Brookdale Senior Living (BKD) 10-Q 8 May 24 2024 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	May 06, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-32641
Entity Registrant Name	BROOKDALE SENIOR LIVING INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-3068069
Entity Address, Address Line One	111 Westwood Place,
Entity Address, Address Line Two	Suite 400,
Entity Address, City or Town	Brentwood,
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	221-2250
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		193,012,561
Entity Central Index Key	0001332349
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common stock:
Document Information [Line Items]
Title of 12(b) security	Common Stock, $0.01 Par Value Per Share
Entity Trading Symbol	BKD
Security Exchange Name	NYSE
Tangible Equity Units, 7.00%
Document Information [Line Items]
Title of 12(b) security	7.00% Tangible Equity Units
Entity Trading Symbol	BKDT
Security Exchange Name	NYSE

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 318,549	$ 277,971
Marketable securities	0	29,755
Restricted cash	45,673	41,341
Accounts receivable, net	49,645	48,393
Prepaid expenses and other current assets, net	101,869	80,908
Total current assets	515,736	478,368
Property, plant and equipment and leasehold intangibles, net	4,293,925	4,330,629
Operating lease right-of-use assets	639,359	670,907
Restricted cash	31,444	30,356
Goodwill	27,321	27,321
Other assets, net	34,539	35,854
Total assets	5,542,324	5,573,435
Current liabilities
Current portion of long-term debt	65,681	41,463
Current portion of financing lease obligations	1,095	1,075
Current portion of operating lease obligations	196,560	192,631
Trade accounts payable	74,497	66,526
Accrued expenses	217,941	242,668
Refundable fees and deferred revenue	58,477	55,753
Total current liabilities	614,251	600,116
Long-term debt, less current portion	3,692,132	3,655,850
Financing lease obligations, less current portion	150,495	150,774
Operating lease obligations, less current portion	635,378	683,876
Deferred tax liability	5,562	5,987
Other liabilities	69,058	71,679
Total liabilities	5,166,876	5,168,282
Preferred stock, $0.01 par value, 50,000,000 shares authorized at March 31, 2024 and December 31, 2023; no shares issued and outstanding	0	0
Common stock, $0.01 par value, 400,000,000 shares authorized at March 31, 2024 and December 31, 2023; 203,540,086 and 198,780,826 shares issued and 193,012,561 and 188,253,301 shares outstanding, respectively	2,035	1,988
Additional paid-in-capital	4,342,191	4,342,362
Treasury stock, at cost; 10,527,525 shares at March 31, 2024 and December 31, 2023	(102,774)	(102,774)
Accumulated deficit	(3,867,478)	(3,837,912)
Total Brookdale Senior Living Inc. stockholders' equity	373,974	403,664
Noncontrolling interest	1,474	1,489
Total equity	375,448	405,153
Total liabilities and equity	$ 5,542,324	$ 5,573,435

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	203,540,086	198,780,826
Common stock, shares outstanding (in shares)	193,012,561	188,253,301
Treasury stock, shares (in shares)	10,527,525	10,527,525

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Revenue	$ 782,831	$ 753,263
Expense
General and administrative expense (including non-cash stock-based compensation expense of $3,273, $3,104, $3,273, and $3,104, respectively)	45,732	48,619
Facility operating lease expense	51,496	46,127
Depreciation and amortization	86,127	84,934
Asset impairment	1,708	0
Income (loss) from operations	19,246	7,822
Interest income	4,778	5,326
Interest expense:
Debt	(53,456)	(50,315)
Financing lease obligations	(5,061)	(6,552)
Amortization of deferred financing costs	(2,257)	(1,940)
Change in fair value of derivatives	3,087	(904)
Equity in earnings (loss) of unconsolidated ventures	0	(577)
Non-operating gain (loss) on sale of assets, net	704	0
Other non-operating income (loss)	3,338	3,149
Income (loss) before income taxes	(29,621)	(43,991)
Benefit (provision) for income taxes	40	(572)
Net income (loss)	(29,581)	(44,563)
Net (income) loss attributable to noncontrolling interest	15	14
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$ (29,566)	$ (44,549)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders
Basic net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders (in dollars per share)	$ (0.13)	$ (0.20)
Diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders (in dollars per share)	$ (0.13)	$ (0.20)
Weighted average shares used in computing basic and diluted net income (loss) per share
Weighted average shares used in computing basic net income (loss) per share (in shares)	225,890	224,578
Weighted average shares used in computing diluted net income (loss) per share (in shares)	225,890	224,578
Resident fees
Revenue
Revenue	$ 744,241	$ 713,404
Management fees
Revenue
Revenue	2,618	2,577
Reimbursed costs incurred on behalf of managed communities
Revenue
Revenue	35,972	34,954
Expense
Costs incurred	35,972	34,954
Other operating income
Revenue
Revenue	0	2,328
Facility operating expense
Expense
Costs incurred	$ 542,550	$ 530,807

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Depreciation and amortization	$ 79,904	$ 79,317
Non-cash stock-based compensation expense	$ 3,273	$ 3,104

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Common stock:	Additional paid-in-capital:	Treasury stock:	Accumulated deficit:	Noncontrolling interest:
Balance at beginning of period at Dec. 31, 2022	$ 584,153	$ 1,978	$ 4,332,302	$ (102,774)	$ (3,648,901)	$ 1,548
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net		16	(16)
Shares withheld for employee taxes		(6)	(1,834)
Compensation expense related to restricted stock grants			3,104
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	(44,549)				(44,549)
Net income (loss) attributable to noncontrolling interest	(44,563)					(14)
Balance at end of period at Mar. 31, 2023	540,854	$ 1,988	4,333,556	(102,774)	(3,693,450)	1,534
Balance at beginning of period (in shares) at Dec. 31, 2022		187,249,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock and restricted stock units, net (in shares)		1,545,000
Shares withheld for employee taxes (in shares)		(559,000)
Balances at end of period (in shares) at Mar. 31, 2023		188,235,000
Balance at beginning of period at Dec. 31, 2023	405,153	$ 1,988	4,342,362	(102,774)	(3,837,912)	1,489
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of prepaid stock purchase contracts		35	(35)
Restricted stock and restricted stock units, net		18	(18)
Shares withheld for employee taxes		(6)	(3,391)
Compensation expense related to restricted stock grants			3,273
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	(29,566)				(29,566)
Net income (loss) attributable to noncontrolling interest	(29,581)					(15)
Balance at end of period at Mar. 31, 2024	$ 375,448	$ 2,035	$ 4,342,191	$ (102,774)	$ (3,867,478)	$ 1,474
Balance at beginning of period (in shares) at Dec. 31, 2023	188,253,301	188,253,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued for settlement of prepaid stock purchase contracts (in shares)		3,556,877
Restricted stock and restricted stock units, net (in shares)		1,778,000
Shares withheld for employee taxes (in shares)		(575,000)
Balances at end of period (in shares) at Mar. 31, 2024	193,012,561	193,013,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$ (29,581)	$ (44,563)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization, net	88,384	86,874
Asset impairment	1,708	0
Equity in (earnings) loss of unconsolidated ventures	0	577
Amortization of entrance fees	0	(508)
Proceeds from deferred entrance fee revenue	0	324
Deferred income tax (benefit) provision	(425)	244
Operating lease expense adjustment	(13,089)	(10,805)
Change in fair value of derivatives	(3,087)	904
Loss (gain) on sale of assets, net	(704)	0
Non-cash stock-based compensation expense	3,273	3,104
Property and casualty insurance income	(2,626)	(3,295)
Changes in operating assets and liabilities:
Accounts receivable, net	(1,253)	3,143
Prepaid expenses and other assets, net	1,708	(7,602)
Prepaid insurance premiums financed with notes payable	(23,319)	(19,305)
Trade accounts payable and accrued expenses	(25,109)	(1,386)
Refundable fees and deferred revenue	2,725	14,092
Operating lease assets and liabilities for lessor capital expenditure reimbursements	249	2,244
Net cash provided by (used in) operating activities	(1,146)	24,042
Cash Flows from Investing Activities
Purchase of marketable securities	0	(49,674)
Sale and maturities of marketable securities	30,000	30,000
Capital expenditures, net of related payables	(44,399)	(49,700)
Proceeds from sale of assets, net	849	0
Property and casualty insurance proceeds	2,642	6,422
Purchase of interest rate cap instruments	(629)	(212)
Proceeds from interest rate cap instruments	4,659	1,212
Other	(68)	(67)
Net cash provided by (used in) investing activities	(6,946)	(62,019)
Cash Flows from Financing Activities
Proceeds from debt	80,923	25,519
Repayment of debt and financing lease obligations	(20,502)	(23,322)
Payment of financing costs, net of related payables	(2,934)	(346)
Payments of employee taxes for withheld shares	(3,397)	(1,680)
Net cash provided by (used in) financing activities	54,090	171
Net increase (decrease) in cash, cash equivalents, and restricted cash	45,998	(37,806)
Cash, cash equivalents, and restricted cash at beginning of period	349,668	474,548
Cash, cash equivalents, and restricted cash at end of period	$ 395,666	$ 436,742

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	1. Description of Business Brookdale Senior Living Inc. together with its consolidated subsidiaries ("Brookdale" or the "Company") is an operator of 652 senior living communities throughout the United States. The Company is committed to its mission of enriching the lives of the people it serves with compassion, respect, excellence, and integrity. The Company operates and manages independent living, assisted living, memory care, and continuing care retirement communities ("CCRCs"). The Company's senior living communities and its comprehensive network help to provide seniors with care, connection, and services in an environment that feels like home. As of March 31, 2024, the Company owned 345 communities, representing a majority of the Company's community portfolio, leased 277 communities, and managed 30 communities.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 21, 2024. Principles of Consolidation The condensed consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying unaudited condensed consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue, asset impairments, self-insurance reserves, performance-based compensation, allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements Interest Rate Derivatives The Company's derivative assets include interest rate cap and swap instruments that effectively manage the risk above certain interest rates for a portion of the Company's long-term variable rate debt. The Company has not designated the interest rate cap and swap instruments as hedging instruments and as such, changes in the fair value of the instruments are recognized in earnings in the period of the change. The interest rate derivative positions are valued using models developed by the respective counterparty that use as their basis readily available observable market parameters (such as forward yield curves) and are classified within Level 2 of the valuation hierarchy. The Company considers the credit risk of its counterparties when evaluating the fair value of its derivatives. The following table summarizes the Company's Secured Overnight Financing Rate ("SOFR") interest rate cap instruments as of March 31, 2024. ($ in millions) Current notional balance $ 1,281.9 Weighted average fixed cap rate 4.05 % Weighted average remaining term 0.6 years Estimated asset fair value (included in other assets, net) $ 11.8 As of December 31, 2023, the estimated fair value of the interest rate cap instruments was $13.3 million. The following table summarizes the Company's SOFR interest rate swap instrument as of March 31, 2024. ($ in millions) Current notional balance $ 220.0 Fixed interest rate 3.00 % Remaining term 0.1 years Estimated asset fair value (included in other assets, net) $ 0.9 As of December 31, 2023, the estimated fair value of the interest rate swap instrument was $1.6 million. Long-term debt The Company estimates the fair value of its debt primarily using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company estimates the fair value of its convertible senior notes based on valuations provided by third-party pricing services. The Company had outstanding long-term debt with a carrying amount of approximately $3.8 billion and $3.7 billion as of March 31, 2024 and December 31, 2023, respectively. Fair value of the long-term debt is approximately $3.5 billion and $3.4 billion as of March 31, 2024 and December 31, 2023, respectively. The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue	4. Revenue For the three months ended March 31, 2024 and 2023, the Company generated 93.9% and 93.6%, respectively, of its resident fee revenue from private pay customers and the remainder from government reimbursement programs and other payor sources. Refer to Note 13 for disaggregation of revenue by reportable segment. The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in advance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. Additionally, certain of the Company's revenue-generating contracts include non-refundable fees that are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied. The Company had total deferred revenue (included within refundable fees and deferred revenue and other liabilities within the condensed consolidated balance sheets) of $51.3 million and $48.3 million, including $27.1 million and $24.1 million of monthly resident fees billed and received in advance, as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024 and 2023, the Company recognized $35.2 million and $36.9 million, respectively, of revenue that was included in the deferred revenue balance as of January 1, 2024 and 2023, respectively. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose amounts for remaining performance obligations that have original expected durations of one year or less.

Property, Plant and Equipment a

Property, Plant and Equipment and Leasehold Intangibles, Net	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment and Leasehold Intangibles, Net	5. Property, Plant and Equipment and Leasehold Intangibles, Net As of March 31, 2024 and December 31, 2023, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following. (in thousands) March 31, 2024 December 31, 2023 Land $ 500,649 $ 500,649 Buildings and improvements 5,362,393 5,348,133 Furniture and equipment 1,125,892 1,111,408 Resident in-place lease intangibles 282,411 282,411 Construction in progress 38,763 33,905 Assets under financing leases and leasehold improvements 1,086,680 1,070,900 Property, plant and equipment and leasehold intangibles 8,396,788 8,347,406 Accumulated depreciation and amortization (4,102,863) (4,016,777) Property, plant and equipment and leasehold intangibles, net $ 4,293,925 $ 4,330,629 Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. The Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $86.1 million and $84.9 million for the three months ended March 31, 2024 and 2023, respectively. The Company recognized $1.7 million for the three months ended March 31, 2024 of non-cash impairment charges in its operating results for its property, plant and equipment and leasehold intangibles assets, primarily due to property damage sustained at certain communities.

Debt

Debt	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consists of the following. (in thousands) March 31, 2024 December 31, 2023 Fixed rate mortgage notes payable due 2025 through 2047; weighted average interest rate of 4.26% as of both March 31, 2024 and December 31, 2023 $ 1,947,548 $ 1,953,414 Variable rate mortgage notes payable due 2025 through 2030; weighted average interest rate of 7.75% and 7.74% as of March 31, 2024 and December 31, 2023, respectively 1,570,918 1,524,907 Convertible notes payable due October 2026; interest rate of 2.00% as of both March 31, 2024 and December 31, 2023 230,000 230,000 Tangible equity units senior amortizing notes due November 2025; interest rate of 10.25% as of both March 31, 2024 and December 31, 2023 15,935 17,990 Notes payable for insurance premium financing due 2024; interest rate of 7.40% as of March 31, 2024 22,592 — Deferred financing costs, net (29,180) (28,998) Total long-term debt 3,757,813 3,697,313 Current portion 65,681 41,463 Total long-term debt, less current portion $ 3,692,132 $ 3,655,850 As of March 31, 2024, the long-term debt, less current portion within the Company's condensed consolidated balance sheet includes $100.0 million of mortgage notes payable scheduled to mature in January 2025 with two one-year extension options, exercisable by the Company subject to the satisfaction of certain conditions. As of March 31, 2024, 91.1%, or $3.4 billion, of the Company's total debt obligations represented non-recourse property-level mortgage financings. As of March 31, 2024, $63.5 million of letters of credit and no cash borrowings were outstanding under the Company's $100.0 million secured credit facility. The Company also had a separate secured letter of credit facility providing up to $15.0 million of letters of credit as of March 31, 2024 under which $14.5 million had been issued as of that date. 2024 Mortgage Financing In February 2024, the Company obtained $50.0 million of debt secured by first priority mortgages on 11 communities. The loan bears interest at a variable rate equal to SOFR plus a margin of 350 basis points. The debt matures in February 2027 with two one-year extension options, exercisable subject to certain performance criteria. Financial Covenants Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, and requiring the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt 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, the Company's mortgage debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of March 31, 2024, the Company is in compliance with the financial covenants of its debt agreements.

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	7. Leases As of March 31, 2024, the Company operated 277 communities under long-term leases (263 operating leases and 14 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, the Company guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's 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). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of March 31, 2024, the Company is in compliance with the financial covenants of its long-term leases. Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company did not recognize any such impairment charges for the three months ended March 31, 2024 and 2023. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Operating Leases (in thousands) 2024 2023 Facility operating expense $ 1,920 $ 1,626 Facility lease expense 51,496 46,127 Operating lease expense 53,416 47,753 Operating lease expense adjustment (1) 13,089 10,805 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (249) (2,244) Operating net cash outflows from operating leases $ 66,256 $ 56,314 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Financing Leases (in thousands) 2024 2023 Depreciation and amortization $ 2,872 $ 6,655 Interest expense: financing lease obligations 5,061 6,552 Financing lease expense $ 7,933 $ 13,207 Operating cash outflows from financing leases $ 5,061 $ 6,552 Financing cash outflows from financing leases 262 5,852 Total net cash outflows from financing leases $ 5,323 $ 12,404 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of March 31, 2024 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2024 (nine months) $ 196,034 $ 15,198 2025 262,030 6,850 2026 147,485 6,834 2027 149,317 6,083 2028 86,181 5,917 Thereafter 251,474 20,626 Total lease payments 1,092,521 61,508 Purchase option liability and non-cash gain on future sale of property — 145,136 Imputed interest and variable lease payments (260,583) (55,054) Total lease obligations $ 831,938 $ 151,590
Leases	7. Leases As of March 31, 2024, the Company operated 277 communities under long-term leases (263 operating leases and 14 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. In certain cases, the Company guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs and maintenance, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's 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). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of March 31, 2024, the Company is in compliance with the financial covenants of its long-term leases. Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company did not recognize any such impairment charges for the three months ended March 31, 2024 and 2023. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Operating Leases (in thousands) 2024 2023 Facility operating expense $ 1,920 $ 1,626 Facility lease expense 51,496 46,127 Operating lease expense 53,416 47,753 Operating lease expense adjustment (1) 13,089 10,805 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (249) (2,244) Operating net cash outflows from operating leases $ 66,256 $ 56,314 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Financing Leases (in thousands) 2024 2023 Depreciation and amortization $ 2,872 $ 6,655 Interest expense: financing lease obligations 5,061 6,552 Financing lease expense $ 7,933 $ 13,207 Operating cash outflows from financing leases $ 5,061 $ 6,552 Financing cash outflows from financing leases 262 5,852 Total net cash outflows from financing leases $ 5,323 $ 12,404 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of March 31, 2024 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2024 (nine months) $ 196,034 $ 15,198 2025 262,030 6,850 2026 147,485 6,834 2027 149,317 6,083 2028 86,181 5,917 Thereafter 251,474 20,626 Total lease payments 1,092,521 61,508 Purchase option liability and non-cash gain on future sale of property — 145,136 Imputed interest and variable lease payments (260,583) (55,054) Total lease obligations $ 831,938 $ 151,590

Litigation

Litigation	3 Months Ended
	Mar. 31, 2024
Litigation [Abstract]
Litigation	8. Litigation The Company has been and is currently involved in litigation and claims incidental to the conduct of its business, which it believes are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at the Company's communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, the Company maintains general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards. The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. The Company uses its wholly-owned captive insurance company for the purpose of insuring certain portions of its risk retention under its general and professional liability insurance programs. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts, for claims that exceed the funding level of the Company's wholly-owned captive insurance company, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. The senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement actions, or litigation related to regulatory compliance matters. In addition, the Company is subject to various government reviews, audits, and investigations to verify compliance with Medicare and Medicaid programs and other applicable laws and regulations. The Centers for Medicare & Medicaid Services ("CMS") has engaged third-party firms to review claims data to evaluate appropriateness of billings. In addition to identifying overpayments, audit contractors can refer suspected violations to government authorities. In addition, states' Attorneys General vigorously enforce consumer protection laws as those laws relate to the senior living industry. An adverse outcome of government scrutiny may result in citations, sanctions, other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and damage to the Company's business reputation. The Company's costs to respond to and defend any such audits, reviews, and investigations may be significant. In June 2020, the Company and several current and former executive officers were named as defendants in a putative class action lawsuit alleging violations of the federal securities laws filed in the federal court for the Middle District of Tennessee. The lawsuit asserted that the defendants made material misstatements and omissions concerning the Company's business, operational and compliance policies, compliance with applicable regulations and statutes, and staffing practices that caused the Company's stock price to be artificially inflated between August 2016 and April 2020. The district court dismissed the lawsuit and entered judgment in favor of the defendants in September 2021, and the plaintiffs did not file an appeal. Between October 2020 and June 2021, alleged stockholders of the Company filed several stockholder derivative lawsuits in the federal courts for the Middle District of Tennessee and the District of Delaware, which were subsequently transferred to the Middle District of Tennessee and consolidated into two lawsuits. In January 2024, the court dismissed one of the two derivative lawsuits. Plaintiffs have appealed the dismissal to the United States Court of Appeals for the Sixth Circuit. The other derivative lawsuit remains pending with the Middle District of Tennessee and asserts claims on behalf of the Company against certain current and former officers and directors for alleged breaches of duties owed to the Company. The complaint incorporates substantively similar allegations to the securities lawsuit previously described.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	9. Stock-Based Compensation Grants of restricted stock units and stock awards under the Company's 2014 Omnibus Incentive Plan were as follows. (in thousands, except for weighted average amounts) Restricted Stock Unit and Stock Award Grants Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2024 2,224 $ 6.36 $ 14,148

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Earnings Per Share	10. Earnings Per Share Potentially dilutive common stock equivalents for the Company include convertible senior notes, warrants, unvested restricted stock, restricted stock units, and prepaid stock purchase contracts. On October 1, 2021, the Company issued $230.0 million principal amount of 2.00% convertible senior notes due 2026 (the "Notes"). As of March 31, 2024, the maximum number of shares issuable upon settlement of the Notes is 38.3 million (after giving effect to additional shares that would be issuable upon conversion in connection with the occurrence of certain corporate or other events). On July 26, 2020, the Company issued to Ventas, Inc. ("Ventas") a warrant (the "Warrant") to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas' option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock, and business combination transactions. During the three months ended December 31, 2022, the Company issued 2,875,000 of its 7.00% tangible equity units (the "Units") at a public offering price of $50.00 per Unit for an aggregate offering of $143.8 million. Each Unit is comprised of a prepaid stock purchase contract and a senior amortizing note with an initial principal amount of $8.8996. Unless settled early in accordance with the terms of the instruments, under each purchase contract, the Company is obligated to deliver to the holder on November 15, 2025 a minimum of 12.9341, and a maximum of 15.1976, shares of the Company's common stock depending on the daily volume-weighted average price of its common stock for the 20 trading days preceding the settlement date. During the three months ended March 31, 2024, 275,000 of the Units were separated at the election of the holders into the two components, prepaid stock purchase contracts and senior amortizing notes, and the Company delivered 3,556,877 shares of the Company’s common stock upon settlement of such prepaid stock purchase contracts. As of March 31, 2024, 2,600,000 prepaid stock purchase contracts remain outstanding, and the maximum number of shares issuable upon settlement of the Units' prepaid stock purchase contracts is 39.5 million. Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding, after giving effect to the minimum number of shares issuable upon settlement of the prepaid stock purchase contract component of the Units. The following table summarizes the computation of basic weighted average shares presented in the condensed consolidated statements of operations. Three Months Ended March 31, (in thousands) 2024 2023 Weighted average common shares outstanding 190,062 187,392 Weighted average minimum shares issuable under purchase contracts 35,828 37,186 Weighted average shares outstanding - basic 225,890 224,578 Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. For the purposes of computing diluted EPS, weighted average shares outstanding do not include potentially dilutive securities that are anti-dilutive under the treasury stock method or if-converted method, and performance-based equity awards are included based on the attainment of the applicable performance metrics as of the end of the reporting period. The Company has the following potentially outstanding shares of common stock, which were excluded from the computation of diluted net income (loss) per share attributable to common stockholders in both periods as a result of the net loss. As of March 31, (in millions) 2024 2023 Convertible senior notes 38.3 38.3 Warrants 16.3 16.3 Restricted stock and restricted stock units 6.5 6.6 Incremental shares issuable under purchase contracts 5.9 6.5 Total 67.0 67.7

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes The difference between the Company's effective tax rate for the three months ended March 31, 2024 and 2023 was primarily due to an increase in the tax benefit on the vesting of restricted stock units and restricted stock awards for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The Company recorded an aggregate deferred federal, state, and local tax benefit of $7.6 million for the three months ended March 31, 2024, which was partially offset by an increase to the valuation allowance of $7.2 million. The Company recorded an aggregate deferred federal, state, and local tax benefit of $9.4 million for the three months ended March 31, 2023, which was offset by an increase to the valuation allowance of $9.7 million. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of March 31, 2024 and December 31, 2023 was $481.4 million and $474.2 million, respectively. The increase in the valuation allowance for both the three months ended March 31, 2024 and 2023 is the result of current operating losses during the periods and the anticipated reversal of future tax liabilities offset by future tax deductions. The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three months ended March 31, 2024 and 2023 which are included in income tax expense or benefit for the period. As of March 31, 2024, tax returns for years 2019 through 2022 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.

Supplemental Disclosure of Cash

Supplemental Disclosure of Cash Flow Information	3 Months Ended
	Mar. 31, 2024
Supplemental Cash Flow Elements [Abstract]
Supplemental Disclosure of Cash Flow Information	12. Supplemental Disclosure of Cash Flow Information Three Months Ended (in thousands) 2024 2023 Supplemental Disclosure of Cash Flow Information: Interest paid $ 56,271 $ 55,110 Income taxes paid, net of (refunds) $ 3 $ (1,346) Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 50,591 $ 62,912 Capital expenditures - development, net 218 519 Capital expenditures - non-development - reimbursable from lessor 249 2,244 Trade accounts payable (6,659) (15,975) Net cash paid $ 44,399 $ 49,700 Restricted cash consists principally of escrow deposits for interest rate caps, real estate taxes, property insurance, capital expenditures, and debt service reserves required by certain lenders under mortgage debt agreements, deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs, and regulatory reserves for certain CCRCs. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) March 31, 2024 December 31, 2023 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 318,549 $ 277,971 Restricted cash 45,673 41,341 Long-term restricted cash 31,444 30,356 Total cash, cash equivalents, and restricted cash $ 395,666 $ 349,668

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Segment Information	13. Segment Information The Company has three reportable segments: Independent Living; Assisted Living and Memory Care; and CCRCs. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. Independent Living . The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire to live in a residential setting that feels like home, without the efforts of ownership. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a broad continuum of senior independent and assisted living services to accommodate their changing needs. Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily living for the Company's residents. The Company's assisted living and memory care communities include both freestanding, multi-story communities, as well as smaller, freestanding, single story communities. The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias. CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate a broad spectrum of physical ability and healthcare needs. Most of the Company's CCRCs have independent living, assisted living, memory care, and skilled nursing available on one campus. All Other. All Other includes communities operated by the Company pursuant to management agreements. Under the management agreements for these communities, the Company receives management fees as well as reimbursement of expenses it incurs on behalf of the owners. The following tables set forth selected segment financial data. Three Months Ended (in thousands) 2024 2023 Revenue and other operating income: Independent Living (1) $ 148,948 $ 140,656 Assisted Living and Memory Care (1) 510,872 488,804 CCRCs (1) 84,421 86,272 All Other 38,590 37,531 Total revenue and other operating income $ 782,831 $ 753,263 Segment operating income: (2) Independent Living $ 48,643 $ 46,833 Assisted Living and Memory Care 137,458 124,593 CCRCs 15,590 13,499 All Other 2,618 2,577 Total segment operating income 204,309 187,502 General and administrative expense (including non-cash stock-based compensation expense) 45,732 48,619 Facility operating lease expense 51,496 46,127 Depreciation and amortization 86,127 84,934 Asset impairment 1,708 — Income (loss) from operations $ 19,246 $ 7,822 As of (in thousands) March 31, 2024 December 31, 2023 Total assets: Independent Living (3) $ 1,192,142 $ 1,206,021 Assisted Living and Memory Care 3,279,194 3,315,921 CCRCs 607,107 612,521 Corporate and All Other 463,881 438,972 Total assets $ 5,542,324 $ 5,573,435 (1) Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities. (3) The Company's total carrying amount of goodwill is included on the Independent Living segment and was $27.3 million as of both March 31, 2024 and December 31, 2023.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$ (29,566)	$ (44,549)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation
Principles of Consolidation	Principles of Consolidation
Use of Estimates	Use of Estimates
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of Interest Rate Caps	The following table summarizes the Company's Secured Overnight Financing Rate ("SOFR") interest rate cap instruments as of March 31, 2024. ($ in millions) Current notional balance $ 1,281.9 Weighted average fixed cap rate 4.05 % Weighted average remaining term 0.6 years Estimated asset fair value (included in other assets, net) $ 11.8 The following table summarizes the Company's SOFR interest rate swap instrument as of March 31, 2024. ($ in millions) Current notional balance $ 220.0 Fixed interest rate 3.00 % Remaining term 0.1 years Estimated asset fair value (included in other assets, net) $ 0.9

Property, Plant and Equipment_2

Property, Plant and Equipment and Leasehold Intangibles, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment and Leasehold Intangibles, Net	As of March 31, 2024 and December 31, 2023, net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following. (in thousands) March 31, 2024 December 31, 2023 Land $ 500,649 $ 500,649 Buildings and improvements 5,362,393 5,348,133 Furniture and equipment 1,125,892 1,111,408 Resident in-place lease intangibles 282,411 282,411 Construction in progress 38,763 33,905 Assets under financing leases and leasehold improvements 1,086,680 1,070,900 Property, plant and equipment and leasehold intangibles 8,396,788 8,347,406 Accumulated depreciation and amortization (4,102,863) (4,016,777) Property, plant and equipment and leasehold intangibles, net $ 4,293,925 $ 4,330,629

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Debt	Long-term debt consists of the following. (in thousands) March 31, 2024 December 31, 2023 Fixed rate mortgage notes payable due 2025 through 2047; weighted average interest rate of 4.26% as of both March 31, 2024 and December 31, 2023 $ 1,947,548 $ 1,953,414 Variable rate mortgage notes payable due 2025 through 2030; weighted average interest rate of 7.75% and 7.74% as of March 31, 2024 and December 31, 2023, respectively 1,570,918 1,524,907 Convertible notes payable due October 2026; interest rate of 2.00% as of both March 31, 2024 and December 31, 2023 230,000 230,000 Tangible equity units senior amortizing notes due November 2025; interest rate of 10.25% as of both March 31, 2024 and December 31, 2023 15,935 17,990 Notes payable for insurance premium financing due 2024; interest rate of 7.40% as of March 31, 2024 22,592 — Deferred financing costs, net (29,180) (28,998) Total long-term debt 3,757,813 3,697,313 Current portion 65,681 41,463 Total long-term debt, less current portion $ 3,692,132 $ 3,655,850

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Lease Costs	A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and net cash outflows from leases is as follows. Three Months Ended Operating Leases (in thousands) 2024 2023 Facility operating expense $ 1,920 $ 1,626 Facility lease expense 51,496 46,127 Operating lease expense 53,416 47,753 Operating lease expense adjustment (1) 13,089 10,805 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (249) (2,244) Operating net cash outflows from operating leases $ 66,256 $ 56,314 (1) Represents the difference between the amount of cash operating lease payments and the amount of operating lease expense. Three Months Ended Financing Leases (in thousands) 2024 2023 Depreciation and amortization $ 2,872 $ 6,655 Interest expense: financing lease obligations 5,061 6,552 Financing lease expense $ 7,933 $ 13,207 Operating cash outflows from financing leases $ 5,061 $ 6,552 Financing cash outflows from financing leases 262 5,852 Total net cash outflows from financing leases $ 5,323 $ 12,404
Schedule of Lessee, Operating Lease, Liability, Maturity	The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of March 31, 2024 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2024 (nine months) $ 196,034 $ 15,198 2025 262,030 6,850 2026 147,485 6,834 2027 149,317 6,083 2028 86,181 5,917 Thereafter 251,474 20,626 Total lease payments 1,092,521 61,508 Purchase option liability and non-cash gain on future sale of property — 145,136 Imputed interest and variable lease payments (260,583) (55,054) Total lease obligations $ 831,938 $ 151,590
Schedule of Finance Lease, Liability, Maturity	The aggregate amounts of future minimum lease payments, including community, office, and equipment leases, recognized on the condensed consolidated balance sheet as of March 31, 2024 are as follows (in thousands). Year Ending December 31, Operating Leases Financing Leases 2024 (nine months) $ 196,034 $ 15,198 2025 262,030 6,850 2026 147,485 6,834 2027 149,317 6,083 2028 86,181 5,917 Thereafter 251,474 20,626 Total lease payments 1,092,521 61,508 Purchase option liability and non-cash gain on future sale of property — 145,136 Imputed interest and variable lease payments (260,583) (55,054) Total lease obligations $ 831,938 $ 151,590

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Grants of Restricted Stock and Restricted Stock Units	Grants of restricted stock units and stock awards under the Company's 2014 Omnibus Incentive Plan were as follows. (in thousands, except for weighted average amounts) Restricted Stock Unit and Stock Award Grants Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2024 2,224 $ 6.36 $ 14,148

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method	The following table summarizes the computation of basic weighted average shares presented in the condensed consolidated statements of operations. Three Months Ended March 31, (in thousands) 2024 2023 Weighted average common shares outstanding 190,062 187,392 Weighted average minimum shares issuable under purchase contracts 35,828 37,186 Weighted average shares outstanding - basic 225,890 224,578
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The Company has the following potentially outstanding shares of common stock, which were excluded from the computation of diluted net income (loss) per share attributable to common stockholders in both periods as a result of the net loss. As of March 31, (in millions) 2024 2023 Convertible senior notes 38.3 38.3 Warrants 16.3 16.3 Restricted stock and restricted stock units 6.5 6.6 Incremental shares issuable under purchase contracts 5.9 6.5 Total 67.0 67.7

Supplemental Disclosure of Ca_2

Supplemental Disclosure of Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2024
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Three Months Ended (in thousands) 2024 2023 Supplemental Disclosure of Cash Flow Information: Interest paid $ 56,271 $ 55,110 Income taxes paid, net of (refunds) $ 3 $ (1,346) Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 50,591 $ 62,912 Capital expenditures - development, net 218 519 Capital expenditures - non-development - reimbursable from lessor 249 2,244 Trade accounts payable (6,659) (15,975) Net cash paid $ 44,399 $ 49,700
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) March 31, 2024 December 31, 2023 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 318,549 $ 277,971 Restricted cash 45,673 41,341 Long-term restricted cash 31,444 30,356 Total cash, cash equivalents, and restricted cash $ 395,666 $ 349,668

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	The following tables set forth selected segment financial data. Three Months Ended (in thousands) 2024 2023 Revenue and other operating income: Independent Living (1) $ 148,948 $ 140,656 Assisted Living and Memory Care (1) 510,872 488,804 CCRCs (1) 84,421 86,272 All Other 38,590 37,531 Total revenue and other operating income $ 782,831 $ 753,263 Segment operating income: (2) Independent Living $ 48,643 $ 46,833 Assisted Living and Memory Care 137,458 124,593 CCRCs 15,590 13,499 All Other 2,618 2,577 Total segment operating income 204,309 187,502 General and administrative expense (including non-cash stock-based compensation expense) 45,732 48,619 Facility operating lease expense 51,496 46,127 Depreciation and amortization 86,127 84,934 Asset impairment 1,708 — Income (loss) from operations $ 19,246 $ 7,822 As of (in thousands) March 31, 2024 December 31, 2023 Total assets: Independent Living (3) $ 1,192,142 $ 1,206,021 Assisted Living and Memory Care 3,279,194 3,315,921 CCRCs 607,107 612,521 Corporate and All Other 463,881 438,972 Total assets $ 5,542,324 $ 5,573,435 (1) Segment operating income is defined as segment revenues and other operating income less segment facility operating expenses (excluding facility depreciation and amortization) and costs incurred on behalf of managed communities. (3) The Company's total carrying amount of goodwill is included on the Independent Living segment and was $27.3 million as of both March 31, 2024 and December 31, 2023.

Description of Business (Detail

Description of Business (Details)	Mar. 31, 2024 community
Segment Reporting Information [Line Items]
Operating and financing leases, number of communities	277
Current Property Ownership Status
Segment Reporting Information [Line Items]
Number of senior living communities	652
Number of communities owned	345
Operating and financing leases, number of communities	277
Number of communities managed	30

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total long-term debt	$ 3,757,813	$ 3,697,313
Long-term debt, fair value	3,500,000	3,400,000
Long-term debt and lines of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total long-term debt	3,800,000	3,700,000
Interest Rate Cap | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated asset fair value (included in other assets, net)	11,800	13,300
Interest Rate Swap | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated asset fair value (included in other assets, net)	$ 900	$ 1,600

Fair Value Measurements - Inter

Fair Value Measurements - Interest Rate Caps (Details) - Level 2 - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Interest Rate Cap
Derivative [Line Items]
Derivative asset, notional amount	$ 1,281.9
Weighted average fixed cap rate	4.05%
Weighted average remaining term	7 months 6 days
Estimated asset fair value (included in other assets, net)	$ 11.8	$ 13.3
Interest Rate Swap
Derivative [Line Items]
Derivative asset, notional amount	220
Estimated asset fair value (included in other assets, net)	$ 0.9	$ 1.6
Fixed interest rate	3%
Remaining term	1 month 6 days

Revenue (Details)

Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Monthly resident fees	$ 27.1		$ 24.1
Revenue recognized	35.2	$ 36.9
Deferred Revenue and Credits
Disaggregation of Revenue [Line Items]
Contract with customer, liability	$ 51.3		$ 48.3
Private pay | Revenue Benchmark | Customer Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	93.90%	93.60%

Property, Plant and Equipment_3

Property, Plant and Equipment and Leasehold Intangibles, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	$ 8,396,788		$ 8,347,406
Accumulated depreciation and amortization	(4,102,863)		(4,016,777)
Property, plant and equipment and leasehold intangibles, net	4,293,925		4,330,629
Depreciation and amortization expense	86,100	$ 84,900
Nonrecurring
Property, Plant and Equipment [Line Items]
Non-cash impairment charges	1,700
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	500,649		500,649
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	5,362,393		5,348,133
Furniture and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	1,125,892		1,111,408
Resident in-place lease intangibles
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	282,411		282,411
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	38,763		33,905
Assets under financing leases and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles	$ 1,086,680		$ 1,070,900

Debt - Schedule of Debt (Detail

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 3,757,813	$ 3,697,313
Deferred financing costs, net	(29,180)	(28,998)
Current portion	65,681	41,463
Long-term debt, less current portion	3,692,132	3,655,850
Mortgage notes payable
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 1,947,548	$ 1,953,414
Weighted average interest rate (as percent)	4.26%	4.26%
Variable Mortgages
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 1,570,918	$ 1,524,907
Weighted average interest rate (as percent)	7.75%	7.74%
Convertible Debt | Convertible senior notes
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 230,000	$ 230,000
Weighted average interest rate (as percent)	2%	2%
Notes Payable
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 22,592	$ 0
Weighted average interest rate (as percent)	7.40%
Notes Payable | Tangible Equity Units Senior Amortizing Notes
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Total long-term debt	$ 15,935	$ 17,990
Weighted average interest rate (as percent)	10.25%	10.25%

Debt - Narrative (Details)

Debt - Narrative (Details)		3 Months Ended
	Feb. 09, 2024 USD ($) renewal_option community	Mar. 31, 2024 USD ($) renewal_option
Mortgages
Credit Facilities [Line Items]
Debt face amount		$ 100,000,000
Number of renewal options | renewal_option		2
Term of renewal option (in years)		1 year
Percentage of total debt (as percent)		91.10%
Mortgage debt		$ 3,400,000,000
Letter of Credit Sublimit | Line of Credit | Fifth Amended and Restated Credit Agreement
Credit Facilities [Line Items]
Letters of credit issued		63,500,000
Revolving Credit Facility | Line of Credit | Credit Agreement With Capital One, National Association
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity		100,000,000
Letter of Credit | Line of Credit | Fifth Amended and Restated Credit Agreement
Credit Facilities [Line Items]
Letters of credit issued		14,500,000
Credit facility, maximum borrowing capacity		$ 15,000,000
First Mortgage
Credit Facilities [Line Items]
Number of renewal options | renewal_option	2
Term of renewal option (in years)	1 year
Number of communities securing debt | community	11
First Mortgage | Mortgages
Credit Facilities [Line Items]
Debt face amount	$ 50,000,000
First Mortgage | Mortgages | SOFR
Credit Facilities [Line Items]
Applicable margin (as a percent)	3.50%

Leases - Narrative (Details)

Leases - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) lease community	Mar. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Operating and financing leases, number of communities | community	277
Number of communities leased	263
Financing leases, number of communities	14
Operating lease right-of-use assets | $	$ 0	$ 0
Minimum
Lessee, Lease, Description [Line Items]
Finance and operating lease, renewal term (in years)	5 years
Maximum
Lessee, Lease, Description [Line Items]
Finance and operating lease, renewal term (in years)	20 years

Leases - Lease Costs (Details)

Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Facility operating expense	$ 1,920	$ 1,626
Facility lease expense	51,496	46,127
Operating lease expense	53,416	47,753
Operating lease expense adjustment	13,089	10,805
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements	(249)	(2,244)
Operating net cash outflows from operating leases	66,256	56,314
Depreciation and amortization	2,872	6,655
Interest expense: financing lease obligations	5,061	6,552
Financing lease expense	7,933	13,207
Operating cash outflows from financing leases	5,061	6,552
Financing cash outflows from financing leases	262	5,852
Total net cash outflows from financing leases	$ 5,323	$ 12,404

Leases - Maturity ASC 842 (Deta

Leases - Maturity ASC 842 (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Operating Leases
2024 (nine months)	$ 196,034
2025	262,030
2026	147,485
2027	149,317
2028	86,181
Thereafter	251,474
Total lease payments	1,092,521
Purchase option liability and non-cash gain on future sale of property	0
Imputed interest and variable lease payments	(260,583)
Total lease obligations	831,938
Financing Leases
2024 (nine months)	15,198
2025	6,850
2026	6,834
2027	6,083
2028	5,917
Thereafter	20,626
Total lease payments	61,508
Purchase option liability and non-cash gain on future sale of property	145,136
Imputed interest and variable lease payments	(55,054)
Total lease obligations	$ 151,590

Litigation (Details)

Litigation (Details) - lawsuit	1 Months Ended	9 Months Ended
	Jan. 31, 2024	Jun. 30, 2021
Litigation [Abstract]
Number of lawsuits		2
Number of lawsuits dismissed	1

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Unvested Restricted Stock - Omnibus Incentive Plan 2014 $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Unit and Stock Award Grants (in shares) | shares	2,224
Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 6.36
Total Grant Date Fair Value | $	$ 14,148

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2024 $ / shares shares	Mar. 31, 2023 shares	Dec. 31, 2022 USD ($) day $ / shares shares	Dec. 31, 2023 $ / shares	Oct. 01, 2021 USD ($)	Jul. 26, 2020 $ / shares shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares	$ 0.01			$ 0.01
Debt instrument, settlement, prepaid stock, minimum settlement rate (in shares)			12.9341
Debt instrument, settlement, prepaid stock, maximum settlement rate (in shares)			15.1976
Debt instrument, settlement, threshold consecutive trading days | day			20
Weighted average shares outstanding - basic (in shares)	225,890,000	224,578,000
Common Stock
Class of Stock [Line Items]
Shares issued for settlement of prepaid stock purchase contracts (in shares)	3,556,877
Stock Purchase Contracts
Class of Stock [Line Items]
Number of shares issuable upon conversion (in shares)	39,500,000
Number of shares issued (in shares)	2,600,000
Ventas, Inc | The Warrant
Class of Stock [Line Items]
Number of shares authorized to be purchased (in shares)						16,300,000
Common stock, par value (in dollars per share) | $ / shares						$ 0.01
Share price (in dollars per share) | $ / shares						$ 3
Convertible senior notes
Class of Stock [Line Items]
Number of shares issuable upon conversion (in shares)	38,300,000
Convertible senior notes | Convertible Debt
Class of Stock [Line Items]
Debt face amount | $					$ 230
Interest rate, stated percentage					2%
Tangible Equity Units Senior Amortizing Notes | Other notes payable
Class of Stock [Line Items]
Interest rate, stated percentage			7%
Number of shares issued (in shares)			2,875,000
Stated amount, per unit (in dollars per share) | $ / shares			$ 50
Aggregate offering | $			$ 143.8
Prepaid stock purchase contracts (in dollars per share) | $ / shares			$ 8.8996
Tangible Equity Units Senior Amortizing Notes Separate at Election of the Holders | Other notes payable
Class of Stock [Line Items]
Number of shares issued (in shares)	275,000

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Earnings Per Share, Basic (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Weighted average common shares outstanding (in shares)	190,062	187,392
Weighted average minimum shares issuable under purchase contracts (in shares)	35,828	37,186
Weighted average shares outstanding - basic (in shares)	225,890	224,578

Earnings Per Share - Schedule_2

Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	67	67.7
Convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	38.3	38.3
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	16.3	16.3
Restricted stock and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	6.5	6.6
Incremental shares issuable under purchase contracts
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5.9	6.5

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Gross deferred federal, state and local tax expense (benefit)	$ (7.6)	$ (9.4)
Increase (decrease) in valuation allowance	7.2	$ 9.7
Valuation allowance	$ 481.4		$ 474.2

Supplemental Disclosure of Ca_3

Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Supplemental Disclosure of Cash Flow Information:
Interest paid	$ 56,271	$ 55,110
Income taxes paid, net of (refunds)	3	(1,346)
Net cash paid	44,399	49,700
Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	44,399	49,700
Trade accounts payable	(6,659)	(15,975)
Non-development | Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	50,591	62,912
Development | Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	218	519
Non-development - reimbursable from lessor | Capital expenditures, net of related payables
Supplemental Disclosure of Cash Flow Information:
Net cash paid	$ 249	$ 2,244

Supplemental Disclosure of Ca_4

Supplemental Disclosure of Cash Flow Information - Schedule of cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 318,549	$ 277,971
Restricted cash	45,673	41,341
Long-term restricted cash	31,444	30,356
Total cash, cash equivalents, and restricted cash	$ 395,666	$ 349,668	$ 436,742	$ 474,548

Segment Information (Details)

Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3
Revenue	$ 782,831	$ 753,263
Segment operating income	204,309	187,502
General and administrative expense (including non-cash stock-based compensation expense)	45,732	48,619
Facility lease expense	51,496	46,127
Depreciation and amortization	86,127	84,934
Asset impairment	1,708	0
Income (loss) from operations	19,246	7,822
Total assets	5,542,324		$ 5,573,435
Goodwill	27,321		27,321
Independent Living
Segment Reporting Information [Line Items]
Goodwill	27,300		27,300
Operating Segments | Independent Living
Segment Reporting Information [Line Items]
Revenue	148,948	140,656
Segment operating income	48,643	46,833
Total assets	1,192,142		1,206,021
Operating Segments | Assisted Living and Memory Care
Segment Reporting Information [Line Items]
Revenue	510,872	488,804
Segment operating income	137,458	124,593
Total assets	3,279,194		3,315,921
Operating Segments | CCRCs
Segment Reporting Information [Line Items]
Revenue	84,421	86,272
Segment operating income	15,590	13,499
Total assets	607,107		612,521
Operating Segments | Corporate and All Other
Segment Reporting Information [Line Items]
Revenue	38,590	37,531
Segment operating income	2,618	$ 2,577
Total assets	$ 463,881		$ 438,972