Brookdale Announces Second Quarter 2023 Results

In this article:

NASHVILLE, Tenn., Aug. 7, 2023 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter ended June 30, 2023.

(PRNewsfoto/Brookdale Senior Living Inc.)
(PRNewsfoto/Brookdale Senior Living Inc.)

HIGHLIGHTS

  • RevPAR of $4,544 exceeded pre-pandemic levels for the second consecutive quarter driven by 190 basis points of occupancy growth and an 8.8% increase in RevPOR over the prior year quarter.

  • Through consistent execution of strategic priorities and commitment to growth, net income (loss) improved 95% year-over-year while Adjusted EBITDA grew 61% despite the impact of recent changes in lease classification.

  • Net cash provided by operating activities and Adjusted Free Cash Flow improved meaningfully versus the prior year quarter.

"I am pleased to have made such strong progress this year for our residents, associates, and shareholders. We continued to build upon our positive momentum in the second quarter and once again achieved remarkable year-over-year Adjusted EBITDA growth. In the first half of 2023, we nearly doubled Adjusted EBITDA over the 2022 period. Through focused execution against our strategic priorities and ongoing improvements in operational excellence, we have grown revenue, increased margin, and strengthened our financial position," said Lucinda ("Cindy") Baier, Brookdale's President and CEO. "Whether it's this year's record RevPAR or our progress towards positive Adjusted Free Cash Flow, I believe Brookdale is laying the groundwork for an incredibly promising future that will benefit our residents, associates, and shareholders for years to come."

SUMMARY OF SECOND QUARTER FINANCIAL RESULTS

Consolidated summary of operating results and metrics:



Year-Over-Year

Increase /
(Decrease)



Sequential

Increase /
(Decrease)

($ in millions, except RevPAR and RevPOR)

2Q 2023

2Q 2022

Amount

Percent


1Q 2023

Amount

Percent

Resident fee revenue

$   710.2

$   640.4

$      69.8

10.9 %


$   713.4

$     (3.2)

(0.5) %

Facility operating expense

531.1

513.7

17.4

3.4 %


530.8

0.3

0.1 %

Cash facility operating lease payments

62.1

49.8

12.3

24.5 %


56.9

5.2

9.0 %

Net income (loss)

(4.5)

(84.3)

(79.8)

(94.6) %


(44.6)

(40.1)

(89.8) %

Adjusted EBITDA (1)

81.4

50.7

30.7

60.5 %


88.6

(7.2)

(8.2) %










RevPAR

$   4,544

$   4,071

$       473

11.6 %


$   4,551

$        (7)

(0.2) %

Weighted average occupancy

76.5 %

74.6 %

190 bps

n/a


76.3 %

20 bps

n/a

RevPOR

$   5,939

$   5,459

$       480

8.8 %


$   5,963

$      (24)

(0.4) %



(1) 

Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. See "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.

Same community(2) summary of operating results and metrics:




Year-Over-Year

Increase /
(Decrease)



Sequential
Increase /
(Decrease)

($ in millions, except RevPAR and RevPOR)

2Q 2023

2Q 2022

Amount

Percent


1Q 2023

Amount

Percent

Resident fee revenue

$   697.3

$   623.1

$      74.2

11.9 %


$   698.1

$      (0.8)

(0.1) %

Facility operating expense

$   518.1

$   498.0

$      20.1

4.0 %


$   515.7

$       2.4

0.5 %

RevPAR

$   4,546

$   4,061

$       485

11.9 %


$   4,551

$         (5)

(0.1) %

Weighted average occupancy

76.7 %

74.6 %

210 bps

n/a


76.5 %

20 bps

n/a

RevPOR

$   5,923

$   5,440

$       483

8.9 %


$   5,950

$       (27)

(0.5) %



(2)   

The same community senior housing portfolio includes operating results and data for 634 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.

Recent consolidated occupancy trend:


2022


Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Weighted average

73.4 %

73.3 %

73.6 %

73.9 %

74.6 %

75.2 %

75.9 %

76.4 %

76.9 %

77.2 %

77.0 %

77.0 %

Month end

74.2 %

74.4 %

75.0 %

75.3 %

76.2 %

76.6 %

77.1 %

77.9 %

78.4 %

78.2 %

78.1 %

78.1 %




2023


Jan

Feb

Mar

Apr

May

Jun

Jul

Weighted average

76.6 %

76.3 %

76.1 %

76.2 %

76.6 %

76.8 %

77.1 %

Month end

77.6 %

77.4 %

77.6 %

77.6 %

78.1 %

78.2 %

78.5 %

 

OVERVIEW OF SECOND QUARTER RESULTS

  • Resident fee revenue.

  • Facility operating expense.

  • Cash facility operating lease payments. The increases were primarily attributable to a change in the classification of lease payments as a result of lease amendments subsequent to the prior periods.

  • Net income (loss).

  • Adjusted EBITDA.

LIQUIDITY



Year-Over-Year

Increase /
(Decrease)


Sequential

Increase /
(Decrease)

($ in millions)

2Q 2023

2Q 2022

Amount

1Q 2023

Amount

Net cash provided by (used in) operating activities

$           63.8

$           11.6

$                   52.2

$           24.0

$                   39.8

Non-development capital expenditures, net

64.8

45.7

19.1

62.9

1.9

Adjusted Free Cash Flow (3)

(7.5)

(48.5)

41.0

(21.2)

13.7



(3)   

Adjusted Free Cash Flow is a financial measure that is not calculated in accordance with GAAP. See "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.

  • Non-development capital expenditures, net. The increase in non-development capital expenditures, net of lessor reimbursements, compared to the second quarter of 2022 was primarily attributable to an increase in remediation costs at the Company's communities resulting from natural disasters primarily from the impact of Winter Storm Elliott and a decrease in reimbursements from lessors.

  • Adjusted Free Cash Flow.

  • Total liquidity. Total liquidity of $440.2 million as of June 30, 2023 included $336.6 million of unrestricted cash and cash equivalents, $96.2 million of marketable securities, and $7.4 million of availability on the Company's secured credit facility. Total liquidity as of June 30, 2023 increased $1.5 million from March 31, 2023, primarily attributable to net cash proceeds from the sale of the Company's one remaining entrance fee community, partially offset by debt repayments.

TRANSACTION AND FINANCING UPDATE

The Company completed the sale of its one remaining entrance fee community on May 1, 2023. The Company received cash proceeds of $12.5 million, net of $29.6 million in mortgage debt repaid and transaction costs.

During the three months ended June 30, 2023, the Company and Welltower Inc. ("Welltower") entered into amendments to the Company's existing lease arrangements pursuant to which the Company continues to lease 74 communities. In connection with the amendments, the Company extended the maturity of one lease involving 39 communities from December 31, 2026 until June 30, 2032. The amendments did not change the amount of required lease payments over the previous term of the leases or the annual lease escalators. In addition, Welltower agreed to make available a pool in the aggregate amount of up to $17.0 million to fund costs associated with certain capital expenditure projects.

The amended leases for 35 of such communities were prospectively classified as operating leases subsequent to the amendment. The prospective change in classification of such lease costs to operating lease expense will result in a $19.3 million increase in cash lease payments for operating leases for 2023 and an offsetting decrease in cash lease payments for financing leases. For the three months ended June 30, 2023, the classification of such lease costs as operating lease expense resulted in a $4.8 million increase in cash lease payments for operating leases and an offsetting decrease in cash lease payments for financing leases.

The amendments replaced the net worth covenant provisions requiring the Company to maintain at least $400.0 million of stockholders' equity with a consolidated tangible net worth covenant requiring the Company to maintain at least $2.0 billion of tangible net worth, generally calculated as stockholders' equity plus accumulated depreciation and amortization less intangible assets and further adjusted for certain other items. So long as it maintains tangible net worth as defined in the leases of at least $1.5 billion, the Company will also be able to cure any breach by posting collateral with Welltower.

In August 2023, the Company entered into a new lease agreement with a favorable purchase option under which the Company will continue to lease 10 communities from affiliates of LTC Properties, Inc. The lease will expire on December 31, 2029, subject to earlier termination if the Company exercises the purchase option. The landlord has also agreed to make available a pool to fund costs associated with certain capital expenditure projects.

2023 OUTLOOK

For the third quarter 2023, the Company is providing the following guidance:


Third Quarter 2023 Guidance

RevPAR year-over-year growth

10.0% - 10.5%

Adjusted EBITDA

$73 million to $78 million

The Company expects its third quarter 2023 cash facility operating lease payments to be approximately $65 million, including the full quarter impact of recent changes in lease classifications.

In the aggregate, the Company expects its full-year 2023 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $200.0 million, excluding reimbursable remediation costs at the Company's communities resulting from 2022 natural disasters. The Company anticipates an additional approximately $25.0 million in reimbursable remediation costs at the Company's communities resulting from 2022 natural disasters, and such costs are expected to be reimbursed from the Company's property and casualty insurance policies in 2023 or 2024.

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

SUPPLEMENTAL INFORMATION

The Company will post on its website at brookdaleinvestors.com supplemental information relating to the Company's second quarter results, an updated investor presentation, and a copy of this earnings release. The supplemental information and a copy of this earnings release will also be furnished in a Form 8-K to be filed with the SEC.

EARNINGS CONFERENCE CALL

Brookdale's management will conduct a conference call to discuss the financial results for the second quarter on August 8, 2023 at 9:00 AM ET. The conference call can be accessed by dialing (833) 470-1428 (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 "343604".

A webcast of the conference call will be available to the public on a listen-only basis at brookdaleinvestors.com. Please allow extra time before the call to download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website following the call.

For those who cannot listen to the live call, a replay of the webcast will be available until 11:59 PM ET on August 15, 2023 by dialing (866) 813-9403 (from within the U.S.) or +44 (204) 525-0658 (from outside of the U.S.) and referencing access code "508637".

ABOUT BROOKDALE SENIOR LIVING

Brookdale Senior Living Inc. is the nation's premier operator of senior living communities. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities. Through its comprehensive network, Brookdale helps to provide seniors with care and services in an environment that feels like home. The Company's expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, and stay connected with friends and loved ones. Brookdale, through its affiliates, operates and manages 672 communities in 41 states as of June 30, 2023, with the ability to serve more than 60,000 residents. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or YouTube.

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 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 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.

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, and include statements regarding the Company's expected financial and operational results. 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 on the nation's economy and debt and equity markets and the local economies in the Company's markets, and on the Company and 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 pace and consistency of recovery from the pandemic and any resurgence or variants of the disease; 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, 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; 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 any non-compliance with any of the Company's debt or lease agreements (including the financial or other 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 general labor market conditions), wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company's communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; the cost and difficulty of complying with increasing and evolving regulation; 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.

Condensed Consolidated Statements of Operations



Three Months Ended

June 30,


Six Months Ended

June 30,

(in thousands, except per share data)

2023


2022


2023


2022

Resident fees

$       710,161


$       640,388


$   1,423,565


$   1,277,362

Management fees

2,510


3,329


5,087


6,658

Reimbursed costs incurred on behalf of managed communities

33,999


37,388


68,953


74,529

Other operating income

4,122


8,411


6,450


8,787

Total revenue and other operating income

750,792


689,516


1,504,055


1,367,336









Facility operating expense (excluding facility depreciation and

   amortization of $77,846, $80,944, $157,163, and $160,876,

   respectively)

531,118


513,664


1,061,925


1,026,428

General and administrative expense (including non-cash stock-

   based compensation expense of $2,969, $3,619, $6,073, and

   $7,504, respectively)

45,326


41,752


93,945


86,878

Facility operating lease expense

50,512


41,538


96,639


83,102

Depreciation and amortization

84,448


86,623


169,382


172,307

Asset impairment

520


2,599


520


11,674

Loss (gain) on sale of communities, net

(36,296)



(36,296)


Costs incurred on behalf of managed communities

33,999


37,388


68,953


74,529

Income (loss) from operations

41,165


(34,048)


48,987


(87,582)









Interest income

6,115


778


11,441


873

Interest expense:








Debt

(52,256)


(35,693)


(102,571)


(68,850)

Financing lease obligations

(5,453)


(11,994)


(12,005)


(24,052)

Amortization of deferred financing costs

(1,899)


(1,520)


(3,839)


(3,062)

Change in fair value of derivatives

5,173


973


4,269


4,376

Equity in earnings (loss) of unconsolidated ventures

(1,153)


(2,439)


(1,730)


(7,333)

Non-operating gain (loss) on sale of assets, net

860


961


860


667

Other non-operating income (loss)

3,197


(111)


6,346


(138)

Income (loss) before income taxes

(4,251)


(83,093)


(48,242)


(185,101)

Benefit (provision) for income taxes

(275)


(1,190)


(847)


786

Net income (loss)

(4,526)


(84,283)


(49,089)


(184,315)

Net (income) loss attributable to noncontrolling interest

16


(135)


30


(116)

Net income (loss) attributable to Brookdale Senior Living Inc.

   common stockholders

$          (4,510)


$        (84,418)


$        (49,059)


$      (184,431)









Basic and diluted net income (loss) per share attributable to

   Brookdale Senior Living Inc. common stockholders

$            (0.02)


$            (0.45)


$            (0.22)


$            (0.99)









Weighted average shares used in computing basic and diluted

   net income (loss) per share

225,404


186,761


224,994


186,341

 

Condensed Consolidated Balance Sheets


(in thousands)

June 30, 2023


December 31, 2022

Cash and cash equivalents

$                    336,576


$                    398,850

Marketable securities

96,196


48,680

Restricted cash

34,823


27,735

Accounts receivable, net

48,222


55,761

Prepaid expenses and other current assets, net

101,294


106,067

Total current assets

617,111


637,093

Property, plant and equipment and leasehold intangibles, net

4,428,238


4,535,702

Operating lease right-of-use assets

708,124


597,130

Other assets, net

151,262


167,137

Total assets

$                 5,904,735


$                 5,937,062





Current portion of long-term debt

$                      53,729


$                      66,043

Current portion of financing lease obligations

1,004


24,059

Current portion of operating lease obligations

188,430


176,758

Other current liabilities

406,010


374,345

Total current liabilities

649,173


641,205

Long-term debt, less current portion

3,760,560


3,784,099

Financing lease obligations, less current portion

150,991


224,801

Operating lease obligations, less current portion

733,114


616,973

Other liabilities

71,621


85,831

Total liabilities

5,365,459


5,352,909

Total Brookdale Senior Living Inc. stockholders' equity

537,758


582,605

Noncontrolling interest

1,518


1,548

Total equity

539,276


584,153

Total liabilities and equity

$                 5,904,735


$                 5,937,062

 

Condensed Consolidated Statements of Cash Flows



Six Months Ended June 30,

(in thousands)

2023


2022

Cash Flows from Operating Activities




Net income (loss)

$              (49,089)


$            (184,315)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:




Depreciation and amortization, net

173,221


175,369

Asset impairment

520


11,674

Equity in (earnings) loss of unconsolidated ventures

1,730


7,333

Distributions from unconsolidated ventures from cumulative share of net earnings

430


561

Amortization of entrance fees

(732)


(1,267)

Proceeds from deferred entrance fee revenue

477


1,959

Deferred income tax (benefit) provision

188


(1,438)

Operating lease expense adjustment

(22,362)


(16,615)

Change in fair value of derivatives

(4,269)


(4,376)

Loss (gain) on sale of assets, net

(37,156)


(667)

Non-cash stock-based compensation expense

6,073


7,504

Property and casualty insurance income

(3,927)


(181)

Other non-operating (income) loss

(2,542)


Changes in operating assets and liabilities:




Accounts receivable, net

7,550


1,592

Prepaid expenses and other assets, net

11,711


(5,550)

Prepaid insurance premiums financed with notes payable

(13,004)


(11,252)

Trade accounts payable and accrued expenses

3,782


(822)

Refundable fees and deferred revenue

13,021


3,956

Operating lease assets and liabilities for lessor capital expenditure

   reimbursements

2,244


4,857

Net cash provided by (used in) operating activities

87,866


(11,678)

Cash Flows from Investing Activities




Purchase of marketable securities

(110,754)


(205,373)

Sale and maturities of marketable securities

65,100


222,500

Capital expenditures, net of related payables

(109,825)


(96,851)

Acquisition of assets, net of cash acquired

(574)


(6,004)

Investment in unconsolidated ventures


(167)

Proceeds from sale of assets, net

43,059


5,739

Property and casualty insurance proceeds

8,789


Other

295


155

Net cash provided by (used in) investing activities

(103,910)


(80,001)

Cash Flows from Financing Activities




Proceeds from debt

25,532


29,302

Repayment of debt and financing lease obligations

(72,917)


(43,084)

Payment of financing costs, net of related payables

(676)


(116)

Payments of employee taxes for withheld shares

(1,861)


(4,195)

Net cash provided by (used in) financing activities

(49,922)


(18,093)

Net increase (decrease) in cash, cash equivalents, and restricted cash

(65,966)


(109,772)

Cash, cash equivalents, and restricted cash at beginning of period

474,548


438,314

Cash, cash equivalents, and restricted cash at end of period

$              408,582


$              328,542

Non-GAAP Financial Measures

This earnings release contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company's performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. The Company cautions investors that amounts presented in accordance with the Company's definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. The Company urges investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on facility operating lease termination, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to the Company's efforts to reduce general and administrative expense and its senior leadership changes, including severance.

The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company's management for budgeting and other planning purposes, to review the Company's historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company's financing and capital structure and other items that management does not consider as part of the Company's underlying core operating performance and that management believes impact the comparability of performance between periods; and (iii) the Company believes that this measure is used by research analysts and investors to evaluate the Company's operating results and to value companies in its industry.

Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate the Company's business under its current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of the Company's communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company's operating results.

The table below reconciles the Company's Adjusted EBITDA from net income (loss).


Three Months Ended


Six Months Ended

(in thousands)

June 30,
2023


March 31,
2023


June 30,
2022


June 30,
2023


June 30,
2022

Net income (loss)

$        (4,526)


$      (44,563)


$      (84,283)


$      (49,089)


$    (184,315)

Provision (benefit) for income taxes

275


572


1,190


847


(786)

Equity in (earnings) loss of unconsolidated ventures

1,153


577


2,439


1,730


7,333

Non-operating loss (gain) on sale of assets, net

(860)



(961)


(860)


(667)

Other non-operating (income) loss

(3,197)


(3,149)


111


(6,346)


138

Interest expense

54,435


59,711


48,234


114,146


91,588

Interest income

(6,115)


(5,326)


(778)


(11,441)


(873)

Income (loss) from operations

41,165


7,822


(34,048)


48,987


(87,582)

Depreciation and amortization

84,448


84,934


86,623


169,382


172,307

Asset impairment

520



2,599


520


11,674

Loss (gain) on sale of communities, net

(36,296)




(36,296)


Operating lease expense adjustment

(11,557)


(10,805)


(8,308)


(22,362)


(16,615)

Non-cash stock-based compensation expense

2,969


3,104


3,619


6,073


7,504

Transaction and organizational restructuring costs

123


3,568


229


3,691


602

Adjusted EBITDA(4)

$        81,372


$        88,623


$        50,714


$      169,995


$        87,890



(4)   

Adjusted EBITDA includes a $4.1 million, $2.3 million, and $8.4 million benefit for the three months ended June 30, 2023, March 31, 2023, and June 30, 2022, respectively, and a $6.5 million and $8.8 million benefit for the six months ended June 30, 2023 and 2022, respectively, of government grants and credits recognized in other operating income.

Adjusted Free Cash Flow

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

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

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

The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities.


Three Months Ended

(in thousands)

June 30, 2023


March 31, 2023


June 30, 2022

Net cash provided by (used in) operating activities

$                      63,824


$                      24,042


$                      11,577

Net cash provided by (used in) investing activities

(41,891)


(62,019)


(43,838)

Net cash provided by (used in) financing activities

(50,093)


171


(17,690)

Net increase (decrease) in cash, cash equivalents,

    and restricted cash

$                     (28,160)


$                     (37,806)


$                    (49,951)







Net cash provided by (used in) operating activities

$                      63,824


$                      24,042


$                      11,577

Distributions from unconsolidated ventures from cumulative share of net earnings

(430)



Changes in prepaid insurance premiums financed with notes payable

(6,301)


19,305


(5,377)

Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases


(2,244)


(3,367)

Non-development capital expenditures, net

(64,815)


(62,912)


(45,686)

Property and casualty insurance proceeds

2,367


6,422


Payment of financing lease obligations

(2,126)


(5,852)


(5,610)

Adjusted Free Cash Flow (5)

$                       (7,481)


$                     (21,239)


$                    (48,463)



(5) 

Adjusted Free Cash Flow includes:

  • $11.9 million, $13.4 million, and $4.6 million benefit for the three months ended June 30, 2023, March 31, 2023, and June 30, 2022, respectively, from government grants and credits received.

  • $1.2 million recoupment for the three months ended June 30, 2022 of accelerated/advanced Medicare payments.

  • $0.1 million, $3.6 million, and $0.2 million for the three months ended June 30, 2023, March 31, 2023, and June 30, 2022, respectively, for transaction and organizational restructuring costs.

 

 

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SOURCE Brookdale Senior Living Inc.

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