8-K
Brookdale Senior Living Inc. (BKD)
| UNITED STATES<br>SECURITIES AND EXCHANGE COMMISSION<br>Washington, D.C. 20549 | |||||||||
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| FORM | 8-K | ||||||||
| CURRENT REPORT<br>Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 | |||||||||
| Date of Report (Date of earliest event reported) | February 14, 2022 | 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 - Financial Information
Item 2.02 Results of Operations and Financial Condition.
On February 14, 2022, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its fourth quarter and full year 2021 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.
Supplemental information related to the Company's fourth quarter and full year 2021 results is furnished herewith as Exhibit 99.2.
The information furnished pursuant to this Current Report on Form 8-K (including the exhibits hereto) shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered "filed" or incorporated by reference therein.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02 of this report is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release datedFebruary 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BROOKDALE SENIOR LIVING INC. | |||
|---|---|---|---|
| Date: | February 14, 2022 | By: | /s/ Chad C. White |
| Name: | Chad C. White | ||
| Title: | Executive Vice President, General Counsel and Secretary |
Document
Exhibit 99.1
Brookdale Announces Fourth Quarter and Full Year 2021 Results
Nashville, Tenn., February 14, 2022 - Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter and full year ended December 31, 2021.
HIGHLIGHTS
•Fourth quarter revenue per available unit (RevPAR) increased approximately 4% compared to the prior year quarter, including an 80 basis point increase in occupancy.
•Fourth quarter consolidated weighted average occupancy grew 100 basis points sequentially.
•Liquidity of $537 million strengthened by two significant fourth quarter financing transactions.
"In 2021, we proved that we could drive a strong recovery while in the second year of the pandemic," said Lucinda ("Cindy") Baier, Brookdale’s President and CEO. "We delivered ten months of sequential weighted average occupancy growth and maintained rate growth and discipline. We executed several significant transactions during the year to strengthen our liquidity position. Our top priority continues to be the health and wellbeing of our residents and associates. In the fourth quarter, we rapidly completed one or more booster clinics for each of our communities, which can provide our residents incremental protection. For 2022, we will build on our strong foundation and are well positioned for accelerated growth."
SUMMARY OF FOURTH QUARTER RESULTS
Consolidated
The table below presents a summary of consolidated operating results.
| Year-Over-Year<br>Increase / (Decrease) | Sequential<br>Increase / (Decrease) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 4Q 2021 | 4Q 2020 | Amount | Percent | 3Q 2021 | Amount | Percent | |||||
| Senior housing resident fee revenue | $ | 605.4 | $ | 585.5 | $ | 19.9 | 3.4% | $ | 600.1 | $ | 5.3 | 0.9% |
| Health Care Services resident fee revenue (1) | — | 92.0 | (92.0) | n/a | — | — | n/a | |||||
| Total resident fee revenue | 605.4 | 677.5 | (72.1) | (10.6)% | 600.1 | 5.3 | 0.9% | |||||
| Management fee revenue | 3.4 | 10.2 | (6.8) | (66.7)% | 3.6 | (0.2) | (5.6)% | |||||
| Other operating income | 0.2 | 78.3 | (78.1) | (99.7)% | 0.1 | 0.1 | 100.0% | |||||
| Senior housing facility operating expense | 488.3 | 484.7 | 3.6 | 0.7% | 480.4 | 7.9 | 1.6% | |||||
| Health Care Services facility operating<br><br>expense (1) | — | 92.1 | (92.1) | n/a | — | — | n/a | |||||
| Total facility operating expense | 488.3 | 576.8 | (88.5) | (15.3)% | 480.4 | 7.9 | 1.6% | |||||
| General and administrative expense | 38.8 | 45.3 | (6.5) | (14.3)% | 43.8 | (5.0) | (11.4)% | |||||
| Net income (loss) (1) | (81.7) | (44.1) | 37.6 | 85.3% | 174.3 | (256.0) | NM | |||||
| Adjusted EBITDA (2) | 35.8 | 98.6 | (62.8) | (63.7)% | 34.6 | 1.2 | 3.5% |
(1) 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. Net income for the third quarter of 2021 includes a $288.2 million gain on the HCS Sale.
(2) Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure, and other important information regarding the use of the Company's non-GAAP financial measures.
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•Senior housing resident fee revenue.
•The Company estimates that the COVID-19 pandemic resulted in $75.6 million, $76.4 million, and $100.5 million of lost resident fee revenue in the consolidated senior housing portfolio for the fourth quarter of 2021, third quarter of 2021, and fourth quarter of 2020, respectively. The estimated lost resident fee revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-pandemic expectations for the 2020 period.
•4Q 2021 vs 4Q 2020:
◦Consolidated RevPAR increased $155, or 4.2%, to $3,828 as a result of an increase in consolidated RevPOR of $158, or 3.1%, to $5,210 and an increase in consolidated weighted average occupancy of 80 basis points to 73.5%. The fourth quarter of 2021 was the first quarter with year-over-year RevPAR growth since the first full quarter of the COVID-19 pandemic. The increase in RevPOR was primarily the result of in-place rent increases and an occupancy mix shift to more memory care and skilled nursing services.
◦The disposition of six communities through sales of owned communities and lease terminations since the beginning of the fourth quarter of 2020 resulted in $5.1 million less in resident fees during the fourth quarter of 2021 compared to the fourth quarter of 2020.
•4Q 2021 vs 3Q 2021: Consolidated RevPAR increased $44, or 1.2%, to $3,828 as a result of an increase in consolidated weighted average occupancy of 100 basis points to 73.5%, partially offset by a decrease in consolidated RevPOR of 0.2%, to $5,210.
•Management fee revenue.
•Management fee revenue for the fourth quarter of 2021 was lower sequentially and on a year over year basis primarily due to the transition of management arrangements on certain former unconsolidated ventures in which the Company sold its interest and interim management agreements on formerly leased communities.
•Other operating income.
•The Company recognized $0.2 million of government grants as other operating income during the fourth quarter of 2021, compared to $78.3 million of government grants during the fourth quarter of 2020 and $0.1 million of government grants during the third quarter of 2021.
•Senior housing facility operating expense.
•4Q 2021 vs 4Q 2020:
◦Senior housing facility operating expense increased $3.6 million, or 0.7%, primarily due to an increase in labor expense resulting from the increased use of contract labor and overtime to cover open positions, partially offset by a decrease in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefits expense and workers compensation expense.
◦The disposition of communities resulted in $5.5 million less in facility operating expenses during the fourth quarter of 2021 compared to the fourth quarter of 2020.
•4Q 2021 vs 3Q 2021: Senior housing facility operating expense increased $7.9 million, or 1.6%, primarily due to an increase in labor expense resulting from the increased use of contract labor to cover open positions and partially offset by a decrease in employee benefits expense.
•During the fourth quarter of 2021, third quarter of 2021, and fourth quarter of 2020, in the consolidated senior housing portfolio the Company incurred $3.4 million, $7.2 million, and $28.1 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic, including costs for: acquisition of personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee-related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources.
•General and administrative expense.
•4Q 2021 vs 4Q 2020: The decrease in general and administrative expense was primarily attributable to decreases in compensation costs primarily as a result of reductions in the Company's corporate headcount related to the HCS Sale, estimated employee benefits expense, and transaction costs.
•4Q 2021 vs 3Q 2021: The decrease in general and administrative expense was primarily attributable to decreases in estimated incentive compensation costs, estimated employee benefits expense, and transaction costs.
•Net income (loss).
•4Q 2021 vs 4Q 2020: The increase in net loss was primarily attributable to the $78.1 million decrease in other operating income, partially offset by a $21.2 million increase in benefit for income taxes and the increase in senior housing resident fee revenue.
•4Q 2021 vs 3Q 2021: The change in net income (loss) was primarily attributable to gain on sale of assets of $288.2 million recognized in the third quarter of 2021 for the HCS Sale, partially offset by a $38.7 million change in benefit (provision) for income taxes.
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•Adjusted EBITDA.
•4Q 2021 vs 4Q 2020: The decrease in Adjusted EBITDA was primarily attributable to the $78.1 million decrease in other operating income, partially offset by the increase in senior housing resident fee revenue.
•4Q 2021 vs 3Q 2021: The increase in Adjusted EBITDA was primarily attributable to the increase in senior housing resident fee revenue and the decrease in general and administrative expense (excluding non-cash stock based compensation expense and transaction and organizational restructuring costs), partially offset by the increase in senior housing facility operating expense.
•COVID-19 impact.
•Vaccine Update: As of January 31, 2022, the Company's resident vaccine acceptance rate was above 95%. By November 2021, the U.S. Centers for Disease Control and Prevention ("CDC") recommended that all adults receive a vaccine booster dose. The Company has completed at least one booster vaccine clinic for all of its communities. In the second half of 2021, the Company adopted a policy requiring its associates to be vaccinated against COVID-19, subject to certain exceptions necessary to comply with applicable federal, state, and local laws.
•Rebuilding Occupancy. The Company continues to execute on key initiatives to rebuild occupancy lost due to the pandemic. In 2021, the Company achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), senior housing occupancy increased 70 basis points from the third quarter to the fourth quarter of 2021 for stabilized portfolios. The Company's weighted average consolidated senior housing occupancy increased 100 basis points sequentially for the fourth quarter of 2021 compared to the third quarter of 2021. The Company began to experience its typical seasonality pattern in January 2022. The table below sets forth the Company's consolidated occupancy trend.
| Jan 2021 | Feb<br><br>2021 | Mar<br><br>2021 | Apr<br><br>2021 | May 2021 | Jun 2021 | Jul 2021 | Aug 2021 | Sep<br><br>2021 | Oct<br><br>2021 | Nov<br><br>2021 | Dec<br><br>2021 | Jan<br><br>2022 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | % | 73.4 | % |
| 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 | % | 74.2 | % |
•Community Response. As of January 31, 2022, substantially all of the Company's communities were open for new resident move-ins. The Company may revert to more restrictive measures at its communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.
•Financial Relief. In September 2021, the U.S. Department of Health and Human Services ("HHS") announced that it has allocated $17.0 billion for a Phase 4 general distribution from the Provider Relief Fund. During the fourth quarter of 2021, the Company applied for the Phase 4 general distribution. The Company expects to receive the Phase 4 general distribution during the first half of 2022. The Company intends to pursue any additional funding that may become available. There can be no assurance that the Company will qualify for, or receive, such future grants in the amount it expects, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS, or that future funding programs will be made available for which it qualifies.
Same Community Senior Housing (Independent Living (IL), Assisted Living and Memory Care (AL/MC), and CCRCs)
The table below presents a summary of same community operating results and metrics of the Company's consolidated senior housing portfolio.(3)
| Year-Over-Year<br>Increase / (Decrease) | Sequential<br>Increase / (Decrease) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions, except RevPAR and RevPOR) | 4Q 2021 | 4Q 2020 | Amount | Percent | 3Q 2021 | Amount | Percent | ||||||||
| RevPAR | $ | 3,827 | $ | 3,685 | $ | 142 | 3.9% | $ | 3,780 | $ | 47 | 1.2% | |||
| Weighted average occupancy | 73.6 | % | 72.8 | % | 80 bps | n/a | 72.5 | % | 110 bps | n/a | |||||
| RevPOR | $ | 5,204 | $ | 5,064 | $ | 140 | 2.8% | $ | 5,213 | $ | (9) | (0.2)% | |||
| Facility operating expense | $ | 459.1 | $ | 449.1 | $ | 10.0 | 2.2% | $ | 448.3 | $ | 10.8 | 2.4% |
(3) The same community portfolio includes operating results and data for 632 communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. To aid in comparability, same community operating results exclude natural disaster expense.
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•Resident fees.
•The Company estimates that the COVID-19 pandemic resulted in $72.2 million, $73.7 million, and $94.9 million of lost resident fee revenue for the Company's same community senior housing portfolio for the fourth quarter of 2021, third quarter of 2021, and fourth quarter of 2020, respectively.
•4Q 2021 vs 4Q 2020: Same community resident fees increased $21.2 million to $570.2 million attributable to the increase in RevPOR and the increase in occupancy. The increase in RevPOR was primarily the result of in-place rent increases and an occupancy mix shift to more memory care and skilled nursing services.
•4Q 2021 vs 3Q 2021: Same community resident fees increased $7.0 million to $570.2 million primarily attributable to the increase in occupancy.
•Facility operating expense.
•4Q 2021 vs 4Q 2020: The year-over-year increase was primarily due to an increase in labor expense resulting from the increased use of contract labor and overtime to cover open positions, partially offset by a decrease in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefits expense and workers compensation expense.
•4Q 2021 vs 3Q 2021: The increase was primarily due to an increase in labor expense resulting from the increased use of contract labor and overtime to cover open positions, partially offset by a decrease in employee benefits expense.
•The Company's same community senior housing portfolio incurred $3.2 million, $6.4 million, and $26.1 million of incremental direct costs during the fourth quarter of 2021, third quarter of 2021, and fourth quarter of 2020, respectively, to respond to the COVID-19 pandemic.
LIQUIDITY
The table below presents a summary of the Company’s net cash provided by (used in) operating activities and Adjusted Free Cash Flow.
| Year-Over-Year<br><br>Increase / (Decrease) | Sequential<br><br>Increase / (Decrease) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | 4Q 2021 | 4Q 2020 | 3Q 2021 | ||||||||
| Net cash provided by (used in) operating activities | $ | (81.4) | $ | 73.5 | $ | (154.9) | $ | 7.2 | $ | (88.6) | |
| Adjusted Free Cash Flow (4) | (138.7) | 19.9 | (158.6) | (42.6) | (96.1) |
(4) Adjusted Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure and other important information regarding the use of the Company's non-GAAP financial measures.
•Net cash provided by (used in) operating activities.
•4Q 2021 vs 4Q 2020: The change in net cash provided by (used in) operating activities was primarily attributable to $77.2 million of Provider Relief Funds and other government grants received during the prior year period, $22.5 million of the employer portion of social security payroll taxes deferred during the prior year period, and $31.6 million paid during the current year period for previously deferred payroll taxes. These changes were partially offset by an increase in same community resident fee revenue compared to the prior year period.
•4Q 2021 vs 3Q 2021: The change in net cash provided by (used in) operating activities was primarily attributable to $31.6 million paid during the current period for previously deferred payroll taxes and increases in cash payments for employee compensation and real estate taxes compared to the prior period.
•Adjusted Free Cash Flow.
•4Q 2021 vs 4Q 2020: The $158.6 million change in Adjusted Free Cash Flow was primarily attributable to the change in net cash provided by operating activities and an increase in non-development capital expenditures, net compared to the prior year period.
•4Q 2021 vs 3Q 2021: The $96.1 million change in Adjusted Free Cash Flow was primarily attributable to the change in net cash provided by operating activities and an increase in non-development capital expenditures, net compared to the prior period.
•Total Liquidity. Total liquidity of $536.8 million as of December 31, 2021 included $347.0 million of unrestricted cash and cash equivalents, $182.4 million of marketable securities, and $7.4 million of availability on the Company's secured credit facility. Total liquidity as of December 31, 2021 decreased $108.9 million from September 30, 2021, primarily attributable to negative $138.7 million of Adjusted Free Cash Flow and net cash used in financing activities, partially offset by $35.0 million of distributions from the Company's unconsolidated Health Care Services venture.
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TRANSACTION AND FINANCING UPDATE
•Convertible Debt Issuance: On October 1, 2021, the Company issued $230.0 million principal amount of 2.00% convertible senior notes due 2026. The Company received net proceeds of $224.3 million after the deduction of the initial purchasers' discount. The Company used $15.9 million of the net proceeds to pay the Company’s cost of capped call transactions entered into in connection with the issuance, which are expected generally to reduce or offset potential dilution to holders of the Company’s common stock.
•Mortgage Financing: On December 17, 2021, the Company obtained $100.0 million of debt secured by the non-recourse first mortgages on 11 communities. The loan bears interest at a variable rate equal to the 30-day Secured Overnight Financing Rate ("SOFR") plus a margin of 215 basis points and matures in January 2025, with the option to extend for two additional terms of one year each.
•Debt Repayment: During the fourth quarter of 2021, the Company repaid a $45.0 million high-interest-rate note payable and $284.4 million of mortgage debt, including $143.0 million of mortgage debt secured by the 11 communities for which $100.0 million of debt was obtained. Such repayments represented substantially all of the Company's remaining 2022 maturities.
•Health Care Services Venture: On November 1, 2021, the Company's unconsolidated Health Care Services venture sold certain home health, hospice, and outpatient therapy agencies in areas not served by affiliates of HCA Healthcare, Inc. to LHC Group Inc. Upon the completion of the sale, the Company received $35.0 million of cash distributions from the venture from the net sale proceeds. The Company continues to own a 20% equity interest in the remaining Health Care Services venture, which continues to operate home health, hospice, and outpatient therapy agencies in areas served by affiliates of HCA Healthcare, Inc.
FULL YEAR RESULTS
Consolidated
The table below presents a summary of consolidated operating results.
| Year-Over-Year<br>Increase / (Decrease) | |||||||
|---|---|---|---|---|---|---|---|
| ($ in millions) | 2021 | 2020 | Amount | Percent | |||
| Senior housing resident fee revenue | $ | 2,369.6 | $ | 2,525.8 | $ | (156.2) | (6.2)% |
| Health Care Services resident fee revenue (5) | 174.2 | 366.8 | (192.6) | (52.5)% | |||
| Total resident fee revenue | 2,543.8 | 2,892.6 | (348.8) | (12.1)% | |||
| Management fee revenue | 20.6 | 130.7 | (110.1) | (84.2)% | |||
| Other operating income | 12.4 | 115.7 | (103.3) | (89.3)% | |||
| Senior housing facility operating expense | 1,904.4 | 1,954.1 | (49.7) | (2.5)% | |||
| Health Care Services facility operating expense (5) | 171.5 | 387.8 | (216.3) | (55.8)% | |||
| Total facility operating expense | 2,075.9 | 2,341.9 | (266.0) | (11.4)% | |||
| General and administrative expense | 184.9 | 206.6 | (21.7) | (10.5)% | |||
| Net income (loss) (5) | (99.4) | 81.9 | (181.3) | NM | |||
| Adjusted EBITDA (6) | 138.5 | 264.4 | (125.9) | (47.6)% | |||
| $100.0 million management termination fee and one-time cash lease payment | — | 19.2 | (19.2) | NM | |||
| Adjusted EBITDA, excluding $100.0 million management termination fee and one-<br> time cash lease payment | 138.5 | 283.6 | (145.1) | (51.2)% |
(5) 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.
(6) Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. See "Reconciliations of Non-GAAP Financial Measures" for the Company's definition of such measure, reconciliations to the most comparable GAAP financial measure, and other important information regarding the use of the Company's non-GAAP financial measures. Unless otherwise indicated, Adjusted EBITDA for 2020 includes the $100.0 million management agreement termination fee payment received from Healthpeak Properties, Inc. ("Healthpeak") in connection with the sale of the Company's ownership interest in the entry fee CCRC venture, which closed on January 31, 2020, and the $119.2 million one-time cash lease payment made to Ventas, Inc. ("Ventas") in connection with the Company’s lease restructuring transaction effective July 26, 2020.
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OUTLOOK
For the full year 2022, the Company is providing the following guidance:
| Full Year 2022 Guidance | |
|---|---|
| RevPAR growth | 10% - 12% |
| Adjusted EBITDA | $240 million - $260 million |
This guidance excludes the potential impact of any additional government financial relief including distributions from the Provider Relief Fund, and future acquisition or disposition activity other than the planned disposition of two communities classified as held for sale and the termination of the Company's lease obligations on two communities for which it has provided notice of non-renewal. Reconciliation of the non-GAAP financial measure included in the foregoing guidance to the most comparable GAAP financial measure is not available without unreasonable effort due to the inherent difficulty in forecasting the timing or amounts of items required to reconcile Adjusted EBITDA from the Company's net income (loss). Variability in the timing or amounts of items required to reconcile the measure may have a significant impact on the Company's future GAAP results.
SUPPLEMENTAL INFORMATION
The Company will post on its website at www.brookdaleinvestors.com supplemental information relating to the Company's fourth quarter and full year 2021 results, an updated investor presentation, and a copy of this earnings release. The supplemental information and a copy of this earnings release will also be furnished in a Form 8-K to be filed with the SEC.
EARNINGS CONFERENCE CALL
Brookdale's management will conduct a conference call to discuss the financial results for the fourth quarter and full year 2021 on February 15, 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 "868526".
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 to the call to download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website following the call.
For those who cannot listen to the live call, a replay of the webcast will be available until 11:59 PM ET on February 22, 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 “854859”.
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 679 communities in 41 states as of December 31, 2021, with the ability to serve more than 60,000 residents. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook at facebook.com/brookdaleseniorliving or Twitter at twitter.com/brookdaleliving.
DEFINITIONS OF RevPAR AND RevPOR
RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding 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 class action and stockholder derivative
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complaints; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; changes in, or its failure to comply with, employment-related laws and regulations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release and/or associated earnings call. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release and/or associated earnings call to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
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Condensed Consolidated Statements of Operations
| Three Months Ended<br>December 31, | Years Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||
| Revenue | ||||||||
| Resident fees | $ | 605,425 | $ | 677,460 | $ | 2,543,848 | $ | 2,892,567 |
| Management fees | 3,413 | 10,230 | 20,598 | 130,690 | ||||
| Reimbursed costs incurred on behalf of managed communities | 34,794 | 86,186 | 181,445 | 401,189 | ||||
| Other operating income | 236 | 78,291 | 12,368 | 115,749 | ||||
| Total revenue and other operating income | 643,868 | 852,167 | 2,758,259 | 3,540,195 | ||||
| Expense | ||||||||
| Facility operating expense (excluding facility depreciation and amortization of $79,879, $81,642, $313,830, and $334,768, respectively) | 488,282 | 576,813 | 2,075,863 | 2,341,859 | ||||
| General and administrative expense (including non-cash stock-based compensation expense of $3,392, $2,535, $16,270, and $20,747, respectively) | 38,761 | 45,324 | 184,916 | 206,575 | ||||
| Facility operating lease expense | 42,850 | 45,553 | 174,358 | 224,033 | ||||
| Depreciation and amortization | 85,571 | 87,513 | 337,613 | 359,226 | ||||
| Asset impairment | 9,609 | 10,579 | 23,003 | 107,308 | ||||
| Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | (2,003) | (2,303) | ||||
| Costs incurred on behalf of managed communities | 34,794 | 86,186 | 181,445 | 401,189 | ||||
| Total operating expense | 697,864 | 849,665 | 2,975,195 | 3,637,887 | ||||
| Income (loss) from operations | (53,996) | 2,502 | (216,936) | (97,692) | ||||
| Interest income | 301 | 494 | 1,349 | 4,799 | ||||
| Interest expense: | ||||||||
| Debt | (34,925) | (36,172) | (141,409) | (153,817) | ||||
| Financing lease obligations | (11,733) | (11,452) | (46,282) | (48,534) | ||||
| Amortization of deferred financing costs | (1,457) | (1,827) | (7,449) | (6,428) | ||||
| Gain (loss) on debt modification and extinguishment, net | (1,932) | (211) | (1,932) | 10,896 | ||||
| Equity in earnings (loss) of unconsolidated ventures | (1,547) | (1,244) | 10,394 | (2,107) | ||||
| Gain (loss) on sale of assets, net | (573) | 513 | 288,835 | 374,532 | ||||
| Other non-operating income (loss) | 740 | 1,050 | 5,903 | 5,648 | ||||
| Income (loss) before income taxes | (105,122) | (46,347) | (107,527) | 87,297 | ||||
| Benefit (provision) for income taxes | 23,402 | 2,208 | 8,163 | (5,352) | ||||
| Net income (loss) | (81,720) | (44,139) | (99,364) | 81,945 | ||||
| Net (income) loss attributable to noncontrolling interest | 18 | 19 | 74 | 74 | ||||
| Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ | (81,702) | $ | (44,120) | $ | (99,290) | $ | 82,019 |
| Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders: | ||||||||
| Basic | $ | (0.44) | $ | (0.24) | $ | (0.54) | $ | 0.45 |
| Diluted | $ | (0.44) | $ | (0.24) | $ | (0.54) | $ | 0.44 |
| Weighted average common shares outstanding: | ||||||||
| Basic | 185,370 | 183,389 | 184,975 | 183,498 | ||||
| Diluted | 185,370 | 183,389 | 184,975 | 184,386 |
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Condensed Consolidated Balance Sheets
| (in thousands) | December 31, 2021 | December 31, 2020 | ||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 347,031 | $ | 380,420 |
| Marketable securities | 182,393 | 172,905 | ||
| Restricted cash | 26,845 | 28,059 | ||
| Accounts receivable, net | 51,137 | 109,221 | ||
| Assets held for sale | 3,642 | 16,061 | ||
| Prepaid expenses and other current assets, net | 87,946 | 66,937 | ||
| Total current assets | 698,994 | 773,603 | ||
| Property, plant and equipment and leasehold intangibles, net | 4,904,292 | 5,068,060 | ||
| Operating lease right-of-use assets | 630,423 | 788,138 | ||
| Other assets, net | 176,758 | 271,957 | ||
| Total assets | $ | 6,410,467 | $ | 6,901,758 |
| Current portion of long-term debt | $ | 63,125 | $ | 68,885 |
| Current portion of financing lease obligations | 22,151 | 19,543 | ||
| Current portion of operating lease obligations | 148,642 | 146,226 | ||
| Other current liabilities | 398,036 | 456,079 | ||
| Total current liabilities | 631,954 | 690,733 | ||
| Long-term debt, less current portion | 3,778,087 | 3,847,103 | ||
| Financing lease obligations, less current portion | 532,136 | 543,764 | ||
| Operating lease obligations, less current portion | 681,876 | 819,429 | ||
| Other liabilities | 86,791 | 198,000 | ||
| Total liabilities | 5,710,844 | 6,099,029 | ||
| Total Brookdale Senior Living Inc. stockholders' equity | 697,402 | 800,434 | ||
| Noncontrolling interest | 2,221 | 2,295 | ||
| Total equity | 699,623 | 802,729 | ||
| Total liabilities and equity | $ | 6,410,467 | $ | 6,901,758 |
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Condensed Consolidated Statements of Cash Flows
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | ||
| Cash Flows from Operating Activities | ||||
| Net income (loss) | $ | (99,364) | $ | 81,945 |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
| Loss (gain) on debt modification and extinguishment, net | 1,932 | (10,896) | ||
| Depreciation and amortization, net | 345,062 | 365,654 | ||
| Asset impairment | 23,003 | 107,308 | ||
| Equity in (earnings) loss of unconsolidated ventures | (10,394) | 2,107 | ||
| Distributions from unconsolidated ventures from cumulative share of net earnings | 6,191 | 766 | ||
| Amortization of entrance fees | (1,758) | (2,122) | ||
| Proceeds from deferred entrance fee revenue | 3,562 | 734 | ||
| Deferred income tax (benefit) provision | (9,837) | (5,840) | ||
| Operating lease expense adjustment | (23,280) | (136,276) | ||
| Loss (gain) on sale of assets, net | (288,835) | (374,532) | ||
| Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | ||
| Non-cash stock-based compensation expense | 16,270 | 20,747 | ||
| Other | (4,689) | (2,777) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | 502 | 24,277 | ||
| Prepaid expenses and other assets, net | (15,483) | 24,707 | ||
| Trade accounts payable and accrued expenses | (54,032) | 27,294 | ||
| Refundable fees and deferred revenue | (10,066) | 62,614 | ||
| Operating lease assets and liabilities for lessor capital expenditure<br>reimbursements | 30,965 | 22,242 | ||
| Operating lease assets and liabilities for lease termination | (2,380) | — | ||
| Net cash provided by (used in) operating activities | (94,634) | 205,649 | ||
| Cash Flows from Investing Activities | ||||
| Change in lease security deposits and lease acquisition deposits, net | (100) | 3,569 | ||
| Purchase of marketable securities | (362,257) | (378,269) | ||
| Sale and maturities of marketable securities | 352,988 | 275,000 | ||
| Capital expenditures, net of related payables | (176,657) | (185,871) | ||
| Acquisition of assets, net of related payables and cash received | — | (472,193) | ||
| Investment in unconsolidated ventures | (5,436) | (4,082) | ||
| Distributions received from unconsolidated ventures | 37,113 | — | ||
| Proceeds from sale of assets, net | 334,006 | 331,316 | ||
| Proceeds from notes receivable | 1,800 | 5,419 | ||
| Net cash provided by (used in) investing activities | 181,457 | (425,111) | ||
| Cash Flows from Financing Activities | ||||
| Proceeds from debt | 352,962 | 963,099 | ||
| Repayment of debt and financing lease obligations | (441,571) | (538,859) | ||
| Proceeds from line of credit | — | 166,381 | ||
| Repayment of line of credit | — | (166,381) | ||
| Purchase of treasury stock, net of related payables | — | (18,123) | ||
| Purchase of capped call transactions | (15,916) | — | ||
| Payment of financing costs, net of related payables | (3,904) | (19,649) | ||
| Payments of employee taxes for withheld shares | (4,820) | (4,037) | ||
| Other | (408) | 482 | ||
| Net cash provided by (used in) financing activities | (113,657) | 382,913 | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (26,834) | 163,451 | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 465,148 | 301,697 | ||
| Cash, cash equivalents, and restricted cash at end of period | $ | 438,314 | $ | 465,148 |
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Non-GAAP Financial Measures
This earnings release contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. The Company cautions investors that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. The Company urges investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility operating lease termination, operating lease expense adjustment, non-cash stock-based compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance.
The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods; and (iii) the Company believes that this measure is used by research analysts and investors to evaluate the Company’s operating results and to value companies in its industry.
Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization and impairment charges may represent the wear and tear and/or reduction in value of the Company’s communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
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The tables below reconcile the Company's Adjusted EBITDA from net income (loss).
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2021 | September 30, 2021 | December 31, 2020 | |||
| Net income (loss) | $ | (81,720) | $ | 174,263 | $ | (44,139) |
| Provision (benefit) for income taxes | (23,402) | 15,279 | (2,208) | |||
| Equity in (earnings) loss of unconsolidated ventures | 1,547 | 1,474 | 1,244 | |||
| Loss (gain) on debt modification and extinguishment, net | 1,932 | — | 211 | |||
| Loss (gain) on sale of assets, net | 573 | (288,375) | (513) | |||
| Other non-operating (income) loss | (740) | (571) | (1,050) | |||
| Interest expense | 48,115 | 49,361 | 49,451 | |||
| Interest income | (301) | (286) | (494) | |||
| Income (loss) from operations | (53,996) | (48,855) | 2,502 | |||
| Depreciation and amortization | 85,571 | 84,560 | 87,513 | |||
| Asset impairment | 9,609 | 639 | 10,579 | |||
| Loss (gain) on facility operating lease termination, net | (2,003) | — | (2,303) | |||
| Operating lease expense adjustment | (7,017) | (6,273) | (4,000) | |||
| Non-cash stock-based compensation expense | 3,392 | 3,568 | 2,535 | |||
| Transaction and organizational restructuring costs | 293 | 943 | 1,778 | |||
| Adjusted EBITDA(7) | $ | 35,849 | $ | 34,582 | $ | 98,604 |
(7) Adjusted EBITDA includes $0.2 million, $0.1 million, and $78.3 million benefit for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020, respectively, of Provider Relief Funds and other government grants and credits recognized in other operating income.
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| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | ||
| Net income (loss) | $ | (99,364) | $ | 81,945 |
| Provision (benefit) for income taxes | (8,163) | 5,352 | ||
| Equity in (earnings) loss of unconsolidated ventures | (10,394) | 2,107 | ||
| Loss (gain) on debt modification and extinguishment, net | 1,932 | (10,896) | ||
| Loss (gain) on sale of assets, net | (288,835) | (374,532) | ||
| Other non-operating (income) loss | (5,903) | (5,648) | ||
| Interest expense | 195,140 | 208,779 | ||
| Interest income | (1,349) | (4,799) | ||
| Income (loss) from operations | (216,936) | (97,692) | ||
| Depreciation and amortization | 337,613 | 359,226 | ||
| Asset impairment | 23,003 | 107,308 | ||
| Loss (gain) on facility operating lease termination, net | (2,003) | (2,303) | ||
| Operating lease expense adjustment | (23,280) | (136,276) | ||
| Non-cash stock-based compensation expense | 16,270 | 20,747 | ||
| Transaction and organizational restructuring costs | 3,809 | 13,377 | ||
| Adjusted EBITDA(8) | $ | 138,476 | $ | 264,387 |
| $100.0 million management termination fee | — | (100,000) | ||
| $119.2 million one-time cash lease payment | — | 119,180 | ||
| Adjusted EBITDA, excluding $100.0 million management termination fee and $119.2 million one-time cash lease payment | $ | 138,476 | $ | 283,567 |
(8) Adjusted EBITDA includes:
•$12.4 million and $115.7 million benefit for the years ended December 31, 2021 and 2020, respectively, of Provider Relief Funds and other government grants and credits recognized in other operating income
•$119.2 million for the year ended December 31, 2020 for the one-time cash lease payment made to Ventas in connection with the Company's lease restructuring transaction effective July 26, 2020
•$100.0 million benefit for the year ended December 31, 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of the Company's ownership interest in the entry fee CCRC venture
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Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.
The Company believes that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective sources of operating liquidity, and to review the Company’s ability to service its outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.
Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect the Company’s liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.
The tables below reconcile Adjusted Free Cash Flow from net cash provided by (used in) operating activities.
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | December 31, 2021 | September 30, 2021 | December 31, 2020 | |||
| Net cash provided by (used in) operating activities | $ | (81,387) | $ | 7,200 | $ | 73,499 |
| Net cash provided by (used in) investing activities | (20,272) | 203,974 | (81,147) | |||
| Net cash provided by (used in) financing activities | (37,926) | (19,177) | (20,279) | |||
| Net increase (decrease) in cash, cash equivalents,<br> and restricted cash | $ | (139,585) | $ | 191,997 | $ | (27,927) |
| Net cash provided by (used in) operating activities | $ | (81,387) | $ | 7,200 | $ | 73,499 |
| Distributions from unconsolidated ventures from cumulative share of net earnings | — | (836) | — | |||
| Changes in prepaid insurance premiums financed with notes payable | (4,634) | (4,151) | (5,823) | |||
| Changes in operating lease assets and liabilities for lease termination | 2,380 | — | — | |||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (3,908) | (11,551) | (8,602) | |||
| Non-development capital expenditures, net | (45,972) | (28,193) | (34,643) | |||
| Payment of financing lease obligations | (5,182) | (5,039) | (4,556) | |||
| Adjusted Free Cash Flow (9) | $ | (138,703) | $ | (42,570) | $ | 19,875 |
(9) Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $0.3 million, $0.9 million, and $1.8 million for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020, respectively. Additionally, Adjusted Free Cash Flow includes:
•$0.6 million, $1.1 million, and $77.2 million benefit for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020, respectively, from Provider Relief Funds and other government grants and credits received
•$3.0 million and $3.5 million recoupment of accelerated/advanced Medicare payments for the three months ended December 31, 2021 and September 30, 2021, respectively
•$31.6 million paid during the three months ended December 31, 2021 for payroll taxes deferred for the year ended December 31, 2020
•$22.5 million benefit from payroll taxes deferred for the three months ended December 31, 2020
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| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | ||
| Net cash provided by (used in) operating activities | $ | (94,634) | $ | 205,649 |
| Net cash provided by (used in) investing activities | 181,457 | (425,111) | ||
| Net cash provided by (used in) financing activities | (113,657) | 382,913 | ||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | (26,834) | $ | 163,451 |
| Net cash provided by (used in) operating activities | $ | (94,634) | $ | 205,649 |
| Distributions from unconsolidated ventures from cumulative share of net earnings | (6,191) | (766) | ||
| Changes in operating lease assets and liabilities for lease termination | 2,380 | — | ||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (30,965) | (22,242) | ||
| Non-development capital expenditures, net | (137,410) | (139,592) | ||
| Payment of financing lease obligations | (19,874) | (18,868) | ||
| Adjusted Free Cash Flow (10) | $ | (286,694) | $ | 24,181 |
(10) Adjusted Free Cash Flow includes transaction and organizational restructuring costs of $3.8 million and $13.4 million for the years ended December 31, 2021 and 2020, respectively. Additionally, Adjusted Free Cash Flow includes:
•$3.9 million and $115.7 million benefit for the years ended December 31, 2021 and 2020, respectively, from Provider Relief Funds and other government grants and credits received
•$87.5 million benefit from accelerated/advanced Medicare payments received for the year ended December 31, 2020
•$20.8 million recoupment of accelerated/advanced Medicare payments for the year ended December 31, 2021
•$119.2 million one-time cash lease payment made to Ventas in connection with the Company's lease restructuring transaction effective July 26, 2020 for the year ended December 31, 2020
•$100.0 million benefit from the management agreement termination fee payment received from Healthpeak for the year ended December 31, 2020
•$72.7 million benefit from payroll taxes deferred for the year ended December 31, 2020
•$31.6 million paid during the year ended December 31, 2021 for deferred payroll taxes for the year ended December 31, 2020
Contact:
Kathy MacDonald
SVP Investor Relations
(615) 505-1968
Kathy.MacDonald@brookdale.com
Page 16
supplement
Supplemental Information 4th Quarter 2021 Exhibit 99.2
2 COVID-19 Financial Impact 3 Overview 4 Segment Overview 7 Senior Housing 8 G&A Expense 13 Capital Expenditures 14 Cash Facility Lease Payments 15 Capital Structure 16 Definitions 17 Appendices: Summary Financial Impact: COVID-19 20 Non-GAAP Financial Measures 23 Table of Contents
3 COVID-19 Financial Impact 4Q 2021 ($ in 000s) Full Year 2020 Consolidated Total 1Q 2021 Consolidated Total 2Q 2021 Consolidated Total 3Q 2021 Consolidated Total Independent Living Assisted Living and Memory Care CCRCs 4Q 2021 Consolidated Total YTD 2021 Consolidated Total Estimated lost resident fee revenue $ 281,100 $ 117,500 $ 109,500 $ 76,400 $ 19,800 $ 47,800 $ 8,000 $ 75,600 $ 379,000 Other operating income 115,749 10,735 1,308 89 28 155 53 236 12,368 Facility operating expense 125,534 27,337 9,741 7,234 430 2,494 467 3,391 47,703 The COVID-19 pandemic adversely impacted the Company's occupancy and resident fee revenue during 2020 and 2021 and resulted in incremental direct costs to respond to the pandemic, including costs for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee- related costs, including labor, workers compensation, and health plan expense; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. In the aggregate, for the years ended December 31, 2021 and 2020, the Company has incurred $173.2 million of pandemic-related expenses, of which 40% related to employee-related costs, 36% related to PPE and medical supplies, and 24% related to cleaning and other costs. During the fourth quarter of 2021 under the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"): • $31.6 million of deferred payroll taxes were paid, reducing the Company's net cash provided by operating activities and Adjusted Free Cash Flow with no impact on revenue or results of operations. • $3.0 million of advanced payments from Medicare were recouped, reducing the Company's net cash provided by operating activities and Adjusted Free Cash Flow with no impact on revenue or results of operations. The following tables present the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated and Senior Housing Same Community 2020 and 2021 results. The estimated lost revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-pandemic expectations for the 2020 period. Presentations of these impacts are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. See pages 20-22 for the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated and Senior Housing Same Community quarterly and full year 2020 and 2021 results. 4Q 2021 ($ in 000s) Full Year 2020 Same Community 1Q 2021 Same Community 2Q 2021 Same Community 3Q 2021 Same Community Independent Living Assisted Living and Memory Care CCRCs 4Q 2021 Same Community YTD 2021 Same Community Estimated lost resident fee revenue $ 211,200 $ 88,900 $ 79,200 $ 73,700 $ 19,600 $ 47,500 $ 5,100 $ 72,200 $ 314,000 Other operating income 83,446 7,250 752 87 28 155 52 235 8,324 Facility operating expense 107,303 24,394 8,185 6,411 408 2,483 280 3,171 42,161 Estimated Impact on Consolidated Portfolio Estimated Impact on Senior Housing: Same Community January 2021 February 2021 March 2021 1Q 2021 April 2021 May 2021 June 2021 2Q 2021 July 2021 August 2021 September 2021 3Q 2021 October 2021 November 2021 December 2021 4Q 2021 January 2022 Weighted average 70.0% 69.4% 69.4% 69.6% 69.9% 70.5% 71.2% 70.5% 72.0% 72.5% 73.0% 72.5% 73.3% 73.5% 73.6% 73.5% 73.4% Period end 70.4% 70.1% 70.6% 70.6% 71.1% 71.6% 72.6% 72.6% 73.3% 73.7% 74.2% 74.2% 74.5% 74.3% 74.5% 74.5% 74.2% Consolidated Occupancy Trend
4 Managed 4,824 Owned 31,636 Leased 20,949 Managed 33 Owned 347 Leased 299 679 communities 57,409 units (1) Adjusted EBITDA for the first quarter and full year of 2020 includes the $100.0 million management agreement termination fee payment received from Healthpeak Properties Inc. ("Healthpeak" or "PEAK") related to the sale of Brookdale’s interest in the entry fee CCRC venture ("CCRC Venture"), which closed on January 31, 2020. Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income. Adjusted EBITDA for the third quarter and full year of 2020 includes the $119.2 million one-time cash lease payment made to Ventas, Inc. ("Ventas" or "VTR") in connection with the Company's lease restructuring transaction effective July 26, 2020 ("one-time cash lease payment"). (2) The Company sold 80% of its equity in its Health Care Services segment on July 1, 2021 and recognized a $286.5 million gain on the sale. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the Health Care Services Venture (the "HCS Venture") is accounted for under the equity method of accounting. See page 7 for further details. Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q(2) 4Q Full Year Better B/ (Worse) (W) B/(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 (10.6) % (12.1) % Management fee revenue $ 108,715 $ 6,076 $ 5,669 $ 10,230 $ 130,690 $ 8,566 $ 4,998 $ 3,621 $ 3,413 $ 20,598 (66.6) % (84.2) % Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 (99.7) % (89.3) % Net income (loss) $ 369,497 $ (118,420) $ (124,993) $ (44,139) $ 81,945 $ (108,303) $ (83,604) $ 174,263 $ (81,720) $ (99,364) (85.1) % NM Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) NM NM Adjusted EBITDA (1) $ 185,069 $ 44,733 $ (64,019) $ 98,604 $ 264,387 $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 (63.6) % (47.6) % PEAK management termination fee $ 100,000 $ — $ — $ — $ 100,000 $ — $ — $ — $ — $ — NM NM VTR one-time cash lease payment $ — $ — $ (119,180) $ — $ (119,180) $ — $ — $ — $ — $ — NM NM Adjusted EBITDA, excluding PEAK management termination fee and VTR one-time cash lease payment $ 85,069 $ 44,733 $ 55,161 $ 98,604 $ 283,567 $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 (63.6) % (51.2) % Adjusted Free Cash Flow $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) NM NM 4Q 2021 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 59 9% 90% > 95% 48 7% 85% > 90% 63 10% 80% > 85% 58 9% 75% > 80% 94 15% 70% > 75% 80 12% Less than 70% 244 38% Total 646 100% Consolidated Portfolio Average Asset Age ~24 years Overview As of December 31, 2021 Consolidated: 52,585 Consolidated: 646
5 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 (10.6) % (12.1) % Management fee revenue 108,715 6,076 5,669 10,230 130,690 8,566 4,998 3,621 3,413 20,598 (66.6) % (84.2) % Other operating income — 26,693 10,765 78,291 115,749 10,735 1,308 89 236 12,368 (99.7) % (89.3) % Facility operating expense (588,482) (606,034) (570,530) (576,813) (2,341,859) (556,312) (550,846) (480,423) (488,282) (2,075,863) 15.3 % 11.4 % Combined Segment Operating Income 302,940 158,364 146,675 189,168 797,147 127,339 129,438 123,382 120,792 500,951 (36.1) % (37.2) % General and administrative expense (1) (46,657) (43,031) (41,752) (41,011) (172,451) (43,276) (47,184) (39,301) (35,076) (164,837) 14.5 % 4.4 % Cash facility operating lease payments (see page 15) (71,214) (70,600) (168,942) (49,553) (360,309) (49,082) (49,190) (49,499) (49,867) (197,638) (0.6) % 45.1 % Adjusted EBITDA (2) 185,069 44,733 (64,019) 98,604 264,387 34,981 33,064 34,582 35,849 138,476 (63.6) % (47.6) % PEAK management termination fee (100,000) — — — (100,000) — — — — — NM NM VTR one-time cash lease payment — — 119,180 — 119,180 — — — — — NM NM Adjusted EBITDA, excluding PEAK management termination fee and VTR one-time cash lease payment 85,069 44,733 55,161 98,604 283,567 34,981 33,064 34,582 35,849 138,476 (63.6) % (51.2) % PEAK management termination fee 100,000 — — — 100,000 — — — — — NM NM VTR one-time cash lease payment — — (119,180) — (119,180) — — — — — NM NM Transaction and Organizational Restructuring Costs (1,981) (3,368) (6,250) (1,778) (13,377) (1,884) (689) (943) (293) (3,809) 83.5 % 71.5 % Interest expense, net (see page 15) (53,590) (48,623) (48,209) (47,130) (197,552) (46,313) (46,576) (47,096) (46,357) (186,342) 1.6 % 5.7 % Payment of financing lease obligations (5,087) (4,677) (4,548) (4,556) (18,868) (4,789) (4,864) (5,039) (5,182) (19,874) (13.7) % (5.3) % Changes in working capital (3) (53,902) 149,055 33,794 9,945 138,892 (5,320) (1,129) 9,764 (82,394) (79,079) NM NM Other (4) (4,771) (2,148) (2,223) (567) (9,709) 101 1,242 (5,645) 5,646 1,344 NM NM Non-Development Capital Expenditures, net (see page 14) (60,556) (21,521) (22,872) (34,643) (139,592) (27,450) (35,795) (28,193) (45,972) (137,410) (32.7) % 1.6 % Adjusted Free Cash Flow $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) NM NM Adjusted EBITDA and Adjusted Free Cash Flow (1) Excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs, see page 13. (2) Adjusted EBITDA for the first quarter and full year of 2020 includes the $100.0 million benefit for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s interest in the CCRC Venture. Adjusted EBITDA for the third quarter and full year of 2020 includes the $119.2 million one-time cash lease payment. 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, and includes the working capital impacts related to CARES Act programs. (4) Primarily consists of proceeds from property insurance and state income tax (provision) benefit.
6 (1) Primarily consists of changes in working capital, corporate capital expenditures, Transaction and Organizational Restructuring Costs, lease payments for corporate offices and information technology systems and equipment, interest income, and state income tax (provision) benefit. (2) Primarily consists of the previously reported Management Services segment. (3) G&A includes both direct, incremental costs attributable to the segment or portfolio and allocated costs; see page 13. (4) Adjusted EBITDA for the fourth quarter of 2021 includes $0.2 million of government grants and credits recognized in other operating income. (5) 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, and includes a negative $34.6 million impact related to repayments and recoupment pursuant to CARES Act programs. 4Q 2021 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Corporate (1) All Other (2) Resident fee revenue $ 605,425 $ 352,894 $ 252,531 $ — $ — Management fee revenue 3,413 — — — 3,413 Other operating income 236 196 40 — — Facility operating expense (488,282) (290,347) (197,935) — — Combined Segment Operating Income 120,792 62,743 54,636 — 3,413 General and administrative expense (excluding non-cash stock-based compensation expense and transaction costs) (3) (35,076) (18,871) (13,504) (2,701) Cash facility operating lease payments (49,867) (48,421) (1,446) — Adjusted EBITDA (4) 35,849 43,872 (7,289) (1,446) 712 Transaction and Organizational Restructuring Costs (293) — — (293) — Interest expense, net (46,357) (34,925) (11,514) 82 — Payment of financing lease obligations (5,182) — (5,044) (138) — Changes in working capital (5) (82,394) — — (82,394) — Other 5,646 143 — 5,503 — Non-Development Capital Expenditures, net (45,972) (25,203) (10,713) (10,056) — Adjusted Free Cash Flow $ (138,703) $ (16,113) $ (34,560) $ (88,742) $ 712 Adjusted EBITDA and Adjusted Free Cash Flow Distribution
7 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Total Senior Housing, Health Care Services, and All Other Revenue (1) $ 891,422 $ 737,705 $ 706,440 $ 687,690 $ 3,023,257 $ 672,916 $ 678,976 $ 603,716 $ 608,838 $ 2,564,446 (11.5) % (15.2) % Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 (99.7) % (89.3) % Combined Segment Operating Income $ 302,940 $ 158,364 $ 146,675 $ 189,168 $ 797,147 $ 127,339 $ 129,438 $ 123,382 $ 120,792 $ 500,951 (36.1) % (37.2) % Combined segment operating margin 34.0 % 20.7 % 20.5 % 24.7 % 25.4 % 18.6 % 19.0 % 20.4 % 19.8 % 19.4 % (490) bps (600) bps Combined segment adjusted operating margin (2) 34.0 % 17.8 % 19.2 % 16.1 % 22.5 % 17.3 % 18.9 % 20.4 % 19.8 % 19.1 % 370 bps (340) bps Senior Housing Segments (see page 8) Revenue $ 687,888 $ 641,459 $ 610,868 $ 585,542 $ 2,525,757 $ 577,499 $ 586,665 $ 600,095 $ 605,425 $ 2,369,684 3.4 % (6.2) % Other operating income $ — $ 9,698 $ 4,873 $ 78,291 $ 92,862 $ 8,152 $ 786 $ 89 $ 236 $ 9,263 (99.7) % (90.0) % Senior Housing Operating Income $ 203,346 $ 142,596 $ 139,544 $ 179,108 $ 664,594 $ 116,370 $ 121,027 $ 119,761 $ 117,379 $ 474,537 (34.5) % (28.6) % Senior Housing operating margin 29.6 % 21.9 % 22.7 % 27.0 % 25.4 % 19.9 % 20.6 % 20.0 % 19.4 % 19.9 % (760) bps (550) bps Senior Housing adjusted operating margin (2) 29.6 % 20.7 % 22.0 % 17.2 % 22.6 % 18.7 % 20.5 % 19.9 % 19.3 % 19.6 % 210 bps (300) bps Number of communities (period end) 661 660 652 651 651 650 648 648 646 646 (0.8) % (0.8) % Period end number of units 54,037 54,019 53,110 52,982 52,982 52,946 52,821 52,809 52,585 52,585 (0.7) % (0.7) % Total Average Units 54,184 54,040 53,440 53,086 53,687 52,971 52,911 52,811 52,665 52,840 (0.8) % (1.6) % RevPAR $ 4,229 $ 3,954 $ 3,806 $ 3,673 $ 3,917 $ 3,631 $ 3,692 $ 3,784 $ 3,828 $ 3,734 4.2 % (4.7) % Weighted average occupancy 83.2 % 78.7 % 75.3 % 72.7 % 77.5 % 69.6 % 70.5 % 72.5 % 73.5 % 71.5 % 80 bps (600) bps RevPOR $ 5,085 $ 5,022 $ 5,056 $ 5,052 $ 5,054 $ 5,219 $ 5,237 $ 5,219 $ 5,210 $ 5,221 3.1 % 3.3 % All Other (3) All Other Segment Operating Income (comprised solely of management fees) $ 108,715 $ 6,076 $ 5,669 $ 10,230 $ 130,690 $ 8,566 $ 4,998 $ 3,621 $ 3,413 $ 20,598 (66.6) % (84.2) % Resident fee revenue under management (4) $ 184,145 $ 131,558 $ 116,576 $ 107,817 $ 540,096 $ 82,468 $ 64,410 $ 55,156 $ 51,409 $ 253,443 (52.3) % (53.1) % Number of communities (period end) (4) 80 77 74 75 75 45 37 34 33 33 (56.0) % (56.0) % Period end number of units (4) 11,033 10,694 9,980 10,129 10,129 6,652 6,157 4,913 4,824 4,824 (52.4) % (52.4) % Total Average Units (4) 13,325 10,905 10,446 10,062 11,184 8,258 6,354 5,328 4,854 6,198 (51.8) % (44.6) % Weighted average occupancy (4) 84.0 % 78.0 % 74.6 % 72.1 % 77.6 % 69.4 % 71.7 % 71.4 % 71.4 % 70.8 % (70) bps (680) bps Health Care Services Segment (5) Revenue $ 94,819 $ 90,170 $ 89,903 $ 91,918 $ 366,810 $ 86,851 $ 87,313 $ — $ — $ 174,164 N/A N/A Other operating income $ — $ 16,995 $ 5,892 $ — $ 22,887 $ 2,583 $ 522 $ — $ — $ 3,105 N/A N/A Segment Operating Income $ (9,121) $ 9,692 $ 1,462 $ (170) $ 1,863 $ 2,403 $ 3,413 $ — $ — $ 5,816 N/A N/A Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income. (3) Primarily consists of the previously reported Management Services segment. (4) Not included in consolidated reported amounts. (5) The Company sold 80% of its equity in its Health Care Services segment on July 1, 2021 and recognized a $286.5 million gain on the sale during the year ended December 31, 2021. For periods beginning July 1, 2021, the results and financial position of the Health Care Services segment are deconsolidated from the Company's consolidated financial statements and its 20% equity interest in the HCS Venture is accounted for under the equity method of accounting.
8 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Independent Living Revenue $ 135,862 $ 130,278 $ 125,762 $ 120,696 $ 512,598 $ 118,782 $ 118,005 $ 119,584 $ 119,167 $ 475,538 (1.3) % (7.2) % Other operating income $ — $ — $ 96 $ 11,727 $ 11,823 $ 1,364 $ 111 $ 9 $ 28 $ 1,512 (99.8) % (87.2) % Segment Operating Income $ 51,414 $ 41,038 $ 42,438 $ 47,923 $ 182,813 $ 37,329 $ 35,292 $ 36,733 $ 36,754 $ 146,108 (23.3) % (20.1) % Segment operating margin 37.8 % 31.5 % 33.7 % 36.2 % 34.9 % 31.1 % 29.9 % 30.7 % 30.8 % 30.6 % (540) bps (430) bps Segment adjusted operating margin (1) 37.8 % 31.5 % 33.7 % 30.0 % 33.4 % 30.3 % 29.8 % 30.7 % 30.8 % 30.4 % 80 bps (300) bps Number of communities (period end) 68 68 68 68 68 68 68 68 68 68 — % — % Period end number of units 12,537 12,534 12,534 12,534 12,534 12,542 12,566 12,567 12,567 12,567 0.3 % 0.3 % Total Average Units 12,529 12,534 12,534 12,534 12,533 12,539 12,552 12,567 12,567 12,556 0.3 % 0.2 % RevPAR $ 3,615 $ 3,465 $ 3,345 $ 3,210 $ 3,408 $ 3,158 $ 3,134 $ 3,172 $ 3,161 $ 3,156 (1.5) % (7.4) % Weighted average occupancy 87.1 % 83.5 % 80.0 % 76.7 % 81.8 % 73.6 % 73.5 % 74.7 % 75.1 % 74.2 % (160) bps (760) bps RevPOR $ 4,151 $ 4,147 $ 4,182 $ 4,183 $ 4,165 $ 4,290 $ 4,266 $ 4,244 $ 4,208 $ 4,252 0.6 % 2.1 % Assisted Living and Memory Care Revenue $ 457,479 $ 432,156 $ 408,695 $ 392,946 $ 1,691,276 $ 386,938 $ 391,718 $ 402,621 $ 408,444 $ 1,589,721 3.9 % (6.0) % Other operating income $ — $ 152 $ 1,936 $ 60,497 $ 62,585 $ 5,104 $ 629 $ 75 $ 155 $ 5,963 (99.7) % (90.5) % Segment Operating Income $ 132,001 $ 87,708 $ 87,152 $ 121,740 $ 428,601 $ 71,433 $ 77,062 $ 75,324 $ 70,501 $ 294,320 (42.1) % (31.3) % Segment operating margin 28.9 % 20.3 % 21.2 % 26.8 % 24.4 % 18.2 % 19.6 % 18.7 % 17.3 % 18.4 % (950) bps (600) bps Segment adjusted operating margin (1) 28.9 % 20.3 % 20.9 % 15.6 % 21.6 % 17.1 % 19.5 % 18.7 % 17.2 % 18.1 % 160 bps (350) bps Number of communities (period end) 571 570 563 563 563 562 560 560 559 559 (0.7) % (0.7) % Period end number of units 35,789 35,744 35,124 35,126 35,126 35,082 34,904 34,891 34,816 34,816 (0.9) % (0.9) % Total Average Units 35,944 35,785 35,268 35,126 35,530 35,110 35,018 34,893 34,883 34,977 (0.7) % (1.6) % RevPAR $ 4,242 $ 4,025 $ 3,863 $ 3,729 $ 3,967 $ 3,673 $ 3,728 $ 3,845 $ 3,902 $ 3,787 4.6 % (4.5) % Weighted average occupancy 81.9 % 77.8 % 74.4 % 71.8 % 76.5 % 68.3 % 69.5 % 71.9 % 73.1 % 70.7 % 130 bps (580) bps RevPOR $ 5,178 $ 5,172 $ 5,193 $ 5,193 $ 5,184 $ 5,376 $ 5,365 $ 5,347 $ 5,341 $ 5,357 2.8 % 3.3 % CCRCs Revenue $ 94,547 $ 79,025 $ 76,411 $ 71,900 $ 321,883 $ 71,779 $ 76,942 $ 77,890 $ 77,814 $ 304,425 8.2 % (5.4) % Other operating income $ — $ 9,546 $ 2,841 $ 6,067 $ 18,454 $ 1,684 $ 46 $ 5 $ 53 $ 1,788 (99.1) % (90.3) % Segment Operating Income $ 19,931 $ 13,850 $ 9,954 $ 9,445 $ 53,180 $ 7,608 $ 8,673 $ 7,704 $ 10,124 $ 34,109 7.2 % (35.9) % Segment operating margin 21.1 % 15.6 % 12.6 % 12.1 % 15.6 % 10.4 % 11.3 % 9.9 % 13.0 % 11.1 % 90 bps (450) bps Segment adjusted operating margin (1) 21.1 % 5.4 % 9.3 % 4.7 % 10.8 % 8.3 % 11.2 % 9.9 % 12.9 % 10.6 % 820 bps (20) bps Number of communities (period end) 22 22 21 20 20 20 20 20 19 19 (5.0) % (5.0) % Period end number of units 5,711 5,741 5,452 5,322 5,322 5,322 5,351 5,351 5,202 5,202 (2.3) % (2.3) % Total Average Units 5,711 5,721 5,638 5,426 5,624 5,322 5,341 5,351 5,215 5,307 (3.9) % (5.6) % RevPAR $ 5,496 $ 4,572 $ 4,477 $ 4,385 $ 4,738 $ 4,473 $ 4,770 $ 4,824 $ 4,946 $ 4,753 12.8 % 0.3 % Weighted average occupancy 82.4 % 74.0 % 70.7 % 69.2 % 74.2 % 68.5 % 70.2 % 71.2 % 72.5 % 70.6 % 330 bps (360) bps RevPOR $ 6,669 $ 6,181 $ 6,332 $ 6,334 $ 6,389 $ 6,534 $ 6,790 $ 6,777 $ 6,825 $ 6,733 7.8 % 5.4 % Senior Housing Segments (1) Excludes other operating income.
9 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 631,424 $ 593,339 $ 568,544 $ 548,938 $ 2,342,245 $ 542,041 $ 549,142 $ 563,115 $ 570,160 $ 2,224,458 3.9 % (5.0) % Other operating income — 6,084 3,598 73,764 83,446 7,250 752 87 235 8,324 (99.7) % (90.0) % Revenue and other operating income 631,424 599,423 572,142 622,702 2,425,691 549,291 549,894 563,202 570,395 2,232,782 (8.4) % (8.0) % Community Labor Expenses (285,001) (290,800) (285,104) (294,039) (1,154,944) (287,875) (286,812) (297,671) (312,792) (1,185,150) (6.4) % (2.6) % Other facility operating expenses (156,083) (172,472) (151,084) (155,032) (634,671) (149,043) (147,278) (150,581) (146,300) (593,202) 5.6 % 6.5 % Facility operating expenses(2) (441,084) (463,272) (436,188) (449,071) (1,789,615) (436,918) (434,090) (448,252) (459,092) (1,778,352) (2.2) % 0.6 % Same Community Operating Income $ 190,340 $ 136,151 $ 135,954 $ 173,631 $ 636,076 $ 112,373 $ 115,804 $ 114,950 $ 111,303 $ 454,430 (35.9) % (28.6) % Same Community adjusted operating income(3) $ 190,340 $ 130,067 $ 132,356 $ 99,867 $ 552,630 $ 105,123 $ 115,052 $ 114,863 $ 111,068 $ 446,106 11.2 % (19.3) % Same Community operating margin 30.1 % 22.7 % 23.8 % 27.9 % 26.2 % 20.5 % 21.1 % 20.4 % 19.5 % 20.4 % (840) bps (580) bps Same Community adjusted operating margin(3) 30.1 % 21.9 % 23.3 % 18.2 % 23.6 % 19.4 % 21.0 % 20.4 % 19.5 % 20.1 % 130 bps (350) bps Total Average Units 49,657 49,650 49,649 49,651 49,652 49,654 49,654 49,654 49,656 49,655 — % — % RevPAR $ 4,239 $ 3,983 $ 3,817 $ 3,685 $ 3,931 $ 3,639 $ 3,686 $ 3,780 $ 3,827 $ 3,733 3.9 % (5.0) % Weighted average occupancy 83.4 % 79.1 % 75.5 % 72.8 % 77.7 % 69.5 % 70.4 % 72.5 % 73.6 % 71.5 % 80 bps (620) bps RevPOR $ 5,082 $ 5,035 $ 5,057 $ 5,064 $ 5,061 $ 5,234 $ 5,237 $ 5,213 $ 5,204 $ 5,221 2.8 % 3.2 % Same Community Operating Income / Adjusted Operating Income ($ in millions) $190.3 $136.2 $136.0 $173.6 $112.4 $115.8 $115.0 $111.3 Same Community Other Operating Income Same Community Adjusted Operating Income 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 2Q 2021 3Q 2021 4Q 2021 Same Community RevPAR / Weighted Average Occupancy $4,239 $3,983 $3,817 $3,685 $3,639 $3,686 $3,780 $3,827 83.4% 79.1% 75.5% 72.8% 69.5% 70.4% 72.5% 73.6% RevPAR Weighted Average Occupancy 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 2Q 2021 3Q 2021 4Q 2021 Senior Housing: Same Community (1) (1) Same Community portfolio reflects 632 communities. (2) Excludes natural disaster expense of $2.9 million and $1.5 million for the full year 2020 and 2021, respectively. (3) Excludes other operating income. (2) (3)
10 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Independent Living Revenue $ 132,556 $ 127,065 $ 122,498 $ 117,457 $ 499,576 $ 115,625 $ 114,659 $ 115,999 $ 115,679 $ 461,962 (1.5) % (7.5) % Other operating income — — 96 11,440 11,536 1,327 110 9 28 1,474 (99.8) % (87.2) % Community Labor Expense (48,247) (49,643) (48,085) (49,054) (195,029) (48,034) (48,678) (47,356) (47,899) (191,967) 2.4 % 1.6 % Other facility operating expense (33,925) (37,209) (32,574) (32,623) (136,331) (32,333) (31,625) (32,793) (31,982) (128,733) 2.0 % 5.6 % Facility operating expense (82,172) (86,852) (80,659) (81,677) (331,360) (80,367) (80,303) (80,149) (79,881) (320,700) 2.2 % 3.2 % Same Community Operating Income $ 50,384 $ 40,213 $ 41,935 $ 47,220 $ 179,752 $ 36,585 $ 34,466 $ 35,859 $ 35,826 $ 142,736 (24.1) % (20.6) % Same Community operating margin 38.0 % 31.6 % 34.2 % 36.6 % 35.2 % 31.3 % 30.0 % 30.9 % 31.0 % 30.8 % (560) bps (440) bps Same Community adjusted operating margin (2) 38.0 % 31.6 % 34.2 % 30.5 % 33.7 % 30.5 % 30.0 % 30.9 % 30.9 % 30.6 % 40 bps (310) bps Total Average Units 12,159 12,156 12,156 12,156 12,157 12,161 12,164 12,165 12,165 12,164 0.1 % 0.1 % RevPAR $ 3,634 $ 3,484 $ 3,359 $ 3,221 $ 3,425 $ 3,169 $ 3,142 $ 3,179 $ 3,170 $ 3,165 (1.6) % (7.6) % Weighted average occupancy 87.1 % 83.6 % 79.9 % 76.7 % 81.8 % 73.6 % 73.4 % 74.8 % 75.3 % 74.3 % (140) bps (750) bps RevPOR $ 4,174 $ 4,170 $ 4,203 $ 4,202 $ 4,187 $ 4,307 $ 4,280 $ 4,250 $ 4,212 $ 4,262 0.2 % 1.8 % Assisted Living and Memory Care Revenue $ 441,977 $ 418,468 $ 399,588 $ 386,021 $ 1,646,054 $ 379,311 $ 384,621 $ 396,186 $ 401,630 $ 1,561,748 4.0 % (5.1) % Other operating income — 151 1,937 59,057 61,145 4,930 611 75 155 5,771 (99.7) % (90.6) % Community Labor Expense (206,558) (211,529) (208,491) (215,711) (842,289) (210,214) (207,430) (218,702) (232,286) (868,632) (7.7) % (3.1) % Other facility operating expense (107,851) (120,532) (105,049) (108,530) (441,962) (102,803) (101,868) (103,588) (100,788) (409,047) 7.1 % 7.4 % Facility operating expense (314,409) (332,061) (313,540) (324,241) (1,284,251) (313,017) (309,298) (322,290) (333,074) (1,277,679) (2.7) % 0.5 % Same Community Operating Income $ 127,568 $ 86,558 $ 87,985 $ 120,837 $ 422,948 $ 71,224 $ 75,934 $ 73,971 $ 68,711 $ 289,840 (43.1) % (31.5) % Same Community operating margin 28.9 % 20.7 % 21.9 % 27.1 % 24.8 % 18.5 % 19.7 % 18.7 % 17.1 % 18.5 % (1,000) bps (630) bps Same Community adjusted operating margin (2) 28.9 % 20.6 % 21.5 % 16.0 % 22.0 % 17.5 % 19.6 % 18.7 % 17.1 % 18.2 % 110 bps (380) bps Total Average Units 34,313 34,309 34,308 34,310 34,310 34,308 34,305 34,304 34,305 34,306 — % — % RevPAR $ 4,294 $ 4,066 $ 3,882 $ 3,750 $ 3,998 $ 3,685 $ 3,737 $ 3,850 $ 3,903 $ 3,794 4.1 % (5.1) % Weighted average occupancy 82.1 % 78.0 % 74.4 % 71.8 % 76.5 % 68.2 % 69.4 % 71.8 % 72.9 % 70.6 % 110 bps (590) bps RevPOR $ 5,228 $ 5,214 $ 5,222 $ 5,225 $ 5,224 $ 5,402 $ 5,388 $ 5,364 $ 5,350 $ 5,374 2.4 % 2.9 % CCRCs Revenue $ 56,891 $ 47,806 $ 46,458 $ 45,460 $ 196,615 $ 47,105 $ 49,862 $ 50,930 $ 52,851 $ 200,748 16.3 % 2.1 % Other operating income — 5,933 1,565 3,267 10,765 993 31 3 52 1,079 (98.4) % (90.0) % Community Labor Expense (30,196) (29,628) (28,528) (29,274) (117,626) (29,627) (30,704) (31,613) (32,607) (124,551) (11.4) % (5.9) % Other facility operating expense (14,307) (14,731) (13,461) (13,879) (56,378) (13,907) (13,785) (14,200) (13,530) (55,422) 2.5 % 1.7 % Facility operating expense (44,503) (44,359) (41,989) (43,153) (174,004) (43,534) (44,489) (45,813) (46,137) (179,973) (6.9) % (3.4) % Same Community Operating Income $ 12,388 $ 9,380 $ 6,034 $ 5,574 $ 33,376 $ 4,564 $ 5,404 $ 5,120 $ 6,766 $ 21,854 21.4 % (34.5) % Same Community operating margin 21.8 % 17.5 % 12.6 % 11.4 % 16.1 % 9.5 % 10.8 % 10.1 % 12.8 % 10.8 % 140 bps (530) bps Same Community adjusted operating margin (2) 21.8 % 7.2 % 9.6 % 5.1 % 11.5 % 7.6 % 10.8 % 10.0 % 12.7 % 10.3 % 760 bps (120) bps Total Average Units 3,185 3,185 3,185 3,185 3,185 3,185 3,185 3,185 3,186 3,185 — % — % RevPAR $ 5,954 $ 5,003 $ 4,862 $ 4,758 $ 5,144 $ 4,930 $ 5,218 $ 5,330 $ 5,529 $ 5,252 16.2 % 2.1 % Weighted average occupancy 83.3 % 74.5 % 70.8 % 68.8 % 74.3 % 68.0 % 70.0 % 71.8 % 73.6 % 70.9 % 480 bps (340) bps RevPOR $ 7,149 $ 6,713 $ 6,871 $ 6,919 $ 6,923 $ 7,249 $ 7,460 $ 7,420 $ 7,510 $ 7,410 8.5 % 7.0 % Senior Housing Segments: Same Community (1) (1) Same Community portfolio reflects 66 Independent Living communities, 553 Assisted Living and Memory Care communities, and 13 CCRC communities. (2) Excludes other operating income.
11 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 402,397 $ 376,140 $ 356,105 $ 338,806 $ 1,473,448 $ 336,160 $ 342,355 $ 350,664 $ 352,894 $ 1,382,073 4.2 % (6.2) % Other operating income — 7,156 3,317 43,955 54,428 5,098 552 77 196 5,923 (99.6) % (89.1) % Facility operating expense (290,116) (301,459) (284,780) (286,816) (1,163,171) (280,235) (280,169) (287,180) (290,347) (1,137,931) (1.2) % 2.2 % Owned Portfolio Operating Income $ 112,281 $ 81,837 $ 74,642 $ 95,945 $ 364,705 $ 61,023 $ 62,738 $ 63,561 $ 62,743 $ 250,065 (34.6) % (31.4) % Owned Portfolio operating margin 27.9 % 21.4 % 20.8 % 25.1 % 23.9 % 17.9 % 18.3 % 18.1 % 17.8 % 18.0 % (730) bps (590) bps Owned Portfolio adjusted operating margin (1) 27.9 % 19.9 % 20.0 % 15.3 % 21.1 % 16.6 % 18.2 % 18.1 % 17.7 % 17.7 % 240 bps (340) bps Additional Information Interest expense: property level and corporate debt $ (41,763) $ (38,974) $ (36,908) $ (36,172) $ (153,817) $ (35,351) $ (35,425) $ (35,708) $ (34,925) $ (141,409) 3.4 % 8.1 % Community level capital expenditures, net (see page 14) $ (36,735) $ (12,011) $ (12,236) $ (14,633) $ (75,615) $ (14,286) $ (16,973) $ (17,237) $ (25,203) $ (73,699) (72.2) % 2.5 % Number of communities (period end) 355 355 350 350 350 349 348 348 347 347 (0.9) % (0.9) % Period end number of units 32,455 32,481 31,824 31,853 31,853 31,819 31,783 31,783 31,636 31,636 (0.7) % (0.7) % Total Average Units 32,513 32,461 32,137 31,851 32,240 31,844 31,785 31,783 31,648 31,766 (0.6) % (1.5) % RevPAR $ 4,125 $ 3,862 $ 3,694 $ 3,540 $ 3,807 $ 3,514 $ 3,584 $ 3,672 $ 3,711 $ 3,620 4.8 % (4.9) % Weighted average occupancy 82.6 % 78.0 % 74.2 % 71.5 % 76.6 % 68.4 % 69.6 % 71.7 % 72.7 % 70.6 % 120 bps (600) bps RevPOR $ 4,997 $ 4,944 $ 4,978 $ 4,950 $ 4,968 $ 5,135 $ 5,151 $ 5,121 $ 5,108 $ 5,128 3.2 % 3.2 % Senior Housing Owned Portfolio Interest Coverage as of December 31, 2021 1.2x Interest Coverage as of December 31, 2021 (excluding other operating income) 1.2x Net Debt as of December 31, 2021 (see page 16) $3,293,382 (1) Excludes other operating income.
12 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Revenue $ 285,491 $ 265,319 $ 254,763 $ 246,736 $ 1,052,309 $ 241,339 $ 244,310 $ 249,431 $ 252,531 $ 987,611 2.3 % (6.1) % Other operating income — 2,542 1,556 34,336 38,434 3,054 234 12 40 3,340 (99.9) % (91.3) % Facility operating expense (194,426) (207,102) (191,417) (197,909) (790,854) (189,046) (186,255) (193,243) (197,935) (766,479) — % 3.1 % Leased Portfolio Operating Income $ 91,065 $ 60,759 $ 64,902 $ 83,163 $ 299,889 $ 55,347 $ 58,289 $ 56,200 $ 54,636 $ 224,472 (34.3) % (25.1) % Leased Portfolio operating margin 31.9 % 22.7 % 25.3 % 29.6 % 27.5 % 22.6 % 23.8 % 22.5 % 21.6 % 22.7 % (800) bps (480) bps Leased Portfolio adjusted operating margin (1) 31.9 % 21.9 % 24.9 % 19.8 % 24.8 % 21.7 % 23.8 % 22.5 % 21.6 % 22.4 % 180 bps (240) bps Additional Information One-time cash lease payment $ — $ — $ (119,180) $ — $ (119,180) $ — $ — $ — $ — $ — NM NM Other cash facility lease payments on leased portfolio (see page 15) $ (88,503) $ (85,623) $ (64,534) $ (64,036) $ (302,696) $ (63,762) $ (64,008) $ (64,423) $ (64,979) $ (257,172) (1.5) % 15.0 % Community level capital expenditures, net (see page 14) $ (18,413) $ (1,727) $ (5,808) $ (10,730) $ (36,678) $ (7,550) $ (14,444) $ (3,340) $ (10,713) $ (36,047) 0.2 % 1.7 % Number of communities (period end) 306 305 302 301 301 301 300 300 299 299 (0.7) % (0.7) % Period end number of units 21,582 21,538 21,286 21,129 21,129 21,127 21,038 21,026 20,949 20,949 (0.9) % (0.9) % Total Average Units 21,671 21,579 21,303 21,235 21,447 21,127 21,126 21,028 21,017 21,074 (1.0) % (1.7) % RevPAR $ 4,384 $ 4,091 $ 3,977 $ 3,874 $ 4,083 $ 3,808 $ 3,855 $ 3,954 $ 4,005 $ 3,905 3.4 % (4.4) % Weighted average occupancy 84.1 % 79.7 % 76.9 % 74.5 % 78.8 % 71.3 % 71.9 % 73.7 % 74.7 % 72.9 % 20 bps (590) bps RevPOR $ 5,215 $ 5,136 $ 5,166 $ 5,199 $ 5,179 $ 5,340 $ 5,361 $ 5,362 $ 5,359 $ 5,356 3.1 % 3.4 % Lease Coverage as of December 31, 2021 (2) 0.65x Operating and financing lease obligations as of December 31, 2021 (see page 26)(3) $ 1,339,835 Facility Lease Maturity Information as of December 31, 2021 Year ended December 31, 2021 Initial lease maturities Community count Total units Total cash facility lease payments 2022 39 1,854 $ 17,964 2023 — — — 2024 7 904 14,252 2025 121 10,286 102,597 2026 41 1,994 32,374 Thereafter 91 5,911 88,256 Total 299 20,949 $ 255,443 Senior Housing Leased Portfolio (1) Excludes other operating income. (2) As of December 31, 2021, the lease coverage ratio, excluding other operating income was 0.64x. (3) Amount recognized on consolidated balance sheet reflects the discounted future minimum lease payments and the residual value for financing lease obligations.
13 (1) G&A includes both direct, incremental costs attributable to the segment or portfolio and allocated costs. G&A allocations are calculated using a methodology which the Company believes matches the type of general and administrative cost with the community, segment, or portfolio. Some of the allocations are based on direct utilization and some are based on formulas such as unit proportion. G&A allocations presented herein exclude non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs. (2) Primarily consists of the previously reported Management Services segment. (3) Not included in consolidated reported amounts. (4) Excludes other operating income and other operating income under management. Consolidated, unless otherwise noted 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 18,635 $ 18,336 $ 17,804 $ 17,511 $ 72,286 $ 19,358 $ 22,010 $ 21,004 $ 18,871 $ 81,243 (7.8) % (12.4) % Senior Housing Leased Portfolio allocation 13,221 12,933 12,738 12,753 51,645 13,898 15,706 14,941 13,504 58,049 (5.9) % (12.4) % All Other allocation (2) 7,848 6,407 6,052 5,837 26,144 4,994 4,257 3,356 2,701 15,308 53.7 % 41.4 % Health Care Services allocation 6,953 5,355 5,158 4,910 22,376 5,026 5,211 — — 10,237 N/A N/A Subtotal G&A expense allocations 46,657 43,031 41,752 41,011 172,451 43,276 47,184 39,301 35,076 164,837 14.5 % 4.4 % Non-cash stock-based compensation expense 5,957 6,119 6,136 2,535 20,747 4,783 4,527 3,568 3,392 16,270 (33.8%) 21.6% Transaction and Organizational Restructuring Costs 1,981 3,368 6,250 1,778 13,377 1,884 689 943 293 3,809 83.5% 71.5% General and administrative expense $ 54,595 $ 52,518 $ 54,138 $ 45,324 $ 206,575 $ 49,943 $ 52,400 $ 43,812 $ 38,761 $ 184,916 14.5 % 10.5 % 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 $ 673,978 $ 600,095 $ 605,425 $ 2,543,848 (10.6) % (12.1) % Resident fee revenue under management (3) 184,145 131,558 116,576 107,817 540,096 82,468 64,410 55,156 51,409 253,443 (52.3) % (53.1) % Total (consolidated and under management) (3) $ 966,852 $ 863,187 $ 817,347 $ 785,277 $ 3,432,663 $ 746,818 $ 738,388 $ 655,251 $ 656,834 $ 2,797,291 (16.4) % (18.5) % G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) (4) G&A expense (excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 4.8% 5.0% 5.1% 5.2% 5.0% 5.8% 6.4% 6.0% 5.3% 5.9% (10) bps (90) bps G&A expense (including non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 5.6% 6.1% 6.6% 5.8% 6.0% 6.7% 7.1% 6.7% 5.9% 6.6% (10) bps (60) bps G&A Expense
14 ($ in 000s, except for community level capital expenditures, net, per average unit) 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Community level capital expenditures, including allocations Senior Housing Owned Portfolio $ 36,735 $ 12,011 $ 12,236 $ 14,633 $ 75,615 $ 14,286 $ 16,973 $ 17,237 $ 25,203 $ 73,699 (72.2) % 2.5 % Senior Housing Leased Portfolio 18,413 1,727 5,808 10,730 36,678 7,550 14,444 3,340 10,713 36,047 0.2 % 1.7 % Community level capital expenditures, net (A) 55,148 13,738 18,044 25,363 112,293 21,836 31,417 20,577 35,916 109,746 (41.6) % 2.3 % Corporate capital expenditures (includes Health Care Services) 5,408 7,783 4,828 9,280 27,299 5,614 4,378 7,616 10,056 27,664 (8.4) % (1.3) % Non-Development Capital Expenditures, net 60,556 21,521 22,872 34,643 139,592 27,450 35,795 28,193 45,972 137,410 (32.7) % 1.6 % Development Capital Expenditures, net 3,900 2,923 3,090 3,754 13,667 1,521 597 608 482 3,208 87.2 % 76.5 % Total capital expenditures, net $ 64,456 $ 24,444 $ 25,962 $ 38,397 $ 153,259 $ 28,971 $ 36,392 $ 28,801 $ 46,454 $ 140,618 (21.0) % 8.2 % Lessor reimbursements: non-development capital expenditures (B) 5,827 8,096 4,056 9,867 27,846 8,951 10,001 15,688 7,460 42,100 Change in related payables (898) 10,938 (2,191) (3,083) 4,766 2,439 (7,216) 1,790 (3,074) (6,061) Total cash paid for capital expenditures $ 69,385 $ 43,478 $ 27,827 $ 45,181 $ 185,871 $ 40,361 $ 39,177 $ 46,279 $ 50,840 $ 176,657 (12.5) % 5.0 % Senior Housing Total Average Units (C) 54,184 54,040 53,440 53,086 53,687 52,971 52,911 52,811 52,665 52,840 (0.8) % (1.6) % Community level capital expenditures, net, per average unit (A/C) $ 1,018 $ 254 $ 338 $ 478 $ 2,092 $ 412 $ 594 $ 390 $ 682 $ 2,077 (42.7) % 0.7% Community level capital expenditures, per average unit (including lessor reimbursements for non-development capital expenditures) ((A+B)/C) $ 2,610 $ 2,874 (10.1%) Capital Expenditures
15 (1) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 2020 2021 4Q21 vs 4Q20 Full Year 21 vs 20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year B(W) B(W) Operating Lease Obligations Facility operating lease expense $ 64,481 $ 62,379 $ 51,620 $ 45,553 $ 224,033 $ 44,418 $ 43,864 $ 43,226 $ 42,850 $ 174,358 Operating lease expense adjustment 6,733 8,221 117,322 4,000 136,276 4,664 5,326 6,273 7,017 23,280 Cash facility operating lease payments 71,214 70,600 168,942 49,553 360,309 49,082 49,190 49,499 49,867 197,638 (0.6) % 45.1 % Financing Lease Obligations Interest expense: financing lease obligations 13,282 11,892 11,908 11,452 48,534 11,383 11,492 11,674 11,733 46,282 Payment of financing lease obligations 5,087 4,677 4,548 4,556 18,868 4,789 4,864 5,039 5,182 19,874 Cash financing lease payments 18,369 16,569 16,456 16,008 67,402 16,172 16,356 16,713 16,915 66,156 (5.7) % 1.8 % Total cash facility lease payments (1) $ 89,583 $ 87,169 $ 185,398 $ 65,561 $ 427,711 $ 65,254 $ 65,546 $ 66,212 $ 66,782 $ 263,794 (1.9) % 38.3 % VTR one-time cash lease payment — — (119,180) — (119,180) — — — — — NM NM Total cash facility lease payments, excluding the one-time cash lease payment $ 89,583 $ 87,169 $ 66,218 $ 65,561 $ 308,531 $ 65,254 $ 65,546 $ 66,212 $ 66,782 $ 263,794 (1.9) % 14.5 % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 13,282 $ 11,892 $ 11,908 $ 11,452 $ 48,534 $ 11,383 $ 11,492 $ 11,674 $ 11,733 $ 46,282 (2.5) % 4.6 % Interest income (1,455) (2,243) (607) (494) (4,799) (421) (341) (286) (301) (1,349) (39.1) % (71.9) % Interest expense: debt 41,763 38,974 36,908 36,172 153,817 35,351 35,425 35,708 34,925 141,409 3.4 % 8.1 % Interest expense, net 53,590 48,623 48,209 47,130 197,552 46,313 46,576 47,096 46,357 186,342 1.6 % 5.7 % Amortization of deferred financing costs 1,315 1,556 1,730 1,827 6,428 1,873 2,140 1,979 1,457 7,449 Interest income 1,455 2,243 607 494 4,799 421 341 286 301 1,349 Interest expense per income statement $ 56,360 $ 52,422 $ 50,546 $ 49,451 $ 208,779 $ 48,607 $ 49,057 $ 49,361 $ 48,115 $ 195,140 2.7 % 6.5 % Cash Facility Lease Payments
16 $575 $439 $388 $646 $537 $553 $439 $381 $636 $529 $22 $7 $9 $8 12/31/2020 03/31/2021 06/30/2021 09/30/2021 12/31/2021 Total Liquidity ($ in millions) (1) Includes the carrying amount of mortgage debt and convertible notes of which 94.1%, or $3.6 billion, represented non-recourse property-level mortgage financings. (2) Reflects rates as of December 31, 2021 for variable debt. (3) Amount includes maturities and recurring principal payments and excludes $30 million in deferred financing costs, net. (4) Leverage ratios include results of operations of Health Care Services segment and communities disposed of through the disposition date. (5) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDAR, Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See "Definitions" and "Non-GAAP Financial Measures" for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. Leverage Ratios ($ in 000s) Year Ended December 31, 2021 Annualized Leverage (4) Adjusted EBITDAR (A) $ 336,114 Cash facility operating lease payments (see page 15) (197,638) Adjusted EBITDA 138,476 Cash financing lease payments (see page 15) (66,156) Adjusted EBITDA after cash financing lease payments (B) $ 72,320 As of December 31, 2021 Debt $ 3,841,212 Cash and cash equivalents (347,031) Marketable securities (182,393) Restricted cash held as collateral against existing debt (18,406) Net Debt (C) 3,293,382 45.5 x (C/B) Operating and financing lease obligations (see page 26) (5) 1,355,716 Adjusted Net Debt (D) $ 4,649,098 13.8 x (D/A) Debt (1)(2) ($ in millions) Principal Payments(3) Weighted Rate 2022 $ 69 3.54 % 2023 234 3.49 % 2024 304 4.29 % 2025 348 2.81 % 2026 309 2.38 % Thereafter 2,607 3.43 % Total $ 3,871 3.37 % Capital Structure $224 $2,151 $1,239 $227 Debt Structure (1) ($ in millions) As of December 31, 2021 Weighted Rate Fixed rate mortgage debt 4.14 % Variable rate debt (2) 2.44 % Fixed rate convertible senior notes 2.00 % Total debt 3.37 % 56% 32% Fixed mortgage rate debt 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
17 Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/ expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility 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, and information technology systems and equipment, vehicles, and other equipment. Leased Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income (excluding 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
18 RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding 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 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 stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third- party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. Definitions
19 Appendices Summary Financial Impact: COVID-19 20 Non-GAAP Financial Measures 23
20 Summary Financial Impact: COVID-19 Consolidated ($ in 000s) 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Full Year 1Q 2021 2Q 2021 3Q 2021 4Q 2021 Full Year COVID-19 Cumulative 2020 and 2021 Independent Living Estimated lost resident fee revenue $ 600 $ 7,200 $ 12,600 $ 18,500 $ 38,900 $ 16,700 $ 17,700 $ 17,900 $ 19,800 $ 72,100 $ 111,000 Other operating income $ — $ — $ 96 $ 11,727 $ 11,823 $ 1,364 $ 111 $ 9 $ 28 $ 1,512 $ 13,335 Facility operating expense $ 1,213 $ 9,573 $ 2,208 $ 3,095 $ 16,089 $ 3,047 $ 1,449 $ 938 $ 430 $ 5,864 $ 21,953 Assisted Living and Memory Care Estimated lost resident fee revenue $ 1,600 $ 26,400 $ 49,200 $ 65,400 $ 142,600 $ 62,900 $ 55,300 $ 49,900 $ 47,800 $ 215,900 $ 358,500 Other operating income $ — $ 152 $ 1,936 $ 60,497 $ 62,585 $ 5,104 $ 629 $ 75 $ 155 $ 5,963 $ 68,548 Facility operating expense $ 7,708 $ 38,684 $ 15,493 $ 20,598 $ 82,483 $ 18,902 $ 6,058 $ 4,798 $ 2,494 $ 32,252 $ 114,735 CCRCs Estimated lost resident fee revenue $ 500 $ 15,200 $ 14,700 $ 16,600 $ 47,000 $ 14,600 $ 8,800 $ 8,600 $ 8,000 $ 40,000 $ 87,000 Other operating income $ — $ 9,546 $ 2,841 $ 6,067 $ 18,454 $ 1,684 $ 46 $ 5 $ 53 $ 1,788 $ 20,242 Facility operating expense $ 676 $ 9,263 $ 4,386 $ 4,425 $ 18,750 $ 3,985 $ 1,442 $ 1,498 $ 467 $ 7,392 $ 26,142 Senior Housing Total Estimated lost resident fee revenue $ 2,700 $ 48,800 $ 76,500 $ 100,500 $ 228,500 $ 94,200 $ 81,800 $ 76,400 $ 75,600 $ 328,000 $ 556,500 Other operating income $ — $ 9,698 $ 4,873 $ 78,291 $ 92,862 $ 8,152 $ 786 $ 89 $ 236 $ 9,263 $ 102,125 Facility operating expense $ 9,597 $ 57,520 $ 22,087 $ 28,118 $ 117,322 $ 25,934 $ 8,949 $ 7,234 $ 3,391 $ 45,508 $ 162,830 Health Care Services Estimated lost resident fee revenue $ 3,100 $ 14,800 $ 15,100 $ 19,600 $ 52,600 $ 23,300 $ 27,700 $ — $ — $ 51,000 $ 103,600 Other operating income $ — $ 16,995 $ 5,892 $ — $ 22,887 $ 2,583 $ 522 $ — $ — $ 3,105 $ 25,992 Facility operating expense $ 403 $ 3,074 $ 2,392 $ 2,343 $ 8,212 $ 1,403 $ 792 $ — $ — $ 2,195 $ 10,407 Consolidated Total Estimated lost resident fee revenue $ 5,800 $ 63,600 $ 91,600 $ 120,100 $ 281,100 $ 117,500 $ 109,500 $ 76,400 $ 75,600 $ 379,000 $ 660,100 Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 $ 128,117 Facility operating expense $ 10,000 $ 60,594 $ 24,479 $ 30,461 $ 125,534 $ 27,337 $ 9,741 $ 7,234 $ 3,391 $ 47,703 $ 173,237 Consolidated Occupancy March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 October 2020 November 2020 December 2020 January 2021 February 2021 Weighted average 82.7% 80.4% 78.4% 77.4% 76.4% 75.2% 74.3% 73.8% 72.8% 71.5% 70.0% 69.4% Month-end 82.2% 80.0% 78.5% 77.8% 76.6% 75.5% 75.0% 74.1% 73.1% 71.5% 70.4% 70.1% March 2021 April 2021 May 2021 June 2021 July 2021 August 2021 September 2021 October 2021 November 2021 December 2021 January 2022 Weighted average 69.4% 69.9% 70.5% 71.2% 72.0% 72.5% 73.0% 73.3% 73.5% 73.6% 73.4% Month-end 70.6% 71.1% 71.6% 72.6% 73.3% 73.7% 74.2% 74.5% 74.3% 74.5% 74.2%
21 Summary Financial Impact: COVID-19 Consolidated Certain cash flow impacts on working capital from the CARES Act and other government grants and credits are shown below: 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Cumulative 2020 and 2021 Cash received (recouped) - Medicare advances $ — $ 85,013 $ 2,529 $ — $ 87,542 $ — $ (14,258) $ (3,527) $ (3,057) $ (20,842) $ 66,700 Deferred payroll taxes — 26,548 23,592 22,534 72,674 — — — (31,553) (31,553) 41,121 Cash received - government grants — 34,234 4,364 77,150 115,748 1,700 405 89 251 2,445 118,193 Cash received - employee retention credit — — — — — — — 1,055 350 1,405 1,405 Operating cash flow impacts (1) — 145,795 30,485 99,684 275,964 1,700 (13,853) (2,383) (34,009) (48,545) 227,419 Less: Other operating income — (26,693) (10,765) (78,291) (115,749) (10,735) (1,308) (89) (236) (12,368) (128,117) Changes in working capital $ — $ 119,102 $ 19,720 $ 21,393 $ 160,215 $ (9,035) $ (15,161) $ (2,472) $ (34,245) $ (60,913) $ 99,302 Liabilities retained by the Company as of December 31, 2021 $ 34,641 Medicare Accelerated and Advance Payment Program • During the full year 2020, the Company received $87.5 million under the Medicare Accelerated and Advance Payment Program. • During the second, third, and fourth quarter of 2021, $14.3 million, $3.5 million, and $3.0 million, respectively, of the advanced payments were recouped, reducing the Company's net cash provided by (used in) operating activities and Adjusted Free Cash Flow with no impact on revenue or results of operations. • Pursuant to the sale of 20% of the Company's equity in its Health Care Services segment, $63.6 million of such obligations were retained by the unconsolidated HCS Venture. • As of December 31, 2021, the Company's outstanding balance of advanced payments was $3.1 million, of which the Company expects recoupment during the year ended December 31, 2022 under current legislation. During the first and second quarter of 2021, the Company recognized other operating income of and recorded a receivable for $9.0 million and $0.9 million, respectively, of employee retention credits on wages paid from March 12, 2020 through December 31, 2020, impacting changes to working capital. During the third and fourth quarter of 2021, the Company received $1.1 million and $0.3 million, respectively, for employee retention credits, increasing the Company's net cash provided by (used in) operating activities and Adjusted Free Cash Flow. As of December 31, 2021, the Company has $6.5 million of receivables related to the employee retention credits, including a receivable of $0.8 million from the Health Care Services venture. Deferred Payroll Tax Payments • During the full year 2020, the Company deferred $72.7 million of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020. • Pursuant to the sale of 80% of the Company's equity in its Health Care Services segment, $9.6 million of such obligations were retained by the unconsolidated HCS Venture. • The Company paid $31.6 million in the three months ended December 31, 2021, reducing the Company's net cash provided by (used in) operating activities and Adjusted Free Cash Flow with no impact on revenue or results of operations. • The remaining outstanding balance of $31.6 million is due December 31, 2022 under current legislation. The Company's net cash provided by (used in) operating activities and Adjusted Free Cash Flow include the following impacts of temporary liquidity relief provided pursuant to the CARES Act: (1) Impacts included in Adjusted Free Cash Flow
22 Summary Financial Impact: COVID-19 Same Community ($ in 000s) 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Full Year 1Q 2021 2Q 2021 3Q 2021 4Q 2021 Full Year COVID-19 Cumulative 2020 and 2021 Independent Living Estimated lost resident fee revenue $ 600 $ 6,900 $ 12,500 $ 18,000 $ 38,000 $ 16,500 $ 17,600 $ 17,900 $ 19,600 $ 71,600 $ 109,600 Other operating income $ — $ — $ 96 $ 11,440 $ 11,536 $ 1,327 $ 110 $ 9 $ 28 $ 1,474 $ 13,010 Facility operating expense $ 1,166 $ 9,343 $ 2,150 $ 3,002 $ 15,661 $ 2,928 $ 1,328 $ 888 $ 408 $ 5,552 $ 21,213 Assisted Living and Memory Care Estimated lost resident fee revenue $ 1,600 $ 25,900 $ 48,300 $ 64,300 $ 140,100 $ 62,400 $ 54,800 $ 49,600 $ 47,500 $ 214,300 $ 354,400 Other operating income $ — $ 151 $ 1,937 $ 59,057 $ 61,145 $ 4,930 $ 611 $ 75 $ 155 $ 5,771 $ 66,916 Facility operating expense $ 7,419 $ 37,545 $ 15,394 $ 20,306 $ 80,664 $ 18,521 $ 5,944 $ 4,740 $ 2,483 $ 31,688 $ 112,352 CCRCs Estimated lost resident fee revenue $ 500 $ 9,200 $ 10,800 $ 12,600 $ 33,100 $ 10,000 $ 6,800 $ 6,200 $ 5,100 $ 28,100 $ 61,200 Other operating income $ — $ 5,933 $ 1,565 $ 3,267 $ 10,765 $ 993 $ 31 $ 3 $ 52 $ 1,079 $ 11,844 Facility operating expense $ 384 $ 5,053 $ 2,757 $ 2,784 $ 10,978 $ 2,945 $ 913 $ 783 $ 280 $ 4,921 $ 15,899 Total Same Community Estimated lost resident fee revenue $ 2,700 $ 42,000 $ 71,600 $ 94,900 $ 211,200 $ 88,900 $ 79,200 $ 73,700 $ 72,200 $ 314,000 $ 525,200 Other operating income $ — $ 6,084 $ 3,598 $ 73,764 $ 83,446 $ 7,250 $ 752 $ 87 $ 235 $ 8,324 $ 91,770 Facility operating expense $ 8,969 $ 51,941 $ 20,301 $ 26,092 $ 107,303 $ 24,394 $ 8,185 $ 6,411 $ 3,171 $ 42,161 $ 149,464
23 Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBITDA after cash financing lease payments, Adjusted Free Cash Flow, Net Debt, and Adjusted Net Debt (each as defined in the "Definitions" section), which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt less current portion, or current portion of long-term debt. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations set forth in this Appendix of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP and to review the information under "Reconciliations of Non-GAAP Financial Measures" in the Company’s earnings release dated February 14, 2022 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.
24 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Net income (loss) $ 369,497 $ (118,420) $ (124,993) $ (44,139) $ 81,945 $ (108,303) $ (83,604) $ 174,263 $ (81,720) $ (99,364) Provision (benefit) for income taxes (15,828) 8,504 14,884 (2,208) 5,352 752 (792) 15,279 (23,402) (8,163) Equity in (earnings) loss of unconsolidated ventures 1,008 (438) 293 1,244 2,107 531 (13,946) 1,474 1,547 (10,394) Loss (gain) on debt modification and extinguishment, net (19,181) 157 7,917 211 (10,896) — — — 1,932 1,932 Loss (gain) on sale of assets, net (372,839) 1,029 (2,209) (513) (374,532) (1,112) 79 (288,375) 573 (288,835) Other non-operating (income) loss (2,662) (988) (948) (1,050) (5,648) (1,644) (2,948) (571) (740) (5,903) Interest expense 56,360 52,422 50,546 49,451 208,779 48,607 49,057 49,361 48,115 195,140 Interest income (1,455) (2,243) (607) (494) (4,799) (421) (341) (286) (301) (1,349) Income (loss) from operations 14,900 (59,977) (55,117) 2,502 (97,692) (61,590) (52,495) (48,855) (53,996) (216,936) Depreciation and amortization 90,738 93,154 87,821 87,513 359,226 83,891 83,591 84,560 85,571 337,613 Asset impairment 78,226 10,290 8,213 10,579 107,308 10,677 2,078 639 9,609 23,003 Loss (gain) on facility operating lease termination, net — — — (2,303) (2,303) — — — (2,003) (2,003) Operating lease expense adjustment (6,733) (8,221) (117,322) (4,000) (136,276) (4,664) (5,326) (6,273) (7,017) (23,280) Non-cash stock-based compensation expense 5,957 6,119 6,136 2,535 20,747 4,783 4,527 3,568 3,392 16,270 Transaction and Organizational Restructuring Costs 1,981 3,368 6,250 1,778 13,377 1,884 689 943 293 3,809 Adjusted EBITDA (1) $ 185,069 $ 44,733 $ (64,019) $ 98,604 $ 264,387 $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 PEAK management termination fee (100,000) — — — (100,000) — — — — — VTR one-time cash lease payment — — 119,180 — 119,180 — — — — — Adjusted EBITDA, excluding PEAK management termination fee and VTR one-time cash lease payment $ 85,069 $ 44,733 $ 55,161 $ 98,604 $ 283,567 $ 34,981 $ 33,064 $ 34,582 $ 35,849 $ 138,476 Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 1,308 $ 89 $ 236 $ 12,368 Adjusted EBITDA Reconciliation Non-GAAP Financial Measures (continued) (1) Adjusted EBITDA includes: ◦ Government grants and credits recognized in other operating income. ◦ $100.0 million benefit for the first quarter and full year of 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s ownership interest in the CCRC Venture. ◦ The $119.2 million one-time cash lease payment for the third quarter and full year of 2020.
25 Adjusted EBITDAR; Adjusted EBITDA; and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Full Year 2021($ in 000s) Net income (loss) $ (99,364) Provision (benefit) for income taxes (8,163) Equity in (earnings) loss of unconsolidated ventures (10,394) Loss (gain) on debt modification and extinguishment, net 1,932 Loss (gain) on sale of assets, net (288,835) Other non-operating (income) loss (5,903) Interest expense 195,140 Interest income (1,349) Income (loss) from operations (216,936) Depreciation and amortization 337,613 Asset impairment 23,003 Loss (gain) on facility operating lease termination, net (2,003) Facility operating lease expense 174,358 Non-cash stock-based compensation expense 16,270 Transaction and Organizational Restructuring Costs 3,809 Adjusted EBITDAR $ 336,114 Facility operating lease expense (174,358) Operating lease expense adjustment (23,280) Adjusted EBITDA $ 138,476 Interest expense: financing lease obligations (46,282) Payment of financing lease obligations (19,874) Adjusted EBITDA after cash financing lease payments $ 72,320 Non-GAAP Financial Measures (continued)
26 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of December 31, 2021 Long-term debt (including current portion) $ 3,841,212 Cash and cash equivalents (347,031) Marketable securities (182,393) Cash held as collateral against existing debt (18,406) Net Debt 3,293,382 Operating and financing lease obligations 1,384,805 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (29,089) Adjusted Net Debt $ 4,649,098 Operating and financing lease obligations $ 1,384,805 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (29,089) Adjusted operating and financing lease obligations 1,355,716 Operating and financing lease obligations related to corporate office and information technology leases (15,881) Operating and financing lease obligations for Senior Housing Leased Portfolio $ 1,339,835 Non-GAAP Financial Measures (continued)
27 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q 2Q 3Q 4Q Full Year Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) Net cash provided by (used in) investing activities (247,927) (47,483) (48,554) (81,147) (425,111) (3,806) 1,561 203,974 (20,272) 181,457 Net cash provided by (used in) financing activities 347,250 (40,726) 96,668 (20,279) 382,913 (35,562) (20,992) (19,177) (37,926) (113,657) Net increase (decrease) in cash, cash equivalents and restricted cash $ 156,802 $ 63,631 $ (29,055) $ (27,927) $ 163,451 $ (63,225) $ (16,021) $ 191,997 $ (139,585) $ (26,834) Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) $ 3,410 $ 7,200 $ (81,387) $ (94,634) Distributions from unconsolidated ventures from cumulative share of net earnings — — (766) — (766) — (5,355) (836) — (6,191) Changes in prepaid insurance premiums financed with notes payable 17,434 (5,770) (5,841) (5,823) — 12,985 (4,200) (4,151) (4,634) — 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 (4,088) (6,421) (3,131) (8,602) (22,242) (7,563) (7,943) (11,551) (3,908) (30,965) Non-development capital expenditures, net (60,556) (21,521) (22,872) (34,643) (139,592) (27,450) (35,795) (28,193) (45,972) (137,410) Payment of financing lease obligations (5,087) (4,677) (4,548) (4,556) (18,868) (4,789) (4,864) (5,039) (5,182) (19,874) Adjusted Free Cash Flow (1) $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) $ (54,747) $ (42,570) $ (138,703) $ (286,694) Cash received - government grants and credits $ — $ 34,234 $ 4,364 $ 77,150 $ 115,748 $ 1,700 $ 405 $ 1,144 $ 601 $ 3,850 Deferred payroll taxes — 26,548 23,592 22,534 72,674 — — — (31,553) (31,553) Cash received (recouped) - Medicare advances — 85,013 2,529 — 87,542 — (14,258) (3,527) (3,057) (20,842) Adjusted Free Cash Flow Reconciliation Non-GAAP Financial Measures (continued) Brookdale Senior Living Inc. 111 Westwood Place Brentwood, TN 37027 (615) 221-2250 www.brookdale.com (1) Adjusted Free Cash Flow includes: ◦ Government grants and credits received, employer portion of payroll taxes deferred (paid), and receipts (recoupments) of advanced Medicare payments. ◦ $100.0 million benefit for the first quarter and full year 2020 for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s ownership interest in the CCRC Venture. ◦ The $119.2 million one-time cash lease payment for the third quarter and full year of 2020.