Investor Presentation February 22, 2018
Forward-Looking Statements Safe Harbor Certain statements in this Investor Presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements relating to our redefined strategy, including initiatives undertaken to execute on our strategic priorities and their intended effect on our results; our operational, sales, marketing and branding initiatives; our expectations regarding the economy, the senior living industry, senior housing construction, supply and competition, occupancy and pricing and the demand for senior housing; our expectations regarding our revenue, cash flow, operating income, expenses, capital expenditures, including expected levels and reimbursements and the timing thereof, expansion, redevelopment and repositioning opportunities, including Program Max opportunities, and their projected costs, cost savings and synergies, and our liquidity and leverage; our plans and expectations with respect to acquisition, disposition, development, lease restructuring and termination, financing, re-financing and venture transactions and opportunities (including assets held for sale, the pending transactions with HCP, Inc. and our plans to market in 2018 and sell approximately 30 owned communities), including the timing thereof and their effects on our results; our expectations regarding taxes, capital deployment and returns on invested capital, Adjusted EBITDA and Adjusted Free Cash Flow (as those terms are defined herein); our expectations regarding returns to stockholders, our share repurchase program and the payment of dividends; our ability to secure financing or repay, replace or extend existing debt at or prior to maturity; our ability to remain in compliance with all of our debt and lease agreements (including the financial covenants contained therein); our expectations regarding changes in government reimbursement programs and their effect on our results; our plans to expand our offering of ancillary services; and our ability to anticipate, manage and address industry trends and their effect on our business. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "project," "predict," "continue," "plan," "target" or other similar words or expressions. These forward looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; the risk of overbuilding, new supply and new competition; our inability to extend (or refinance) debt (including our credit and letter of credit facilities and our outstanding convertible notes) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term lease payments and to fund our planned capital projects; risks related to the implementation of our redefined strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; the effect of our indebtedness and long-term leases on our liquidity; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein) and the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under our share repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisition, disposition, lease restructuring and termination, financing, re-financing and venture transactions (including assets held for sale, the pending transactions with HCP, Inc. and our plans to market in 2018 and sell approximately 30 owned communities) on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; early terminations or non-renewal of management agreements; increased competition for skilled personnel; increased wage pressure and union activity; departure of our key officers and potential disruption caused by changes in management; increases in market interest rates; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; unanticipated costs to comply with legislative or regulatory developments, including requirements to obtain emergency power generators for our communities; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management's views as of the date of this Investor Presentation. We cannot guarantee future results, levels of activity, performance or achievements, and we expressly disclaim any obligation to release publicly any updates or revisions to any of these forward-looking statements to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. 2
Key Topics Strategy Changes Competitive Environment Top Priorities 3
Strategy Changes Competitive Environment Top Priorities 4
Enhanced Real Estate Strategy From: Portfolio Optimization (2016-2017) To: Portfolio Optimization (2018 Pruning) + Monetize Select High-Value Communities In 2018 we expect to: Optimize the Portfolio Monetize select assets Prune additional communities Sell several high-performing communities Anticipate these new asset sales will exceed $250 million of proceeds, net of associated debt and transaction costs 5
Focused Operational Strategy Our Mission Enriching the lives of those we serve with compassion, respect, excellence and integrity Our Vision To be the nation s first choice in senior living Our Strategy Win Locally by providing choices for high quality care & personalized service by caring associates while leveraging industry leading scale and experience Our Plan Associates: Attract, engage, develop, and retain the best associates Residents: Earn resident and family trust and endorsements by providing valued high quality care and personalized service Shareholders: Take action to provide attractive long-term returns to our shareholders 6
Brookdale is the Premier Senior Housing Provider Most diversified service continuum and broad geographic footprint 54% of our target senior population lives within 20 minutes of a Brookdale community (1) #1 Independent Living, Assisted Living, and Memory Care in 50% of top 50 markets (2) High quality, 80+% private pay portfolio (3) Brookdale #1 in units operated (4) Other 3% 100,000 Medicaid 3% Medicare 12% 50,000 Private Pay 82% 0 Brookdale Holiday Retirement Life Care Services Sunrise Senior Living Five Star Senior Living Sources: (1) ESRI, Brookdale. Seniors population is defined as age 75+ with an annual income of $50,000 or greater and within the United States (2) National Investment Center for Seniors Housing & Care (NIC) as of the fourth quarter 2017 and reported in January 2018 (3) Brookdale internal data based on resident and patient fees for the full year 2017 (4) For Brookdale, actual as of December 2017; for peers, as self-reported to ASHA, June 2017 7
Strategy Changes Competitive Environment Top Priorities 8
Senior Housing Mix Industry (1) By Service Type Brookdale MC 12% SNF 11% IL 42% MC 13% SNF 5% IL 33% AL 35% AL 49% There are over 2,300 operators reported in NIC data 92% operate five or less communities 73% operate a single community Source: NIC data for the fourth quarter 2017 and reported in January 2017, excluding nursing care sector. (1) Industry chart excludes Brookdale data 9
Competitive Environment Industry (1) New Starts and Opens in a Quarter Total Construction Pipeline Number of Communities 120 90 Starts Opens Number 700 of Communities 600 60 30 500 0 4Q 15 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 New Starts in Quarter within 20 Minutes of Brookdale Communities Number of Communities 80 60 40 20 0 400 Potential Impact on Brookdale communities (2) Starts 4Q 15 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 17 2Q 17 3Q 17 4Q 17 Total Construction Pipeline within 20 Minutes of Brookdale Communities Number 400 of Communities 380 360 340 320 300 280 260 240 220 200 1Q 17 2Q 17 3Q 17 4Q 17 Sources: (1) NIC (2) NIC, Brookdale analysis based on current Brookdale communities 10
Brookdale Investment Thesis Demographic tailwind Aging population drives need for senior care services Long-term opportunities for companies with skill & scale Target seniors population within 20 minutes of Brookdale community (1) 14 Population in Millions 12 10 8 6 4 2 0 2010 2017 2022 F Age 75+ Income $50k + Age 75+ Age 80+ Average move-in age to BKD (3) 82: IL Entry Fee 83: IL 85: AL 9 8 7 6 5 4 3 2 1 0 Seniors with Alzheimer s disease and other dementias (2) Population in Millions 4.7 5.8 8.4 2010 2020 F 2030 F Brookdale is the largest operator of senior living communities Managed Leased Owned 1,023 communities in 46 states Supportive ancillary services Home health Hospice Outpatient therapy Sources: (1) ESRI, Brookdale (2) Alzheimer s Association publication 2017 Alzheimer s Disease Facts and Figures; in publication seniors are defined as age 65+ (3) Brookdale internal data based on resident fees for the full year 2017 11
Strategy Changes Competitive Environment Top Priorities 12
Top Priorities Our Mission Enriching the lives of those we serve with compassion, respect, excellence and integrity Our Vision To be the nation s first choice in senior living Our Strategy Win Locally by providing choices for high quality care & personalized service by caring associates while leveraging industry leading scale and experience Our Plan Attract, engage, develop, and retain the best associates Earn resident and family trust and endorsements by providing valued high quality care and personalized service Take action to provide attractive long-term returns to our shareholders Associates Residents Shareholders 13
Our Associate Strategy Associate Value Proposition My Deal (1) 2017: First step was to invest more in top community leaders and in wages within key competitive markets 2018: Expanding 2017 model deeper into the community organizations My Leader (3) Right leaders in the right roles Validate local decision rights and create a unified operating model My Career Develop career pathways to extend associates tenure 72% 69% 66% 63% 65 60 55 50 45 Key Metrics Retention Rate (2) 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 Days to Fill (4) 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 Goal: To have a competitive associate value proposition so our vibrant, engaged workforce drives positive resident experiences. Source: Brookdale Internal Data, (1) My Deal is the total rewards program for employees, including compensation and benefits (2) Consolidated comparable retention rate of Executive Directors and Health & Wellness Directors based on rolling 12 months average (3) My Leader includes performance management, training and development (4) Days to fill for Executive Director and Health & Wellness Director positions 14
Our Resident Strategy Narrow focus and excel at providing quality care and housing to seniors while improving same community RevPAR and margin Win locally and leverage scale effectively Optimize our marketing spend through improved coordination between local and national activity Build relationships that create passionate advocates and generate referrals Key Metrics: Brookdale Same Community 88% 86% Occupancy (1) RevPAR (2) 4Q 2016 1Q 2017 2Q 2017 3Q 2017 4Q 2017 84% $ 3,919 $ 4,023 $ 3,966 $ 3,945 $ 3,942 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 + $23 (1) Senior Housing weighted average unit occupancy (2) RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by Brookdale as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period 15
Long-Term Shareholder Value Creation EBITDA Margin Accretion (through Revenue and G&A) Improve Adj. Free Cash Flow Shareholder Value Creation Monetize Select Assets Return Value to Shareholders 16
Focus on Maximizing RevPAR Incremental growth from occupancy Incremental growth from rate Historical High Q4 2017 89.6% 86.2% 85.2% 1% ~$25M Incremental Operating Margin 89.6% 86.2% 85.2% +1.0% Expense Inflation 1% above expense inflation ~$30M Incremental Operating Margin Approximately 65% of revenue growth from occupancy falls to incremental operating income Rate increases above expense inflation fall to incremental operating income This slide represents illustrative scenarios based on full year 2017, rounded to the nearest $5 million. The results of an actual 1% change may vary by quarter. 17
Cost Savings Initiatives Initiatives Examples of Actions Expected Results Productivity Cost Controls Eliminate Streamline Standardize Automate Eliminate: Through attrition Positions from streamlined operations 2018 ~ $25 million G&A savings (1) 2019 Margin expansion Scaling (related to community sales) Following asset sales reduce G&A OpEx CapEx while driving positive resident experiences (1) G&A Savings of $25 million are prior to normal cost inflation and normalized bonus. 18
Portfolio Optimization and New Real Estate Strategy Goals: Create Value for Shareholders Simplify our Business 2016 50 owned assets sold 7 communities leases terminated 2017 3 owned assets sold 43 communities leases terminated 25 HCP (announced in November 2016) 18 Other 62 communities leases terminated (restructured into unconsolidated Blackstone venture) Previously announced transactions expected in 2018 15 owned assets to be sold 33 communities leases to be terminated 37 joint venture communities management agreements may be terminated by HCP 6 managed or leased communities to be acquired Future transactions, announced today Approximately 30 owned assets to be sold Cumulative Divestitures since 2016 Consolidated Units 15,000 10,000 5,000 0 1H 2016 2H 2016 1H 2017 2H 2017 19
Improving Balance Sheet Metrics Liquidity improving ($ in millions) $ in millions $1,000 $500 $- $584.0 $426.7 $546.0 $899.4 $872.6 537.9 514.4 216.4 59.2 181.3 367.6 367.5 364.7 361.5 358.2 12/31/2016 3/31/2017 6/30/2017 9/30/2017 12/31/2017 Cash, Cash Equivalents & Marketable Securities Line of Credit available to draw Debt maturities (1) : no year with more than ~$500 million until after 2022 $ in thousands $500,000 $250,000 $- 2018 2019 2020 2021 2022 Mortgage Notes Payable Other Notes Payable Convertible Notes Payable Optimize community level capital expenditures CapEx Dollars per Unit (2) 3,526 2,511 2,917 2,013 2,124 2013 2014 2015 2016 2017 (1) Debt maturities defined as cash carrying value of debt (2) CapEx per unit represents community-level capital expenditures divided by the weighted average number of available units for the consolidated portfolio for the period. 20
Pro-forma 2017 The following table reflects (i) our actual consolidated results for the full year 2017, (ii) the impact on our consolidated results of dispositions of three owned communities and the 105 lease terminations that occurred during 2017, assuming such transactions had closed on December 31, 2016; (iii) our consolidated results for the full year 2017 on a pro-forma basis assuming that such transactions had closed on December 31, 2016; (iv) the impact on our consolidated results of planned dispositions of 15 assets held for sale as of December 31, 2017, the terminations of leases on 33 communities expected to occur in 2018, the terminations of management agreements on 37 communities and other interim management arrangements, and our acquisition of 6 leased or managed communities expected to occur in 2018, assuming such transactions had closed on December 31, 2016; and (v) our consolidated results for the full year 2017 on a pro-forma basis assuming that such transactions had closed on December 31, 2016. The table does not reflect the impact of our plans to market in 2018 and sell approximately 30 owned communities. ($ in 000s) Pro-Forma 2017 2017 Actual Results Amounts Attributable to Completed Dispositions Actual Results Less Amounts Attributable to Completed Dispositions Amounts Attributable to Pending Transactions & Transactions Completed after 2017 (1) Actual Results Less Amounts Attributable to Completed and Pending Transactions Consolidated portfolio A B A+B C A+B+C Weighted average units operated 71,365 (4,563) 66,802 (3,844) 62,958 Senior Housing revenue $ 3,333,878 $ (172,556) $ 3,161,322 $ (154,432) $ 3,006,890 Brookdale Ancillary Services revenue 446,262-446,262-446,262 Senior Housing and Brookdale Ancillary Services revenue 3,780,140 (172,556) 3,607,584 (154,432) 3,453,152 Add: Management fee revenue 75,845 (5,618) 70,227 (13,606) 56,621 Less: Facility operating expense (2,602,155) 135,037 (2,467,118) 116,793 (2,350,325) Less: General and administrative expense (excluding transaction and strategic project costs) (252,633) - (252,633) - (252,633) Add: Non-cash stock-based compensation expense 27,832-27,832-27,832 Less: Cash operating lease payments (365,077) 13,245 (351,832) 6,682 (345,150) Adjusted EBITDA (excluding transaction and strategic project costs) 663,952 (29,892) 634,060 (44,563) 589,497 Less: Transaction and strategic project costs (25,386) - (25,386) - (25,386) Adjusted EBITDA 638,566 (29,892) 608,674 (44,563) 564,111 Less: Interest expense, net (290,932) 22,298 (268,634) 32,361 (236,273) Less: Lease financing debt amortization (64,906) 3,710 (61,196) 9,440 (51,756) Add: Proceeds from entrance fees, net of refunds and amortization 632 577 1,209 205 1,414 Add/Less: Other 660 (759) (99) (131) (230) Less: Non-development capex, net (186,467) 127 (186,340) 3,722 (182,618) Adjusted Free Cash Flow $ 97,553 $ (3,939) $ 93,614 $ 1,034 $ 94,648 (1) Includes management fees received in 2017 related to interim management arrangements entered into in connection with terminations of leases, but excludes prospective management fees for such arrangements. Includes approximately $1.6 million of estimated non-development capex, net, and estimated interest expense, net, associated with non-recourse mortgage financing for 6 communities that were acquired or are expected to be acquired during 2018. Assumes that HCP elects to terminate management agreements on 37 communities and other interim management arrangements during 2018. The closings of the expected sales of assets are subject (where applicable) to our successful marketing of such assets on terms acceptable to us, and the closings of the various pending transactions and expected sales of assets are, or will be, subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. However, there can be no assurance that the transactions will close or, if they do, when the actual closings will occur. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). See the definitions of, and important information regarding, such measures, including reconciliations to the most comparable GAAP financial measures, under Non-GAAP Financial Measures below. 21
Summary 1. Strategy is focused Enhanced real estate strategy Targeted focus on improving operations and performance Start: Stop: Investing deeper in the communities Making local decisions nationally and non-essential projects Continue: Cost savings initiatives 2. Creating a stronger company, focused on winning locally 3. Commitment to shareholder value creation 22
Non-GAAP Financial Measures This Investor Presentation contains financial measures utilized by management to evaluate the Company s operating performance and liquidity that are not calculated in accordance with GAAP, including Adjusted EBITDA; Adjusted Free Cash Flow; and the Company s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures. These non-gaap financial measures should not be considered in isolation from or as superior to or as a substitute for net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or other financial measures determined in accordance with GAAP. Management uses these non-gaap financial measures to supplement the Company s GAAP results to provide a more complete understanding of the factors and trends affecting the business. Investors are urged to review the definitions and reconciliations set forth in this section of such non-gaap financial measures to their most comparable GAAP financial measures and to review the information under Reconciliation of Non-GAAP Financial Measures in the Company s earnings release dated February 22, 2018 for additional information regarding the Company s use, and the limitations of, the Company s non-gaap financial measures. Investors are cautioned that amounts presented in accordance with the Company s definitions of these non-gaap measures may not be comparable to similar measures disclosed by other companies, because not all companies calculate such measures in the same manner. Accounting Standards Update 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") is effective for the Company on January 1, 2018 and will be applied retrospectively for all periods presented. Among other things, ASU 2016-15 provides that debt prepayment and extinguishment costs will be classified within financing activities. We have identified $11.7 million of cash paid for debt modification and extinguishment costs for the year ended December 31, 2017, which we have determined will be retrospectively classified as cash flows from financing activities and will result in an increase to the amount of net cash provided by operating activities for such years. We do not anticipate changing our definition of Adjusted Free Cash Flow as a result of our adoption of ASU 2016-15. As a result, we anticipate that in future presentations of Adjusted Free Cash Flow that accompany 2018 financial results, the amount of Adjusted Free Cash Flow for the year ended December 31, 2017 will be increased by $11.7 million. 23
Non-GAAP Financial Measures (Continued) Adjusted EBITDA Definition and Reconciliation The Company defines Adjusted EBITDA as net income (loss) before: provision (benefit) for income taxes; non-operating (income) expense items; depreciation and amortization (including non-cash impairment charges); (gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination); straight-line lease expense (income), net of amortization of (above) below market rents; amortization of deferred gain; non-cash stock-based compensation expense; and change in future service obligation. The table below reconciles the Company s Adjusted EBITDA from the Company s net income (loss) for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 Net income (loss) $ (571,606) Benefit for income taxes (16,515) Equity in loss of unconsolidated ventures 14,827 Debt modification and extinguishment costs 12,409 Gain on sale of assets, net (19,273) Other non-operating income (11,418) Interest expense 326,154 Interest income (4,623) Income (loss) from operations (270,045) Depreciation and amortization 482,077 Goodwill and asset impairment 409,782 Loss on facility lease termination 14,276 Straight-line lease income (14,313) Amortization of above market lease, net (6,677) Amortization of deferred gain (4,366) Non-cash stock-based compensation expense 27,832 Adjusted EBITDA $ 638,566 24
Non-GAAP Financial Measures (Continued) Adjusted Free Cash Flow Definitions and Reconciliations The Company defines Adjusted Free Cash Flow as net cash provided by (used in) operating activities before: changes in operating assets and liabilities; gain (loss) on facility lease termination; and distributions from unconsolidated ventures from cumulative share of net earnings; plus: proceeds from refundable entrance fees, net of refunds; and property insurance proceeds; less: lease financing debt amortization and Non- Development Capital Expenditures. Non-Development Capital Expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades and other major building infrastructure projects for the Company s communities. Non- Development Capital Expenditures do not include capital expenditures for community expansions and major community redevelopment and repositioning projects, including the Company s Program Max initiative, and the development of new communities (i.e., Development Capital Expenditures). Amounts of Non-Development Capital Expenditures are presented net of lessor reimbursements received or anticipated to be received in the calculation of Adjusted Free Cash Flow. Brookdale s proportionate share of Adjusted Free Cash Flow of unconsolidated ventures is calculated based on the Company s equity ownership percentage and in a manner consistent with the Company s definition of Adjusted Free Cash Flow for its consolidated entities. The Company s investments in its unconsolidated ventures are accounted for under the equity method of accounting and, therefore, the Company s proportionate share of Adjusted Free Cash Flow of unconsolidated ventures does not represent cash available to the Company s consolidated business except to the extent it is distributed to the Company. The table below reconciles the Company s Adjusted Free Cash Flow from the Company s net cash provided by (used in) operating activities for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 Net cash provided by operating activities $ 366,664 Net cash used in investing activities (601,307) Net cash provided by financing activities 240,893 Net increase in cash and cash equivalents $ 6,250 Net cash provided by operating activities $ 366,664 Changes in operating assets and liabilities (15,851) Proceeds from refundable entrance fees, net of refunds (2,179) Lease financing debt amortization (64,906) Distributions from unconsolidated ventures from cumulative share of net earnings (8,258) Non-development capital expenditures, net (186,467) Property insurance proceeds 8,550 Adjusted Free Cash Flow $ 97,553 25
Non-GAAP Financial Measures (Continued) The table below reconciles the Company s proportionate share of Adjusted Free Cash Flow of unconsolidated ventures from net cash provided by (used in) operating activities of such unconsolidated ventures for the year ended December 31, 2017 (in thousands). For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all of the Company s unconsolidated ventures. Year Ended December 31, 2017 Net cash provided by operating activities $ 269,755 Net cash used in investing activities (1,267,525) Net cash provided by financing activities 1,031,064 Net increase in cash and cash equivalents $ 33,294 Net cash provided by operating activities $ 269,755 Changes in operating assets and liabilities (13,184) Proceeds from refundable entrance fees, net of refunds (17,366) Non-development capital expenditures, net (100,621) Property insurance proceeds 2,425 Adjusted Free Cash Flow of Unconsolidated Ventures $ 141,009 Brookdale's weighted average ownership percentage 25.1 % Brookdale s proportionate share of Adjusted Free Cash Flow of Unconsolidated Ventures $ 35,416 26