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Item 2 — Management's Discussion and Analysis
Brookdale Senior Living Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," "annualized," or other similar words or expressions, and include statements regarding our expected financial and operational results. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment, and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; limits on our ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain duration of trade conflicts; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; our ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund our planned capital projects; the effect of any non-compliance with any of our debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of our indebtedness and long-term leases on our liquidity and our ability to operate our business; increases in market interest rates that increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or our failure to comply with, employment-related laws and regulations; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us, including putative class action complaints; the risks associated with current global economic conditions and general economic factors on us or our business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, and geopolitical tensions or conflicts, the impact of seasonal contagious illness or other contagious disease in the markets in which we operate; actions of activist stockholders; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including those set forth under "Item 1A. Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2025 and "Part II, Item 1A. Risk Factors" of this Quarterly Report on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this Quarterly Report on Form 10-Q. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-
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looking statements contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.
Unless otherwise specified, references to "Brookdale," "we," "us," "our," or "the Company" in this Quarterly Report on Form 10-Q mean Brookdale Senior Living Inc. together with its consolidated subsidiaries.
Overview
We are the nation's premier operator of senior living communities, operating and managing 541 communities in 41 states as of June 30, 2026, with the ability to serve approximately 46,000 residents. We offer our residents access to a broad continuum of services across the most attractive sectors of the senior living industry. We operate and manage independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). As of June 30, 2026, we owned 359 communities (32,294 units), leased 176 communities (10,456 units), and managed 6 communities (570 units).
Our senior living communities and our comprehensive network help to provide seniors with care, connection, and services in an environment that feels like home. Our expertise in healthcare, hospitality, and real estate provides residents with opportunities to improve wellness, pursue passions, make new friends, and stay connected with loved ones. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to age-in-place, which we believe enables them to maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to our residents' families who are concerned with care decisions for their elderly relatives.
Community Transactions
Subsequent to June 30, 2026, we entered into an agreement to acquire 17 communities (735 units) that are currently leased by us for a purchase price of approximately $157.0 million plus transaction costs. The acquisition is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions for real estate transactions. We expect to fund the acquisition through proceeds from non-recourse mortgage financing and cash on hand.
In June 2026, we acquired one previously managed community (244 units) in Houston, Texas for a purchase price of $23.4 million.
We have continued executing on our ongoing capital recycling program through which we have exited non-strategic or underperforming owned assets or leases. Such activities completed during the six months ended June 30, 2026 included the sale of 13 owned communities (1,108 units) for proceeds of $147.4 million, net of transaction costs, and the disposal of two leased communities (152 units) through lease terminations. For the six months ended June 30, 2026, we recognized a net gain on sale of assets of $49.4 million. Subsequent to June 30, 2026, we completed the sale of three owned communities (228 units) for proceeds of $2.5 million, net of transaction costs.
We plan to sell 13 additional owned communities (898 units) during 2026. The closings of the expected sales of assets are subject (where applicable) to our successful marketing of such assets on terms acceptable to us. Further, the closings of the expected sales of assets are, or will be, subject to the satisfaction of various conditions, including (where applicable) the receipt of regulatory approvals. There can be no assurance that the transactions will close or, if they do, when the actual closings will occur.
Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in "Item 1. Financial Statements" of this Quarterly Report on Form 10-Q. The results of operations for any particular period are not necessarily indicative of results for any future period.
We use the operating measures described below in connection with operating and managing our business and reporting our results of operations.
•Senior housing operating results and data presented on a same community basis reflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition
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including through asset sales or lease terminations, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Our management uses same community operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects.
•RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of our communities), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPAR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPAR for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.
•RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to seniors living outside of our communities), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. We measure RevPOR at the consolidated level, as well as at the segment level with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average amount of senior housing resident fee revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.
•Weighted average occupancy reflects the percentage of units at our owned and leased communities being utilized by residents over a reporting period. We measure occupancy rates with respect to our Independent Living, Assisted Living and Memory Care, and CCRCs segments, and also measure this metric both on a consolidated senior housing and a same community basis. Our management uses weighted average occupancy, and we believe the measure provides useful information to investors, because it is a significant driver of our senior housing revenue performance.
This section includes the non-GAAP performance measure Adjusted EBITDA. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable measure in accordance with generally accepted accounting principles in the United States ("GAAP").
Comparison of Three Months Ended June 30, 2026 and 2025
Summary Operating Results
The following table summarizes our overall operating results for the three months ended June 30, 2026 and 2025.
Three Months Ended June 30, Increase (Decrease)
(in thousands) 2026 2025 Amount Percent
Resident fees $ 708,482 $ 775,614 $ (67,132) (8.7) %
Facility operating expense 503,455 562,317 (58,862) (10.5) %
Net income (loss) 23,257 (43,039) 66,296 NM
Adjusted EBITDA 122,062 117,050 5,012 4.3 %
The decrease in resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $106.4 million less in resident fees during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by a 5.5% increase in same community RevPAR, comprised of a 4.1% increase in same community RevPOR and a 110 basis point increase in same community weighted average occupancy.
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The decrease in facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $84.7 million less in facility operating expense during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by a 5.5% increase in same community facility operating expense primarily attributable to increases in wage rates, estimated insurance expense, maintenance expense, and estimated losses on accounts receivable.
The increase in net income was primarily attributable to a $45.4 million gain on sale of communities in the current period and a decrease in depreciation and amortization expense due to the disposition of communities since the beginning of the prior year period.
The increase in Adjusted EBITDA was primarily attributable to an increase in same community resident fees partially offset by an increase in same community facility operating expense.
Operating Results - Senior Housing Segments
The following table summarizes the consolidated operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) for the three months ended June 30, 2026 and 2025, including operating results and data on a same community basis. The same community portfolio excludes 20 communities, including 16 communities that we sold subsequent to June 30, 2026 or that we plan to sell in 2026. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
Three Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 708,482 $ 775,614 $ (67,132) (8.7) %
Facility operating expense $ 503,455 $ 562,317 $ (58,862) (10.5) %
Number of communities (period end) 535 617 (82) (13.3) %
Total average units 42,820 50,812 (7,992) (15.7) %
RevPAR $ 5,497 $ 5,080 $ 417 8.2 %
Weighted average occupancy 82.4 % 80.1 % 230 bps n/a
RevPOR $ 6,670 $ 6,343 $ 327 5.2 %
Same Community Operating Results and Data
Resident fees $ 688,720 $ 652,596 $ 36,124 5.5 %
Facility operating expense $ 485,241 $ 459,977 $ 25,264 5.5 %
Number of communities 515 515 — — %
Total average units 41,238 41,237 1 — %
RevPAR $ 5,567 $ 5,275 $ 292 5.5 %
Weighted average occupancy 82.9 % 81.8 % 110 bps n/a
RevPOR $ 6,714 $ 6,452 $ 262 4.1 %
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Independent Living Segment
The following table summarizes the operating results and data for our Independent Living segment for the three months ended June 30, 2026 and 2025, including operating results and data on a same community basis.
Three Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 119,786 $ 158,135 $ (38,349) (24.3) %
Facility operating expense $ 77,958 $ 104,537 $ (26,579) (25.4) %
Number of communities (period end) 54 68 (14) (20.6) %
Total average units 9,138 12,584 (3,446) (27.4) %
RevPAR $ 4,370 $ 4,189 $ 181 4.3 %
Weighted average occupancy 84.2 % 82.0 % 220 bps n/a
RevPOR $ 5,190 $ 5,109 $ 81 1.6 %
Same Community Operating Results and Data
Resident fees $ 118,071 $ 111,381 $ 6,690 6.0 %
Facility operating expense $ 77,358 $ 73,040 $ 4,318 5.9 %
Number of communities 52 52 — — %
Total average units 8,941 8,940 1 — %
RevPAR $ 4,402 $ 4,153 $ 249 6.0 %
Weighted average occupancy 84.4 % 83.5 % 90 bps n/a
RevPOR $ 5,218 $ 4,972 $ 246 4.9 %
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $45.5 million less in resident fees during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 4.9% increase in same community RevPOR and a 90 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $30.3 million less in facility operating expense during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community facility operating expense primarily resulting from increases in wage rates, estimated insurance expense, maintenance expense, and estimated losses on accounts receivable.
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Assisted Living and Memory Care Segment
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the three months ended June 30, 2026 and 2025, including operating results and data on a same community basis.
Three Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 516,589 $ 531,318 $ (14,729) (2.8) %
Facility operating expense $ 370,813 $ 388,611 $ (17,798) (4.6) %
Number of communities (period end) 468 532 (64) (12.0) %
Total average units 30,041 33,494 (3,453) (10.3) %
RevPAR $ 5,706 $ 5,276 $ 430 8.2 %
Weighted average occupancy 81.8 % 79.6 % 220 bps n/a
RevPOR $ 6,975 $ 6,627 $ 348 5.3 %
Same Community Operating Results and Data
Resident fees $ 499,754 $ 474,134 $ 25,620 5.4 %
Facility operating expense $ 354,567 $ 335,252 $ 19,315 5.8 %
Number of communities 450 450 — — %
Total average units 28,687 28,687 — — %
RevPAR $ 5,807 $ 5,509 $ 298 5.4 %
Weighted average occupancy 82.5 % 81.3 % 120 bps n/a
RevPOR $ 7,042 $ 6,775 $ 267 3.9 %
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $44.2 million less in resident fees during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 3.9% increase in same community RevPOR and a 120 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $39.3 million less in facility operating expense during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community facility operating expense primarily resulting from increases in wage rates, estimated insurance expense, maintenance expense, and estimated losses on accounts receivable.
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CCRCs Segment
The following table summarizes the operating results and data for our CCRCs segment for the three months ended June 30, 2026 and 2025, including operating results and data on a same community basis.
Three Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 72,107 $ 86,161 $ (14,054) (16.3) %
Facility operating expense $ 54,684 $ 69,169 $ (14,485) (20.9) %
Number of communities (period end) 13 17 (4) (23.5) %
Total average units 3,641 4,734 (1,093) (23.1) %
RevPAR $ 6,601 $ 6,067 $ 534 8.8 %
Weighted average occupancy 82.9 % 78.5 % 440 bps n/a
RevPOR $ 7,959 $ 7,729 $ 230 3.0 %
Same Community Operating Results and Data
Resident fees $ 70,895 $ 67,081 $ 3,814 5.7 %
Facility operating expense $ 53,316 $ 51,685 $ 1,631 3.2 %
Number of communities 13 13 — — %
Total average units 3,610 3,610 — — %
RevPAR $ 6,546 $ 6,194 $ 352 5.7 %
Weighted average occupancy 82.9 % 80.8 % 210 bps n/a
RevPOR $ 7,895 $ 7,661 $ 234 3.1 %
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $16.7 million less in resident fees during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 3.1% increase in the segment's same community RevPOR and a 210 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase, partially offset by an occupancy mix shift to more independent living residents.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $15.1 million less in facility operating expense during the three months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community facility operating expense primarily resulting from increases in wage rates, maintenance expense, and estimated losses on accounts receivable.
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Operating Results - Other Income and Expense Items
The following table summarizes other income and expense items in our operating results for the three months ended June 30, 2026 and 2025.
Three Months Ended June 30, Increase (Decrease)
(in thousands) 2026 2025 Amount Percent
Management fees $ 742 $ 2,623 $ (1,881) (71.7) %
Reimbursed costs incurred on behalf of managed communities 9,359 34,707 (25,348) (73.0) %
Costs incurred on behalf of managed communities 9,359 34,707 (25,348) (73.0) %
General and administrative expense 47,132 54,973 (7,841) (14.3) %
Facility operating lease expense 43,771 52,653 (8,882) (16.9) %
Depreciation and amortization 71,109 92,853 (21,744) (23.4) %
Asset impairment 3,900 577 3,323 NM
Loss (gain) on sale of communities, net (45,391) (43) 45,348 NM
Interest income 4,081 2,919 1,162 39.8 %
Interest expense 58,320 63,081 (4,761) (7.5) %
Gain (loss) on debt modification and extinguishment, net (2,934) (115) 2,819 NM
Other non-operating income (loss) 708 2,060 (1,352) (65.6) %
Benefit (provision) for income taxes (5,526) 271 (5,797) NM
Reimbursed Costs Incurred on Behalf of Managed Communities and Costs Incurred on Behalf of Managed Communities. The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to the termination of management agreements since the beginning of the prior year period.
General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to $5.1 million of transaction costs for stockholder relations advisory matters in the prior year period and our efforts to reduce general and administrative expense as we scaled our general and administrative costs in connection with community dispositions. General and administrative expense includes transaction, legal, and organizational restructuring costs of $4.5 million and $10.5 million for the three months ended June 30, 2026 and 2025, respectively. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily attributable to the termination of community leases subsequent to the prior year period.
Depreciation and Amortization. The decrease in depreciation and amortization expense was primarily attributable to the disposition of communities since the beginning of the prior year period.
Asset Impairment. The increase in asset impairment was primarily attributable to changes in estimates of fair value for certain communities planned for disposition.
Loss (gain) on sale of communities, net. The increase in gain on sale of communities is primarily attributable to the sale of six communities for proceeds of $125.3 million, net of transaction costs in the three months ended June 30, 2026.
Interest expense. The decrease in interest expense was primarily attributable to an increase in the fair value of interest rate derivatives in the current period and a decrease in interest expense on long-term debt primarily as a result of decreases in variable interest rate indices.
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Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the three months ended June 30, 2026 and 2025 was primarily attributable to expense recorded on operating income during the three months ended June 30, 2026 as opposed to a benefit recorded on operating losses during the three months ended June 30, 2025.
We recorded an aggregate deferred federal, state, and local tax expense of $23.5 million for the three months ended June 30, 2026, which was partially offset by a decrease to the valuation allowance of $18.7 million. We recorded an aggregate deferred federal, state, and local tax benefit of $9.1 million for the three months ended June 30, 2025, which was partially offset by an increase to the valuation allowance of $8.3 million.
Comparison of Six Months Ended June 30, 2026 and 2025
Summary Operating Results
The following table summarizes our overall operating results for the six months ended June 30, 2026 and 2025.
Six Months Ended June 30, Increase (Decrease)
(in thousands) 2026 2025 Amount Percent
Resident fees $ 1,430,938 $ 1,553,068 $ (122,130) (7.9) %
Facility operating expense 1,014,925 1,119,304 (104,379) (9.3) %
Net income (loss) 16,353 (108,032) 124,385 NM
Adjusted EBITDA 253,114 241,189 11,925 4.9 %
The decrease in resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $199.8 million less in resident fees during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by a 5.5% increase in same community RevPAR, comprised of a 3.7% increase in same community RevPOR and a 140 basis point increase in same community weighted average occupancy.
The decrease in facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $157.5 million less in facility operating expense during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by a 5.7% increase in same community facility operating expense primarily attributable to increases in wage rates, estimated insurance expense, maintenance expense, utilities expense, and estimated losses on accounts receivable.
The increase in net income was primarily attributable to a $49.4 million gain on sale of communities in the current period, a decrease in depreciation and amortization expense due to the disposition of communities since the beginning of the prior year period, and a $32.8 million loss on extinguishment of a financing obligation during the prior year period for the reacquisition of three communities previously subject to sale-leaseback transactions.
The increase in Adjusted EBITDA was primarily attributable to an increase in same community resident fees, partially offset by an increase in same community facility operating expense.
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Operating Results - Senior Housing Segments
The following table summarizes the operating results and data of our three senior housing segments (Independent Living, Assisted Living and Memory Care, and CCRCs) on a combined basis for the six months ended June 30, 2026 and 2025 including operating results and data on a same community basis. See management's discussion and analysis of the operating results on an individual segment basis on the following pages.
Six Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 1,430,938 $ 1,553,068 $ (122,130) (7.9) %
Facility operating expense $ 1,014,925 $ 1,119,304 $ (104,379) (9.3) %
Number of communities (period end) 535 617 (82) (13.3) %
Total average units 43,229 50,826 (7,597) (14.9) %
RevPAR $ 5,501 $ 5,085 $ 416 8.2 %
Weighted average occupancy 82.3 % 79.7 % 260 bps n/a
RevPOR $ 6,688 $ 6,379 $ 309 4.8 %
Same Community Operating Results and Data
Resident fees $ 1,379,336 $ 1,307,037 $ 72,299 5.5 %
Facility operating expense $ 966,045 $ 913,844 $ 52,201 5.7 %
Number of communities 515 515 — — %
Total average units 41,238 41,237 1 — %
RevPAR $ 5,575 $ 5,283 $ 292 5.5 %
Weighted average occupancy 82.8 % 81.4 % 140 bps n/a
RevPOR $ 6,730 $ 6,489 $ 241 3.7 %
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Independent Living Segment
The following table summarizes the operating results and data for our Independent Living segment for the six months ended June 30, 2026 and 2025, including operating results and data on a same community basis.
Six Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 240,116 $ 315,252 $ (75,136) (23.8) %
Facility operating expense $ 155,076 $ 207,422 $ (52,346) (25.2) %
Number of communities (period end) 54 68 (14) (20.6) %
Total average units 9,138 12,583 (3,445) (27.4) %
RevPAR $ 4,379 $ 4,176 $ 203 4.9 %
Weighted average occupancy 84.2 % 81.6 % 260 bps n/a
RevPOR $ 5,203 $ 5,118 $ 85 1.7 %
Same Community Operating Results and Data
Resident fees $ 236,777 $ 222,025 $ 14,752 6.6 %
Facility operating expense $ 153,521 $ 144,670 $ 8,851 6.1 %
Number of communities 52 52 — — %
Total average units 8,941 8,940 1 — %
RevPAR $ 4,414 $ 4,139 $ 275 6.6 %
Occupancy rate (weighted average) 84.4 % 83.2 % 120 bps n/a
RevPOR $ 5,230 $ 4,978 $ 252 5.1 %
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $90.6 million less in resident fees during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 5.1% increase in same community RevPOR and a 120 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $60.1 million less in facility operating expense during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment’s same community facility operating expense, primarily resulting from increases in wage rates, estimated insurance expense, maintenance expense, and estimated losses on accounts receivable.
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Assisted Living and Memory Care Segment
The following table summarizes the operating results and data for our Assisted Living and Memory Care segment for the six months ended June 30, 2026 and 2025, including operating results and data on a same community basis.
Six Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 1,039,777 $ 1,064,697 $ (24,920) (2.3) %
Facility operating expense $ 743,685 $ 772,437 $ (28,752) (3.7) %
Number of communities (period end) 468 532 (64) (12.0) %
Total average units 30,228 33,509 (3,281) (9.8) %
RevPAR $ 5,711 $ 5,284 $ 427 8.1 %
Weighted average occupancy 81.7 % 79.2 % 250 bps n/a
RevPOR $ 6,993 $ 6,673 $ 320 4.8 %
Same Community Operating Results and Data
Resident fees $ 1,001,280 $ 950,203 $ 51,077 5.4 %
Facility operating expense $ 705,844 $ 665,157 $ 40,687 6.1 %
Number of communities 450 450 — — %
Total average units 28,687 28,687 — — %
RevPAR $ 5,817 $ 5,521 $ 296 5.4 %
Weighted average occupancy 82.4 % 80.9 % 150 bps n/a
RevPOR $ 7,064 $ 6,820 $ 244 3.6 %
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $83.2 million less in resident fees during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 3.6% increase in same community RevPOR and a 150 basis point increase in same community weighted average occupancy. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $73.1 million less in facility operating expense during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community facility operating expense, primarily resulting from increases in wage rates, estimated insurance expense, maintenance expense, utilities expense, and estimated losses on accounts receivable. The segment's same community facility operating expense for the six months ended June 30, 2025 excludes $1.2 million of natural disaster expense.
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CCRCs Segment
The following table summarizes the operating results and data for our CCRCs segment for the six months ended June 30, 2026 and 2025, including operating results and data on a same community basis.
Six Months Ended June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 Amount Percent
Resident fees $ 151,045 $ 173,119 $ (22,074) (12.8) %
Facility operating expense $ 116,164 $ 139,445 $ (23,281) (16.7) %
Number of communities (period end) 13 17 (4) (23.5) %
Total average units 3,863 4,734 (871) (18.4) %
RevPAR $ 6,517 $ 6,095 $ 422 6.9 %
Weighted average occupancy 82.4 % 78.5 % 390 bps n/a
RevPOR $ 7,906 $ 7,765 $ 141 1.8 %
Same Community Operating Results and Data
Resident fees $ 141,279 $ 134,809 $ 6,470 4.8 %
Facility operating expense $ 106,680 $ 104,017 $ 2,663 2.6 %
Number of communities 13 13 — — %
Total average units 3,610 3,610 — — %
RevPAR $ 6,523 $ 6,224 $ 299 4.8 %
Weighted average occupancy 82.9 % 80.8 % 210 bps n/a
RevPOR $ 7,871 $ 7,703 $ 168 2.2 %
The decrease in the segment's resident fees was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $26.0 million less in resident fees during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community RevPAR, comprised of a 210 basis point increase in same community weighted average occupancy and a 2.2% increase in the segment's same community RevPOR. The increase in the segment's same community RevPOR was primarily the result of the current year annual rate increase, and was partially offset by an occupancy mix shift to more independent living residents and lower skilled nursing occupancy.
The decrease in the segment's facility operating expense was primarily attributable to the disposition of communities since the beginning of the prior year period, which resulted in $24.3 million less in facility operating expense during the six months ended June 30, 2026 compared to the prior year period. The decrease was partially offset by an increase in the segment's same community facility operating expense, primarily resulting from increases in wage rates and maintenance expense.
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Operating Results - Other Income and Expense Items
The following table summarizes other income and expense items in our operating results for the six months ended June 30, 2026 and 2025.
Six Months Ended June 30, Increase (Decrease)
(in thousands) 2026 2025 Amount Percent
Management fees $ 6,115 $ 5,243 $ 872 16.6 %
Reimbursed costs incurred on behalf of managed communities 46,386 68,497 (22,111) (32.3) %
Costs incurred on behalf of managed communities 46,386 68,497 (22,111) (32.3) %
General and administrative expense 92,189 102,847 (10,658) (10.4) %
Facility operating lease expense 87,752 105,527 (17,775) (16.8) %
Depreciation and amortization 144,572 183,829 (39,257) (21.4) %
Asset impairment 10,015 2,364 7,651 NM
Loss (gain) on sale of communities, net (49,425) (43) 49,382 NM
Interest income 7,194 6,567 627 9.5 %
Interest expense 117,872 128,112 (10,240) (8.0) %
Gain (loss) on debt modification and extinguishment, net (5,720) (35,335) (29,615) (83.8) %
Other non-operating income (loss) 823 3,418 (2,595) (75.9) %
Benefit (provision) for income taxes (5,097) 947 (6,044) NM
Management Fees. Management fees of $6.1 million for the six months ended June 30, 2026 include $5.4 million of management fees attributable to communities for which our management agreements were terminated during such period or subsequent to June 30, 2026.
Reimbursed Costs Incurred on Behalf of Managed Communities and Costs Incurred on Behalf of Managed Communities. The decrease in reimbursed costs and costs incurred on behalf of managed communities was primarily attributable to terminations of management agreements subsequent to the beginning of the prior year period.
General and Administrative Expense. The decrease in general and administrative expense was primarily attributable to $6.7 million of transaction costs for stockholder relations advisory matters in the prior year period and our efforts to reduce general and administrative expense as we scaled our general and administrative costs in connection with community dispositions. General and administrative expense includes transaction, legal, and organizational restructuring costs of $5.3 million and $12.2 million for the six months ended June 30, 2026 and 2025, respectively. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance costs.
Facility Operating Lease Expense. The decrease in facility operating lease expense was primarily attributable to the termination of community leases subsequent to the prior year period.
Depreciation and Amortization. The decrease in depreciation and amortization expense was primarily attributable to the disposition of communities since the beginning of the prior year period.
Asset Impairment. The increase in asset impairment was primarily attributable to changes in estimates of fair value for certain communities planned for disposition.
Loss (gain) on sale of communities, net. During the six months ended June 30, 2026, we recognized a $49.4 million gain on sale of communities attributable to the sale of 13 communities for proceeds of $147.4 million, net of transaction costs.
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Interest Expense. The decrease in interest expense was primarily attributable to an increase in the fair value of interest rate derivatives in the current period and the acquisition of 36 communities previously subject to financing leases subsequent to the beginning of the prior year period.
Gain (Loss) on Debt Modification and Extinguishment, Net. The decrease in loss on debt modification and extinguishment, net was primarily attributable to a $32.8 million loss on extinguishment of a financing obligation during the prior year period for the reacquisition of three communities previously subject to sale-leaseback transactions.
Benefit (Provision) for Income Taxes. The difference between our effective tax rate for the six months ended June 30, 2026 and 2025 was primarily attributable to expense recorded on operating income during the six months ended June 30, 2026 as opposed to a benefit recorded on operating losses during the six months ended June 30, 2025.
We recorded an aggregate deferred federal, state, and local tax expense of $15.4 million for the six months ended June 30, 2026, which was partially offset by a decrease in the valuation allowance of $11.6 million. We recorded an aggregate deferred federal, state, and local tax benefit of $24.9 million for the six months ended June 30, 2025, which was partially offset by an increase to the valuation allowance of $23.0 million.
Liquidity and Capital Resources
This section includes the non-GAAP liquidity measure Adjusted Free Cash Flow. See "Non-GAAP Financial Measures" below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable GAAP measure.
Liquidity
The following is a summary of cash flows from operating, investing, and financing activities, as reflected in the condensed consolidated statements of cash flows, and our Adjusted Free Cash Flow.
Six Months Ended June 30, Increase (Decrease)
(in thousands) 2026 2025 Amount Percent
Net cash provided by operating activities $ 112,802 $ 106,966 $ 5,836 5.5 %
Net cash provided by (used in) investing activities 7,866 (377,154) 385,020 NM
Net cash provided by (used in) financing activities (22,140) 213,910 (236,050) NM
Net increase (decrease) in cash, cash equivalents, and restricted cash 98,528 (56,278) 154,806 NM
Cash, cash equivalents, and restricted cash at beginning of period 343,008 379,840 (36,832) (9.7) %
Cash, cash equivalents, and restricted cash at end of period $ 441,536 $ 323,562 $ 117,974 36.5 %
Adjusted Free Cash Flow $ 25,980 $ 23,688 $ 2,292 9.7 %
The increase in net cash provided by operating activities was primarily attributable to an increase in same community resident fees partially offset by an increase in same community facility operating expense and an increase in the use of cash for changes in accrued expenses.
The change in net cash provided by (used in) investing activities was primarily attributable to a $287.5 million decrease in cash paid for the acquisition of formerly leased or managed communities and a $146.3 million increase in net proceeds from the sale of communities compared to the prior year period. These changes were partially offset by a $20.0 million decrease in proceeds from sales and maturities of marketable securities and a $19.8 million increase in purchases of marketable securities compared to the prior year period.
The change in net cash provided by (used in) financing activities was primarily attributable to a $345.4 million increase in debt repayments and a $9.4 million increase in cash paid for financing costs compared to the prior year period, partially offset by a $98.9 million increase in debt proceeds and a $23.0 million increase in proceeds from our line of credit.
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The increase in Adjusted Free Cash Flow was primarily attributable to the increase in net cash provided by operating activities, partially offset by a $2.7 million decrease in property and casualty insurance proceeds compared to the prior year period.
Our principal sources of liquidity have historically been from:
•cash balances on hand, cash equivalents, and marketable securities;
•cash flows from operations;
•proceeds from our credit facilities;
•funds generated through unconsolidated venture arrangements;
•proceeds from mortgage financing or refinancing of various assets;
•funds raised in the debt or equity markets; and
•proceeds from the disposition of assets.
Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity.
Over the near-term, we expect that our liquidity requirements will primarily arise from:
•working capital;
•operating costs such as labor costs, severance costs, general and administrative expense, and supply costs;
•debt, interest, and lease payments;
•investment in our healthcare and wellness initiatives;
•transaction consideration and related expenses;
•capital expenditures and improvements;
•cash collateral required to be posted in connection with our financial instruments and insurance programs; and
•other corporate initiatives (including information systems and other strategic projects).
We are highly leveraged and have significant debt and lease obligations. As of June 30, 2026, we had $4.3 billion of debt outstanding at a weighted average interest rate of 5.09%. As of such date, 88.9%, or $3.9 billion, of our total debt obligations represented non-recourse property-level mortgage financings.
As of June 30, 2026, we had $1.2 billion of operating and financing lease obligations, and for the twelve months ending June 30, 2027, we will be required to make approximately $193.9 million of cash lease payments in connection with our existing operating and financing leases.
Total liquidity of $565.8 million as of June 30, 2026 included $370.4 million of unrestricted cash and cash equivalents (excluding restricted cash of $71.1 million), $19.9 million of marketable securities, and $175.6 million of availability on our secured credit facility. Total liquidity as of June 30, 2026 increased $188.2 million from December 31, 2025.
We currently estimate our historical principal sources of liquidity, primarily our cash flows from operations, together with cash balances on hand and cash equivalents, availability on our secured credit facility, and proceeds from financings and refinancings of various assets will be sufficient to fund our liquidity needs for at least the next 12 months. We continue to focus on increasing our RevPAR, maintaining appropriate expense discipline, continuing to refinance or exercise available extension options for maturing debt, and continuing to evaluate our capital structure and the state of debt and equity markets. There is no assurance that financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in monetizing certain assets or exercising extension options.
Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on February 19, 2026. Since the amount of mortgage financing available for our communities is generally dependent on their appraised values and performance, decreases in their appraised values, including due to adverse changes in real estate market conditions, or their performance, could result in available mortgage refinancing amounts that are less than the communities’ maturing indebtedness. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. As of June 30, 2026, 9% of our owned communities were unencumbered by mortgage debt.
As of June 30, 2026, the current portion of long-term debt was $70.9 million, which includes $23.3 million of our 2.00% convertible senior notes due October 15, 2026. We have completed the refinancing of all of our mortgage debt maturities due in 2027. Our inability to obtain refinancing proceeds sufficient to cover 2028 and later maturing indebtedness could adversely
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impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable. Shortfalls in cash flows from estimated operating results or other principal sources of liquidity may have an adverse impact on our ability to fund our planned capital expenditures or to fund investments to support our strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.
Funding our planned capital expenditures or investments to support our strategy may require additional capital. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the percentage ownership of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. Any newly issued equity securities may have rights, preferences, or privileges senior to those of our common stock. If we are unable to raise additional funds or obtain them on terms acceptable to us, we may have to delay or abandon our plans.
Capital Expenditures
Our capital expenditures for the six months ended June 30, 2026 are comprised of community-level and corporate capital expenditures. Community-level capital expenditures include maintenance expenditures (including routine maintenance of communities over $1,500 per occurrence), community renovations, unit upgrades (including unit turnovers over $500 per unit), and other major building infrastructure projects (including replacements of major building systems). Corporate capital expenditures include those for information technology systems and equipment and the remediation or replacement of assets as a result of casualty losses.
The following table summarizes our capital expenditures for the six months ended June 30, 2026 for our consolidated business.
(in thousands)
Community-level capital expenditures, net(1) $ 71,077
Corporate capital expenditures, net 15,261
Non-development capital expenditures, net $ 86,338
(1)Reflects the amount invested, net of lessor reimbursements of $14.3 million.
Credit Facilities
In June 2026, we amended our revolving credit agreement with Capital One, National Association acting as administrative agent, and lender and the other lenders from time to time parties thereto. The amended agreement provides an expanded commitment of up to $200.0 million, representing up to a $100 million increase, which can be drawn in cash or as letters of credit. The credit facility matures in April 2029, and we have the option to extend the facility for two additional one-year terms, subject to the satisfaction of certain conditions. Amounts drawn under the facility bear interest at the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging from 2.25% to 2.50% based upon the percentage of the total commitment drawn. Additionally, a quarterly commitment fee of 0.25% to 0.35% per annum is applicable based upon the percentage of the total commitment drawn. The revolving credit facility is currently secured by first priority mortgages and negative pledges on certain of our communities. Available capacity under the facility will vary from time to time based upon certain calculations related to the appraised value and performance of the communities securing the credit facility and the variable interest rate of the credit facility.
As of June 30, 2026, $23.0 million of borrowings and $1.4 million of letters of credit were outstanding under our $200.0 million secured credit facility, and the facility had $175.6 million of availability. We also had separate letter of credit facilities providing up to $68.0 million of letters of credit as of June 30, 2026 under which $54.1 million had been issued as of that date.
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Long-Term Leases
As of June 30, 2026, we operated 176 communities under long-term leases (167 operating leases and 9 financing leases). The substantial majority of our lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, we guarantee the performance and lease payment obligations of our subsidiary lessees under the master leases. Due to the nature of such master leases, it is difficult to restructure the composition of our leased portfolios or economic terms of the leases without the consent of the applicable landlord. In addition, an event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio.
The leases relating to substantially all of our leased communities are fixed-rate leases with annual escalators that are fixed. We are responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The lease terms generally provide for renewal or extension options, or in certain cases, purchase options.
The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity, and net worth levels and lease coverage ratios. Our lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Certain leases contain cure provisions, which generally allow us to post an additional lease security deposit if the required covenant is not met.
Certain of our master leases contain radius restrictions, which limit our ability to own, develop, or acquire new communities within a specified distance from certain existing communities covered by such agreements. These radius restrictions could negatively affect our ability to expand, develop, or acquire senior housing communities and operating companies.
For the six months ended June 30, 2026, our cash lease payments for our operating leases were $95.1 million and for our financing leases were $4.2 million. For the twelve months ending June 30, 2027, we will be required to make approximately $193.9 million of cash lease payments in connection with our existing operating and financing leases.
Debt and Lease Covenants
Certain of our long-term debt and lease documents contain restrictions, maintenance and capital expenditure obligations, and financial covenants, such as those requiring us to maintain prescribed minimum liquidity and net worth levels and debt service and lease coverage ratios, and requiring us not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. These covenants include a requirement contained in certain of our long-term debt documents for us to maintain liquid assets of at least $130.0 million at each quarter-end determination date. As of June 30, 2026, our liquid assets were $390.3 million, which included $370.4 million of unrestricted cash and cash equivalents and $19.9 million of marketable securities.
In addition, our debt and lease documents generally contain non-financial covenants, such as those requiring us to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. Our failure to comply with applicable covenants could constitute an event of default under the applicable debt or lease documents. Many of our debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors).
Furthermore, our mortgage debt is secured by our communities and, in certain cases, our long-term debt and leases are secured by a guaranty by us and/or one or more of our subsidiaries. Therefore, if an event of default has occurred under any of our debt or lease documents, subject to cure provisions in certain instances, the respective lender or lessor would have the right to declare all the related outstanding amounts of indebtedness or cash lease obligations immediately due and payable, to foreclose on our mortgaged communities, to terminate our leasehold interests, to foreclose on other collateral securing the indebtedness and leases, to discontinue our operation of leased communities, and/or to pursue other remedies available to such lender or lessor. Further, an event of default could trigger cross-default provisions in our other debt and lease documents (including documents with other lenders or lessors). We cannot provide assurance that we would be able to pay the debt or lease obligations if they became due upon acceleration following an event of default.
As of June 30, 2026, we are in compliance with the financial covenants of our debt agreements and long-term leases.
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Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q contains the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, which are not calculated in accordance with GAAP. Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting our performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by operating activities. We caution investors that amounts presented in accordance with our definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. We urge investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP performance measure that we define as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, legal, cost reduction, or organizational restructuring items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, and transaction, legal, and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to our efforts to reduce general and administrative expense and our senior leadership changes, including severance.
We believe that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to our financing and capital structure and other items that management does not consider as part of our underlying core operating performance and that management believes impact the comparability of performance between periods; (iii) we believe that this measure is used by research analysts and investors to evaluate our operating results and to value companies in our industry; and (iv) we use the measure for components of executive compensation.
Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate our business under our current financing and capital structure; (ii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of our communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) we may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation expense, and transaction, legal, and other costs, and such income/expense may significantly affect our operating results.
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The table below reconciles Adjusted EBITDA from net income (loss).
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net income (loss) $ 23,257 $ (43,039) $ 16,353 $ (108,032)
Provision (benefit) for income taxes 5,526 (271) 5,097 (947)
Loss (gain) on debt modification and extinguishment, net 2,934 115 5,720 35,335
Other non-operating (income) loss (708) (2,060) (823) (3,418)
Interest expense 58,320 63,081 117,872 128,112
Interest income (4,081) (2,919) (7,194) (6,567)
Income (loss) from operations 85,248 14,907 137,025 44,483
Depreciation and amortization 71,109 92,853 144,572 183,829
Asset impairment 3,900 577 10,015 2,364
Loss (gain) on sale of communities, net (45,391) (43) (49,425) (43)
Operating lease expense adjustment (1,040) (4,846) (1,760) (8,699)
Non-cash stock-based compensation expense 3,721 3,089 7,401 7,068
Transaction, legal, and organizational restructuring costs 4,515 10,513 5,286 12,187
Adjusted EBITDA $ 122,062 $ 117,050 $ 253,114 $ 241,189
Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP liquidity measure that we define as net cash provided by operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds; less: non-development capital expenditures and payment of financing lease obligations. Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for our communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities.
We believe that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by our management for budgeting and other planning purposes, to review our historic and prospective sources of operating liquidity, and to review our ability to service our outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed.
Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect our liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons.
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The table below reconciles Adjusted Free Cash Flow from net cash provided by operating activities.
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net cash provided by operating activities $ 91,915 $ 83,564 $ 112,802 $ 106,966
Net cash provided by (used in) investing activities 37,600 (50,399) 7,866 (377,154)
Net cash provided by (used in) financing activities (21,632) (25,759) (22,140) 213,910
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 107,883 $ 7,406 $ 98,528 $ (56,278)
Net cash provided by operating activities $ 91,915 $ 83,564 $ 112,802 $ 106,966
Changes in prepaid insurance premiums financed with notes payable (6,636) (7,298) 13,563 15,094
Changes in assets and liabilities for lessor capital expenditure reimbursements under operating leases (9,481) (9,319) (14,256) (11,332)
Non-development capital expenditures, net (37,958) (48,814) (86,338) (89,941)
Property and casualty insurance proceeds 667 2,072 807 3,487
Payment of financing lease obligations (302) (297) (598) (586)
Adjusted Free Cash Flow $ 38,205 $ 19,908 $ 25,980 $ 23,688