EX-99.2 3 bkdq12019supplementalr16.htm EXHIBIT 99.2 bkdq12019supplementalr16
Exhibit 99.2 Supplemental Information 1st Quarter 2019


 
Table of Contents Lease Accounting Standard (ASC 842) Impact 3 Overview 4 Segment Overview 7 Senior Housing 8 Health Care Services 14 G&A Expense 15 Capital Expenditures 16 Cash Facility Lease Payments 17 Unconsolidated Ventures 18 The Company reports information on five segments. Three segments Capital Structure 19 (Independent Living, Assisted Living and Memory Care, and CCRCs) constitute the Company's consolidated senior housing portfolio. The Health Care Services segment includes the Company's home health, Net Asset Value Elements 20 hospice, and outpatient therapy services. The Management Services segment includes the services provided to unconsolidated communities Definitions 21 that are operated under management agreements. Prior to December 31, 2018, the Company referred to the Independent Living segment as the Appendices: Retirement Centers segment, the Assisted Living and Memory Care segment as the Assisted Living segment, and the Health Care Services Pro-Forma Financial Information 24 segment as the Brookdale Ancillary Services segment. The name changes Non-GAAP Financial Measures 27 had no effect on the underlying methodology related to, or results of operations of, the segments. 2


 
Lease Accounting Standard (ASC 842) Impact The Company’s adoption of the new lease accounting standard under ASC 842 and application to its residency agreements and costs related thereto effective January 1, 2019 has resulted for the first quarter 2019, and will result for remaining 2019 periods, in recognition of additional resident fee revenue and facility operating expense, which is non-cash and non-recurring in future years. For the full year 2019, the Company expects the adoption and application of ASC 842 to its residency agreements and costs related thereto to result in a negative, non-recurring net impact of approximately $27 million to income (loss) and Adjusted EBITDA. The Company does not expect adoption and application of the new lease accounting standard to have an impact on the Company’s net cash provided by (used in) operating activities or Adjusted Free Cash Flow.   To aid in comparability between periods, presentations in this Supplement of the Company’s results on a same community basis and RevPAR and RevPOR (other than as noted on this page) exclude the impact of the lease accounting standard. The impact of the lease accounting standard is included in all other presentations of the Company’s results in this Supplement. Prior period amounts reflect the accounting under the former lease standard. The following table shows the amounts of additional resident fee revenue and facility operating expense, the negative net impact to income (loss) and Adjusted EBITDA, and the impact to RevPAR and RevPOR for 1Q 2019 resulting from adoption and application of ASC 842 to the Company's residency agreements and costs related thereto in its Senior Housing portfolio . ($ in 000s, except RevPAR and RevPOR) 1Q 2019 Assisted Total Senior Independent Living and Impact of ASC 842 Adoption Housing Living Memory Care CCRCs Resident fee revenue $ 2,780 $ 1,388 $ 916 $ 476 Facility operating expense 9,210 2,643 5,418 1,149 Net income (loss) and Adjusted EBITDA (6,430) (1,255) (4,502) (673) Foregoing impact is offset within working capital 6,430 1,255 4,502 673 Adjusted Free Cash Flow $ — $ — $ — $ — RevPAR - Including impact of ASC 842 $ 4,118 $ 3,639 $ 4,078 $ 5,256 RevPAR - Excluding impact of ASC 842 $ 4,102 $ 3,602 $ 4,070 $ 5,232 RevPOR - Including impact of ASC 842 $ 4,929 $ 4,054 $ 4,998 $ 6,341 RevPOR - Excluding impact of ASC 842 $ 4,909 $ 4,012 $ 4,988 $ 6,312 3


 
Overview 1Q19 vs. ($ in 000s) 2018 2019 1Q18 Better (B)/ 1Q 2Q 3Q 4Q Full Year 1Q (Worse (W)) Resident fee and management fee revenue (1) $ 924,947 $ 913,040 $ 858,707 $ 824,503 $ 3,521,197 $ 825,222 (10.8)% Net income (loss) (1) $ (457,234) $ (165,509) $ (37,140) $ 131,531 $ (528,352) $ (42,606) 90.7 % Net cash provided by (used in) operating activities $ 37,964 $ 60,620 $ 71,924 $ 33,453 $ 203,961 $ (5,009) (113.2)% Adjusted EBITDA(1) $ 147,156 $ 147,217 $ 128,122 $ 115,186 $ 537,681 $ 116,583 (20.8)% Adjusted Free Cash Flow $ (6,282) $ 33,674 $ 9,718 $ (32,992) $ 4,118 $ (46,971) (647.7)% Brookdale's Proportionate Share of: Adjusted EBITDA of unconsolidated ventures $ 16,749 $ 14,111 $ 11,280 $ 10,419 $ 52,559 $ 11,319 (32.4)% Adjusted Free Cash Flow of unconsolidated ventures $ 6,367 $ 9,019 $ 4,618 $ (183) $ 19,821 $ 5,384 (15.4)% Period end consolidated number of units 66,355 61,709 60,009 56,492 56,492 55,948 (15.7)% As of March 31, 2019 Managed - 3rd Managed - 1Q 2019 weighted average occupancy (owned and leased communities) Party: 146 3rd Party: 16,320 Community % of Period End Occupancy Band Count Communities Managed - Greater than 95% 122 18% Venture: 18 Leased: Leased: 24,551 90% < 95% 126 19% Managed - 85% < 90% 110 16% 342 844 79,690 Venture: 80% < 85% 88 13% communities units 7,422 Less than 80% 234 34% Consolidated: 55,948 Total 680 Owned: 338 Owned: Consolidated Portfolio Average ~ 23 years Consolidated: 31,397 Asset Age 680 (1) Includes the impact of the Company's adoption of the new lease accounting standard effective January 1, 2019. See page 3 for more information regarding the impact of the new lease standard. 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. • During the first quarter of 2019, the Company modified its definition of Adjusted EBITDA to exclude transaction and organizational restructuring costs (these costs remain part of the Adjusted Free Cash Flow definition) and its definition of Adjusted Free Cash Flow to no longer adjust net cash provided by (used in) operating activities for changes in working capital items other than prepaid insurance premiums financed with notes payable and lease liability for lease termination and modification. Amounts for all periods herein reflect application 4 of the modified definitions.


 
Adjusted EBITDA and Adjusted Free Cash Flow 1Q19 vs. ($ in 000s) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee and management fee revenue $ 924,947 $ 913,040 $ 858,707 $ 824,503 $ 3,521,197 $ 825,222 (10.8)% Facility operating expense (632,325) (627,076) (607,076) (586,851) (2,453,328) (586,094) 7.3 % Combined Segment Operating Income 292,622 285,964 251,631 237,652 1,067,869 239,128 (18.3)% General and administrative expense (excluding non-cash stock-based compensation expense and transaction and organizational restructuring costs) (see page 15) (55,873) (51,632) (49,540) (48,273) (205,318) (49,494) 11.4 % Cash facility operating lease payments (see page 17) (89,593) (87,115) (73,969) (74,193) (324,870) (73,051) 18.5 % Adjusted EBITDA 147,156 147,217 128,122 115,186 537,681 116,583 (20.8)% Interest expense, net (see page 17) (62,292) (65,352) (63,428) (60,297) (251,369) (59,302) 4.8 % Payment of financing lease obligations (21,114) (18,787) (13,370) (6,537) (59,808) (5,453) 74.2 % Transaction and organizational restructuring costs (17,156) (5,006) (3,221) (2,707) (28,090) (461) 97.3 % Changes in working capital (1) (11,767) 21,312 3,546 (28,728) (15,637) (43,405) (268.9)% Other (2) 627 1,971 (656) 1,648 3,590 (331) (152.8)% Non-Development Capital Expenditures, net (see page 16) (41,736) (47,681) (41,275) (51,557) (182,249) (54,602) (30.8)% Adjusted Free Cash Flow $ (6,282) $ 33,674 $ 9,718 $(32,992) $ 4,118 $ (46,971) (647.7)% Brookdale's Proportionate Share of Unconsolidated Ventures Adjusted EBITDA $ 16,749 $ 14,111 $ 11,280 $ 10,419 $ 52,559 $ 11,319 (32.4)% Adjusted Free Cash Flow $ 6,367 $ 9,019 $ 4,618 $ (183) $ 19,821 $ 5,384 (15.4)% (1) Excludes changes in prepaid insurance premiums financed with notes payable, changes in operating lease liability for lease termination and modification, and lessor capital expenditure reimbursements under operating leases. (2) Primarily consists of proceeds from property insurance, cash paid for state income taxes, and proceeds from entrance fees, net of refunds and amortization. 5


 
Adjusted EBITDA and Adjusted Free Cash Flow Distribution ($ in 000s) 1Q 2019 Senior Senior Housing Housing Owned Leased Health Care Management Total Portfolio Portfolio Services Services Other (2) Resident fee and management fee revenue $ 825,222 $ 380,691 $ 317,256 $ 111,532 $ 15,743 $ — Facility operating expense (586,094) (269,078) (213,657) (103,359) — — Combined Segment Operating Income 239,128 111,613 103,599 8,173 15,743 — General and administrative expense (excluding non-cash stock-based compensation expense and transaction costs) (49,494) (15,693) (13,078) (7,077) (13,646) — Cash facility operating lease payments (73,051) — (71,282) — — (1,769) Adjusted EBITDA 116,583 95,920 19,239 1,096 2,097 (1,769) Interest expense, net (59,302) (45,643) (16,743) — — 3,084 Payment of financing lease obligations (5,453) — (5,104) — — (349) Transaction costs (461) — — — — (461) Changes in working capital (1) (43,405) — — — — (43,405) Other (331) — 38 — — (369) Non-Development Capital Expenditures, net (54,602) (24,967) (18,419) — — (11,216) Adjusted Free Cash Flow $ (46,971) $ 25,310 $ (20,989) $ 1,096 $ 2,097 $ (54,485) (1) Excludes changes in prepaid insurance premiums financed with notes payable. (2) Other is primarily comprised of changes in working capital, corporate capital expenditures, interest income, and lease payments for corporate offices and information technology systems and equipment. 6


 
Segment Overview 1Q19 vs. ($ in 000s, except RevPAR and RevPOR) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Total Senior Housing, Health Care Services and Management Services Revenue (1) $ 924,947 $ 913,040 $ 858,707 $ 824,503 $3,521,197 $ 825,222 (10.8)% Combined Segment Operating Income $ 292,622 $ 285,964 $ 251,631 $ 237,652 $1,067,869 $ 239,128 (18.3)% Combined Segment Operating Margin 31.6% 31.3% 29.3% 28.8% 30.3% 29.0% -260 bps Senior Housing (see page 8) Revenue $ 795,746 $ 786,116 $ 731,903 $ 698,471 $3,012,236 $ 697,947 (12.3)% Senior Housing Operating Income $ 265,623 $ 258,690 $ 223,616 $ 213,874 $ 961,803 $ 215,212 (19.0)% Senior Housing Operating Margin 33.4% 32.9% 30.6% 30.6% 31.9% 30.8% -260 bps Number of communities (period end) 792 748 729 687 687 680 (14.1)% Period end number of units 66,355 61,709 60,009 56,492 56,492 55,948 (15.7)% Total Average Units 66,557 66,342 61,370 58,407 63,170 56,460 (15.2)% RevPAR $ 3,983 $ 3,948 $ 3,973 $ 3,984 $ 3,972 $ 4,102 3.0 % Weighted average occupancy 84.4% 84.1% 84.2% 84.4% 84.3% 83.6% -80 bps RevPOR $ 4,717 $ 4,692 $ 4,718 $ 4,721 $ 4,712 $ 4,909 4.1 % Health Care Services Segment Revenue $ 110,520 $ 109,853 $ 108,276 $ 108,326 $ 436,975 $ 111,532 0.9 % Segment Operating Income $ 8,318 $ 10,203 $ 9,487 $ 6,072 $ 34,080 $ 8,173 (1.7)% Segment Operating Margin 7.5% 9.3% 8.8% 5.6% 7.8% 7.3% -20 bps Management Services Segment Segment Operating Income (comprised solely of management fees) $ 18,681 $ 17,071 $ 18,528 $ 17,706 $ 71,986 $ 15,743 (15.7)% G&A Allocation (see page 15) (14,320) (13,703) (14,470) (12,953) (55,446) (13,646) 4.7 % Segment Operating Income (Adjusted to Include G&A Allocation) $ 4,361 $ 3,368 $ 4,058 $ 4,753 $ 16,540 $ 2,097 (51.9)% Segment Operating Margin (Adjusted to Include G&A Allocation) 23.3% 19.7% 21.9% 26.8% 23.0% 13.3% NM Resident fee revenue under management $ 394,392 $ 357,469 $ 384,984 $ 359,861 $1,496,706 $ 321,952 (18.4)% Number of communities (period end) 218 240 232 205 205 164 (24.8)% Period end number of units 32,754 33,176 32,511 27,787 27,787 23,742 (27.5)% Total Average Units 33,699 30,422 32,471 28,975 31,392 25,047 (25.7)% Weighted average occupancy 84.2% 83.6% 84.0% 83.7% 83.9% 82.9% -130 bps (1) Excludes reimbursed costs on behalf of managed communities. 7


 
Senior Housing Segments 1Q19 vs. ($ in 000s, except RevPAR and RevPOR) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Independent Living Revenue $ 158,397 $ 159,293 $ 144,631 $ 137,656 $ 599,977 $ 135,694 (14.3)% Segment Operating Income $ 64,422 $ 65,134 $ 57,106 $ 53,947 $ 240,609 $ 52,876 (17.9)% Segment Operating Margin 40.7% 40.9% 39.5% 39.2% 40.1% 39.0% (170) bps Number of communities (period end) 84 75 75 68 68 68 (19.0)% Period end number of units 15,045 13,559 13,550 12,419 12,419 12,430 (17.4)% Total Average Units 15,045 15,083 13,553 12,973 14,164 12,430 (17.4)% RevPAR $ 3,509 $ 3,520 $ 3,557 $ 3,537 $ 3,530 $ 3,602 2.7 % Weighted average occupancy 87.7% 88.1% 89.5% 90.0% 88.8% 89.8% 210 bps RevPOR $ 4,004 $ 3,993 $ 3,973 $ 3,930 $ 3,977 $ 4,012 0.2 % Assisted Living and Memory Care Revenue $ 532,280 $ 522,027 $ 483,125 $ 458,419 $1,995,851 $ 458,526 (13.9)% Segment Operating Income $ 176,538 $ 169,737 $ 144,701 $ 138,006 $ 628,982 $ 140,699 (20.3)% Segment Operating Margin 33.2% 32.5% 30.0% 30.1% 31.5% 30.7% (250) bps Number of communities (period end) 681 645 627 593 593 586 (14.0)% Period end number of units 44,728 41,266 39,725 37,500 37,500 36,944 (17.4)% Total Average Units 44,773 44,403 40,933 38,807 42,229 37,477 (16.3)% RevPAR $ 3,963 $ 3,919 $ 3,934 $ 3,937 $ 3,939 $ 4,070 2.7 % Weighted average occupancy 83.4% 82.9% 82.7% 82.7% 83.0% 81.6% (180) bps RevPOR $ 4,750 $ 4,725 $ 4,755 $ 4,759 $ 4,747 $ 4,988 5.0 % CCRCs Revenue $ 105,069 $ 104,796 $ 104,147 $ 102,396 $ 416,408 $ 103,727 (1.3)% Segment Operating Income $ 24,663 $ 23,819 $ 21,809 $ 21,921 $ 92,212 $ 21,637 (12.3)% Segment Operating Margin 23.5% 22.7% 20.9% 21.4% 22.1% 20.9% (260) bps Number of communities (period end) 27 28 27 26 26 26 (3.7)% Period end number of units 6,582 6,884 6,734 6,573 6,573 6,574 (0.1)% Total Average Units 6,739 6,856 6,884 6,627 6,777 6,553 (2.8)% RevPAR $ 5,172 $ 5,079 $ 5,024 $ 5,128 $ 5,100 $ 5,232 1.2 % Weighted average occupancy 84.1% 83.0% 82.6% 83.1% 83.2% 82.9% (120) bps RevPOR $ 6,160 $ 6,115 $ 6,082 $ 6,172 $ 6,132 $ 6,312 2.5 % 8


 
Senior Housing: Same Community (1) 1Q19 vs. ($ in 000s, except RevPAR and RevPOR) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Revenue $ 643,884 $ 636,441 $ 637,312 $ 637,683 $2,555,320 $ 653,588 1.5 % Community Labor Expense (279,995) (281,165) (289,264) (288,993) (1,139,417) (291,549) (4.1)% Other facility operating expense (144,897) (145,411) (148,936) (151,377) (590,621) (152,238) (5.1)% Facility operating expense (2) (424,892) (426,576) (438,200) (440,370) (1,730,038) (443,787) (4.4)% Same Community Operating Income $ 218,992 $ 209,865 $ 199,112 $ 197,313 $ 825,282 $ 209,801 (4.2)% Same Community Operating Margin 34.0% 33.0% 31.2% 30.9% 32.3% 32.1% (190) bps Total Average Units 52,527 52,525 52,520 52,518 52,523 52,492 (0.1)% RevPAR $ 4,084 $ 4,037 $ 4,042 $ 4,045 $ 4,052 $ 4,148 1.6 % Weighted average occupancy 85.2% 84.7% 85.0% 84.9% 84.9% 84.0% -120 bps RevPOR $ 4,791 $ 4,766 $ 4,757 $ 4,765 $ 4,770 $ 4,939 3.1 % (2) Same Community Operating Income /Weighted average occupancy Same Community RevPAR 85.2% 85.0% 84.7% 84.9% 84.0% $4,148 $218,992 $209,865 $209,801 $4,084 $199,112 $197,313 $4,037 $4,042 $4,045 1Q 2018 2Q 2018 3Q 2018 4Q 2018 1Q 2019 1Q 2018 2Q 2018 3Q 2018 4Q 2018 1Q 2019 (1) Reflects 658 communities owned or leased during each period. (2) Excludes hurricane and natural disaster expense of $1.3 million for the full year 2018 and $0.1 million for the first quarter of 2019. 9


 
Senior Housing Segments: Same Community (1) 1Q19 vs. ($ in 000s, except RevPAR and RevPOR) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Independent Living Revenue $ 118,451 $ 118,595 $ 119,098 $ 119,988 $ 476,132 $ 122,436 3.4 % Community labor expense (41,532) (42,236) (42,421) (42,749) (168,938) (42,851) (3.2)% Other facility operating expense (27,722) (27,558) (28,420) (29,374) (113,074) (29,300) (5.7)% Facility operating expense (69,254) (69,794) (70,841) (72,123) (282,012) (72,151) (4.2)% Same community operating income $ 49,197 $ 48,801 $ 48,257 $ 47,865 $ 194,120 $ 50,285 2.2 % Same community Operating margin 41.5% 41.1% 40.5% 39.9% 40.8% 41.1% (40) bps Total Average Units 11,357 11,358 11,352 11,350 11,354 11,326 (0.3)% RevPAR $ 3,477 $ 3,481 $ 3,497 $ 3,524 $ 3,495 $ 3,603 3.6 % Weighted average occupancy 88.7% 89.1% 89.9% 90.5% 89.6% 90.2% 150 bps RevPOR $ 3,918 $ 3,905 $ 3,888 $ 3,893 $ 3,901 $ 3,995 2.0 % Assisted Living and Memory Care Revenue $ 434,639 $ 428,982 $ 429,876 $ 427,551 $ 1,721,048 $ 439,445 1.1 % Community labor expense (191,496) (191,853) (198,823) (197,578) (779,750) (199,133) (4.0)% Other facility operating expense (94,799) (95,054) (97,218) (98,528) (385,599) (99,136) (4.6)% Facility operating expense (286,295) (286,907) (296,041) (296,106) (1,165,349) (298,269) (4.2)% Same community operating income $ 148,344 $ 142,075 $ 133,835 $ 131,445 $ 555,699 $ 141,176 (4.8)% Same community Operating margin 34.1% 33.1% 31.1% 30.7% 32.3% 32.1% (200) bps Total Average Units 35,532 35,529 35,530 35,530 35,530 35,529 — % RevPAR $ 4,077 $ 4,025 $ 4,033 $ 4,011 $ 4,037 $ 4,123 1.1 % Weighted average occupancy 84.4% 83.6% 83.8% 83.4% 83.8% 82.2% (220) bps RevPOR $ 4,834 $ 4,812 $ 4,811 $ 4,809 $ 4,817 $ 5,014 3.7 % CCRCs Revenue $ 90,794 $ 88,864 $ 88,338 $ 90,144 $ 358,140 $ 91,707 1.0 % Community labor expense (46,967) (47,076) (48,020) (48,666) (190,729) (49,565) (5.5)% Other facility operating expense (22,376) (22,799) (23,298) (23,475) (91,948) (23,802) (6.4)% Facility operating expense (69,343) (69,875) (71,318) (72,141) (282,677) (73,367) (5.8)% Same community operating income $ 21,451 $ 18,989 $ 17,020 $ 18,003 $ 75,463 $ 18,340 (14.5)% Same community Operating margin 23.6% 21.4% 19.3% 20.0% 21.1% 20.0% (360) bps Total Average Units 5,638 5,638 5,638 5,638 5,638 5,637 — % RevPAR $ 5,347 $ 5,234 $ 5,200 $ 5,303 $ 5,271 $ 5,399 1.0 % Weighted average occupancy 83.8% 82.4% 82.3% 82.7% 82.8% 82.6% (120) bps RevPOR $ 6,382 $ 6,349 $ 6,318 $ 6,408 $ 6,364 $ 6,533 2.4 % (1) Reflects 63 Independent Living communities, 572 Assisted Living and Memory Care communities, and 23 CCRC communities owned or leased during each period. 10


 
Senior Housing: Owned Portfolio 1Q19 vs. ($ in 000s, except RevPAR and RevPOR) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee revenue $ 383,910 $ 388,108 $ 387,585 $ 382,533 $1,542,136 $ 380,691 (0.8)% Facility operating expense (260,673) (265,066) (273,881) (270,659) (1,070,279) (269,078) (3.2)% Owned Portfolio Operating Income 123,237 123,042 113,704 111,874 471,857 111,613 (9.4)% G&A Portfolio Allocation (see page 15) (16,616) (14,924) (15,061) (14,641) (61,242) (15,693) 5.6 % Owned Portfolio Operating Income (Adjusted to Include G&A Portfolio Allocation) $ 106,621 $ 108,118 $ 98,643 $ 97,233 $ 410,615 $ 95,920 (10.0)% Additional Information Interest expense: property level and corporate debt $ (45,727) $ (48,967) $ (46,891) $ (46,920) $ (188,505) $ (45,643) 0.2 % Community level capital expenditures, net (see page 16) $ (19,474) $ (18,295) $ (16,126) $ (18,972) $ (72,867) $ (24,967) (28.2)% Number of communities (period end) 358 363 363 344 344 338 (5.6)% Period end number of units 32,417 33,287 33,359 31,869 31,869 31,397 (3.1)% Total Average Units 32,549 33,255 33,338 33,062 33,051 31,840 (2.2)% RevPAR $ 3,932 $ 3,890 $ 3,875 $ 3,857 $ 3,888 $ 3,969 0.9 % Weighted average occupancy 84.3% 83.9% 84.0% 83.5% 83.9% 82.4% -190 bps RevPOR $ 4,664 $ 4,637 $ 4,613 $ 4,619 $ 4,634 $ 4,815 3.2 % As of March 31, 2019 Interest Coverage 2.0x Net Debt (see page 19) $ 3,302,699 11


 
Senior Housing: Leased Portfolio 1Q19 vs. ($ in 000s, except RevPAR and RevPOR) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee revenue $ 411,836 $ 398,008 $ 344,318 $ 315,938 $1,470,100 $ 317,256 (23.0)% Facility operating expense (269,450) (262,360) (234,406) (213,938) (980,154) (213,657) 20.7 % Leased Portfolio Operating Income 142,386 135,648 109,912 102,000 489,946 103,599 (27.2)% G&A Portfolio Allocation (see page 15) (17,824) (16,015) (13,380) (12,092) (59,311) (13,078) 26.6 % Leased Portfolio Operating Income (Adjusted to Include G&A Portfolio Allocation) $ 124,562 $ 119,633 $ 96,532 $ 89,908 $ 430,635 $ 90,521 (27.3)% Additional Information Total cash facility lease payments on leased portfolio (see page 17) $ (127,302) $ (122,004) $ (103,030) $ (94,090) $ (446,426) $ (93,129) 26.8 % Community level capital expenditures, net (see page 16) $ (14,474) $ (15,159) $ (13,756) $ (12,530) $ (55,919) $ (18,419) (27.3)% Number of communities (period end) 434 385 366 343 343 342 (21.2)% Period end number of units 33,938 28,422 26,650 24,623 24,623 24,551 (27.7)% Total Average Units 34,008 33,087 28,032 25,345 30,119 24,620 (27.6)% RevPAR $ 4,032 $ 4,006 $ 4,090 $ 4,149 $ 4,063 $ 4,274 6.0 % Weighted average occupancy 84.6% 84.3% 84.5% 85.6% 84.7% 85.0% 40 bps RevPOR $ 4,766 $ 4,752 $ 4,840 $ 4,847 $ 4,797 $ 5,028 5.5 % Lease Coverage as of March 31, 2019 0.93x Total operating and financing lease obligations divided by total cash facility lease payments for the trailing twelve months ended March 31, 2019 6.5 Trailing twelve months Facility Lease Maturity Information as of March 31, 2019 ended March 31, 2019 Community Total cash facility lease Initial lease maturities count Total Units payments 2019 2 232 $ 3,018 2020 38 1,673 16,816 2021 6 593 8,037 2022 5 483 4,892 2023 4 889 17,564 Thereafter 287 20,681 316,601 Total 342 24,551 $ 366,928 12


 
New Supply (1) Brookdale proprietary data represents its consolidated senior housing portfolio (2) ESRI data 2018-2023; Brookdale (3) NIC MAP Supply Set, 1Q19 "New Construction" offering same-product with projected open dates through 1Q2020; one year same product projected openings as a percent of current same-product supply within in 20 minutes of Brookdale communities 13


 
Health Care Services 1Q19 vs. ($ in 000s) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee revenue Home Health $ 85,490 $ 83,818 $ 81,722 $ 81,033 $ 332,063 $ 84,185 (1.5)% Hospice 19,327 19,676 20,574 21,257 80,834 21,722 12.4 % Outpatient Therapy 5,685 6,359 5,980 6,036 24,060 5,625 (1.1)% Other health care services 18 — — — 18 — (100.0)% Segment resident fee revenue 110,520 109,853 108,276 108,326 436,975 111,532 0.9 % Segment Operating Income $ 8,318 $ 10,203 $ 9,487 $ 6,072 $ 34,080 $ 8,173 (1.7)% Segment Operating Margin 7.5% 9.3% 8.8% 5.6 % 7.8% 7.3% -20 bps G&A allocation (see page 15) (7,113) (6,990) (6,629) (8,587) (29,319) (7,077) 0.5 % Segment Operating Income (Adjusted to Include G&A Allocation) $ 1,205 $ 3,213 $ 2,858 $ (2,515) $ 4,761 $ 1,096 (9.0)% Segment Operating Margin (Adjusted to Include G&A Allocation) 1.1% 2.9% 2.6% (2.3)% 1.1% 1.0% (10) bps Additional Information Home Health average daily census 15,497 15,238 14,890 15,335 15,238 15,904 2.6 % Hospice average daily census 1,302 1,337 1,411 1,386 1,359 1,428 9.7 % Outpatient Therapy treatment codes 167,170 176,065 168,569 171,544 683,348 158,543 (5.2)% 14


 
G&A Expense 1Q19 vs. ($ in 000s) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) G&A expense allocations (1) Senior Housing Owned Portfolio allocation $ 16,616 $ 14,924 $ 15,061 $ 14,641 $ 61,242 $ 15,693 5.6 % Senior Housing Leased Portfolio allocation 17,824 16,015 13,380 12,092 59,311 13,078 26.6% Health Care Services allocation 7,113 6,990 6,629 8,587 29,319 7,077 0.5% Management Services allocation 14,320 13,703 14,470 12,953 55,446 13,646 4.7% Subtotal (1) 55,873 51,632 49,540 48,273 205,318 49,494 11.4% Non-cash stock-based compensation expense 8,406 6,269 6,035 5,357 26,067 6,356 24.4% Transaction and organizational restructuring costs 17,156 5,006 3,221 2,707 28,090 461 97.3% General and administrative expense $ 81,435 $ 62,907 $ 58,796 $ 56,337 $ 259,475 $ 56,311 30.9 % 1Q19 vs. 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Resident fee revenue $ 906,266 $ 895,969 $ 840,179 $ 806,797 $3,449,211 $ 809,479 (10.7)% Resident fee revenue under management 394,392 357,469 384,984 359,861 1,496,706 321,952 (18.4%) Total (consolidated and under management) $1,300,658 $1,253,438 $1,225,163 $1,166,658 $4,945,917 $1,131,431 (13.0)% Allocated G&A Expense as a Percentage of Resident Fee Revenue (Consolidated and Under Management) G&A expense (excluding non-cash stock- based compensation expense and transaction and organizational restructuring costs) 4.3% 4.1% 4.0% 4.1% 4.2% 4.4% (10) bps Non-cash stock-based compensation expense 0.6% 0.5% 0.5% 0.5% 0.5% 0.6% - Transaction and organizational restructuring costs 1.4% 0.4% 0.3% 0.2% 0.6% —% 140 bps G&A expense (including non-cash stock- based compensation expense and transaction and organizational restructuring costs) 6.3% 5.0% 4.8% 4.8% 5.2% 5.0% 130 bps (1) 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. 15


 
Capital Expenditures ($ in 000s, except for Community level capital 1Q19 vs. expenditures, net, per weighted average unit) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Community level capital expenditures, including allocations (1) Senior Housing Owned Portfolio $ 19,474 $ 18,295 $ 16,126 $ 18,972 $ 72,867 $ 24,967 (28.2)% Senior Housing Leased Portfolio 14,474 15,159 13,756 12,530 55,919 18,419 (27.3)% Community level capital expenditures, net (A) 33,948 33,454 29,882 31,502 128,786 43,386 (27.8)% Corporate capital expenditures (includes Health Care Services) 7,788 14,227 11,393 20,055 53,463 11,216 (44.0)% Non-Development Capital Expenditures, net 41,736 47,681 41,275 51,557 182,249 54,602 (30.8)% Development Capital Expenditures, net 5,381 8,009 6,694 4,603 24,687 5,269 2.1 % Total capital expenditures, net $ 47,117 $ 55,690 $ 47,969 $ 56,160 $ 206,936 $ 59,871 (27.1)% Lessor reimbursements - non-development capital expenditures 1,764 — — 10,401 12,165 — 100.0 % Lessor reimbursements - development capital expenditures 615 80 1,014 — 1,709 — 100.0 % Change in related payables 17,096 (1,904) (92) (10,437) 4,663 184 98.9 % Total cash paid for capital expenditures $ 66,592 $ 53,866 $ 48,891 $ 56,124 $ 225,473 $ 60,055 9.8 % Senior Housing Total Average Units (see page 7) (B) 66,557 66,342 61,370 58,407 63,170 56,460 (15.2)% Community level capital expenditures, net, per weighted average unit (A/B) $ 510 $ 504 $ 487 $ 539 $ 2,039 $ 768 (50.6)% (1) The Company updated its methodology for the allocations of community level capital expenditures during the third quarter of 2018. Prior period amounts of community level capital expenditures, net presented herein have been recast to conform to the new methodology. 16


 
Cash Facility Lease Payments 1Q19 vs. ($ in 000s) 2018 2019 1Q18 1Q 2Q 3Q 4Q Full Year 1Q B(W) Operating Lease Obligations Facility lease expense $ 80,400 $ 81,960 $ 70,392 $ 70,542 $ 303,294 $ 68,668 14.6 % Operating lease expense adjustment 8,103 4,066 2,487 2,562 17,218 4,383 45.9 % Amortization of deferred gain 1,090 1,089 1,090 1,089 4,358 — 100.0 % Cash facility operating lease payments $ 89,593 $ 87,115 $ 73,969 $ 74,193 $ 324,870 $ 73,051 18.5 % Financing Lease Obligations Interest expense: financing lease obligations $ 22,931 $ 22,389 $ 20,896 $ 17,388 $ 83,604 $ 16,743 27.0 % Non-cash interest expense on financing lease obligations (3,383) (3,063) (2,705) (1,743) (10,894) — (100.0)% Payment of financing lease obligations 21,114 18,787 13,370 6,537 59,808 5,453 74.2 % Cash financing lease payments 40,662 38,113 31,561 22,182 132,518 22,196 45.4 % Total cash facility lease payments (1) $ 130,255 $ 125,228 $ 105,530 $ 96,375 $ 457,388 $ 95,247 26.9 % Interest Expense Reconciliation to Income Statement Interest expense: financing lease obligations $ 22,931 $ 22,389 $ 20,896 $ 17,388 $ 83,604 $ 16,743 27.0 % Non-cash interest expense on financing lease obligations (3,383) (3,063) (2,705) (1,743) (10,894) — (100.0)% Interest expense: financing lease obligations - cash payments 19,548 19,326 18,191 15,645 72,710 16,743 14.3 % Interest income (2,983) (2,941) (1,654) (2,268) (9,846) (3,084) 3.4 % Interest expense: debt 45,727 48,967 46,891 46,920 188,505 45,643 0.2 % Interest expense, net 62,292 65,352 63,428 60,297 251,369 59,302 4.8 % Amortization of deferred financing costs and debt premium (discount) 3,956 2,328 829 644 7,757 831 79.0 % Change in fair value of derivatives (74) 217 10 250 403 148 NM Non-cash interest expense on financing lease obligations 3,383 3,063 2,705 1,743 10,894 — 100.0 % Interest income 2,983 2,941 1,654 2,268 9,846 3,084 3.4 % Interest expense per income statement $ 72,540 $ 73,901 $ 68,626 $ 65,202 $ 280,269 $ 63,365 12.6 % (1) Includes cash lease payments for leases of corporate offices and information technology systems and equipment. 17


 
Unconsolidated Ventures Trailing 12 Months Ended ($ in 000s) 1Q 2019 March 31, 2019 Total CCRC Venture Other Ventures Total Resident fee revenue $ 108,591 $ 106,609 $ 1,982 $ 603,452 Facility operating expense (80,542) (79,121) (1,421) (457,794) General and administrative expense including management fees (5,444) (5,344) (100) (29,758) Cash facility operating lease payments — — — 677 Adjusted EBITDA of unconsolidated ventures 22,605 22,144 461 116,577 Interest expense, net (6,245) (5,917) (328) (45,916) Proceeds from entrance fees, net of refunds and amortization 4,115 4,115 — 28,829 Changes in working capital items (2,172) (1,621) (551) 308 Other (24) (17) (7) 669 Community level capital expenditures, net (8,000) (7,955) (45) (57,119) Adjusted Free Cash Flow of unconsolidated ventures $ 10,279 $ 10,749 $ (470) $ 43,348 Additional Information Brookdale's weighted average unit ownership percentage (period end) 50.3% 51.0% 18.3% 50.3% Non-recourse net debt principal of unconsolidated ventures as of period end $ 533,135 $ 514,975 $ 18,160 $ 533,135 Number of communities (period end) 18 16 2 18 Total Average Units 7,422 7,269 153 11,136 Weighted average occupancy 85.8% 85.8% 89.6% 84.1% Brookdale's Proportionate Share of: Adjusted EBITDA of unconsolidated ventures $ 11,319 $ 11,293 $ 26 $ 47,129 Proceeds from entrance fees, net of refunds and amortization of unconsolidated ventures $ — $ 2,099 $ — $ 14,703 Adjusted Free Cash Flow of unconsolidated ventures $ 5,384 $ 5,482 $ (98) $ 18,838 Non-Recourse net debt principal of unconsolidated ventures as of period end $ 264,152 $ 262,637 $ 1,515 $ 264,152 18


 
Capital Structure Total Liquidity (1) Debt Structure (2) ($ in millions) ($ in millions) Debt Weighted Rate Variable rate ($ in millions) Maturity Debt debt with 2019 (4) $ 290 5.19% $1,000 interest rate caps $868 2020 388 5.54% $800 Fixed rate debt $1,103 2021 333 5.98% 30% $592 2022 321 4.66% $600 $510 $530 $487 $2,265 $459 2023 275 4.83% 62% $400 $147 $134 $413 $340 Thereafter 2,036 4.68% Total (5) $ 3,643 4.94% $200 $358 $340 $325 $275 $179 $190 Variable rate debt - unhedged $0 8% 03/31/2018 06/30/2018 09/30/2018 12/31/2018 03/31/2019 (1) The Company paid off its $316.3 million convertible As of March 31, 2019 senior note that matured in June 2018. Weighted Rate (2) Includes the carrying value of mortgage debt, line Line of credit available to draw Fixed rate debt 4.96% of credit, and other notes payable. (3) Cash and cash equivalents and marketable securities Variable rate debt 4.92% (3) Reflects a) market rates as of March 31, 2019 and b) Total debt and line of credit 4.94% applicable cap rates for hedged debt. (4) Includes $23.4 million of mortgage notes payable secured by assets held for sale that generally will be (6) Leverage Ratios repaid with the proceeds from the sales. ($ in 000s) (5) Excludes line of credit. Annualized Twelve Months ended March 31, 2019 Leverage (6) Leverage ratios include results of operations of communities disposed of through the disposition Adjusted EBITDAR (A) $ 815,436 date. Cash facility operating lease payments (see page 17) (308,328) (7) Excludes operating lease obligations related to Adjusted EBITDA 507,108 certain non-facility leases for which the related Cash financing lease payments (see page 17) (114,052) lease expense is included in Adjusted EBITDAR. Adjusted EBITDA after cash financing lease payments (B) $ 393,056 As of March 31, 2019 Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDAR, Adjusted EBITDA, Debt $ 3,642,997 Adjusted EBITDA after cash financing lease payments, Line of credit — Net Debt, and Adjusted Net Debt are financial measures that are not calculated in accordance with GAAP. See Cash and cash equivalents (256,501) “Definitions” and “Non-GAAP Financial Measures” for the Marketable securities (83,517) definitions of such measures and other important Restricted cash held as collateral against existing debt (280) information regarding such measures, including reconciliations to the most comparable GAAP measures. Net Debt (C) 3,302,699 8.4x (C/B) During the first quarter of 2019, the Company modified Operating and financing lease obligations (7) 2,400,474 its definition of Adjusted Net Debt. See "Definitions" for a description of the change. Adjusted Net Debt (D) $ 5,703,173 7.0x (D/A) 19


 
Net Asset Value Elements ($ in 000s and are for the trailing twelve months ended March 31, 2019 unless otherwise noted) Senior Housing: Owned Portfolio (1) Owned Portfolio Operating Income (Including G&A assumption) (2) $ 367,808 Net Debt as of March 31, 2019 (see page 19) $ 3,302,699 Total Average Units 30,223 Senior Housing: Leased Portfolio (1) Leased Portfolio Operating Income (Including G&A assumption) (2) $ 349,907 Total cash facility lease payments on leased portfolio $ (366,523) Total operating and financing lease obligations (see page 19) $ 2,400,474 Total operating and financing lease obligations divided by total cash facility lease payments for the trailing twelve months ended March 31, 2019 6.5 Total Average Units 24,571 Health Care Services Segment Operating Income (Including G&A assumption) (2) $ 4,652 Unconsolidated Ventures Brookdale's Proportionate Share of Adjusted EBITDA $ 47,129 Brookdale's Proportionate Share of proceeds from entrance fees, net of refunds and amortization $ 14,703 Brookdale's Proportionate Share of non-recourse net debt principal as of March 31, 2019 $ 264,152 Total Average Units 11,136 Brookdale's weighted average unit ownership percentage (period end) 50.3% Shares outstanding (excluding 7,881,179 unvested restricted shares) as of March 31, 2019 186,691,907 (1) Includes pro-forma results of operations of communities, net of amounts attributable to completed and pending transactions. See pages 24-25. (2) G&A assumptions are calculated as 5% and 7% of Senior Housing and Health Care Services resident fee revenue, respectively. 20


 
Definitions Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net Brookdale’s Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures income (loss) excluding: benefit/provision for income taxes, non-operating income/ is calculated based on the Company’s equity ownership percentage and in a manner expense items, and depreciation and amortization; and further adjusted to exclude consistent with the Company’s definition of Adjusted EBITDA for its consolidated entities. income/expense associated with non-cash, non-operational, transactional, cost The Company’s investments in unconsolidated ventures are accounted for under the reduction or organizational restructuring items that management does not consider as equity method of accounting, and the Company’s proportionate share of Adjusted part of the Company’s underlying core operating performance and that management EBITDA of unconsolidated ventures does not represent the Company’s equity in earnings believes impact the comparability of performance between periods. For the periods or loss of unconsolidated ventures on its consolidated statement of operations. presented herein, such other items include non-cash impairment charges, gain/loss on facility lease termination and modification, operating lease expense adjustment, Brookdale’s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated amortization of deferred gain, change in future service obligation, non-cash stock-based Ventures is calculated based on the Company’s equity ownership percentage and in a compensation expense, and Transaction and Organizational Restructuring Costs. During manner consistent with the Company’s definition of Adjusted Free Cash Flow for its the first quarter of 2019, the Company modified its definition of Adjusted EBITDA to consolidated entities. The Company’s investments in its unconsolidated ventures are exclude Transaction and Organizational Restructuring costs, and amounts for all periods accounted for under the equity method of accounting and, therefore, the Company’s herein reflect application of the modified definition. proportionate share of Adjusted Free Cash Flow of unconsolidated ventures does not represent cash available to the Company’s consolidated business except to the extent it is distributed to the Company. Adjusted EBITDAR is a non-GAAP financial measure that the Company defines as Adjusted EBITDA before cash facility operating lease payments. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue of the Company, less facility operating expense. Combined Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as Segment Operating Income does not include general and administrative expense or net cash provided by (used in) operating activities before: distributions from depreciation and amortization. unconsolidated ventures from cumulative share of net earnings, changes in operating lease liability for lease termination and modification, cash paid/received for gain/loss on Community Labor Expenses is a component of facility operating expense that includes facility lease termination and modification, and lessor capital expenditure regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, reimbursements under operating leases; plus: property insurance proceeds and payroll taxes, contract labor, employee benefits, and workers compensation. proceeds from refundable entrance fees, net of refunds; less: Non-Development Capital Development Capital Expenditures means capital expenditures for community Expenditures and payment of financing lease obligations. During the first quarter of 2019, expansions and major community redevelopment and repositioning projects, including the Company modified its definition of Adjusted Free Cash Flow to no longer adjust net the Company’s Program Max initiative, and the development of new communities. cash provided by (used in) operating activities for changes in working capital items other Amounts of Development Capital Expenditures are presented net of lessor than prepaid insurance premiums financed with notes payable and lease liability for lease reimbursements. termination and modification, and amounts for all periods herein reflect application of the modified definition. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for an implied 5% management fee and capital expenditures Adjusted Net Debt is a non-GAAP financial measure that the Company defines as Net at $350/unit, divided by the trailing-twelve months property level and corporate debt Debt, plus operating and financing lease obligations. Operating and financing lease interest expense. obligations exclude operating lease obligations related to certain non-facility leases for Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio which the related lease expense is included in Adjusted EBITDAR. During the first quarter Operating Income, excluding resident fee revenue and facility operating expense of of 2019, the Company modified its definition of Adjusted Net Debt to no longer adjust communities disposed during such period adjusted for an implied 5% management fee Net Debt by cash operating, capital, and financing lease payments multiplied by 8 and and capital expenditures at $350/unit, divided by the trailing-twelve months cash facility instead utilizes operating and financing lease obligations for facility leases recorded on lease payments for both operating leases and financing leases, excluding cash lease the Company's balance sheet to derive Adjusted Net Debt. payments for leases of communities disposed during such period, corporate offices, and information technology systems and equipment, vehicles and other equipment. 21


 
Definitions Leased Portfolio Operating Income is defined by the Company as resident fee revenue Same Community Operating Income is defined by the Company as resident fee revenue (excluding Health Care Services segment revenue), less facility operating expense for the (excluding Health Care Services segment revenue and, for the 2019 period, the additional Company’s Senior Housing Leased Portfolio. Leased Portfolio Operating Income does not resident fee revenue recognized as a result of application of the new lease accounting include general and administrative expense (unless otherwise noted) or depreciation and standard under ASC 842), less facility operating expense (excluding hurricane and natural amortization. disaster expense and, for the 2019 period, the additional facility operating expense recognized as a result of application of the new lease accounting standard under ASC Net Debt is a non-GAAP financial measure that the Company defines as the total of its 842) for the Company's Same Community portfolio. Same Community Operating Income debt (mortgage debt and other notes payable) and the outstanding balance on the line does not include general and administrative expense or depreciation and amortization. of credit, less unrestricted cash, marketable securities, and cash held as collateral against existing debt. Segment Operating Income is defined by the Company as segment revenue less segment facility operating expense. Segment Operating Income does not include general NM means not meaningful. and administrative expense (unless otherwise noted) or depreciation and amortization. Non-Development Capital Expenditures is comprised of corporate and community- Management Services segment operating income excludes revenue for reimbursements level capital expenditures, including those related to maintenance, renovations, for which the Company is the primary obligor of costs incurred on behalf of managed upgrades and other major building infrastructure projects for the Company’s communities, and there is no facility operating expense associated with the Management communities. Non-Development Capital Expenditures does not include capital Services segment. See the Segment Information note to the Company’s consolidated expenditures for community expansions and major community redevelopment and financial statements for more information regarding the Company’s segments. repositioning projects, including the Company’s Program Max initiative, and the Senior Housing Leased Portfolio represents Brookdale leased communities and does development of new communities (i.e., Development Capital Expenditures). Amounts of not include owned, managed – 3rd party, or managed – venture communities. Non-Development Capital Expenditures are presented net of lessor reimbursements. Senior Housing Operating Income is defined by the Company as segment revenue less Owned Portfolio Operating Income is defined by the Company as resident fee revenue segment facility operating expense for the Company’s Independent Living, Assisted (excluding Health Care Services segment revenue), less facility operating expense for the Living and Memory Care, and CCRCs segments on an aggregate basis. Senior Housing Company’s Senior Housing Owned Portfolio. Owned Portfolio Operating Income does Operating Income does not include general and administrative expense or depreciation not include general and administrative expense (unless otherwise noted) or depreciation and amortization. and amortization. Senior Housing Owned Portfolio represents Brookdale owned communities and does RevPAR, or average monthly senior housing resident fee revenue per available unit, is not include leased, managed – 3rd party, or managed – venture communities. defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding Health Care Services segment revenue and entrance fee amortization, Total Average Units represents the average number of units operated during the period. and, for the 2019 period, the additional resident fee revenue recognized as a result of the application of the new lease accounting standard under ASC 842), divided by the Transaction and Organizational Restructuring Costs are general and administrative weighted average number of available units in the corresponding portfolio for the period, expenses. Transaction costs include those directly related to acquisition, disposition, divided by the number of months in the period. financing, and leasing activity, the Company’s assessment of options and alternatives to enhance stockholder value, and stockholder relations advisory matters, and are primarily RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is comprised of legal, finance, consulting, professional fees, and other third party costs. defined by the Company as resident fee revenue for the corresponding portfolio for the Organizational restructuring costs include those related to the Company’s efforts to period (excluding Health Care Services segment revenue and entrance fee amortization, reduce general and administrative expense and its senior leadership changes, including and for the 2019 period the additional resident fee revenue recognized as a result of the severance and retention costs. application of the new lease accounting standard under ASC 842), 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 historical results from senior housing operations for same store communities (utilizing the Company's methodology for determining same store communities), and for the 2019 period excludes the additional resident fee revenue and facility operating expense recognized as a result of application of the new lease accounting standard under ASC 842. 22


 
Appendices Pro-Forma Financial Information 24 Non-GAAP Financial Measures 27 23


 
Pro-Forma Financial Information During the period of April 1, 2018 to March 31, 2019, the Company disposed of an aggregate of 25 owned communities, its triple-net lease obligations on an aggregate of 90 communities were terminated, and the Company acquired five communities that it previously leased or managed. During the next 12 months, the Company expects to close on the dispositions of seven owned communities classified as held for sale as of March 31, 2019 and anticipates terminations of its management arrangements with third parties as the Company transitions to new operators its interim management on formerly leased communities and its management on certain former unconsolidated ventures in which the Company sold its interest. The pro-forma results on the following pages summarize the Company’s actual consolidated results and the impact of transactions as follows: • The pro forma table for the twelve months ended March 31, 2019 on page 25 reflects the Company’s actual consolidated results for the twelve months ended March 31, 2019 and the impact on those results assuming that the foregoing completed and expected transactions had closed on March 31, 2018. • The pro forma table for the first quarter of 2019 table on page 26 reflects the Company’s actual consolidated results for the first quarter of 2019 and the impact on those results assuming that the foregoing completed and expected transactions had closed on December 31, 2018. The pro-forma results on the following pages do not include adjustments for: • Several communities that the Company continues to market (which are not included in assets held for sale). • The Company’s option to cause terminations of leases upon the sale of communities by Ventas and Welltower with annual base rent aggregating up to approximately $30 million and $5 million, respectively. The closings of the various pending and expected transactions described above are, or will be, subject to the satisfaction of various conditions, including (where applicable) the receipt of regulatory approvals; however, there can be no assurance that the transactions will close or, if they do, when the actual closings will occur. 24


 
Pro-Forma Trailing Twelve Months Amounts Amounts Attributable to Actual Results Attributable to Actual Results Transactions Net of Amounts Trailing Twelve Transactions Net of Amounts Completed or Attributable to Months Ended Completed on Attributable to Expected to be Completed and March 31, 2019 or before Completed Completed after Pending ($ in 000s) Actual Results 3/31/2019 (1) Transactions 3/31/2019 (1) Transactions Consolidated portfolio (A) (B) (A+B) (C) (A+B+C = D) Senior Housing weighted average units operated 60,645 (4,734) 55,911 (1,107) 54,804 Senior Housing revenue $ 2,914,437 $ (198,910) $ 2,715,527 $ (48,319) $ 2,667,208 Health Care Services revenue 437,987 — 437,987 — 437,987 Management fee revenue 69,048 (13,564) 55,484 (4,946) 50,538 Resident fee and management fee revenue 3,421,472 (212,474) 3,208,998 (53,265) 3,155,733 Facility operating expense (2,407,097) 141,447 (2,265,650) 45,466 (2,220,184) General and administrative expense (excluding non-cash stock-based compensation expense and transaction and organizational restructuring costs) (2) (198,939) — (198,939) — (198,939) Cash facility operating lease payments (308,328) 19,829 (288,499) — (288,499) Adjusted EBITDA 507,108 (51,198) 455,910 (7,799) 448,111 Interest expense, net (248,379) 16,902 (231,477) 1,646 (229,831) Payment of financing lease obligations (44,147) 14,036 (30,111) — (30,111) Transaction and organizational restructuring costs (11,395) — (11,395) — (11,395) Changes in working capital (3) (47,275) — (47,275) — (47,275) Other 2,632 47 2,679 (2,000) 679 Non-Development Capital Expenditures, net (195,115) 12,235 (182,880) 4,757 (178,123) Adjusted Free Cash Flow $ (36,571) $ (7,978) $ (44,549) $ (3,396) $ (47,945) Cash facility operating and financing lease payments $ 422,380 $ (45,719) $ 376,661 $ — $ 376,661 (1) The pro forma adjustments do not include assumptions on the impact to changes in working capital. (2) Brookdale scales general and administrative expense following disposal of communities. This is reflected in actual results as they occur. (3) Excludes changes in prepaid insurance premiums financed with notes payable, changes in operating lease liability for lease termination and modification, and lessor capital expenditure reimbursement under operating leases. Actual Results Less Amounts Proforma (from column D above) Senior Housing: Senior Housing: Attributable to Completed Owned and Leased Specifically Identifiable Information, Owned Leased Health Care Services and Pending Transactions and All Other Portfolio Portfolio and Other (from column D above) Weighted average units operated 30,223 24,571 N/A 54,804 Senior Housing and Health Care Services revenue $ 1,427,012 $ 1,240,196 $ 437,987 $ 3,105,195 Facility operating expense $ (987,853) $ (828,279) $ (404,052) $ (2,220,184) Total cash facility lease payments and interest expense, net $ (181,719) $ (366,523) $ (199) $ (548,441) Non-Development Capital Expenditures, net $ (69,498) $ (51,734) $ (56,891) $ (178,123) 25


 
Pro-Forma First Quarter 2019 Amounts Amounts Attributable to Actual Results Attributable to Actual Results Transactions Net of Amounts Transactions Net of Amounts Completed or Attributable to Impact of Completed Attributable to Expected to be Completed and New Lease 1Q19 Actual during Completed Completed after Pending Standard on ($ in 000s) Results 1Q19 (1) Transactions 3/31/2019 (1) Transactions Actual Results (2) Consolidated portfolio (A) (B) (A+B) (C) (A+B+C) Senior Housing weighted average units operated 56,460 (533) 55,927 (1,119) 54,808 Senior Housing revenue $ 697,947 $ (3,718) $ 694,229 $ (12,524) $ 681,705 $ 2,780 Health Care Services revenue 111,532 — 111,532 — 111,532 — Management fee revenue 15,743 (1,028) 14,715 (1,876) 12,839 — Resident fee and management fee revenue 825,222 (4,746) 820,476 (14,400) 806,076 2,780 Facility operating expense (586,094) 3,402 (582,692) 11,525 (571,167) (9,210) General and administrative expense (excluding non-cash stock- based compensation expense and transaction costs) (3) (49,494) — (49,494) — (49,494) — Cash facility operating lease payments (73,051) 192 (72,859) — (72,859) — Adjusted EBITDA 116,583 (1,152) 115,431 (2,875) 112,556 (6,430) Interest expense, net (59,302) — (59,302) 300 (59,002) — Payment of financing lease obligations (5,453) — (5,453) — (5,453) — Transaction costs (461) — (461) — (461) — Changes in working capital (4) (43,405) — (43,405) — (43,405) 6,430 Other (331) 23 (308) — (308) — Non-Development Capital Expenditures, net (54,602) (1,100) (55,702) 311 (55,391) — Adjusted Free Cash Flow $ (46,971) $ (2,229) $ (49,200) $ (2,264) $ (51,464) $ — (1) The proforma adjustments do not include assumptions on the impact to changes in working capital. (2) The Company recognized additional resident fee revenue and additional facility operating expense of approximately $2.8 million and $9.2 million, respectively, during the first quarter of 2019 as a result of the application of the new lease accounting standard effective January 1, 2019. As a result, Adjusted EBITDA for the first quarter of 2019 includes a negative net impact of approximately $6.4 million resulting from the Company's adoption of the new lease accounting standard. See page 3 for more information. (3) Brookdale scales general and administrative expense following disposal of communities. This is reflected in actual results as they occur. (4) Excludes changes in prepaid insurance premiums financed with notes payable. 26


 
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. 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, 2019 for additional information regarding the Company’s use and the limitations of such non-GAAP financial measures. During the first quarter of 2019, the Company modified its definition of Adjusted EBITDA to exclude transaction and organizational restructuring costs (these costs remain part of the Adjusted Free Cash Flow definition) and its definition of Adjusted Free Cash Flow to no longer adjust net cash provided by (used in) operating activities for changes in working capital items other than prepaid insurance premiums financed with notes payable and lease liability for lease termination and modification. Amounts for all periods herein reflect application of the modified definitions. 27


 
Non-GAAP Financial Measures (Continued) Adjusted EBITDA Reconciliation ($ in 000s) 2018 2019 1Q 2Q 3Q 4Q Full Year 1Q Net income (loss) $ (457,234) $ (165,509) $ (37,140) $ 131,531 $ (528,352) $ (42,606) Provision (benefit) for income taxes 15,585 (15,546) (17,763) (31,732) (49,456) 679 Equity in loss (earnings) of unconsolidated ventures 4,243 1,324 1,340 1,897 8,804 526 Debt modification and extinguishment costs 35 9 33 11,600 11,677 67 Gain on sale of assets, net (43,431) (23,322) (9,833) (216,660) (293,246) 702 Other non-operating income (2,586) (5,505) 17 (6,025) (14,099) (2,988) Interest expense 72,540 73,901 68,626 65,202 280,269 63,365 Interest income (2,983) (2,941) (1,654) (2,268) (9,846) (3,084) Income (loss) from operations (413,831) (137,589) 3,626 (46,455) (594,249) 16,661 Depreciation and amortization 114,255 116,116 110,980 106,104 447,455 96,888 Goodwill and asset impairment 430,363 16,103 5,500 37,927 489,893 391 Loss on facility lease termination and modification, net — 146,467 2,337 13,197 162,001 209 Operating lease expense adjustment (8,103) (4,066) (2,487) (2,562) (17,218) (4,383) Amortization of deferred gain (1,090) (1,089) (1,090) (1,089) (4,358) — Non-cash stock-based compensation expense 8,406 6,269 6,035 5,357 26,067 6,356 Transaction and organizational restructuring costs 17,156 5,006 3,221 2,707 28,090 461 Adjusted EBITDA (1) $ 147,156 $ 147,217 $ 128,122 $ 115,186 $ 537,681 $ 116,583 (1) Adoption of the new lease accounting standard effective January 1, 2019 will have a non-recurring impact the Company’s full-year 2019 Adjusted EBITDA. Adjusted EBITDA for the three months ended March 31, 2019 includes a negative net impact of approximately $6.4 million from such adoption. 28


 
Non-GAAP Financial Measures (Continued) Adjusted EBITDAR; Adjusted EBITDA; and Adjusted EBITDA after Cash Financing Lease Payments Reconciliations ($ in 000s) Trailing Twelve Months Ended March 31, 2019 Net income (loss) $ (113,724) Benefit for income taxes (64,362) Equity in loss of unconsolidated ventures 5,087 Debt modification and extinguishment costs 11,709 Gain on sale of assets, net (249,113) Other non-operating income (14,501) Interest expense 271,094 Interest income (9,947) Income (loss) from operations (163,757) Depreciation and amortization 430,088 Goodwill and asset impairment 59,921 Loss on facility lease termination and modification, net 162,210 Facility lease expense 291,562 Non-cash stock-based compensation expense 24,017 Transaction and organizational restructuring costs 11,395 Adjusted EBITDAR $ 815,436 Facility lease expense $ (291,562) Operating lease expense adjustment (13,498) Amortization of deferred gain (3,268) Adjusted EBITDA $ 507,108 Interest expense: financing lease obligations $ (77,416) Non-cash interest expense on financing lease obligations 7,511 Payment of financing lease obligations (44,147) Adjusted EBITDA after cash financing lease payments $ 393,056 29


 
Non-GAAP Financial Measures (Continued) Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of March 31, 2019 Long-term debt (including current portion) $ 3,642,997 Line of credit — Cash and cash equivalents (256,501) Marketable securities (83,517) Cash held as collateral against existing debt (280) Net Debt 3,302,699 Operating and financing lease obligations(1) 2,400,474 Adjusted Net Debt $ 5,703,173 Adjusted Net Debt to Adjusted EBITDAR 7.0x Net Debt to Adjusted EBITDA after cash financing lease payments 8.4x (1) Excludes operating lease obligations related to certain non-facility leases for which the related lease expense is included in Adjusted EBITDAR. 30


 
Non-GAAP Financial Measures (Continued) Adjusted Free Cash Flow Reconciliation ($ in 000s) 2018 2019 Trailing Twelve Months Ended 1Q 2Q 3Q 4Q Full Year 1Q March 31, 2019 Net cash provided by (used in) operating activities $ 37,964 $ 60,620 $ 71,924 $ 33,453 $ 203,961 $ (5,009) $ 160,988 Net cash provided by (used in) provided by investing activities 91,155 (79,643) (24,539) 301,801 288,774 (100,073) 97,546 Net cash provided by (used in) financing activities (16,104) (185,876) (37,949) (85,134) (325,063) (16,636) (325,595) Net increase (decrease) in cash, cash equivalents and restricted cash $ 113,015 $ (204,899) $ 9,436 $ 250,120 $ 167,672 $ (121,718) $ (67,061) Net cash provided by (used in) operating activities $ 37,964 $ 60,620 $ 71,924 $ 33,453 $ 203,961 $ (5,009) $ 160,988 Distributions from unconsolidated ventures from cumulative share of net earnings (408) (739) (1,012) (737) (2,896) (749) (3,237) Change in prepaid insurance premiums financed with notes payable 18,633 (6,208) (6,181) (6,244) — 18,842 209 Changes in operating lease liability related to lease termination — 33,596 — — 33,596 — 33,596 Cash paid for loss on facility operating lease termination and modification, net — 13,044 — 8,000 21,044 — 21,044 Changes in liabilities for lessor capital expenditure reimbursements under operating leases — — — (10,400) (10,400) — (10,400) Non-development capital expenditures, net (41,736) (47,681) (41,275) (51,557) (182,249) (54,602) (195,115) Property insurance proceeds 156 — — 1,136 1,292 — 1,136 Payment of financing lease obligations (21,114) (18,787) (13,370) (6,537) (59,808) (5,453) (44,147) Proceeds from refundable entrance fees, net of refunds 223 (171) (368) (106) (422) — (645) Adjusted Free Cash Flow $ (6,282) $ 33,674 $ 9,718 $ (32,992) $ 4,118 $ (46,971) $ (36,571) 31


 
Non-GAAP Financial Measures (Continued) Brookdale's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all the Company's unconsolidated ventures. ($ in 000s) 2018 2019 Trailing Twelve Months Ended 1Q 2Q 3Q 4Q Full Year 1Q March 31, 2019 Net income (loss) $ (22,662) $ (13,417) $ (6,674) $ (3,810) $ (46,563) $ (1,050) $ (24,951) Benefit for income taxes 234 209 64 6 513 24 303 Debt modification and extinguishment costs (17) 135 13 1 132 21 170 (Gain) loss on sale of assets, net (1,045) 3,885 — — 2,840 — 3,885 Other non-operating income (903) (967) (5) — (1,875) — (972) Interest expense 26,827 23,182 12,849 7,555 70,413 7,380 50,966 Interest income (757) (809) (830) (949) (3,345) (812) (3,400) Income (loss) from operations 1,677 12,218 5,417 2,803 22,115 5,563 26,001 Depreciation and amortization 67,885 33,237 22,135 16,532 139,789 16,747 88,651 Asset impairment 155 118 63 1,445 1,781 295 1,921 Operating lease expense adjustment 4 4 — — 8 — 4 Adjusted EBITDA of unconsolidated ventures $ 69,721 $ 45,577 $ 27,615 $ 20,780 $ 163,693 $ 22,605 $ 116,577 Brookdale's proportionate share of Adjusted EBITDA of unconsolidated ventures $ 16,749 $ 14,111 $ 11,280 $ 10,419 $ 52,559 $ 11,319 $ 47,129 32


 
Non-GAAP Financial Measures (Continued) Brookdale's Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all the Company's unconsolidated ventures. ($ in 000s) 2018 2019 Trailing Twelve Months Ended 1Q 2Q 3Q 4Q Full Year 1Q March 31, 2019 Net cash provided by operating activities $ 50,262 $ 47,510 $ 24,497 $ 22,818 $ 145,087 $ 24,122 $ 118,947 Net cash used in investing activities (14,642) (15,746) (14,623) (15,478) (60,489) (8,011) (53,858) Net cash used in financing activities (23,279) (29,380) (9,702) (15,625) (77,986) (8,788) (63,495) Net increase (decrease) in cash, cash equivalents and restricted cash $ 12,341 $ 2,384 $ 172 $ (8,285) $ 6,612 $ 7,323 $ 1,594 Net cash provided by operating activities 50,262 47,510 24,497 22,818 145,087 24,122 $ 118,947 Non-development capital expenditures, net (20,061) (18,867) (14,822) (15,430) (69,180) (8,000) (57,119) Property insurance proceeds 901 634 — — 1,535 — 634 Proceeds from refundable entrance fees, net of refunds (6,712) (3,323) (2,500) (7,448) (19,983) (5,843) (19,114) Adjusted Free Cash Flow of unconsolidated ventures 24,390 25,954 7,175 (60) 57,459 10,279 $ 43,348 Brookdale’s Proportionate Share of Adjusted Free Cash Flow of unconsolidated ventures 6,367 9,019 4,618 (183) 19,821 5,384 $ 18,838 33


 
Brookdale Senior Living Inc. 111 Westwood Place, Suite 400 Brentwood, TN 37027 (615) 221-2250 www.brookdale.com