Brookdale Senior Living - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 delivered continued operating momentum with consolidated weighted average occupancy at 80.1% (+200 bps YoY), Adjusted EBITDA at $117.1M (+19.7% YoY), and second consecutive quarter of positive Adjusted Free Cash Flow ($19.9M).
• Versus S&P Global consensus, BKD missed on revenue ($778.24M vs $817.63M) and EPS (-$0.18 vs -$0.14); management highlighted Adjusted EBITDA above internal expectations and analyst consensus on the call. Values retrieved from S&P Global.*
• Annual 2025 guidance was raised again: RevPAR YoY growth to 5.25–6.00% (from 5.00–5.75%) and Adjusted EBITDA to $445–$455M (from $440–$450M); Adjusted Free Cash Flow maintained at $30–$50M.
• Catalyst watch: CFO flagged seasonal headwinds and extra workdays/holidays producing ~-$10M sequential Adjusted EBITDA headwind in Q3; updated Ventas transition timing reduces FY25 Adjusted EBITDA by ~$2M vs prior modeling assumptions.

What Went Well and What Went Wrong

What Went Well

• Profitable occupancy inflection: consolidated weighted average occupancy >80% for first time since 2020, with month-end occupancy accelerating to 82.6% in July; same community occupancy 80.7% (+190 bps YoY).
• Strong cash generation: net cash provided by operating activities rose to $83.6M (+$27.9M YoY) and Adjusted Free Cash Flow improved to $19.9M from -$5.5M in Q2 2024.
• Guidance raised for second straight quarter; interim CEO emphasized “we’ve now surpassed the important 80% occupancy mark that is a critical inflection point for cash flow generation”.

What Went Wrong

• GAAP EPS and revenue below consensus; EPS -$0.18 and total revenue (excluding reimbursed costs basis used by S&P) $778.24M missed Street; Adjusted EBITDA growth was offset by higher wage, R&M, incentive comp, and advertising expense.
• G&A increased on one-time items: $10.4M in transaction, legal, and organizational restructuring costs tied to leadership change and stockholder advisory matters.
• Management flagged Q3 seasonal and calendar headwinds (utilities, extra workdays/holidays) and updated Ventas transition schedule as potential near-term drags on sequential margin/EBITDA.

Transcript

Speaker 4

Thank you and good morning. I'd like to welcome you to the second quarter earnings call for Brookdale Senior Living. Joining us today are Denise Warren, Interim CEO and Chairman of the Board, Dawn L. Kussow, Executive Vice President and Chief Financial Officer, and Chad White, EVP, General Counsel, and Secretary. 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 Brookdale expressly disclaims any obligation to update these statements in the future. Actual results and performance may differ materially from the forward-looking statements.

Certain of the factors that could cause the actual results to differ are detailed in the earnings release Brookdale issued yesterday, as well as in the reports Brookdale files with the SEC from time to time, including the risk factors contained in its 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, Brookdale will present non-GAAP financial metrics. For a confirmation that each non-GAAP metric is the most comparable GAAP metric, I direct you to the release and supplemental information which may be found at brookdale.investors.com and was furnished on an 8-K yesterday. Now, I will turn the call over to Denise.

Speaker 0

Good morning and welcome to Brookdale Senior Living's second quarter 2025 earnings call. It's a pleasure to be here today as Interim CEO. I'm joined by two integral members of the Office of the CEO: Dawn L. Kussow, our Chief Financial Officer, and Chad White, our General Counsel. This morning, I'll provide a high-level review of our second quarter results, followed by an update on the strategic priorities we outlined during the Q1 earnings call. I also will provide updates on a couple of other items of interest. After my remarks, Dawn will present a detailed overview of our second quarter financials, including guidance ranges and our outlook for the remainder of the year. Chad will join us for the Q&A session. Now, for second quarter highlights, Brookdale Senior Living delivered solid second quarter performance.

Despite the backdrop surrounding our annual shareholder meeting, the team remained focused and made progress on improving our operations and financial results. We also continued our ongoing portfolio optimization plan. Same community weighted average occupancy for the second quarter came in at 80.7%, growing 190 basis points over the prior year quarter. June month-end same community occupancy came in at 82.8%, which was 240 basis points higher than month-end occupancy in June 2024. July month-end occupancy came in at approximately 83.3%, which was 260 basis points higher than month-end occupancy in July 2024. Recall, roughly the 80% occupancy mark is a critical inflection point for cash flow generation at Brookdale Senior Living. While delivering occupancy growth, we also held a rate as RevPOR on a same community basis grew 2.4% year over year.

Now that our consolidated portfolio has weighted average occupancy greater than 80%, our focus will be on ensuring rate growth outpaces expense growth while not sacrificing occupancy. We are pleased to report that adjusted EBITDA for the company grew 19.7% quarter over quarter and is up 23.4% for the first half of the year. Most importantly, we continue to generate positive adjusted free cash flow for the second quarter in a row. Adjusted free cash flow came in at $20 million for the quarter versus a negative $6 million for 2024 second quarter. For the first six months of the year, our adjusted free cash flow is $24 million versus a negative $32 million for the same period last year. Note, our lease portfolio also generated positive adjusted free cash flow for both the first and the second quarters of 2025. Moving on to updates on our strategy.

As outlined last quarter, we believe our five-part strategy remains central to unlocking Brookdale's intrinsic value. To review each: One, improving operating performance. Operational excellence is critical to the success of Brookdale. Higher occupancy, improved rates, and robust cash flow will generate the capital necessary for reducing leverage and reinvesting in our business. We are working to accelerate profitable occupancy through revenue yield management, disciplined and appropriate expense oversight, strengthened operational accountability, and targeted strategic investment. Last quarter, we outlined a plan to pilot new incentives and pricing promotions to boost occupancy in selected communities. Many translated this statement into Brookdale as, quote, "slashing rate," end quote. I'll try to be more clear this quarter. Brookdale is not slashing rate. We remain focused on profitable occupancy and maximizing fixed cost leverage to grow EBITDA and free cash flow.

Maximizing fixed cost leverage means we must maintain an occupancy rate greater than 80% while continuing to ensure rate growth that exceeds expense growth. We saw the results of this effort during the quarter where both occupancy and rate grew over the prior year period. A further indicator of improved performance for the quarter can be seen in our occupancy bands. To elaborate, in Q1, there were 143 communities in our less than 70% occupancy band. That number improved by 10%, or 14 communities, to 129 during the second quarter. 50 of these are slated for disposition through either lease terminations or asset sales, and 38 are working with our SWAT teams. Of the remaining 41, 19 require only one, two, or three move-ins to advance to the next category.

Looking at the other end of the spectrum, those communities with greater than 95% occupancy grew from 73 in the first quarter to 88 in the second quarter, an increase of 15 communities or 21% improvement. Two SWAT teams are now in place, covering 137 communities. Team one is focused on underperforming high-opportunity locations requiring immediate attention. These properties have seen a 350 basis point occupancy increase and 7% RevPOR growth since Q4 when the team began its work. Team two is mainly dedicated to communities that collateralize our upcoming debt refinancings. In this group, we are working to enhance performance to maximize collateral value. These properties saw sequential occupancy growth of 200 basis points and enjoyed 150 basis points of sequential RevPOR growth since the team began its work in May.

We are making progress on structuring a permanent distressed asset team that will move across the portfolio, shoring up communities where performance is starting to wane. With a portfolio of just under 600 assets by the end of the year, there always will be some that need extra care and attention. We expect to have this team up and running by the end of the quarter. We are continuing a rigorous cost review to align our expenses with the size of our portfolio. As part of this effort, G&A expenses were reduced by $850,000 in Q2 versus Q1 and are down $1.2 million from Q2 2024. In each case, G&A expense excludes transaction, legal, and organizational restructuring costs, which does include costs incurred around our annual shareholder meeting and severance.

We are aware further progress needs to be made on our cost structure, and we will continue to focus our efforts on this area during the third quarter. Number two, optimizing our real estate portfolio. We continue to streamline our portfolio to focus on communities with the strongest long-term value creation potential. As of June 30, Brookdale Senior Living's consolidated portfolio was at 617 communities, 235 leased, and 382 owned. As announced previously, we plan to exit 55 leased assets by year-end. We received the transition schedule for these locations in early July, and based upon our review, it appears the communities with the most challenged performance will be transitioning later in the year. This compares to our original assumption for guidance modeling purposes that all communities would transition on October 1.

As such, we expect to have additional negative pressure on our consolidated financials during the transition time. Dawn L. Kussow has incorporated this new timeline in the updated guidance that she will speak to in a few minutes. During Q2, we closed on the sale of one owned community and the transition of one leased property. Of the remaining 13 previously announced dispositions, all but one are under contract. Also, we've recently identified another 28 assets that will be leaving the portfolio and expect those to transition over the next 12 to 18 months. As with the original 14 community dispositions announced last quarter, we believe the exit of this additional group will result in improved occupancy, RevPOR, adjusted EBITDA, and adjusted free cash flow, while generating cash proceeds that can be used for capital reinvestment and debt repayments.

Note, of the 41 assets to be sold, 27 are in the under 70% occupancy band. Three, capital reinvestment. Reinvestment in our communities is essential to maintaining market relevance and quality and to accelerating profitable occupancy growth. In Q2, we invested $49 million in the capital projects and have over 500 capital-related projects underway, from aesthetic upgrades to larger renovations. Four, reducing leverage. Deleveraging enhances financial resilience and shareholder value. While it will not happen overnight, we are working to reduce leverage meaningfully through continued adjusted EBITDA and cash flow growth, as well as portfolio optimization. To that end, during the second quarter, we reduced our adjusted annualized leverage from 9.7 times to 9.3 times. Recall, approximately 88% of our debt is non-recourse, secured by property-level mortgages. Upon asset sales, mortgage obligations are fully repaid, and excess proceeds may be deployed toward growth, reinvestment, or further debt reduction.

As noted earlier, during the quarter, we sold one owned asset, have LOIs or purchase agreements on an additional 13 assets, and have identified another 28 for disposition. As we have demonstrated, we are committed to taking appropriate actions to unlock the intrinsic value of our real estate to drive shareholder value creation, and we will continue to look for ways to optimize our portfolio and reduce our leverage profile. Nearly all of our debt is refinanced through 2026, and the team has made excellent progress working with our lenders on the 2027 tranches. Number five, elevating quality for residents and associates. Almost 50,000 seniors call Brookdale home, and over 36,000 associates choose us as their employer. This quarter, two of our culinary experts were recognized with Senior Housing Muses DIST Dining Innovation Awards.

Bethany Johnson, a District Director of Operations in Florida, was selected by the Florida Senior Living Association as Outstanding Operator of the Year for 2025. Our very own CFO, Dawn L. Kussow, was inducted into the McKnight's Women of Distinction Hall of Fame class for 2025, recognizing her outstanding talents and service to Brookdale. We are pleased the industry is recognizing the top talent that serves our residents every day. Moving on to shareholder engagement and the CEO search, we are grateful that each of our director nominees received the support of a majority of our shareholders at this year's annual meeting, and we appreciate the constructive feedback we received throughout the process. This feedback is instrumental in how we will slope Brookdale's path forward.

Management and the Board consider the feedback received from all shareholders to be important, and we will use it to further strengthen our governance and our operations, and we will refine how we communicate Brookdale's value proposition. As you review the information contained in our investor deck and supplements, we hope you will recognize many of your suggestions. Lastly, the CEO search committee has reviewed approximately 50 potential candidates, casting a wide net across senior housing, healthcare, hospitality, and real estate. The committee and full Board have interviewed a number of candidates, and with the annual meeting now behind us, we aim to conclude the process in the coming months. Out of respect for all participants in the process, we will not take questions on the search during today's call. To close, Brookdale's strategy is taking hold and driving improved performance.

We are energized by our strong momentum and the promising opportunities for growth that lie ahead. Thank you for your interest in and support of Brookdale. With that, I'll turn the call over to Dawn.

Speaker 5

Thank you, Denise. We were pleased with our continued operational progress, particularly with our occupancy growth during the quarter, which accelerated in May and June. Our operational improvements have been meaningful, and we are seeing the changes in our results. As a result of our progress, occupancy and adjusted EBITDA exceeded our expectations for the quarter, giving us confidence to raise our annual guidance ranges for the second quarter in a row. We had several operational successes this quarter. Our second quarter consolidated average occupancy of 80.1% is the first time we have delivered quarterly weighted average occupancy above 80% on a consolidated basis since the first quarter of 2020. The 80 basis point sequential occupancy growth was the strongest second quarter growth since 2022 and is evidence that our operational SWAT teams and other initiatives to drive occupancy continue to be effective.

As a result of these efforts, our sequential occupancy growth was better than the industry average, as reported by Nick, and better than the healthcare REIT's consolidated SHAP portfolio results. Our same community portfolio, which excludes the Vantage Transition assets, the 12 assets held for sale, and three other communities, had quarterly occupancy of 80.7%, a sequential increase of 70 basis points. We delivered $20 million of adjusted free cash flow, which is our second consecutive quarter of positive adjusted free cash flow. We also showed continued improvement in our occupancy bands with 14 or 10% fewer communities included in the less than 70% band for the second quarter of 2025 compared to the first quarter, while our over 95% occupancy band also grew by 15 communities or 21%. We had continued adjusted annualized leverage improvement.

As a result, we have improved our annual guidance for both year-over-year RevPOR growth and for adjusted EBITDA. We are pleased with our continued progress and are optimistic about the remainder of the year. Before I speak to that, I'll walk you through the details of our second quarter financials. I'll begin with second quarter revenue. Consolidated RevPOR grew 5.1% above the prior year in the second quarter, driven by an ongoing acceleration in year-over-year weighted average occupancy growth of 200 basis points. Second quarter move-ins were 7% above the prior year and 9% above historic average, while move-out volume was also beneficial to the quarter. Our consolidated weighted average occupancy increased 200 basis points year-over-year to 80.1% in the second quarter.

Year-over-year, our monthly occupancy growth continued to accelerate during the second half of the quarter and continued through July with a 250 basis point increase compared to July 2024. We saw a softness in our move-ins early in the second quarter. Consequently, we implemented strategic and selective incentives in addition to the other initiatives we've discussed to help drive move-in growth as we entered the important summer selling season. We expect these incentives to moderate as we move forward. June was a very strong move-in month, with June consolidated month-end occupancy at 82.2%. The full accretive impact of these positive occupancy results will be realized in the third quarter, while most of the cost of the strategic and selective incentives we had in place to help drive outsized occupancy performance in June is reflected in our second quarter results.

Second quarter consolidated RevPOR grew 2.4% over the prior year quarter, reflecting both resident rate increases, the ongoing trend of lower resident acuity, and to a lesser extent, the impact of the strategic and selective initiatives. I'll now pivot to same community results. There are 70 communities included in our consolidated portfolio that are excluded from our same community portfolio. Of the 70, 55 are the Vantage leased communities that we will not operate by year-end. Second quarter same community RevPOR increased 4.8% over the prior year, driven by 190 basis points of occupancy growth and a 2.4% increase in RevPOR. Our second quarter same community weighted average occupancy continued to accelerate with 70 basis points of sequential growth, which was significantly better than normal seasonality for this period. Moving to expenses.

On the same community basis, expense per occupied unit or ExPOR increased 2.3% over the prior year's second quarter compared to the 2.4% RevPOR growth, reflecting a positive RevPOR to ExPOR spread. Nevertheless, we recognize that there is more work to be done. Second quarter same community operating income was 4.9% better than the prior year, while the operating income margin was flat. There is seasonality associated with operating income margin, particularly as you compare first quarter to second quarter when our labor expense base is impacted by the full impact of annual associate merit increases, as well as an extra day of expenses.

Remember that 2024 was a leap year with the same number of days in the first and second quarter of 2024, and consequently, the second quarter of 2024 did not see the same seasonal sequential operating income margin decline that we typically see from first quarter to second quarter. 2025 results reflected a more normalized year. Now, moving beyond same community level results, we continue to see improvement in our general and administrative expense as reflected in our adjusted EBITDA results. As a % of revenue, general and administrative expense improved 40 basis points to the second quarter of 2024, excluding non-cash SaaS-based compensation expense and transaction, legal, and organizational restructuring costs. We remain prudently focused on an appropriate cost structure for the expected changes in our portfolio and are seeing the benefits of these efforts reflected in our second quarter results. Lastly, cash operating lease payments were $57 million.

As reported in yesterday's press release, second quarter adjusted EBITDA was $117 million, or 20% above the prior year quarter. We're very pleased to have delivered this significant growth in second quarter adjusted EBITDA, which was above internal expectations and analyst consensus estimates, and believe it is a reflection of our improving operational performance. To that end, second quarter adjusted free cash flow increased $25 million over the prior year quarter to a positive $20 million. We still expect $30 million to $50 million of adjusted free cash flow for the full year 2025. Notably, both our owned and leased portfolios were adjusted free cash flow positive. As of June 30th, total liquidity was $350 million, a $44 million sequential increase.

The primary drivers of our increase in liquidity were a positive adjusted free cash flow and a new letter of credit facility which freed up capacity on our line of credit. With our strong adjusted EBITDA results, we continue to make progress on our adjusted annualized leverage, improving almost half a turn sequentially to 9.3 times. With meaningful adjusted EBITDA growth and the cash flow generation power that comes from 80+% occupancy, we expect annualized leverage to significantly decline over the coming years, with additional deleveraging to result from the disposition transactions Denise previously mentioned. Lastly, before turning to our guidance, I want to comment on updates to our investor presentation. As we worked with many of our shareholders recently, we have added slides 16 to 18 to our presentation. The slides articulate Brookdale Senior Living's significant value proposition given the robust supply and demand tailwinds.

With limited new supply and growing demand, we see significant long-term organic growth potential, particularly as we move communities higher in the occupancy bands and drive higher RevPOR and operating income due to the significant operating leverage of our fixed cost structure. Turning now to 2025 expectations. As reflected in yesterday's press release, given our strong second quarter results, we have improved our annual guidance for both year-over-year RevPOR growth and for adjusted EBITDA. We now expect 2025 RevPOR growth in the range of 5.25% to 6% over the prior year. Teams throughout our organization are committed to the plans Denise Warren spoke about to accelerate profitable occupancy growth, and we've reflected that commitment in our expectations.

Also reflected in our RevPOR guidance range is the normal sequential step-down in RevPOR dollars each quarter of the year as newer residents generally move in with lower acuity and therefore have a lower care rate than existing residents. We remain optimistic that both weighted average occupancy and RevPOR growth compared to the respective prior year quarters will be even stronger in the fourth quarter of 2025 than we just delivered in the second quarter. Our raised 2025 adjusted EBITDA guidance range of $445 million to $455 million incorporates these favorable top-line expectations. Our initial guidance for 2025 assumed an October 1, 2025 transition date for all 55 Vantage non-renewal communities to be transitioned or sold.

Our revised guidance range gives effect to updated expectations on the actual timing of the various transitions, which are now expected to have a negative adjusted EBITDA impact of approximately $2 million as compared to our previous guidance. Without the impact of this change, our updated adjusted EBITDA guidance would have been higher by approximately $2 million. To the extent that the transition timeline is not achieved as expected, it may further impact our consolidated results. We remain diligent in our focus on profitable occupancy growth, and as a result, we expect continued leverage from our increasing occupancy given the high fixed cost nature of our industry. When thinking about our annual guidance and specifically when modeling the second half of the year compared to the first half results, it is important to remember a few factors, many of which are shown on the last page of our investor presentation.

As reflected in our revised guidance, one cannot simply double the first half performance to determine full-year expectations. First, when considering the day count of the fiscal year, the second half of the year has three additional workdays and two incremental holidays compared with the first half of the year. This is important because our revenue is largely based upon a monthly residency where the expense structure is driven by daily expenses, largely in labor, including premium pay for holidays, but also in other operating expenses. Second, the first half of the year includes one full quarter impact of community associates' merit increase, while the second half of the year has two full quarters of that impact. Third, there's variability in utilities expense between quarters, with higher expense in the third quarter due to the hotter temperatures and declining expense in the fourth quarter with moderating temperatures.

Fourth, as the official hurricane season begins in June and runs through November, we've assumed a moderate level of natural disaster expenses as we think about our full-year guidance. Lastly, note that G&A rationalization savings pertaining to the Vantage transitions will be spread throughout the year with some savings already recognized in the first half of 2025. In contrast, the corresponding operating income step-down from divesting Vantage communities will largely impact the fourth quarter. Specific to the third quarter, the impact from these seasonal factors, an extra day and holiday in the third quarter compared to the second quarter, and seasonally high utilities is expected to do nearly $10 million of an adjusted EBITDA headwind between the second and third quarters. In closing, we are pleased with our second quarter results and are confident in our strategic and operational plans to support another year of solid adjusted EBITDA growth.

We are operating with purpose and are confident in our ability to build sustainable long-term value for our shareholders. Operator, we will now open the call for questions.

Speaker 4

Thank you, and we will now begin the question and answer session. If you have dialed in and would like to ask a question, please press the star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press the star one again. If you are called upon to ask your question and are listening via a loudspeaker on your device, please pick up your headset and ensure that your phone is not on mute when asking your question. Again, please press the star one to join the queue. Your first question comes from the lineup. Brian Tanquilut, would you please raise your hand?

Hey, good morning. Denise, first question, as I think about the successes that you've shown in driving occupancy, what have you been doing differently since you've stepped into the role, and just operationally, what kind of initiatives and the different strategies you've rolled out since?

Speaker 0

Brian, that's a great question. Since I've gotten here, we have focused a lot on the SWAT teams. We had one group that just started to work in the fourth quarter, and we doubled down and emphasized to that group on the actions that we needed to take to really drive profitable occupancy, not just occupancy. We also put in place a second SWAT team to focus on an additional set of assets that would be coming up for refinancing in the 2027 timeframe. The goal with those is to maximize the collateral values prior to actually having to renew them. The goal with that is not necessarily to continue to borrow at that level, but to bring collateral assets out of the pool. We have also instilled a new focus on accountability.

Some of the things that we have done there is we have put in a daily stand-up meeting between the operations people, the salespeople, and the marketing people. We have a daily look at what each of those areas is doing to drive our profitable occupancy. If someone is falling behind, we can help them catch up. We can also share ideas. We can take down barriers. The SWAT teams are also focused on how we remove barriers that have been put in place when you become a very large organization and complex organization such as Brookdale Senior Living. In those groups that need the most help, we can help them bypass to get folks hired more quickly. We can replace executive directors that need to be or positions that need to be filled. We can help them with their CapEx spend.

There's just a lot of really granular things that we can do in all of those areas to really push the focus on driving it. I think a lot of it is really increasing the sense of urgency that we need to take. We've done a lot of work on the cultural side of the organization as well. We have really put decision-making into the hands of those that are touching our residents every day and those people that are in the fields. Those are the most important people to us because they see every day what is wrong, and they know how to fix it. We need to allow them the operational responsibility to make those decisions with guidance from us in Brentwood. From Brentwood, we can't see what's happening in those facilities. We need to travel.

We need to be in them more frequently, and we need to be working with our executive directors and our field operators on how we get the operational improvements that we need.

No, that makes a lot of sense, Denise. Maybe as I think about just this last part of your comment, right, you've all given that level of independence to the community. How should we be thinking about, you know, the philosophy between balancing rate and occupancy going forward? Maybe to drill that down a little bit more, you know, what is that doing in terms of the occupancy bands within the Brookdale Senior Living portfolio? How do you see, how do you expect that to trend going forward?

Sure. As Dawn said earlier, the occupancy band focus is really important to us. We brought that up over the last couple of months, surrounding our shareholders, our annual shareholder meeting, and talking with a number of investors over that time period. Our less than 70% occupancy bands, we have to get them up. We have to get them up because we don't start covering our fixed costs until we hit that 80% mark. We need to get those properties moving. I think you saw that from the change in those communities from 143 in the first quarter to 129 in the second quarter. I believe we eliminated what we were doing within that 129 mix to further improve that occupancy going into the third quarter. You also saw that we have bifurcated the portfolio and were focused on the communities that are greater than 80% occupancy.

You saw that the ones that are actually greater than 95% have a significant move in the occupancy bands there. When you look at what falls to the EBITDA more quickly, it's the ones that have covered their fixed costs. We have to bifurcate the portfolio to get the under 70s up to 80% and to get the over 80s to really perform exceptionally well, where we're more focused on pricing in those avenues than we are in the under 70s while we're getting them up. I think Dawn has some additional comments around those occupancy bands too.

Speaker 5

I think what, as we said in our prepared remarks, we had significant progress in those occupancy bands. We really are focused on maximizing our pricing, particularly in the higher level. In the less than 70%, that's where maybe some of the targeted incentives, some of the spotlight units, as Denise said, just the pure economics of getting those up to that 80% so they can start to cash flow and contribute. If you look at the less than 70% band, I think we had some prepared remarks on just kind of what was in that band and the actions that we've taken. When you really do the math, there's very few communities less than that.

The other thing that we'll point out is, if you look at, we added new slide 16 through 18 on our investor presentation, and that's really trying to articulate the value proposition as you peel one layer lower into the profitability of the units in the under 70 and the 70 to 80, and really where we have our future growth, from the economics of growing that 70 to 80% band up above the 80% as Denise just talked about.

Got it. Thank you.

Speaker 4

Your next question comes from the line of Ben Hendrix with RBC, please go ahead.

Speaker 3

Hey, great. Thank you very much. I appreciate all the commentary about the profitable occupancy strategy, hitting 80%, definitely translating to solid cash flow performance. I just wanted to drill in a little bit on the pricing component of that. You talked about this 10 basis point spread between the RevPOR and ExPOR and wanted to get some indications. Is that kind of like how we should think about that 10 basis point spread? You know, how we should think about pricing in the intermediate term, or is there like a higher target spread there once we cure some of these lower occupancy bands? Any thoughts on how we think about that normalizing out for the longer term?

Speaker 5

Ben, this is Dawn. That's a great question. I would say just a couple of things. Denise and I both talked about the margin growth that we would be focused on as you think about continuing to grow our margin. We did deliver net operating income growth, but we certainly do expect to have margin expansion, particularly as we get into 2026. What I would say about the RevPOR to ExPOR differential to 10 basis points is there is a level of noise in some of our expenses as you think about, you know, we're self-insured. Last year, we saw the move-in, the move-in from the third-party noise. We had a little bit more visibility into that early in the year, which impacted some of our incentive plans.

As you think about that margin spread, we certainly would expect us to get a little bit more of a growth between the two. I think that as we go through the year and we grow our occupancy, we focus on some of our pricing and our targeted incentives, we would certainly expect that to get better.

Speaker 3

Yeah. This is Chad. Good morning. The other thing I would say on this, I think it's really important with the supply-demand fundamentals of the industry. Over the longer term, we see a real opportunity here to increase pricing over the rate of expense inflation. You'll see in the new slide that Dawn mentioned that we added, one of the new slides we added into the investor deck on slide 17, sort of shows what some of that impact is to creating value for the company going forward. We see a lot of ability that over the longer term as we look at rate and pricing, if we can continue to deliver rate growth greater than our expense growth, that really compounds over time and creates a lot of value. Great. Appreciate that commentary. Just also one follow-up on some of those marketing and targeted pricing efforts.

You have made good progress with move-in activity. I wondered if you could talk about the progress you've made on controllable move-outs and if any of these targeted pricing actions have gone to control the move-out activity. Thanks.

Speaker 5

I would say that if you think about our controllable move-outs, that our attrition rate in total, we've seen some favorability in our attrition rate. I think our controllable move-outs have moved around a little bit quarter over quarter. Where we see progress is on our NPS score, the turnover in our communities, which we would fully expect to continue to where we continue to see improvements on our controllable move-outs. Also, Ben, we have asked our marketing department to put together a program to focus on the retention of our residents, because reducing those controllable move-outs is very important to our occupancy numbers. It is a lot less expensive to keep the residents that you have than to go out and get new ones. We are heavily going to focus on how do we retain not only our great employees, but also our residents in our facilities longer.

Speaker 3

Great, thank you.

Speaker 4

Your next question comes from the line of Andrew Mok with Barclays.

Hi, good morning. I appreciate all the color on the sub-70% occupancy band. Are there any targets you can share for how many communities you think you can move out of that lower band over the next 12 months outside of the Vantage lease communities? I think I've heard in the prepared remarks that there was some softness in move-ins early in the quarter. Can you elaborate on what you're seeing there and how that impacts the occupancy outlooks in the balance of the year? Thanks.

Speaker 5

Yeah, thank you. This is Dawn. I think the insight that we get in the under 70% occupancy band is, Denise had shared that there's between the disposition one, two, and the Vantage communities, that's 50 communities. We would expect that the Vantage and the disposition one kind of group, the 14 that we originally talked about last quarter, would be out by the end of the year. The other dispositions, we said 12 to 18 months. Call it, you know, 18 months, the 50 communities would be out. We fully expect our SWAT efforts to take hold and to continue to move those assets out. There were 38 of those in the band. Whether that's by the end of the year or early into next year, certainly would expect those to kind of move up.

Where it's one, two, or three units, just I think that there's a level of variability because it could be one, two, or three units up or one, two, or three units down. Where we are very focused is on making sure that we're focused on the smaller communities, making sure that we are getting those above that occupancy level. I think significant progress was made in the second quarter, and we would expect that to continue throughout the year, both operationally and through the disposition efforts that we had.

Can you comment on the softness that you quoted?

Oh, sorry. Appreciate that reminder. The softness in the market, if you remember, as we came out in April in our first quarter earnings call, we were impacted with kind of a macroeconomic uncertainty. If you remember, the tariffs were in discussion. I think as we saw some of that subside along with all of the operational focus that we've had, what we saw is our occupancy move-ins towards the end of May, but more notably in the month of June, where we saw our efforts from all of the move-in activity. You can see it in our results with having between May to June a 50 bps occupancy increase, and then June to July a 60 bps occupancy increase on a consolidated basis. I think one thing that I would say about the quarter is there is, you know, we do expect the acceleration of the occupancy.

We're just coming into our summer selling season. We're having as strong of a June as we had with as many move-ins coming through. Again, we saw it in the July occupancy. We're just not seeing the economics in the second quarter. We fully expect to see that and capture that as well as the summer selling season coming through the third quarter.

Great. Maybe just one more on cash flow. I think operating cash flow finished above $80 million in the quarter and increased 50% year over year. It looks like there were some favorable working capital changes in addition to the better operating performance. Can you flesh out the drivers there? With the better cash flow profile, how are you thinking about the capital priorities from here, including growth and maintenance CapEx?

I'll start with the adjusted free cash flow. Certainly, there is working capital variability. If you remember, we just finished our activist fight in the month of July. There would be some accruals there with the change in leadership, accruals related to severance there. We would expect working capital to turn in the normal course. There's always a level of variability. Really, the driver of the adjusted free cash flow change is in the operations, the underlying operations of the business. As we continue to see the business improve and delivering 20% year over year adjusted EBITDA, we certainly expect our adjusted free cash flow to continue. Again, we haven't changed our guidance. As we start to cash flow and the strategic, you know, as we're thinking about this, how we would use that cash, I think Denise had some of that in her prepared remarks with the dispositions.

We certainly are looking at our CapEx. We talked about $10 million of additional CapEx on fresh impressions and kind of front-of-the-house CapEx at the beginning of the year. We'll continue to evaluate what that CapEx deployment would look like or if there would be other initiatives that we would want to invest in.

Speaker 3

We'll certainly use some of the proceeds from the disposition transactions along with the growing and improving cash flow to reinvest back in the portfolio. We've been seeing some really good results from our initial first impressions investments that we're making as part of some of the four high opportunity SWAT team effort. You're seeing some really good impacts from that. We know that, sort of, you've got to, through the SWAT team effort, one of the first things you look at is the facility, the property condition itself. Does it need some refreshments? Does it need some carpet, paint, furniture, etc.? We've been making those investments on the front of the house to improve the look of the buildings. I think that actually is helping in our results.

As we go forward, we certainly will continue to reinvest in a prudent manner, and I think that creates a lot of more upside opportunities.

All right, thank you.

Speaker 4

All right. Thank you. Your next question comes from the line of Joanna Gajuk with Bank of America. Please go ahead.

Hi, good morning. Thanks so much for taking the question. Actually, a question for the follow-up on the free cash flow. With EBITDA guidance higher, why is the adjusted free cash flow guidance not going up? Is this those items you had mentioned around the severance and structure side, or is it something else?

Speaker 5

That's exactly right, Joanna, there's just a level of variability with the working capital.

Okay. Thanks for that. On the costs, right, you talk about, you know, there's some, I guess, call it cost burden in the quarter, right? You expect the kind of fruits of that burden to play out necessarily. Can you help us quantify some of these additional costs in the quarter, whether marketing or other efforts, I guess, to understand, you know, their cost structure going forward?

Yeah, I think, Joanna, what we talked about for the current quarter is really the incentives that we had. We pivoted marketing costs. We may have had a small amount of incremental marketing costs, but pivoted marketing costs that maybe were better suited for digital in certain markets or direct mail in certain markets. I certainly would say, you know, I think there's a timing difference from the normal incentives that you would see versus the timing of when we're going to get the economic impact of that occupancy. The occupancy coming through in June, later of the quarter, you will see that come, the economics of those occupancy increases coming through. We did see it in July. It's just because it came later in the quarter, and the spend was earlier, there's just a timing.

Right. There was nothing else to call out when it comes to the cost.

Correct.

All right. Thank you. Thanks so much.

Speaker 4

Your next question comes from the line of Josh Raskin with Nephron Research. Please go ahead.

Hi, thanks. Good morning. I was wondering if you could speak to your local market strategy and maybe how that's evolved under the new leadership. I'm specifically interested in how you differentiate Brookdale Senior Living from peers at the local level, you know, beyond just sort of pricing. Maybe what resonates most with prospective residents and families in terms of additional services and things that you guys are providing.

Speaker 5

Yeah, I'll start. Thank you, Josh. That's a great question. I'll start, and if Chad or Denise want to chime in, I think that how we're differentiating ourselves really is the quality of care that we provide. If you think about what Denise just mentioned, our EDs are really in the local markets, pushing the decision-making to the ED level, making sure that they are connected in the local markets, and they are knowledgeable about, you know, what discounting or what strategy, or we talked about CapEx or NPS scores increasing, just how we're thinking about that locally, and it will differ market to market. I think what differentiates Brookdale Senior Living is really, like I said, the quality of care that we provide to our residents.

With the rollout of Brookdale HealthPlus in our communities, by the end of the year, we expected to have it in just under 200 communities. I think that is certainly something that we have absolutely seen as a differentiator, and we market that at the local level.

Speaker 3

Yeah, it's absolutely a key differentiator. I think it's something that we will be continuing to focus on. Dawn mentioned that we're rolling this out. We'll have it in almost 200 of our communities by year-end. We are seeing that feedback. You know, Brookdale HealthPlus is a unique, innovative program. It's our care coordination program that I think has been very well received in terms of it improves resident outcomes. We believe it will actually improve length of stay, and it's also improving our financial results. We think it's a key differentiator for Brookdale. It's something that we're going to continue to lean in on very heavily. It's something that I think we're already seeing anecdotally, the comments we receive from the field where we have a HealthPlus community. It is something that is differentiating us from a sales standpoint and able to lead the new move-in.

Ultimately, it's something good for residents. I mean, our residents who've had, in Brookdale HealthPlus communities, get 80% fewer urgent care visits, 66% fewer hospitalizations. Those are really key things that you can sell to residents and family members that, you know, if you come to a Brookdale community, you are going to be getting a better quality experience. You won't be spending a lot of money going out to visits and hospitalization because we're driving improved results there. We really are focused on our residents. We're really focused on driving resident satisfaction. Dawn mentioned earlier, we're seeing improvements in our net promoter score ratings this year that have continued over the last couple of years. We're continuing to focus on that. Ultimately, it's driving a great resident experience and making sure that we're focused on that.

That's perfect. Maybe just, I hate to keep going back to discounting, but are there any metrics you can share? Maybe what % of move-ins brought discounts versus last year? Maybe the average % discount versus last year? Anything that can help us track this because I think there is some attention on the 10 bps spread at this point.

Speaker 5

Right. I think that we certainly wouldn't put anything out regarding discounting because there's always just kind of a level of discounting that we have. You see that in our step-down in our RevPOR. Maybe looking at that, the RevPOR step-down is something that I would point to. Again, we'll focus on that. If I look at the RevPOR year over year, that's what I would say is that there is some level of variability in the base here that's causing that to be a little bit closer than we would like. Just again, last year, we saw the move-in disruption from the third-party referral. We had some visibility into our incentive plans.

There's variability quarter by quarter, but we're certainly very focused on making sure that we are appropriately discounting, which is why I think Denise is talking about, Chad talked about, the incentives that we're running are more local. They're more targeted at the occupancy bands as opposed to spread throughout. We're being very conscious of where that is being done and what we're doing.

Okay, that's helpful.

Speaker 4

Thank you. Your next question comes from the line of Tao Qiu with Macquarie Group. Please go ahead.

Speaker 3

Thank you. Good morning. Could you help us bridge the 5% RevPOR growth in which, you know, that you achieved in the first half of the year to your higher full-year RevPOR guidance range, you know, given the trade-off in occupancy and rates we saw? Also, how much of the lift will be coming from organic performance and how much from assets and lease divestment? If you could also talk about, you know, kind of the EBITDA and free cash flow expectation for this disposition. I heard some, you know, heavy mention on the timing of the Vantage lease transition, but just wanted to clarify the potential benefits in the second half. Thank you.

Speaker 5

Yeah, that's a great question. I think the bridge on the RevPOR is certainly the Vantage. We were very clear on that when the Vantage dispositions, the 55 communities were transitioning off, that it would be a benefit to our metrics, our occupancy, our RevPOR metrics. I think that would be the bridge from a modeling perspective from first half into second half. We expect, if you look at our historical trends, if you look at kind of second quarter to third quarter historical trends, the step-down between third quarter to fourth quarter, which I addressed, excuse me, between second quarter to third quarter, which I addressed in my prepared remarks, that step-down in 2024 would be generally indicative of what we would expect in 2025. I think the Vantage impact of the transition communities would generally be in the fourth quarter.

Speaker 3

Got it. Denise, I heard an earlier comment about the work you're doing on the collateralized assets and also refinancing in 2027. I think you said that the plan is to bring them out of the collateral pool. I'm just wondering if you could elaborate a little bit more on the plan there. Also, curious, you know, the second SWAT team that you deployed there, are they doing anything different versus Team 1?

Speaker 0

Okay. Yes. As you know, about 88% of our debt is non-GRI, of course, and it's held as mortgages at the property level. We have a debt pool that is coming up in 2027. How you uphold the amounts of your loan is through your collateral value. The higher your collateral value, the more dollars you can receive from that loan. Our intention is not to receive more dollars from the loan, but to pull assets out of the collateral pool. We will hold them as unencumbered assets that we can then use later on for additional growth or, you know, whatever we need to do as an unencumbered asset. That's how we're focused on driving the performance of the collateral pool so that we can remove assets, help hold them as unencumbered to use later on.

The second SWAT team, you know, it's really no different than the first SWAT team. You're still working on how do you improve the operational performance. It's just a different set of assets. Each asset has its own needs. You know, and they are very much our local needs. Some might need dining room chairs, some might need paint and wallpaper, some might need a total redo. It runs the gamut, and it really is property by property by property.

Speaker 3

Great. Thank you.

Speaker 4

Thank you. Ladies and gentlemen, that ends our question-and-answer session for today. If nothing else for today's conference call, you may now disconnect.