•Tangible equity units: In the fourth quarter of 2022, the Company issued 2,875,000 of 7.00% tangible equity units (the “Units”) at a public offering price of $50.00 per Unit for an aggregate offering of $143.8 million. The proceeds from the issuance increased the Company's liquidity by $139.4 million and its equity by $113.5 million.
•Lease amendment: In the fourth quarter of 2022, the Company and a lessor entered into an amendment to the Company’s existing master lease pursuant to which the Company continues to lease 24 communities. The Company recognized a $73.9 million non-cash gain on sale of communities for the transaction in the fourth quarter of 2022, as the lease amendment resulted in sale recognition of leases previously accounted for as failed sale-leaseback transactions. In addition, the amended leases for such communities are prospectively classified as operating leases as of December 31, 2022, the effective date of the amendment. The prospective reclassification of such lease costs to operating lease expense resulted in a $22.2 million increase in minimum lease payments due for operating leases in 2023 and an offsetting decrease in minimum lease payments due for financing leases in 2023, resulting in a decrease in Adjusted EBITDA with no impact to Adjusted Free Cash Flow for 2023.
FULL YEAR RESULTS
Consolidated
The table below presents a summary of consolidated operating results.
| Year-Over-Year<br>Increase / (Decrease) | |||||||
|---|---|---|---|---|---|---|---|
| ($ in millions, except RevPAR and RevPOR) | 2022 | 2021 | Amount | Percent | |||
| Senior housing resident fee revenue | $ | 2,585.5 | $ | 2,369.6 | $ | 215.9 | 9.1% |
| Health Care Services resident fee revenue (4) | — | 174.2 | (174.2) | NM | |||
| Total resident fee revenue | 2,585.5 | 2,543.8 | 41.7 | 1.6% | |||
| Management fee revenue | 12.0 | 20.6 | (8.6) | (41.7)% | |||
| Other operating income | 80.5 | 12.4 | 68.1 | NM | |||
| Senior housing facility operating expense | 2,083.6 | 1,904.4 | 179.2 | 9.4% | |||
| Health Care Services facility operating expense (4) | — | 171.5 | (171.5) | NM | |||
| Total facility operating expense | 2,083.6 | 2,075.9 | 7.7 | 0.4% | |||
| General and administrative expense | 168.6 | 184.9 | (16.3) | (8.8)% | |||
| Net income (loss) (4) | (238.3) | (99.4) | 138.9 | 139.7% | |||
| Adjusted EBITDA (5) | 241.3 | 138.5 | 102.8 | 74.2% | |||
| RevPAR | $ | 4,113 | $ | 3,734 | $ | 379 | 10.1% |
| Weighted average occupancy | 75.4% | 71.5% | 390 bps | n/a | |||
| RevPOR | $ | 5,457 | $ | 5,221 | $ | 236 | 4.5% |
(4) The Company sold 80% of its equity in its Health Care Services segment on July 1, 2021 and recognized a $286.5 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.
(5) 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.
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2023 OUTLOOK
For the first quarter 2023, the Company is providing the following guidance:
| First Quarter 2023 Guidance | |
|---|---|
| RevPAR year-over-year growth | 11% - 12% |
| Adjusted EBITDA | $70 million - $75 million |
In the aggregate, the Company expects its full-year 2023 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $200.0 million, excluding reimbursable remediation costs at the Company's communities resulting from recent natural disasters. The Company anticipates up to an additional $20.0 million in remediation costs at the Company's communities resulting from recent natural disasters, and such costs are expected to be reimbursed from our property and casualty insurance policies in 2023 or 2024.
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 fourth quarter and full year 2022 results, an updated investor presentation, and a copy of this earnings release. The supplemental information and a copy of this earnings release will also be furnished in a Form 8-K to be filed with the SEC.
EARNINGS CONFERENCE CALL
Brookdale's management will conduct a conference call to discuss the financial results for the fourth quarter and full year 2022 on February 22, 2023 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 "500131".
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 before the call to download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website following the call.
For those who cannot listen to the live call, a replay of the webcast will be available until 11:59 PM ET on March 1, 2023 by dialing (866) 813-9403 (from within the U.S.) or +44 (204) 525-0658 (from outside of the U.S.) and referencing access code "593924".
ABOUT BROOKDALE SENIOR LIVING
Brookdale Senior Living Inc. is the nation’s premier operator of senior living communities. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities. Through its comprehensive network, Brookdale helps to provide seniors with care 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, through its affiliates, operates and manages 673 communities in 41 states as of December 31, 2022, 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 revenue from the former Health Care Services segment, revenue for private duty services provided to seniors living outside of the Company's communities, and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue from the former Health Care Services segment, revenue for private duty services provided to seniors living outside of the Company's communities, and entrance fee
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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 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, 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, health plan, and other expenses, greater use of contract labor, overtime, and other premium labor due to COVID-19 and general labor market conditions, 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 debt, interest, and lease payments and to satisfy financial and other covenants in its debt and lease documents, increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to the Company's health plan participants, 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 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; failure to maintain the security and functionality of the Company's information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company's ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company's ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on the Company's strategic priorities and their effect on its results; limits on the Company's ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of the Company's communities that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the Company's ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of 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 and its ability to operate its business; increases in market interest rates that increase the costs of the Company's debt obligations; the Company's ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates (including due to the pandemic or general labor market conditions), wage pressures resulting
Page 6
from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints; 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; changes in, or its failure to comply with, employment-related laws and regulations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release and/or associated earnings call. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release and/or associated earnings call to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
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Condensed Consolidated Statements of Operations
| Three Months Ended<br>December 31, | Years Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2022 | 2021 | 2022 | 2021 | ||||
| Resident fees | $ | 657,919 | $ | 605,425 | $ | 2,585,529 | $ | 2,543,848 |
| Management fees | 2,395 | 3,413 | 12,020 | 20,598 | ||||
| Reimbursed costs incurred on behalf of managed communities | 35,348 | 34,794 | 147,361 | 181,445 | ||||
| Other operating income | 4,923 | 236 | 80,469 | 12,368 | ||||
| Total revenue and other operating income | 700,585 | 643,868 | 2,825,379 | 2,758,259 | ||||
| Facility operating expense (excluding facility depreciation and<br><br>amortization of $82,623, $79,879, $324,904, and $313,830<br><br>respectively) | 531,667 | 488,282 | 2,083,605 | 2,075,863 | ||||
| General and administrative expense (including non-cash stock-<br><br>based compensation expense of $3,559, $3,392, $14,466, and<br><br>$16,270 respectively) | 40,385 | 38,761 | 168,594 | 184,916 | ||||
| Facility operating lease expense | 40,875 | 42,850 | 165,294 | 174,358 | ||||
| Depreciation and amortization | 88,215 | 85,571 | 347,444 | 337,613 | ||||
| Asset impairment | 12,256 | 9,609 | 29,618 | 23,003 | ||||
| Loss (gain) on sale of communities, net | (73,850) | — | (73,850) | — | ||||
| Loss (gain) on facility operating lease termination, net | — | (2,003) | — | (2,003) | ||||
| Costs incurred on behalf of managed communities | 35,348 | 34,794 | 147,361 | 181,445 | ||||
| Income (loss) from operations | 25,689 | (53,996) | (42,687) | (216,936) | ||||
| Interest income | 3,870 | 301 | 6,935 | 1,349 | ||||
| Interest expense: | ||||||||
| Debt | (47,689) | (34,925) | (157,869) | (141,409) | ||||
| Financing lease obligations | (12,093) | (11,733) | (48,061) | (46,282) | ||||
| Amortization of deferred financing costs | (1,856) | (1,591) | (6,446) | (7,297) | ||||
| Change in fair value of derivatives | (1,618) | 134 | 7,659 | (152) | ||||
| Gain (loss) on debt modification and extinguishment, net | (1,357) | (1,932) | (1,357) | (1,932) | ||||
| Equity in earnings (loss) of unconsolidated ventures | (1,429) | (1,547) | (10,782) | 10,394 | ||||
| Non-operating gain (loss) on sale of assets, net | (16) | (573) | 595 | 288,835 | ||||
| Other non-operating income (loss) | 10,375 | 740 | 12,114 | 5,903 | ||||
| Income (loss) before income taxes | (26,124) | (105,122) | (239,899) | (107,527) | ||||
| Benefit (provision) for income taxes | 473 | 23,402 | 1,559 | 8,163 | ||||
| Net income (loss) | (25,651) | (81,720) | (238,340) | (99,364) | ||||
| Net (income) loss attributable to noncontrolling interest | 14 | 18 | (87) | 74 | ||||
| Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ | (25,637) | $ | (81,702) | $ | (238,427) | $ | (99,290) |
| Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders | $ | (0.13) | $ | (0.44) | $ | (1.25) | $ | (0.54) |
| Weighted average shares used in computing basic and diluted net income (loss) per share | 202,245 | 185,370 | 190,463 | 184,975 |
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Condensed Consolidated Balance Sheets
| (in thousands) | December 31, 2022 | December 31, 2021 | ||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 398,850 | $ | 347,031 |
| Marketable securities | 48,680 | 182,393 | ||
| Restricted cash | 27,735 | 26,845 | ||
| Accounts receivable, net | 55,761 | 51,137 | ||
| Assets held for sale | — | 3,642 | ||
| Prepaid expenses and other current assets, net | 106,067 | 87,946 | ||
| Total current assets | 637,093 | 698,994 | ||
| Property, plant and equipment and leasehold intangibles, net | 4,535,702 | 4,904,292 | ||
| Operating lease right-of-use assets | 597,130 | 630,423 | ||
| Other assets, net | 167,137 | 176,758 | ||
| Total assets | $ | 5,937,062 | $ | 6,410,467 |
| Current portion of long-term debt | $ | 66,043 | $ | 63,125 |
| Current portion of financing lease obligations | 24,059 | 22,151 | ||
| Current portion of operating lease obligations | 176,758 | 148,642 | ||
| Other current liabilities | 374,345 | 398,036 | ||
| Total current liabilities | 641,205 | 631,954 | ||
| Long-term debt, less current portion | 3,784,099 | 3,778,087 | ||
| Financing lease obligations, less current portion | 224,801 | 532,136 | ||
| Operating lease obligations, less current portion | 616,973 | 681,876 | ||
| Other liabilities | 85,831 | 86,791 | ||
| Total liabilities | 5,352,909 | 5,710,844 | ||
| Total Brookdale Senior Living Inc. stockholders' equity | 582,605 | 697,402 | ||
| Noncontrolling interest | 1,548 | 2,221 | ||
| Total equity | 584,153 | 699,623 | ||
| Total liabilities and equity | $ | 5,937,062 | $ | 6,410,467 |
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Condensed Consolidated Statements of Cash Flows
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | ||
| Cash Flows from Operating Activities | ||||
| Net income (loss) | $ | (238,340) | $ | (99,364) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
| Loss (gain) on debt modification and extinguishment, net | 1,357 | 1,932 | ||
| Depreciation and amortization, net | 353,890 | 344,910 | ||
| Asset impairment | 29,618 | 23,003 | ||
| Equity in (earnings) loss of unconsolidated ventures | 10,782 | (10,394) | ||
| Distributions from unconsolidated ventures from cumulative share of net earnings | 561 | 6,191 | ||
| Amortization of entrance fees | (2,307) | (1,758) | ||
| Proceeds from deferred entrance fee revenue | 4,222 | 3,562 | ||
| Deferred income tax (benefit) provision | (1,324) | (9,837) | ||
| Operating lease expense adjustment | (34,896) | (23,280) | ||
| Change in fair value of derivatives | (7,659) | 152 | ||
| Loss (gain) on sale of assets, net | (74,445) | (288,835) | ||
| Loss (gain) on facility operating lease termination, net | — | (2,003) | ||
| Non-cash stock-based compensation expense | 14,466 | 16,270 | ||
| Property and casualty insurance income | (11,379) | (4,689) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | (4,624) | 502 | ||
| Prepaid expenses and other assets, net | (21,240) | (15,483) | ||
| Trade accounts payable and accrued expenses | (27,185) | (54,032) | ||
| Refundable fees and deferred revenue | (1,934) | (10,066) | ||
| Operating lease assets and liabilities for lessor capital expenditure<br>reimbursements | 13,718 | 30,965 | ||
| Operating lease assets and liabilities for lease termination | — | (2,380) | ||
| Net cash provided by (used in) operating activities | 3,281 | (94,634) | ||
| Cash Flows from Investing Activities | ||||
| Change in lease security deposits and lease acquisition deposits, net | 355 | (100) | ||
| Purchase of marketable securities | (263,669) | (362,257) | ||
| Sale and maturities of marketable securities | 398,752 | 352,988 | ||
| Capital expenditures, net of related payables | (196,924) | (176,657) | ||
| Acquisition of assets | (6,004) | — | ||
| Investment in unconsolidated ventures | (218) | (5,436) | ||
| Distributions received from unconsolidated ventures | 966 | 37,113 | ||
| Proceeds from sale of assets, net | 4,653 | 334,006 | ||
| Proceeds from notes receivable | — | 1,800 | ||
| Other | (5,340) | — | ||
| Net cash provided by (used in) investing activities | (67,429) | 181,457 | ||
| Cash Flows from Financing Activities | ||||
| Proceeds from debt | 254,259 | 352,962 | ||
| Repayment of debt and financing lease obligations | (281,185) | (441,571) | ||
| Proceeds from issuance of tangible equity units | 139,438 | — | ||
| Purchase of capped call transactions | — | (15,916) | ||
| Payment of financing costs, net of related payables | (7,077) | (3,904) | ||
| Payments of employee taxes for withheld shares | (4,293) | (4,820) | ||
| Other | (760) | (408) | ||
| Net cash provided by (used in) financing activities | 100,382 | (113,657) | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 36,234 | (26,834) | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 438,314 | 465,148 | ||
| Cash, cash equivalents, and restricted cash at end of period | $ | 474,548 | $ | 438,314 |
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Non-GAAP Financial Measures
This earnings release contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. The Company cautions investors that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. The Company urges investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility operating lease termination, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance.
The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods; 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 operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
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The tables below reconcile the Company's Adjusted EBITDA from net income (loss).
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2022 | September 30, 2022 | December 31, 2021 | |||
| Net income (loss) | $ | (25,651) | $ | (28,374) | $ | (81,720) |
| Provision (benefit) for income taxes | (473) | (300) | (23,402) | |||
| Equity in (earnings) loss of unconsolidated ventures | 1,429 | 2,020 | 1,547 | |||
| Loss (gain) on debt modification and extinguishment, net | 1,357 | — | 1,932 | |||
| Non-operating loss (gain) on sale of assets, net | 16 | 56 | 573 | |||
| Other non-operating (income) loss | (10,375) | (1,877) | (740) | |||
| Interest expense | 63,256 | 49,873 | 48,115 | |||
| Interest income | (3,870) | (2,192) | (301) | |||
| Income (loss) from operations | 25,689 | 19,206 | (53,996) | |||
| Depreciation and amortization | 88,215 | 86,922 | 85,571 | |||
| Asset impairment | 12,256 | 5,688 | 9,609 | |||
| Loss (gain) on sale of communities, net | (73,850) | — | — | |||
| Loss (gain) on facility operating lease termination, net | — | — | (2,003) | |||
| Operating lease expense adjustment | (9,567) | (8,714) | (7,017) | |||
| Non-cash stock-based compensation expense | 3,559 | 3,403 | 3,392 | |||
| Transaction and organizational restructuring costs | 262 | 346 | 293 | |||
| Adjusted EBITDA(6) | $ | 46,564 | $ | 106,851 | $ | 35,849 |
(6) Adjusted EBITDA includes a $4.9 million, $66.8 million, and $0.2 million benefit for the three months ended December 31, 2022, September 30, 2022, and December 31, 2021, respectively, of government grants and credits recognized in other operating income.
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | ||
| Net income (loss) | $ | (238,340) | $ | (99,364) |
| Provision (benefit) for income taxes | (1,559) | (8,163) | ||
| Equity in (earnings) loss of unconsolidated ventures | 10,782 | (10,394) | ||
| Loss (gain) on debt modification and extinguishment, net | 1,357 | 1,932 | ||
| Non-operating loss (gain) on sale of assets, net | (595) | (288,835) | ||
| Other non-operating (income) loss | (12,114) | (5,903) | ||
| Interest expense | 204,717 | 195,140 | ||
| Interest income | (6,935) | (1,349) | ||
| Income (loss) from operations | (42,687) | (216,936) | ||
| Depreciation and amortization | 347,444 | 337,613 | ||
| Asset impairment | 29,618 | 23,003 | ||
| Loss (gain) on sale of communities, net | (73,850) | — | ||
| Loss (gain) on facility operating lease termination, net | — | (2,003) | ||
| Operating lease expense adjustment | (34,896) | (23,280) | ||
| Non-cash stock-based compensation expense | 14,466 | 16,270 | ||
| Transaction and organizational restructuring costs | 1,210 | 3,809 | ||
| Adjusted EBITDA(7) | $ | 241,305 | $ | 138,476 |
(7) Adjusted EBITDA includes an $80.5 million and $12.4 million benefit for the years ended December 31, 2022 and 2021, respectively, of government grants and credits recognized in other operating income.
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Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.
The Company believes that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective sources of operating liquidity, and to review the Company’s ability to service its outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.
Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect the Company’s liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons. Additionally, Adjusted Free Cash Flow excludes cash used to purchase interest rate cap instruments, as well as any cash provided by settlements of interest rate cap instruments.
The tables below reconcile Adjusted Free Cash Flow from net cash provided by (used in) operating activities.
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2022 | September 30, 2022 | December 31, 2021 | |||
| Net cash provided by (used in) operating activities | $ | (48,562) | $ | 63,521 | $ | (81,387) |
| Net cash provided by (used in) investing activities | (9,936) | 22,508 | (20,272) | |||
| Net cash provided by (used in) financing activities | 138,229 | (19,754) | (37,926) | |||
| Net increase (decrease) in cash, cash equivalents,<br> and restricted cash | $ | 79,731 | $ | 66,275 | $ | (139,585) |
| Net cash provided by (used in) operating activities | $ | (48,562) | $ | 63,521 | $ | (81,387) |
| Changes in prepaid insurance premiums financed with notes payable | (5,552) | (5,700) | (4,634) | |||
| Changes in operating lease assets and liabilities for lease termination | — | — | 2,380 | |||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (4,494) | (4,367) | (3,908) | |||
| Non-development capital expenditures, net | (39,335) | (43,819) | (45,972) | |||
| Payment of financing lease obligations | (5,615) | (5,506) | (5,182) | |||
| Adjusted Free Cash Flow (8) | $ | (103,558) | $ | 4,129 | $ | (138,703) |
(8) Adjusted Free Cash Flow includes:
•$1.4 million, $62.8 million, and $0.6 million benefit for the three months ended December 31, 2022, September 30, 2022, and December 31, 2021, respectively, from government grants and credits received.
•$3.1 million recoupment of accelerated/advanced Medicare payments for the three months ended December 31, 2021.
•$31.6 million paid during both the three months ended December 31, 2022 and 2021, for deferred payroll taxes for the year ended December 31, 2020.
•$0.3 million for transaction and organizational restructuring costs for each of the three months ended December 31, 2022, September 30, 2022, and December 31, 2021.
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| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | ||
| Net cash provided by (used in) operating activities | $ | 3,281 | $ | (94,634) |
| Net cash provided by (used in) investing activities | (67,429) | 181,457 | ||
| Net cash provided by (used in) financing activities | 100,382 | (113,657) | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 36,234 | $ | (26,834) |
| Net cash provided by (used in) operating activities | $ | 3,281 | $ | (94,634) |
| Distributions from unconsolidated ventures from cumulative share of net earnings | (561) | (6,191) | ||
| Changes in operating lease assets and liabilities for lease termination | — | 2,380 | ||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (13,718) | (30,965) | ||
| Non-development capital expenditures, net | (168,166) | (137,410) | ||
| Payment of financing lease obligations | (22,221) | (19,874) | ||
| Adjusted Free Cash Flow (9) | $ | (201,385) | $ | (286,694) |
(9) Adjusted Free Cash Flow includes:
•$69.5 million and $3.9 million benefit for the years ended December 31, 2022 and 2021, respectively, from government grants and credits received.
•$3.1 million and $20.8 million recoupment for the years ended December 31, 2022 and 2021, respectively, of accelerated/advanced Medicare payments.
•$31.6 million paid during both the years ended December 31, 2022 and 2021 for deferred payroll taxes for the year ended December 31, 2020.
•$1.2 million and $3.8 million for the years ended December 31, 2022 and 2021, respectively, for transaction and organizational restructuring costs.
Contact:
Jessica Hazel
VP Investor Relations
(615) 564-8104
Jessica.Hazel@brookdale.com
Page 14
a4q22supplemental
Supplemental Information 4th Quarter 2022 Exhibit 99.2
2 Overview 3 Segment Overview 6 Senior Housing 7 General and Administrative ("G&A") Expense 12 Capital Expenditures 13 Cash Facility Lease Payments 14 Capital Structure 15 Definitions 16 Appendices: Summary Financial Impact: COVID-19 19 Non-GAAP Financial Measures 21 Table of Contents
3 Managed 4,725 Owned 31,597 Leased 20,570 Managed 32 Owned 346 Leased 295 673 communities 56,892 units (1) The Company sold 80% of its equity in its Health Care Services segment on July 1, 2021 (the "HCS Sale") and recognized a $286.5 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services Venture (the "HCS Venture") is accounted for under the equity method of accounting. Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR ) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Better B (Worse) (W) B(W) Resident fee revenue $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 $ 2,585,529 8.7 % 1.6 % Senior Housing resident fee revenue $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 8.7 % 9.1 % Health Care Services resident fee revenue (1) $ 86,851 $ 87,313 $ — $ — $ 174,164 $ — $ — $ — $ — $ — N/A NM Management fee revenue $ 8,566 $ 4,998 $ 3,621 $ 3,413 $ 20,598 $ 3,329 $ 3,329 $ 2,967 $ 2,395 $ 12,020 (29.8) % (41.6) % Other operating income $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 NM NM Net income (loss) (1) $ (108,303) $ (83,604) $ 174,263 $ (81,720) $ (99,364) $ (100,032) $ (84,283) $ (28,374) $ (25,651) $ (238,340) 68.6 % (139.9) % Net cash provided by (used in) operating activities $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) $ (23,255) $ 11,577 $ 63,521 $ (48,562) $ 3,281 40.3 % NM Adjusted EBITDA $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 $ 37,176 $ 50,714 $ 106,851 $ 46,564 $ 241,305 29.9 % 74.3 % Adjusted Free Cash Flow $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) $ (53,493) $ (48,463) $ 4,129 $ (103,558) $ (201,385) 25.3 % 29.8 % RevPAR $ 3,631 $ 3,692 $ 3,784 $ 3,828 $ 3,734 $ 4,032 $ 4,071 $ 4,150 $ 4,199 $ 4,113 9.7 % 10.1 % Weighted average occupancy 69.6% 70.5% 72.5% 73.5% 71.5% 73.4% 74.6% 76.4% 77.1% 75.4% 360 bps 390 bps 4Q 2022 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 98 15% 90% > 95% 61 10% 85% > 90% 72 11% 80% > 85% 69 11% 75% > 80% 72 11% 70% > 75% 89 14% Less than 70% 180 28% Total 641 100% Overview As of December 31, 2022 Consolidated: 52,167 Consolidated: 641
4 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Senior Housing resident fee revenue $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 8.7 % 9.1 % Health Care Services resident fee revenue 86,851 87,313 — — 174,164 — — — — — N/A NM Management fee revenue 8,566 4,998 3,621 3,413 20,598 3,329 3,329 2,967 2,395 12,020 (29.8) % (41.6) % Other operating income 10,735 1,308 89 236 12,368 376 8,411 66,759 4,923 80,469 NM NM Senior Housing facility operating expense (469,281) (466,424) (480,423) (488,282) (1,904,410) (512,764) (513,664) (525,510) (531,667) (2,083,605) (8.9) % (9.4) % Health Care Services facility operating expense (87,031) (84,422) — — (171,453) — — — — — N/A NM Combined Segment Operating Income 127,339 129,438 123,382 120,792 500,951 127,915 138,464 194,464 133,570 594,413 10.6 % 18.7 % General and administrative expense (1) (43,276) (47,184) (39,301) (35,076) (164,837) (40,868) (37,904) (37,582) (36,564) (152,918) (4.2) % 7.2 % Cash facility operating lease payments (see page 14) (49,082) (49,190) (49,499) (49,867) (197,638) (49,871) (49,846) (50,031) (50,442) (200,190) (1.2) % (1.3) % Adjusted EBITDA (2) 34,981 33,064 34,582 35,849 138,476 37,176 50,714 106,851 46,564 241,305 29.9 % 74.3 % Transaction and Organizational Restructuring Costs (1,884) (689) (943) (293) (3,809) (373) (229) (346) (262) (1,210) 10.6 % 68.2 % Interest expense, net (see page 14) (46,313) (46,576) (47,096) (46,357) (186,342) (45,120) (46,909) (51,054) (55,912) (198,995) (20.6) % (6.8) % Payment of financing lease obligations (4,789) (4,864) (5,039) (5,182) (19,874) (5,490) (5,610) (5,506) (5,615) (22,221) (8.4) % (11.8) % Changes in working capital (3) (5,320) (1,129) 9,764 (82,394) (79,079) (272) (552) (2,581) (51,578) (54,983) 37.4 % 30.5 % Non-Development Capital Expenditures, net (see page 13) (27,450) (35,795) (28,193) (45,972) (137,410) (39,326) (45,686) (43,819) (39,335) (168,166) 14.4 % (22.4) % Other (4) 101 1,242 (5,645) 5,646 1,344 - 8 (88) (191) 584 2,580 2,885 (54.3) % 114.7 % Adjusted Free Cash Flow (5) $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) $ (53,493) $ (48,463) $ 4,129 $ (103,558) $ (201,385) 25.3 % 29.8 % Adjusted EBITDA and Adjusted Free Cash Flow (1) Excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs, see page 12. (2) Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income. (3) Excludes changes in prepaid insurance premiums financed with notes payable, lessor capital expenditure reimbursements under operating leases, and changes in operating lease assets and liabilities for lease termination. (4) Primarily consists of proceeds from business interruption insurance and state income tax (provision) benefit. (5) The Company’s Adjusted Free Cash Flow includes the impacts of financial relief and repayment of temporary liquidity relief pursuant to the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”). Refer to page 20 for additional details. ($ in millions) 2023 Impact Cash facility operating lease payments $ (22.2) Adjusted EBITDA (22.2) Interest expense, net 22.2 Adjusted Free Cash Flow $ — As a result of a lease amendment in the fourth quarter of 2022, for the full year 2023: • cash facility operating lease payments will include $22.2 million of reclassified cash lease payments • interest expense, net, will exclude $22.2 million of the reclassified cash lease payments • Adjusted EBITDA will be negatively impacted by $22.2 million • Adjusted Free Cash Flow will not be impacted
5 (1) Resident fee revenue excluded from definitions of RevPAR and RevPOR is $833 thousand. (2) All Other primarily includes communities operated by the Company pursuant to management agreements. (3) Facility operating expense includes the impact of Hurricane Ian and Winter Storm Elliott during the fourth quarter. (4) Adjusted EBITDA for the fourth quarter of 2022 includes $4.9 million of government grants and credits recognized in other operating income. (5) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. 4Q 2022 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Corporate All Other (2) Resident fee revenue (1) $ 657,919 $ 386,244 $ 271,675 $ — $ — Management fee revenue 2,395 — — — 2,395 Other operating income 4,923 3,670 1,253 — — Facility operating expense (3) (531,667) (319,835) (211,832) — — Combined Segment Operating Income 133,570 70,079 61,096 — 2,395 General and administrative expense (excluding non-cash stock-based compensation expense and transaction costs) (see page 12) (36,564) (19,928) (14,017) — (2,619) Cash facility operating lease payments (50,442) — (49,088) (1,354) — Adjusted EBITDA (4) 46,564 50,151 (2,009) (1,354) (224) Transaction and Organizational Restructuring Costs (262) — — (262) — Interest expense, net (55,912) (47,689) (11,674) 3,451 — Payment of financing lease obligations (5,615) — (5,435) (180) — Changes in working capital (5) (51,578) — — (51,578) — Non-Development Capital Expenditures, net (39,335) (20,341) (8,773) (10,221) — Other 2,580 1,371 — 1,209 — Adjusted Free Cash Flow $ (103,558) $ (16,508) $ (27,891) $ (58,935) $ (224) Adjusted EBITDA and Adjusted Free Cash Flow Distribution
6 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Total Senior Housing, Health Care Services, and All Other Revenue (1) $ 672,916 $ 678,976 $ 603,716 $ 608,838 $ 2,564,446 $ 640,303 $ 643,717 $ 653,215 $ 660,314 $ 2,597,549 8.5 % 1.3 % Other operating income $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 NM NM Combined Segment Operating Income $ 127,339 $ 129,438 $ 123,382 $ 120,792 $ 500,951 $ 127,915 $ 138,464 $ 194,464 $ 133,570 $ 594,413 10.6 % 18.7 % Combined segment operating margin 18.6 % 19.0 % 20.4 % 19.8 % 19.4 % 20.0 % 21.2 % 27.0 % 20.1 % 22.2 % 30 bps 280 bps Combined segment adjusted operating margin (2) 17.3 % 18.9 % 20.4 % 19.8 % 19.1 % 19.9 % 20.2 % 19.6 % 19.5 % 19.8 % (30) bps 70 bps Senior Housing Segments (see page 7) Revenue $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 8.7 % 9.1 % Other operating income $ 8,152 $ 786 $ 89 $ 236 $ 9,263 $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 NM NM Senior Housing Operating Income $ 116,370 $ 121,027 $ 119,761 $ 117,379 $ 474,537 $ 124,586 $ 135,135 $ 191,497 $ 131,175 $ 582,393 11.8 % 22.7 % Senior Housing operating margin 19.9 % 20.6 % 20.0 % 19.4 % 19.9 % 19.5 % 20.8 % 26.7 % 19.8 % 21.8 % 40 bps 190 bps Senior Housing adjusted operating margin (2) 18.7 % 20.5 % 19.9 % 19.3 % 19.6 % 19.5 % 19.8 % 19.2 % 19.2 % 19.4 % (10) bps (20) bps Number of communities (period end) 650 648 648 646 646 645 641 641 641 641 (0.8) % (0.8) % Total Average Units 52,971 52,911 52,811 52,665 52,840 52,586 52,368 52,158 52,166 52,320 (0.9) % (1.0) % RevPAR $ 3,631 $ 3,692 $ 3,784 $ 3,828 $ 3,734 $ 4,032 $ 4,071 $ 4,150 $ 4,199 $ 4,113 9.7 % 10.1 % Weighted average occupancy 69.6 % 70.5 % 72.5 % 73.5 % 71.5 % 73.4 % 74.6 % 76.4 % 77.1 % 75.4 % 360 bps 390 bps RevPOR $ 5,219 $ 5,237 $ 5,219 $ 5,210 $ 5,221 $ 5,493 $ 5,459 $ 5,432 $ 5,446 $ 5,457 4.5 % 4.5 % Health Care Services Segment (3) Revenue $ 86,851 $ 87,313 $ — $ — $ 174,164 $ — $ — $ — $ — $ — N/A NM Other operating income $ 2,583 $ 522 $ — $ — $ 3,105 $ — $ — $ — $ — $ — N/A NM Segment Operating Income $ 2,403 $ 3,413 $ — $ — $ 5,816 $ — $ — $ — $ — $ — N/A NM All Other All Other Segment Operating Income (comprised solely of management fees) $ 8,566 $ 4,998 $ 3,621 $ 3,413 $ 20,598 $ 3,329 $ 3,329 $ 2,967 $ 2,395 $ 12,020 (29.8) % (41.6) % Resident fee revenue under management (4) $ 82,468 $ 64,410 $ 55,156 $ 51,409 $ 253,443 $ 52,898 $ 54,284 $ 52,712 $ 50,758 $ 210,652 (1.3) % (16.9) % Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income. (3) The Company sold 80% of its equity in its Health Care Services segment on July 1, 2021 and recognized a $286.5 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the HCS Venture is accounted for under the equity method of accounting. (4) Not included in consolidated reported amounts.
7 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Independent Living Revenue $ 118,782 $ 118,005 $ 119,584 $ 119,167 $ 475,538 $ 124,404 $ 125,578 $ 128,106 $ 129,705 $ 507,793 8.8 % 6.8 % Other operating income $ 1,364 $ 111 $ 9 $ 28 $ 1,512 $ 2 $ 1,159 $ 9,520 $ 225 $ 10,906 NM NM Segment Operating Income $ 37,329 $ 35,292 $ 36,733 $ 36,754 $ 146,108 $ 37,684 $ 38,709 $ 46,395 $ 36,162 $ 158,950 (1.6) % 8.8 % Segment operating margin 31.1 % 29.9 % 30.7 % 30.8 % 30.6 % 30.3 % 30.5 % 33.7 % 27.8 % 30.6 % (300) bps 0 bps Segment adjusted operating margin (1) 30.3 % 29.8 % 30.7 % 30.8 % 30.4 % 30.3 % 29.9 % 28.8 % 27.7 % 29.2 % (310) bps (120) bps Number of communities (period end) 68 68 68 68 68 68 68 68 68 68 — % — % Total Average Units 12,539 12,552 12,567 12,567 12,556 12,568 12,569 12,569 12,569 12,569 — % 0.1 % RevPAR $ 3,158 $ 3,134 $ 3,172 $ 3,161 $ 3,156 $ 3,299 $ 3,330 $ 3,397 $ 3,440 $ 3,367 8.8 % 6.7 % Weighted average occupancy 73.6 % 73.5 % 74.7 % 75.1 % 74.2 % 74.6 % 76.0 % 78.3 % 79.1 % 77.0 % 400 bps 280 bps RevPOR $ 4,290 $ 4,266 $ 4,244 $ 4,208 $ 4,252 $ 4,423 $ 4,380 $ 4,337 $ 4,348 $ 4,371 3.3 % 2.8 % Assisted Living and Memory Care Revenue $ 386,938 $ 391,718 $ 402,621 $ 408,444 $ 1,589,721 $ 432,132 $ 434,454 $ 442,097 $ 446,409 $ 1,755,092 9.3 % 10.4 % Other operating income $ 5,104 $ 629 $ 75 $ 155 $ 5,963 $ 356 $ 6,412 $ 49,721 $ 4,141 $ 60,630 NM NM Segment Operating Income $ 71,433 $ 77,062 $ 75,324 $ 70,501 $ 294,320 $ 76,863 $ 87,588 $ 130,039 $ 85,468 $ 379,958 21.2 % 29.1 % Segment operating margin 18.2 % 19.6 % 18.7 % 17.3 % 18.4 % 17.8 % 19.9 % 26.4 % 19.0 % 20.9 % 170 bps 250 bps Segment adjusted operating margin (1) 17.1 % 19.5 % 18.7 % 17.2 % 18.1 % 17.7 % 18.7 % 18.2 % 18.2 % 18.2 % 100 bps 10 bps Number of communities (period end) 562 560 560 559 559 558 554 554 554 554 (0.9) % (0.9) % Total Average Units 35,110 35,018 34,893 34,883 34,977 34,817 34,598 34,398 34,406 34,555 (1.4) % (1.2) % RevPAR $ 3,673 $ 3,728 $ 3,845 $ 3,902 $ 3,787 $ 4,136 $ 4,183 $ 4,281 $ 4,322 $ 4,230 10.8 % 11.7 % Weighted average occupancy 68.3 % 69.5 % 71.9 % 73.1 % 70.7 % 73.0 % 74.2 % 76.2 % 76.8 % 75.1 % 370 bps 440 bps RevPOR $ 5,376 $ 5,365 $ 5,347 $ 5,341 $ 5,357 $ 5,665 $ 5,636 $ 5,621 $ 5,623 $ 5,636 5.3 % 5.2 % CCRCs Revenue $ 71,779 $ 76,942 $ 77,890 $ 77,814 $ 304,425 $ 80,438 $ 80,356 $ 80,045 $ 81,805 $ 322,644 5.1 % 6.0 % Other operating income $ 1,684 $ 46 $ 5 $ 53 $ 1,788 $ 18 $ 840 $ 7,518 $ 557 $ 8,933 NM NM Segment Operating Income $ 7,608 $ 8,673 $ 7,704 $ 10,124 $ 34,109 $ 10,039 $ 8,838 $ 15,063 $ 9,545 $ 43,485 (5.7) % 27.5 % Segment operating margin 10.4 % 11.3 % 9.9 % 13.0 % 11.1 % 12.5 % 10.9 % 17.2 % 11.6 % 13.1 % (140) bps 200 bps Segment adjusted operating margin (1) 8.3 % 11.2 % 9.9 % 12.9 % 10.6 % 12.5 % 10.0 % 9.4 % 11.0 % 10.7 % (190) bps 10 bps Number of communities (period end) 20 20 20 19 19 19 19 19 19 19 — % — % Total Average Units 5,322 5,341 5,351 5,215 5,307 5,201 5,201 5,191 5,191 5,196 (0.5) % (2.1) % RevPAR $ 4,473 $ 4,770 $ 4,824 $ 4,946 $ 4,753 $ 5,109 $ 5,115 $ 5,105 $ 5,221 $ 5,138 5.6 % 8.1 % Weighted average occupancy 68.5 % 70.2 % 71.2 % 72.5 % 70.6 % 73.2 % 73.4 % 73.3 % 73.8 % 73.4 % 130 bps 280 bps RevPOR $ 6,534 $ 6,790 $ 6,777 $ 6,825 $ 6,733 $ 6,976 $ 6,970 $ 6,966 $ 7,073 $ 6,997 3.6 % 3.9 % Senior Housing Segments (1) Excludes other operating income.
8 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 551,591 $ 559,084 $ 573,015 $ 580,306 $ 2,263,996 $ 611,894 $ 617,055 $ 629,491 $ 636,857 $ 2,495,297 9.7 % 10.2 % Other operating income 7,336 763 88 236 8,423 359 8,011 64,522 4,735 77,627 NM NM Revenue and other operating income 558,927 559,847 573,103 580,542 2,272,419 612,253 625,066 694,013 641,592 2,572,924 10.5 % 13.2 % Community Labor Expense (291,980) (290,753) (301,690) (316,863) (1,201,286) (330,632) (331,295) (334,873) (336,150) (1,332,950) (6.1) % (11.0) % Other facility operating expense (151,227) (149,675) (153,123) (148,580) (602,605) (160,169) (161,120) (170,270) (166,768) (658,327) (12.2) % (9.2) % Facility operating expense(2) (443,207) (440,428) (454,813) (465,443) (1,803,891) (490,801) (492,415) (505,143) (502,918) (1,991,277) (8.1) % (10.4) % Same Community Operating Income $ 115,720 $ 119,419 $ 118,290 $ 115,099 $ 468,528 $ 121,452 $ 132,651 $ 188,870 $ 138,674 $ 581,647 20.5 % 24.1 % Same Community adjusted operating income(3) $ 108,384 $ 118,656 $ 118,202 $ 114,863 $ 460,105 $ 121,093 $ 124,640 $ 124,348 $ 133,939 $ 504,020 16.6 % 9.5 % Same Community operating margin 20.7 % 21.3 % 20.6 % 19.8 % 20.6 % 19.8 % 21.2 % 27.2 % 21.6 % 22.6 % 180 bps 200 bps Same Community adjusted operating margin(3) 19.6 % 21.2 % 20.6 % 19.8 % 20.3 % 19.8 % 20.2 % 19.8 % 21.0 % 20.2 % 120 bps (10) bps Total Average Units 50,554 50,554 50,554 50,556 50,555 50,557 50,559 50,547 50,548 50,553 — % — % RevPAR $ 3,637 $ 3,686 $ 3,778 $ 3,826 $ 3,732 $ 4,034 $ 4,068 $ 4,151 $ 4,200 $ 4,113 9.8 % 10.2 % Weighted average occupancy 69.5 % 70.4 % 72.5 % 73.5 % 71.5 % 73.4 % 74.6 % 76.5 % 77.2 % 75.4 % 370 bps 390 bps RevPOR $ 5,230 $ 5,234 $ 5,211 $ 5,205 $ 5,220 $ 5,496 $ 5,453 $ 5,429 $ 5,440 $ 5,453 4.5 % 4.5 % Same Community Operating Income / Adjusted Operating Income ($ in millions) $115.7 $119.4 $118.3 $115.1 $121.5 $132.7 $188.9 $138.7 Same Community Other Operating Income Same Community Adjusted Operating Income 1Q 2021 2Q 2021 3Q 2021 4Q 2021 1Q 2022 2Q 2022 3Q 2022 4Q 2022 Same Community RevPAR / Weighted Average Occupancy $3,637 $3,686 $3,778 $3,826 $4,034 $4,068 $4,151 $4,200 69.5% 70.4% 72.5% 73.5% 73.4% 74.6% 76.5% 77.2% RevPAR Weighted Average Occupancy 1Q 2021 2Q 2021 3Q 2021 4Q 2021 1Q 2022 2Q 2022 3Q 2022 4Q 2022 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 632 communities. (2) Excludes natural disaster expense, consisting primarily of remediation of storm damage, of $1.6 million and $8.2 million for the full years 2021 and 2022, respectively. (3) Excludes other operating income. (2) (3)
9 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Independent Living Revenue $ 117,572 $ 116,715 $ 118,100 $ 117,685 $ 470,072 $ 122,846 $ 123,890 $ 126,389 $ 127,990 $ 501,115 8.8 % 6.6 % Other operating income 1,345 111 8 28 1,492 2 1,146 9,276 225 10,649 NM NM Community Labor Expense (49,028) (49,617) (48,360) (48,848) (195,853) (51,053) (52,449) (53,077) (54,291) (210,870) (11.1) % (7.7) % Other facility operating expense (32,839) (32,156) (33,316) (32,531) (130,842) (34,632) (34,430) (36,871) (36,531) (142,464) (12.3) % (8.9) % Facility operating expense (81,867) (81,773) (81,676) (81,379) (326,695) (85,685) (86,879) (89,948) (90,822) (353,334) (11.6) % (8.2) % Same Community Operating Income $ 37,050 $ 35,053 $ 36,432 $ 36,334 $ 144,869 $ 37,163 $ 38,157 $ 45,717 $ 37,393 $ 158,430 2.9 % 9.4 % Same Community operating margin 31.2 % 30.0 % 30.8 % 30.9 % 30.7 % 30.3 % 30.5 % 33.7 % 29.2 % 31.0 % (170) bps 30 bps Same Community adjusted operating margin (2) 30.4 % 29.9 % 30.8 % 30.9 % 30.5 % 30.3 % 29.9 % 28.8 % 29.0 % 29.5 % (190) bps (100) bps Total Average Units 12,373 12,376 12,377 12,377 12,376 12,378 12,379 12,379 12,379 12,379 — % — % RevPAR $ 3,167 $ 3,144 $ 3,181 $ 3,169 $ 3,165 $ 3,308 $ 3,336 $ 3,403 $ 3,446 $ 3,373 8.7 % 6.6 % Weighted average occupancy 73.5 % 73.4 % 74.7 % 75.1 % 74.2 % 74.6 % 75.9 % 78.2 % 79.0 % 77.0 % 390 bps 280 bps RevPOR $ 4,310 $ 4,285 $ 4,259 $ 4,221 $ 4,269 $ 4,435 $ 4,393 $ 4,352 $ 4,363 $ 4,384 3.4 % 2.7 % Assisted Living and Memory Care Revenue $ 378,446 $ 383,821 $ 395,339 $ 401,113 $ 1,558,719 $ 425,186 $ 429,295 $ 439,395 $ 443,828 $ 1,737,704 10.6 % 11.5 % Other operating income 4,911 609 76 155 5,751 357 6,287 49,465 4,098 60,207 NM NM Community Labor Expense (209,079) (206,265) (217,667) (231,130) (864,141) (241,048) (239,688) (242,683) (243,042) (966,461) (5.2) % (11.8) % Other facility operating expense (102,189) (101,390) (103,321) (100,331) (407,231) (108,807) (109,211) (115,893) (112,357) (446,268) (12.0) % (9.6) % Facility operating expense (311,268) (307,655) (320,988) (331,461) (1,271,372) (349,855) (348,899) (358,576) (355,399) (1,412,729) (7.2) % (11.1) % Same Community Operating Income $ 72,089 $ 76,775 $ 74,427 $ 69,807 $ 293,098 $ 75,688 $ 86,683 $ 130,284 $ 92,527 $ 385,182 32.5 % 31.4 % Same Community operating margin 18.8 % 20.0 % 18.8 % 17.4 % 18.7 % 17.8 % 19.9 % 26.7 % 20.7 % 21.4 % 330 bps 270 bps Same Community adjusted operating margin (2) 17.8 % 19.8 % 18.8 % 17.4 % 18.4 % 17.7 % 18.7 % 18.4 % 19.9 % 18.7 % 250 bps 30 bps Total Average Units 34,206 34,203 34,202 34,203 34,204 34,204 34,205 34,203 34,204 34,204 — % — % RevPAR $ 3,688 $ 3,741 $ 3,853 $ 3,909 $ 3,798 $ 4,144 $ 4,184 $ 4,282 $ 4,325 $ 4,234 10.6 % 11.5 % Weighted average occupancy 68.3 % 69.4 % 71.9 % 73.0 % 70.7 % 72.9 % 74.2 % 76.1 % 76.9 % 75.1 % 390 bps 440 bps RevPOR $ 5,402 $ 5,387 $ 5,362 $ 5,354 $ 5,376 $ 5,681 $ 5,639 $ 5,624 $ 5,626 $ 5,641 5.1 % 4.9 % CCRCs Revenue $ 55,573 $ 58,548 $ 59,576 $ 61,508 $ 235,205 $ 63,862 $ 63,870 $ 63,707 $ 65,039 $ 256,478 5.7 % 9.0 % Other operating income 1,080 43 4 53 1,180 — 578 5,781 412 6,771 NM NM Community Labor Expense (33,873) (34,871) (35,663) (36,885) (141,292) (38,531) (39,158) (39,113) (38,817) (155,619) (5.2) % (10.1) % Other facility operating expense (16,199) (16,129) (16,486) (15,718) (64,532) (16,730) (17,479) (17,506) (17,880) (69,595) (13.8) % (7.8) % Facility operating expense (50,072) (51,000) (52,149) (52,603) (205,824) (55,261) (56,637) (56,619) (56,697) (225,214) (7.8) % (9.4) % Same Community Operating Income $ 6,581 $ 7,591 $ 7,431 $ 8,958 $ 30,561 $ 8,601 $ 7,811 $ 12,869 $ 8,754 $ 38,035 (2.3) % 24.5 % Same Community operating margin 11.6 % 13.0 % 12.5 % 14.6 % 12.9 % 13.5 % 12.1 % 18.5 % 13.4 % 14.4 % (120) bps 150 bps Same Community adjusted operating margin (2) 9.9 % 12.9 % 12.5 % 14.5 % 12.5 % 13.5 % 11.3 % 11.1 % 12.8 % 12.2 % (170) bps (30) bps Total Average Units 3,975 3,975 3,975 3,976 3,975 3,975 3,975 3,965 3,965 3,970 (0.3) % (0.1) % RevPAR $ 4,660 $ 4,910 $ 4,996 $ 5,157 $ 4,931 $ 5,355 $ 5,356 $ 5,356 $ 5,468 $ 5,384 6.0 % 9.2 % Weighted average occupancy 68.2 % 69.9 % 71.3 % 72.8 % 70.6 % 73.7 % 73.9 % 73.9 % 74.4 % 74.0 % 160 bps 340 bps RevPOR $ 6,833 $ 7,028 $ 7,005 $ 7,083 $ 6,987 $ 7,267 $ 7,246 $ 7,252 $ 7,353 $ 7,279 3.8 % 4.2 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 67 Independent Living communities, 550 Assisted Living and Memory Care communities, and 15 CCRC communities. (2) Excludes other operating income.
10 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 336,160 $ 342,355 $ 350,664 $ 352,894 $ 1,382,073 $ 370,337 $ 374,231 $ 379,913 $ 386,244 $ 1,510,725 9.5 % 9.3 % Other operating income 5,098 552 77 196 5,923 300 5,240 38,372 3,670 47,582 NM NM Facility operating expense (280,235) (280,169) (287,180) (290,347) (1,137,931) (304,715) (307,694) (314,480) (319,835) (1,246,724) (10.2) % (9.6) % Owned Portfolio Operating Income $ 61,023 $ 62,738 $ 63,561 $ 62,743 $ 250,065 $ 65,922 $ 71,777 $ 103,805 $ 70,079 $ 311,583 11.7 % 24.6 % Owned Portfolio operating margin 17.9 % 18.3 % 18.1 % 17.8 % 18.0 % 17.8 % 18.9 % 24.8 % 18.0 % 20.0 % 20 bps 200 bps Owned Portfolio adjusted operating margin (1) 16.6 % 18.2 % 18.1 % 17.7 % 17.7 % 17.7 % 17.8 % 17.2 % 17.2 % 17.5 % (50) bps (20) bps Additional Information Interest expense: property level and corporate debt $ (35,351) $ (35,425) $ (35,708) $ (34,925) $ (141,409) $ (33,157) $ (35,693) $ (41,330) $ (47,689) $ (157,869) (36.5) % (11.6) % Community level capital expenditures, net (see page 13) $ (14,286) $ (16,973) $ (17,237) $ (25,203) $ (73,699) $ (20,907) $ (25,934) $ (24,568) $ (20,341) $ (91,750) 19.3 % (24.5) % Number of communities (period end) 349 348 348 347 347 347 346 346 346 346 (0.3) % (0.3) % Total Average Units 31,844 31,785 31,783 31,648 31,766 31,635 31,694 31,588 31,596 31,629 (0.2) % (0.4) % RevPAR $ 3,514 $ 3,584 $ 3,672 $ 3,711 $ 3,620 $ 3,893 $ 3,928 $ 3,999 $ 4,066 $ 3,971 9.6 % 9.7 % Weighted average occupancy 68.4 % 69.6 % 71.7 % 72.7 % 70.6 % 72.5 % 73.6 % 75.4 % 76.4 % 74.5 % 370 bps 390 bps RevPOR $ 5,135 $ 5,151 $ 5,121 $ 5,108 $ 5,128 $ 5,370 $ 5,333 $ 5,301 $ 5,324 $ 5,332 4.2 % 4.0 % Senior Housing Owned Portfolio Interest Coverage(2) as of December 31, 2022 1.43x Interest Coverage(2) as of December 31, 2022 (excluding other operating income) 1.12x Net Debt as of December 31, 2022 (see page 15) $3,388,480 (1) Excludes other operating income. (2) 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 $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense.
11 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 241,339 $ 244,310 $ 249,431 $ 252,531 $ 987,611 $ 266,637 $ 266,157 $ 270,335 $ 271,675 $ 1,074,804 7.6 % 8.8 % Other operating income 3,054 234 12 40 3,340 76 3,171 28,387 1,253 32,887 NM NM Facility operating expense (189,046) (186,255) (193,243) (197,935) (766,479) (208,049) (205,970) (211,030) (211,832) (836,881) (7.0) % (9.2) % Leased Portfolio Operating Income $ 55,347 $ 58,289 $ 56,200 $ 54,636 $ 224,472 $ 58,664 $ 63,358 $ 87,692 $ 61,096 $ 270,810 11.8 % 20.6 % Leased Portfolio operating margin 22.6 % 23.8 % 22.5 % 21.6 % 22.7 % 22.0 % 23.5 % 29.4 % 22.4 % 24.4 % 80 bps 170 bps Leased Portfolio adjusted operating margin (1) 21.7 % 23.8 % 22.5 % 21.6 % 22.4 % 22.0 % 22.6 % 21.9 % 22.0 % 22.1 % 40 bps (30) bps Additional Information Cash facility lease payments on leased portfolio (see page 14) $ (63,762) $ (64,008) $ (64,423) $ (64,979) $ (257,172) $ (65,509) $ (65,582) $ (65,632) $ (66,197) $ (262,920) (1.9) % (2.2) % Community level capital expenditures, net (see page 13) $ (7,550) $ (14,444) $ (3,340) $ (10,713) $ (36,047) $ (12,572) $ (12,503) $ (13,128) $ (8,773) $ (46,976) 18.1 % (30.3) % Number of communities (period end) 301 300 300 299 299 298 295 295 295 295 (1.3) % (1.3) % Total Average Units 21,127 21,126 21,028 21,017 21,074 20,951 20,674 20,570 20,570 20,691 (2.1) % (1.8) % RevPAR $ 3,808 $ 3,855 $ 3,954 $ 4,005 $ 3,905 $ 4,242 $ 4,291 $ 4,381 $ 4,402 $ 4,329 9.9 % 10.9 % Weighted average occupancy 71.3 % 71.9 % 73.7 % 74.7 % 72.9 % 74.8 % 76.0 % 77.9 % 78.2 % 76.7 % 350 bps 380 bps RevPOR $ 5,340 $ 5,361 $ 5,362 $ 5,359 $ 5,356 $ 5,672 $ 5,646 $ 5,626 $ 5,630 $ 5,643 5.1 % 5.4 % Lease Coverage as of December 31, 2022 0.80x Lease Coverage as of December 31, 2022 (excluding other operating income) 0.68x Operating and financing lease obligations as of December 31, 2022 (see page 24)(2) $ 1,003,703 Facility Lease Maturity Information (Leased Portfolio as of December 31, 2022) Initial Lease Maturities Community Count Total Units Cash Facility Lease Payments (3) 2023 35 1,468 $ 14,804 2024 7 904 15,061 2025 121 10,289 105,433 2026 41 1,994 33,534 2027 24 2,555 46,382 Thereafter 67 3,360 46,396 Total 295 20,570 $ 261,610 Senior Housing Leased Portfolio (1) Excludes other operating income. (2) Amount recognized on consolidated balance sheet reflects the discounted future minimum lease payments and the residual value for financing lease obligations. (3) Cash facility lease payments for the twelve months ended December 31, 2022.
12 (1) For 2022 periods, G&A allocations are calculated based on the proportional amount of resident fee revenue (consolidated and under management) attributable to the segment or portfolio. For 2021 periods, G&A allocations are calculated using a methodology which the Company believed matched 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. Consolidated, unless otherwise noted 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 19,358 $ 22,010 $ 21,004 $ 18,871 $ 81,243 $ 21,938 $ 20,419 $ 20,311 $ 19,928 $ 82,596 (5.6) % (1.7) % Senior Housing Leased Portfolio allocation 13,898 15,706 14,941 13,504 58,049 15,795 14,523 14,453 14,017 58,788 (3.8) % (1.3) % All Other allocation 4,994 4,257 3,356 2,701 15,308 3,135 2,962 2,818 2,619 11,534 3.0 % 24.7 % Health Care Services allocation 5,026 5,211 — — 10,237 — — — — — N/A NM Subtotal G&A expense allocations 43,276 47,184 39,301 35,076 164,837 40,868 37,904 37,582 36,564 152,918 (4.2) % 7.2 % Non-cash stock-based compensation expense 4,783 4,527 3,568 3,392 16,270 3,885 3,619 3,403 3,559 14,466 (4.9%) 11.1% Transaction and Organizational Restructuring Costs 1,884 689 943 293 3,809 373 229 346 262 1,210 10.6% 68.2% General and administrative expense $ 49,943 $ 52,400 $ 43,812 $ 38,761 $ 184,916 $ 45,126 $ 41,752 $ 41,331 $ 40,385 $ 168,594 (4.2) % 8.8 % 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Resident fee revenue $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 $ 636,974 $ 640,388 $ 650,248 $ 657,919 $ 2,585,529 8.7 % 1.6 % Resident fee revenue under management (2) 82,468 64,410 55,156 51,409 253,443 52,898 54,284 52,712 50,758 210,652 (1.3) % (16.9) % Total (consolidated and under management(2)) $ 746,818 $ 738,388 $ 655,251 $ 656,834 $ 2,797,291 $ 689,872 $ 694,672 $ 702,960 $ 708,677 $ 2,796,181 7.9 % — % G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) G&A expense (excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 5.8% 6.4% 6.0% 5.3% 5.9% 5.9% 5.5% 5.3% 5.2% 5.5% 10 bps 40 bps G&A expense (including non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 6.7% 7.1% 6.7% 5.9% 6.6% 6.5% 6.0% 5.9% 5.7% 6.0% 20 bps 60 bps G&A Expense
13 ($ in 000s, except for community level capital expenditures, per average unit) 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Community level capital expenditures, including allocations Senior Housing Owned Portfolio $ 14,286 $ 16,973 $ 17,237 $ 25,203 $ 73,699 $ 20,907 $ 25,934 $ 24,568 $ 20,341 $ 91,750 19.3 % (24.5) % Senior Housing Leased Portfolio 7,550 14,444 3,340 10,713 36,047 12,572 12,503 13,128 8,773 46,976 18.1 % (30.3) % Community level capital expenditures, net (A) 21,836 31,417 20,577 35,916 109,746 33,479 38,437 37,696 29,114 138,726 18.9 % (26.4) % Corporate capital expenditures 5,614 4,378 7,616 10,056 27,664 5,847 7,249 6,123 10,221 29,440 (1.6) % (6.4) % Non-Development Capital Expenditures, net 27,450 35,795 28,193 45,972 137,410 39,326 45,686 43,819 39,335 168,166 14.4 % (22.4) % Development Capital Expenditures, net 1,521 597 608 482 3,208 861 1,829 1,667 1,836 6,193 NM (93.0) % Total capital expenditures, net $ 28,971 $ 36,392 $ 28,801 $ 46,454 $ 140,618 $ 40,187 $ 47,515 $ 45,486 $ 41,171 $ 174,359 11.4 % (24.0) % Lessor reimbursements: non-development capital expenditures (C) 8,951 10,001 15,688 7,460 42,100 4,697 7,136 7,094 6,723 25,650 Change in related payables 2,439 (7,216) 1,790 (3,074) (6,061) (4,928) 2,244 1,141 (1,542) (3,085) Total cash paid for capital expenditures $ 40,361 $ 39,177 $ 46,279 $ 50,840 $ 176,657 $ 39,956 $ 56,895 $ 53,721 $ 46,352 $ 196,924 8.8 % (11.5) % Senior Housing Total Average Units (B) 52,971 52,911 52,811 52,665 52,840 52,586 52,368 52,158 52,166 52,320 (0.9) % (1.0) % Community level capital expenditures, net, per average unit (A/B) $ 412 $ 594 $ 390 $ 682 $ 2,077 $ 637 $ 734 $ 723 $ 558 $ 2,651 18.2 % (27.6%) Community level capital expenditures, per average unit (including lessor reimbursements for non-development capital expenditures) ((A+C)/B) $ 2,874 $ 3,142 (9.3%) Capital Expenditures
14 (1) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 2021 2022 4Q22 vs 4Q21 Full Year 22 vs 21 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Operating Lease Obligations Facility operating lease expense $ 44,418 $ 43,864 $ 43,226 $ 42,850 $ 174,358 $ 41,564 $ 41,538 $ 41,317 $ 40,875 $ 165,294 Operating lease expense adjustment 4,664 5,326 6,273 7,017 23,280 8,307 8,308 8,714 9,567 34,896 Cash facility operating lease payments 49,082 49,190 49,499 49,867 197,638 49,871 49,846 50,031 50,442 200,190 (1.2) % (1.3) % Financing Lease Obligations Interest expense: financing lease obligations 11,383 11,492 11,674 11,733 46,282 12,058 11,994 11,916 12,093 48,061 Payment of financing lease obligations 4,789 4,864 5,039 5,182 19,874 5,490 5,610 5,506 5,615 22,221 Cash financing lease payments 16,172 16,356 16,713 16,915 66,156 17,548 17,604 17,422 17,708 70,282 (4.7) % (6.2) % Total cash facility lease payments (1) $ 65,254 $ 65,546 $ 66,212 $ 66,782 $ 263,794 $ 67,419 $ 67,450 $ 67,453 $ 68,150 $ 270,472 (2.0) % (2.5) % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 11,383 $ 11,492 $ 11,674 $ 11,733 $ 46,282 $ 12,058 $ 11,994 $ 11,916 $ 12,093 $ 48,061 (3.1) % (3.8) % Interest income (421) (341) (286) (301) (1,349) (95) (778) (2,192) (3,870) (6,935) NM NM Interest expense: debt 35,351 35,425 35,708 34,925 141,409 33,157 35,693 41,330 47,689 157,869 (36.5) % (11.6) % Interest expense, net 46,313 46,576 47,096 46,357 186,342 45,120 46,909 51,054 55,912 198,995 (20.6) % (6.8) % Amortization of deferred financing costs 1,915 1,907 1,884 1,591 7,297 1,542 1,520 1,528 1,856 6,446 Change in fair value of derivatives (42) 233 95 (134) 152 (3,403) (973) (4,901) 1,618 (7,659) Interest income 421 341 286 301 1,349 95 778 2,192 3,870 6,935 Interest expense per income statement $ 48,607 $ 49,057 $ 49,361 $ 48,115 $ 195,140 $ 43,354 $ 48,234 $ 49,873 $ 63,256 $ 204,717 (31.5) % (4.9) % Cash Facility Lease Payments
15 $537 $476 $412 $396 $453 $529 $469 $405 $389 $448 $8 $7 $7 $7 $5 12/31/2021 03/31/2022 06/30/2022 09/30/2022 12/31/2022 Total Liquidity ($ in millions) (1) Includes the carrying amount of debt of which 92.0%, or $3.5 billion, represented non-recourse property-level mortgage financings. (2) The weighted average fixed cap and swap rate is 4.14%. (3) Amount includes maturities and recurring principal payments and excludes $30 million in deferred financing costs, net. (4) Reflects rates as of December 31, 2022. (5) Excludes convertible senior notes and includes the amortizing notes component of tangible equity units of $25.6 million. (6) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non- GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. Leverage Ratio ($ in 000s) Twelve Months Ended December 31, 2022 Annualized Leverage Cash facility operating lease payments (see page 14) (200,190) Adjusted EBITDA 241,305 Cash financing lease payments (see page 14) (70,282) Adjusted EBITDA after cash financing lease payments (A) $ 171,023 As of December 31, 2022 Debt $ 3,850,142 Cash and cash equivalents (398,850) Marketable securities (48,680) Restricted cash held as collateral against existing debt (14,132) Net Debt (B) 3,388,480 19.8 x (B/A) Operating and financing lease obligations (see page 24) (6) 1,014,815 Adjusted Net Debt $ 4,403,295 Debt ($ in millions) Principal Payments (3) Weighted Rate (4) 2023 $ 73 6.47 % 2024 310 4.70 % 2025 574 6.41 % 2026 305 2.64 % 2027 960 5.53 % Thereafter 1,658 4.81 % Total $ 3,880 5.08 % Capital Structure $225 $2,069 $1,427 $129 Debt Structure (1) ($ in millions) As of December 31, 2022 Weighted Rate Fixed rate debt (5) 4.21 % Variable rate debt 6.68 % Fixed rate convertible senior notes 2.00 % Total debt 5.08 % 54% 37% Fixed rate debt (5) Variable rate debt with interest rate caps and swaps (2) Variable rate debt - unhedged 3% Line of credit available to draw Cash and cash equivalents and marketable securities 6% Fixed rate convertible senior notes
16 Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/ expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility operating lease termination, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and Transaction and Organizational Restructuring Costs. Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: Non-Development Capital Expenditures and payment of financing lease obligations. Adjusted Net Debt is a non-GAAP financial measure that the Company defines as Net Debt, plus operating and financing lease obligations. Operating and financing lease obligations exclude operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue and other operating income of the Company, less facility operating expense. Combined Segment Operating Income does not include general and administrative expense or depreciation and amortization. Community Labor Expense is a component of facility operating expense that includes regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, payroll taxes, contract labor, employee benefits, and workers' compensation. Development Capital Expenditures means capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities. Amounts of Development Capital Expenditures are presented net of lessor reimbursements. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense. Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio Operating Income, excluding resident fee revenue, other operating income, and facility operating expense of communities disposed during such period adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months cash facility lease payments for both operating leases and financing leases, excluding cash lease payments for leases of communities disposed during such period, corporate offices, information technology systems and equipment, vehicles, and other equipment. Leased Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income (excluding amounts from the former Health Care Services segment), less facility operating expense for the Company’s Senior Housing Leased Portfolio. Leased Portfolio Operating Income does not include general and administrative expense or depreciation and amortization. Net Debt is a non-GAAP financial measure that the Company defines as the total of its debt and the outstanding balance on the line of credit, less unrestricted cash, marketable securities, and cash held as collateral against existing debt. NM means not meaningful. Non-Development Capital Expenditures is comprised of corporate and community- level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities. Non-Development Capital Expenditures does not include capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities (i.e. Development Capital Expenditures). Amounts of Non-Development Capital Expenditures are presented net of lessor reimbursements. Owned Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income (excluding amounts from the former Health Care Services segment), less facility operating expense for the Company’s Senior Housing Owned Portfolio. Owned Portfolio Operating Income does not include general and administrative expense or depreciation and amortization. RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue from the former Health Care Services segment, revenue for private duty services provided to seniors living outside of the Company's communities, and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. Definitions
17 RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue from the former Health Care Services segment, revenue for private duty services provided to seniors living outside of the Company's communities, and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Same Community information reflects operating results and data of a consistent population of communities by excluding the impact of changes in the composition of the Company's portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. The Company defines its same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue and other operating income (excluding amounts from the former Health Care Services segment), 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. All Other Segment Operating Income consists primarily of the previously reported Management Services segment and excludes revenue for reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities, and there is no facility operating expense associated with the All Other category. See the Segment Information note to the Company’s consolidated financial statements for more information regarding the Company’s segments. Senior Housing Leased Portfolio represents Brookdale leased communities and does not include owned or managed communities. Senior Housing Operating Income is defined by the Company as segment revenue and other operating income less segment facility operating expense for the Company’s Independent Living, Assisted Living and Memory Care, and CCRCs segments on an aggregate basis. Senior Housing Operating Income does not include general and administrative expense or depreciation and amortization. Senior Housing Owned Portfolio represents Brookdale owned communities and does not include leased or managed communities. Total Average Units represents the average number of units operated during the period. Transaction and Organizational Restructuring Costs are general and administrative expenses. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. Definitions
18 Appendices Summary Financial Impact: COVID-19 19 Non-GAAP Financial Measures 21
19 Summary Financial Impact: COVID-19 2020 2021 2022 ($ in 000s) Full Year 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Cumulative Independent Living Other operating income $ 11,823 $ 1,364 $ 111 $ 9 $ 28 $ 1,512 $ 2 $ 1,159 $ 9,520 $ 225 $ 10,906 $ 24,241 Facility operating expense $ 16,089 $ 3,047 $ 1,449 $ 938 $ 430 $ 5,864 $ 1,335 $ 274 $ 429 $ 228 $ 2,266 $ 24,219 Assisted Living and Memory Care Other operating income $ 62,585 $ 5,104 $ 629 $ 75 $ 155 $ 5,963 $ 356 $ 6,412 $ 49,721 $ 4,141 $ 60,630 $ 129,178 Facility operating expense $ 82,483 $ 18,902 $ 6,058 $ 4,798 $ 2,494 $ 32,252 $ 7,588 $ 1,313 $ 2,497 $ 857 $ 12,255 $ 126,990 CCRCs Other operating income $ 18,454 $ 1,684 $ 46 $ 5 $ 53 $ 1,788 $ 18 $ 840 $ 7,518 $ 557 $ 8,933 $ 29,175 Facility operating expense $ 18,750 $ 3,985 $ 1,442 $ 1,498 $ 467 $ 7,392 $ 1,440 $ 364 $ 698 $ 368 $ 2,870 $ 29,012 Senior Housing Total Estimated lost revenue (1) $ 228,500 $ 94,200 $ 81,800 $ 76,400 $ 75,600 $ 328,000 $ 97,000 $ 95,000 $ 97,000 $ 96,000 $ 385,000 $ 941,500 Other operating income $ 92,862 $ 8,152 $ 786 $ 89 $ 236 $ 9,263 $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 $ 182,594 Facility operating expense (2) $ 117,322 $ 25,934 $ 8,949 $ 7,234 $ 3,391 $ 45,508 $ 10,363 $ 1,951 $ 3,624 $ 1,453 $ 17,391 $ 180,221 The COVID-19 pandemic has adversely impacted the Company's occupancy and resident fee revenue beginning in March 2020 and resulted in incremental direct costs to respond to the pandemic. In the aggregate, since the period beginning January 1, 2020, the Company has incurred $190.6 million (consisting of $180.2 million for the consolidated Senior Housing segments and $10.4 million for the former Health Care Services segment) of pandemic-related expenses, of which 43% related to employee-related costs, 35% related to personal protective equipment and medical supplies, and 22% related to cleaning and other costs. The Company has recognized $208.6 million of pandemic-related government grants and credits through December 31, 2022, which offset the total pandemic-related expenses and a minor amount of the Company's estimated lost revenue. The following table presents the known or estimated impacts related to the COVID-19 pandemic (incremental direct costs to respond to the COVID-19 pandemic, other operating income from government financial relief, and estimated lost revenue) for the Company's consolidated Senior Housing results. Presentations of these amounts are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. Consolidated Occupancy Trend 2021 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Weighted average 70.0% 69.4% 69.4% 69.9% 70.5% 71.2% 72.0% 72.5% 73.0% 73.3% 73.5% 73.6% Month end 70.4% 70.1% 70.6% 71.1% 71.6% 72.6% 73.3% 73.7% 74.2% 74.5% 74.3% 74.5% 2022 2023 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Weighted average 73.4% 73.3% 73.6% 73.9% 74.6% 75.2% 75.9% 76.4% 76.9% 77.2% 77.0% 77.0% 76.6% Month end 74.2% 74.4% 75.0% 75.3% 76.2% 76.6% 77.1% 77.9% 78.4% 78.2% 78.1% 78.1% 77.6% The following table sets forth the Company's recent consolidated occupancy trend. (1) Estimated lost revenue for the 2022 periods represents the difference between the actual resident fee revenue for the period and the estimated resident fee revenue for the period based upon the Company's pre-pandemic expectations for 2022. The estimated lost revenue for the 2020 and 2021 periods represents the difference between the actual resident fee revenue for the period and the Company's pre-pandemic expectations for the 2020 period. (2) Beginning in 2023, the Company plans to no longer separately report incremental direct costs to respond to the pandemic.
20 Summary Financial Impact: COVID-19 2021 2022 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Independent Living Other operating income $ 1,345 $ 111 $ 8 $ 28 $ 1,492 $ 2 $ 1,146 $ 9,276 $ 225 $ 10,649 Facility operating expense $ 2,983 $ 1,364 $ 908 $ 431 $ 5,686 $ 1,310 $ 318 $ 424 $ 227 $ 2,279 Assisted Living and Memory Care Other operating income $ 4,911 $ 609 $ 76 $ 155 $ 5,751 $ 357 $ 6,287 $ 49,465 $ 4,098 $ 60,207 Facility operating expense $ 18,099 $ 5,853 $ 4,739 $ 2,409 $ 31,100 $ 7,449 $ 1,323 $ 2,620 $ 863 $ 12,255 CCRCs Other operating income $ 1,080 $ 43 $ 4 $ 53 $ 1,180 $ — $ 578 $ 5,781 $ 412 $ 6,771 Facility operating expense $ 3,193 $ 1,036 $ 842 $ 321 $ 5,392 $ 1,154 $ 290 $ 446 $ 300 $ 2,190 Total Same Community Other operating income $ 7,336 $ 763 $ 88 $ 236 $ 8,423 $ 359 $ 8,011 $ 64,522 $ 4,735 $ 77,627 Facility operating expense (1) $ 24,275 $ 8,253 $ 6,489 $ 3,161 $ 42,178 $ 9,913 $ 1,931 $ 3,490 $ 1,390 $ 16,724 The following table presents the incremental direct costs to respond to the COVID-19 pandemic and other operating income from government financial relief for the Company's same community results. Certain cash flow impacts from the CARES Act and government grants and credits are shown below: 2020 2021 2022 ($ in 000s) Full Year 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Cash received (recouped) - Medicare advances (2) $ 87,542 $ — $ (14,258) $ (3,527) $ (3,057) $ (20,842) $ (1,848) $ (1,240) $ — $ — $ (3,088) Deferred payroll taxes (3) 72,674 — — — (31,553) (31,553) — — — (31,553) (31,553) Cash received - government grants 115,748 1,700 405 89 251 2,445 376 4,574 62,750 1,396 69,096 Cash received - employee retention credit (4) — — — 1,055 350 1,405 406 19 — 13 438 Operating cash flow impacts (5) 275,964 1,700 (13,853) (2,383) (34,009) (48,545) (1,066) 3,353 62,750 (30,144) 34,893 Less: Other operating income (115,749) (10,735) (1,308) (89) (236) (12,368) (376) (8,411) (66,759) (4,923) (80,469) Changes in working capital $ 160,215 $ (9,035) $ (15,161) $ (2,472) $ (34,245) $ (60,913) $ (1,442) $ (5,058) $ (4,009) $ (35,067) $ (45,576) Government Relief (including consolidated Senior Housing segments and the former Health Care Services segment) (1) Beginning in 2023, the Company plans to no longer separately report incremental direct costs to respond to the pandemic. (2) During the full year 2020, the Company received $87.5 million under the Medicare Accelerated and Advance Payment Program, of which obligations for $9.6 million were retained by the Company following the HCS Sale. The amount began to be recouped in the full year 2021 and the remaining amount was fully recouped in the six months ended June 30, 2022. (3) During the full year 2020, the Company deferred $72.7 million of the employer portion of social security taxes, of which obligations for $63.1 million were retained by the Company following the HCS Sale. One half was repaid during the full year 2021 and the remaining $31.6 million was repaid during the three months ended December 31, 2022. (4) During the full year 2021, the Company recognized $9.9 million of employee retention credits on wages paid from March 12, 2020 to December 31, 2020 within other operating income. During the full year 2022, the Company recognized $9.4 million of employee retention credits on wages paid in 2021 within other operating income. As of December 31, 2022, the Company has received $1.8 million increasing the Company's net cash provided by (used in) operating activities and has $14.7 million of receivables related to employee retention credits. (5) Impacts included in Adjusted Free Cash Flow.
21 Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Adjusted Free Cash Flow, Net Debt, and Adjusted Net Debt (each as defined in the "Definitions" section), which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non- GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt less current portion, or current portion of long-term debt. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations set forth in this Appendix of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP and to review the information under "Reconciliations of Non-GAAP Financial Measures" in the Company’s earnings release dated February 21, 2023 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.
22 2021 2022 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Net income (loss) $ (108,303) $ (83,604) $ 174,263 $ (81,720) $ (99,364) $ (100,032) $ (84,283) $ (28,374) $ (25,651) $ (238,340) Provision (benefit) for income taxes 752 (792) 15,279 (23,402) (8,163) (1,976) 1,190 (300) (473) (1,559) Equity in (earnings) loss of unconsolidated ventures 531 (13,946) 1,474 1,547 (10,394) 4,894 2,439 2,020 1,429 10,782 Loss (gain) on debt modification and extinguishment, net — — — 1,932 1,932 — — — 1,357 1,357 Non-operating loss (gain) on sale of assets, net (1,112) 79 (288,375) 573 (288,835) 294 (961) 56 16 (595) Other non-operating (income) loss (1,644) (2,948) (571) (740) (5,903) 27 111 (1,877) (10,375) (12,114) Interest expense 48,607 49,057 49,361 48,115 195,140 43,354 48,234 49,873 63,256 204,717 Interest income (421) (341) (286) (301) (1,349) (95) (778) (2,192) (3,870) (6,935) Income (loss) from operations (61,590) (52,495) (48,855) (53,996) (216,936) (53,534) (34,048) 19,206 25,689 (42,687) Depreciation and amortization 83,891 83,591 84,560 85,571 337,613 85,684 86,623 86,922 88,215 347,444 Asset impairment 10,677 2,078 639 9,609 23,003 9,075 2,599 5,688 12,256 29,618 Loss (gain) on sale of communities, net — — — — — — — — (73,850) (73,850) Loss (gain) on facility operating lease termination, net — — — (2,003) (2,003) — — — — — Operating lease expense adjustment (4,664) (5,326) (6,273) (7,017) (23,280) (8,307) (8,308) (8,714) (9,567) (34,896) Non-cash stock-based compensation expense 4,783 4,527 3,568 3,392 16,270 3,885 3,619 3,403 3,559 14,466 Transaction and Organizational Restructuring Costs 1,884 689 943 293 3,809 373 229 346 262 1,210 Adjusted EBITDA (1) $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 $ 37,176 $ 50,714 $ 106,851 $ 46,564 $ 241,305 Other operating income $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 376 $ 8,411 $ 66,759 $ 4,923 $ 80,469 Adjusted EBITDA Reconciliation Non-GAAP Financial Measures (continued) (1) Adjusted EBITDA includes government grants and credits recognized in other operating income.
23 Adjusted EBITDA and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Full Year 2022($ in 000s) Net income (loss) $ (238,340) Provision (benefit) for income taxes (1,559) Equity in (earnings) loss of unconsolidated ventures 10,782 Loss (gain) on debt modification and extinguishment, net 1,357 Non-operating loss (gain) on sale of assets, net (595) Other non-operating (income) loss (12,114) Interest expense 204,717 Interest income (6,935) Income (loss) from operations (42,687) Depreciation and amortization 347,444 Asset impairment 29,618 Loss (gain) on sale of communities, net (73,850) Operating lease expense adjustment (34,896) Non-cash stock-based compensation expense 14,466 Transaction and Organizational Restructuring Costs 1,210 Adjusted EBITDA $ 241,305 Interest expense: financing lease obligations (48,061) Payment of financing lease obligations (22,221) Adjusted EBITDA after cash financing lease payments $ 171,023 Non-GAAP Financial Measures (continued)
24 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of December 31, 2022 Long-term debt (including current portion) $ 3,850,142 Cash and cash equivalents (398,850) Marketable securities (48,680) Cash held as collateral against existing debt (14,132) Net Debt 3,388,480 Operating and financing lease obligations 1,042,591 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (27,776) Adjusted Net Debt $ 4,403,295 Operating and financing lease obligations $ 1,042,591 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDA (27,776) Adjusted operating and financing lease obligations 1,014,815 Operating and financing lease obligations related to corporate office and information technology leases (11,112) Operating and financing lease obligations for Senior Housing Leased Portfolio $ 1,003,703 Non-GAAP Financial Measures (continued)
25 2021 2022 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Net cash provided by (used in) operating activities $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) $ (23,255) $ 11,577 $ 63,521 $ (48,562) $ 3,281 Net cash provided by (used in) investing activities (3,806) 1,561 203,974 (20,272) 181,457 (36,163) (43,838) 22,508 (9,936) (67,429) Net cash provided by (used in) financing activities (35,562) (20,992) (19,177) (37,926) (113,657) (403) (17,690) (19,754) 138,229 100,382 Net increase (decrease) in cash, cash equivalents and restricted cash $ (63,225) $ (16,021) $ 191,997 $ (139,585) $ (26,834) $ (59,821) $ (49,951) $ 66,275 $ 79,731 $ 36,234 Net cash provided by (used in) operating activities $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) $ (23,255) $ 11,577 $ 63,521 $ (48,562) $ 3,281 Distributions from unconsolidated ventures from cumulative share of net earnings — (5,355) (836) — (6,191) (561) — — — (561) Changes in prepaid insurance premiums financed with notes payable 12,985 (4,200) (4,151) (4,634) — 16,629 (5,377) (5,700) (5,552) — Changes in operating lease assets and liabilities for lease termination — — — 2,380 2,380 — — — — — Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (7,563) (7,943) (11,551) (3,908) (30,965) (1,490) (3,367) (4,367) (4,494) (13,718) Non-development capital expenditures, net (27,450) (35,795) (28,193) (45,972) (137,410) (39,326) (45,686) (43,819) (39,335) (168,166) Payment of financing lease obligations (4,789) (4,864) (5,039) (5,182) (19,874) (5,490) (5,610) (5,506) (5,615) (22,221) Adjusted Free Cash Flow (1) $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) $ (53,493) $ (48,463) $ 4,129 $ (103,558) $ (201,385) (1) Adjusted Free Cash Flow includes: Cash received - government grants and credits $ 1,700 $ 405 $ 1,144 $ 601 $ 3,850 $ 782 $ 4,593 $ 62,750 $ 1,409 $ 69,534 Cash payments - deferred payroll taxes $ — $ — $ — $ (31,553) $ (31,553) $ — $ — $ — $ (31,553) $ (31,553) Cash recouped - Medicare advances $ — $ (14,258) $ (3,527) $ (3,057) $ (20,842) $ (1,848) $ (1,240) $ — $ — $ (3,088) 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