bkd-20220808
0001332349false00013323492022-08-082022-08-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported)August 8, 2022
Brookdale Senior Living Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3264120-3068069
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
111 Westwood Place,Suite 400,Brentwood,Tennessee37027
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (615)221-2250
 
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Emerging growth company

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




Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On August 8, 2022, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its second quarter 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 second quarter 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 August 8, 2022

99.2     Supplemental Information

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



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BROOKDALE SENIOR LIVING INC.
Date:August 8, 2022By:/s/ Chad C. White
Name:Chad C. White
Title:Executive Vice President, General Counsel and Secretary




Exhibit 99.1

Brookdale Announces Second Quarter 2022 Results

Nashville, Tenn., August 8, 2022 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter ended June 30, 2022.

HIGHLIGHTS

Second quarter consolidated revenue per available unit (RevPAR) increased 10.3% year-over-year.
Second quarter consolidated weighted average occupancy increased 410 basis points year-over-year.
Sequentially, net hires were more than 2.5 times higher and the use of contract labor decreased.
The Company accepted approximately $60.0 million in Phase 4 Provider Relief Fund grants on August 5, 2022.

“For the second quarter, we were pleased to have outperformed the industry in sequential occupancy growth,” said Lucinda (“Cindy”) Baier, Brookdale’s President and CEO. “With our strong occupancy performance, we continue to make significant progress toward accelerating our recovery, even as we continue to navigate the challenging labor environment. To that end, I’m also pleased with the progress we have made in our net hire initiative, which has increased our workforce by 10% since the start of the year. We recently received Phase 4 Provider Relief Fund grants and have updated our guidance to reflect this income and our labor expectations. I want to thank our team members for their extraordinary efforts and dedication to help our residents live their best lives. With greater demographic demand and lower new supply, I’m very excited about the compelling growth trajectory for Brookdale.”

SUMMARY OF SECOND 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
Increase / (Decrease)
Sequential Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)2Q 20222Q 2021AmountPercent1Q 2022AmountPercent
Senior housing resident fee revenue$617.7$559.7$58.010.4%$612.6$5.10.8%
Senior housing facility operating expense$492.9$440.9$52.011.8%$491.3$1.60.3%
RevPAR$4,070$3,688$38210.4%$4,036$340.8%
Weighted average occupancy74.6%70.4%420 bpsn/a73.4%120 bpsn/a
RevPOR$5,456$5,236$2204.2%$5,498$(42)(0.8)%

(1)    The same community senior housing portfolio includes operating results and data for 633 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.
2Q 2022 vs 2Q 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 primarily the result of in-place rate increases.
2Q 2022 vs 1Q 2022:
Same community resident fees increased due to the increase in occupancy, partially offset by lower RevPOR due to discounting and lower resident acuity.
Same community weighted average occupancy increased 120 basis points, representing the Company's best second quarter sequential occupancy growth in more than ten years.

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Facility operating expense.
2Q 2022 vs 2Q 2021:
The increase was primarily due to higher labor expense primarily resulting from an increase in the use of contract labor and overtime as well as merit and market wage rate adjustments.
An increase in food costs due to increased occupancy and higher prices during the period and an increase in repairs and maintenance costs also contributed to the increase in same community facility operating expense.
2Q 2022 vs 1Q 2022:
The increase in same community facility operating expense was primarily due to an increase in food costs resulting from increased occupancy and higher prices during the period, as well as an increase in marketing costs due to seasonal spending.
Same community labor expense was nearly flat sequentially as increases in costs from hours worked by associates, recent wage rate adjustments, and an additional day of expense during the second quarter of 2022 were offset by a decreased use of contract labor and a moderation of COVID-19 related labor costs.
The Company's same community senior housing portfolio incurred $1.9 million, $10.0 million, and $8.3 million of incremental direct costs during the second quarter of 2022, first quarter of 2022, and second 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
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions, except RevPAR and RevPOR)2Q 20222Q 2021AmountPercent1Q 2022AmountPercent
Senior housing resident fee revenue$640.4 $586.7$53.79.2%$637.0$3.40.5%
Health Care Services resident fee revenue (2)
— 87.3(87.3)n/an/a
Total resident fee revenue640.4 674.0(33.6)(5.0)%637.03.40.5%
Management fee revenue3.3 5.0(1.7)(34.0)%3.3
Other operating income8.4 1.37.1NM0.48.0NM
Senior housing facility operating expense513.7 466.447.310.1%512.80.90.2%
Health Care Services facility operating
  expense (2)
84.4(84.4)n/an/a
Total facility operating expense513.7550.8(37.1)(6.7)%512.80.90.2%
General and administrative expense41.852.4(10.6)(20.2)%45.1(3.3)(7.3)%
Net income (loss)(84.3)(83.6)0.70.8%(100.0)(15.7)(15.7)%
Adjusted EBITDA (3)
50.733.117.653.2%37.213.536.3%
RevPAR$4,071$3,692$37910.3%$4,032$391.0%
Weighted average occupancy74.6%70.5%410 bpsn/a73.4%120 bpsn/a
RevPOR$5,459$5,237$2224.2%$5,493$(34)(0.6)%

(2)    The Company sold 80% of its equity in its Health Care Services segment (the "HCS Sale") on July 1, 2021. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment were deconsolidated from the Company's consolidated financial statements.
(3)    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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Senior housing resident fee revenue.
The changes in senior housing resident fee revenue were primarily due to the same community operating results discussed above.
The disposition of nine communities through sales of owned communities and lease terminations since the beginning of the second quarter of 2021 resulted in $5.8 million less in resident fees during the second quarter of 2022 compared to the second quarter of 2021.
The disposition of five communities since the beginning of the first quarter of 2022 resulted in $1.8 million less in resident fees during the second quarter of 2022 compared to the first quarter of 2022.

The table below sets forth the Company's recent consolidated occupancy trend.

2021JanFebMarAprMayJunJulAugSepOctNovDec
Weighted average70.0 %69.4 %69.4 %69.9 %70.5 %71.2 %72.0 %72.5 %73.0 %73.3 %73.5 %73.6 %
Month end70.4 %70.1 %70.6 %71.1 %71.6 %72.6 %73.3 %73.7 %74.2 %74.5 %74.3 %74.5 %
2022JanFebMarAprMayJunJul
Weighted average73.4 %73.3 %73.6 %73.9 %74.6 %75.2 %75.9 %
Month end74.2 %74.4 %75.0 %75.3 %76.2 %76.6 %77.1 %

Other operating income. The Company recognized $8.4 million of government grants and employee retention credits as other operating income during the second quarter of 2022, compared to $0.4 million of government grants during the first quarter of 2022 and $1.3 million of government grants and credits during the second quarter of 2021.

Senior housing facility operating expense.
The changes in senior housing facility operating expense were primarily due to the same community operating results discussed above.
The disposition of nine communities resulted in $5.8 million less in facility operating expenses during the second quarter of 2022 compared to the second quarter of 2021.
The disposition of five communities resulted in $1.8 million less in facility operating expenses during the second quarter of 2022 compared to the first quarter of 2022.

Net income (loss).
2Q 2022 vs 2Q 2021: The increase in net loss was primarily attributable to a decrease in equity in earnings of unconsolidated ventures compared to the prior year period. The increase was partially offset by a decrease in general and administrative expense primarily attributable to a decrease in compensation costs primarily as a result of reductions in the Company's corporate headcount related to the HCS Sale and in estimated incentive compensation costs compared to the prior year period as well as the net impact of the revenue, other operating income, and facility operating expense factors previously discussed.
2Q 2022 vs 1Q 2022: The decrease in net loss was primarily attributable to the net impact of the revenue, other operating income, and facility operating expense previously discussed and decreases in asset impairment expense and general and administrative expense as a result of a decrease in estimated incentive compensation costs compared to the prior period.

Adjusted EBITDA.
2Q 2022 vs 2Q 2021: The increase in Adjusted EBITDA was primarily attributable to the increases in senior housing resident fee revenue and other operating income and the decrease in general and administrative expense due to a decrease in compensation costs primarily as a result of reductions in the Company's corporate headcount related to the HCS Sale and in estimated incentive compensation costs compared to the prior year period. These items were partially offset by the increase in senior housing facility operating expense.
2Q 2022 vs 1Q 2022: The increase in Adjusted EBITDA was primarily attributable to the increases in other operating income and resident fee revenue and the decrease in general and administrative expense, partially offset by the increase in facility operating expense.

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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
Increase / (Decrease)
Sequential
Increase / (Decrease)
($ in millions)2Q 20222Q 2021AmountPercent1Q 2022AmountPercent
Net cash provided by (used in) operating activities$11.6 $3.4 $8.2 NM$(23.3)$34.9 NM
Non-development capital expenditures, net45.7 35.8 9.9 27.7%39.3 6.4 16.3%
Adjusted Free Cash Flow (4)
(48.5)(54.7)6.2 11.3%(53.5)5.0 9.3%

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

Net cash provided by (used in) operating activities.
2Q 2022 vs 2Q 2021: The increase in net cash provided by operating activities was primarily attributable to an increase in same community revenue and a decrease in general and administrative expense compared to the prior year period. These changes were partially offset by an increase in same community facility operating expense and a decrease in distributions from unconsolidated ventures compared to the prior year period.
2Q 2022 vs 1Q 2022: The change in net cash provided by (used in) operating activities was primarily attributable to a decrease in insurance premium payments due to the timing of annual payments, an increase in same community revenue, and an increase in government grants received compared to the prior period.

Non-development capital expenditures, net. The increase in non-development capital expenditures, net was primarily attributable to increased investment in the Company's communities due to unit upgrades as the Company increases move-ins and routine maintenance expenditures.

Adjusted Free Cash Flow.
2Q 2022 vs 2Q 2021: The $6.2 million change in Adjusted Free Cash Flow was primarily attributable to the increase in net cash provided by operating activities, excluding a decrease in distributions from unconsolidated ventures compared to the prior year period. The change was partially offset by the increase in non-development capital expenditures, net compared to the prior year period.
2Q 2022 vs 1Q 2022: The $5.0 million change in Adjusted Free Cash Flow was primarily attributable to the change in net cash provided by (used in) operating activities, excluding $22.0 million of changes in prepaid insurance premiums financed with notes payable. The change was partially offset by the increase in non-development capital expenditures, net compared to the prior period.

Total Liquidity.
Total liquidity of $411.7 million as of June 30, 2022 included $238.8 million of unrestricted cash and cash equivalents, $165.5 million of marketable securities, and $7.4 million of availability on the Company's secured credit facility. Total liquidity as of June 30, 2022 decreased $64.2 million from March 31, 2022, primarily attributable to negative $48.5 million of Adjusted Free Cash Flow, $9.6 million of payments of mortgage debt, and $6.0 million of cash paid for the acquisition of a previously leased community.
On August 5, 2022, the Company accepted approximately $60.0 million of Phase 4 grants from the general distribution of the Public Health and Social Services Emergency Fund ("Provider Relief Fund") administered by the U.S. Department of Health and Human Services ("HHS"), under which grants have been made available to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. The Company expects to recognize the Phase 4 grants in income during the third quarter of 2022.

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2022 OUTLOOK

The Company updated its full year 2022 Adjusted EBITDA guidance to include approximately $60.0 million in Phase 4 Provider Relief Fund grants accepted on August 5, 2022, which it expects to recognize in income during the third quarter of 2022, and to incorporate year-to-date results and revised expectations for the remainder of 2022. The Company maintains its full year 2022 RevPAR growth guidance.

Full Year 2022 Guidance
RevPAR growth
10% - 12%
Adjusted EBITDA
$270 million - $290 million

This guidance excludes the potential impact of any future acquisition or disposition activity. Reconciliation of the non-GAAP financial measure included in the foregoing guidance to the most comparable GAAP financial measure is not available without unreasonable effort due to the inherent difficulty in forecasting the timing or amounts of items required to reconcile Adjusted EBITDA from the Company's net income (loss). Variability in the timing or amounts of items required to reconcile the measure may have a significant impact on the Company's future GAAP results.

SUPPLEMENTAL INFORMATION

The Company will post on its website at www.brookdaleinvestors.com supplemental information relating to the Company's second quarter 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 second quarter 2022 on August 9, 2022 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 "332634".

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 August 16, 2022 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 "027713".

ABOUT BROOKDALE SENIOR LIVING

Brookdale Senior Living Inc. is the nation’s premier operator of senior living communities. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company operates independent living, assisted living, 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 operates and manages 674 communities in 41 states as of June 30, 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 amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.

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SAFE HARBOR

Certain statements in this press release and the associated earnings call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. 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, potentially greater use of contract labor and overtime 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 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
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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
June 30,
Six Months Ended
June 30,
(in thousands, except per share data)2022202120222021
Revenue
Resident fees$640,388 $673,978 $1,277,362 $1,338,328 
Management fees3,329 4,998 6,658 13,564 
Reimbursed costs incurred on behalf of managed communities37,388 43,008 74,529 108,802 
Other operating income8,411 1,308 8,787 12,043 
Total revenue and other operating income 689,516 723,292 1,367,336 1,472,737 
Expense
Facility operating expense (excluding facility depreciation and amortization of $80,944, $77,921, $160,876, and $155,195 respectively)
513,664 550,846 1,026,428 1,107,158 
General and administrative expense (including non-cash stock-based compensation expense of $3,619, $4,527, $7,504, and $9,310 respectively)
41,752 52,400 86,878 102,343 
Facility operating lease expense41,538 43,864 83,102 88,282 
Depreciation and amortization86,623 83,591 172,307 167,482 
Asset impairment2,599 2,078 11,674 12,755 
Costs incurred on behalf of managed communities37,388 43,008 74,529 108,802 
Total operating expense723,564 775,787 1,454,918 1,586,822 
Income (loss) from operations(34,048)(52,495)(87,582)(114,085)
Interest income778 341 873 762 
Interest expense:
Debt(35,693)(35,425)(68,850)(70,776)
Financing lease obligations(11,994)(11,492)(24,052)(22,875)
Amortization of deferred financing costs(1,520)(1,907)(3,062)(3,822)
Change in fair value of derivatives973 (233)4,376 (191)
Equity in earnings (loss) of unconsolidated ventures(2,439)13,946 (7,333)13,415 
Gain (loss) on sale of assets, net961 (79)667 1,033 
Other non-operating income (loss)(111)2,948 (138)4,592 
Income (loss) before income taxes(83,093)(84,396)(185,101)(191,947)
Benefit (provision) for income taxes(1,190)792 786 40 
Net income (loss)(84,283)(83,604)(184,315)(191,907)
Net (income) loss attributable to noncontrolling interest(135)19 (116)37 
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders$(84,418)$(83,585)$(184,431)$(191,870)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders$(0.45)$(0.45)$(0.99)$(1.04)
Weighted average shares used in computing basic and diluted net income (loss) per share186,761 185,182 186,341 184,600 
Page 8



Condensed Consolidated Balance Sheets
(in thousands)June 30, 2022December 31, 2021
Cash and cash equivalents$238,757 $347,031 
Marketable securities165,481 182,393 
Restricted cash29,946 26,845 
Accounts receivable, net49,544 51,137 
Assets held for sale— 3,642 
Prepaid expenses and other current assets, net103,738 87,946 
Total current assets587,466 698,994 
Property, plant and equipment and leasehold intangibles, net4,839,643 4,904,292 
Operating lease right-of-use assets572,191 630,423 
Other assets, net168,996 176,758 
Total assets$6,168,296 $6,410,467 
Current portion of long-term debt$268,341 $63,125 
Current portion of financing lease obligations22,996 22,151 
Current portion of operating lease obligations154,455 148,642 
Other current liabilities408,221 398,036 
Total current liabilities854,013 631,954 
Long-term debt, less current portion3,565,819 3,778,087 
Financing lease obligations, less current portion526,601 532,136 
Operating lease obligations, less current portion620,035 681,876 
Other liabilities83,261 86,791 
Total liabilities5,649,729 5,710,844 
Total Brookdale Senior Living Inc. stockholders' equity516,230 697,402 
Noncontrolling interest2,337 2,221 
Total equity518,567 699,623 
Total liabilities and equity$6,168,296 $6,410,467 
Page 9



Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
(in thousands)20222021
Cash Flows from Operating Activities
Net income (loss)$(184,315)$(191,907)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization, net175,369 171,304 
Asset impairment11,674 12,755 
Equity in (earnings) loss of unconsolidated ventures7,333 (13,415)
Distributions from unconsolidated ventures from cumulative share of net earnings561 5,355 
Amortization of entrance fees(1,267)(876)
Proceeds from deferred entrance fee revenue1,959 2,298 
Deferred income tax (benefit) provision(1,438)(704)
Operating lease expense adjustment(16,615)(9,990)
Change in fair value of derivatives(4,376)191 
Loss (gain) on sale of assets, net(667)(1,033)
Non-cash stock-based compensation expense7,504 9,310 
Other(181)(4,007)
Changes in operating assets and liabilities:
Accounts receivable, net1,592 (1,267)
Prepaid expenses and other assets, net(5,550)1,605 
Prepaid insurance premiums financed with notes payable(11,252)(8,785)
Trade accounts payable and accrued expenses(822)2,131 
Refundable fees and deferred revenue3,956 (8,918)
Operating lease assets and liabilities for lessor capital expenditure
   reimbursements
4,857 15,506 
Net cash provided by (used in) operating activities(11,678)(20,447)
Cash Flows from Investing Activities
Change in lease security deposits and lease acquisition deposits, net155 (75)
Purchase of marketable securities(205,373)(119,914)
Sale and maturities of marketable securities222,500 192,995 
Capital expenditures, net of related payables(96,851)(79,538)
Acquisition of assets(6,004)— 
Investment in unconsolidated ventures(167)(5,359)
Proceeds from sale of assets, net5,739 9,646 
Net cash provided by (used in) investing activities(80,001)(2,245)
Cash Flows from Financing Activities
Proceeds from debt29,302 21,022 
Repayment of debt and financing lease obligations(43,084)(72,970)
Payment of financing costs, net of related payables(116)(172)
Payments of employee taxes for withheld shares(4,195)(4,444)
Other— 10 
Net cash provided by (used in) financing activities(18,093)(56,554)
Net increase (decrease) in cash, cash equivalents, and restricted cash(109,772)(79,246)
Cash, cash equivalents, and restricted cash at beginning of period438,314 465,148 
Cash, cash equivalents, and restricted cash at end of period$328,542 $385,902 
Page 10



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, 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.

Page 11



The table below reconciles the Company's Adjusted EBITDA from net income (loss).
Three Months EndedSix Months Ended
(in thousands)June 30, 2022March 31, 2022June 30, 2021June 30, 2022
Net income (loss)$(84,283)$(100,032)$(83,604)$(184,315)
Provision (benefit) for income taxes1,190 (1,976)(792)(786)
Equity in (earnings) loss of unconsolidated ventures2,439 4,894 (13,946)7,333 
Loss (gain) on sale of assets, net(961)294 79 (667)
Other non-operating (income) loss111 27 (2,948)138 
Interest expense48,234 43,354 49,057 91,588 
Interest income(778)(95)(341)(873)
Income (loss) from operations(34,048)(53,534)(52,495)(87,582)
Depreciation and amortization86,623 85,684 83,591 172,307 
Asset impairment2,599 9,075 2,078 11,674 
Operating lease expense adjustment(8,308)(8,307)(5,326)(16,615)
Non-cash stock-based compensation expense3,619 3,885 4,527 7,504 
Transaction and organizational restructuring costs229 373 689 602 
Adjusted EBITDA(5)
$50,714 $37,176 $33,064 $87,890 

(5)    Adjusted EBITDA includes an $8.4 million, $0.4 million, $1.3 million, and $8.8 million benefit for the three months ended June 30, 2022, March 31, 2022, and June 30, 2021, and six months ended June 30, 2022, respectively, of government grants and credits recognized in other operating income.

Adjusted Free Cash Flow

Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.

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

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

Page 12



The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities.
Three Months Ended
(in thousands)June 30, 2022March 31, 2022June 30, 2021
Net cash provided by (used in) operating activities$11,577 $(23,255)$3,410 
Net cash provided by (used in) investing activities(43,838)(36,163)1,561 
Net cash provided by (used in) financing activities(17,690)(403)(20,992)
Net increase (decrease) in cash, cash equivalents,
    and restricted cash
$(49,951)$(59,821)$(16,021)
Net cash provided by (used in) operating activities$11,577 $(23,255)$3,410 
Distributions from unconsolidated ventures from cumulative share of net earnings— (561)(5,355)
Changes in prepaid insurance premiums financed with notes payable(5,377)16,629 (4,200)
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases(3,367)(1,490)(7,943)
Non-development capital expenditures, net(45,686)(39,326)(35,795)
Payment of financing lease obligations(5,610)(5,490)(4,864)
Adjusted Free Cash Flow (6)
$(48,463)$(53,493)$(54,747)

(6)     Adjusted Free Cash Flow includes:
$4.6 million, $0.8 million, and $0.4 million benefit for the three months ended June 30, 2022, March 31, 2022, and June 30, 2021, respectively, from government grants and credits received.
$1.2 million, $1.8 million, and $14.3 million recoupment of accelerated/advanced Medicare payments for the three months ended June 30, 2022, March 31, 2022, and June 30, 2021 respectively.



Contact:
Kathy MacDonald
SVP Investor Relations
(615) 505-1968
[email protected]
Page 13

Supplemental Information 2nd 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 4,810 Owned 31,603 Leased 20,567 Managed 33 Owned 346 Leased 295 674 communities 56,980 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 $286.5 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services Venture (the "HCS Venture") is accounted for under the equity method of accounting. Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR ) 1Q 2Q 3Q 4Q Full Year 1Q 2Q Better B/ (Worse) (W) B/(W) Resident fee revenue $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 $ 636,974 $ 640,388 $ 1,277,362 (5.0) % (4.6) % Senior Housing resident fee revenue $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 $ 636,974 $ 640,388 9.2 % 9.7 % Health Care Services resident fee revenue (1) $ 86,851 $ 87,313 $ — $ — $ 174,164 $ — $ — N/A N/A Management fee revenue $ 8,566 $ 4,998 $ 3,621 $ 3,413 $ 20,598 $ 3,329 $ 3,329 (33.4) % (50.9) % Other operating income $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 376 $ 8,411 NM (27.0) % Net income (loss) (1) $ (108,303) $ (83,604) $ 174,263 $ (81,720) $ (99,364) $ (100,032) $ (84,283) (0.8) % 4.0 % Net cash provided by (used in) operating activities $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) $ (23,255) $ 11,577 NM 42.9 % Adjusted EBITDA $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 $ 37,176 $ 50,714 53.4 % 29.2 % Adjusted Free Cash Flow $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) $ (53,493) $ (48,463) 11.5 % 3.3 % RevPAR $ 3,631 $ 3,692 $ 3,784 $ 3,828 $ 3,734 $ 4,032 $ 4,071 10.3 % 10.6 % Weighted average occupancy 69.6% 70.5% 72.5% 73.5% 71.5% 73.4% 74.6% 410 bps 400 bps 2Q 2022 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 69 11% 90% > 95% 58 9% 85% > 90% 61 10% 80% > 85% 67 10% 75% > 80% 81 13% 70% > 75% 79 12% Less than 70% 226 35% Total 641 100% Overview As of June 30, 2022 Consolidated: 52,170 Consolidated: 641


 
4 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Senior Housing resident fee revenue $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 $ 636,974 $ 640,388 9.2 % 9.7 % Health Care Services resident fee revenue 86,851 87,313 — — 174,164 — — N/A N/A Management fee revenue 8,566 4,998 3,621 3,413 20,598 3,329 3,329 (33.4) % (50.9) % Other operating income 10,735 1,308 89 236 12,368 376 8,411 NM (27.0) % Senior Housing facility operating expense (469,281) (466,424) (480,423) (488,282) (1,904,410) (512,764) (513,664) (10.1) % (9.7) % Health Care Services facility operating expense (87,031) (84,422) — — (171,453) — — N/A N/A Combined Segment Operating Income 127,339 129,438 123,382 120,792 500,951 127,915 138,464 7.0 % 3.7 % General and administrative expense (1) (43,276) (47,184) (39,301) (35,076) (164,837) (40,868) (37,904) 19.7 % 12.9 % Cash facility operating lease payments (see page 14) (49,082) (49,190) (49,499) (49,867) (197,638) (49,871) (49,846) (1.3) % (1.5) % Adjusted EBITDA (2) 34,981 33,064 34,582 35,849 138,476 37,176 50,714 53.4 % 29.2 % Transaction and Organizational Restructuring Costs (1,884) (689) (943) (293) (3,809) (373) (229) 66.8 % 76.6 % Interest expense, net (see page 14) (46,313) (46,576) (47,096) (46,357) (186,342) (45,120) (46,909) (0.7) % 0.9 % Payment of financing lease obligations (4,789) (4,864) (5,039) (5,182) (19,874) (5,490) (5,610) (15.3) % (15.0) % Changes in working capital (3) (5,320) (1,129) 9,764 (82,394) (79,079) (272) (552) 51.1 % 87.2 % Non-Development Capital Expenditures, net (see page 13) (27,450) (35,795) (28,193) (45,972) (137,410) (39,326) (45,686) (27.6) % (34.4) % Other (4) 101 1,242 (5,645) 5,646 1,344 - 8 (88) (191) NM NM Adjusted Free Cash Flow (5) $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) $ (53,493) $ (48,463) 11.5 % 3.3 % 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 property 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.


 
5 (1) Primarily consists of corporate capital expenditures, lease payments for corporate offices and information technology systems and equipment, state income tax (provision) benefit, Transaction and Organizational Restructuring Costs, changes in working capital, and interest income. (2) All Other primarily includes communities operated by the Company pursuant to management agreements. (3) Resident fee revenue excluded from definitions of RevPAR and RevPOR is $793 thousand. (4) Adjusted EBITDA for the second quarter of 2022 includes $8.4 million of government grants and credits recognized in other operating income. (5) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. 2Q 2022 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Corporate (1) All Other (2) Resident fee revenue (3) $ 640,388 $ 374,231 $ 266,157 $ — $ — Management fee revenue 3,329 — — — 3,329 Other operating income 8,411 5,240 3,171 — — Facility operating expense (513,664) (307,694) (205,970) — — Combined Segment Operating Income 138,464 71,777 63,358 — 3,329 General and administrative expense (excluding non-cash stock-based compensation expense and transaction costs) (see page 12) (37,904) (20,419) (14,523) — (2,962) Cash facility operating lease payments (49,846) — (48,486) (1,360) — Adjusted EBITDA (4) 50,714 51,358 349 (1,360) 367 Transaction and Organizational Restructuring Costs (229) — — (229) — Interest expense, net (46,909) (35,693) (11,658) 442 — Payment of financing lease obligations (5,610) — (5,438) (172) — Changes in working capital (5) (552) — — (552) — Non-Development Capital Expenditures, net (45,686) (25,934) (12,503) (7,249) — Other (191) 382 — (573) — Adjusted Free Cash Flow $ (48,463) $ (9,887) $ (29,250) $ (9,693) $ 367 Adjusted EBITDA and Adjusted Free Cash Flow Distribution


 
6 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 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 (5.2) % (5.0) % Other operating income $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 376 $ 8,411 NM (27.0) % Combined Segment Operating Income $ 127,339 $ 129,438 $ 123,382 $ 120,792 $ 500,951 $ 127,915 $ 138,464 7.0 % 3.7 % Combined segment operating margin 18.6 % 19.0 % 20.4 % 19.8 % 19.4 % 20.0 % 21.2 % 220 bps 180 bps Combined segment adjusted operating margin (2) 17.3 % 18.9 % 20.4 % 19.8 % 19.1 % 19.9 % 20.2 % 130 bps 200 bps Senior Housing Segments (see page 7) Revenue $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 $ 636,974 $ 640,388 9.2 % 9.7 % Other operating income $ 8,152 $ 786 $ 89 $ 236 $ 9,263 $ 376 $ 8,411 NM (1.7) % Senior Housing Operating Income $ 116,370 $ 121,027 $ 119,761 $ 117,379 $ 474,537 $ 124,586 $ 135,135 11.7 % 9.4 % Senior Housing operating margin 19.9 % 20.6 % 20.0 % 19.4 % 19.9 % 19.5 % 20.8 % 20 bps 0 bps Senior Housing adjusted operating margin (2) 18.7 % 20.5 % 19.9 % 19.3 % 19.6 % 19.5 % 19.8 % (70) bps 0 bps Number of communities (period end) 650 648 648 646 646 645 641 (1.1) % (1.1) % Total Average Units 52,971 52,911 52,811 52,665 52,840 52,586 52,368 (1.0) % (0.9) % RevPAR $ 3,631 $ 3,692 $ 3,784 $ 3,828 $ 3,734 $ 4,032 $ 4,071 10.3 % 10.6 % Weighted average occupancy 69.6 % 70.5 % 72.5 % 73.5 % 71.5 % 73.4 % 74.6 % 410 bps 400 bps RevPOR $ 5,219 $ 5,237 $ 5,219 $ 5,210 $ 5,221 $ 5,493 $ 5,459 4.2 % 4.7 % Health Care Services Segment (3) Revenue $ 86,851 $ 87,313 $ — $ — $ 174,164 $ — $ — N/A N/A Other operating income $ 2,583 $ 522 $ — $ — $ 3,105 $ — $ — N/A N/A Segment Operating Income $ 2,403 $ 3,413 $ — $ — $ 5,816 $ — $ — N/A N/A 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 (33.4) % (50.9) % Resident fee revenue under management (4) $ 82,468 $ 64,410 $ 55,156 $ 51,409 $ 253,443 $ 52,898 $ 54,284 (15.7) % (27.0) % 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 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Independent Living Revenue $ 118,782 $ 118,005 $ 119,584 $ 119,167 $ 475,538 $ 124,404 $ 125,578 6.4 % 5.6 % Other operating income $ 1,364 $ 111 $ 9 $ 28 $ 1,512 $ 2 $ 1,159 NM (21.3) % Segment Operating Income $ 37,329 $ 35,292 $ 36,733 $ 36,754 $ 146,108 $ 37,684 $ 38,709 9.7 % 5.2 % Segment operating margin 31.1 % 29.9 % 30.7 % 30.8 % 30.6 % 30.3 % 30.5 % 60 bps (10) bps Segment adjusted operating margin (1) 30.3 % 29.8 % 30.7 % 30.8 % 30.4 % 30.3 % 29.9 % 10 bps 10 bps Number of communities (period end) 68 68 68 68 68 68 68 — % — % Total Average Units 12,539 12,552 12,567 12,567 12,556 12,568 12,569 0.1 % 0.2 % RevPAR $ 3,158 $ 3,134 $ 3,172 $ 3,161 $ 3,156 $ 3,299 $ 3,330 6.3 % 5.4 % Weighted average occupancy 73.6 % 73.5 % 74.7 % 75.1 % 74.2 % 74.6 % 76.0 % 250 bps 180 bps RevPOR $ 4,290 $ 4,266 $ 4,244 $ 4,208 $ 4,252 $ 4,423 $ 4,380 2.7 % 2.9 % Assisted Living and Memory Care Revenue $ 386,938 $ 391,718 $ 402,621 $ 408,444 $ 1,589,721 $ 432,132 $ 434,454 10.9 % 11.3 % Other operating income $ 5,104 $ 629 $ 75 $ 155 $ 5,963 $ 356 $ 6,412 NM 18.1 % Segment Operating Income $ 71,433 $ 77,062 $ 75,324 $ 70,501 $ 294,320 $ 76,863 $ 87,588 13.7 % 10.7 % Segment operating margin 18.2 % 19.6 % 18.7 % 17.3 % 18.4 % 17.8 % 19.9 % 30 bps (10) bps Segment adjusted operating margin (1) 17.1 % 19.5 % 18.7 % 17.2 % 18.1 % 17.7 % 18.7 % (80) bps (10) bps Number of communities (period end) 562 560 560 559 559 558 554 (1.1) % (1.1) % Total Average Units 35,110 35,018 34,893 34,883 34,977 34,817 34,598 (1.2) % (1.0) % RevPAR $ 3,673 $ 3,728 $ 3,845 $ 3,902 $ 3,787 $ 4,136 $ 4,183 12.2 % 12.4 % Weighted average occupancy 68.3 % 69.5 % 71.9 % 73.1 % 70.7 % 73.0 % 74.2 % 470 bps 470 bps RevPOR $ 5,376 $ 5,365 $ 5,347 $ 5,341 $ 5,357 $ 5,665 $ 5,636 5.1 % 5.2 % CCRCs Revenue $ 71,779 $ 76,942 $ 77,890 $ 77,814 $ 304,425 $ 80,438 $ 80,356 4.4 % 8.1 % Other operating income $ 1,684 $ 46 $ 5 $ 53 $ 1,788 $ 18 $ 840 NM (50.4) % Segment Operating Income $ 7,608 $ 8,673 $ 7,704 $ 10,124 $ 34,109 $ 10,039 $ 8,838 1.9 % 15.9 % Segment operating margin 10.4 % 11.3 % 9.9 % 13.0 % 11.1 % 12.5 % 10.9 % (40) bps 90 bps Segment adjusted operating margin (1) 8.3 % 11.2 % 9.9 % 12.9 % 10.6 % 12.5 % 10.0 % (120) bps 140 bps Number of communities (period end) 20 20 20 19 19 19 19 (5.0) % (5.0) % Total Average Units 5,322 5,341 5,351 5,215 5,307 5,201 5,201 (2.6) % (2.5) % RevPAR $ 4,473 $ 4,770 $ 4,824 $ 4,946 $ 4,753 $ 5,109 $ 5,115 7.2 % 10.6 % Weighted average occupancy 68.5 % 70.2 % 71.2 % 72.5 % 70.6 % 73.2 % 73.4 % 320 bps 400 bps RevPOR $ 6,534 $ 6,790 $ 6,777 $ 6,825 $ 6,733 $ 6,976 $ 6,970 2.7 % 4.6 % Senior Housing Segments (1) Excludes other operating income.


 
8 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Revenue $ 552,104 $ 559,667 $ 573,689 $ 580,972 $ 2,266,432 $ 612,602 $ 617,730 10.4 % 10.7 % Other operating income 7,343 763 88 236 8,430 358 8,015 NM 3.3 % Revenue and other operating income 559,447 560,430 573,777 581,208 2,274,862 612,960 625,745 11.7 % 10.6 % Community Labor Expenses (292,256) (291,065) (302,007) (317,206) (1,202,534) (331,013) (331,690) (14.0) % (13.6) % Other facility operating expenses (151,369) (149,805) (153,276) (148,717) (603,167) (160,313) (161,249) (7.6) % (6.8) % Facility operating expenses(2) (443,625) (440,870) (455,283) (465,923) (1,805,701) (491,326) (492,939) (11.8) % (11.3) % Same Community Operating Income $ 115,822 $ 119,560 $ 118,494 $ 115,285 $ 469,161 $ 121,634 $ 132,806 11.1 % 8.1 % Same Community adjusted operating income(3) $ 108,479 $ 118,797 $ 118,406 $ 115,049 $ 460,731 $ 121,276 $ 124,791 5.0 % 8.3 % Same Community operating margin 20.7 % 21.3 % 20.7 % 19.8 % 20.6 % 19.8 % 21.2 % (10) bps (50) bps Same Community adjusted operating margin(3) 19.6 % 21.2 % 20.6 % 19.8 % 20.3 % 19.8 % 20.2 % (100) bps (40) bps Total Average Units 50,589 50,589 50,589 50,591 50,590 50,592 50,594 — % — % RevPAR $ 3,638 $ 3,688 $ 3,780 $ 3,828 $ 3,734 $ 4,036 $ 4,070 10.4 % 10.6 % Weighted average occupancy 69.5 % 70.4 % 72.5 % 73.5 % 71.5 % 73.4 % 74.6 % 420 bps 400 bps RevPOR $ 5,232 $ 5,236 $ 5,214 $ 5,207 $ 5,222 $ 5,498 $ 5,456 4.2 % 4.6 % Same Community Operating Income / Adjusted Operating Income ($ in millions) $115.8 $119.6 $118.5 $115.3 $121.6 $132.8 Same Community Other Operating Income Same Community Adjusted Operating Income 1Q 2021 2Q 2021 3Q 2021 4Q 2021 1Q 2022 2Q 2022 Same Community RevPAR / Weighted Average Occupancy $3,638 $3,688 $3,780 $3,828 $4,036 $4,070 69.5% 70.4% 72.5% 73.5% 73.4% 74.6% RevPAR Weighted Average Occupancy 1Q 2021 2Q 2021 3Q 2021 4Q 2021 1Q 2022 2Q 2022 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 633 communities. (2) Excludes natural disaster expense of $1.6 million for the full year 2021. (3) Excludes other operating income. (2) (3)


 
9 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Independent Living Revenue $ 117,572 $ 116,715 $ 118,100 $ 117,685 $ 470,072 $ 122,846 $ 123,890 6.1 % 5.3 % Other operating income 1,345 111 8 28 1,492 2 1,146 NM (21.2) % Community Labor Expense (49,028) (49,617) (48,360) (48,848) (195,853) (51,053) (52,449) (5.7) % (4.9) % Other facility operating expense (32,839) (32,156) (33,316) (32,531) (130,842) (34,632) (34,430) (7.1) % (6.3) % Facility operating expense (81,867) (81,773) (81,676) (81,379) (326,695) (85,685) (86,879) (6.2) % (5.5) % Same Community Operating Income $ 37,050 $ 35,053 $ 36,432 $ 36,334 $ 144,869 $ 37,163 $ 38,157 8.9 % 4.5 % Same Community operating margin 31.2 % 30.0 % 30.8 % 30.9 % 30.7 % 30.3 % 30.5 % 50 bps (20) bps Same Community adjusted operating margin (2) 30.4 % 29.9 % 30.8 % 30.9 % 30.5 % 30.3 % 29.9 % 0 bps (10) bps Total Average Units 12,373 12,376 12,377 12,377 12,376 12,378 12,379 — % — % RevPAR $ 3,167 $ 3,144 $ 3,181 $ 3,169 $ 3,165 $ 3,308 $ 3,336 6.1 % 5.3 % Weighted average occupancy 73.5 % 73.4 % 74.7 % 75.1 % 74.2 % 74.6 % 75.9 % 250 bps 190 bps RevPOR $ 4,310 $ 4,285 $ 4,259 $ 4,221 $ 4,269 $ 4,435 $ 4,393 2.5 % 2.7 % Assisted Living and Memory Care Revenue $ 378,959 $ 384,404 $ 396,013 $ 401,779 $ 1,561,155 $ 425,894 $ 429,970 11.9 % 12.1 % Other operating income 4,918 609 76 155 5,758 356 6,291 NM 20.3 % Community Labor Expense (209,355) (206,577) (217,984) (231,473) (865,389) (241,429) (240,083) (16.2) % (15.8) % Other facility operating expense (102,331) (101,520) (103,474) (100,468) (407,793) (108,951) (109,340) (7.7) % (7.1) % Facility operating expense (311,686) (308,097) (321,458) (331,941) (1,273,182) (350,380) (349,423) (13.4) % (12.9) % Same Community Operating Income $ 72,191 $ 76,916 $ 74,631 $ 69,993 $ 293,731 $ 75,870 $ 86,838 12.9 % 9.1 % Same Community operating margin 18.8 % 20.0 % 18.8 % 17.4 % 18.7 % 17.8 % 19.9 % (10) bps (50) bps Same Community adjusted operating margin (2) 17.8 % 19.9 % 18.8 % 17.4 % 18.4 % 17.7 % 18.7 % (120) bps (60) bps Total Average Units 34,241 34,238 34,237 34,238 34,239 34,239 34,240 — % — % RevPAR $ 3,689 $ 3,742 $ 3,856 $ 3,912 $ 3,800 $ 4,146 $ 4,186 11.9 % 12.1 % Weighted average occupancy 68.3 % 69.4 % 71.9 % 73.0 % 70.7 % 72.9 % 74.2 % 480 bps 470 bps RevPOR $ 5,405 $ 5,390 $ 5,366 $ 5,357 $ 5,380 $ 5,684 $ 5,642 4.7 % 4.9 % CCRCs Revenue $ 55,573 $ 58,548 $ 59,576 $ 61,508 $ 235,205 $ 63,862 $ 63,870 9.1 % 11.9 % Other operating income 1,080 43 4 53 1,180 — 578 NM (48.5) % Community Labor Expense (33,873) (34,871) (35,663) (36,885) (141,292) (38,531) (39,158) (12.3) % (13.0) % Other facility operating expense (16,199) (16,129) (16,486) (15,718) (64,532) (16,730) (17,479) (8.4) % (5.8) % Facility operating expense (50,072) (51,000) (52,149) (52,603) (205,824) (55,261) (56,637) (11.1) % (10.7) % Same Community Operating Income $ 6,581 $ 7,591 $ 7,431 $ 8,958 $ 30,561 $ 8,601 $ 7,811 2.9 % 15.8 % Same Community operating margin 11.6 % 13.0 % 12.5 % 14.6 % 12.9 % 13.5 % 12.1 % (90) bps 50 bps Same Community adjusted operating margin (2) 9.9 % 12.9 % 12.5 % 14.5 % 12.5 % 13.5 % 11.3 % (160) bps 100 bps Total Average Units 3,975 3,975 3,975 3,976 3,975 3,975 3,975 — % — % RevPAR $ 4,660 $ 4,910 $ 4,996 $ 5,157 $ 4,931 $ 5,355 $ 5,356 9.1 % 11.9 % Weighted average occupancy 68.2 % 69.9 % 71.3 % 72.8 % 70.6 % 73.7 % 73.9 % 400 bps 480 bps RevPOR $ 6,833 $ 7,028 $ 7,005 $ 7,083 $ 6,987 $ 7,267 $ 7,246 3.1 % 4.7 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 67 Independent Living communities, 551 Assisted Living and Memory Care communities, and 15 CCRC communities. (2) Excludes other operating income.


 
10 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Revenue $ 336,160 $ 342,355 $ 350,664 $ 352,894 $ 1,382,073 $ 370,337 $ 374,231 9.3 % 9.7 % Other operating income 5,098 552 77 196 5,923 300 5,240 NM (1.9) % Facility operating expense (280,235) (280,169) (287,180) (290,347) (1,137,931) (304,715) (307,694) (9.8) % (9.3) % Owned Portfolio Operating Income $ 61,023 $ 62,738 $ 63,561 $ 62,743 $ 250,065 $ 65,922 $ 71,777 14.4 % 11.3 % Owned Portfolio operating margin 17.9 % 18.3 % 18.1 % 17.8 % 18.0 % 17.8 % 18.9 % 60 bps 30 bps Owned Portfolio adjusted operating margin (1) 16.6 % 18.2 % 18.1 % 17.7 % 17.7 % 17.7 % 17.8 % (40) bps 30 bps Additional Information Interest expense: property level and corporate debt $ (35,351) $ (35,425) $ (35,708) $ (34,925) $ (141,409) $ (33,157) $ (35,693) (0.8) % 2.7 % Community level capital expenditures, net (see page 13) $ (14,286) $ (16,973) $ (17,237) $ (25,203) $ (73,699) $ (20,907) $ (25,934) (52.8) % (49.8) % Number of communities (period end) 349 348 348 347 347 347 346 (0.6) % (0.6) % Total Average Units 31,844 31,785 31,783 31,648 31,766 31,635 31,694 (0.3) % (0.5) % RevPAR $ 3,514 $ 3,584 $ 3,672 $ 3,711 $ 3,620 $ 3,893 $ 3,928 9.6 % 10.2 % Weighted average occupancy 68.4 % 69.6 % 71.7 % 72.7 % 70.6 % 72.5 % 73.6 % 400 bps 410 bps RevPOR $ 5,135 $ 5,151 $ 5,121 $ 5,108 $ 5,128 $ 5,370 $ 5,333 3.5 % 4.0 % Senior Housing Owned Portfolio Interest Coverage as of June 30, 2022 1.3x Net Debt as of June 30, 2022 (see page 15) $3,414,205 (1) Excludes other operating income.


 
11 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Revenue $ 241,339 $ 244,310 $ 249,431 $ 252,531 $ 987,611 $ 266,637 $ 266,157 8.9 % 9.7 % Other operating income 3,054 234 12 40 3,340 76 3,171 NM (1.2) % Facility operating expense (189,046) (186,255) (193,243) (197,935) (766,479) (208,049) (205,970) (10.6) % (10.3) % Leased Portfolio Operating Income $ 55,347 $ 58,289 $ 56,200 $ 54,636 $ 224,472 $ 58,664 $ 63,358 8.7 % 7.4 % Leased Portfolio operating margin 22.6 % 23.8 % 22.5 % 21.6 % 22.7 % 22.0 % 23.5 % (30) bps (40) bps Leased Portfolio adjusted operating margin (1) 21.7 % 23.8 % 22.5 % 21.6 % 22.4 % 22.0 % 22.6 % (120) bps (40) 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) (2.5) % (2.6) % Community level capital expenditures, net (see page 13) $ (7,550) $ (14,444) $ (3,340) $ (10,713) $ (36,047) $ (12,572) $ (12,503) 13.4 % (14.0) % Number of communities (period end) 301 300 300 299 299 298 295 (1.7) % (1.7) % Total Average Units 21,127 21,126 21,028 21,017 21,074 20,951 20,674 (2.1) % (1.5) % RevPAR $ 3,808 $ 3,855 $ 3,954 $ 4,005 $ 3,905 $ 4,242 $ 4,291 11.3 % 11.4 % Weighted average occupancy 71.3 % 71.9 % 73.7 % 74.7 % 72.9 % 74.8 % 76.0 % 410 bps 380 bps RevPOR $ 5,340 $ 5,361 $ 5,362 $ 5,359 $ 5,356 $ 5,672 $ 5,646 5.3 % 5.8 % Lease Coverage as of June 30, 2022 0.67x Lease Coverage as of June 30, 2022 (excluding other operating income) 0.66x Operating and financing lease obligations as of June 30, 2022 (see page 24)(2) $ 1,280,937 Facility Lease Maturity Information (Leased Portfolio as of June 30, 2022) Initial Lease Maturities Community Count Total Units Cash Facility Lease Payments for the Twelve Months Ended June 30, 2022 2023 35 1,468 $ 14,584 2024 7 904 14,629 2025 121 10,289 103,948 2026 41 1,994 32,969 Thereafter 91 5,912 90,527 Total 295 20,567 $ 256,657 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.


 
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 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 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 7.2 % (2.4) % Senior Housing Leased Portfolio allocation 13,898 15,706 14,941 13,504 58,049 15,795 14,523 7.5 % (2.4) % All Other allocation 4,994 4,257 3,356 2,701 15,308 3,135 2,962 30.4 % 34.1 % Health Care Services allocation 5,026 5,211 — — 10,237 — — N/A N/A Subtotal G&A expense allocations 43,276 47,184 39,301 35,076 164,837 40,868 37,904 19.7 % 12.9 % Non-cash stock-based compensation expense 4,783 4,527 3,568 3,392 16,270 3,885 3,619 20.1% 19.4% Transaction and Organizational Restructuring Costs 1,884 689 943 293 3,809 373 229 66.8% 76.6% General and administrative expense $ 49,943 $ 52,400 $ 43,812 $ 38,761 $ 184,916 $ 45,126 $ 41,752 20.3 % 15.1 % 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 1Q 2Q 3Q 4Q Full Year 1Q 2Q B(W) B(W) Resident fee revenue $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 $ 636,974 $ 640,388 (5.0) % (4.6) % Resident fee revenue under management (2) 82,468 64,410 55,156 51,409 253,443 52,898 54,284 (15.7) % (27.0) % Total (consolidated and under management) (2) $ 746,818 $ 738,388 $ 655,251 $ 656,834 $ 2,797,291 $ 689,872 $ 694,672 (5.9) % (6.8) % G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) G&A expense (excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 5.8% 6.4% 6.0% 5.3% 5.9% 5.9% 5.5% 90 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% 110 bps 60 bps G&A Expense


 
13 ($ in 000s, except for community level capital expenditures, net, per average unit) 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 1Q 2Q 3Q 4Q Full Year 1Q 2Q 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 (52.8) % (49.8) % Senior Housing Leased Portfolio 7,550 14,444 3,340 10,713 36,047 12,572 12,503 13.4 % (14.0) % Community level capital expenditures, net (A) 21,836 31,417 20,577 35,916 109,746 33,479 38,437 (22.3) % (35.0) % Corporate capital expenditures 5,614 4,378 7,616 10,056 27,664 5,847 7,249 (65.6) % (31.1) % Non-Development Capital Expenditures, net 27,450 35,795 28,193 45,972 137,410 39,326 45,686 (27.6) % (34.4) % Development Capital Expenditures, net 1,521 597 608 482 3,208 861 1,829 NM (27.0) % Total capital expenditures, net $ 28,971 $ 36,392 $ 28,801 $ 46,454 $ 140,618 $ 40,187 $ 47,515 (30.6) % (34.2) % Lessor reimbursements: non-development capital expenditures 8,951 10,001 15,688 7,460 42,100 4,697 7,136 Change in related payables 2,439 (7,216) 1,790 (3,074) (6,061) (4,928) 2,244 Total cash paid for capital expenditures $ 40,361 $ 39,177 $ 46,279 $ 50,840 $ 176,657 $ 39,956 $ 56,895 (45.2) % (21.8) % Senior Housing Total Average Units (B) 52,971 52,911 52,811 52,665 52,840 52,586 52,368 (1.0) % (0.9) % Community level capital expenditures, net, per average unit (A/B) $ 412 $ 594 $ 390 $ 682 $ 2,077 $ 637 $ 734 (23.6) % (36.2%) Capital Expenditures


 
14 (1) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 2021 2022 2Q22 vs 2Q21 YTD 2Q22 vs YTD 2Q21 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 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 Operating lease expense adjustment 4,664 5,326 6,273 7,017 23,280 8,307 8,308 Cash facility operating lease payments 49,082 49,190 49,499 49,867 197,638 49,871 49,846 (1.3) % (1.5) % Financing Lease Obligations Interest expense: financing lease obligations 11,383 11,492 11,674 11,733 46,282 12,058 11,994 Payment of financing lease obligations 4,789 4,864 5,039 5,182 19,874 5,490 5,610 Cash financing lease payments 16,172 16,356 16,713 16,915 66,156 17,548 17,604 (7.6) % (8.1) % Total cash facility lease payments (1) $ 65,254 $ 65,546 $ 66,212 $ 66,782 $ 263,794 $ 67,419 $ 67,450 (2.9) % (3.1) % 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 (4.4) % (5.1) % Interest income (421) (341) (286) (301) (1,349) (95) (778) 128.2 % 14.6 % Interest expense: debt 35,351 35,425 35,708 34,925 141,409 33,157 35,693 (0.8) % 2.7 % Interest expense, net 46,313 46,576 47,096 46,357 186,342 45,120 46,909 (0.7) % 0.9 % Amortization of deferred financing costs 1,915 1,907 1,884 1,591 7,297 1,542 1,520 Change in fair value of derivatives (42) 233 95 (134) 152 (3,403) (973) Interest income 421 341 286 301 1,349 95 778 Interest expense per income statement $ 48,607 $ 49,057 $ 49,361 $ 48,115 $ 195,140 $ 43,354 $ 48,234 1.7 % 6.2 % Cash Facility Lease Payments


 
15 $388 $646 $537 $476 $412 $381 $636 $529 $469 $405 $7 $9 $8 $7 $7 06/30/2021 09/30/2021 12/31/2021 03/31/2022 06/30/2022 Total Liquidity ($ in millions) (1) The Company accepted approximately $60 million of Phase 4 grants from the Public Health and Social Services Emergency Fund ("PRF") on August  5, 2022. (2) Includes the carrying amount of debt of which 93.8%, or $3.6 billion, represented non-recourse property-level mortgage financings. (3) Amount includes maturities and recurring principal payments and excludes $27 million in deferred financing costs, net. (4) Reflects rates as of June 30, 2022. (5) Excludes convertible senior notes. (6) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDAR, Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. Leverage Ratios ($ in 000s) Twelve Months Ended June 30, 2022 Annualized Leverage Adjusted EBITDAR (A) $ 357,404 Cash facility operating lease payments (see page 14) (199,083) Adjusted EBITDA 158,321 Cash financing lease payments (see page 14) (68,780) Adjusted EBITDA after cash financing lease payments (B) $ 89,541 As of June 30, 2022 Debt $ 3,834,160 Cash and cash equivalents (238,757) Marketable securities (165,481) Restricted cash held as collateral against existing debt (15,717) Net Debt (C) 3,414,205 38.1 x (C/B) Operating and financing lease obligations (see page 24) (6) 1,294,639 Adjusted Net Debt (D) $ 4,708,844 13.2 x (D/A) Debt ($ in millions) Principal Payments(3) Weighted Rate(4) 2022 $ 29 3.62 % 2023 264 4.37 % 2024 304 4.40 % 2025 347 3.91 % 2026 308 2.50 % Thereafter 2,609 4.07 % Total $ 3,861 3.98 % Capital Structure $224 $2,152 $1,231 $227 Debt Structure(2) ($ in millions) As of June 30, 2022 Weighted Rate Fixed rate debt (5) 4.14 % Variable rate debt 4.04 % Fixed rate convertible senior notes 2.00 % Total debt 3.98 % 56% 32% Fixed rate debt(5) Variable rate debt with interest rate caps Variable rate debt - unhedged 6% Line of credit available to draw Cash and cash equivalents and marketable securities 6% Fixed rate convertible senior notes ~$60 PRF in August 2022 (1)


 
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, and Transaction and Organizational Restructuring Costs. Adjusted EBITDAR is a non-GAAP financial measure that the Company defines as Adjusted EBITDA before cash facility operating lease payments. Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease 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 EBITDAR. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue and other operating income of the Company, less facility operating expense. Combined Segment Operating Income does not include general and administrative expense or depreciation and amortization. Community Labor Expense is a component of facility operating expense that includes regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, payroll taxes, contract labor, employee benefits, and workers compensation. Development Capital Expenditures means capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities. Amounts of Development Capital Expenditures are presented net of lessor reimbursements. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense. Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio Operating Income, excluding resident fee revenue, other operating income, and facility operating expense of communities disposed during such period adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months cash facility lease payments for both operating leases and financing leases, excluding cash lease payments for leases of communities disposed during such period, corporate offices, 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 (mortgage debt and other notes payable) and the outstanding balance on the line of credit, less unrestricted cash, marketable securities, and cash held as collateral against existing debt. NM means not meaningful. Non-Development Capital Expenditures is comprised of corporate and community- level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities. Non-Development Capital Expenditures does not include capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities (i.e. Development Capital Expenditures). Amounts of Non-Development Capital Expenditures are presented net of lessor reimbursements. Owned Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income (excluding 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 YTD 2022 Cumulative Independent Living Other operating income $ 11,823 $ 1,364 $ 111 $ 9 $ 28 $ 1,512 $ 2 $ 1,159 $ 1,161 $ 14,496 Facility operating expense $ 16,089 $ 3,047 $ 1,449 $ 938 $ 430 $ 5,864 $ 1,335 $ 274 $ 1,609 $ 23,562 Assisted Living and Memory Care Other operating income $ 62,585 $ 5,104 $ 629 $ 75 $ 155 $ 5,963 $ 356 $ 6,412 $ 6,768 $ 75,316 Facility operating expense $ 82,483 $ 18,902 $ 6,058 $ 4,798 $ 2,494 $ 32,252 $ 7,588 $ 1,313 $ 8,901 $ 123,636 CCRCs Other operating income $ 18,454 $ 1,684 $ 46 $ 5 $ 53 $ 1,788 $ 18 $ 840 $ 858 $ 21,100 Facility operating expense $ 18,750 $ 3,985 $ 1,442 $ 1,498 $ 467 $ 7,392 $ 1,440 $ 364 $ 1,804 $ 27,946 Senior Housing Total Estimated lost revenue (1) $ 228,500 $ 94,200 $ 81,800 $ 76,400 $ 75,600 $ 328,000 $ 97,000 $ 95,000 $ 192,000 $ 748,500 Other operating income $ 92,862 $ 8,152 $ 786 $ 89 $ 236 $ 9,263 $ 376 $ 8,411 $ 8,787 $ 110,912 Facility operating expense $ 117,322 $ 25,934 $ 8,949 $ 7,234 $ 3,391 $ 45,508 $ 10,363 $ 1,951 $ 12,314 $ 175,144 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 $185.5 million (consisting of $175.1 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 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 January February March April May June July August September October November December 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 January February March April May June July Weighted average 73.4% 73.3% 73.6% 73.9% 74.6% 75.2% 75.9% Month end 74.2% 74.4% 75.0% 75.3% 76.2% 76.6% 77.1% 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.


 
20 Summary Financial Impact: COVID-19 2021 2022 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q YTD 2022 Independent Living Other operating income $ 1,345 $ 111 $ 8 $ 28 $ 1,492 $ 2 $ 1,146 $ 1,148 Facility operating expense $ 2,983 $ 1,364 $ 908 $ 431 $ 5,686 $ 1,310 $ 318 $ 1,628 Assisted Living and Memory Care Other operating income $ 4,918 $ 609 $ 76 $ 155 $ 5,758 $ 356 $ 6,291 $ 6,647 Facility operating expense $ 18,126 $ 5,861 $ 4,740 $ 2,406 $ 31,133 $ 7,496 $ 1,324 $ 8,820 CCRCs Other operating income $ 1,080 $ 43 $ 4 $ 53 $ 1,180 $ — $ 578 $ 578 Facility operating expense $ 3,193 $ 1,036 $ 842 $ 321 $ 5,392 $ 1,154 $ 290 $ 1,444 Total Same Community Other operating income $ 7,343 $ 763 $ 88 $ 236 $ 8,430 $ 358 $ 8,015 $ 8,373 Facility operating expense $ 24,302 $ 8,261 $ 6,490 $ 3,158 $ 42,211 $ 9,960 $ 1,932 $ 11,892 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 YTD 2022 Cash received (recouped) - Medicare advances (1) $ 87,542 $ — $ (14,258) $ (3,527) $ (3,057) $ (20,842) $ (1,848) $ (1,240) $ (3,088) Deferred payroll taxes (2) 72,674 — — — (31,553) (31,553) — — — Cash received - government grants 115,748 1,700 405 89 251 2,445 376 4,574 4,950 Cash received - employee retention credit (3) — — — 1,055 350 1,405 406 19 425 Operating cash flow impacts (4) 275,964 1,700 (13,853) (2,383) (34,009) (48,545) (1,066) 3,353 2,287 Less: Other operating income (115,749) (10,735) (1,308) (89) (236) (12,368) (376) (8,411) (8,787) Changes in working capital $ 160,215 $ (9,035) $ (15,161) $ (2,472) $ (34,245) $ (60,913) $ (1,442) $ (5,058) $ (6,500) Liabilities retained by the Company as of June 30, 2022, due December 2022 $ 31,553 Government Relief (including consolidated Senior Housing segments and the former Health Care Services segment) (1) 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. (2) 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 $31.6 million remaining obligation is due December 31, 2022. (3) 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 three months ended June 30, 2022, the Company recognized $4.7 million of employee retention credits on wages paid in 2021 within other operating income. As of June 30, 2022, the Company has received $1.8 million increasing the Company's net cash provided by (used in) operating activities and has $10.1 million of receivables related to employee retention credits. (4) Impacts included in Adjusted Free Cash Flow.


 
21 Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBITDA after cash financing lease payments, Adjusted Free Cash Flow, Net Debt, and Adjusted Net Debt (each as defined in the "Definitions" section), which are not calculated in accordance with U.S. 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 August 8, 2022 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 Net income (loss) $ (108,303) $ (83,604) $ 174,263 $ (81,720) $ (99,364) $ (100,032) $ (84,283) Provision (benefit) for income taxes 752 (792) 15,279 (23,402) (8,163) (1,976) 1,190 Equity in (earnings) loss of unconsolidated ventures 531 (13,946) 1,474 1,547 (10,394) 4,894 2,439 Loss (gain) on debt modification and extinguishment, net — — — 1,932 1,932 — — Loss (gain) on sale of assets, net (1,112) 79 (288,375) 573 (288,835) 294 (961) Other non-operating (income) loss (1,644) (2,948) (571) (740) (5,903) 27 111 Interest expense 48,607 49,057 49,361 48,115 195,140 43,354 48,234 Interest income (421) (341) (286) (301) (1,349) (95) (778) Income (loss) from operations (61,590) (52,495) (48,855) (53,996) (216,936) (53,534) (34,048) Depreciation and amortization 83,891 83,591 84,560 85,571 337,613 85,684 86,623 Asset impairment 10,677 2,078 639 9,609 23,003 9,075 2,599 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) Non-cash stock-based compensation expense 4,783 4,527 3,568 3,392 16,270 3,885 3,619 Transaction and Organizational Restructuring Costs 1,884 689 943 293 3,809 373 229 Adjusted EBITDA (1) $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 $ 37,176 $ 50,714 Other operating income $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 376 $ 8,411 Adjusted EBITDA Reconciliation Non-GAAP Financial Measures (continued) (1) Adjusted EBITDA includes government grants and credits recognized in other operating income.


 
23 Adjusted EBITDAR; Adjusted EBITDA; and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Twelve Months Ended June 30, 2022($ in 000s) Net income (loss) $ (91,772) Provision (benefit) for income taxes (8,909) Equity in (earnings) loss of unconsolidated ventures 10,354 Loss (gain) on debt modification and extinguishment, net 1,932 Loss (gain) on sale of assets, net (288,469) Other non-operating (income) loss (1,173) Interest expense 189,064 Interest income (1,460) Income (loss) from operations (190,433) Depreciation and amortization 342,438 Asset impairment 21,922 Loss (gain) on facility operating lease termination, net (2,003) Facility operating lease expense 169,178 Non-cash stock-based compensation expense 14,464 Transaction and Organizational Restructuring Costs 1,838 Adjusted EBITDAR $ 357,404 Facility operating lease expense (169,178) Operating lease expense adjustment (29,905) Adjusted EBITDA $ 158,321 Interest expense: financing lease obligations (47,459) Payment of financing lease obligations (21,321) Adjusted EBITDA after cash financing lease payments $ 89,541 Non-GAAP Financial Measures (continued)


 
24 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of June 30, 2022 Long-term debt (including current portion) $ 3,834,160 Cash and cash equivalents (238,757) Marketable securities (165,481) Cash held as collateral against existing debt (15,717) Net Debt 3,414,205 Operating and financing lease obligations 1,324,087 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (29,448) Adjusted Net Debt $ 4,708,844 Operating and financing lease obligations $ 1,324,087 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (29,448) Adjusted operating and financing lease obligations 1,294,639 Operating and financing lease obligations related to corporate office and information technology leases (13,702) Operating and financing lease obligations for Senior Housing Leased Portfolio $ 1,280,937 Non-GAAP Financial Measures (continued)


 
25 2021 2022 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q Net cash provided by (used in) operating activities $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) $ (23,255) $ 11,577 Net cash provided by (used in) investing activities (3,806) 1,561 203,974 (20,272) 181,457 (36,163) (43,838) Net cash provided by (used in) financing activities (35,562) (20,992) (19,177) (37,926) (113,657) (403) (17,690) Net increase (decrease) in cash, cash equivalents and restricted cash $ (63,225) $ (16,021) $ 191,997 $ (139,585) $ (26,834) $ (59,821) $ (49,951) Net cash provided by (used in) operating activities $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) $ (23,255) $ 11,577 Distributions from unconsolidated ventures from cumulative share of net earnings — (5,355) (836) — (6,191) (561) — Changes in prepaid insurance premiums financed with notes payable 12,985 (4,200) (4,151) (4,634) — 16,629 (5,377) 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) Non-development capital expenditures, net (27,450) (35,795) (28,193) (45,972) (137,410) (39,326) (45,686) Payment of financing lease obligations (4,789) (4,864) (5,039) (5,182) (19,874) (5,490) (5,610) Adjusted Free Cash Flow (1) $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) $ (53,493) $ (48,463) (1) Adjusted Free Cash Flow includes: Cash received - government grants and credits $ 1,700 $ 405 $ 1,144 $ 601 $ 3,850 $ 782 $ 4,593 Cash payments - deferred payroll taxes $ — $ — $ — $ (31,553) $ (31,553) $ — $ — Cash recouped - Medicare advances $ — $ (14,258) $ (3,527) $ (3,057) $ (20,842) $ (1,848) $ (1,240) 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