Brookdale Senior Living Inc.
08/07/2025 | Press release | Distributed by Public on 08/07/2025 14:26
Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this Quarterly Report on Form 10-Q 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 our 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," "annualized," or other similar words or expressions, and include statements regarding our expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our 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 our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, 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; 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 we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment, and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our 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 our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; any resurgence or variants of the COVID-19 pandemic; limits on our ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain duration of trade conflicts; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; our ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund our planned capital projects; the effect of any non-compliance with any of our 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 our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of our indebtedness and long-term leases on our liquidity and our ability to operate our business; increases in market interest rates that increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, 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 our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us, including putative class action complaints; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or our failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on us or our business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, geopolitical tensions or conflicts, and uncertainty surrounding a new presidential administration, the impact of seasonal contagious illness or other contagious disease in the markets in which we operate; actions of activist stockholders; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including those set forth under "Item 1A. Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and "Part II, Item 1A. Risk Factors" of this Quarterly Report 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 Quarterly Report on Form 10-Q. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly
disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
Unless otherwise specified, references to "Brookdale," "we," "us," "our," or "the Company" in this Quarterly Report on Form 10-Q mean Brookdale Senior Living Inc. together with its consolidated subsidiaries.
Overview
We are the nation's premier operator of senior living communities, operating and managing 645 communities in 41 states as of June 30, 2025, with the ability to serve approximately 58,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). As of June 30, 2025, we owned 382 communities (33,728 units), leased 235 communities (16,903 units), and managed 28 communities (4,256 units).
Our senior living communities and our comprehensive network help to provide seniors with care, connection, and services in an environment that feels like home. Our expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, make new friends, and stay connected with loved ones. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to our residents' families who are concerned with care decisions for their elderly relatives.
Community Transactions
In September 2024, we entered into a definitive agreement to acquire 25 senior living communities (875 units) that were leased by us from Diversified Healthcare Trust for a purchase price of $135.0 million. Effective February 27, 2025, we successfully closed the acquisition, which was funded with proceeds from mortgage financings and cash on hand. Previously, these communities were held in a triple-net lease with annualized cash rent payments of $10.2 million and an initial maturity of December 31, 2032.
In September 2024, we entered into a definitive agreement to acquire five senior living communities (686 units) that were leased by us from Welltower Inc. for a purchase price of $175.0 million. Effective February 27, 2025, we successfully closed the acquisition, which was funded through proceeds from mortgage financings and cash on hand. Previously, these communities were held in a triple-net lease with annualized cash rent payments of $13.7 million. For the three months ended March 31, 2025, we recognized a $32.8 million loss on extinguishment of the financing obligation for the amount by which the repurchase price exceeded the previously recognized financing obligation for three communities previously subject to sale-leaseback transactions.
In December 2024, we and certain of our subsidiaries, and Ventas, Inc. ("Ventas") and certain of its subsidiaries, amended the existing master lease arrangement pursuant to which we lease 120 communities (10,180 units). Beginning January 1, 2026, we will continue to lease 65 communities (4,055 units) and the remaining 55 communities (6,127 units) that are not renewed will either be sold by Ventas or transitioned, with such transitions commencing on or after September 1, 2025. Our same community portfolio excludes the 55 communities leased from Ventas with a lease maturity in 2025.
We have continued execution on our ongoing capital recycling program through which we have exited non-strategic or underperforming owned assets or leases. Such activities completed during the three months ended June 30, 2025 included the sale of one owned community (42 units) and the disposal of one community (172 units) through lease termination.
During the next twelve months, we expect to close on the disposition of 12 owned communities (272 units) classified as held for sale as of June 30, 2025. The closings of the sales of the communities are subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. There can be no assurance that the transactions will close or, if they do, when the actual closings will occur.
Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. The results of operations for any particular period are not necessarily indicative of results for any future period.
We use the operating measures described below in connection with operating and managing our business and reporting our results of operations.
•Senior housing operating results and data presented on a same community basisreflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition including through asset sales or lease terminations, 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. Our management uses same community operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects.
•RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of our communities), 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. We measure RevPAR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPAR for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.
•RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of our communities), 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. We measure RevPORat the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average amount of senior housing resident fee revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.
•Weighted average occupancy reflects the percentage of units at our owned and leased communities being utilized by residents over a reporting period. We measure occupancy rates with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments, and also measure this metric both on a consolidated senior housing and a same community basis. Our management uses weighted average occupancy, and we believe the measure provides useful information to investors, because it is a significant driver of our senior housing revenue performance.
This section includes the non-GAAP performance measure Adjusted EBITDA. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable measure in accordance with generally accepted accounting principles in the United States ("GAAP").
Comparison of Three Months Ended June 30, 2025 and 2024
Summary Operating Results
The following table summarizes our overall operating results for the three months ended June 30, 2025 and 2024.
|
Three Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 775,614 | $ | 739,709 | $ | 35,905 | 4.9 | % | |||||||||||||||
| Facility operating expense | 562,317 | 537,507 | 24,810 | 4.6 | % | ||||||||||||||||||
| Net income (loss) | (43,039) | (37,742) | 5,297 | 14.0 | % | ||||||||||||||||||
| Adjusted EBITDA | 117,050 | 97,816 | 19,234 | 19.7 | % | ||||||||||||||||||
The increase in resident fees was primarily attributable to a 4.8% increase in same community RevPAR, comprised of a 2.4% increase in same community RevPOR and a 190 basis point increase in same community weighted average occupancy.
The increase in facility operating expense was primarily attributable to a 4.8% increase in same community facility operating expense primarily resulting from increases in wage rates, repairs and maintenance expense, estimated incentive compensation expense, and advertising expense.
The increase in net loss was primarily attributable to the increase in facility operating expense, a $10.4 million increase in transaction, legal, and organizational restructuring costs, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees.
The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees and a decrease in cash facility operating lease payments, partially offset by the increase in facility operating expense.
Operating Results - Senior Housing Segments
The following table summarizes the consolidated operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) for the three months ended June 30, 2025 and 2024, including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
|
Three Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 775,614 | $ | 739,709 | $ | 35,905 | 4.9 | % | |||||||||||||||
| Facility operating expense | $ | 562,317 | $ | 537,507 | $ | 24,810 | 4.6 | % | |||||||||||||||
| Number of communities (period end) | 617 | 619 | (2) | (0.3) | % | ||||||||||||||||||
| Total average units | 50,812 | 50,927 | (115) | (0.2) | % | ||||||||||||||||||
| RevPAR | $ | 5,080 | $ | 4,835 | $ | 245 | 5.1 | % | |||||||||||||||
| Weighted average occupancy | 80.1 | % | 78.1 | % | 200 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,343 | $ | 6,193 | $ | 150 | 2.4 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 687,270 | $ | 655,607 | $ | 31,663 | 4.8 | % | |||||||||||||||
| Facility operating expense | $ | 494,197 | $ | 471,579 | $ | 22,618 | 4.8 | % | |||||||||||||||
| Number of communities | 547 | 547 | - | - | % | ||||||||||||||||||
| Total average units | 44,094 | 44,090 | 4 | - | % | ||||||||||||||||||
| RevPAR | $ | 5,195 | $ | 4,957 | $ | 238 | 4.8 | % | |||||||||||||||
| Weighted average occupancy | 80.7 | % | 78.8 | % | 190 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,436 | $ | 6,287 | $ | 149 | 2.4 | % | |||||||||||||||
Independent Living Segment
The following table summarizes the operating results and data for our Independent Living segment for the three months ended June 30, 2025 and 2024, including operating results and data on a same community basis.
|
Three Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 158,135 | $ | 149,542 | $ | 8,593 | 5.7 | % | |||||||||||||||
| Facility operating expense | $ | 104,537 | $ | 99,208 | $ | 5,329 | 5.4 | % | |||||||||||||||
| Number of communities (period end) | 68 | 68 | - | - | % | ||||||||||||||||||
| Total average units | 12,584 | 12,573 | 11 | 0.1 | % | ||||||||||||||||||
| RevPAR | $ | 4,189 | $ | 3,965 | $ | 224 | 5.6 | % | |||||||||||||||
| Weighted average occupancy | 82.0 | % | 79.9 | % | 210 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 5,109 | $ | 4,959 | $ | 150 | 3.0 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 112,643 | $ | 107,572 | $ | 5,071 | 4.7 | % | |||||||||||||||
| Facility operating expense | $ | 74,392 | $ | 70,466 | $ | 3,926 | 5.6 | % | |||||||||||||||
| Number of communities | 53 | 53 | - | - | % | ||||||||||||||||||
| Total average units | 9,137 | 9,134 | 3 | - | % | ||||||||||||||||||
| RevPAR | $ | 4,109 | $ | 3,926 | $ | 183 | 4.7 | % | |||||||||||||||
| Weighted average occupancy | 83.0 | % | 81.7 | % | 130 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 4,950 | $ | 4,803 | $ | 147 | 3.1 | % | |||||||||||||||
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 3.1% increase in same community RevPOR and a 130 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily resulting from increases in wage rates, repairs and maintenance expense, estimated incentive compensation expense, and advertising expense.
Assisted Living and Memory Care Segment
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the three months ended June 30, 2025 and 2024, including operating results and data on a same community basis.
|
Three Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 531,318 | $ | 507,191 | $ | 24,127 | 4.8 | % | |||||||||||||||
| Facility operating expense | $ | 388,611 | $ | 371,036 | $ | 17,575 | 4.7 | % | |||||||||||||||
| Number of communities (period end) | 532 | 534 | (2) | (0.4) | % | ||||||||||||||||||
| Total average units | 33,494 | 33,622 | (128) | (0.4) | % | ||||||||||||||||||
| RevPAR | $ | 5,276 | $ | 5,018 | $ | 258 | 5.1 | % | |||||||||||||||
| Weighted average occupancy | 79.6 | % | 77.6 | % | 200 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,627 | $ | 6,462 | $ | 165 | 2.6 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 493,918 | $ | 470,308 | $ | 23,610 | 5.0 | % | |||||||||||||||
| Facility operating expense | $ | 355,353 | $ | 338,274 | $ | 17,079 | 5.0 | % | |||||||||||||||
| Number of communities | 478 | 478 | - | - | % | ||||||||||||||||||
| Total average units | 30,617 | 30,617 | - | - | % | ||||||||||||||||||
| RevPAR | $ | 5,377 | $ | 5,120 | $ | 257 | 5.0 | % | |||||||||||||||
| Weighted average occupancy | 80.3 | % | 78.3 | % | 200 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,700 | $ | 6,540 | $ | 160 | 2.4 | % | |||||||||||||||
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 200 basis point increase in same community weighted average occupancy and a 2.4% increase in same community RevPOR. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily resulting from increases in wage rates, estimated incentive compensation expense, repairs and maintenance expense, and advertising expense.
CCRCs Segment
The following table summarizes the operating results and data for our CCRCs segment for the three months ended June 30, 2025 and 2024, including operating results and data on a same community basis.
|
Three Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 86,161 | $ | 82,976 | $ | 3,185 | 3.8 | % | |||||||||||||||
| Facility operating expense | $ | 69,169 | $ | 67,263 | $ | 1,906 | 2.8 | % | |||||||||||||||
| Number of communities (period end) | 17 | 17 | - | - | % | ||||||||||||||||||
| Total average units | 4,734 | 4,732 | 2 | - | % | ||||||||||||||||||
| RevPAR | $ | 6,067 | $ | 5,845 | $ | 222 | 3.8 | % | |||||||||||||||
| Weighted average occupancy | 78.5 | % | 76.1 | % | 240 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 7,729 | $ | 7,685 | $ | 44 | 0.6 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 80,709 | $ | 77,727 | $ | 2,982 | 3.8 | % | |||||||||||||||
| Facility operating expense | $ | 64,452 | $ | 62,839 | $ | 1,613 | 2.6 | % | |||||||||||||||
| Number of communities | 16 | 16 | - | - | % | ||||||||||||||||||
| Total average units | 4,340 | 4,339 | 1 | - | % | ||||||||||||||||||
| RevPAR | $ | 6,199 | $ | 5,971 | $ | 228 | 3.8 | % | |||||||||||||||
| Weighted average occupancy | 79.2 | % | 76.6 | % | 260 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 7,823 | $ | 7,799 | $ | 24 | 0.3 | % | |||||||||||||||
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 260 basis point increase in same community weighted average occupancy and a 0.3% increase in the segment's same community RevPOR. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase, partially offset by lower skilled nursing revenue and an occupancy mix shift to more independent living residents.
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily resulting from increases in wage rates.
Operating Results - Other Income and Expense Items
The following table summarizes other income and expense items in our operating results for the three months ended June 30, 2025 and 2024.
|
Three Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Management fees | $ | 2,623 | $ | 2,616 | $ | 7 | 0.3 | % | |||||||||||||||
| Reimbursed costs incurred on behalf of managed communities | 34,707 | 35,216 | (509) | (1.4) | % | ||||||||||||||||||
| Costs incurred on behalf of managed communities | 34,707 | 35,216 | (509) | (1.4) | % | ||||||||||||||||||
| General and administrative expense | 54,973 | 46,664 | 8,309 | 17.8 | % | ||||||||||||||||||
| Facility operating lease expense | 52,653 | 50,964 | 1,689 | 3.3 | % | ||||||||||||||||||
| Depreciation and amortization | 92,853 | 88,028 | 4,825 | 5.5 | % | ||||||||||||||||||
| Asset impairment | 577 | - | 577 | NM | |||||||||||||||||||
| Loss (gain) on sale of communities, net | (43) | - | 43 | NM | |||||||||||||||||||
| Interest income | 2,919 | 4,714 | (1,795) | (38.1) | % | ||||||||||||||||||
| Interest expense | 63,081 | 61,567 | 1,514 | 2.5 | % | ||||||||||||||||||
| Gain (loss) on debt modification and extinguishment, net | (115) | - | 115 | NM | |||||||||||||||||||
| Non-operating gain (loss) on sale of assets, net | - | 199 | (199) | (100.0)% | |||||||||||||||||||
| Other non-operating income (loss) | 2,060 | 199 | 1,861 | NM | |||||||||||||||||||
| Benefit (provision) for income taxes | 271 | (449) | 720 | NM | |||||||||||||||||||
General and Administrative Expense. The increase in general and administrative expense was primarily attributable to $5.2 million of organizational restructuring costs related to our senior leadership change and $5.1 million of transaction costs for stockholder relations advisory matters in the current period. General and administrative expense includes transaction, legal, and organizational restructuring costs of $10.5 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Facility Operating Lease Expense. The increase in facility operating lease expense was primarily due to the extension of the operating lease for 65 communities.
Depreciation and Amortization. The increase in depreciation and amortization expense was primarily due to the acquisition of 36 communities previously subject to operating leases and the completion of capital expenditures at leased communities since the beginning of the prior year period.
Interest expense. The increase in interest expense was primarily due to debt obtained to finance the acquisition of 36 communities previously subject to operating leases subsequent to the prior year period.
Benefit (Provision) for Income Taxes.The difference between our effective tax rate for the three months ended June 30, 2025 and 2024 was primarily due to an increase in the benefit recorded on operating losses during the three months ended June 30, 2025. We recorded an aggregate deferred federal, state, and local tax benefit of $9.1 million for the three months ended June 30, 2025, which was partially offset by an increase in the valuation allowance of $8.3 million.
We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of June 30, 2025 and December 31, 2024 was $544.5 million and $521.5 million, respectively.
Comparison of Six Months Ended June 30, 2025 and 2024
Summary Operating Results
The following table summarizes our overall operating results for the six months ended June 30, 2025 and 2024.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 1,553,068 | $ | 1,483,950 | $ | 69,118 | 4.7 | % | |||||||||||||||
| Facility operating expense | 1,119,304 | 1,080,057 | 39,247 | 3.6 | % | ||||||||||||||||||
| Net income (loss) | (108,032) | (67,323) | 40,709 | 60.5 | % | ||||||||||||||||||
| Adjusted EBITDA | 241,189 | 195,432 | 45,757 | 23.4 | % | ||||||||||||||||||
The increase in resident fees was primarily attributable to a 4.6% increase in same community RevPAR, comprised of a 2.6% increase in same community RevPOR and a 160 basis point increase in same community weighted average occupancy.
The increase in facility operating expense was primarily attributable to a 4.0% increase in same community facility operating expense, primarily resulting from increases in wage rates, repairs and maintenance expense, utilities expense, estimated incentive compensation expense, and advertising expense, partially offset by an additional day of expense in the prior year period due to the leap year.
The increase in net loss was primarily attributable to a $32.8 million loss on extinguishment of a financing obligation during the six months ended June 30, 2025 for the reacquisition of three communities previously subject to sale-leaseback transactions for the amount by which the repurchase price exceeded the previously recognized financing obligation for such three communities, the increase in facility operating expense, an $11.7 million increase in transaction, legal, and organizational restructuring costs, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees.
The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees and a decrease in cash facility operating lease payments, partially offset by the increase in facility operating expense.
Operating Results - Senior Housing Segments
The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the six months ended June 30, 2025 and 2024 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 1,553,068 | $ | 1,483,950 | $ | 69,118 | 4.7 | % | |||||||||||||||
| Facility operating expense | $ | 1,119,304 | $ | 1,080,057 | $ | 39,247 | 3.6 | % | |||||||||||||||
| Number of communities (period end) | 617 | 619 | (2) | (0.3) | % | ||||||||||||||||||
| Total average units | 50,826 | 50,983 | (157) | (0.3) | % | ||||||||||||||||||
| RevPAR | $ | 5,085 | $ | 4,844 | $ | 241 | 5.0 | % | |||||||||||||||
| Weighted average occupancy | 79.7 | % | 78.0 | % | 170 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,379 | $ | 6,211 | $ | 168 | 2.7 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 1,376,438 | $ | 1,315,301 | $ | 61,137 | 4.6 | % | |||||||||||||||
| Facility operating expense | $ | 982,581 | $ | 944,707 | $ | 37,874 | 4.0 | % | |||||||||||||||
| Number of communities | 547 | 547 | - | - | % | ||||||||||||||||||
| Total average units | 44,094 | 44,088 | 6 | - | % | ||||||||||||||||||
| RevPAR | $ | 5,203 | $ | 4,972 | $ | 231 | 4.6 | % | |||||||||||||||
| Weighted average occupancy | 80.4 | % | 78.8 | % | 160 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,473 | $ | 6,311 | $ | 162 | 2.6 | % | |||||||||||||||
Independent Living Segment
The following table summarizes the operating results and data for our Independent Living segment for the six months ended June 30, 2025 and 2024, including operating results and data on a same community basis.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 315,252 | $ | 298,490 | $ | 16,762 | 5.6 | % | |||||||||||||||
| Facility operating expense | $ | 207,422 | $ | 199,513 | $ | 7,909 | 4.0 | % | |||||||||||||||
| Number of communities (period end) | 68 | 68 | - | - | % | ||||||||||||||||||
| Total average units | 12,583 | 12,569 | 14 | 0.1 | % | ||||||||||||||||||
| RevPAR | $ | 4,176 | $ | 3,958 | $ | 218 | 5.5 | % | |||||||||||||||
| Weighted average occupancy | 81.6 | % | 79.8 | % | 180 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 5,118 | $ | 4,961 | $ | 157 | 3.2 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 224,631 | $ | 215,226 | $ | 9,405 | 4.4 | % | |||||||||||||||
| Facility operating expense | $ | 147,390 | $ | 141,605 | $ | 5,785 | 4.1 | % | |||||||||||||||
| Number of communities | 53 | 53 | - | - | % | ||||||||||||||||||
| Total average units | 9,137 | 9,133 | 4 | - | % | ||||||||||||||||||
| RevPAR | $ | 4,097 | $ | 3,927 | $ | 170 | 4.3 | % | |||||||||||||||
| Occupancy rate (weighted average) | 82.7 | % | 81.7 | % | 100 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 4,956 | $ | 4,810 | $ | 146 | 3.0 | % | |||||||||||||||
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 3.0% increase in same community RevPOR and a 100 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense, primarily resulting from increases in wage rates, repairs and maintenance expense, and utilities expense, partially offset by an additional day of expense in the prior year due to the leap year.
Assisted Living and Memory Care Segment
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the six months ended June 30, 2025 and 2024, including operating results and data on a same community basis.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 1,064,697 | $ | 1,018,063 | $ | 46,634 | 4.6 | % | |||||||||||||||
| Facility operating expense | $ | 772,437 | $ | 744,450 | $ | 27,987 | 3.8 | % | |||||||||||||||
| Number of communities (period end) | 532 | 534 | (2) | (0.4) | % | ||||||||||||||||||
| Total average units | 33,509 | 33,682 | (173) | (0.5) | % | ||||||||||||||||||
| RevPAR | $ | 5,284 | $ | 5,027 | $ | 257 | 5.1 | % | |||||||||||||||
| Weighted average occupancy | 79.2 | % | 77.6 | % | 160 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,673 | $ | 6,478 | $ | 195 | 3.0 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 989,667 | $ | 943,266 | $ | 46,401 | 4.9 | % | |||||||||||||||
| Facility operating expense | $ | 705,226 | $ | 676,447 | $ | 28,779 | 4.3 | % | |||||||||||||||
| Number of communities | 478 | 478 | - | - | % | ||||||||||||||||||
| Total average units | 30,617 | 30,616 | 1 | - | % | ||||||||||||||||||
| RevPAR | $ | 5,387 | $ | 5,135 | $ | 252 | 4.9 | % | |||||||||||||||
| Weighted average occupancy | 79.8 | % | 78.2 | % | 160 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 6,747 | $ | 6,564 | $ | 183 | 2.8 | % | |||||||||||||||
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 2.8% increase in same community RevPOR and a 160 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense, primarily resulting from increases in wage rates, utilities expense, repairs and maintenance expense, and advertising expense, partially offset by an additional day of expense in the prior year due to the leap year. The segment's same community facility operating expense for the six months ended June 30, 2025 and 2024 excludes $1.2 million and $2.3 million, respectively, of natural disaster expense.
CCRCs Segment
The following table summarizes the operating results and data for our CCRCs segment for the six months ended June 30, 2025 and 2024, including operating results and data on a same community basis.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Resident fees | $ | 173,119 | $ | 167,397 | $ | 5,722 | 3.4 | % | |||||||||||||||
| Facility operating expense | $ | 139,445 | $ | 136,094 | $ | 3,351 | 2.5 | % | |||||||||||||||
| Number of communities (period end) | 17 | 17 | - | - | % | ||||||||||||||||||
| Total average units | 4,734 | 4,732 | 2 | - | % | ||||||||||||||||||
| RevPAR | $ | 6,095 | $ | 5,896 | $ | 199 | 3.4 | % | |||||||||||||||
| Weighted average occupancy | 78.5 | % | 76.1 | % | 240 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 7,765 | $ | 7,750 | $ | 15 | 0.2 | % | |||||||||||||||
| Same Community Operating Results and Data | |||||||||||||||||||||||
| Resident fees | $ | 162,140 | $ | 156,809 | $ | 5,331 | 3.4 | % | |||||||||||||||
| Facility operating expense | $ | 129,965 | $ | 126,655 | $ | 3,310 | 2.6 | % | |||||||||||||||
| Number of communities | 16 | 16 | - | - | % | ||||||||||||||||||
| Total average units | 4,340 | 4,339 | 1 | - | % | ||||||||||||||||||
| RevPAR | $ | 6,227 | $ | 6,024 | $ | 203 | 3.4 | % | |||||||||||||||
| Weighted average occupancy | 79.2 | % | 76.7 | % | 250 | bps | n/a | ||||||||||||||||
| RevPOR | $ | 7,857 | $ | 7,857 | $ | - | - | % | |||||||||||||||
The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, primarily resulting from a 250 basis point increase in same community weighted average occupancy. The segment's same community RevPOR did not change as the impact of the current year annual rate increase was offset by lower skilled nursing revenue and an occupancy mix shift to more independent living residents.
The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense, primarily resulting from an increase in wage rates, partially offset by an additional day of expense in the prior year due to the leap year.
Operating Results - Other Income and Expense Items
The following table summarizes other income and expense items in our operating results for the six months ended June 30, 2025 and 2024.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Management fees | $ | 5,243 | $ | 5,234 | $ | 9 | 0.2 | % | |||||||||||||||
| Reimbursed costs incurred on behalf of managed communities | 68,497 | 71,188 | (2,691) | (3.8) | % | ||||||||||||||||||
| Costs incurred on behalf of managed communities | 68,497 | 71,188 | (2,691) | (3.8) | % | ||||||||||||||||||
| General and administrative expense | 102,847 | 92,396 | 10,451 | 11.3 | % | ||||||||||||||||||
| Facility operating lease expense | 105,527 | 102,460 | 3,067 | 3.0 | % | ||||||||||||||||||
| Depreciation and amortization | 183,829 | 174,155 | 9,674 | 5.6 | % | ||||||||||||||||||
| Asset impairment | 2,364 | 1,708 | 656 | 38.4 | % | ||||||||||||||||||
| Loss (gain) on sale of communities, net | (43) | - | 43 | NM | |||||||||||||||||||
| Interest income | 6,567 | 9,492 | (2,925) | (30.8) | % | ||||||||||||||||||
| Interest expense | 128,112 | 119,254 | 8,858 | 7.4 | % | ||||||||||||||||||
| Gain (loss) on debt modification and extinguishment, net | (35,335) | - | 35,335 | NM | |||||||||||||||||||
| Non-operating gain (loss) on sale of assets, net | - | 903 | (903) | (100.0)% | |||||||||||||||||||
| Other non-operating income (loss) | 3,418 | 3,537 | (119) | (3.4) | % | ||||||||||||||||||
| Benefit (provision) for income taxes | 947 | (409) | 1,356 | NM | |||||||||||||||||||
Reimbursed Costs Incurred on Behalf of Managed Communities and Costs Incurred on Behalf of Managed Communities. The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to terminations of management agreements subsequent to the beginning of the prior year period, partially offset by an increase in community costs incurred for communities managed in both periods.
General and Administrative Expense. The increase in general and administrative expense was primarily attributable to $5.2 million of organizational restructuring costs related to our senior leadership change and $6.7 million of transaction costs for stockholder relations advisory matters in the current period. General and administrative expense includes transaction, legal, and organizational restructuring costs of $12.2 million and $0.5 million for the six months ended June 30, 2025 and 2024, respectively. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Facility Operating Lease Expense. The increase in facility operating lease expense was primarily due to the extension of the operating lease for 65 communities.
Depreciation and Amortization. The increase in depreciation and amortization expense was primarily due to the acquisition of 36 communities previously subject to operating leases and the completion of capital expenditures at leased communities since the beginning of the prior year period.
Interest Expense. The increase in interest expense was primarily due to debt obtained to finance the acquisition of 36 communities previously subject to operating leases subsequent to the prior year period and an increase in the fair value of interest rate derivatives in the prior year period.
Gain (Loss) on Debt Modification and Extinguishment, Net. The increase in loss on debt modification and extinguishment, net was primarily due to a $32.8 million loss on extinguishment of a financing obligation during the current period for the reacquisition of three communities previously subject to sale-leaseback transactions.
Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the six months ended June 30, 2025 and 2024 was primarily due to an increase in the benefit recorded on operating losses during the six months ended June 30, 2025.
We recorded an aggregate deferred federal, state, and local tax benefit of $24.9 million for the six months ended June 30, 2025, which was partially offset by an increase in the valuation allowance of $23.0 million. We recorded an aggregate deferred federal, state, and local tax benefit of $16.7 million for the six months ended June 30, 2024, which was partially offset by an increase to the valuation allowance of $16.3 million.
Liquidity and Capital Resources
This section includes the non-GAAP liquidity measure Adjusted Free Cash Flow. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure.
Liquidity
The following is a summary of cash flows from operating, investing, and financing activities, as reflected in the condensed consolidated statements of cash flows, and our Adjusted Free Cash Flow.
|
Six Months Ended June 30, |
Increase (Decrease) | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | Amount | Percent | |||||||||||||||||||
| Net cash provided by operating activities | $ | 106,966 | $ | 54,524 | $ | 52,442 | 96.2 | % | |||||||||||||||
| Net cash provided by (used in) investing activities | (377,154) | (75,403) | 301,751 | NM | |||||||||||||||||||
| Net cash provided by (used in) financing activities | 213,910 | 33,715 | 180,195 | NM | |||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | (56,278) | 12,836 | (69,114) | NM | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 379,840 | 349,668 | 30,172 | 8.6 | % | ||||||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 323,562 | $ | 362,504 | $ | (38,942) | (10.7) | % | |||||||||||||||
| Adjusted Free Cash Flow | $ | 23,688 | $ | (31,813) | $ | 55,501 | NM | ||||||||||||||||
The increase in net cash provided by operating activities was primarily attributable to an increase in resident fees and a $10.0 million increase in lessor reimbursements for capital expenditures for operating leases compared to the prior year period, partially offset by an increase in facility operating expense compared to the prior year period.
The increase in net cash used in investing activities was primarily attributable to $311.0 million of cash paid for the acquisition of formerly leased communities in the current period.
The increase in net cash provided by financing activities was primarily attributable to a $239.5 million increase in debt proceeds compared to the prior year period, partially offset by a $54.3 million increase in repayment of debt and financing lease obligations compared to the prior year period.
The change in Adjusted Free Cash Flow was primarily attributable to the increase in net cash provided by operating activities.
Our principal sources of liquidity have historically been from:
•cash balances on hand, cash equivalents, and marketable securities;
•cash flows from operations;
•proceeds from our credit facilities;
•funds generated through unconsolidated venture arrangements;
•proceeds from mortgage financing or refinancing of various assets;
•funds raised in the debt or equity markets; and
•proceeds from the disposition of assets.
Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity.
Over the near-term, we expect that our liquidity requirements will primarily arise from:
•working capital;
•operating costs such as labor costs, severance costs, general and administrative expense, and supply costs;
•debt, interest, and lease payments;
•investment in our healthcare and wellness initiatives;
•transaction consideration and related expenses;
•capital expenditures and improvements;
•cash collateral required to be posted in connection with our financial instruments and insurance programs; and
•other corporate initiatives (including information systems and other strategic projects).
We are highly leveraged and have significant debt and lease obligations. As of June 30, 2025, we had $4.3 billion of debt outstanding at a weighted average interest rate of 5.20%. As of such date, 88.0%, or $3.8 billion, of our total debt obligations represented non-recourse property-level mortgage financings.
As of June 30, 2025, we had $1.3 billion of operating and financing lease obligations, and for the twelve months ending June 30, 2026, we will be required to make approximately $215.0 million of cash lease payments in connection with our existing operating and financing leases (without giving effect to the potential early termination by Ventas of certain of our community leases with maturity dates of December 31, 2025).
Total liquidity of $350.0 million as of June 30, 2025 included $251.9 million of unrestricted cash and cash equivalents (excluding restricted cash of $71.7 million) and $98.1 million of availability on our secured credit facility (excluding $16.1 million of availability on our separate letter of credit facilities, which can be drawn only as letters of credit). Total liquidity as of June 30, 2025 decreased $39.3 million from total liquidity of $389.3 million as of December 31, 2024. The decrease was primarily attributable to cash paid for acquisitions, net of financing proceeds during the period, partially offset by a $37.6 million increase in availability on our secured credit facility and $23.7 million of Adjusted Free Cash Flow during the period.
As of June 30, 2025, our current liabilities exceeded current assets by $98.2 million. Included in our current liabilities is $93.2 million of the current portion of operating and financing lease obligations, for which the associated right-of-use assets are excluded from current assets on our condensed consolidated balance sheets. We currently estimate our historical principal sources of liquidity, primarily our cash flows from operations, together with cash balances on hand and cash equivalents, availability on our secured credit facility, and proceeds from financings and refinancings of various assets will be sufficient to fund our liquidity needs for at least the next 12 months. We continue to focus on increasing our RevPAR, maintaining appropriate expense discipline, continuing to refinance or exercise available extension options for maturing debt, continuing to evaluate our capital structure and the state of debt and equity markets, and monetizing non-strategic or underperforming owned assets. There is no assurance that financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in monetizing certain assets or exercising extension options.
Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on February 19, 2025. Since the amount of mortgage financing available for our communities is generally dependent on their appraised values and performance, decreases in their appraised values, including due to adverse changes in real estate market conditions, or their performance, could result in available mortgage refinancing amounts that are less than the communities' maturing indebtedness. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. As of June 30, 2025, 9% of our owned communities were unencumbered by mortgage debt.
We have completed the refinancing of all of our mortgage debt maturities due in 2025. Our inability to obtain refinancing proceeds sufficient to cover 2026 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable. Shortfalls in cash flows from estimated operating results or other principal sources of liquidity may have an adverse impact on our ability to fund our planned capital expenditures or to fund investments to support our strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.
Funding our planned capital expenditures or investments to support our strategy may require additional capital. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the percentage ownership of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon our plans.
Capital Expenditures
Our capital expenditures are comprised of community-level, corporate, and development capital expenditures. Community-level capital expenditures include maintenance expenditures (including routine maintenance of communities over $1,500 per occurrence), community renovations, unit upgrades (including unit turnovers over $500 per unit), and other major building infrastructure projects (including replacements of major building systems). Corporate capital expenditures include those for information technology systems and equipment and the remediation or replacement of assets as a result of casualty losses. Development capital expenditures include community expansions, major community redevelopment and repositioning projects, and the development of new communities.
The following table summarizes our capital expenditures for the six months ended June 30, 2025 for our consolidated business.
| (in thousands) | |||||
|
Community-level capital expenditures, net(1)
|
$ | 76,218 | |||
| Corporate capital expenditures, net | 13,723 | ||||
|
Non-development capital expenditures, net(2)
|
89,941 | ||||
| Development capital expenditures, net | 12 | ||||
| Total capital expenditures, net | $ | 89,953 | |||
(1)Reflects the amount invested, net of lessor reimbursements of $11.3 million.
(2)Amount is included in Adjusted Free Cash Flow.
In the aggregate, we expect our full-year 2025 non-development capital expenditures, net of anticipated lessor reimbursements and property and casualty insurance proceeds, to be $175.0 million to $180.0 million. We anticipate that our 2025 capital expenditures will be funded from cash on hand, cash equivalents, cash flows from operations, and reimbursements from lessors.
Credit Facilities
In December 2023, we amended our revolving credit agreement with Capital One, National Association, as administrative agent and lender and the other lenders from time to time parties thereto. The amended agreement provides an expanded commitment amount of up to $100.0 million which can be drawn in cash or as letters of credit. The credit facility matures in January 2027, and we have the option to extend the facility for two additional terms of approximately one year each subject to the satisfaction of certain conditions. Amounts drawn under the facility will bear interest at the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging from 2.5% to 3.0% based upon the percentage of the total commitment drawn. Additionally, a quarterly commitment fee of 0.25% per annum was applicable on the unused portion of the facility as of June 30, 2025. The revolving credit facility is currently secured by first priority mortgages and negative pledges on certain of our communities. Available capacity under the facility will vary from time to time based upon certain calculations related to the appraised value and performance of the communities securing the credit facility and the variable interest rate of the credit facility.
As of June 30, 2025, $1.9 million of letters of credit and no cash borrowings were outstanding under our $100.0 million secured credit facility and the facility had $98.1 million of availability. We also had separate letter of credit facilities providing up to $85.0 million of letters of credit as of June 30, 2025 under which $68.9 million had been issued as of that date.
Long-Term Leases
As of June 30, 2025, we operated 235 communities under long-term leases (226 operating leases and 9 financing leases). The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, we guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.
The leases relating to substantially all of our leased communities are fixed rate leases with annual escalators that are fixed. We are responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The lease terms generally provide for renewal or extension options, or in certain cases, purchase options.
The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity and net worth and lease coverage ratios. Our lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Certain leases contain cure provisions, which generally allow us to post an additional lease security deposit if the required covenant is not met.
Certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand, develop, or acquire senior housing communities and operating companies.
For the six months ended June 30, 2025, our cash lease payments for our operating leases were $118.4 million and for our financing leases were $7.9 million. For the twelve months ending June 30, 2026, we will be required to make approximately $215.0 million of cash lease payments in connection with our existing operating and financing leases (without giving effect to the potential early termination by Ventas of certain of our community leases with maturity dates of December 31, 2025).
Debt and Lease Covenants
Certain of our long-term debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity and net worth levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. These covenants include a requirement contained in certain of our long-term debt documents for us to maintain liquidity of at least $130.0 million at each quarter-end determination date. As of June 30, 2025, our liquidity was $350.0 million.
In addition, our debt and lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).
Furthermore, our mortgage debt is secured by our communities and, in certain cases, our long-term debt and leases are secured by a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.
As of June 30, 2025, we are in compliance with the financial covenants of our debt agreements and long-term leases.
Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with GAAP. Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting our 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 operating activities. We caution investors that amounts presented in accordance with our 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. We urge 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 we define 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, legal, cost reduction, or organizational restructuring items that management does not consider as part of our 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, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and transaction, legal, and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance.
We believe that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our 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 our financing and capital structure and other items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods; (iii) we believe that this measure is used by research analysts and investors to evaluate our operating results and to value companies in our industry; and (iv) we use the measure for components of executive compensation.
Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate our business under our current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of our communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) we 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, legal, and other costs, and such income/expense may significantly affect our operating results.
The table below reconciles Adjusted EBITDA from net income (loss).
|
Three Months Ended June 30, |
Six Months Ended June 30, |
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| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income (loss) | $ | (43,039) | $ | (37,742) | $ | (108,032) | $ | (67,323) | |||||||||||||||
| Provision (benefit) for income taxes | (271) | 449 | (947) | 409 | |||||||||||||||||||
| Loss (gain) on debt modification and extinguishment, net | 115 | - | 35,335 | - | |||||||||||||||||||
| Non-operating loss (gain) on sale of assets, net | - | (199) | - | (903) | |||||||||||||||||||
| Other non-operating (income) loss | (2,060) | (199) | (3,418) | (3,537) | |||||||||||||||||||
| Interest expense | 63,081 | 61,567 | 128,112 | 119,254 | |||||||||||||||||||
| Interest income | (2,919) | (4,714) | (6,567) | (9,492) | |||||||||||||||||||
| Income (loss) from operations | 14,907 | 19,162 | 44,483 | 38,408 | |||||||||||||||||||
| Depreciation and amortization | 92,853 | 88,028 | 183,829 | 174,155 | |||||||||||||||||||
| Asset impairment | 577 | - | 2,364 | 1,708 | |||||||||||||||||||
| Loss (gain) on sale of communities, net | (43) | - | (43) | - | |||||||||||||||||||
| Operating lease expense adjustment | (4,846) | (13,483) | (8,699) | (26,572) | |||||||||||||||||||
| Non-cash stock-based compensation expense | 3,089 | 3,975 | 7,068 | 7,248 | |||||||||||||||||||
| Transaction, legal, and organizational restructuring costs | 10,513 | 134 | 12,187 | 485 | |||||||||||||||||||
| Adjusted EBITDA | $ | 117,050 | $ | 97,816 | $ | 241,189 | $ | 195,432 | |||||||||||||||
Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define as net cash provided by 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; 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 our 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.
We believe 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 our management for budgeting and other planning purposes, to review our historic and prospective sources of operating liquidity, and to review our ability to service our 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 our liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.
The table below reconciles Adjusted Free Cash Flow from net cash provided by operating activities.
|
Three Months Ended June 30, |
Six Months Ended June 30, |
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| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 83,564 | $ | 55,670 | $ | 106,966 | $ | 54,524 | |||||||||||||||
| Net cash provided by (used in) investing activities | (50,399) | (68,457) | (377,154) | (75,403) | |||||||||||||||||||
| Net cash provided by (used in) financing activities | (25,759) | (20,375) | 213,910 | 33,715 | |||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 7,406 | $ | (33,162) | $ | (56,278) | $ | 12,836 | |||||||||||||||
| Net cash provided by operating activities | $ | 83,564 | $ | 55,670 | $ | 106,966 | $ | 54,524 | |||||||||||||||
| Changes in prepaid insurance premiums financed with notes payable | (7,298) | (7,617) | 15,094 | 15,702 | |||||||||||||||||||
| Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases | (9,319) | (1,051) | (11,332) | (1,300) | |||||||||||||||||||
| Non-development capital expenditures, net | (48,814) | (52,325) | (89,941) | (102,916) | |||||||||||||||||||
| Property and casualty insurance proceeds | 2,072 | 62 | 3,487 | 2,704 | |||||||||||||||||||
| Payment of financing lease obligations | (297) | (265) | (586) | (527) | |||||||||||||||||||
| Adjusted Free Cash Flow | $ | 19,908 | $ | (5,526) | $ | 23,688 | $ | (31,813) | |||||||||||||||
Brookdale Senior Living Inc. published this content on August 07, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on August 07, 2025 at 20:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]