EX-99.2 3 bkdq12021supplemental.htm EX-99.2 bkdq12021supplemental
Supplemental Information 1st Quarter 2021 Exhibit 99.2


 
2 COVID-19 Financial Impact 3 Overview 4 Segment Overview 7 Senior Housing 8 Health Care Services 13 G&A Expense 14 Capital Expenditures 15 Cash Facility Lease Payments 16 Capital Structure 17 Definitions 18 Appendices: Summary Financial Impact: COVID-19 21 Non-GAAP Financial Measures 23 Table of Contents


 
3 COVID-19 Financial Impact 1Q 2021 ($ in 000s) 2020 Consolidated Total Independent Living Assisted Living and Memory Care CCRCs Health Care Services 1Q 2021 Consolidated Total Estimated lost resident fee revenue $ 281,100 $ 16,700 $ 62,900 $ 14,600 $ 23,300 $ 117,500 Other operating income 115,749 1,364 5,104 1,684 2,583 10,735 Facility operating expense 125,534 3,047 18,902 3,985 1,403 27,337 The COVID-19 pandemic adversely impacted the Company's occupancy and resident fee revenue during 2020 and 2021 and resulted in incremental direct costs to respond to the pandemic, including costs for: acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies; enhanced cleaning and environmental sanitation; increased employee- related costs, including labor, workers compensation, and health plan expense; increased expense for general liability claims; and COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. On a cumulative basis, the Company has incurred $152.9 million of pandemic-related expenses, of which 38% related to employee-related costs, 37% related to PPE and medical supplies, and 25% related to cleaning and other costs. During the first quarter of 2021 the Company recognized $9.0 million of other operating income for employee retention credits available under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”) for wages paid from March 12, 2020 through September 30, 2020. Additionally, the Company recognized $1.7 million of government grants in other operating income. The following tables present the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated and Senior Housing Same Community 2020 and first quarter 2021 results. The estimated lost revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-COVID-19 expectations for the 2020 period. Presentations of these impacts are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. See pages 21 and 22 for the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated and Senior Housing Same Community quarterly and full year 2020 results. 1Q 2021 ($ in 000s) 2020 Same Community Independent Living Assisted Living and Memory Care CCRCs 1Q 2021 Same Community Estimated lost resident fee revenue $ 216,600 $ 16,500 $ 62,600 $ 12,100 $ 91,200 Other operating income 85,859 1,327 4,967 1,260 7,554 Facility operating expense 109,750 2,928 18,789 3,440 25,157 Estimated Impact on Consolidated Portfolio Estimated Impact on Senior Housing: Same Community March 2020 April 2020 May 2020 June 2020 July 2020 August 2020 September 2020 October 2020 November 2020 December 2020 January 2021 February 2021 March 2021 April 2021 Weighted average occupancy 82.7 % 80.4 % 78.4 % 77.4 % 76.4 % 75.2 % 74.3 % 73.8 % 72.8 % 71.5 % 70.0 % 69.4 % 69.4 % 69.9 % Month-end occupancy 82.2 % 80.0 % 78.5 % 77.8 % 76.6 % 75.5 % 75.0 % 74.1 % 73.1 % 71.5 % 70.4 % 70.1 % 70.6 % 71.1 % Consolidated Monthly Occupancy Trend


 
4 695 communities 59,598 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 $119.2 million one-time cash lease payment made to Ventas, Inc. ("Ventas" or "VTR") in connection with the Company's lease restructuring transaction effective July 26, 2020 ("one-time cash lease payment"). Important Note Regarding Non-GAAP Financial Measures • Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. See “Definitions” and “Non-GAAP Financial Measures” for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. 2020 2021 1Q21 vs. 1Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q Better (B)/ (Worse) (W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 (15.1) % Management fee revenue $ 108,715 $ 6,076 $ 5,669 $ 10,230 $ 130,690 $ 8,566 (92.1) % Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 NM Net income (loss) $ 369,497 $ (118,420) $ (124,993) $ (44,139) $ 81,945 $ (108,303) NM Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) NM Adjusted EBITDA(1) $ 185,069 $ 44,733 $ (64,019) $ 98,604 $ 264,387 $ 34,981 (81.1) % PEAK management termination fee $ 100,000 $ — $ — $ — $ 100,000 $ — NM VTR one-time cash lease payment $ — $ — $ (119,180) $ — $ (119,180) $ — 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 (58.9) % Adjusted Free Cash Flow $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) NM Period end consolidated number of units 54,037 54,019 53,110 52,982 52,982 52,946 (2.0) % 1Q 2021 weighted average occupancy (consolidated communities) Occupancy Band Community Count % of Period End Communities Greater than 95% 18 3% 90% > 95% 32 5% 85% > 90% 47 7% 80% > 85% 55 8% 75% > 80% 68 10% 70% > 75% 94 15% Less than 70% 336 52% Total 650 100% Consolidated Portfolio Average Asset Age ~ 24 years Overview As of March 31, 2021 Consolidated: 52,946 Consolidated: 650 Leased 301 Managed 45 Owned 349 Leased 21,127 Managed 6,652 Owned 31,819


 
5 2020 2021 1Q21 vs. 1Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 (15.1) % Management fee revenue 108,715 6,076 5,669 10,230 130,690 8,566 (92.1) % Other operating income — 26,693 10,765 78,291 115,749 10,735 NM Facility operating expense (588,482) (606,034) (570,530) (576,813) (2,341,859) (556,312) 5.5 % Combined Segment Operating Income 302,940 158,364 146,675 189,168 797,147 127,339 (58.0) % General and administrative expense (1) (46,657) (43,031) (41,752) (41,011) (172,451) (43,276) 7.2 % Cash facility operating lease payments (see page 16) (71,214) (70,600) (168,942) (49,553) (360,309) (49,082) 31.1 % Adjusted EBITDA (2) 185,069 44,733 (64,019) 98,604 264,387 34,981 (81.1) % PEAK management termination fee (100,000) — — — (100,000) — NM VTR one-time cash lease payment — — 119,180 — 119,180 — 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 (58.9) % PEAK management termination fee 100,000 — — — 100,000 — NM VTR one-time cash lease payment — — (119,180) — (119,180) — NM Transaction and Organizational Restructuring Costs (1,981) (3,368) (6,250) (1,778) (13,377) (1,884) 4.9 % Interest expense, net (see page 16) (53,590) (48,623) (48,209) (47,130) (197,552) (46,313) - 1 13.6 % Payment of financing lease obligations (5,087) (4,677) (4,548) (4,556) (18,868) (4,789) 5.9 % Changes in working capital (3) (53,902) 149,055 33,794 9,945 138,892 (5,320) 90.1 % Other (4) (4,771) (2,148) (2,223) (567) (9,709) 101 NM Non-Development Capital Expenditures, net (see page 15) (60,556) (21,521) (22,872) (34,643) (139,592) (27,450) 54.7 % Adjusted Free Cash Flow $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) NM Adjusted EBITDA and Adjusted Free Cash Flow (1) Excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs, see page 14. (2) Adjusted EBITDA for the first quarter and full year 2020 includes the $100.0 million benefit for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s interest in the CCRC Venture. Adjusted EBITDA includes government grants and credits recognized during the respective periods as presented in other operating income. Adjusted EBITDA for the third quarter and full year of 2020 includes the $119.2 million one-time cash lease payment. (3) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases and includes the working capital impacts related to CARES Act programs. (4) Primarily consists of proceeds from property insurance and cash paid for state income taxes.


 
6 (1) The Company entered into definitive agreements with affiliates of HCA Healthcare, Inc., providing for the sale of 80% of the Company's equity in its Health Care Services segment, as further described in the press release issued on February 24, 2021. (2) Primarily consists of corporate capital expenditures, changes in working capital, Transaction and Organizational Restructuring Costs, lease payments for corporate offices and information technology systems and equipment, interest income, and cash paid for state income taxes. (3) G&A includes both direct, incremental costs attributable to the segment or portfolio and allocated costs; see page 14. (4) Adjusted EBITDA for the first quarter of 2021 includes $10.7 million of government grants and credits recognized in other operating income. (5) Excludes changes in prepaid insurance premiums financed with notes payable and lessor capital expenditure reimbursements under operating leases. 1Q 2021 ($ in 000s) Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Health Care Services(1) Management Services Other(2) Resident fee revenue $ 664,350 $ 336,160 $ 241,339 $ 86,851 $ — $ — Management fee revenue 8,566 — — — 8,566 — Other operating income 10,735 5,098 3,054 2,583 — — Facility operating expense (556,312) (280,235) (189,046) (87,031) — — Combined Segment Operating Income 127,339 61,023 55,347 2,403 8,566 — General and administrative expense (excluding non-cash stock-based compensation expense and transaction costs)(3) (43,276) (19,358) (13,898) (5,026) (4,994) — Cash facility operating lease payments (49,082) — (47,653) — — (1,429) Adjusted EBITDA(4) 34,981 41,665 (6,204) (2,623) 3,572 (1,429) Transaction and Organizational Restructuring Costs (1,884) — — — — (1,884) Interest expense, net (46,313) (35,351) (11,383) — — 421 Payment of financing lease obligations (4,789) — (4,726) — — (63) Changes in working capital(5) (5,320) — — — — (5,320) Other 101 306 — — — (205) Non-Development Capital Expenditures, net (27,450) (14,286) (7,550) — — (5,614) Adjusted Free Cash Flow $ (50,674) $ (7,666) $ (29,863) $ (2,623) $ 3,572 $ (14,094) Adjusted EBITDA and Adjusted Free Cash Flow Distribution


 
7 2020 2021 1Q21 vs. 1Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Total Senior Housing, Health Care Services, and Management Services Revenue (1) $ 891,422 $ 737,705 $ 706,440 $ 687,690 $ 3,023,257 $ 672,916 (24.5) % Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 NM Combined Segment Operating Income $ 302,940 $ 158,364 $ 146,675 $ 189,168 $ 797,147 $ 127,339 (58.0) % Combined segment operating margin 34.0 % 20.7 % 20.5 % 24.7 % 25.4 % 18.6 % (1,540) bps Combined segment adjusted operating margin (2) 34.0 % 17.8 % 19.2 % 16.1 % 22.5 % 17.3 % (1,670) bps Senior Housing (see page 8) Revenue $ 687,888 $ 641,459 $ 610,868 $ 585,542 $ 2,525,757 $ 577,499 (16.0) % Other operating income $ — $ 9,698 $ 4,873 $ 78,291 $ 92,862 $ 8,152 NM Senior Housing Operating Income $ 203,346 $ 142,596 $ 139,544 $ 179,108 $ 664,594 $ 116,370 (42.8) % Senior Housing operating margin 29.6 % 21.9 % 22.7 % 27.0 % 25.4 % 19.9 % (970) bps Senior Housing adjusted operating margin(2) 29.6 % 20.7 % 22.0 % 17.2 % 22.6 % 18.7 % (1,090) bps Number of communities (period end) 661 660 652 651 651 650 (1.7) % Period end number of units 54,037 54,019 53,110 52,982 52,982 52,946 (2.0) % Total Average Units 54,184 54,040 53,440 53,086 53,687 52,971 (2.2) % RevPAR $ 4,229 $ 3,954 $ 3,806 $ 3,673 $ 3,917 $ 3,631 (14.1) % Weighted average unit occupancy 83.2 % 78.7 % 75.3 % 72.7 % 77.5 % 69.6 % (1,360) bps RevPOR $ 5,085 $ 5,022 $ 5,056 $ 5,052 $ 5,054 $ 5,219 2.6 % Health Care Services Segment (see page 13) Revenue $ 94,819 $ 90,170 $ 89,903 $ 91,918 $ 366,810 $ 86,851 (8.4) % Other operating income $ — $ 16,995 $ 5,892 $ — $ 22,887 $ 2,583 NM Segment Operating Income $ (9,121) $ 9,692 $ 1,462 $ (170) $ 1,863 $ 2,403 NM Segment operating margin (9.6) % 9.0 % 1.5 % (0.2) % 0.5 % 2.7 % NM Segment adjusted operating margin(2) (9.6) % (8.1) % (4.9) % (0.2) % (5.7) % (0.2) % 940 bps Management Services Segment Segment Operating Income (comprised solely of management fees) $ 108,715 $ 6,076 $ 5,669 $ 10,230 $ 130,690 $ 8,566 (92.1) % Resident fee revenue under management(3) $ 184,145 $ 131,558 $ 116,576 $ 107,817 $ 540,096 $ 82,468 (55.2) % Number of communities (period end)(3) 80 77 74 75 75 45 (43.8) % Period end number of units(3) 11,033 10,694 9,980 10,129 10,129 6,652 (39.7) % Total Average Units(3) 13,325 10,905 10,446 10,062 11,184 8,258 (38.0) % Weighted average unit occupancy(3) 84.0 % 78.0 % 74.6 % 72.1 % 77.6 % 69.4 % (1,460) bps Segment Overview (1) Excludes reimbursed costs on behalf of managed communities. (2) Excludes other operating income (3) Not included in consolidated reported amounts.


 
8 2020 2021 1Q21 vs. 1Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Independent Living Revenue $ 135,862 $ 130,278 $ 125,762 $ 120,696 $ 512,598 $ 118,782 (12.6) % Other operating income $ — $ — $ 96 $ 11,727 $ 11,823 $ 1,364 NM Segment Operating Income $ 51,414 $ 41,038 $ 42,438 $ 47,923 $ 182,813 $ 37,329 (27.4) % Segment operating margin 37.8 % 31.5 % 33.7 % 36.2 % 34.9 % 31.1 % (670) bps Segment adjusted operating margin (1) 37.8 % 31.5 % 33.7 % 30.0 % 33.4 % 30.3 % (750) bps Number of communities (period end) 68 68 68 68 68 68 — Period end number of units 12,537 12,534 12,534 12,534 12,534 12,542 — Total Average Units 12,529 12,534 12,534 12,534 12,533 12,539 0.1 % RevPAR $ 3,615 $ 3,465 $ 3,345 $ 3,210 $ 3,408 $ 3,158 (12.6) % Weighted average unit occupancy 87.1 % 83.5 % 80.0 % 76.7 % 81.8 % 73.6 % (1,350) bps RevPOR $ 4,151 $ 4,147 $ 4,182 $ 4,183 $ 4,165 $ 4,290 3.3 % Assisted Living and Memory Care Revenue $ 457,479 $ 432,156 $ 408,695 $ 392,946 $ 1,691,276 $ 386,938 (15.4) % Other operating income $ — $ 152 $ 1,936 $ 60,497 $ 62,585 $ 5,104 NM Segment Operating Income $ 132,001 $ 87,708 $ 87,152 $ 121,740 $ 428,601 $ 71,433 (45.9) % Segment operating margin 28.9 % 20.3 % 21.2 % 26.8 % 24.4 % 18.2 % (1,070) bps Segment adjusted operating margin (1) 28.9 % 20.3 % 20.9 % 15.6 % 21.6 % 17.1 % (1,180) bps Number of communities (period end) 571 570 563 563 563 562 (1.6) % Period end number of units 35,789 35,744 35,124 35,126 35,126 35,082 (2.0) % Total Average Units 35,944 35,785 35,268 35,126 35,530 35,110 (2.3) % RevPAR $ 4,242 $ 4,025 $ 3,863 $ 3,729 $ 3,967 $ 3,673 (13.4) % Weighted average unit occupancy 81.9 % 77.8 % 74.4 % 71.8 % 76.5 % 68.3 % (1,360) bps RevPOR $ 5,178 $ 5,172 $ 5,193 $ 5,193 $ 5,184 $ 5,376 3.8 % CCRCs Revenue $ 94,547 $ 79,025 $ 76,411 $ 71,900 $ 321,883 $ 71,779 (24.1) % Other operating income $ — $ 9,546 $ 2,841 $ 6,067 $ 18,454 $ 1,684 NM Segment Operating Income $ 19,931 $ 13,850 $ 9,954 $ 9,445 $ 53,180 $ 7,608 (61.8) % Segment operating margin 21.1 % 15.6 % 12.6 % 12.1 % 15.6 % 10.4 % (1,070) bps Segment adjusted operating margin (1) 21.1 % 5.4 % 9.3 % 4.7 % 10.8 % 8.3 % (1,280) bps Number of communities (period end) 22 22 21 20 20 20 (9.1) % Period end number of units 5,711 5,741 5,452 5,322 5,322 5,322 (6.8) % Total Average Units 5,711 5,721 5,638 5,426 5,624 5,322 (6.8) % RevPAR $ 5,496 $ 4,572 $ 4,477 $ 4,385 $ 4,738 $ 4,473 (18.6) % Weighted average unit occupancy 82.4 % 74.0 % 70.7 % 69.2 % 74.2 % 68.5 % (1,390) bps RevPOR $ 6,669 $ 6,181 $ 6,332 $ 6,334 $ 6,389 $ 6,534 (2.0) % Senior Housing Segments (1) Excludes other operating income


 
9 2020 2021 1Q21 vs. 1Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Revenue $ 643,232 $ 602,682 $ 579,036 $ 558,891 $ 2,383,841 $ 551,467 (14.3) % Other operating income — 7,044 3,856 74,959 85,859 7,554 NM Revenue and other operating income 643,232 609,726 582,892 633,850 2,469,700 559,021 (13.1) % Community Labor Expenses (291,322) (297,071) (291,452) (300,400) (1,180,245) (294,319) (1.0) % Other facility operating expenses (159,358) (175,886) (153,988) (158,380) (647,612) (152,020) 4.6 % Facility operating expenses(2) (450,680) (472,957) (445,440) (458,780) (1,827,857) (446,339) 1.0 % Same Community Operating Income $ 192,552 $ 136,769 $ 137,452 $ 175,070 $ 641,843 $ 112,682 (41.5) % Same Community operating margin 29.9 % 22.4 % 23.6 % 27.6 % 26.0 % 20.2 % (970) bps Same Community adjusted operating margin(3) 29.9 % 21.5 % 23.1 % 17.9 % 23.3 % 19.1 % (1,080) bps Total Average Units 50,458 50,451 50,450 50,452 50,453 50,455 — RevPAR $ 4,249 $ 3,982 $ 3,826 $ 3,693 $ 3,938 $ 3,643 (14.3) % Weighted average unit occupancy 83.4 % 79.0 % 75.4 % 72.7 % 77.6 % 69.5 % (1,390) bps RevPOR $ 5,097 $ 5,040 $ 5,071 $ 5,076 $ 5,071 $ 5,244 2.9 % Same Community Operating Income / Weighted Average Occupancy $192,552 $136,769 $137,452 $175,070 $112,682 83.4% 79.0% 75.4% 72.7% 69.5% 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 Same Community RevPAR $4,249 $3,982 $3,826 $3,693 $3,643 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 Senior Housing: Same Community(1) (1) Same Community portfolio reflects 637 communities. (2) Excludes natural disaster expense of $2.9 million and $1.1 million for the full year 2020 and the first quarter of 2021, respectively. (3) Excludes other operating income (4) Same Community Operating Income includes government grants and credits recognized in other operating income. (2) (4)(4) (4) (4)


 
10 2020 2021 1Q21 vs. 1Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Independent Living Revenue $ 132,556 $ 127,065 $ 122,498 $ 117,457 $ 499,576 $ 115,625 (12.8) % Other operating income — — 96 11,440 11,536 1,327 NM Community Labor Expense (48,247) (49,643) (48,085) (49,054) (195,029) (48,034) 0.4 % Other facility operating expense (33,925) (37,209) (32,574) (32,623) (136,331) (32,333) 4.7 % Facility operating expense (82,172) (86,852) (80,659) (81,677) (331,360) (80,367) 2.2 % Same Community Operating Income $ 50,384 $ 40,213 $ 41,935 $ 47,220 $ 179,752 $ 36,585 (27.4) % Same Community operating margin 38.0 % 31.6 % 34.2 % 36.6 % 35.2 % 31.3 % (670) bps Same Community adjusted operating margin(2) 38.0 % 31.6 % 34.2 % 30.5 % 33.7 % 30.5 % (750) bps Total Average Units 12,159 12,156 12,156 12,156 12,157 12,161 — RevPAR $ 3,634 $ 3,484 $ 3,359 $ 3,221 $ 3,425 $ 3,169 (12.8) % Weighted average unit occupancy 87.1 % 83.6 % 79.9 % 76.7 % 81.8 % 73.6 % (1,350) bps RevPOR $ 4,174 $ 4,170 $ 4,203 $ 4,202 $ 4,187 $ 4,307 3.2 % Assisted Living and Memory Care Revenue $ 444,269 $ 420,705 $ 401,934 $ 388,265 $ 1,655,173 $ 381,448 (14.1) % Other operating income — 151 1,937 59,355 61,443 4,967 NM Community Labor Expense (207,908) (212,841) (209,865) (217,142) (847,756) (211,656) (1.8) % Other facility operating expense (108,430) (121,165) (105,610) (109,070) (444,275) (103,353) 4.7 % Facility operating expense (316,338) (334,006) (315,475) (326,212) (1,292,031) (315,009) 0.4 % Same Community Operating Income $ 127,931 $ 86,850 $ 88,396 $ 121,408 $ 424,585 $ 71,406 (44.2) % Same Community operating margin 28.8 % 20.6 % 21.9 % 27.1 % 24.7 % 18.5 % (1,030) bps Same Community adjusted operating margin(2) 28.8 % 20.6 % 21.5 % 16.0 % 21.9 % 17.4 % (1,140) bps Total Average Units 34,513 34,509 34,508 34,510 34,510 34,508 — RevPAR $ 4,291 $ 4,064 $ 3,883 $ 3,750 $ 3,997 $ 3,685 (14.1) % Weighted average unit occupancy 82.2 % 78.0 % 74.4 % 71.8 % 76.6 % 68.3 % (1,390) bps RevPOR $ 5,221 $ 5,207 $ 5,216 $ 5,220 $ 5,216 $ 5,396 3.4 % CCRCs Revenue $ 66,407 $ 54,912 $ 54,604 $ 53,169 $ 229,092 $ 54,394 (18.1) % Other operating income — 6,893 1,823 4,164 12,880 1,260 NM Community Labor Expense (35,167) (34,587) (33,502) (34,204) (137,460) (34,629) 1.5 % Other facility operating expense (17,003) (17,512) (15,804) (16,687) (67,006) (16,334) 3.9 % Facility operating expense (52,170) (52,099) (49,306) (50,891) (204,466) (50,963) 2.3 % Same Community Operating Income $ 14,237 $ 9,706 $ 7,121 $ 6,442 $ 37,506 $ 4,691 (67.1) % Same Community operating margin 21.4 % 15.7 % 12.6 % 11.2 % 15.5 % 8.4 % (1,300) bps Same Community adjusted operating margin(2) 21.4 % 5.1 % 9.7 % 4.3 % 10.7 % 6.3 % (1,510) bps Total Average Units 3,786 3,786 3,786 3,786 3,786 3,786 — % RevPAR $ 5,847 $ 4,835 $ 4,808 $ 4,681 $ 5,043 $ 4,789 (18.1) % Weighted average unit occupancy 82.4 % 73.2 % 70.4 % 68.4 % 73.6 % 67.1 % (1,530) bps RevPOR $ 7,093 $ 6,605 $ 6,831 $ 6,848 $ 6,844 $ 7,133 0.6 % Senior Housing Segments: Same Community(1) (1) Same Community portfolio reflects 66 Independent Living communities, 556 Assisted Living and Memory Care communities, and 15 CCRC communities. (2) Excludes other operating income


 
11 2020 2021 1Q21 vs. 1Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Revenue $ 402,397 $ 376,140 $ 356,105 $ 338,806 $ 1,473,448 $ 336,160 (16.5) % Other operating income — 7,156 3,317 43,955 54,428 5,098 NM Facility operating expense (290,116) (301,459) (284,780) (286,816) (1,163,171) (280,235) 3.4 % Owned Portfolio Operating Income $ 112,281 $ 81,837 $ 74,642 $ 95,945 $ 364,705 $ 61,023 (45.7) % Owned Portfolio operating margin 27.9 % 21.4 % 20.8 % 25.1 % 23.9 % 17.9 % (1,000) bps Owned Portfolio adjusted operating margin(1) 27.9 % 19.9 % 20.0 % 15.3 % 21.1 % 16.6 % (1,130) bps Additional Information Interest expense: property level and corporate debt $ (41,763) $ (38,974) $ (36,908) $ (36,172) $ (153,817) $ (35,351) 15.4 % Community level capital expenditures, net (see page 15) $ (36,735) $ (12,011) $ (12,236) $ (14,633) $ (75,615) $ (14,286) 61.1 % Number of communities (period end) 355 355 350 350 350 349 (1.7) % Period end number of units 32,455 32,481 31,824 31,853 31,853 31,819 (2.0) % Total Average Units 32,513 32,461 32,137 31,851 32,240 31,844 (2.1) % RevPAR $ 4,125 $ 3,862 $ 3,694 $ 3,540 $ 3,807 $ 3,514 (14.8) % Weighted average occupancy 82.6 % 78.0 % 74.2 % 71.5 % 76.6 % 68.4 % (1,420) bps RevPOR $ 4,997 $ 4,944 $ 4,978 $ 4,950 $ 4,968 $ 5,135 2.8 % Senior Housing Owned Portfolio Interest Coverage as of March 31, 2021 1.6x Interest Coverage as of March 31, 2021 (excluding other operating income) 1.2x Net Debt as of March 31, 2021 (see page 17) $3,432,254 (1) Excludes other operating income.


 
12 2020 2021 1Q21 vs. 1Q20 ($ in 000s, except RevPAR and RevPOR) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Revenue $ 285,491 $ 265,319 $ 254,763 $ 246,736 $ 1,052,309 $ 241,339 (15.5) % Other operating income — 2,542 1,556 34,336 38,434 3,054 NM Facility operating expense (194,426) (207,102) (191,417) (197,909) (790,854) (189,046) 2.8 % Leased Portfolio Operating Income $ 91,065 $ 60,759 $ 64,902 $ 83,163 $ 299,889 $ 55,347 (39.2) % Leased Portfolio operating margin 31.9 % 22.7 % 25.3 % 29.6 % 27.5 % 22.6 % (930) bps Leased Portfolio adjusted operating margin(1) 31.9 % 21.9 % 24.9 % 19.8 % 24.8 % 21.7 % (1,020) bps Additional Information One-time cash lease payment $ — $ — $ (119,180) $ — $ (119,180) $ — NM Other cash facility lease payments on leased portfolio (see page 16) $ (88,503) $ (85,623) $ (64,534) $ (64,036) $ (302,696) $ (63,762) 28.0 % Community level capital expenditures, net (see page 15) $ (18,413) $ (1,727) $ (5,808) $ (10,730) $ (36,678) $ (7,550) 59.0 % Number of communities (period end) 306 305 302 301 301 301 (1.6) % Period end number of units 21,582 21,538 21,286 21,129 21,129 21,127 (2.1) % Total Average Units 21,671 21,579 21,303 21,235 21,447 21,127 (2.5) % RevPAR $ 4,384 $ 4,091 $ 3,977 $ 3,874 $ 4,083 $ 3,808 (13.1) % Weighted average unit occupancy 84.1 % 79.7 % 76.9 % 74.5 % 78.8 % 71.3 % (1,280) bps RevPOR $ 5,215 $ 5,136 $ 5,166 $ 5,199 $ 5,179 $ 5,340 2.4 % Lease Coverage as of March 31, 2021, excluding the one-time cash lease payment(2) 0.75x Pro-forma Lease Coverage(3) 0.82x Total operating and financing lease obligations as of March 31, 2021 (see page 26)(4) $ 1,448,774 Facility Lease Maturity Information as of March 31, 2021 Pro-forma trailing twelve months ended March 31, 2021(3) Initial lease maturities Community count Total units Total cash facility lease payments 2021 1 88 $ 676 2022 39 1,854 17,764 2023 — — — 2024 7 904 13,985 2025 121 10,288 101,839 Thereafter 133 7,993 119,070 Total 301 21,127 $ 253,334 Senior Housing Leased Portfolio (1) Excludes other operating income. (2) As of March 31, 2021, the lease coverage ratio, excluding both the one-time cash lease payment and other operating income, was 0.61x and including both the one-time cash lease payment and other operating income, was 0.53x. (3) Reflects the Company's Pro-forma Lease Coverage as of March 31, 2021 and Pro-forma trailing twelve months ended March 31, 2021 total cash facility lease payments assuming that the modification of the master lease with Ventas and the one-time cash lease payment had occurred on March 31, 2020. (4) Amount recognized on consolidated balance sheet reflects the discounted future minimum lease payments and the residual value for financing lease obligations.


 
13 2020 2021 1Q21 vs. 1Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Revenue Home health $ 65,948 $ 60,935 $ 61,586 $ 60,702 $ 249,171 $ 56,338 (14.6) % Hospice 23,182 23,849 22,997 25,439 95,467 24,499 5.7 % Outpatient Therapy 5,689 5,386 5,320 5,777 22,172 6,014 5.7 % Segment revenue 94,819 90,170 89,903 91,918 366,810 86,851 (8.4) % Other operating income — 16,995 5,892 — 22,887 2,583 NM Revenue and other operating income 94,819 107,165 95,795 91,918 389,697 89,434 (5.7) % Facility operating expense (103,940) (97,473) (94,333) (92,088) (387,834) (87,031) 16.3 % Segment Operating Income (Loss) $ (9,121) $ 9,692 $ 1,462 $ (170) $ 1,863 $ 2,403 NM Segment operating margin (9.6) % 9.0 % 1.5 % (0.2) % 0.5 % 2.7 % NM Segment adjusted operating margin(2) (9.6) % (8.1) % (4.9) % (0.2) % (5.7) % (0.2) % 940 bps Additional Information Home health average daily census 14,020 12,980 13,146 12,646 13,196 11,647 (16.9) % Hospice average daily census 1,698 1,646 1,666 1,622 1,658 1,509 (11.1) % Health Care Services(1) (1) The Company entered into definitive agreements with affiliates of HCA Healthcare, Inc., providing for the sale of 80% of the Company's equity in its Health Care Services segment, as further described in the press release issued on February 24, 2021. (2) Excludes other operating income.


 
14 (1) G&A includes both direct, incremental costs attributable to the segment or portfolio and allocated costs. G&A allocations are calculated using a methodology which the Company believes matches the type of general and administrative cost with the community, segment, or portfolio. Some of the allocations are based on direct utilization and some are based on formulas such as unit proportion. G&A allocations presented herein exclude non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs. (2) Not included in consolidated reported amounts. (3) Excludes other operating income and other operating income under management. Consolidated, unless otherwise noted 2020 2021 1Q21 vs. 1Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 18,635 $ 18,336 $ 17,804 $ 17,511 $ 72,286 $ 19,358 (3.9) % Senior Housing Leased Portfolio allocation 13,221 12,933 12,738 12,753 51,645 13,898 (5.1) % Health Care Services allocation 6,953 5,355 5,158 4,910 22,376 5,026 27.7% Management Services allocation 7,848 6,407 6,052 5,837 26,144 4,994 36.4% Subtotal G&A expense allocations 46,657 43,031 41,752 41,011 172,451 43,276 7.2 % Non-cash stock-based compensation expense 5,957 6,119 6,136 2,535 20,747 4,783 19.7% Transaction and Organizational Restructuring Costs 1,981 3,368 6,250 1,778 13,377 1,884 4.9% General and administrative expense $ 54,595 $ 52,518 $ 54,138 $ 45,324 $ 206,575 $ 49,943 8.5 % 2020 2021 1Q21 vs. 1Q20 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee revenue $ 782,707 $ 731,629 $ 700,771 $ 677,460 $ 2,892,567 $ 664,350 (15.1) % Resident fee revenue under management (2) 184,145 131,558 116,576 107,817 540,096 82,468 (55.2) % Total (consolidated and under management) (3) $ 966,852 $ 863,187 $ 817,347 $ 785,277 $ 3,432,663 $ 746,818 (22.8) % G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) (3) G&A expense (excluding non-cash stock-based compensation expense and Transaction and Organizational Restructuring Costs) 4.8 % 5.0 % 5.1 % 5.2 % 5.0 % 5.8 % (100) 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% (110) bps G&A Expense


 
15 ($ in 000s, except for community level capital expenditures, net, per average unit) 2020 2021 1Q21 vs. 1Q20 1Q 2Q 3Q 4Q Full Year 1Q B(W) Community level capital expenditures, including allocations Senior Housing Owned Portfolio $ 36,735 $ 12,011 $ 12,236 $ 14,633 $ 75,615 $ 14,286 61.1 % Senior Housing Leased Portfolio 18,413 1,727 5,808 10,730 36,678 7,550 59.0 % Community level capital expenditures, net (A) 55,148 13,738 18,044 25,363 112,293 21,836 60.4 % Corporate capital expenditures (includes Health Care Services) 5,408 7,783 4,828 9,280 27,299 5,614 (3.8) % Non-Development Capital Expenditures, net 60,556 21,521 22,872 34,643 139,592 27,450 54.7 % Development Capital Expenditures, net 3,900 2,923 3,090 3,754 13,667 1,521 61.0 % Total capital expenditures, net $ 64,456 $ 24,444 $ 25,962 $ 38,397 $ 153,259 $ 28,971 55.1 % Lessor reimbursements: non-development capital expenditures 5,827 8,096 4,056 9,867 27,846 8,951 Change in related payables (898) 10,938 (2,191) (3,083) 4,766 2,439 Total cash paid for capital expenditures $ 69,385 $ 43,478 $ 27,827 $ 45,181 $ 185,871 $ 40,361 41.8 % Senior Housing Total Average Units (B) 54,184 54,040 53,440 53,086 53,687 52,971 (2.2) % Community level capital expenditures, net, per average unit (A/B) $ 1,018 $ 254 $ 338 $ 478 $ 2,092 $ 412 59.5% Capital Expenditures


 
16 (1) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 2020 2021 1Q21 vs. 1Q20 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q B(W) Operating Lease Obligations Facility lease expense $ 64,481 $ 62,379 $ 51,620 $ 45,553 $ 224,033 $ 44,418 Operating lease expense adjustment 6,733 8,221 117,322 4,000 136,276 4,664 Cash facility operating lease payments 71,214 70,600 168,942 49,553 360,309 49,082 31.1 % Financing Lease Obligations Interest expense: financing lease obligations 13,282 11,892 11,908 11,452 48,534 11,383 Payment of financing lease obligations 5,087 4,677 4,548 4,556 18,868 4,789 Cash financing lease payments 18,369 16,569 16,456 16,008 67,402 16,172 12.0 % Total cash facility lease payments(1) $ 89,583 $ 87,169 $ 185,398 $ 65,561 $ 427,711 $ 65,254 27.2 % VTR one-time cash lease payment — — (119,180) — (119,180) — Total cash facility lease payments, excluding the one-time cash lease payment $ 89,583 $ 87,169 $ 66,218 $ 65,561 $ 308,531 $ 65,254 27.2 % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 13,282 $ 11,892 $ 11,908 $ 11,452 $ 48,534 $ 11,383 14.3 % Interest income (1,455) (2,243) (607) (494) (4,799) (421) (71.1) % Interest expense: debt 41,763 38,974 36,908 36,172 153,817 35,351 15.4 % Interest expense, net 53,590 48,623 48,209 47,130 197,552 46,313 13.6 % Amortization of deferred financing costs and debt premium (discount) 1,315 1,556 1,730 1,827 6,428 1,873 Interest income 1,455 2,243 607 494 4,799 421 Interest expense per income statement $ 56,360 $ 52,422 $ 50,546 $ 49,451 $ 208,779 $ 48,607 13.8 % Cash Facility Lease Payments


 
17 Total Liquidity ($ in millions) $536 $600 $491 $575 $439 $501 $562 $491 $553 $439 $35 $38 $22 03/31/2020 06/30/2020 09/30/2020 12/31/2020 03/31/2021 (1) Includes the carrying value of mortgage debt and other notes payable of which 97.9%, or $3.8 billion, represented non-recourse property-level mortgage financings. (2) Reflects market rates as of March  31, 2021 and applicable cap rates for hedged debt. (3) Amount includes maturities and recurring monthly principal payments. For 2021, amount consists solely of recurring monthly principal payments. (4) Leverage ratios include results of operations of communities disposed of through the disposition date. (5) Includes the VTR $119.2 million one-time cash lease payment. (6) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR. (7) Excludes the VTR $119.2 million one-time cash lease payment. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDAR, Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See “Definitions” and “Non-GAAP Financial Measures” for the definitions of such measures and other important information regarding such measures, including reconciliations to the most comparable GAAP measures. Leverage Ratios(4) ($ in 000s) Trailing Twelve Months Ended March 31, 2021 Annualized Leverage Adjusted EBITDAR (A) $ 452,476 Cash facility operating lease payments (see page 16) (338,177) Adjusted EBITDA(5) 114,299 Cash financing lease payments (see page 16) (65,205) Adjusted EBITDA after cash financing lease payments(4) (B) $ 49,094 As of March 31, 2021 Debt $ 3,889,791 Cash and cash equivalents (303,952) Marketable securities (134,933) Restricted cash held as collateral against existing debt (18,652) Net Debt (C) 3,432,254 69.9 x (C/B) 20.4 x - Adjusted Annualized Leverage(7) Operating and financing lease obligations (6) 1,463,913 Adjusted Net Debt (D) $ 4,896,167 10.8 x (D/A) Debt (1)(2) ($ in millions) Principal Payments(3) Weighted Rate 2021 $ 43 3.54 % 2022 348 3.56 % 2023 231 3.50 % 2024 301 4.30 % 2025 290 3.98 % Thereafter 2,677 3.44 % Total $ 3,890 3.56 % Capital Structure $2,377 $1,385 $128 Debt Structure(1) ($ in millions) As of March 31, 2021 Weighted Rate Fixed rate debt 4.26 % Variable rate debt (2) 2.46 % Total debt 3.56 % 61% 36% Fixed rate debt Variable rate debt with interest rate caps Variable rate debt - unhedged 3% Line of credit available to draw Cash and cash equivalents and marketable securities


 
18 Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/ expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility lease termination and modification, operating lease expense adjustment, amortization of deferred gain, change in future service obligation, non-cash stock- based compensation expense, and Transaction and Organizational Restructuring Costs. Adjusted EBITDAR is a non-GAAP financial measure that the Company defines as Adjusted EBITDA before cash facility operating lease payments. Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease liability for lease termination, cash paid/received for gain/loss on facility lease termination and modification, and lessor capital expenditure reimbursements under operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: Non-Development Capital Expenditures and payment of financing lease obligations. Adjusted Net Debt is a non-GAAP financial measure that the Company defines as Net Debt, plus operating and financing lease obligations. Operating and financing lease obligations exclude operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue and other operating income of the Company, less facility operating expense. Combined Segment Operating Income does not include general and administrative expense or depreciation and amortization. Community Labor Expense is a component of facility operating expense that includes regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, payroll taxes, contract labor, employee benefits, and workers compensation. Development Capital Expenditures means capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities. Amounts of Development Capital Expenditures are presented net of lessor reimbursements. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense. Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio Operating Income, excluding resident fee revenue, other operating income, and facility operating expense of communities disposed during such period adjusted for an implied 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months cash facility lease payments for both operating leases and financing leases, excluding cash lease payments for leases of communities disposed during such period and the one-time cash lease payment to Ventas, corporate offices, and information technology systems and equipment, vehicles and other equipment. Leased Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income (excluding Health Care Services segment revenue), less facility operating expense for the Company’s Senior Housing Leased Portfolio. Leased Portfolio Operating Income does not include general and administrative expense (unless otherwise noted) or depreciation and amortization. Net Debt is a non-GAAP financial measure that the Company defines as the total of its debt (mortgage debt and other notes payable) and the outstanding balance on the line of credit, less unrestricted cash, marketable securities, and cash held as collateral against existing debt. NM means not meaningful. Non-Development Capital Expenditures is comprised of corporate and community- level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities. Non-Development Capital Expenditures does not include capital expenditures for community expansions, major community redevelopment and repositioning projects, and the development of new communities (i.e., Development Capital Expenditures). Amounts of Non-Development Capital Expenditures are presented net of lessor reimbursements. Owned Portfolio Operating Income is defined by the Company as resident fee revenue and other operating income (excluding Health Care Services segment revenue), less facility operating expense for the Company’s Senior Housing Owned Portfolio. Owned Portfolio Operating Income does not include general and administrative expense or depreciation and amortization. RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue, revenue for private duty services provided to seniors living outside of the Company's communities, and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. Definitions


 
19 RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue, revenue for private duty services provided to seniors living outside of the Company's communities, and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Same Community information reflects operating results and data  of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue and other operating income (excluding Health Care Services segment revenue less facility operating expense (excluding natural disaster expense and related insurance recoveries) for the Company's Same Community portfolio. Same Community Operating Income does not include general and administrative expense or depreciation and amortization. Segment Operating Income (Loss) is defined by the Company as segment revenue and other operating income less segment facility operating expense. Segment Operating Income (Loss) does not include general and administrative expense or depreciation and amortization. Management Services Segment Operating Income excludes revenue for reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities, and there is no facility operating expense associated with the Management Services segment. See the Segment Information note to the Company’s consolidated financial statements for more information regarding the Company’s segments. Senior Housing Leased Portfolio represents Brookdale leased communities and does not include owned or managed communities. Senior Housing Operating Income is defined by the Company as segment revenue and other operating income less segment facility operating expense for the Company’s Independent Living, Assisted Living and Memory Care, and CCRCs segments on an aggregate basis. Senior Housing Operating Income does not include general and administrative expense or depreciation and amortization. Senior Housing Owned Portfolio represents Brookdale owned communities and does not include leased or managed communities. Total Average Units represents the average number of units operated during the period. Transaction and Organizational Restructuring Costs are general and administrative expenses. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. Definitions


 
20 Appendices Summary Financial Impact: COVID-19 21 Non-GAAP Financial Measures 23


 
21 Summary Financial Impact: COVID-19 Consolidated The Company’s net cash provided by operating activities and Adjusted Free Cash Flow for 2020 include the benefit of temporary liquidity relief provided pursuant to the CARES Act, that includes: • The Company received $87.5 million under the Medicare Accelerated and Advance Payment Program, consisting of $85.0 million and $2.5 million received during the second quarter and third quarter of 2020, respectively. Under current legislation, recoupment of advanced payments will begin one year after payments were issued at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months, and any outstanding balance of advanced payments will be due following such recoupment period. Pursuant to the Purchase Agreement providing for the sale of 80% of the Company's equity in the its Health Care Services segment, its net cash proceeds at closing will include a reduction for the then outstanding balance of such advanced payments related to its Health Care Services segment. The Company expects recoupment of approximately $6 million of advanced payments related to its CCRCs segment during 2021, beginning in the second quarter. • The Company elected to defer payment of the employer portion of social security payroll taxes incurred from March 27, 2020 through December 31, 2020. Under current legislation, one-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. The Company utilized this deferral program to delay payment of $72.7 million of the employer portion of payroll taxes, which includes deferred amounts of $26.5 million, $23.6 million, and $22.6 million during the second, third, and fourth quarter of 2020, respectively. Pursuant to the Purchase Agreement providing for the sale of 80% of the Company's equity in its Health Care Services segment, its net cash proceeds at closing will include a reduction for the $8.9 million of deferred payroll tax payments related to its Health Care Services segment. The Company expects to pay approximately $32 million of the deferred payments in both December 2021 and 2022. During the first quarter of 2021, the Company recorded a receivable for, and recognized $9.0 million of, employee retention credits on wages paid from March 12, 2020 through September 30, 2020 within other operating income, impacting changes to working capital. The following table presents the known or estimated impacts related to the COVID-19 pandemic to the Company's consolidated quarterly and full year 2020 and first quarter 2021 results. Presentations of these impacts are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. Estimated lost resident fee revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-COVID-19 expectations for the 2020 period. Health Care Services Estimated lost resident fee revenue $ 3,100 $ 14,800 $ 15,100 $ 19,600 $ 52,600 $ 23,300 $ 75,900 Other operating income $ — $ 16,995 $ 5,892 $ — $ 22,887 $ 2,583 $ 25,470 Facility operating expense $ 403 $ 3,074 $ 2,392 $ 2,343 $ 8,212 $ 1,403 $ 9,615 Consolidated Total Estimated lost resident fee revenue $ 5,800 $ 63,600 $ 91,600 $ 120,100 $ 281,100 $ 117,500 $ 398,600 Other operating income $ — $ 26,693 $ 10,765 $ 78,291 $ 115,749 $ 10,735 $ 126,484 Facility operating expense $ 10,000 $ 60,594 $ 24,479 $ 30,461 $ 125,534 $ 27,337 $ 152,871 Working Capital Impact Items subject to pending sale of Health Care Services $ — $ 75,938 $ 5,373 $ 2,803 $ 84,114 $ — $ 84,114 Other items $ — $ 42,733 $ 14,778 $ 18,590 $ 76,101 $ (9,035) $ 67,066 Changes in working capital $ — $ 118,671 $ 20,151 $ 21,393 $ 160,215 $ (9,035) $ 151,180 ($ in 000s) 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Full Year 2020 1Q 2021 COVID-19 Cumulative 2020 and 2021 Independent Living Estimated lost resident fee revenue $ 600 $ 7,200 $ 12,600 $ 18,500 $ 38,900 $ 16,700 $ 55,600 Other operating income $ — $ — $ 96 $ 11,727 $ 11,823 $ 1,364 $ 13,187 Facility operating expense $ 1,213 $ 9,573 $ 2,208 $ 3,095 $ 16,089 $ 3,047 $ 19,136 Assisted Living and Memory Care Estimated lost resident fee revenue $ 1,600 $ 26,400 $ 49,200 $ 65,400 $ 142,600 $ 62,900 $ 205,500 Other operating income $ — $ 152 $ 1,936 $ 60,497 $ 62,585 $ 5,104 $ 67,689 Facility operating expense $ 7,708 $ 38,684 $ 15,493 $ 20,598 $ 82,483 $ 18,902 $ 101,385 CCRCs Estimated lost resident fee revenue $ 500 $ 15,200 $ 14,700 $ 16,600 $ 47,000 $ 14,600 $ 61,600 Other operating income $ — $ 9,546 $ 2,841 $ 6,067 $ 18,454 $ 1,684 $ 20,138 Facility operating expense $ 676 $ 9,263 $ 4,386 $ 4,425 $ 18,750 $ 3,985 $ 22,735


 
22 Summary Financial Impact: COVID-19 Same Community The following table presents the known or estimated impacts related to the COVID-19 pandemic to the Company's Senior Housing Same Community quarterly and full year 2020 and first quarter 2021 results. Presentations of these impacts are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. Estimated lost resident fee revenue represents the difference between the actual resident fee revenue for the period and the Company's pre-COVID-19 expectations for the 2020 period. ($ in 000s) 1Q 2020 2Q 2020 3Q 2020 4Q 2020 Full Year 2020 1Q 2021 COVID-19 Cumulative 2020 and 2021 Independent Living Estimated lost resident fee revenue $ 600 $ 6,900 $ 12,500 $ 18,000 $ 38,000 $ 16,500 $ 54,500 Other operating income $ — $ — $ 96 $ 11,440 $ 11,536 $ 1,327 $ 12,863 Facility operating expense $ 1,166 $ 9,343 $ 2,150 $ 3,002 $ 15,661 $ 2,928 $ 18,589 Assisted Living and Memory Care Estimated lost resident fee revenue $ 1,600 $ 25,900 $ 48,200 $ 64,300 $ 140,000 $ 62,600 $ 202,600 Other operating income $ — $ 151 $ 1,937 $ 59,355 $ 61,443 $ 4,967 $ 66,410 Facility operating expense $ 7,482 $ 37,736 $ 15,468 $ 20,368 $ 81,054 $ 18,789 $ 99,843 CCRCs Estimated lost resident fee revenue $ 400 $ 11,400 $ 12,200 $ 14,600 $ 38,600 $ 12,100 $ 50,700 Other operating income $ — $ 6,893 $ 1,823 $ 4,164 $ 12,880 $ 1,260 $ 14,140 Facility operating expense $ 439 $ 6,299 $ 3,169 $ 3,128 $ 13,035 $ 3,440 $ 16,475 Total Same Community Estimated lost resident fee revenue $ 2,600 $ 44,200 $ 72,900 $ 96,900 $ 216,600 $ 91,200 $ 307,800 Other operating income $ — $ 7,044 $ 3,856 $ 74,959 $ 85,859 $ 7,554 $ 93,413 Facility operating expense $ 9,087 $ 53,378 $ 20,787 $ 26,498 $ 109,750 $ 25,157 $ 134,907


 
23 Non-GAAP Financial Measures This Supplemental Information contains the financial measures Adjusted EBITDA, Adjusted EBITDAR, Adjusted EBITDA after cash financing lease payments, Adjusted Free Cash Flow, Net Debt, and Adjusted Net Debt (each as defined in the “Definitions” section), which are not calculated in accordance with U.S. GAAP ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt less current portion, or current portion of long-term debt. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations set forth in this Appendix of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP and to review the information under “Reconciliations of Non-GAAP Financial Measures” in the Company’s earnings release dated May 6, 2021 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures.


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


 
25 Adjusted EBITDAR; Adjusted EBITDA; and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations Trailing Twelve Months Ended March 31, 2021($ in 000s) Net income (loss) $ (395,855) Provision (benefit) for income taxes 21,932 Equity in (earnings) loss of unconsolidated ventures 1,630 Loss (gain) on debt modification and extinguishment, net 8,285 Loss (gain) on sale of assets, net (2,805) Other non-operating (income) loss (4,630) Interest expense 201,026 Interest income (3,765) Income (loss) from operations (174,182) Depreciation and amortization 352,379 Asset impairment 39,759 Loss (gain) on facility lease termination and modification, net (2,303) Facility operating lease expense 203,970 Non-cash stock-based compensation expense 19,573 Transaction and Organizational Restructuring Costs 13,280 Adjusted EBITDAR $ 452,476 Facility operating lease expense (203,970) Operating lease expense adjustment (134,207) Adjusted EBITDA(1) $ 114,299 Interest expense: financing lease obligations (46,635) Payment of financing lease obligations (18,570) Adjusted EBITDA after cash financing lease payments(1) $ 49,094 Non-GAAP Financial Measures (continued) (1) Includes the $119.2 million one-time cash lease payment.


 
26 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of March 31, 2021 Long-term debt (including current portion) $ 3,889,791 Cash and cash equivalents (303,952) Marketable securities (134,933) Cash held as collateral against existing debt (18,652) Net Debt 3,432,254 Operating and financing lease obligations 1,496,804 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (32,891) Adjusted Net Debt $ 4,896,167 Operating and financing lease obligations $ 1,496,804 Operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR (32,891) Operating lease obligations related to corporate office and information technology leases $ (15,139) Operating and financing lease obligations for Senior Housing Leased Portfolio $ 1,448,774 Non-GAAP Financial Measures (continued)


 
27 2020 2021 ($ in 000s) 1Q 2Q 3Q 4Q Full Year 1Q Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) Net cash provided by (used in) investing activities (247,927) (47,483) (48,554) (81,147) (425,111) (3,806) Net cash provided by (used in) financing activities 347,250 (40,726) 96,668 (20,279) 382,913 (35,562) Net increase (decrease) in cash, cash equivalents and restricted cash $ 156,802 $ 63,631 $ (29,055) $ (27,927) $ 163,451 $ (63,225) Net cash provided by (used in) operating activities $ 57,479 $ 151,840 $ (77,169) $ 73,499 $ 205,649 $ (23,857) Distributions from unconsolidated ventures from cumulative share of net earnings — — (766) — (766) — Changes in prepaid insurance premiums financed with notes payable 17,434 (5,770) (5,841) (5,823) — 12,985 Changes in liabilities for lessor capital expenditure reimbursements under operating leases (4,088) (6,421) (3,131) (8,602) (22,242) (7,563) Non-development capital expenditures, net (60,556) (21,521) (22,872) (34,643) (139,592) (27,450) Payment of financing lease obligations (5,087) (4,677) (4,548) (4,556) (18,868) (4,789) Adjusted Free Cash Flow (1) $ 5,182 $ 113,451 $ (114,327) $ 19,875 $ 24,181 $ (50,674) Adjusted Free Cash Flow Reconciliation Non-GAAP Financial Measures (continued) Brookdale Senior Living Inc. 111 Westwood Place, Suite 400 Brentwood, TN 37027 (615) 221-2250 www.brookdale.com (1) The first quarter of 2020 includes the $100.0 million benefit for the management agreement termination fee payment received from Healthpeak in connection with the sale of Brookdale’s ownership interest in the CCRC Venture. The second quarter of 2020 includes $85.0 million of advanced Medicare payments received, $34.2 million of Provider Relief Funds and other government grants accepted, and $26.5 million of the employer portion of payroll taxes deferred in the second quarter of 2020. The third quarter of 2020 includes the one-time cash lease payment of $119.2 million, $2.5 million of advanced Medicare payments received, $4.4 million of Provider Relief Funds and other government grants accepted, and $23.6 million of employer portion of payroll taxes deferred in the third quarter of 2020. The fourth quarter of 2020 includes $77.2 million of Provider Relief Funds and other government grants accepted and $22.6 million of employer portion of payroll taxes deferred in the fourth quarter of 2020. The first quarter of 2021 includes $1.7 million of Provider Relief Funds and other government grants accepted.