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Audra: Good morning. My name is Audra, and I will be your conference operator today. At this time, I would like to welcome everyone to the Brookdale Senior Living Fourth Quarter and Full Year Earnings Call. Today’s conference is being recorded. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question and answer session. At this time, I would like to turn the conference over to Jessica Hazel, Vice President, Investor Relations. Please go ahead.

Jessica Hazel: Thank you, and good morning. I’d like to welcome you to the fourth quarter and full year 2024 earnings call for Brookdale Senior Living. Joining us today are Cindy Baier, our President and Chief Executive Officer, and Dawn Kussow, our Executive Vice President and Chief Financial Officer. All statements today, which are not historical facts, may be deemed to be forward-looking statements within the meaning of the federal securities laws. These statements are made as of today’s date, and we expressly disclaim any obligation to update these statements in the future. Actual results and performance may differ materially from forward-looking statements. Certain of the factors that could cause actual results to differ are detailed in the earnings release we issued yesterday, as well as in the reports we file with the SEC from time to time, including the risk factors contained in our annual report on Form 10-K and quarterly reports on Form 10-Q.

I direct you to the release for the full Safe Harbor statement. Also, please note that during this call, we will present non-GAAP financial measures. For reconciliations of each non-GAAP measure from the most comparable GAAP measure, I direct you to the release and supplemental information which may be found at brookdaleinvestors.com and was furnished on an 8-K yesterday. Now I will turn the call over to Cindy.

Cindy Baier: Thank you, Jessica. Good morning to all of our shareholders, analysts, and other call participants. Welcome to our fourth quarter and 2024 year-end earnings. We are pleased to close the year by reporting fourth quarter RevPAR at the top and adjusted EBITDA above our previously provided guidance ranges. Dawn will cover the details of these fourth quarter results, while I will focus on our 2024 accomplishments and takeaways, as well as our 2025 expectations. We began last year with a steadfast commitment to our key strategic priorities and an expectation that through these, we would grow profitable occupancy in RevPAR, deliver meaningful adjusted EBITDA growth, and materially improve our adjusted free cash flow, all while remaining uncompromising in our dedication to the health and well-being of our residents and associates.

Reflecting on these 2024 financial priorities, weighted average occupancy grew 140 basis points. RevPAR increased 6.1%. Adjusted EBITDA grew over 15% and adjusted free cash flow improved nearly 40%, turning positive for the back half of 2024 in the aggregate. Together, these results demonstrate continued progress towards achieving our ultimate potential and have set the stage for growth momentum in 2025 and beyond. Even so, we have further to go. As we have shared previously, beginning in the second quarter, occupancy fell below our expectations, which impacted our annual financial results. 2024 move-outs, particularly controllable move-outs, were much improved to their 2023 level, and our move-ins remained above their pre-pandemic average.

Yet due primarily to a persistent disruption in lead flow from our two largest third-party paid referral partners, 2024 move-ins were below our expectations in the prior year. While we generate the majority of our move-ins internally, lower volume from these third parties meaningfully impacted occupancy beginning in the second quarter. As such, we immediately took action to redeploy marketing spend to internal marketing and advertising channels. We also strengthened our connections with regional and hyper-local paid referral sources to help offset the impact. At the same time, we increased our efforts with the largest of our paid referral partners and saw a promising rebound in performance. Through extraordinary efforts, our fourth quarter move-ins were above the prior year or 8% above our pre-pandemic average, and were the strongest fourth quarter move-in volume we’ve delivered since 2016.

It has taken time, and I remain cautiously optimistic, but I’m incredibly proud of these fourth quarter results, which reflect our unwavering dedication to delivering profitable occupancy growth. While our 2024 financial results reflect significant progress, they are only a small part of what we’ve accomplished. Brookdale is a business of people serving people. We build our business one relationship at a time. So it is vital that we attract, engage, develop, and retain the best associates. I could not be more pleased with the success of our efforts on this key strategic priority. In each of the last seven quarters, we have attained a year-over-year improvement in our trailing twelve-month turnover. This recorded more than thirteen percentage points of improvement in 2024 compared to 2023.

Additionally, retention of our key three leadership positions, which includes our executive director, health and wellness director, and sales director, also improved meaningfully in 2024. Leading this improvement was the executive director role, where we achieved retention growth in every quarter of 2024 compared to the prior year quarters. This is so impactful as executive directors who are in place at least two years typically achieve improved operational results, lower associate turnover, and higher resident and family satisfaction. I am grateful for the hard work at the community support centers and in the field, and I believe that their efforts on this critical priority are not only reflected in these metrics, but also in our being named as a top 200 most loved workplace by Newsweek in 2024.

Our workplace isn’t the only thing that differentiates Brookdale. I am incredibly proud of the positive outcomes our Brookdale Health Plus program continues to achieve. Health Plus, which was recognized as a 2024 Argentinian Best Best Award winner, is an innovative care delivery model designed to support an enhanced quality of life for our residents through technology-enabled, evidence-based preventive care coordination. It focuses on addressing the unique needs of older adults, particularly those with chronic conditions, by coordinating care and minimizing gaps, which are unfortunately common in the aging population. In 2024, we not only converted eighty additional assisted living communities to Health Plus communities, but also we received extremely favorable results from an expanded third-party analysis that measured our Health Plus resident outcomes.

In fact, the independent analysis determined that residents living in Health Plus communities had 80% fewer emergency room and urgent care visits, and 66% fewer hospitalizations compared to seniors with comparable conditions living at home. Health Plus is not only supporting positive resident outcomes, its success also can be measured in the operational results and resident satisfaction ratings of Brookdale Health Plus communities. In 2024, we once again received strong survey engagement from our residents and their families. There is always room for continued improvement, but I’m proud to share that across the vast majority of our customer satisfaction metrics, we achieved higher ratings compared to 2023. I am incredibly grateful that 94% of our residents shared that our associates treat them with courtesy and respect and that they feel safe and secure making a Brookdale community their home.

This same level of trust and satisfaction was reflected in Brookdale being recognized once again in 2024 with the most communities on U.S. News and World Report Best of Senior Living listings. Even more recently, we received an inaugural WTWH Healthcare PRISM Award for our strong social stewardship. This award recognized Brookdale for unwavering commitment to advancing Alzheimer’s research, support services, and care standards through advocacy, public awareness campaigns, and fundraising. I feel a deep sense of pride in this award, and I believe that each of the recognitions I’ve mentioned is a testament to the trust placed in us, the quality of the care we provide, and the unique Brookdale program that we believe supports improved resident and family outcomes and associate engagement.

Also, in 2024, we announced several strategic transactions as part of our ongoing efforts to optimize our portfolio and proactively manage our capital structure. The first of these transactions was a lease amendment with Omega Healthcare, which beneficially extended the lease term for a high-quality portfolio of assets while securing $80 million in landlord-funded capital, including $30 million rent-free. We then announced the execution of purchase agreements to acquire forty-one communities in three leased portfolios at a mid-eight percent cap rate on their combined operating income performance and total purchase price. By transitioning these communities from lease obligations to more favorable ownership structures at a lower cost, we are able to increase cash flow, reduce exposure to escalating lease costs, better capture long-term value creation opportunities, and achieve greater strategic flexibility to manage our portfolio effectively.

We have successfully closed on the first acquisition, with the remaining two transactions expected to close in the next few weeks. Most recently, we announced a favorable lease amendment involving a 120-community Ventas portfolio, which was set to mature at the end of 2025. As part of the agreement, we’ve extended the lease for sixty-five high-performing communities through 2035. We will receive a landlord-funded CapEx pool of $35 million, and we will be exiting fifty-five underperforming communities that lost $31 million of Brookdale cash flow over the four quarters prior to the lease restructuring. I am very pleased that we have solved the single largest capital structure issue that Brookdale has faced in the last decade. These 2024 portfolio management transactions are expected to drive meaningful improvements in cash flow and liquidity, increase the proportion of our owned real estate portfolio to over 75% of consolidated units by year-end, and support meaningful value creation for our shareholders.

Turning to our capital structure activity. Over the past twelve months, we have successfully addressed more than $1 billion of future maturities. As part of this significant achievement, we eliminated all 2025 debt maturities and reduced our 2026 maturities without extension options to just $44 million. This accomplishment is particularly meaningful given the $10 billion in 2025 senior housing industry loan maturities, as reported by NIC. Our teams have already begun addressing 2027 maturities, and thanks to the strong relationships we have cultivated with Fannie Mae, Freddie Mac, and multiple lending partners, we remain confident in our ability to successfully address these loans well before their maturity date. Looking now to 2025 and beyond, I am filled with optimism about the future of Brookdale Senior Living.

The senior living industry is experiencing a favorable environment and creating strong potential for future occupancy growth. For many years, inventory growth is near record lows, with construction starts at levels last seen during the Great Recession. In the fourth quarter, less than 2% of our communities faced new construction within twenty minutes. High interest rates, elevated construction labor costs, and lengthy development timelines suggest constrained supply will remain for the foreseeable future. Meanwhile, demand is surging as the U.S. population ages at an unprecedented rate. More than one million new seniors will enter the market annually through 2036, with the first baby boomers turning eighty this year. Challenges including older adults living alone and having multiple chronic conditions, as well as the loneliness epidemic, are driving a greater need for senior living services, particularly programs like Brookdale Health Plus and Engagement Plus, to not just support seniors with activities of daily living, but to support improved outcomes and quality of life for residents.

Our scale, clinical expertise, strong market presence, and concentration of needs-based services set us apart from others in our industry and make us uniquely positioned to meet this demand. We have built a strong foundation for success in an industry with tremendous long-term growth potential. Additionally, with 94% of revenue coming from private pay sources, we are less affected by fluctuations in Medicare and Medicaid programs compared to the broader industry. We expect our dedicated focus on steady and sustainable growth will enable us to return to generating positive adjusted free cash flow in 2025 while preserving tremendous future growth potential. By remaining steadfast in our commitment to our three strategic priorities, we will build upon our already strong foundation.

Beginning first with our priority to get every available room in service at the best profitable rate. To overcome the disruption in the paid third-party lead flow during 2024, we dedicated ourselves fully and were successful in addressing the challenge through a multi-pronged response, which provided us with valuable insights and proven techniques, which we believe will support our 2025 occupancy growth. As with previous years, we are committed to achieving profitable occupancy growth, which will be supported in 2025 by our annual and continued appropriate expense management while meeting our resident needs, providing high-quality care and personalized service, and remaining in compliance with applicable regulations. To appropriately balance affordability for our services with covering the necessary costs to provide high-quality care and services, our January 1st in-place pricing increase was lower than the prior year increase but above the pre-pandemic average rate increase.

Fourth quarter move-in volume provided positive momentum entering 2025, and when combined with the plans I just spoke to and the expected positive outcomes of our second and third strategic priorities, we expect to successfully deliver against this key strategic priority. Next, to attract, engage, develop, and retain the best associates. We will continue to prioritize programs that foster engagement and attract a mission-dedicated workforce who are able to collaborate effectively to provide a high-quality resident experience. Our efforts remain centered on programs that allow associates to grow and develop with us and focus on extending the length of employment of our Brookdale community leaders and hourly associates. This will enable us to further strengthen our teams, ultimately benefiting our residents and shareholders.

Our third priority is to earn resident and family trust and satisfaction through operational excellence and continual improvements in our high-quality care and personalized service offerings. Our efforts are centered on creating tools to improve the skills of our leaders and the consistency of our operations through new processes and training programs, as well as through programs like Brookdale Health Plus, which we plan to expand to additional communities in 2025, and Brookdale Engagement Plus, which I am excited to share more details of on future calls. Additionally, with further enhancements to our quality and experiential dining, we will raise the bar higher for our residents and associates. I am confident we are on the right path to deliver value for our shareholders through our commitment to providing our residents with a differentiated high-quality experience and by providing our associates with a company where they can be rewarded and achieve their growth potential.

With the progress that we have made on our capital structure, the simplification of our business, and the positive macroeconomic conditions providing a tailwind for our industry, our dedicated efforts in 2025 will center on operational excellence and driving profitable growth. We move forward with purpose and determination, and as a result, I am filled with tremendous optimism for Brookdale’s future.

Dawn Kussow: Thank you, Cindy. Good morning, and thank you for being here today. This morning, I’ll walk you through our fourth quarter results, speak to our recent transactions, and then provide commentary for 2025 financial expectations. I’ll begin with our fourth quarter revenue. Residency revenue grew 3.9% over the prior year quarter. This revenue increase was despite a 2.2% or approximately 1,100 units reduction in capacity since the beginning of the prior year quarter as we have selectively disposed of certain communities. Consolidated RevPAR grew 5.5%, which was at the top end of our previously provided guidance range. This year-over-year RevPAR growth was driven by a 100 basis point increase in weighted average occupancy and a 4.2% increase in RevPOR compared to the prior year fourth quarter.

This marked our twelfth consecutive quarter of triple-digit year-over-year occupancy increases. Compared to the third quarter, occupancy increased 50 basis points sequentially, which is ahead of the normal pre-pandemic seasonality for this period. Both move-ins and move-outs were better than their prior year levels, and as Cindy shared, we had more fourth quarter move-ins than in any of the last eight years for the comparable group. This not only benefited the fourth quarter but provides us with a more favorable starting point for 2025. Our fourth quarter RevPOR growth was relatively in line with our year-to-date trend, reflecting continued occupancy growth from lower acuity move-ins. These residents generally have a lower care rate at move-in but have longer lengths of stay, which benefits occupancy meaningfully over the long term.

Specific to the same community portfolio, fourth quarter RevPAR increased 5.2% over the prior year, driven by 90 basis points of occupancy growth and a 4% increase in RevPOR. Moving to fourth quarter expenses. Same community labor expense as a percent of revenue improved 40 basis points compared to the prior year fourth quarter. In fact, in every quarter of 2024, we delivered favorable labor results while continuing to remain focused on supporting resident satisfaction, meeting our residents’ needs, providing high-quality care and personalized service, and remaining in compliance with applicable regulations. Contributing to these favorable labor results were the benefit of sustainable occupancy growth, further reductions in premium labor, and improved turnover Cindy spoke to, which results in longer-tenured associates who become naturally more proficient in their roles.

As a percent of revenue, fourth quarter same community other facility operating expense increased 50 basis points year over year. As this expense line has been higher than prior year in each quarter of 2024, in addition to normal inflationary pressures and annual premium resets, I think it’s important to note again the impact of outsourcing our data centers, which changed the character of the spend from capital to expense. For the full year, this was a $6 million increase to same community other facility operating expense, but will be neutral from a cash flow perspective. Without the change in the characterization of spend, same community other facility operating expense as a percent of revenue 2024 compared to 2023. Fourth quarter same community operating income increased 4.4% year over year.

Now moving beyond same community level results. In the fourth quarter, we incurred approximately $3.5 million of natural disaster expense primarily related to hurricanes Helene and Milton. This compared to approximately $1 million in the third quarter and no natural disaster expense in the prior year fourth quarter. Fourth quarter general and administrative expense excluding transaction, legal, and organizational restructuring costs, and noncash stock-based compensation was 4.7% of revenue, a 30 basis point improvement from the prior year quarter. Lastly, cash operating lease payments were $56 million, which is in line with our previously provided expectations. These financial results culminated in fourth quarter adjusted EBITDA of approximately $99 million, which I am proud to say was above the top end of our guidance range once again.

Compared to the prior year fourth quarter, adjusted EBITDA grew 15%. Contributing to this meaningful growth was our year-over-year operating income increase, favorable general and administrative expense, and improved cash operating lease payments. Adjusted free cash flow was approximately $12 million negative for the fourth quarter. Working capital timing, primarily related to the seasonal real estate tax payments, was the main driver when comparing these fourth quarter results sequentially to the positive adjusted free cash flow we delivered in the third quarter. Importantly, and a key indicator for 2025 expectations, we achieved positive adjusted free cash flow in the second half of 2024. Fourth quarter non-development capital expenditures net, which is net of both insurance proceeds and landlord reimbursements, were $40 million.

Through beneficial lease terms that we successfully negotiated in our last several lease amendments, we received $17 million of landlord CapEx reimbursements in 2024, $9 million of which was reimbursed in the fourth quarter. As of December 31st, total liquidity was $389 million. We ended the year with annualized leverage of 10.4 times, which includes the timing impact of the lease portfolio we acquired in December. When you normalize for the impact of the trailing twelve-month cash facility lease payments associated with these communities, annualized leverage would have been 9.9 times. For the next several quarters, as we previewed in our September 2024 investor materials, our annualized leverage calculation will have a timing difference reflecting both the trailing twelve-month cash facility lease payments and the debt associated with the acquisitions.

Importantly, and as we’ve shared before, on a forward twelve-month basis, the annualized leverage impact from our beneficial acquisitions of previously leased communities is not expected to be material, and we expect continued adjusted EBITDA growth to improve annualized leverage. In addition to these acquisitions, we completed several other capital structure transactions, which are expected to provide meaningful benefits both in the immediate term and over the longer term. Cindy spoke to our recent Ventas lease amendment, which resolved our largest long-term capital structure issue and results in ongoing benefits to Brookdale. Regarding the amendment, we are pleased to have renewed our lease for sixty-five high-quality communities in existing Brookdale markets whose occupancy, RevPOR, RevPAR, and operating income margin exceed the nonrenewal portfolio.

The lease for the fifty-five remaining communities will terminate no later than December 31st, 2025. Of the fifty-five communities, forty-four of those are expected to transition to new operators no earlier than September 1st, 2025. At the time of transition, we will receive a corresponding cash rent. The remaining eleven communities are expected to be sold by Ventas, with the sale dates to be determined. Given the nonrenewal of the fifty-five communities and the uncertainty of their disposition timing, we deemed it appropriate to remove the communities from our same community portfolio effective January 1st, 2025, to provide the most effective information for forecasting purposes. You will see the same community group change in our first quarter reporting.

As part of the lease amendment, Ventas has agreed to make available a pool of $35 million for landlord-funded CapEx investments, up to $15 million per year. We believe this capital reimbursement and the financial benefit we expect to achieve from disposing of the negative cash flow group of communities will benefit our adjusted free cash flow beginning in 2025, with incremental adjusted free cash flow upside in 2026. Cindy also highlighted the continued proactive management of our debt structure. Notably, over the last several months, we refinanced two large agency loans, securing interest-only terms for the first two years and at rates lower than those in place at the time of closing. Additionally, we extended the maturities of two bank loans from 2025 to 2026, retaining one additional one-year extension option for each.

And we also executed a strategic exchange of a substantial portion of our convertible senior notes, extending their maturity from 2026 to 2029. As a result of these efforts, we eliminated all 2025 debt maturities and reduced our 2026 maturities without extension options to just $44 million. We are very pleased with each of these transactions, which strengthen our position for 2025 and beyond. Turning to our 2025 expectations. In yesterday’s press release, we guided to 2025 RevPAR growth of 4.75% to 5.75% over the prior year and adjusted EBITDA in the range of $430 million to $445 million. Each of these guidance ranges includes a number of assumptions, several of which I will speak to. But first, I’ll address our 2025 portfolio expectations, particularly as it relates to the planned Ventas community dispositions.

Solely for the purpose of establishing guidance, we have assumed an October 1st, 2025 disposition date for the fifty-five Ventas nonrenewal communities to be transitioned or sold. If the timing of these community dispositions varies from this guidance assumption, there may be variability in actual or future expected results, and we will provide updates as appropriate. More specifically, as of December 31st, 2024, we had 50,839 consolidated units as shown on page three of our financial supplement. Our guidance assumes that total average units will remain relatively in line with this volume through the third quarter of 2025. We then assume a step down in units to approximately 44,500 for the fourth quarter. These capacity expectations reflect only the dispositions and acquisitions that have previously been communicated.

Specific to our RevPAR guidance range, we are pleased with recent improvements in move-in volume, which supported strong January occupancy, providing solid momentum entering 2025. Consequently, and when coupled with the anticipated continued progress on our strategic priorities, we believe that 2025 in-year weighted average occupancy growth will accelerate from 2024 on improved move-in volume. Regarding rate, while higher than historic norms, we implemented a lower January 1st in-place resident rate increase than in the prior year. As a result of this, and the lower acuity move-in trend that I spoke to earlier, we expect year-over-year RevPOR growth in 2025 to moderate from the 2024 growth level. Lastly, from a 2025 quarterly trend, we believe both weighted average occupancy and RevPAR growth compared to the respective prior year quarters will be stronger in the fourth quarter than the first quarter as we lap the lead flow disruption from the paid third-party referral partners.

Moving to our adjusted EBITDA guidance range. As Cindy said, we have remained diligent in ensuring profitable occupancy growth, and as a result, we expect favorable flow-through of our 2025 revenue increase given the high fixed cost component of our business. Additionally, we are in the process of implementing a new ERP system, which is expected to provide long-term benefits to our associates and increase back-office efficiencies. Previously, we owned the related on-premise software license, which was largely capitalized, thus incurring minimal annual expense. With the introduction of the new ERP system, we have incorporated approximately $3 million of incremental facility operating expense into our 2025 guidance range. Additionally, we expect our 2025 general and administrative expense to increase over 2024, generally attributable to the annual merit increase and a normalized incentive compensation expense.

Lastly, regarding cash facility lease payments, we expect the first to third quarters of 2025 each to be approximately $57 million, assuming an October 1st disposition of the fifty-five Ventas communities. We then expect these payments to step down sequentially in the fourth quarter. We are pleased with our 2025 adjusted EBITDA expectations, which would result in 11% to 15% year-over-year growth. Through continued and sustainable adjusted EBITDA growth and proactive and favorable portfolio and capital structure management, we believe we have positioned Brookdale to deliver meaningfully positive adjusted free cash flow in 2025. Let me close by saying we are optimistic for our continued forward momentum and very confident that our disciplined approach to growth will deliver favorable results in 2025.

I’ll now turn the call back over to Cindy.

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

Audra: Thank you. We will now begin the question and answer session. We’ll take our first question from Tao Qiu at Macquarie.

Tao Qiu: Thank you. Good morning, everyone. I appreciate the annual guidance. With regards to the 4.75% to 5.75% RevPAR guidance in 2025, I’m curious if you could parse out the one-quarter impact from the Ventas lease amendment expected on October 1st. What would be the RevPAR growth without the benefit of that transaction? And if you could also share maybe the assumed range for rates and OpEx growth assumptions for the guidance? Thank you.

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

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

Cindy Baier: It’s a really good question, Tao. And let me just start by going back before I go forward. If you look at our last earnings release that we did, we reported year-over-year occupancy growth of 80 basis points for the month of October. And that was the most current data that we had at the time. And if you look at our January that we just recorded, we saw sort of occupancy growth of 120 basis points. So we’re already seeing the acceleration within our portfolio of the occupancy growth. But if I kind of step back and say, what’s next? Big picture, what we’re really trying to do is to deliver against our key strategic priorities. They’ve helped guide our profitable growth, and we’ve made tremendous progress towards getting to positive adjusted free cash flow.

What we accomplished so far makes Brookdale truly better and different, and we are going to continue to focus on both its competitors and sharing what makes Brookdale special and unique. Part of that is our mix of product types. Our portfolio is much more heavily skewed towards assisted living and memory care. And for us, the assisted living resident is about two years older, and so we’ll continue sort of focusing on the resident experience to capture that share. We’re going to expand Brookdale Health Plus to sixty additional communities later this year. That’s a big differentiator for us because families are looking for comprehensive care coordination. We are going to continue to implement Brookdale Engagement Plus, and that’s going to help our residents build meaningful friendships faster, and it will customize the resident experience so that every resident has a meaningful lifestyle that reflects their unique interests.

And then we hired a new head chef last year that is going to allow us to further enhance our already quality and experiential dining with the goal of making each dining opportunity a memorable experience. So that’s just part of the things that we’re doing on the resident side that are going to allow us to accelerate the growth, to capitalize on the very, very favorable supply-demand environment.

Tao Qiu: Very exciting. We’ll stay tuned. Thank you.

Dawn Kussow: Thanks, Tao. We’ll move next to Brian Tanquilut at Jefferies.

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

Cindy Baier: Yeah. I think the way that you open the question was a very good lead-in, Brian. Our primary financial goal in recovering from the pandemic was to get to adjusted free cash flow positive. That’s critical for our business for a number of reasons. And I couldn’t be more proud of our progress. We could have taken sort of one of two paths. Right? We could have pursued occupancy regardless of whether that occupancy would have driven improved cash flow, or we could have pursued cash flow growth. We chose the path to pursue cash flow growth, and looking back, I’m really confident that that was the right path. If you look at our 2024 RevPAR revenue per available unit, it’s 18% higher than 2019, and our operating income per available unit is 8% better than 2019.

And these results fully reflect the impact of any units that aren’t currently serving residents. So if you look at the second half of 2024, in the aggregate, we delivered positive adjusted free cash flow, and we’re expecting a meaningful build on this for the full year of 2025. Now I’m really proud of that, particularly given the impact of the disruption from the paid third-party lead source disruptions that we faced in 2024. At this point, we’ve more than recovered our pre-pandemic profitability per unit. Now as a company, we have much more opportunity for growth because we have communities that have rooms that aren’t currently serving residents. As those units become occupied, it’s going to drive higher RevPAR and a higher profitability level.

And we’re confident in this because there’s growing demand for our services. We have a needs-based product mix, and we have a naturally higher average age of move-in that’s associated with assisted living as compared to independent living. I think that’s an incredibly strong story and a difference in the strategy. Now specific to this year, I spoke to some of the initiatives in response to Tao’s question, but there’s a few other things that I’m really excited about. If you look at our associates, as I shared in our prepared remarks, our retention and turnover improvements have been incredible because of the investments that we’ve made. Given the success that we had enhancing our associate onboarding, we are now creating a new key three leadership onboarding process because our community leaders are so important.

We’re investing in our executive directors, and this includes a proprietary executive director certification program, which is part of our continued focus on effective performance management and accountability. We’re doing so many exciting things, and we’re so focused on this, but we also are going to improve the way that we tell our story to attract both residents and associates. And we’re building on the recent success that we had in the fourth quarter with marketing and advertising. This includes things like closely working with each community to help ensure that our leaders are leaning into the points of differentiation that make Brookdale unique and better and that they can articulate each community’s individual value, both the national brand with our unmatched scale and expertise, as well as their hyper-local points of differentiation.

Now given that we’re on the front end of an unprecedented target demographic growth for the industry, and we are able to recover more than our pre-pandemic profitability, we still have the opportunity to get that meaningful occupancy growth that gives us an exciting and incredibly bright future.

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

Cindy Baier: They’re really good questions, Brian. Let me start by just giving you a little bit of an insight about how we calculate our occupancy that’s different than the industry, and also how our business is different than the industry. If you look at the industry as a whole, 18% of assisted living residents rely on Medicaid to provide services. At Brookdale, that’s under 4%. And so this is really important because if you run a Medicaid community, usually, you’re running a very high occupancy community, often 95% to 100% occupancy, but it’s at a much lower margin. So we don’t have that as a big part of our portfolio, which is one structural reason why our occupancy shows naturally lower than the NIC data. Now I’ll tell you that also because of our focus on profitability, we absolutely chose to walk away from some Medicaid business because the reimbursement rate did not keep pace with the cost of providing services.

And we’re really focused on profitable occupancy growth. The other difference when you compare to NIC is the way that shared units are treated. And we’re pretty conservative in the way that we report our data. If we have a shared suite, and there’s only one person in the suite, we count that as 50% occupied. Others in the industry calculate that as 100% occupied. So that’s a pretty big difference. And then kind of moving to the political landscape, there’s a lot of things that COVID-19 really brought to light. And I think the most important thing is the critical role that seniors housing plays in the overall healthcare system. And I think this message is going to continue well into the future, even regardless of the outcome of any future elections.

But over the last several years, Brookdale and the industry trade association have spent a lot of time educating policymakers about our industry, and we’ll continue to do that. In particular, under the last Trump administration, Brookdale worked very closely with HHS and our industry to understand our concerns, and they helped us prioritize the seniors in the COVID response efforts. And we’re grateful to Congress. We’re grateful to President Trump for the COVID funding that we received, as well as other operators received. As we look at the change in administration, I think we really had the opportunity to continue to build on that. As the largest operator in the industry, we’ll be proactive in trying to shape federal policy that could have an impact on seniors in our industry.

And we will continue to pursue policy initiatives that increase access to senior living services and expand funding for programs to grow and develop the workforce that we need to provide services. They could be tax credits, which would help seniors afford senior living. And at the same time, we are expecting less regulatory activities at the federal level, and that is something that we view as very positive.

Brian Tanquilut: Awesome. Thank you, Cindy.

Dawn Kussow: Thanks, Brian. Next, we’ll go to Josh Raskin at Nephron Research.

Josh Raskin: Hi. Thanks. I wanted to talk about sort of, like, a steady state maybe after, you know, the assumed fifty-five communities in 4Q. But how do you think about your long-term EBITDA growth rate and maybe how many more years do you think you have of what you would consider to be above-average growth in EBITDA, you know, above steady state? And I know in the past, you’ve talked about that pre-pandemic occupancy rate. You’re running just over 500 basis points below that. Is that still a realistic target? And then maybe, you know, when do you think you get to that 84.5%?

Cindy Baier: So let me start by going back before going forward. That’s something I’m doing a lot of today. But 2024 was our third consecutive year of adjusted EBITDA growth in excess of $50 million. And if we deliver even the midpoint of our guidance range, 2025 will be the fourth consecutive year of this $50 plus million growth opportunity. Now when I think about the future going forward, we have been very disciplined about pursuing profitable occupancy growth, and we will continue to do that. Now what’s exciting to me about looking forward is that the demographics right in the sweet spot of where our portfolio is positioned haven’t hit us yet. Right? Our average age is about two years higher in assisted living, not quite two years, but almost two years higher in assisted living, which is where the majority of the portfolio sits.

So as I look forward, I see every year resulting in a growing and improving supply-demand gap. And our job really is to focus on how do we best capture that to better serve more residents and an attractive return to benefit our shareholders.

Josh Raskin: Okay. So is the fifty million, like, the right and, again, getting back to that five ten, is that so is the five hundred ten basis points occupancy. So that’s not, you know, getting back to eighty-four and a half. That’s not necessarily the goal, and maybe there’s not a time frame. It’s much more about, you know, this disciplined profitable growth.

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

Josh Raskin: And could you just put a little more color? I think you said significant or meaningful adjusted free cash flow in 2025. Is there a range of expectation for that?

Dawn Kussow: Josh, this is Dawn. There isn’t a range that we put out there on our adjusted free cash flow, but significant adjusted free cash flow is the expectation. And just to add to that, there’s still going to be seasonality. Right? And in the back of the investor deck, we have kind of shown the quarterly pacing. That doesn’t mean that we’re going to be positive in every quarter of the year. But when you look at the full year as a whole, we’re going to have meaningful adjusted free cash flow growth.

Josh Raskin: Alright. If I could sneak in one last one. I heard you mention something, Brookdale Engagement Plus. Is that a new initiative? Is there any color behind that?

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

Josh Raskin: Perfect. Thanks.

Dawn Kussow: Thanks. Our next question comes from Ben Hendrix at RBC.

Ben Hendrix: Good morning. Great. Thank you very much. Hi. How are you doing, guys? I just wanted to ask a question about some of the new mentioned earlier. You know, the support queue move-in activities weighted towards lower acuity volume. I just wanted to get an idea of how much that lower acuity mix that you saw was related to this change in internal and hyper-local paid referral sources, and if and how you see that phasing over the course of 2025 given the demographic tailwinds you talked about in programs like Health Plus, which may be more attractive to some of the higher acuity AL volume. Thanks.

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

Ben Hendrix: Great. Thank you. And just if I could sneak in one more, you talked about kind of, you know, your low mix in Medicaid. I was wondering if the Ventas leases that you walked away from, do they have an above-average mix of Medicaid volume, and how does that track versus your the portfolio that you’ve retained? Thanks.

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

Ben Hendrix: Thank you.

Dawn Kussow: Thanks, Ben. Next, we’ll go to Joanna Gajuk at Bank of America.

Joanna Gajuk: Hi. Good morning. Thanks so much for taking the question. So a couple of follow-ups. So on the Q1 comment, so as you mentioned, we are seeing higher flu incidents, right, in January and February. It sounds like you’re also seeing that. So would you assume for Q1 occupancy, do you assume sort of typical seasonality down seventy, eighty, but quarter over quarter, Q1, or do you assume even more of a because he’s on all the time.

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

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

Joanna Gajuk: Alright. Thank you for that color. I guess another clarification. So when you were talking about, you know, 2025, the full-year EBITDA guidance, right, and it applies, you know, sort of similar growth in of fifty million dollars year over year. Right? But I guess there’s a well, twenty-four million right here over year from the lower rent because of the leases that you are buying right on this accounting change. I can in the lease treatment already took effect in Q4 2024, so year over year in 2025, I guess, was the three quarters. And then there’s, I guess, in Q4 of 2025, there’s going to be the Ventas, the fifty-five communities being exited. So that would bring us to, like, ten million dollars, like, this operating code, but there’s also some, you know, cost that you incurred in 2024.

Right? There’s the hurricane cost in Q4, but there’s some winter storm caused in Q1. Can you walk us through sort of, you know, how to think about these pieces, you know, what’s driving the fifty million dollar year-over-year growth in your guidance for EBITDA.

Dawn Kussow: Yeah. Joanna, this is Dawn. I’ll start. And we’re really excited about the growth that our guidance range is 11% to 15% growth year over year. And as Cindy mentioned, the kind of, like, moving into the midpoint, our fifth straight year of fifty million dollars of adjusted EBITDA growth. I think one of the four, excuse me, the fourth straight year. One of the things that I would just clarify on the Ventas properties is we’ve drawn a line in the sand as of October 1st. And what the expectation is is maybe some noise on the transition. But, generally, what we’re thinking about how we’re thinking about it is the NOI impact and the rent impact is generally offsetting. And so as you think about that particular piece in the back half of the year, not a benefit from just the lease expense coming through there.

But if you think about our guidance range, we’ve guided to 4.75% to 5.75% RevPAR. We have talked about kind of the move-ins and move-out expectations there. And then translating that into our adjusted EBITDA, what we’re expecting is solid expense management. We’ve seen moderating costs. Both from the labor perspective, you know, food and utilities, they’ve moderated, but still are remaining high, but we fully expect to have strong expense management coming through for that growth.

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

Joanna Gajuk: Thank you. Anytime I please speak to her last question on the leases with Ventas, the changes there. Right? And I guess for 2025, first, you assume G&A costs, you know, increasing. But how should we think about because sort of the runway G&A? I mean, we’re talking about, you know, beyond 2025 because I assume there will be more in 2026. But is there any framework that we should consider when we’re thinking about, you know, the company adjusting the overhead cost to the, you know, smaller portfolio after you exit the leases on fifty-five communities? Thank you.

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

Joanna Gajuk: Thank you.

Dawn Kussow: Thanks, Joanna. And that was our final question for today’s Q&A. This concludes today’s conference call. Thank you for your participation. You may now disconnect.