Investor Presentation - Bringing New Life to Senior Living TM

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Investor Presentation - Bringing New Life to Senior Living TM
Investor Presentation
Bringing New Life to Senior Living TM
                                          November 4, 2019
Investor Presentation - Bringing New Life to Senior Living TM
Forward-Looking Statements – Safe Harbor
Certain statements in this Investor Presentation 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 regarding the Company’s guidance and any other statements that are not
historical statements of fact and those regarding the Company’s intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking
terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict,"
"continue," "plan," "target" or other similar words or expressions. These forward-looking statements are based on certain assumptions and expectations, and the Company’s
ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-
looking statements are based on reasonable assumptions, the Company can give no assurance that its assumptions or expectations will be attained and actual results and
performance could differ materially from those projected. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could
cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford
resident fees and entrance fees, including downturns in the economy, national or local housing markets, consumer confidence or the equity markets and unemployment among
family members; changes in reimbursement rates, methods or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the impact
of ongoing healthcare reform efforts; the effects of continued new senior housing construction and development, oversupply and increased competition; disruptions in the
financial markets that affect the Company’s ability to obtain financing or extend or refinance debt as it matures and the Company’s financing costs; the risks associated with
current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, interest rates and
tax rates; the Company’s ability to generate sufficient cash flow to cover required interest and long-term lease payments and to fund its planned capital projects; the effect of
the Company’s indebtedness and long-term leases on its liquidity; the effect of the Company’s non-compliance with any of its debt or lease agreements (including the financial
covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company’s non-compliance with any such agreements and the
risk of loss of the Company’s property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of the Company’s borrowing
base calculations and consolidated fixed charge coverage ratio on availability under its revolving credit facility; increased competition for or a shortage of personnel, wage
pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; failure to maintain the
security and functionality of the Company’s information systems or to prevent a cybersecurity attack or breach; the Company’s ability to complete pending or expected
disposition, acquisitions or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are
not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company’s ability to identify and pursue any such opportunities in
the future; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to complete its capital expenditures in accordance with its plans;
the Company’s ability to identify and pursue development, investment and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the
acquisition of assets; delays in obtaining regulatory approvals; risks associated with the lifecare benefits offered to residents of certain of the Company’s entrance fee CCRCs;
terminations, early or otherwise, or non-renewal of management agreements; conditions of housing markets, regulatory changes and acts of nature in geographic areas where
the Company is concentrated; terminations of the Company’s resident agreements and vacancies in the living spaces it leases; departures of key officers and potential
disruption caused by changes in management; risks related to the implementation of the Company’s strategy, including initiatives undertaken to execute on its strategic
priorities and their effect on the Company’s results; actions of activist stockholders, including a proxy contest; market conditions and capital allocation decisions that may
influence the Company’s determination from time to time whether to purchase any shares under its existing share repurchase program and the Company’s ability to fund any
repurchases; the Company’s ability to maintain consistent quality control; a decrease in the overall demand for senior housing; environmental contamination at any of the
Company’s communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company; the cost and
difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations;
unanticipated costs to comply with legislative or regulatory developments; as well as other risks detailed from time to time in the Company’s filings with the Securities and
Exchange Commission, including those contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these
forward-looking statements, which reflect management's views as of the date of this Investor Presentation. The Company cannot guarantee future results, levels of activity,
performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any of these forward-looking
statements to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

                                                                                                                                                                                     2
at a Glance
                                      Industry Leader of Senior Living in the U.S.
            OUR MISSION                                     794 COMMUNITIES IN 45 STATES                                 ~75,000
 Enriching the Lives of those we serve                                    States with Presence   Brookdale Community
                                                                                                                        RESIDENTS
 with compassion, respect, excellence                                                                                   ABILITY TO SERVE
             and integrity

             OUR VISION
             To be the nation’s
        First Choice in senior living
                                                                                                                         ~20,000
DIVERSE SERVICE CONTINUUM                                                                                              PATIENTS/DAY

                  Independent
                     Living
                                Private Duty                 Owned                                            Leased
  Home Health                     Services
                                                              42%                                              42%
                                                                                                                         ~60,000
  Hospice                             Assisted                                                                         EMPLOYEES
                                       Living

      Skilled Nursing           Memory
                                 Care                                                 Managed
                                                                                       16%

                                   Brookdale statistics as of September 30, 2019                                                           3
Senior Housing Provider

                   #1
Independent Living, Assisted Living and
                                                                         93% Private Pay(2)
                                                                                                                                       50%
                                                                                                                         of our target senior population lives
  Memory Care in more of the top 50                                                                                       within 20 minutes of a Brookdale
    markets than any competitor(1)                                                                                                   community(3)

A REPUTATION OF EXCELLENCE & COMMUNITY SERVICE                                                             BROOKDALE #1 IN UNITS OPERATED(4)

                                                                                               80,000

                                                                                               60,000
                                             Brookdale Wins Best
                                       Compliance Practices Award for its
                                        Compliance Education Program
                                                                                               40,000

                                                                                               20,000

    Gold Award in Activities                     $15 MILLION
   Category for “Residents at                   Raised by Brookdale                                  0
 Canyon Lake Make the News”                        since 2008 (5)                                         Brookdale          LCS         Holiday     Five Star     Sunrise
  Community-Created Weekly                                                                               Senior Living                  Retirement Senior Living Senior Living
       News Broadcast

                                 (1)   National Investment Center for Seniors Housing & Care (NIC) data for the third quarter 2019 as reported in Oct 2019
                                 (2)   Brookdale’s proprietary analysis of resident fees, excluding Health Care Services, for the trailing 12 months ending September 30, 2019
                                 (3)   ESRI, Brookdale. Seniors population defined as age 75+ with an annual income of $50,000 or greater and within the United States
                                 (4)   For Brookdale, actual units as of Sep 30, 2019; for peers, as self-reported and published by ASHA, 2019                                   4
                                 (5)   Funds raised by associates, residents, families and business partners
Priorities
                                 OUR STRATEGY
   Win Locally by providing choices for high-quality care and personalized service
    by caring associates while leveraging industry leading scale and experience

                                     Improve       RESIDENTS
               ASSOCIATES            move-ins      & PATIENTS
                                        &
              Attract, engage,       maintain     Earn trust and
               develop and             low       endorsements of
              retain the best         move-     residents, patients
                 associates            outs      and their families

                                 IMPROVE OPERATIONS

PROVIDE ATTRACTIVE LONG-TERM RETURNS TO OUR SHAREHOLDERS

                                                                                     5
Competitive Environment
SENIOR HOUSING MIX                             NEW STARTS AND OPENS                                           TOTAL CONSTRUCTION PIPELINE
                                                  Number of Communities                                              Number of Communities

                     (1)                                      Industry supply shrinking from cyclical peak levels

        SNF                         120                                  Starts     Opens         700
        11%
  MC                                 90                                                           525
  12%            IL
                41%                  60                                                           350
         AL                          30                                                           175
        36%
                                       0                                                             0
                                            4Q15 4Q16 4Q17 4Q18 1Q19 2Q19 3Q19                            1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19

                                    Shrinking Potential Impact on Owned and Leased Communities within 20 minutes(2)
                                   120                                                             700              3Q19 construction pipeline is
                                                   Starts                 Opens
      SNF                                          3Q19 is 81%            3Q19 is 53%                                14% lower than 1Q18 peak
   MC 4%                            90             lower than             lower than               525
  16%           IL
                                                   2Q15 peak              2Q17 peak
               27%                  60                                                             350

                                    30                                                             175                                              Leased (L)
          AL                                                                                                                                        O+L
         53%                                                                                                                                        Owned (O)
                                      0                                                               0
                                           4Q15 4Q16 4Q17 4Q18 1Q19 2Q19 3Q19                              1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19

              Competitive landscape is highly fragmented
with 2,400+ operators, more than 90% operate five or fewer communities
                           (1) NIC, as noted in NIC’s presentation, industry competitive data subject to future revision
                           (2) Proprietary Brookdale analysis based on consolidated communities’ historic trend data; NIC                                        6
Strategy
                                            COMMUNITY LEADERS RETENTION RATE(1)
75%    Executive and Health-Wellness Directors                                    75%
                                                                                                              Sales Professionals
         Retention 70+% for nine consecutive quarters                                             Retention 65+% for 10 of last 11 quarters

70%                                                                               70%

65%                                                                               65%

60%                                                                               60%
       1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19                               1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19

                                                  RESIDENT LEADING INDICATORS(2)
                                                                                                                                        Two consecutive
        Leads                                                                                                                         quarters of growth
15%                                                                                15%       Move-Ins
 5%                                                                                 5%
 -5%                                                                               -5%
-15%                                                                              -15%
        1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19                              1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19

15%                                                                                15%       Controllable Move-Outs
         First Visits
 5%                                                                                  5%
-5%                                                                                 -5%

-15%                                                                              -15%
                              Beginning of
                               turnaround
                         (1) Community Leadership consolidated comparable retention rates are based on a rolling 12-month average.
                         (2) Leading indicators based on same community portfolio operated as of Sep 30, 2019. Metric is stated quarter compared to        7
                             the same quarter of the prior year.
Shareholder Value Creation

    1%                $20M                                                                                                1%                           $25M
 Growth in           in Operating                                                                             Rate increase above                      in Operating
 Occupancy             Income(1)                                                                               Expense inflation                         Income(1)

      24 hours a day                                                                                              Focus on Long-Term
      365 days a year                                                                                                Value Drivers
                                                                                                      • Non-Development CapEx                  • Share repurchases
Enriching the lives of those we serve
                                                                                                      • Development CapEx                      • Debt paydown
 through industry-leading services                                                                    • Acquire/sell select assets             • New revenue streams

                       1)   This represents an illustrative scenario on a trailing 12-month basis as of Sep 30, 2019 for consolidated senior housing
                            communities, rounded to the nearest $5 million; the results of an actual 1% change may vary by quarter                                     8
for 2019
                                                                                                   Brookdale’s Proportionate Share
($ in millions)
                                                                   Consolidated                     of Unconsolidated Ventures(1)
Adjusted EBITDA                                                     $400 – $425                                    $30 – $40
Adjusted Free Cash Flow                                           ($100) – ($80)                                   $10 – $20
Non-Development Capital Expenditures (2)                           Approx. $250

(1) Brookdale’s Proportionate Share of Unconsolidated Ventures is not part of Consolidated.
(2) Non-Development Capital Expenditures are net of lessor reimbursements.

Key Expectations
• Health Care Services revenue: $450 – $475 million
• Development Capital Expenditures: approximately $30 million, net of lessor reimbursements

The foregoing guidance includes the impact of transactions closed prior to the date of this presentation and the expected impact of
the Company’s plans to dispose of communities, including communities classified as assets held for sale as of September 30, 2019
and several other communities being marketed, and expected lease and management terminations. Except for the foregoing
transactions, the Company’s guidance excludes the impact of any future acquisition, disposition, financing or other transaction
activity. Adjusted EBITDA guidance includes the estimated non-recurring, non-cash net impact of approximately negative $27 million
resulting from the Company’s adoption of the new lease accounting standard effective January 1, 2019. The lease accounting
change has no impact on the Adjusted Free Cash Flow guidance.

                         Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA and Adjusted Free Cash Flow are financial
                         measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). See the
                         definitions of, and important information regarding, such measures, including reconciliations to the most comparable
                         GAAP financial measures, in the Appendix hereto. The Appendix also describes the changes to the Company’s definitions
                                                                                                                                                 9
                         of Adjusted EBITDA and Adjusted Free Cash Flow adopted by the Company beginning with the first quarter of 2019.
Early Perspectives
             Expected Tailwinds                                                              Potential Headwinds
Revenue:                                                                          Revenue:
• Occupancy improvement                                                           • Based on Australian flu season, U.S. flu season may
• Rate increases continue                                                           be potentially worse than recent years
• Industry: senior demographic continues to increase                              • Health Care Services PDGM impact
   and supply-demand maintains recent equilibrium
                                                                                  • Former managed venture / interim managed
Operating Expenses:                                                                 communities – plan to continue reduction
• Labor cost increases return to be in-line with
  industry growth percentage (after three years of                                Operating Expenses:
  above-industry increases)                                                       • Labor cost increases to be in-line with industry
• G&A scaling, based on reduction in community                                      increases; however a tight labor market is likely to
  count, and operating leverage
                                                                                    remain
Adjusted Free Cash Flow:
• Cap Ex will be lower than the 2019 peak level

One-time benefits:
• Lease Accounting Standard (ASC 842) impact:
   2019 Adj. EBITDA $(27)M and 2020 Adj. EBITDA $0
• $65M of cash net proceeds from HCP(1) management
  agreements termination fee: ($100M net of $13M
  estimated transaction costs and $22M loss of
  management fee revenue)
          Expect significant improvement in Adj. Free Cash Flow in 2020,
                      even before positive one-time benefits
                                                                                                                                           10
                     (1) HCP, Inc. is now known as Health peak Properties, Inc.
for the long-term outlook
Brookdale is positioning itself to take advantage of upcoming industry tailwinds
        Turnaround Strategy is Delivering Improved Results                                                 Favorable Supply and Demand Trends

Move-Ins (1)                                                                             Number of Community Starts (2)                                     3Q19 starts are
                                                           Two consecutive                     90                                                           81% lower, since
                                                             quarters of                                                                                     2Q 2015 peak
 15%
                                                             YoY growth
                                                                                               60
  5%

 -5%                                                                                           30

-15%
                                                                                                 0
          2Q18      3Q18         4Q18          1Q19         2Q19        3Q19
                                                                                                        4Q15     4Q16      4Q17       4Q18      1Q19      2Q19     3Q19

Weighted Average Occupancy (3)                                                           Population (4)
                                                                                         In Millions
 90% Dec. 2014: 89.5%                                                                     12                                   Age 75+
                                                                                                                                                         Age 65+
 88%                                                    2019: Best 3Q growth               9
                                                                                                                                                  with Alzheimer's
                                                           since Emeritus                                                                          or dementia (5)
 86%                                                       merger in 2014                                                      Age 80+
                                                                                           6
 84%                                                                                                                                                                 8.4
                                                                                           3                                   Age 75+                      5.8
                                                                                                                     5.0       (with $50K+        4.7
 82%                                                                                              3.2      3.6
                                                                                                                               Income)
          2Q18      3Q18         4Q18          1Q19         2Q19         3Q19              0
                                                                                                 2010     2018     2023F                         2010      2020F   2030F

                                 (1)   Move-Ins based on same community portfolio; metrics reflect current period compared to the same period of the prior year
                                 (2)   Potential impact on Brookdale’s owned and leased communities within 20 minutes based on proprietary and NIC data
                                 (3)   Occupancy for same community portfolio (644 communities) for each period
                                 (4)   ESRI, Brookdale proprietary analysis                                                                                                    11
                                 (5)   Alzheimer’s Association 2019 Alzheimer’s Disease Facts and Figures
Outlook
                    (1)
                           (1)

Successful Execution of Strategic Plan
                  2019                                                                    2020 – 2024                                                              7% NOI
      INVEST FOR FUTURE GROWTH                                                     DRIVE OPERATING LEVERAGE                                                        CAGR (2)
 Illustrative
                                                                                                                                  Key Drivers of Growth:
                                                                                                                    • Increase occupancy +400-500 bps
                                                                                                                    • Increase RevPOR +$1,000 monthly
                                                                                                                    • Increase margin
                                                                                                                        − Lease escalators lower than NOI CAGR
                                                                                                                        − G&A and operating scale
        2019E     Occupancy     RevPOR(3)   Margin     Health Care Net Asset      New      2024P                    • EBITDA growth accelerates over
       Adjusted                                         Services Dispositions Services & Adjusted
        EBITDA                                                                Efficiencies EBITDA                     5-year period

 Senior Population Growth(4)                                                                                                New Services and Efficiencies
                                               CAGR
 In Millions
                              2020             3.4%                  2025                                           • Expand addressable markets outside
         60                                    2.4%                                                                   communities
                                               5.5%
         40
                                                                                                                    • Increase efficiency through
                                               2.5%
                                                                                                                      technology
         20
                                                                                                                    • Improve outcomes through
          0                                                                                                           integrated healthcare and wellness
                                                                                                                      platform to extend length of stay

                                (1) Five-year outlook reflects the Company’s preliminary projections based on its current internal business plan and does not constitute formal
                                    earnings guidance. Changes in the Company’s internal business plan and other known and unknown risks and uncertainties could cause actual
                                    results to differ materially. The estimates and projections include the expected impacts of various pending and planned transactions, including
                                    the transactions with HCP, Inc. (now known as Health peak Properties, Inc.) announced on October 1, 2019 and the anticipated timing of closings
                                (2) For consolidated same community portfolio
                                (3) RevPOR benefit net of facility operating expense inflation                                                                                        12
                                (4) Growth based on demographic projections as outlined in Seniors Housing Statistical Handbook, 6th Edition
Appendix: Non-GAAP Financial Measures
This Investor Presentation 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 the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial
measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from
operations, or net cash provided by (used in) operating activities. We caution investors that amounts presented in accordance with the
Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies
because not all companies calculate non-GAAP measures in the same manner. We urge investors 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
November 4, 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.

                                                                                                                                          13
Non-GAAP Financial Measures (Continued)
Adjusted EBITDA — Definitions and Reconciliations
Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating
income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost
reduction or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management
believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, gain/loss on
facility lease termination and modification, operating lease expense adjustment, amortization of deferred gain, change in future service obligation, non-cash stock-based
compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and
leasing activity, the Company’s assessment of options and alternatives to enhance stockholder value, and stockholder relations advisory matters, and are primarily comprised
of legal, finance, consulting, professional fees, and other third party costs. Organizational restructuring costs include those related to the Company’s efforts to reduce general
and administrative expense and its senior leadership changes, including severance and retention costs. Brookdale’s proportionate share of Adjusted EBITDA of
unconsolidated ventures is calculated based on the Company’s equity ownership percentage and in a manner consistent with the Company’s definition of Adjusted EBITDA
for its consolidated entities. The Company’s investments in unconsolidated ventures are accounted for under the equity method of accounting and, therefore, the
Company’s proportionate share of Adjusted EBITDA of unconsolidated ventures does not represent its equity in earnings or loss of unconsolidated ventures on the
Company’s consolidated statement of operations.
The table below reconciles the Company’s Adjusted EBITDA from the Company’s net income (loss) (in thousands):                  Year Ended
                                                                                                                            December 31, 2018
                                 Net income (loss)                                                                                   (528,352)
                                 Provision (benefit) for income taxes                                                                 (49,456)
                                 Equity in (earnings) loss of unconsolidated ventures                                                   8,804
                                 Debt modification and extinguishment costs                                                            11,677
                                 Loss (gain) on sale of assets, net                                                                  (293,246)
                                 Other non-operating (income) loss                                                                    (14,099)
                                 Interest expense                                                                                     280,269
                                 Interest income                                                                                       (9,846)
                                   Income (loss) from operations                                                                     (594,249)
                                 Depreciation and amortization                                                                        447,455
                                 Goodwill and asset impairment                                                                        489,893
                                 Loss (gain) on facility lease termination and modification, net                                      162,001
                                 Operating lease expense adjustment                                                                   (17,218)
                                 Amortization of deferred gain                                                                         (4,358)
                                 Non-cash stock-based compensation expense                                                             26,067
                                 Transaction and organizational restructuring costs                                                    28,090
                                   Adjusted EBITDA                                                                                    537,681

                                                                                                                                                                                     14
Non-GAAP Financial Measures (Continued)
Adjusted Free Cash Flow — Definitions and Reconciliations
Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from
unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease liability for
lease termination and modification, cash paid/received for gain/loss on facility lease termination and modification, and lessor capital expenditure reimbursements under
operating leases; plus: property insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: Non-Development Capital Expenditures and payment
of financing lease obligations. Non-Development Capital Expenditures is comprised of corporate and community-level capital expenditures, including those related to
maintenance, renovations, upgrades and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-
Development Capital Expenditures does not include capital expenditures for community expansions and major community redevelopment and repositioning projects,
including the Company’s Program Max initiative, and the development of new communities. Brookdale’s proportionate share of Adjusted Free Cash Flow of unconsolidated
ventures is calculated based on the Company’s equity ownership percentage and in a manner consistent with the Company’s definition of Adjusted Free Cash Flow for its
consolidated entities. The Company’s investments in its unconsolidated ventures are accounted for under the equity method of accounting and, therefore, the Company’s
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.
The table below reconciles the Company’s Adjusted Free Cash Flow from the Company’s net cash provided by (used in) operating activities
(in thousands):                                                                                                                               Year Ended
                                                                                                                                           December 31, 2018
   Net cash provided by (used in) operating activities                                                                                     $         203,961
   Net cash provided by (used in) investing activities                                                                                               288,774
   Net cash provided by (used in) financing activities                                                                                              (325,063)
   Net increase (decrease) in cash, cash equivalents, and restricted cash                                                                  $         167,672

   Net cash provided by (used in) operating activities                                                                                     $             203,961
   Distributions from unconsolidated ventures from cumulative share of net earnings                                                                       (2,896)
   Changes in prepaid insurance premiums financed with notes payable                                                                                         -
   Changes in operating lease liability related to lease termination                                                                                      33,596
   Cash paid for loss on facility operating lease termination and modification, net                                                                       21,044
   Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases                                                (10,400)
   Non-development capital expenditures, net                                                                                                            (182,249)
   Property insurance proceeds                                                                                                                             1,292
   Payment of financing lease obligations                                                                                                                (59,808)
   Proceeds from refundable entrance fees, net of refunds                                                                                                   (422)
    Adjusted Free Cash Flow                                                                                                                $               4,118

                                                                                                                                                                             15
Non-GAAP Financial Measures (Continued)
Brookdale's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures — Reconciliation
The table below reconciles the Company’s proportionate share of Adjusted EBITDA of unconsolidated ventures from net income (loss) of such unconsolidated ventures for the
year ended December 31, 2018 (in thousands). For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all of
the Company’s unconsolidated ventures.                                                                                  Year Ended
                                                                                                                     December 31, 2018
                      Net income (loss)                                                                              $       (46,563)
                      Provision (benefit) for income taxes                                                                       513
                      Debt modification and extinguishment costs                                                                 132
                      Loss (gain) on sale of assets, net                                                                       2,840
                      Other non-operating income (loss)                                                                       (1,875)
                      Interest expense                                                                                        70,413
                      Interest income                                                                                         (3,345)
                      Income (loss) from operations                                                                           22,115
                      Depreciation and amortization                                                                         139,789
                      Asset impairment                                                                                         1,781
                      Operating lease expense adjustment                                                                            8
                        Adjusted EBITDA of unconsolidated ventures                                                   $      163,693

                       Brookdale's Proportionate Share of Adjusted EBITDA of unconsolidated ventures                 $            52,559

Brookdale's Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures — Reconciliation
The table below reconciles the Company’s proportionate share of Adjusted Free Cash Flow of unconsolidated ventures from net cash provided by (used in) operating activities
of such unconsolidated ventures for the year ended December 31, 2018 (in thousands). For purposes of this presentation, amounts for each line item represent the
aggregate amounts of such line items for all of the Company’s unconsolidated ventures.                                  Year Ended
                                                                                                                    December 31, 2018
                     Net cash provided by (used in) operating activities                                             $         145,087
                     Net cash provided by (used in) investing activities                                                        (60,489)
                     Net cash provided by (used in) financing activities                                                        (77,986)
                     Net increase (decrease) in cash, cash equivalents, and restricted cash                          $            6,612

                      Net cash provided by (used in) operating activities                                            $           145,087
                      Non-development capital expenditures, net                                                                  (69,180)
                      Property insurance proceeds                                                                                  1,535
                      Proceeds from refundable entrance fees, net of refunds                                                     (19,983)
                       Adjusted Free Cash Flow of unconsolidated ventures                                            $            57,459

                      Brookdale's Proportionate Share of Adjusted Free Cash Flow of unconsolidated ventures          $            19,821

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Bringing New Life to Senior Living TM
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