Investor Presentation - Bringing New Life to Senior Living TM
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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 16
Bringing New Life to Senior Living TM
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