Brookdale Senior Living Inc.

2024 earnings call for Brookdale Senior Living. Joining us today are Cindy Byer, our President and Chief Executive Officer, and Don Cusso, our Executive Vice President and Chief Financial Officer. All statements today, which are not historical facts, may be deemed to be forward-looking statements within the meaning of the federal securities laws. These statements are made as of today's date, and we expressly disclaim any obligation to update these statements in the future. Actual results and performance may differ materially from forward-looking statements. Certain of the factors that could cause actual results to differ are detailed in the earnings release we issued yesterday, as well as in the reports we filed with the SEC from time to time, including the risk factors contained in our annual report on Form 10K and quarterly reports on Form 10Q. I direct you to the release for the full Safe Harbor Statement. Also, please note that during this call, we will present non-GAAP financial measures. For reconciliations of each non-GAAP measure from the most comparable GAAP measure, I direct you to the release and supplemental information, which may be found at BrookdaleInvestors.com and was furnished on an 8K yesterday. Now, I will turn the call over to Cindy.

Thank you, Jessica. Good morning to all of our shareholders, analysts, and other call participants. Welcome to our fourth quarter and 2024 year-end earnings call. We are pleased to close the year by recording fourth quarter RevPAR at the top and adjust to EBITDA above our previously provided guidance ranges. Dawn will cover the details of these fourth quarter results while I will focus on our 2024 accomplishments and takeaways, as well as our 2025 expectations. We began last year with a steadfast commitment to our key strategic priorities and an expectation that through these, we would grow profitable occupancy in RevPAR, deliver meaningful adjusted EBITDA growth, and materially improve our adjusted free cash flow, all while remaining uncompromising in our dedication to the health and wellbeing of our residents and associates. Reflecting on these 2024 financial priorities, weighted average occupancy grew 140 basis points. RevPAR increased 6.1%. Adjusted EBITDA grew over 15%. And adjusted free cash flow improved nearly 40%, turning positive for the back half of 2024 in the aggregate. Together, these results demonstrate continued progress towards achieving our ultimate potential and have set the stage for growth momentum in 2025 and beyond. Even so, we have further to go. As we have shared previously, beginning in the second quarter, occupancy fell below our expectations, which impacted our annual financial results. 2024 move-outs, particularly controllable move-outs, were much improved to their 2023 level, and our move-ins remained above their pre-pandemic average. Yet, due primarily to a persistent disruption in lead flow from our two largest third-party paid referral partners, 2024 move-ins were below our expectations in the prior year. While we generate the majority of our move-ins internally, lower volume from these third parties meaningfully impacted occupancy beginning in the second quarter. As such, we immediately took action to redeploy marketing spend to internal marketing and advertising channels. We also strengthened our connections with regional and hyperlocal paid referral sources to help offset the impact. At the same time, we increased our efforts with the largest of our paid referral partners and sought to achieve a promising rebound in performance. Through extraordinary efforts, our fourth quarter move-ins were above the prior year, were 8% above our pre-pandemic average, and were the strongest fourth quarter move-in volume we've delivered since 2016. It has taken time and I remain cautiously optimistic, but I am incredibly proud of these fourth quarter results, which reflect our unwavering dedication to delivering profitable occupancy growth. While our 2024 financial results reflect significant progress, they are only a small part of what we've accomplished. Brookdale is a business of people serving people. We build our business one relationship at a time, so it is vital that we attract, engage, develop, and retain the best associates. I could not be more pleased with the success of our efforts on this key strategic priority. In each of the last seven quarters, we have attained a -over-year improvement in our trailing 12-month associate turnover. This supported more than 13 percentage points of improvement in 2024 compared to 2023. Additionally, retention of our key three leadership positions, which includes our executive director, health and wellness director, and sales director, also improved meaningfully in 2024. Leading this improvement was the executive director role, where we achieved retention growth in every quarter of 2024 compared to the prior year quarters. This is so impactful as executive directors who are in place at least two years typically achieve improved operational results, lower associate turnover, and higher resident and family satisfaction. I am grateful for the hard work at the community support centers and in the field, and I believe that their efforts on this critical priority are not only reflected in these metrics, but also in our being named as a top 200 most loved workplace by Newsweek in 2024. Our workplace isn't the only thing that differentiates Brookdale. I am incredibly proud of the positive outcomes our Brookdale Health Plus program continues to achieve. Health Plus, which was recognized as a 2024 Argentin Best at the Best Award winner, is an innovative care delivery model designed to support an enhanced quality of life for our residents through technology enabled, evidence-based preventive care coordination. It focuses on addressing the unique needs of older adults, particularly those with chronic conditions by coordinating care and minimizing gaps, which are unfortunately common in the aging population. In 2024, we not only converted 80 additional assisted living communities to Health Plus communities, but also we received extremely favorable results from an expanded third-party analysis that measured our Health Plus resident outcomes. In fact, the independent analysis determined that residents living in Health Plus communities had 80% fewer emergency room and urgent care visits and 66% fewer hospitalizations compared to seniors with comparable conditions living at home. Health Plus is not only supporting positive resident outcomes, its success also can be measured in the operational results and resident satisfaction ratings of Brookdale Health Plus communities. In 2024, we once again received strong survey engagement from our residents and their families. There is always room for continued improvement, but I'm proud to share that across the vast majority of our customer satisfaction metrics, we achieved higher ratings compared to 2023. I am incredibly grateful that 94% of our residents shared that our associates treat them with courtesy and respect and that they feel safe and secure making a Brookdale community their home. This same level of trust and satisfaction was reflected in Brookdale being recognized once again in 2024 with the most communities on US News and World Report best of senior living listings. Even more recently, we received an inaugural WTWH Healthcare Prism Award for our strong social stewardship. This award recognized Brookdale for our unwavering commitment to advancing Alzheimer's research, support services and care standards through advocacy, public awareness campaigns and fundraising. I feel a deep sense of pride in this award and I believe that each of the recognitions I've mentioned is a testament to the trust placed in us, the quality of the care we provide and the unique Brookdale programs that we believe support improved resident and family outcomes and associate engagement. Also in 2024, we announced several strategic transactions as part of our ongoing efforts to optimize our portfolio and proactively manage our capital structure. The first of these transactions was a lease amendment with Omega Healthcare Investors, which beneficially extended the lease term for a high quality portfolio of assets while securing $80 million in landlord funded capital expenditures, including $30 million rent free. We then announced the execution of purchase agreements to acquire 41 communities in three lease portfolios at a mid 8% cap rate on their combined operating income performance and total purchase price. By transitioning these communities from lease obligations to more favorable ownership structures at a lower cost, we are able to increase cashflow, reduce exposure to escalating lease costs, better capture long-term value creation opportunities and achieve greater strategic flexibility to manage our portfolio effectively. We have successfully closed on the first acquisition with the remaining two transactions expected to close in the next few weeks. Most recently, we announced a favorable lease amendment involving a 120 community Ventos portfolio, which was set to mature at the end of 2025. As part of the agreement, we've extended the lease for 65 high performing communities through 2035. We will receive a landlord funded capex pool of $35 million, and we will be exiting 55 underperforming communities that lost $31 million of Brookdale cashflow over the four quarters prior to the lease restructuring. I am very pleased that we have solved the single largest capital structure issue that Brookdale has faced in the last decade. These 2024 portfolio management transactions are expected to drive meaningful improvements in cashflow and liquidity, increase the proportion of our own real estate portfolio to over 75% of consolidated units by year end and support meaningful value creation for our shareholders. Turning to our capital structure activity, over the past 12 months, we have successfully addressed more than $1 billion of future maturities. As part of the significant achievement, we eliminated all 2025 debt maturities and reduced our 2026 maturities without extension options to just $44 million. This accomplishment is particularly meaningful given the $10 billion in 2025 senior housing industry loan maturities as reported by NIC. Our teams have already begun addressing 2027 maturities, and thanks to the strong relationships we have cultivated with Fannie Mae, Freddie Mac, and multiple lending partners, we remain confident in our ability to successfully address these loans well before their maturity dates. Looking now to 2025 and beyond, I am filled with optimism about the future of Brookdale Senior Living. The senior living industry is experiencing a favorable and growing supply demand gap, creating strong potential for future occupancy growth for many years. Inventory growth is near record lows, with construction starts at levels last seen during the Great Recession. In the fourth quarter, less than 2% of our communities face new construction within 20 minutes. High interest rates, elevated construction labor costs, and lengthy development timelines suggest constrained supply will remain for the foreseeable future. Meanwhile, demand is surging as the US population ages at an unprecedented rate. More than 1 million new seniors will enter the market annually through 2036, with the first baby boomers turning 80 this year. Challenges including older adults living alone and having multiple chronic conditions, as well as the loneliness epidemic, are driving a greater need for senior living services, particularly programs like Brookdale Health Plus and Engagement Plus, to not just support seniors with activities of daily living, but to support improved outcomes and quality of life for residents. Our scale, clinical expertise, strong market presence, and concentration of needs-based services set us apart from others in our industry and make us uniquely positioned to meet this demand. We have built a strong foundation for success in an industry with tremendous long-term growth potential. Additionally, with 94% of revenue coming from private-pay sources, Brookdale is less affected by fluctuations in Medicare and Medicaid programs compared to the broader industry. We expect our dedicated focus on steady and sustainable growth will enable us to return to generating positive, adjusted-free cash flow in 2025 while preserving tremendous future growth potential. By remaining steadfast in our commitment to our three strategic priorities, we will build upon our already strong foundation. Beginning first with our priority to get every available room in service at the best profitable rate, to overcome the disruption in the paid third-party lead flow during 2024, we dedicated ourselves fully and were successful in addressing the challenge through a multi-pronged response, which provided us with valuable insights and proven techniques, which we believe will support our 2025 occupancy growth. As with previous years, we are committed to achieving profitable occupancy growth, which will be supported in 2025 by our annual residence space and continued appropriate expense management while meeting our resident needs, providing high-quality care and personalized service, and remaining in compliance with applicable regulations. To appropriately balance affordability for our services with covering the necessary costs to provide high-quality care and services, our January 1st in-place pricing increase was lower than the prior year increase, but above the pre-pandemic average rate increase. Fourth quarter move-in volume provided positive momentum entering 2025, and when combined with the plans I just spoke to and the expected positive outcomes of our second and third strategic priorities, we expect to successfully deliver against this key strategic priority. Next, to attract, engage, develop, and retain the best associates, we will continue to prioritize programs that foster engagement and attract a mission-dedicated workforce who are able to collaborate effectively to provide a high-quality resident experience. Our efforts remain centered on programs that allow associates to grow and develop with us and focus on extending the links and employment of our Brookdale community leaders and hourly associates. This will enable us to further strengthen our teams, ultimately benefiting our residents and shareholders. Our third priority is to earn resident and family trust and satisfaction through operational excellence and continual improvements in our high-quality care and personalized service offerings. Our efforts are centered on creating tools to improve the skills of our leaders and the consistency of our operations through new processes and training programs, as well as through programs like Brookdale Health Plus, which we plan to expand to additional communities in 2025, and Brookdale Engagement Plus, which I am excited to share more details of on future calls. Additionally, with further enhancements to our quality and experiential dining, we will raise the bar higher for our residents and associates. I am confident that we are on the right path to deliver value for our shareholders through our commitment to providing our residents with a differentiated, high-quality experience and by providing our associates with a company where they can be rewarded and achieve their growth potential. With the progress that we have made on our capital structure, the simplification of our business, and the positive macroeconomic conditions providing a tailwind for our industry, our dedicated efforts in 2025 will center on operational excellence and driving profitable growth. We move forward with purpose and determination, and as a result, I am filled with tremendous optimism for Brookdale's future.

Thank you, Cindy. Good morning, and thank you for being here today. This morning, I'll walk you through our fourth quarter results, speak to our recent transactions, and then provide commentary for our 2025 financial expectations. I'll begin with our fourth quarter revenue. Residency revenue grew .9% over the prior year quarter. This revenue increase was despite a .2% or approximately 1,100 unit reduction in capacity since the beginning of the prior year quarter as we have selectively disposed of certain communities. Consolidated RevPAR grew 5.5%, which was at the top end of our previously provided guidance range. This year over year RevPAR growth was driven by a 100 basis point increase in weighted average occupancy, and a .2% increase in RevPAR compared to the prior year fourth quarter. This marked our 12th consecutive quarter of triple digit year over year occupancy increases. Compared to the third quarter, occupancy increased 50 basis points sequentially, which is ahead of the normal pre-pandemic seasonality for this period. Both move-ins and move-outs were better than their prior year levels, and as Cindy shared, we had more fourth quarter move-ins than in any of the last eight years for the comparable group. This not only benefited the fourth quarter, but provides us with a more favorable starting point for 2025. Our fourth quarter RevPAR growth was relatively in line with our -to-date trend and reflected continued occupancy growth from lower QD move-ins. These residents generally have a lower care rate at move-in, but have longer lengths of stay, which benefits occupancy meaningfully over the long term. Specific to the same community portfolio, fourth quarter RevPAR increased .2% over the prior year, driven by 90 basis points of occupancy growth and a 4% increase in RevPAR. Moving to fourth quarter expenses, same community labor expense as a percent of revenue improved 40 basis points compared to the prior year fourth quarter. In fact, in every quarter of 2024, we delivered favorable labor results while continuing to remain focused on supporting resident satisfaction, meeting our residents needs, providing high quality care and personalized service, and remaining in compliance with applicable regulations. Contributing to these favorable labor results were the benefit of sustainable occupancy growth, further reductions in premium labor, and the improved turnover Cindy spoke to, which results in longer tenured associates who become naturally more proficient in their role. As a percent of revenue, fourth quarter same community other facility operating expense increased 50 basis points year over year. As this expense line has been higher than prior year in each quarter of 2024, in addition to normal inflationary pressures and annual premium resets, I think it's important to note again, the impact of outsourcing our data centers, which changed the character of the spend from capital to expense. For the full year, this was a $6 million increase to same community other facility operating expense, but will be neutral from a cashflow perspective. Without the change in the characterization of spend, same community other facility operating expense as a percent of revenue would have been flat in 2024 compared to 2023. Fourth quarter same community operating income increased .4% year over year. Now moving beyond same community level results. In the fourth quarter, we incurred approximately $3.5 million of natural disaster expense primarily related to hurricanes Helene and Milton. This compared to approximately $1 million in the third quarter and no natural disaster expense in the prior year fourth quarter. Fourth quarter general and administrative expense, excluding transaction, legal, and organizational restructuring costs and non-cash stock based compensation was .7% of revenue, a 30 basis point improvement from the prior year quarter. Lastly, cash operating lease payments were $56 million, which is in line with our previously provided expectations. These financial results culminated in fourth quarter adjusted EBITDA of approximately $99 million, which I am proud to say was above the top end of our guidance range once again. Compared to the prior year fourth quarter, adjusted EBITDA grew 15%. Contributing to this meaningful growth was our year over year operating income increase, favorable general and administrative expense and improved cash operating lease payments. Adjusted free cash flow was approximately $12 million negative for the fourth quarter. Working capital timing primarily related to the seasonal real estate tax payments was the main driver when comparing these fourth quarter results sequentially to the positive adjusted free cash flow we delivered in the third quarter. Importantly, and a key indicator for 2025 expectations, we achieved positive adjusted free cash flow in the second half of 2024. Fourth quarter non-development capital expenditures net, which is net of both insurance proceeds and landlord reimbursements were $40 million. Through beneficial lease terms that we successfully negotiated in our last several lease amendments, we received $17 million of landlord capex reimbursements in 2024, 9 million of which was reimbursed in the fourth quarter. As of December 31, total liquidity was $389 million. We ended the year with annualized leverage of 10.4 times, which includes the timing impact of the lease portfolio we acquired in December. When you normalize for the impact of the trailing 12 month cash facility lease payments associated with these communities, annualized leverage would have been 9.9 times. For the next several quarters, as we previewed in our September 2024 investor materials, our annualized leverage calculation will have a timing difference reflecting both the trailing 12 month cash facility lease payments and the debt associated with the acquisitions. Importantly, and as we've shared before, on a forward 12 month basis, the annualized leverage impact from our beneficial acquisitions of previously leased communities is not expected to be material, and we expect continued adjusted EVDOT growth to improve annualized leverage. In addition to these acquisitions, we completed several other capital structure transactions, which are expected to provide meaningful benefits both in the immediate term and over the longer term. Cindy spoke to our recent Ventos lease amendment, which resolved our largest long-term capital structure issue and results in ongoing benefits to Brookdale. Regarding the amendment, we are pleased to have renewed our lease for 65 high quality communities in existing Brookdale markets, whose occupancy, REVPOR, REVPAR, and operating income margin exceed the non-renewal portfolio. The lease for the 55 remaining communities will terminate no later than December 31st, 2025. Of the 55 communities, 44 of those are expected to transition to new operators no earlier than September 1st, 2025. At the time of transition, we will receive a corresponding cash rent reduction. The remaining 11 communities are expected to be sold by Ventos with the sale dates to be determined. Given the non-renewal of the 55 communities and the uncertainty of their disposition timing, we deemed it appropriate to remove the communities from our same community portfolio effective January 1st, 2025, to provide the most effective information for forecasting purposes. You will see the same community group change in our first quarter reporting. As part of the lease amendment, Ventos agreed to make available a pool of $35 million for landlord funded cat-back investments, up to $15 million per year. We believe this capital reimbursement and the financial benefit we expect to achieve from disposing of a negative cashflow group of communities will benefit our adjusted free cashflow beginning in 2025 with incremental adjusted free cashflow upside in 2026. Cindy also highlighted the continued proactive management of our debt structure. Notably, over the last several months, we refinanced two large agency loans, securing interest only terms for the first two years and at rates lower than those in place at the time of closing. Additionally, we extended the maturities of two bank loans from 2025 to 2026, retaining one additional one year extension option for each. And we also executed a strategic exchange of a substantial portion of our convertible senior notes, extending their maturity from 2026 to 2029. As a result of these efforts, we eliminated all 2025 debt maturities and reduced our 2026 maturities without extension options to just $44 million. We are very pleased with each of these transactions which strengthen our position for 2025 and beyond. Turning to our 2025 expectations, in yesterday's press release, we guided to 2025 REVPAR growth of .75% to .75% over the prior year and adjusted EBITDA in the range of 430 million to $445 million. Each of these guidance ranges includes a number of assumptions, several of which I will speak to, but first I'll address our 2025 portfolio expectations, particularly as it relates to the planned Ventos community dispositions. Solely for the purpose of establishing guidance, we have assumed an October 1st, 2025 disposition date for the 55 Ventos non-renewal communities to be transitioned or sold. If the timing of these community dispositions varies from this guidance assumption, there may be variability in actual or future expected results and we will provide updates as appropriate. More specifically, as of December 31st, 2024, we had 50,839 consolidated units as shown on page three of our financial supplement. Our guidance assumes that total average units will remain relatively in line with this volume through the third quarter of 2025. We then assume a step down in units to approximately 44,500 for the fourth quarter. These capacity expectations reflect only the dispositions and acquisitions that have previously been communicated. Specific to our RevPAR guidance range, we are pleased with recent improvements in move-in volume, which supported strong January occupancy, providing solid momentum entering 2025. Consequently, and when coupled with the anticipated continued progress on our strategic priorities, we believe that 2025 in-year weighted average occupancy growth will accelerate from 2024 on improved move-in volume. Regarding rate, while higher than historic norms, we implemented a lower January 1st in-place resident rate increase than in the prior year. As a result of this and the lower acuity move-in trend that I spoke to earlier, we expect -over-year RevPAR growth in 2025 to moderate from the 2024 growth level. Lastly, from a 2025 quarterly trend, we believe that both weighted average occupancy and RevPAR growth compared to the respective prior year quarters will be stronger in the fourth quarter than the first quarter as we lap the lead flow disruption from the paid third-party referral partners. Moving to our adjusted EVIT-DA guidance range, as Cindy said, we have remained diligent in ensuring profitable occupancy growth, and as a result, we expect favorable flow through of our 2025 revenue increase, given the high fixed cost component of our business. Additionally, we are in the process of implementing a new ERP system, which is expected to provide long-term benefits to our associates and increase back office efficiencies. Previously, we owned the related on-premise software license, which was largely capitalized, thus incurring minimal annual expense. With the introduction of the new ERP system, we have incorporated approximately $3 million of incremental facility operating expense into our 2025 guidance range. Additionally, we expect our 2025 general and administrative expense to increase over 2024, generally attributable to the annual merit increase and a normalized incentive compensation expense. Lastly, regarding cash facility lease payments, we expect the first through third quarters of 2025, each to be approximately $57 million. Assuming an October 1st disposition of the 55 Ventas communities, we then expect these payments to step down sequentially in the fourth quarter. We are pleased with our 2025 adjusted EBITDA expectations, which would result in 11% to 15% -over-year growth. Through continued and sustainable adjusted EBITDA growth and proactive and favorable portfolio and capital structure management, we believe we have positioned Brookdale to deliver meaningfully positive adjusted free cashflow in 2025. Let me close by saying we are optimistic for a continued forward momentum and very confident that our disciplined approach to growth will deliver favorable results in 2025. I'll now turn the call back over to Cindy.

Thank you, Dawn. There are substantial underlying growth opportunities for us to capture, particularly through continued profitable occupancy growth. As we look to 2025 and further into the future, we are unwavering in our commitment to enriching the lives of even more seniors who choose Brookdale to call home, to ensuring that we remain the most attractive place for employees to work and to grow their careers and to creating additional value for our shareholders in the near term and over the longer term. Operator, please open the call for questions.

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. We'll take our first question from Tao Chiu at Macquarie.

Thank you. Good morning, everyone. I appreciate the annual guidance with regards to the 4.75 to .75% rep park guidance in 2025. I'm curious if you could pass out the one quarter impact from the Ventas lease amendment expected on October 1st, what would be the rep park growth without the benefit of that transaction? And if you could also share maybe the assumed range for rates and occupancy and then what are the OPEC's growth assumptions for the guidance? Thank you.

Hey Tao, this is Dawn. Thank you for the question. I think from an annual basis for the Ventas growth, what we expect is the guide for 4.75 to 5.75 to be move-ins that we've kind of already proven that we can achieve, move-outs that we expect, which has, as Cindy mentioned, we had some better attrition rate that we're going to pull through. We haven't fully lapped the prior year lead disruption and we're early in the flu season. And so we've been doing a really good job with our infection prevention, but it does look like a relatively challenging flu season since the 2018 flu season. This is probably the most challenging. And then on the potential disruption of the 55 communities, we've kind of baked that into already our 4.75 to 5.75 range.

Okay. And Cindy, I think you alluded to the continued favorable supply demand dynamics. And I think one of your peers is talking about accelerating occupancy in 2025. That looks like what you are expecting as well. And I think they also talking about the widening gap between rep core and OPEX growth. So in that context, I'm curious, now that a lot of the heavy lifting are completed, how Brookdale can further accelerate growth and create shareholder value beyond 2025 and 2026?

It's a really good question, Tao. And let me just start by going backwards. Before I go forward, if you look at our last earnings release that we did, we reported year over year occupancy growth of 80 basis points for the month of October. And that was the most current data that we had at the time. And if you look at our January that we just reported, we saw sort of occupancy growth of 120 basis points. So we're already seeing the acceleration within our portfolio of the occupancy growth. But if I kind of step back and say, what's next? Big picture, what we're really trying to do is to deliver against our key strategic priorities. They've helped guide our profitable growth and we've made tremendous progress towards getting to positive adjusted free cash flow. What we accomplished so far makes Brookdale truly better and different. And we are gonna continue to focus on both increasing our differentiation between Brookdale and its competitors and sharing what makes Brookdale special and unique. Part of that is our mix of product types. Our portfolio is much more heavily skewed towards assisted living and memory care. And for us, the assisted living resident is about two years older. And so we'll continue sort of focusing on the resident experience to capture that share. We're gonna expand Brookdale Health Plus to 60 additional communities later this year. That's a big differentiator for us because families are looking for comprehensive care coordination. We are gonna continue to implement Brookdale Engagement Plus and that's gonna help our residents build meaningful friendships faster and it will customize the resident experience so that every resident has a meaningful lifestyle that reflects their unique interests. And then we hired a new head chef last year that is going to allow us to further enhance our already quality and experiential dining with the goal of making each dining opportunity a memorable experience. So that's just part of the things that we're doing on the resident side that are gonna allow us to accelerate the growth, to capitalize on the very, very favorable supply demand environment.

Very exciting, we'll stay tuned in, thank you.

Thanks, Tom. We'll move next to Brian Tamquillett at Jeffries.

Hey, good morning guys and congrats. Cindy, maybe my first question for you is if we think about where you stand today, I know coming out of the pandemic, the focus areas for you were addressing the leases and driving free cash flow to positive territory and you're there at this point. So as we think about the direction or the strategic focus that you have going forward, how should investors be thinking about right now?

Yeah, I think the way that you opened the question was a very good lead in Brian. Our primary financial goal in recovering from the pandemic was to get to adjusted free cash flow positive. That's critical for our business for a number of reasons and I couldn't be more proud of our progress. We could have taken sort of one of two paths, right? We could have pursued occupancy regardless of whether that occupancy would have driven improved cash flow or we could have pursued cash flow growth. We chose the path to pursue cash flow growth and looking back, I'm really confident that that was the right path. If you look at our 2024 RevPAR, revenue per available unit, it's 18% higher than 2019 and our operating income per available unit is 8% better than 2019. And these results fully reflect the impact of any units that aren't currently serving residents. So if you look at the second half of 2024, in the aggregate, we delivered positive adjusted free cash flow and we're expecting a meaningful build on this for the full year of 2025. Now I'm really proud of that, particularly given the impact of the disruption from the paid third party lead source disruptions that we faced in 2024. At this point, we've more than recovered our pre-pandemic profitability per unit and now as a company, we have much more opportunity for growth because we have communities that have rooms that aren't currently serving residents. As those units become occupied, it's gonna drive higher RevPAR and a higher profitability level and we're confident in this because there's growing demand for our services, we have a needs-based product mix and we have a naturally higher average age of move-in that's associated with assisted living as compared to an independent living. I think that's an incredibly strong story and a difference in the strategy. Now specific to this year, I spoke to some of the initiative in Tao's response to his question, but there's a few other things that I'm really excited about. If you look at our associates, as I shared in our prepared remarks, our retention and turnover improvements have been incredible because of the investments that we've made. Given the success that we had enhancing our associate onboarding, we are now creating a new key three leadership onboarding process. It's because our community leaders are so important, we're investing in our executive directors and this includes a proprietary executive director certification program, which is part of our continued focus on effective performance management and accountability. We're doing so many excited things and we're so focused on this, but we also are going to improve the way that we tell our story to attract both residents and associates. And we're building on the recent success that we had in the fourth quarter with marketing and advertising. This includes things like closely working with each community to help ensure that our leaders are leaning in to the points of differentiation that make Brookdale unique and better and that they can articulate each community's individual value, both the national brand with our unmatched scale and expertise, as well as their hyper local points of differentiation. Now, given that we're on the front end of an unprecedented target demographic growth for the industry and we're able to recover more than our pre pandemic profitability, we still have the opportunity to get that meaningful occupancy growth that gives us an exciting and incredibly bright future.

I appreciate that. And maybe Cindy, as I think about, a couple of questions here together, as I think about how you view the political landscape and how there are potentially upcoming changes to Medicaid, how does that impact your business, number one? And then maybe as I think about questions we're getting on your occupancy performance, basically trailing some of the NIC data that we're seeing out there, just curious how you would explain that. And I know some of that's probably mixed related. So I just thought I'd combine those two questions together.

Yeah, they're really good questions, Brian. Let me start by just giving you a little bit of an insight about how we calculate our occupancy that's different than the industry and also how our business is different than the industry. If you look at the industry as a whole, 18% of assisted living residents rely on Medicaid to provide services. At Brookdale, that's under 4%. And so this is really important because if you run a Medicaid community, usually you're running a very high occupancy community, often 95 to 100% occupancy, but it's at a much lower margin. So we don't have that as a big part of our portfolio, which is one structural reason why our occupancy shows naturally lower than the NIC data. Now I'll tell you that also because of our focus on profitability, we absolutely chose to walk away from some Medicaid business because the reimbursement rate did not keep pace with the cost of providing services. And we're really focused on profitable occupancy growth. The other difference when you compare to NIC is the way that shared units are treated. And we're pretty conservative in the way that we report our data. If we have a shared suite and there's only one person in the suite, we count that as 50% occupied. Others in the industry calculate that as 100% occupied. So that's a pretty big difference. And then kind of moving to the political landscape as well, there's a lot of things that COVID-19 really brought to light. And I think the most important thing is the critical role that seniors housing plays in the overall healthcare system. And I think this message is gonna continue well into the future, even regardless of the outcome of any future elections. But over the last several years, Brookdale and the Industry Trade Association has spent a lot of time educating policy makers about our industry and we'll continue to do that. In particular, under the last Trump administration, Brookdale worked very closely with HHS and our industry to understand our concerns. And they helped us prioritize the seniors in the COVID response efforts. And we're grateful to Congress, we're grateful to President Trump for the COVID funding that we received as well as other operators received. As we look at the change in administration, I think we really have the opportunity to continue to build on that. As the largest operator in the industry will be proactive in trying to shape federal policy that could have an impact on seniors in our industry. And we will continue to pursue policy initiatives that increase access to senior living services and expand funding for programs to grow and develop the workforce that we need to provide services. They could be tax credits, which would help seniors afford senior living. And at the same time, we are expecting less regulatory activity at the federal level. And that's something that we view as very positive.

Awesome, thank you Cindy.

Thanks Brian. Next, we'll go to Josh Raskin at Neffron Research.

Hi, thanks. I wanted to talk about sort of like a steady state, maybe after the assumed 55 communities in 4Q, but how do you think about your long-term EBITDA growth rate? And maybe how many more years do you think you have of what you would consider to be above average growth in EBITDA, above that steady state? And I know in the past, you've talked about that pre-pandemic occupancy rate, you're running just over 500 basis points below that. Is that still a realistic target? And then maybe, when do you think you get to that .5%?

So let me start by going back before going forward. That's something I'm doing a lot of today. But 2024 was our third consecutive year of adjusted EBITDA growth in excess of $50 million. And if we deliver it even the midpoint of our guidance range, 2025 will be the fourth consecutive year of this 50 plus million dollar growth opportunity. Now, when I think about the future going forward, we have been very disciplined about pursuing profitable occupancy growth, and we will continue to do that. Now, what's exciting to me about looking forward is that the demographics right in the sweet spot of where our portfolio is positioned haven't hit us yet, right? Our average age is about two years higher in assisted living, not quite two years, but almost two years higher in assisted living, which is where the majority of the portfolio sits. So as I look forward, I see every year resulting in a growing and improving supply demand gap. And our job really is to focus on how do we best capture that to better serve more residents and an attractive return to benefit our shareholders.

Okay, so is the 50 million like the right, and again, getting back to that 510, so is the 510 basis points occupancy. So that's not getting back to 84 and a half, that's not necessarily the goal, and maybe there's not a timeframe, it's much more about this disciplined, profitable growth.

I think it's really more about disciplined, profitable growth. And I'm gonna say that we kind of put the 84 and a half percent out there to give you a sense of where we were sort of pre-pandemic. But as I mentioned earlier, our profitability on a per unit basis is already above pre-pandemic at 8% above. So what we are gonna look at every single day is how do we profitably grow our business? How do we differentiate Brookdale to provide a better experience to our residents and our associates so that we will translate into more value for the shareholders? And I think about the occupancy that we're at as a huge opportunity, right? Because as I get those units in service, I get every dollar of incremental margin. If I had already put those units in service, I would get an increase on the units, but I wouldn't get a hundred cents on the dollar. So I am so excited about what's coming for us.

And could you just put a little more color, I think you said significant or meaningful adjusted free cashflow in 2025. Is there a range of expectations for that?

Josh, this is Dawn. There isn't a range that we put out there on our adjusted free cashflow, but significant adjusted free cashflow is the expectation.

And just to add to that, there's still gonna be seasonality, right? And in the back of the investor deck, we have kind of shown the quarterly pacing. That doesn't mean that we're gonna be positive in every quarter of the year, but when you look at the full year as a whole, we're gonna have meaningful adjusted free cashflow growth.

All right, if I could sneak in one last one, I heard you mentioned something Brookdale Engagement Plus. Is that a new initiative? Is there any color behind that?

It is, it's a proprietary program that we have. We have launched it in part of our portfolio, but not all of our portfolio. And it is something that allows us to better personalize the experience of the resident. And so what we're able to do is we are able to match residents who have unique interests so that they can form relationships about things that they enjoy and values that they have. And if what we're really trying to do is solve for loneliness, we want our residents to have a meaningful purpose in life and to share their time with friends. And that's what Brookdale Engagement Plus is all about.

Perfect,

thanks. Thanks.

Our next question comes from Ben Hendricks at RBC.

Good morning. Great, thank you very much. Hi, how you doing guys? I just wanted to ask a question about something you mentioned earlier. You know that there's a four Q, move in activities weighted towards lower acuity volume. I just wanted to get an idea of how much of that lower acuity mix that you saw was related to this change in internal and hyper local paid referral sources. And if, and how you see that phasing over the course of 2025, given the demographic tailwinds you talked about in programs like Health Plus, which may be more attractive to some of the higher, higher acuity AL volume, thanks.

That's a good question. I don't think it's related to the change in the referral sources. If you think about our strategy, Brookdale Health Plus is really designed to attract residents who want to live a healthier life for longer. And we're seeing that that increases the length of stay of our residents. If you think about some of the unbundling that we've talked about in memory care as an example, that provides a better value to a lower acuity resident. And so that is skewed towards bringing residents who have a lower need into our communities. The trade off there is lower need needs no care initially, but it should mean longer length of stay. One of the things that's really exciting is compared to pre pandemic, our average age has come down about six months. And so if you think about having younger residents move in with us, we would think that will mean that they will stay with us longer, which should be very positive as we go into the future.

Great, thank you. And just to find out, speaking one more, you talked about kind of your low mix in Medicaid. I was wondering if the Ventas leases that you walked away from, did they have an above average mix of Medicaid volume? And how does that track versus your portfolio that you've retained? Thanks.

So what I'll say is we are transitioning a CCRC in the communities with Ventas that we're walking away from. And as you know, skilled nursing has a higher mix of both Medicaid and Medicare, but we haven't really talked about the overall portfolio in terms of Medicaid mix for the transitioning Ventas assets versus the total portfolio. Thank you. Thanks Ben.

Next we'll go to Joanna Gajuk at Bank of America.

Hi, good morning. Thanks so much for taking the question. So a couple of follow ups. So on the Q1 comments, so as you mentioned, we are seeing higher flu incidents, right? In general, into February. And it sounds like you also seeing that. So what do you assume for Q1 occupancy? Do you assume sort of typical seasonality down 70, 80, but a quarter of a quarter Q1, or do you assume even more of a seasonal decline?

So Joanna, let me start by talking about the flu and then Dawn can jump into the occupancy point. So there's no question that in US as a whole, this is a pretty difficult flu season, probably the worst since 2018 with two peaks. Now, what I'm really proud of is that Brookdale is very proactive as it relates to vaccinations of our residents and a high percentage of our residents normally participate in the vaccination clinics that we have within our communities. We also have infection prevention protocols that we put in place, particularly during respiratory virus season. And we've been able to do that. To date, we haven't had any flu closures at all this season, which I think is a really positive thing. Now I'll turn it over to Dawn to just answer the specific occupancy question.

Yeah, yes, thank you, Cindy. As it relates to our January occupancy, what we're seeing is very strong occupancy. We talked about the move-ins that we saw in the fourth quarter, that they were the best move-ins in the last eight years. And if you look at a reported January occupancy growth, we are 120 basis points year over year. That is comparing to kind of that October occupancy that we reported that was 80 basis points year over year. So we're kind of seeing that accelerated trend there, as well as the fact that the December to January 10 basis points decline is much better than we've seen sequentially over the last two years.

All right, thank you for that color. And I guess another clarification, so when you were talking about 2025, the full year EBITDA guidance, right? And it implies sort of similar growth in well, $50 million year over year, right? But I guess there's about 24 million YD over year from the lower rent because of the leases that you are buying, right? And the secondary change, I guess, in the lease treatment, or it took a second Q4 in 24, so a year over year in 25, I guess, there's the three quarters. And then there's, I guess, in Q4 of 25, there's gonna be the event as the 55 communities being exited. So that would bring us to like $10 million against operating growth, but there's also some costs that you incurred in 24, right? There's the hurricane cost in Q4, but there's also some winter storm cost in Q1. Can you walk us through sort of, how to think about these pieces, what's driving the $50 million year over year growth in your guidance for EBITDA?

Yeah, Jonah, this is Dawn, I'll start, and we're really excited about the growth. Our guidance ranges 11 to 15% growth year over year, and as Cindy mentioned, the kind of moving into the midpoint, our fifth straight year of $50 million of adjusted EBITDA growth. And I think one of the, excuse me, the fourth straight year, one of the things that I would just clarify on the Ventas properties is we've drawn a line in the sand as of October 1st, and what the expectation is, is maybe some noise on the transition, but generally what we're thinking about, how we're thinking about it is the NOI impact and the rent impact is generally offsetting. And so as you think about that particular piece in the back half of the year, not a benefit from just the lease expense coming through there, but if you think about our guidance range, we've guided to 475 to 575 rev par. We have talked about kind of the move-ins and move-out expectations there, and then translating that into our adjusted EBITDA, what we're expecting is solid expense management, we've seen moderating costs, both from the labor perspective, food and utilities, they've moderated, but still are remaining high, but we fully expect to have strong expense management coming through for that growth.

And then if I would just add on natural disasters, there's no question that 2024 was a tough year from a natural disaster perspective as it related to the hurricanes that hit Florida in particular, the wildfires and the cold weather, but we are always put in an estimate for what we think we might incur for natural disasters for the year. And most importantly, we are very focused on doing everything humanly possible to minimize the damage to our communities and to protect our residents during natural disasters. And the asset management team does an incredible job ahead of cold weather, making sure that all of our community associates are trained, they know how to shut the water off if there's a pipe that freezes to really minimize the impact. And I couldn't be more proud of our industry leading emergency response protocols, including natural disasters.

Thank you. And if I may squeeze the last question on the lease, what's meant that the changes there, right? And I guess for 25, first year assume, GNA costs increasing, but how should we think about sort of the runway GNA? I mean, we're talking about beyond 25 because I assume that will be more 26, but is there any framework that we should consider when we're thinking about the company adjusting the overhead cost to the smaller portfolio after you exit the leases on 55 communities? Thank you.

Joanna, one of the things that I'm really proud of is that we're always proactive in terms of matching the support that we have to the business that we have. Brookdale, as you know, used to be a much larger company and we were able to appropriately adjust our infrastructure and we're always thinking about what's the right infrastructure to support our communities. And so we'll do the same thing going forward. Thank you. Thanks Joanna.

And that was our final question for today's Q&A. This concludes today's conference call. Thank you for your participation. You may now disconnect.