Brookdale Senior Living Inc. 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding our expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment, and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; the impacts of the COVID-19 pandemic, including on the nation's economy and debt and equity markets and the local economies in our markets, and on us and our business, results of operations, cash flow, revenue, expenses, liquidity, and our strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the pace and consistency of recovery from the pandemic and any resurgence or variants of the disease; limits on our ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; our ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund our planned capital projects; the effect of any non-compliance with any of our debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of our indebtedness and long-term leases on our liquidity and our ability to operate our business; increases in market interest rates that increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us, including putative class action complaints, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or our failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on us and our business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, geopolitical tensions or conflicts, and uncertainty surrounding federal elections; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which we operate; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including those set forth under "Item 1A. Risk Factors" contained in our Annual Report on Form 10-K for the year ended 20 December 31, 2023. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this Quarterly Report on Form 10-Q. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based. Unless otherwise specified, references to "Brookdale," "we," "us," "our," or "the Company" in this Quarterly Report on Form 10-Q mean Brookdale Senior Living Inc. together with its consolidated subsidiaries. Overview We are the nation's premier operator of senior living communities, operating and managing 649 communities in 41 states as of June 30, 2024, with the ability to serve approximately 59,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). As of June 30, 2024, we owned 342 communities (30,970 units), leased 277 communities (19,857 units), and managed 30 communities (4,579 units). Our senior living communities and our comprehensive network help to provide seniors with care, connection, and services in an environment that feels like home. Our expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, make new friends, and stay connected with loved ones. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to our residents' families who are concerned with care decisions for their elderly relatives. Community Transactions Subsequent to the three months ended June 30, 2024, we amended the existing master lease with Omega Healthcare Investors, Inc. ("Omega") pursuant to which we continue to lease 24 communities (2,555 units) from Omega. The amended master lease has an initial term to expire on December 31, 2037. As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037. The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028. With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%. The $50.0 million will be available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease. Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance. We preliminarily estimate that the lease modification will increase the right-of-use assets and lease obligations recognized on our condensed consolidated balance sheet each by approximately $220.0 million. Results of Operations The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. The results of operations for any particular period are not necessarily indicative of results for any future period. We use the operating measures described below in connection with operating and managing our business and reporting our results of operations. • Senior housing operating results and data presented on a same community basis reflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Our management uses same community operating results and data for decision making and components of executive compensation, and we 21 believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects. • RevPAR , or average monthly senior housing resident fee revenue per available unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of our communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPAR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPAR for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate. • RevPOR , or average monthly senior housing resident fee revenue per occupied unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of our communities and entrance fee amortization), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPOR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average amount of senior housing resident fee revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance. • Weighted average occupancy reflects the percentage of units at our owned and leased communities being utilized by residents over a reporting period. We measure occupancy rates with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments, and also measure this metric both on a consolidated senior housing and a same community basis. Our management uses weighted average occupancy, and we believe the measure provides useful information to investors, because it is a significant driver of our senior housing revenue performance. This section includes the non-GAAP performance measure Adjusted EBITDA. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable measure in accordance with generally accepted accounting principles in the United States ("GAAP"). Comparison of Three Months Ended June 30, 2024 and 2023 Summary Operating Results The following table summarizes our overall operating results for the three months ended June 30, 2024 and 2023. Three Months Ended June 30, Increase (Decrease) (in thousands) 2024 2023 Amount Percent Resident fees $ 739,709 $ 710,161 $ 29,548 4.2 % Facility operating expense 537,507 531,118 6,389 1.2 % Net income (loss) (37,742) (4,526) 33,216 NM Adjusted EBITDA 97,816 81,372 16,444 20.2 % The increase in resident fees was primarily attributable to a 5.9% increase in same community RevPAR, comprised of a 4.1% increase in same community RevPOR and a 130 basis point increase in same community weighted average occupancy. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $14.4 million less in resident fees during the three months ended June 30, 2024 compared to the prior year period. The increase in facility operating expense was primarily attributable to a 3.6% increase in same community facility operating expense primarily resulting from broad inflationary pressure and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor and a decrease in estimated incentive compensation costs. The 22 increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $12.8 million less in facility operating expense during the three months ended June 30, 2024 compared to the prior year period. The increase in net loss was primarily attributable to a $36.3 million gain on sale of communities, net recognized during the three months ended June 30, 2023 for the sale of our one remaining entrance fee community and the increase in facility operating expense, partially offset by the increase in resident fees. The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees, partially offset by the increase in facility operating expense, a $4.1 million decrease in other operating income for state government grants recognized in the three months ended June 30, 2023, and the change in classification of $2.5 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments in the prior year period. Operating Results - Senior Housing Segments The following table summarizes the consolidated operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) for the three months ended June 30, 2024 and 2023, including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages. Three Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 739,709 $ 710,161 $ 29,548 4.2 % Other operating income $ — $ 4,122 $ (4,122) (100.0)% Facility operating expense $ 537,507 $ 531,118 $ 6,389 1.2 % Number of communities (period end) 619 641 (22) (3.4) % Total average units 50,927 52,030 (1,103) (2.1) % RevPAR $ 4,835 $ 4,544 $ 291 6.4 % Weighted average occupancy 78.1 % 76.5 % 160 bps n/a RevPOR $ 6,193 $ 5,939 $ 254 4.3 % Same Community Operating Results and Data Resident fees $ 725,865 $ 685,095 $ 40,770 6.0 % Other operating income $ — $ 4,050 $ (4,050) (100.0) % Facility operating expense $ 527,080 $ 508,549 $ 18,531 3.6 % Number of communities 611 611 — — % Total average units 50,131 50,126 5 — % RevPAR $ 4,826 $ 4,556 $ 270 5.9 % Weighted average occupancy 78.1 % 76.8 % 130 bps n/a RevPOR $ 6,177 $ 5,934 $ 243 4.1 % 23 Independent Living Segment The following table summarizes the operating results and data for our Independent Living segment for the three months ended June 30, 2024 and 2023. All 68 of the communities in our Independent Living segment are included within our same community portfolio. Three Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 149,542 $ 140,670 $ 8,872 6.3 % Other operating income $ — $ 218 $ (218) (100.0)% Facility operating expense $ 99,208 $ 94,527 $ 4,681 5.0 % Number of communities (period end) 68 68 — — % Total average units 12,573 12,573 — — % RevPAR $ 3,965 $ 3,729 $ 236 6.3 % Weighted average occupancy 79.9 % 78.9 % 100 bps n/a RevPOR $ 4,959 $ 4,727 $ 232 4.9 % The increase in the segment's resident fees was primarily attributable to an increase in the segment's RevPAR, comprised of a 4.9% increase in RevPOR and a 100 basis point increase in weighted average occupancy. The increase in the segment's RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024. The increase in the segment's weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's facility operating expense was primarily attributable to broad inflationary pressure and an increase in estimated insurance expense. 24 Assisted Living and Memory Care Segment The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the three months ended June 30, 2024 and 2023, including operating results and data on a same community basis. Three Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 507,191 $ 486,523 $ 20,668 4.2 % Other operating income $ — $ 3,763 $ (3,763) (100.0)% Facility operating expense $ 371,036 $ 365,670 $ 5,366 1.5 % Number of communities (period end) 534 555 (21) (3.8) % Total average units 33,622 34,442 (820) (2.4) % RevPAR $ 5,018 $ 4,703 $ 315 6.7 % Weighted average occupancy 77.6 % 76.3 % 130 bps n/a RevPOR $ 6,462 $ 6,164 $ 298 4.8 % Same Community Operating Results and Data Resident fees $ 500,329 $ 470,538 $ 29,791 6.3 % Other operating income $ — $ 3,699 $ (3,699) (100.0)% Facility operating expense $ 365,066 $ 351,973 $ 13,093 3.7 % Number of communities 527 527 — — % Total average units 33,242 33,239 3 — % RevPAR $ 5,017 $ 4,719 $ 298 6.3 % Weighted average occupancy 77.7 % 76.3 % 140 bps n/a RevPOR $ 6,459 $ 6,182 $ 277 4.5 % The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 4.5% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $10.5 million less in resident fees during the three months ended June 30, 2024 compared to the prior year period. The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure and an increase in estimated insurance expense, partially offset by decreases in estimated incentive compensation costs and the use of premium labor, primarily contract labor. The increase in the segment's facility operating expense was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $8.5 million less in facility operating expense during the three months ended June 30, 2024 compared to the prior year period. 25 CCRCs Segment The following table summarizes the operating results and data for our CCRCs segment for the three months ended June 30, 2024 and 2023, including operating results and data on a same community basis. Three Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 82,976 $ 82,968 $ 8 — % Other operating income $ — $ 141 $ (141) (100.0)% Facility operating expense $ 67,263 $ 70,921 $ (3,658) (5.2) % Number of communities (period end) 17 18 (1) (5.6) % Total average units 4,732 5,015 (283) (5.6) % RevPAR $ 5,845 $ 5,500 $ 345 6.3 % Weighted average occupancy 76.1 % 72.0 % 410 bps n/a RevPOR $ 7,685 $ 7,636 $ 49 0.6 % Same Community Operating Results and Data Resident fees $ 75,994 $ 73,887 $ 2,107 2.9 % Other operating income $ — $ 133 $ (133) (100.0)% Facility operating expense $ 62,805 $ 61,871 $ 934 1.5 % Number of communities 16 16 — — % Total average units 4,316 4,314 2 — % RevPAR $ 5,869 $ 5,709 $ 160 2.8 % Weighted average occupancy 76.5 % 74.0 % 250 bps n/a RevPOR $ 7,675 $ 7,712 $ (37) (0.5) % The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 250 basis point increase in same community weighted average occupancy and a 0.5% decrease in the segment's same community RevPOR. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The decrease in the segment's same community RevPOR was primarily the result of an occupancy mix shift to more independent living residents and lower skilled nursing revenue, partially offset by annual in-place rate increases effective January 1, 2024. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $3.9 million less in resident fees during the three months ended June 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $4.3 million less in facility operating expense during the three months ended June 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was partially offset by an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor. 26 Operating Results - Other Income and Expense Items The following table summarizes other income and expense items in our operating results for the three months ended June 30, 2024 and 2023. Three Months Ended June 30, Increase (Decrease) (in thousands) 2024 2023 Amount Percent Management fees $ 2,616 $ 2,510 $ 106 4.2 % Reimbursed costs incurred on behalf of managed communities 35,216 33,999 1,217 3.6 % Costs incurred on behalf of managed communities 35,216 33,999 1,217 3.6 % General and administrative expense 46,664 45,326 1,338 3.0 % Facility operating lease expense 50,964 50,512 452 0.9 % Depreciation and amortization 88,028 84,448 3,580 4.2 % Asset impairment — 520 (520) (100.0)% Loss (gain) on sale of communities, net — (36,296) (36,296) (100.0)% Interest income 4,714 6,115 (1,401) (22.9) % Interest expense 61,567 54,435 7,132 13.1 % Equity in earnings (loss) of unconsolidated ventures — (1,153) (1,153) (100.0)% Non-operating gain (loss) on sale of assets, net 199 860 (661) (76.9) % Other non-operating income (loss) 199 3,197 (2,998) (93.8) % Benefit (provision) for income taxes (449) (275) 174 63.3 % General and Administrative Expense. The increase in general and administrative expense was primarily attributable to an increase in non-cash stock-based compensation expense compared to the prior year period. General and administrative expense includes transaction and organizational restructuring costs of $0.1 million for both the three months ended June 30, 2024 and 2023. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs. Facility Operating Lease Expense. The increase in facility operating lease expense was primarily due to the change in classification of lease costs from financing leases to operating leases as a result of lease amendments in the prior year period. Depreciation and Amortization . The increase in depreciation and amortization expense was primarily due to the completion of community renovations, apartment upgrades, and other major building infrastructure projects since the beginning of the prior year period, partially offset by the change in classification of lease costs from financing leases to operating leases as a result of lease amendments in the prior year period. Loss (Gain) on Sale of Communities, net. The decrease in gain on sale of communities, net was due to the sale of our one remaining entrance fee community during the three months ended June 30, 2023. Interest Expense . The increase in interest expense was primarily due to an increase in the fair value of interest rate derivatives in the prior period and an increase in interest expense on long-term debt primarily as a result of increases in variable interest rate indices. Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the three months ended June 30, 2024 and 2023 was primarily due to an increase in the valuation allowance recorded on operating losses during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. We recorded an aggregate deferred federal, state, and local tax benefit of $9.1 million for the three months ended June 30, 2024, which was offset by an increase in the valuation allowance of $9.2 million. 27 We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of June 30, 2024 and December 31, 2023 was $490.5 million and $474.2 million, respectively. 28 Comparison of Six Months Ended June 30, 2024 and 2023 Summary Operating Results The following table summarizes our overall operating results for the six months ended June 30, 2024 and 2023. Six Months Ended June 30, Increase (Decrease) (in thousands) 2024 2023 Amount Percent Resident fees $ 1,483,950 $ 1,423,565 $ 60,385 4.2 % Facility operating expense 1,080,057 1,061,925 18,132 1.7 % Net income (loss) (67,323) (49,089) 18,234 37.1 % Adjusted EBITDA 195,432 169,995 25,437 15.0 % The increase in resident fees was primarily attributable to a 6.1% increase in same community RevPAR, comprised of a 4.2% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $30.1 million less in resident fees during the six months ended June 30, 2024 compared to the prior year period. The increase in facility operating expense was primarily attributable to a 4.0% increase in same community facility operating expense, primarily resulting from broad inflationary pressure, an additional day of expense due to the leap year, an increase in estimated insurance expense, and an increase in property repair expense primarily as a result of severe weather events, partially offset by a decrease in the use of premium labor, primarily contract labor. The increase was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $26.4 million less in facility operating expense during the six months ended June 30, 2024 compared to the prior year period. The increase in net loss was primarily attributable to a $36.3 million gain on sale of communities, net recognized during the six months ended June 30, 2023 for the sale of our one remaining entrance fee community, the increase in facility operating expense, a decrease in other operating income, an increase in depreciation and amortization expense, and an increase in debt interest expense compared to the prior year period. These changes were partially offset by the increase in resident fees. The increase in Adjusted EBITDA was primarily attributable to the increase in resident fees, partially offset by the increase in facility operating expense and the change in classification of $9.9 million of lease payments for 35 communities as cash facility operating lease payments as a result of lease amendments in the prior year period. 29 Operating Results - Senior Housing Segments The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the six months ended June 30, 2024 and 2023 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages. Six Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 1,483,950 $ 1,423,565 $ 60,385 4.2 % Other operating income $ — $ 6,450 $ (6,450) (100.0)% Facility operating expense $ 1,080,057 $ 1,061,925 $ 18,132 1.7 % Number of communities (period end) 619 641 (22) (3.4) % Total average units 50,983 52,104 (1,121) (2.2) % RevPAR $ 4,844 $ 4,548 $ 296 6.5 % Weighted average occupancy 78.0 % 76.4 % 160 bps n/a RevPOR $ 6,211 $ 5,951 $ 260 4.4 % Same Community Operating Results and Data Resident fees $ 1,454,992 $ 1,371,039 $ 83,953 6.1 % Other operating income $ — $ 6,265 $ (6,265) (100.0)% Facility operating expense $ 1,054,776 $ 1,014,660 $ 40,116 4.0 % Number of communities 611 611 — — % Total average units 50,126 50,125 1 — % RevPAR $ 4,838 $ 4,559 $ 279 6.1 % Weighted average occupancy 78.1 % 76.7 % 140 bps n/a RevPOR $ 6,198 $ 5,947 $ 251 4.2 % 30 Independent Living Segment The following table summarizes the operating results and data for our Independent Living segment for the six months ended June 30, 2024 and 2023, including operating results and data on a same community basis. All 68 of the communities in our Independent Living segment are included within our same community portfolio. Six Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 298,490 $ 281,272 $ 17,218 6.1 % Other operating income $ — $ 272 $ (272) (100.0)% Facility operating expense $ 199,513 $ 188,350 $ 11,163 5.9 % Number of communities (period end) 68 68 — — % Total average units 12,569 12,572 (3) — % RevPAR $ 3,958 $ 3,729 $ 229 6.1 % Weighted average occupancy 79.8 % 78.8 % 100 bps n/a RevPOR $ 4,961 $ 4,734 $ 227 4.8 % The increase in the segment's resident fees was primarily attributable to an increase in the segment's RevPAR, comprised of a 4.8% increase in RevPOR and a 100 basis point increase in weighted average occupancy. The increase in the segment's RevPOR was primarily the result of the annual in-place rate increases effective January 1, 2024. The increase in the segment's weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's facility operating expense was primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, an increase in property repair expense primarily as a result of severe weather events, and increased wireless internet access provided for residents, and an increase in estimated insurance expense, partially offset by a decrease in estimated incentive compensation costs. The segment's same community facility operating expense for the six months ended June 30, 2024 excludes $0.4 million of natural disaster expense. 31 Assisted Living and Memory Care Segment The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the six months ended June 30, 2024 and 2023, including operating results and data on a same community basis. Six Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 1,018,063 $ 973,300 $ 44,763 4.6 % Other operating income $ — $ 5,790 $ (5,790) (100.0)% Facility operating expense $ 744,450 $ 729,881 $ 14,569 2.0 % Number of communities (period end) 534 555 (21) (3.8) % Total average units 33,682 34,429 (747) (2.2) % RevPAR $ 5,027 $ 4,706 $ 321 6.8 % Weighted average occupancy 77.6 % 76.1 % 150 bps n/a RevPOR $ 6,478 $ 6,184 $ 294 4.8 % Same Community Operating Results and Data Resident fees $ 1,002,824 $ 942,197 $ 60,627 6.4 % Other operating income $ — $ 5,651 $ (5,651) (100.0)% Facility operating expense $ 729,716 $ 703,341 $ 26,375 3.7 % Number of communities 527 527 — — % Total average units 33,241 33,239 2 — % RevPAR $ 5,028 $ 4,724 $ 304 6.4 % Weighted average occupancy 77.6 % 76.2 % 140 bps n/a RevPOR $ 6,479 $ 6,202 $ 277 4.5 % The increase in the segment's resident fees was primarily attributable to an increase in the segment's same community RevPAR, comprised of a 4.5% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the annual in-place rate increases effective January 1, 2024. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's resident fees was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $19.4 million less in resident fees during the six months ended June 30, 2024 compared to the prior year period. The increase in the segment's facility operating expense was primarily attributable to an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, an increase in estimated insurance expense, and an increase in property repair expense primarily as a result of severe weather events, partially offset by a decrease in the use of premium labor, primarily contract labor, a decrease in estimated incentive compensation costs, and a decrease in credit losses. The increase in the segment's facility operating expense was partially offset by the disposition of communities since the beginning of the prior year period, which resulted in $15.7 million less in facility operating expense during the six months ended June 30, 2024 compared to the prior year period. The segment's same community facility operating expense for the six months ended June 30, 2024 and 2023 excludes $2.4 million and $0.7 million, respectively, of natural disaster expense. 32 CCRCs Segment The following table summarizes the operating results and data for our CCRCs segment for the six months ended June 30, 2024 and 2023, including operating results and data on a same community basis. Six Months Ended June 30, Increase (Decrease) (in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2024 2023 Amount Percent Resident fees $ 167,397 $ 168,993 $ (1,596) (0.9) % Other operating income $ — $ 388 $ (388) (100.0)% Facility operating expense $ 136,094 $ 143,694 $ (7,600) (5.3) % Number of communities (period end) 17 18 (1) (5.6) % Total average units 4,732 5,103 (371) (7.3) % RevPAR $ 5,896 $ 5,495 $ 401 7.3 % Weighted average occupancy 76.1 % 72.7 % 340 bps n/a RevPOR $ 7,750 $ 7,557 $ 193 2.6 % Same Community Operating Results and Data Resident fees $ 153,678 $ 147,570 $ 6,108 4.1 % Other operating income $ — $ 342 $ (342) (100.0)% Facility operating expense $ 125,895 $ 122,990 $ 2,905 2.4 % Number of communities 16 16 — — % Total average units 4,316 4,314 2 — % RevPAR $ 5,935 $ 5,701 $ 234 4.1 % Weighted average occupancy 76.5 % 74.3 % 220 bps n/a RevPOR $ 7,758 $ 7,675 $ 83 1.1 % The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $10.7 million less in resident fees during the six months ended June 30, 2024 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 220 basis point increase in same community weighted average occupancy and a 1.1% increase in same community RevPOR. The increase in the segment's same community weighted average occupancy primarily reflects the impact of our execution on key initiatives to rebuild occupancy lost due to the pandemic. The increase in the segment's same community RevPOR was primarily the result of annual in-place rate increases effective January 1, 2024, partially offset by an occupancy mix shift to more independent living residents. The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $10.7 million less in facility operating expense during the six months ended June 30, 2024 compared to the prior year period. The decrease in the segment's facility operating expense was partially offset by an increase in the segment's same community facility operating expense primarily attributable to broad inflationary pressure, an additional day of expense due to the leap year, and an increase in estimated insurance expense, partially offset by a decrease in the use of premium labor, primarily contract labor. 33 Operating Results - Other Income and Expense Items The following table summarizes other income and expense items in our operating results for the six months ended June 30, 2024 and 2023. Six Months Ended June 30, Increase (Decrease) (in thousands) 2024 2023 Amount Percent Management fees $ 5,234 $ 5,087 $ 147 2.9 % Reimbursed costs incurred on behalf of managed communities 71,188 68,953 2,235 3.2 % Costs incurred on behalf of managed communities 71,188 68,953 2,235 3.2 % General and administrative expense 92,396 93,945 (1,549) (1.6) % Facility operating lease expense 102,460 96,639 5,821 6.0 % Depreciation and amortization 174,155 169,382 4,773 2.8 % Asset impairment 1,708 520 1,188 NM Loss (gain) on sale of communities, net — (36,296) (36,296) (100.0)% Interest income 9,492 11,441 (1,949) (17.0) % Interest expense 119,254 114,146 5,108 4.5 % Equity in earnings (loss) of unconsolidated ventures — (1,730) (1,730) (100.0)% Non-operating gain (loss) on sale of assets, net 903 860 43 5.0 % Other non-operating income (loss) 3,537 6,346 (2,809) (44.3) % Benefit (provision) for income taxes (409) (847) (438) (51.7) % Reimbursed Costs Incurred on Behalf of Managed Communities and Costs Incurred on Behalf of Managed Communities. The increase in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to an increase in community costs incurred as a result of broad inflationary pressure for communities managed in both periods. General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to a decrease in organizational restructuring costs compared to the prior year period, primarily for severance costs for our senior leadership changes during the six months ended June 30, 2023, partially offset by an increase in non-cash stock-based compensation expense compared to the prior year period. General and administrative expense includes transaction and organizational restructuring costs of $0.5 million and $3.7 million for the six months ended June 30, 2024 and 2023, respectively. Transaction costs include those directly related to acquisition, disposition, financing and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs. Facility Operating Lease Expense. The increase in facility operating lease expense was primarily due to the change in classification of lease costs from financing leases to operating leases as a result of lease amendments in the prior year period. Depreciation and Amortization. The increase in depreciation and amortization expense was primarily due to the completion of community renovations, apartment upgrades, and other major building infrastructure projects since the beginning of the prior year period, partially offset by the change in classification of lease costs from financing leases to operating leases as a result of lease amendments in the prior year period. Loss (Gain) on Sale of Communities, net . The decrease in gain on sale of communities, net was due to the sale of our one remaining entrance fee community during the six months ended June 30, 2023. Interest Expense. The increase in interest expense was primarily due to an increase in interest expense on long-term debt primarily as a result of increases in variable interest rate indices. 34 Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the six months ended June 30, 2024 and 2023 was primarily due to an increase in the tax benefit on the vesting of restricted stock units for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. We recorded an aggregate deferred federal, state, and local tax benefit of $16.7 million for the six months ended June 30, 2024, which was partially offset by an increase in the valuation allowance of $16.3 million. We recorded an aggregate deferred federal, state, and local tax benefit of $10.8 million for the six months ended June 30, 2023, which was offset by an increase to the valuation allowance of $11.0 million. Liquidity and Capital Resources This section includes the non-GAAP liquidity measure Adjusted Free Cash Flow. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure. Liquidity The following is a summary of cash flows from operating, investing, and financing activities, as reflected in the condensed consolidated statements of cash flows, and our Adjusted Free Cash Flow. Six Months Ended June 30, Increase (Decrease) (in thousands) 2024 2023 Amount Percent Net cash provided by (used in) operating activities $ 54,524 $ 87,866 $ (33,342) (37.9) % Net cash provided by (used in) investing activities (75,403) (103,910) (28,507) (27.4) % Net cash provided by (used in) financing activities 33,715 (49,922) 83,637 NM Net increase (decrease) in cash, cash equivalents, and restricted cash 12,836 (65,966) 78,802 NM Cash, cash equivalents, and restricted cash at beginning of period 349,668 474,548 (124,880) (26.3) % Cash, cash equivalents, and restricted cash at end of period $ 362,504 $ 408,582 $ (46,078) (11.3) % Adjusted Free Cash Flow $ (31,813) $ (28,720) $ (3,093) (10.8) % The decrease in net cash provided by operating activities was primarily attributable to $25.3 million in cash received in the prior year period associated with government grants and credits, an increase in incentive compensation payments, and an increase in facility operating expense compared to the prior year period, partially offset by an increase in resident fees compared to the prior year period. The decrease in net cash used in investing activities was primarily attributable to a $91.2 million decrease in purchases of marketable securities and a $13.9 million decrease in cash paid for capital expenditures compared to the prior year period. These changes were partially offset by a reduction in net proceeds from sale of assets of $36.0 million and a reduction in the sale and maturities of marketable securities of $35.1 million. The change in net cash provided by (used in) financing activities was primarily attributable to $50.0 million of debt secured by first priority mortgages on 11 communities in the current year period and the repayment of $29.6 million of mortgage debt upon the sale of our one remaining entrance fee community in the prior year period. The change in Adjusted Free Cash Flow was primarily attributable to the decrease in net cash provided by operating activities, partially offset by a $24.8 million decrease in non-development capital expenditures, net compared to the prior year period. Our principal sources of liquidity have historically been from: • cash balances on hand, cash equivalents, and marketable securities; • cash flows from operations; • proceeds from our credit facilities; • funds generated through unconsolidated venture arrangements; 35 • proceeds from mortgage financing or refinancing of various assets; • funds raised in the debt or equity markets; and • proceeds from the disposition of assets. Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity. Over the near-term, we expect that our liquidity requirements will primarily arise from: • working capital; • operating costs such as labor costs, general and administrative expense, and supply costs; • debt, interest, and lease payments; • investment in our healthcare and wellness initiatives; • transaction consideration and related expenses; • capital expenditures and improvements; • cash collateral required to be posted in connection with our financial instruments and insurance programs; and • other corporate initiatives (including information systems and other strategic projects). In addition, we may use liquidity to the extent that we identify potential lease restructuring opportunities or exercise available lease purchase options. We are highly leveraged and have significant debt and lease obligations. As of June 30, 2024, we had $3.7 billion of debt outstanding at a weighted average interest rate of 5.61%. As of such date, 91.3%, or $3.4 billion, of our total debt obligations represented non-recourse property-level mortgage financings. As of June 30, 2024, we had $0.9 billion of operating and financing lease obligations, and for the twelve months ending June 30, 2025, we will be required to make approximately $274.6 million of cash lease payments in connection with our existing operating and financing leases. Total liquidity of $345.8 million as of June 30, 2024 included $290.0 million of unrestricted cash and cash equivalents (excluding restricted cash of $72.5 million), $19.7 million of marketable securities, and $36.1 million of availability on our secured credit facility. Total liquidity as of June 30, 2024 increased $5.2 million from total liquidity of $340.7 million as of December 31, 2023. The increase was primarily attributable to $50.0 million of mortgage debt proceeds, partially offset by negative $31.8 million of Adjusted Free Cash Flow and repayments of mortgage debt. Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission ("SEC") on February 21, 2024. Since the amount of mortgage financing available for our communities is generally dependent on their appraised values and performance, decreases in their appraised values, including due to adverse changes in real estate market conditions, or their performance, could result in available mortgage refinancing amounts that are less than the communities’ maturing indebtedness. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. As of June 30, 2024, 9% of our owned communities were unencumbered by mortgage debt. As of June 30, 2024, our current liabilities exceeded current assets by $129.3 million. Included in our current liabilities is $200.3 million of the current portion of operating and financing lease obligations, for which the associated right-of-use assets are excluded from current assets on our condensed consolidated balance sheets. We currently estimate our historical principal sources of liquidity, primarily our cash flows from operations, together with cash balances on hand and cash equivalents, and proceeds from financings and refinancings of various assets will be sufficient to fund our liquidity needs for at least the next 12 months. We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining appropriate expense discipline, continuing to refinance or exercise available extension options for maturing debt, continuing to evaluate our capital structure and the state of debt and equity markets, and monetizing non-strategic or underperforming owned assets. There is no assurance that financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in monetizing certain assets or exercising extension options. We have completed the refinancing of all of our mortgage debt maturities due in 2024. Our inability to exercise available extension options or obtain refinancing proceeds sufficient to cover 2025 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable. Shortfalls in cash flows from estimated operating results or other principal sources of liquidity may have an 36 adverse impact on our ability to fund our planned capital expenditures or to fund investments to support our strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us. Funding our planned capital expenditures or investments to support our strategy may require additional capital. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the percentage ownership of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon our plans. Capital Expenditures Our capital expenditures are comprised of community-level, corporate, and development capital expenditures. Community-level capital expenditures include maintenance expenditures (including routine maintenance of communities over $1,500 per occurrence), community renovations, unit upgrades (including unit turnovers over $500 per unit), and other major building infrastructure projects (including replacements of major building systems). Corporate capital expenditures include those for information technology systems and equipment and the remediation or replacement of assets as a result of casualty losses. Development capital expenditures include community expansions, major community redevelopment and repositioning projects, and the development of new communities. The following table summarizes our capital expenditures for the six months ended June 30, 2024 for our consolidated business. (in thousands) Community-level capital expenditures, net (1) $ 85,909 Corporate capital expenditures, net 17,007 Non-development capital expenditures, net (2) 102,916 Development capital expenditures, net 433 Total capital expenditures, net $ 103,349 (1) Reflects the amount invested, net of lessor reimbursements of $1.3 million. (2) Amount is included in Adjusted Free Cash Flow. In the aggregate, we expect our full-year 2024 non-development capital expenditures, net of anticipated lessor reimbursements, to be approximately $180.0 million. We anticipate that our 2024 capital expenditures will be funded from cash on hand, cash equivalents, cash flows from operations, reimbursements from lessors, and reimbursement from our property and casualty insurance policies. Credit Facilities In December 2023, we amended our revolving credit agreement with Capital One, National Association, as administrative agent and lender and the other lenders from time to time parties thereto. The amended agreement provides an expanded commitment amount of up to $100.0 million which can be drawn in cash or as letters of credit. The credit facility matures in January 2027, and we have the option to extend the facility for two additional terms of approximately one year each subject to the satisfaction of certain conditions. Amounts drawn under the facility will bear interest at the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging from 2.5% to 3.0% based upon the percentage of the total commitment drawn. Additionally, a quarterly commitment fee of 0.25% per annum was applicable on the unused portion of the facility as of June 30, 2024. The revolving credit facility is currently secured by first priority mortgages and negative pledges on certain of our communities. Available capacity under the facility will vary from time to time based upon certain calculations related to the appraised value and performance of the communities securing the credit facility and the variable interest rate of the credit facility. As of June 30, 2024, $58.8 million of letters of credit and no cash borrowings were outstanding under our $100.0 million secured credit facility and the facility had $36.1 million of availability. We also had a separate secured letter of credit facility providing up to $17.0 million of letters of credit as of June 30, 2024 under which $15.7 million had been issued as of that date. 37 Long-Term Leases As of June 30, 2024, we operated 277 communities under long-term leases (263 operating leases and 14 financing leases). The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, we guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or leased property revenue. Approximately 88% of our community lease payments for the six months ended June 30, 2024 are subject to a weighted average maximum annual increase of 2.7% for community leases subject to fixed annual escalators or variable annual escalators based on the consumer price index subject to a cap. The remaining community lease payments are subject to variable annual escalators primarily based upon the change in the consumer price index. We are responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The lease terms generally provide for renewal or extension options from 5 to 20 years, and, in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios. Our lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Certain leases contain cure provisions, which generally allow us to post an additional lease security deposit if the required covenant is not met. Certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand, develop, or acquire senior housing communities and operating companies. For the six months ended June 30, 2024 and 2023, our cash lease payments for our operating leases were $133.1 million and $122.4 million, respectively, and for our financing leases were $10.7 million and $20.0 million, respectively. For the twelve months ending June 30, 2025, we will be required to make $274.6 million of cash lease payments in connection with our existing operating and financing leases. Debt and Lease Covenants Certain of our long-term debt and lease documents contain restrictions and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. Net worth is generally calculated as stockholders' equity as calculated in accordance with GAAP, and in certain circumstances, reduced by intangible assets or liabilities and/or increased by accumulated depreciation and amortization, and/or further adjusted for certain other specified adjustments. The debt service and lease coverage ratios are generally calculated as revenues less operating expenses, including an implied management fee and a reserve for capital expenditures, divided by the debt (principal and interest) or lease payment. These covenants include a requirement contained in certain of our long-term debt documents for us to maintain liquidity of at least $130.0 million at each quarter-end determination date. As of June 30, 2024, our liquidity was $345.8 million. In addition, our debt and lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Furthermore, our mortgage debt is secured by our communities and, in certain cases, our long-term debt and leases are secured by a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or 38 lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default. As of June 30, 2024, we are in compliance with the financial covenants of our debt agreements and long-term lease agreements. Non-GAAP Financial Measures This Quarterly Report on Form 10-Q contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with GAAP. Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting our performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. We caution investors that amounts presented in accordance with our definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. We urge investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP. Adjusted EBITDA Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, cost reduction, or organizational restructuring items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, and transaction and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance. We believe that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to our financing and capital structure and other items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods; (iii) we believe that this measure is used by research analysts and investors to evaluate our operating results and to value companies in our industry; and (iv) we use the measure for components of executive compensation. Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate our business under our current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of our communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) we may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect our operating results. 39 The table below reconciles Adjusted EBITDA from net income (loss). Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Net income (loss) $ (37,742) $ (4,526) $ (67,323) $ (49,089) Provision (benefit) for income taxes 449 275 409 847 Equity in (earnings) loss of unconsolidated ventures — 1,153 — 1,730 Non-operating loss (gain) on sale of assets, net (199) (860) (903) (860) Other non-operating (income) loss (199) (3,197) (3,537) (6,346) Interest expense 61,567 54,435 119,254 114,146 Interest income (4,714) (6,115) (9,492) (11,441) Income (loss) from operations 19,162 41,165 38,408 48,987 Depreciation and amortization 88,028 84,448 174,155 169,382 Asset impairment — 520 1,708 520 Loss (gain) on sale of communities, net — (36,296) — (36,296) Operating lease expense adjustment (13,483) (11,557) (26,572) (22,362) Non-cash stock-based compensation expense 3,975 2,969 7,248 6,073 Transaction and organizational restructuring costs 134 123 485 3,691 Adjusted EBITDA $ 97,816 $ 81,372 $ 195,432 $ 169,995 Adjusted Free Cash Flow Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define 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 assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for our communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities. We believe that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective sources of operating liquidity, and to review our ability to service our outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed. Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect our liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons. 40 The table below reconciles Adjusted Free Cash Flow from net cash provided by (used in) operating activities. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Net cash provided by (used in) operating activities $ 55,670 $ 63,824 $ 54,524 $ 87,866 Net cash provided by (used in) investing activities (68,457) (41,891) (75,403) (103,910) Net cash provided by (used in) financing activities (20,375) (50,093) 33,715 (49,922) Net increase (decrease) in cash, cash equivalents, and restricted cash $ (33,162) $ (28,160) $ 12,836 $ (65,966) Net cash provided by (used in) operating activities $ 55,670 $ 63,824 $ 54,524 $ 87,866 Distributions from unconsolidated ventures from cumulative share of net earnings — (430) — (430) Changes in prepaid insurance premiums financed with notes payable (7,617) (6,301) 15,702 13,004 Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases (1,051) — (1,300) (2,244) Non-development capital expenditures, net (52,325) (64,815) (102,916) (127,727) Property and casualty insurance proceeds 62 2,367 2,704 8,789 Payment of financing lease obligations (265) (2,126) (527) (7,978) Adjusted Free Cash Flow $ (5,526) $ (7,481) $ (31,813) $ (28,720)