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8-K

Brookdale Senior Living Inc. (BKD)

8-K 2023-01-10 For: 2023-01-10
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UNITED STATES<br>SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549
FORM 8-K
CURRENT REPORT<br>Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 10, 2023 Brookdale Senior Living Inc.
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(Exact name of registrant as specified in its charter) Delaware 001-32641 20-3068069
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 111 Westwood Place, Suite 400, Brentwood, Tennessee 37027
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(Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (615) 221-2250
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share BKD New York Stock Exchange
7.00% Tangible Equity Unit BKDT New York Stock Exchange

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

Emerging growth company ☐

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

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 10, 2023, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its consolidated occupancy for December 2022 and certain other information regarding the quarter ended December 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit 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 January 10, 2023

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROOKDALE SENIOR LIVING INC.
Date: January 10, 2023 By: /s/ Steven E. Swain
Name: Steven E. Swain
Title: Executive Vice President and Chief Financial Officer

december2022occupancy8-k

Exhibit 99.1 Brookdale Reports December 2022 Occupancy Nashville, Tenn., January 10, 2023 – Brookdale Senior Living Inc. (NYSE: BKD) reported today its consolidated occupancy for December 2022. December 2022 Observations:  Fourth quarter weighted average occupancy increased 70 basis points compared to the third quarter.  Achieved fourteen consecutive months of year-over-year weighted average occupancy growth.  December’s weighted average occupancy increased 340 basis points year-over-year, and grew 760 basis points since the start of the recovery in March 2021. 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 673 communities in 41 states as of December 31, 2022, with the ability to serve more than 60,000 residents. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or Twitter. Jessica Hazel, VP Investor Relations • 615-564-8104 • email: Jessica.hazel@brookdale.com 70% 75% 80% Dec 2021 Jan 2022 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Average for Month Month end 2021 2022 Occupancy Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Wtd. avg. 73.6% 73.4% 73.3% 73.6% 73.9% 74.6% 75.2% 75.9% 76.4% 76.9% 77.2% 77.0% 77.0% Month end 74.5% 74.2% 74.4% 75.0% 75.3% 76.2% 76.6% 77.1% 77.9% 78.4% 78.2% 78.1% 78.1% Weighted average 1Q 2022 73.4% 2Q 2022 74.6% 3Q 2022 76.4% 4Q 2022 77.1% Brookdale’s Consolidated Occupancy