Dawn Kussow
Analyst · Barclays
Thank you, Nick. This morning, I first want to recap Brookdale's performance against 2025 targets, then turn to a deeper dive into the fourth quarter, followed by a discussion of our recently issued 2026 guidance and the assumptions that underpin that guidance. As Nick mentioned, we are very pleased with our fourth quarter and full year 2025 financial and operating results. Here's a quick recap of the targets we established for 2025 and how we delivered against them. Our 2025 target for annual RevPAR growth was 4.75% to 5.75%, which we later increased 2x to 5.25% to 6%. Brookdale delivered against that target as we reported 5.7% RevPAR growth on a consolidated basis, coming in above the midpoint of our increased target. Our 2025 target for adjusted EBITDA started at $430 million to $445 million and increased 3x over the course of the year to a range of $455 million to $460 million. Again, we delivered on that goal as we reported adjusted EBITDA of $458 million, also above the midpoint of our increased range. For 2025, we set a goal of generating $30 million to $50 million in adjusted free cash flow. We fell just short of that goal with full year 2025 adjusted free cash flow of $23 million. I would characterize this modest shortcoming as related primarily to working capital timing and refinancing-related interest prepayments. Importantly, the $23 million in adjusted free cash flow generated in 2025 marks our returning to generating positive cash flow for the first time since 2020. 2025 was also an exciting and successful year for Brookdale's portfolio transition as we work to rightsize our footprint by exiting nonstrategic or underperforming owned and leased communities. On the lease side, during 2025, Brookdale exited 58 communities with 6,466 units through lease terminations. Notably, pursuant to an amendment of our master lease arrangement with Ventas during December of 2024, we agreed to terminate the leases for 55 communities comprising 6,125 units that we had previously leased from Ventas. Most of the associated transitional activity as we exited those 55 leases occurred during the third and particularly the fourth quarter of 2025 when we exited 42 leases. Note that we'll continue to manage 8 of those nonrenewed communities. As we enter 2026, we continue to lease 65 communities from Ventas, comprising 4,055 units through 2035 with an economically improved lease structure, including landlord-funded capital improvement allowance and an annual rent escalator of 3%. During 2025, we also completed the sale of 12 owned communities with 482 units for proceeds of $26.1 million net of transaction costs. As we have previously shared, the disposition of nonstrategic owned communities will continue into 2026 as we plan to sell the remaining 29 previously announced communities comprising 2,364 units. We expect the bulk of these transactions to be completed by midyear 2026, and we estimate the total proceeds for these communities to be approximately $200 million. Once these dispositions are complete, we do not foresee significant changes to Brookdale's consolidated portfolio on a forward-looking basis. Turning now to full year 2025 and fourth quarter financial results. For the year 2025, we expanded our consolidated adjusted EBITDA by $72 million, a 19% increase over 2024. As Nick mentioned, this is our fourth consecutive year delivering double-digit adjusted EBITDA growth, and we believe that we can maintain mid-teens annual growth from our 2025 baseline results over the next several years. During the fourth quarter, our consolidated adjusted EBITDA increased $7 million or 7% year-over-year, consistent with our implied guidance from the third quarter. Overall, Brookdale has already made significant progress on our lower occupied communities through performance improvements and portfolio optimization efforts, and we anticipate further income flow-through as these efforts progress. We're pleased with our continued progress and are optimistic about our ability to drive adjusted EBITDA higher over the next several years. In the fourth quarter, we grew our occupancy sequentially by 70 basis points on a consolidated level and by 50 basis points on a same community level. This is stronger sequential growth as compared to our pre-pandemic sequential growth and in addition to a strong third quarter, our normal selling season, so growth on top of that is an accomplishment and gives us momentum coming into 2026. Our fourth quarter consolidated weighted average occupancy was 82.5%, an improvement of 310 basis points year-over-year, our highest year-over-year rate of increase of the year. Brookdale has now reported 3 consecutive quarters with consolidated weighted average occupancy above 80%, our first quarters above that pivotal 80% level since before the pandemic. For the year, our consolidated weighted average occupancy was 80.9%. On a same-community basis, weighted average occupancy for the fourth quarter was 83.5%, representing an increase of 250 basis points year-over-year. The occupancy growth stems directly from Brookdale initiative to drive occupancy, including our SWAT approach, targeted pricing actions focused on communities and lower occupancy bands and a focus on operational accountability. For the full year, same-community weighted average occupancy was 82.3%. Turning now to our top line results. For the full year, resident fees increased 2.4% to $3 billion. The components of this 2.4% year-over-year growth are a 5.7% increase in RevPAR, partially offset by 3.2% decline in the number of total average available units from our previously announced portfolio optimization, including the disposition of both owned and leased communities. For the fourth quarter, resident fees of $715 million declined by 4% over the fourth quarter of last year. The key factors underpinning the revenue decline versus last year were a 10.5% reduction in total average units, the result of community lease nonrenewals and targeted dispositions, which accelerated in the second half of the year, partially offset by a 7.1% RevPAR increase. The 7.1% increase in RevPAR from the fourth quarter of the prior year was driven by an ongoing acceleration in year-over-year weighted average occupancy. Fourth quarter same-community move-ins were 5% below the prior year, while move-out volume was beneficial in the quarter. Resident rate increases more than offset the ongoing trend of lower resident acuity as revenue per occupied room or RevPOR, essentially our realized pricing metric, increased 3.1% year-over-year. The fourth quarter exhibited sequential steady occupancy with notable strong move-in volume to close out the quarter, which should create a tailwind to start the first quarter. Indeed, January 2026 consolidated occupancy improved 310 basis points year-over-year. Fourth quarter same-community RevPAR increased 5% over the prior year, driven by 250 basis points of occupancy growth, coupled with a 1.8% increase in RevPOR. Our fourth quarter same-community weighted average occupancy continued to improve with 50 basis points of sequential growth. While pre-pandemic, the fourth quarter typically displays the flattish sequential growth trend of the year, Brookdale's fourth quarter occupancy growth exceeded its normal seasonality for this period. Now turning to expenses. On a consolidated basis, fourth quarter expense per occupied unit, or ExPOR, increased 2.6% over the fourth quarter of 2024. Our 3.1% increase in RevPOR exceeded the 2.6% increase in ExPOR, generating 50 basis points positive spread between realized revenue and expenses per occupied unit. As we successfully move lower occupied communities up in the occupancy bands, we expect to see flow-through to continue to expand. For 2025 year, consolidated community RevPOR improved 2.7%, while ExPOR increased 1.8%, creating a positive spread of 90 basis points. Same community operating income increased 6.1% for the year 2025 and operating margin improved by 30 basis points over 2024. Fourth quarter same-community operating income grew 4% from the prior year, while the operating margin declined by 30 basis points. Note that the fourth quarter typically has a lower operating margin as the quarter has 92 days, which drives labor costs higher than the first 2 quarters of the year, which have fewer days. Our revenues are based on monthly billings, while labor costs reflect hours and days worked. Full year general and administrative expense, excluding noncash stock-based compensation expense and transaction, legal and organizational restructuring costs were flat year-over-year as a percentage of revenue, reflecting cost structure optimization undertaken earlier in the year in advance of the anticipated revenue reduction associated with disposition activity that occurred later in the year. As we complete the optimization of our portfolio, Brookdale will remain focused on the appropriate cost structure. Cash facility operating lease payments during the fourth quarter of 2025 were $43.7 million, down a significant $12.2 million from $55.9 million in the prior year quarter as a result of the Ventas lease dispositions, which occurred throughout the third and fourth quarter of the year. Adjusted EBITDA for the fourth quarter was $106 million, an increase of $7 million or 7% above the prior year quarter. For the 2025 year, adjusted EBITDA of $458 million increased 19% year-over-year. We delivered $23 million of adjusted free cash flow in 2025, marking our return to positive adjusted free cash flow for the first time since 2020. During the fourth quarter, our adjusted free cash flow was an outflow of $23 million. Seasonally, we note that a significant proportion of our annual real estate taxes are paid during the fourth quarter, so the fourth quarter typically requires the use of cash for changes in working capital. Additionally, the timing of working capital and prepayments associated with our refinancing activities negatively impacted adjusted free cash flow. As of December 31, 2025, Brookdale's total liquidity was $378 million, up $26 million from the third quarter. Our adjusted annualized leverage continues to improve and finished the year at 8.9x. Our leverage has improved significantly, primarily as a result of our strong adjusted EBITDA growth over the last several years. Now I'd like to shift from reviewing the past quarter and year to looking ahead. On January 28, we preannounced fourth quarter financial highlights in advance of our Investor Day event. And in that release, we also included our financial guidance for 2026. Before I get into our specific guidance, I'd like to briefly reiterate how Brookdale approaches its guidance philosophy. Delivering on our financial commitments is paramount to what we do. There is a great deal of thought and work that goes into defining appropriate targets, targets that we believe are credible and grounded in reality, but at the same time, compel the Brookdale team to strive for growth and improvement. As a company, we will always look for opportunities to outperform over a multiyear horizon. Our 2026 guidance has 2 components: 8% to 9% RevPAR growth and $502 million to $516 million of adjusted EBITDA. Let's start with our RevPAR target of 8% to 9% annual growth, which reflects accelerated growth in comparison to what we have achieved in the past 2 years. We believe 8% to 9% RevPAR growth is attainable, and there are a few main components underpinning that growth. First, at the start of this year, we implemented a higher in-place rate increase compared to the prior year, which is supported by higher occupancy levels, both at our communities and throughout the industry. Second, occupancy growth is expected to be supported by strong move-in demand, which is a result of both internal efforts as well as the undeniable demographics of America's aging population. The final component is the accretive impact of disposition communities, which will positively impact RevPAR. Our annual guidance for adjusted EBITDA is a range of $502 million to $516 million. This guidance is consistent with our longer-term mid-teens adjusted EBITDA annual growth outlook from a baseline of $445 million. Improving occupancy and rate are the key drivers of this adjusted EBITDA expansion as both have very significant flow-through with Brookdale now exceeding 80% occupancy, roughly at the level at which our fixed costs are covered. Labor is our single largest cost item at approximately 65% of our facility operating expenses. We have continued to make progress on reducing labor turnover, and we project a stable and predictable labor cost environment for 2026. We estimate general and administrative expense, excluding noncash stock-based comp and transaction, legal and restructuring costs of approximately $162 million for 2026. Cash facility operating lease payments should be approximately $180 million during 2026. Reflecting on our guidance of adjusted EBITDA expansion to $502 million to $516 million, we expect our annualized leverage to continue to decline significantly, both in 2026 and in the coming years. Modest additional deleveraging may also result from the disposition activity we're currently undertaking through roughly midyear 2026. We believe that we have the ability to drive leverage below 6x by the end of 2028. On the topic of leverage, I'd like to highlight that during January, we announced the refinancing of all of our remaining 2026 mortgage debt maturities as well as a portion of our 2027 mortgage debt maturities. These refinancings extend our more imminent maturities, thereby furthering our well-staggered debt maturity schedule. Our intention is to always be proactive in managing our balance sheet and our improving operating results and strong lender relationships make that possible. As you consider the quarterly progression of our financial results, there are a few factors to keep in mind. Firstly, we will start the year with more available units than we anticipate during the second half of the year, consistent with our planned dispositions. Second, our occupancy rate is expected to ramp over the course of the year, reflecting rising demand, community level improvements as well as positive mix dynamics resulting from our dispositions. Other typical seasonal factors are expected to remain consistent with history. And as a reminder, those seasonal factors are called out in the last page of our investor presentation. In conclusion, we're pleased with our fourth quarter and 2025 operating and financial results. As we look forward to 2026 and beyond, we remain confident in our strategic and operational plans, which are generating solid adjusted EBITDA growth. Our team was enhanced significantly during 2025 through the addition of Nick, an operations-focused CEO and also by the addition of Mary Sue Patchett as Brookdale's first dedicated Chief Operating Officer in over a decade. As evidenced by our 2025 results and our outlook, Brookdale is confident in our ability to create sustainable long-term growth and value for our shareholders. Operator, we will now open the call for questions.