Core Viewpoint - Brookdale Senior Living Inc. supports the recommendation from Institutional Shareholder Services (ISS) against granting control of the Board of Directors to Ortelius, emphasizing the lack of a clear performance assessment and feasibility details in Ortelius' plan [1][2]. Group 1: Board Composition and Expertise - Brookdale urges shareholders to vote for all eight of its highly qualified director nominees, highlighting the critical skillsets of directors Lee Wielansky and Victoria Freed, which are essential for the company's strategic direction and operational efficiency [1][2][10]. - The company argues that replacing Wielansky or Freed with Ortelius' nominees would deprive the Board of necessary expertise and institutional knowledge, potentially impairing the recruitment of a new CEO and jeopardizing shareholder value [2][9]. - Wielansky's extensive operational experience in real estate and his leadership in optimizing Brookdale's portfolio are presented as vital for the company's ongoing strategy [4][6]. Group 2: Critique of Ortelius' Candidates - Ortelius candidate Lori Wittman has limited experience in senior living, primarily focused on financial management in REITs, which does not align with Brookdale's operational needs [3]. - Ortelius candidate Steven Vick has not held significant leadership roles in over two decades, raising concerns about his qualifications and experience relevant to Brookdale's scale and operations [7]. - The company emphasizes that the current Board's composition, including experienced directors, is crucial for effective oversight and support during a pivotal time for the company [9]. Group 3: Strategic Direction and Shareholder Value - Brookdale's Board has intentionally refreshed its composition to balance tenure and skillsets, ensuring that the company can effectively navigate its strategic priorities and enhance shareholder value [10][11]. - The company asserts that its eight director nominees collectively possess the right mix of expertise necessary for continued financial and operational performance [10].

Core Viewpoint - Brookdale Senior Living Inc. emphasizes the importance of its refreshed Board of Directors and management team in driving the company's success and urges shareholders to support its nominees against Ortelius' attempt to take control, which could disrupt operational progress and the ongoing CEO search [1][2][3]. Group 1: Board and Management - The Brookdale Board and management have a proven track record in optimizing the company's real estate portfolio and enhancing operational performance [2]. - The Board has streamlined operations, simplified the business, rationalized the lease portfolio, and reduced leverage, with a 19% reduction in leased units since Q1 2021 [2]. - The Board consists of eight highly qualified directors with diverse skills relevant to Brookdale's strategy, including healthcare, finance, hospitality, and senior living experience [2][8]. Group 2: Financial Performance - Brookdale's Adjusted EBITDA Margin improved to over 11% in 2023 and 12% in 2024, with expectations of being Adjusted Free Cash Flow positive in 2025, ranging from $30 million to $50 million [2]. - In Q1 2025, Adjusted EBITDA increased by 27.2% year-over-year, approximately 255% higher than Q1 2021, with a $7.5 million increase in the midpoint of Adjusted EBITDA guidance [2]. - The company's Trailing Twelve Months Adjusted EBITDA after cash financing lease payments more than doubled since 2022, achieving a 10x reduction in Annualized Leverage since pandemic highs [2]. Group 3: Shareholder Engagement - Brookdale strongly urges shareholders to vote "FOR" only its eight director nominees on the BLUE proxy card, emphasizing the importance of their vote regardless of the number of shares owned [3][4]. - The company has been open to shareholder recommendations for director candidates, appointing three since 2015 [2].

Company Overview - Brookdale Senior Living Inc. is the leading operator of senior living communities in the United States, with 647 communities across 41 states and the capacity to serve approximately 58,000 residents as of March 31, 2025 [1] - The company offers a range of living options including independent living, assisted living, memory care, and continuing care retirement communities, focusing on empowering seniors to live with dignity and purpose [1] - Brookdale emphasizes its commitment to compassionate care, clinical expertise, and exceptional service, guided by its core values of passion, courage, partnership, and trust [1] Occupancy Performance - In May, the consolidated weighted average occupancy increased by 190 basis points year-over-year and 20 basis points sequentially to reach 80.0%, marking a significant milestone for the portfolio [3] - The same community weighted average occupancy for May was 80.6%, also reflecting a sequential increase of 20 basis points compared to April [3] - The month-end occupancy for same communities grew by 50 basis points sequentially to 82.1%, representing the highest month-end sequential increase in the last nine months [3] - For the second quarter to date, the consolidated weighted average occupancy stands at 79.9%, which is a 60 basis point sequential increase from the first quarter [3] - The month-end occupancy growth in May 2025 accelerated to 50 basis points sequentially from April, compared to a 30 basis point increase in the same period last year [3]

Core Viewpoint - Brookdale Senior Living Inc. is urging shareholders to vote for its eight highly qualified director nominees on the BLUE proxy card, emphasizing the lack of relevant experience among the nominees proposed by Ortelius Advisors, L.P. [1][2][4] Group 1: Board Composition and Strategy - Brookdale's Board is described as refreshed and well-rounded, consisting of eight highly qualified nominees with expertise necessary for positive financial and operational performance [2][6] - The Board has added four new directors in the past year, enhancing its composition with strong backgrounds in real estate, healthcare, operations, and senior housing [6][12] - The current Board is committed to executing a clear strategy, including the search for a new CEO, and believes that replacing any directors at this time would impair the company's success [4][5] Group 2: Comparison with Ortelius Nominees - Ortelius is attempting to take control of the Board with nominees who lack relevant experience in critical areas such as healthcare and hospitality, which are essential for Brookdale's operations [4][13] - The Brookdale Board argues that electing Ortelius' nominees would undermine the progress made and put shareholder investments at risk [4][18] - Brookdale's nominees possess a diverse range of skills, including healthcare leadership, financial expertise, and operational experience, which are deemed superior to those of Ortelius' candidates [12][18] Group 3: Financial Performance - Brookdale reported positive adjusted free cash flow and adjusted EBITDA that exceeded internal expectations in the first quarter of 2025, indicating successful execution of key initiatives [20][23] - The company achieved an 80% same community weighted average occupancy, a 4.9% growth in consolidated RevPAR year-over-year, and a 90 basis points expansion in same community operating income margin year-over-year [23][24] - Brookdale's performance metrics have outperformed those of its peers, including Sonida Senior Living, Inc., in key areas [21][24] Group 4: Governance Practices - The Board emphasizes its commitment to best practices in corporate governance, including annual elections of all directors and policies against hedging and pledging of securities [7][8] - Governance enhancements are actively being reviewed, including director tenure and performance-based long-term incentive awards [8][19] - The Board's structure includes fully independent standing committees and a majority vote standard for non-contested elections, ensuring accountability to shareholders [7][8]

Core Viewpoint - Brookdale Senior Living Inc. (BKD) reported a first-quarter loss and experienced a decline in share price despite some revenue growth, primarily due to rising operational costs and decreased interest income [1][2]. Financial Performance - BKD incurred a first-quarter loss of 11 cents per share, which is an improvement from a loss of 13 cents in the prior year [2]. - Total revenues increased by 4% year over year to $813.9 million, driven by higher resident and management fee revenues, but fell short of the Zacks Consensus Estimate by 0.8% [2]. - Resident fees reached $777.5 million, up 4.5% year over year, but were below the consensus estimate of $781.3 million [3]. - Management fees rose slightly by 0.1% year over year to $2.6 million, missing the consensus mark of $2.7 million [3]. Operational Metrics - Revenue per occupied unit (RevPOR) increased by 3% year over year, attributed to annual rate increases [4]. - Weighted average occupancy improved by 140 basis points year over year to 79.3% [4]. - Revenue per available unit (RevPAR) saw a 4.9% year-over-year increase [4]. Cost Structure - Facility operating expenses totaled $557 million, reflecting a 2.7% year-over-year increase due to higher wage rates and utility costs [4]. - General and administrative costs rose by 4.7% year over year to $47.9 million [4]. - Interest income decreased by 23.7% year over year to $3.6 million [5]. Net Loss and Cash Flow - The net loss for the quarter was $65 million, wider than the previous year's loss of $29.6 million, primarily due to increased operating and interest expenses [5]. - Adjusted EBITDA rose by 27.2% year over year to $124.1 million [5]. - BKD generated $23.4 million of net cash from operations, a significant improvement from a net cash usage of $1.1 million in the prior year [7]. - Adjusted free cash inflow was $3.8 million, compared to an outflow of $26.3 million in the previous year [7]. Balance Sheet Overview - As of March 31, 2025, BKD had cash and cash equivalents of $239.7 million, down from $308.9 million at the end of 2024 [5]. - Total assets decreased to $6.2 billion from $6.3 billion at the end of 2024 [6]. - Long-term debt increased to $4.2 billion from $4 billion as of December 31, 2024 [6]. - Total equity dropped to $148.1 million from $213.9 million at the end of 2024 [6]. Future Outlook - Management now estimates RevPAR growth for 2025 in the range of 5%-5.75%, an increase from the previous estimate of 4.75%-5.75% [8]. - Adjusted EBITDA is projected to be between $440-$450 million, up from the earlier range of $430-$445 million [8]. - Non-development capital expenditures are expected to remain within $175-$180 million for 2025 [8].

Brookdale Senior Living (BKD) 2025 Conference Summary Company Overview - **Company**: Brookdale Senior Living (BKD) - **Event**: 2025 Conference held on May 20, 2025 Key Industry Insights - **Occupancy Trends**: - Significant momentum in occupancy growth observed in Q1 2025, surpassing typical seasonal trends [3][4] - Year-over-year move-ins increased by 3% compared to the prior year and 12% over historical averages [5] - Move-outs decreased by 3% year-over-year, contributing positively to occupancy [5] - Same-store occupancy remained flat at 80%, which is crucial for covering fixed costs [6] - **Market Positioning**: - The company is experiencing a favorable demographic tailwind, with constraints on new supply in the senior housing market [35] - Brookdale's strategy focuses on addressing clinical challenges and enhancing resident quality of life through programs like Health Plus [36] Financial Performance - **Cash Flow and Occupancy**: - Adjusted free cash flow was positive in Q1 2025, attributed to reaching the 80% occupancy milestone [6] - The company aims to reduce leverage, targeting a low nine times leverage ratio by the end of the year [41] - **Portfolio Optimization**: - Plans to exit 55 non-core Ventas communities and an additional 14 assets by the end of 2025 [15][21] - The strategy includes evaluating community performance and potentially disposing of underperforming assets [16][17] Strategic Initiatives - **Health Plus Program**: - Aimed at providing holistic care through technology-enabled coordination, showing better occupancy growth and lower associate turnover in participating communities [25][26][27] - Rollout to 58 additional communities planned for the latter half of 2025 [26] - **Marketing Strategy**: - Shifted focus to internal marketing due to disruptions in third-party lead sources, resulting in improved move-ins [10][38] - Enhanced digital and direct mail marketing efforts to attract potential residents [38] Management and Leadership - **CEO Transition**: - The company is undergoing a CEO search, with a focus on finding a candidate with operational improvement skills and strategic vision [32][34] - The board emphasizes continuity in the company's long-term strategy despite management changes [32] Macro Environment Considerations - **Economic Factors**: - Cautious outlook on macroeconomic conditions, particularly regarding labor costs, which constitute 65% of total costs [44] - The company benefits from being 94% private pay, insulating it from government funding fluctuations [46][47] Conclusion - Brookdale Senior Living is positioned for growth with a strong focus on occupancy improvement, strategic asset management, and innovative care programs. The company is navigating a transitional phase in leadership while maintaining a commitment to enhancing resident care and operational efficiency.

Core Points - Brookdale Senior Living Inc. is urging shareholders to vote "FOR" its eight nominees listed on the BLUE proxy card in the upcoming 2025 Annual Meeting scheduled for July 11, 2025 [1][2] - The company has filed its definitive proxy statement with the SEC and launched a dedicated website for shareholder information [1][2] - The Board emphasizes its strategic initiatives aimed at enhancing shareholder value and highlights the poor engagement record of Pangaea Ventures, L.P., which seeks to replace six of the eight nominees [2][5] Company Strategy and Performance - The Board has implemented a clear strategy focused on streamlining operations, simplifying the business, and reducing leverage, resulting in a first quarter 2025 same community weighted average occupancy rate of 80% [4][10] - Brookdale's 2025 financial guidance has been raised, with RevPAR growth expectations adjusted from 4.75%-5.75% to 5.00%-5.75% and Adjusted EBITDA guidance increased from $430 million - $445 million to $440 million - $450 million [10][11] - The company is positioned to capitalize on demographic trends, with over one million seniors turning 80 each year through 2036, while new construction of senior housing remains low [14][15] Board Composition and Governance - The Board has undergone significant refreshment, with an average tenure of less than four years expected post-Annual Meeting, and has appointed two new independent directors with extensive industry experience [18][19][20] - The Board is committed to good governance, including a review of director tenure and performance-based long-term incentive awards in response to shareholder feedback [21][22] - The Board's proactive engagement with shareholders and efforts to maintain a constructive dialogue with Ortelius are highlighted, despite Ortelius's poor engagement record [22][26] Market Position and Future Outlook - Brookdale's portfolio is strategically focused on assisted living and memory care services, which are expected to yield higher margins due to the aging baby boomer demographic [15][16] - The company anticipates that returning to a pre-pandemic weighted average occupancy rate of 84.5% could generate approximately $170 million in incremental revenue and $125 million in incremental operating income [12] - Brookdale is well-positioned to address the growing demand for senior living services, with a needs-based product mix that caters to an older population facing chronic conditions [13][15]

Company Operations - As of March 31, 2025, the company operates 647 senior living communities across 41 states, serving approximately 58,000 residents[94]. Financial Performance - The company reported a net loss of $65.0 million for the three months ended March 31, 2025, an increase of $35.4 million, or 119.7%, compared to the net loss of $29.6 million in the same period in 2024[103]. - Adjusted EBITDA for the three months ended March 31, 2025, was $124.1 million, reflecting an increase of $26.5 million, or 27.2%, compared to $97.6 million in the same period in 2024[103]. - Resident fees for the three months ended March 31, 2025, increased by $33.2 million, or 4.5%, compared to the same period in 2024, driven by a 2.8% increase in same community RevPOR and a 130 basis point increase in same community weighted average occupancy[103]. - Resident fees increased by 4.5% to $777,454,000 in Q1 2025 from $744,241,000 in Q1 2024[109]. - Facility operating expenses rose by 2.7% to $556,987,000 in Q1 2025 compared to $542,550,000 in Q1 2024[109]. - The increase in net loss was attributed to the loss on extinguishment of financing obligations, increased facility operating expenses, and higher interest expenses, despite the rise in resident fees[106]. Segment Performance - In the Independent Living segment, resident fees grew by 5.5% to $157,117,000 in Q1 2025 from $148,948,000 in Q1 2024[111]. - Assisted Living and Memory Care segment resident fees increased by 4.4% to $533,379,000 in Q1 2025 compared to $510,872,000 in Q1 2024[114]. - CCRC segment resident fees rose by 3.0% to $86,958,000 in Q1 2025 from $84,421,000 in Q1 2024[118]. Expenses and Costs - Facility operating expenses rose by $14.4 million, or 2.7%, primarily due to a 3.2% increase in same community facility operating expenses, influenced by wage rate increases and higher utilities costs[104]. - General and administrative expenses increased by 4.7% to $47,874,000 in Q1 2025 from $45,732,000 in Q1 2024[121]. - Interest expense increased by 12.7% to $65,031,000 in Q1 2025 compared to $57,687,000 in Q1 2024[121]. Cash Flow and Liquidity - The company reported a net cash provided by operating activities of $23.4 million for the three months ended March 31, 2025, compared to a net cash used of $1.1 million in the same period of 2024, representing an increase of $24.5 million[130]. - The company experienced a significant increase in net cash used in investing activities, totaling $(326.8) million, primarily due to $311.0 million paid for the acquisition of formerly leased communities[131]. - The company had total liquidity of $306.0 million as of March 31, 2025, which included $239.7 million of unrestricted cash and cash equivalents, a decrease of $83.3 million from $389.3 million as of December 31, 2024[137]. - As of March 31, 2025, the company’s current liabilities exceeded current assets by $101.7 million, indicating potential liquidity challenges[138]. Debt and Financing - As of March 31, 2025, the company had $4.3 billion of debt outstanding at a weighted average interest rate of 5.21%, with 87.7% of total debt representing non-recourse property-level mortgage financings[135]. - The company had $3.1 billion of long-term debt with a weighted average fixed interest rate of 4.59% as of March 31, 2025[168]. - The company also had $1.2 billion of long-term variable rate debt with a weighted average interest rate of 6.78% as of March 31, 2025[168]. - The company completed the refinancing of all mortgage debt maturities due in 2025, but faces potential challenges in obtaining refinancing for 2026 and later maturities[140]. - The company is in compliance with the financial covenants of its debt agreements and long-term leases as of March 31, 2025[156]. Future Expectations - The company expects organizational restructuring costs related to recent senior leadership changes to be approximately $5,000,000 in Q2 2025[122]. - The company expects its full-year 2025 non-development capital expenditures to be between $175.0 million and $180.0 million, funded from cash on hand, cash equivalents, and cash flows from operations[145]. - The company anticipates an annual interest expense increase of $3.6 million for a 100 basis point increase in SOFR as of March 31, 2025[171]. Tax and Deferred Benefits - The company recorded an aggregate deferred tax benefit of $15.9 million for the three months ended March 31, 2025, partially offset by a $14.7 million increase in the valuation allowance[126].

Financial Data and Key Metrics Changes - Brookdale Senior Living reported a consolidated RevPAR growth of 4.9% in Q1 2025, driven by an increase in weighted average occupancy [24] - Adjusted EBITDA for Q1 2025 was $124 million, representing a 27% increase year-over-year, exceeding internal expectations and analyst consensus [30] - Adjusted free cash flow turned positive at $4 million, a significant improvement from the previous year [30] Business Line Data and Key Metrics Changes - Same community RevPAR increased by 4.5% year-over-year, with a 130 basis point occupancy growth [26] - Same community operating income margin expanded by 90 basis points to 29%, the highest margin achievement in five years [28] - Labor expenses as a percentage of revenue improved by 90 basis points compared to the prior year [27] Market Data and Key Metrics Changes - First quarter move-ins were 3% above the prior year and 12% above the historic average, contributing to a weighted average occupancy increase of 140 basis points to 79.3% [24] - The company expects to exit another 55 leased communities and divest 14 non-core owned communities by year-end 2025 [17] Company Strategy and Development Direction - The company is focused on improving operating performance, optimizing its real estate portfolio, and reducing leverage to enhance shareholder value [12] - A leadership transition is underway, with a search for a new CEO aimed at driving operational improvements and strategic vision for the future [8][9] - The company plans to expand its health plus offering to 58 additional communities in 2025 to improve resident quality of life [15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strong start to 2025, raising annual guidance for both RevPAR and adjusted EBITDA [7][36] - The company acknowledges macroeconomic uncertainties but remains confident in its strategic plans and operational improvements [90][94] - Management is focused on addressing communities with occupancy below 70% and has implemented a SWAT team approach to drive improvements [35] Other Important Information - The board has appointed two new independent directors to enhance expertise and perspectives [10] - The company is actively evaluating additional disposition opportunities to unlock value from owned assets [82] Q&A Session Summary Question: Can you provide more details on your pricing strategy? - Management indicated that pricing promotions are being piloted in targeted areas to increase occupancy while maintaining rate discipline [44][46] Question: How should we think about the seasonality of margins throughout the year? - Management noted that Q1 typically has the highest margin due to fewer workdays, and they expect a headwind of approximately $10 million in adjusted EBITDA between Q1 and Q2 due to seasonal factors [55][39] Question: What initiatives are contributing to better occupancy results? - Management highlighted the ongoing SWAT team initiatives and targeted pricing strategies as key contributors to improved occupancy [64][66] Question: What is the board looking for in the new CEO? - The board is prioritizing candidates with operational expertise and strategic vision to propel Brookdale into the future [86] Question: Is the guidance raised due to Q1 outperformance? - Yes, the guidance was raised based on Q1 outperformance, particularly in occupancy and expense management [90]

Financial Data and Key Metrics Changes - Brookdale Senior Living reported a consolidated RevPAR growth of 4.9% in Q1 2025, driven by an increase in weighted average occupancy [25][32] - Adjusted EBITDA for Q1 2025 was $124 million, representing a 27% increase year-over-year, exceeding internal expectations and analyst consensus [32] - Adjusted free cash flow turned positive at $4 million, a significant improvement from the previous year [32][33] Business Line Data and Key Metrics Changes - Same community RevPAR increased by 4.5% year-over-year, with a weighted average occupancy of 80% [28] - Same community expense per occupied unit rose by only 1.6%, indicating effective cost management relative to revenue growth [29] - Operating income margin for same communities expanded by 90 basis points to 29%, the highest in five years [30] Market Data and Key Metrics Changes - The company experienced a 3% increase in move-ins compared to the prior year, significantly above historical averages [25] - The weighted average occupancy increased by 140 basis points to 79.3% in Q1 2025, reflecting positive market dynamics [25] Company Strategy and Development Direction - The company is focused on improving operational performance, optimizing its real estate portfolio, and reducing leverage to enhance shareholder value [13][19] - A leadership transition is underway, with the board seeking a new CEO to drive operational improvements and strategic vision [9][10] - The company plans to exit 55 leased communities and divest 14 non-core owned communities by year-end 2025, aiming for 75% of its portfolio to be owned [16][18] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strong start to 2025, raising annual guidance for RevPAR and adjusted EBITDA [24][39] - The company acknowledged macroeconomic uncertainties but remains confident in its strategic plans and operational improvements [95][99] - Management highlighted the importance of maintaining pricing power while balancing occupancy growth [62] Other Important Information - The company has appointed two new independent directors to enhance board expertise and oversight [12] - A focus on enhancing the quality of living environments for residents has led to multiple recognitions, including being named a "most loved workplace" by Newsweek [22] Q&A Session Summary Question: Can you elaborate on your pricing strategy? - Management indicated that pricing promotions are being piloted to boost occupancy while maintaining rate discipline [47][49] Question: What is the timeline for the impact of the First Impressions investment initiatives? - Management stated that targeted investments are expected to positively influence occupancy and rates, with budgeting for 2026 to begin later in the year [52][53] Question: How should we think about the seasonality of margins throughout the year? - Management explained that Q1 typically has the highest margins due to fewer workdays, with expected headwinds in Q2 from merit increases and additional workdays [58][60] Question: What initiatives are already contributing to better occupancy results? - Management noted that the SWAT teams and dynamic pricing strategies have been effective in improving occupancy [68][70] Question: What is the board prioritizing in the CEO search? - The board is looking for candidates with operational expertise and strategic vision to propel the company forward [90][91]