8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)	February 24, 2010 (February 23, 2010)

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32641	20-3068069
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
111 Westwood Place, Suite 200, Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code		(615) 221-2250
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02     Results of Operations and Financial Condition.

On February 23, 2010, Brookdale Senior Living Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2009 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.

Supplemental information relating to the Company’s fourth quarter and full year 2009 results is furnished herewith as Exhibit 99.2.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibits hereto) shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.

Section 7 — Regulation FD

Item 7.01     Regulation FD Disclosure.

The information set forth in Item 2.02 of this report is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated February 23, 2010
99.2	Supplemental Information

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		BROOKDALE SENIOR LIVING INC.
Date:	February 24, 2010	By:	/s/ T. Andrew Smith
		Name:	T. Andrew Smith
		Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated February 23, 2010.
99.2	Supplemental Information.

EX-99.1

FOR IMMEDIATE RELEASE

Contact:

Brookdale Senior Living Inc.

Ross Roadman  615-564-8104

Brookdale Announces Fourth Quarter 2009 and Full Year Results; CFFO Per Share Increases 20%

Highlights

·   Cash From Facility Operations (“CFFO”) was $49.5 million, or $0.42 per share, in the fourth quarter, excluding transaction-related costs, a 20% increase from $0.35 per share for the fourth quarter of 2008 (excluding integration and storm-related costs in Q4 2008).

·   Improved average monthly revenue per unit by 4.5% to $4,001 from $3,830 for the fourth quarter of 2008.

·   Average occupancy, excluding acquisitions and expansions from the third and fourth quarter of 2009, was 89.4%, a 20 basis point increase from 89.2% in the third quarter of 2009.  Average occupancy for all consolidated communities for the fourth quarter of 2009 was 88.9% compared to 89.7% for the fourth quarter of 2008.

·   Revenue increased over the fourth quarter of 2008 by $31.6 million, or 6.5%, to $518.5 million.

·   Adjusted EBITDA improved over the fourth quarter of 2008 by $9.4 million, or 12.4%, to $84.9 million.

·   Completed acquisition of 18 communities from Sunrise Senior Living and three communities from a joint venture partner.

·   Entered into a new 3 ½ year revolving credit facility with a commitment of $100 million.

Nashville, TN.  February 23, 2010 – Brookdale Senior Living Inc. (NYSE: BKD) (the “Company”) today reported financial and operating results for the fourth quarter and full year 2009.

Bill Sheriff, Brookdale’s CEO, said, “During 2009, the Company reached several significant milestones, including exceeding $2 billion of revenue and $200 million of CFFO for the first time.  Operating in the third year of a difficult environment was not easy and required our team to execute well.  For example, our sales and marketing initiatives produced approximately 18,000 move-ins (excluding skilled nursing), which exceeded move-outs by over 600 over the course of the year.  And the field organization was extraordinarily effective in controlling

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expenses without sacrificing quality. The business model we have built, and have continued to improve, worked well in a difficult environment.  We are excited about its long-term growth prospects and our ability to capitalize on the opportunities which we believe we will be presented in the future.”

Mark Ohlendorf, Co-President and CFO of Brookdale, commented, “Our fourth quarter continued our 2009 trends of increasing occupancy, strengthening ancillary services, maintaining positive rate growth, controlling expenses below normal unit-cost inflation, expanding margin and growing cash flow.  We opened several large expansions and completed two portfolio acquisitions.  In spite of a difficult financial market, we effected a successful equity raise in the middle of the year, materially reduced leverage and, in the fourth quarter, completed some attractive mortgage financings in support of our acquisitions.  Just today, we entered into a new 3 ½ year line of credit with greater flexibility and capacity.  We continue to retain solid liquidity and maintain good coverage overall on our debt and leases.  The strength of our platform and the solid financial profile positions us well for long-term growth.”

Financial Results

Total revenue for the fourth quarter was $518.5 million, an increase of $31.6 million, or 6.5%, from the fourth quarter of 2008. Revenue for the full year 2009 was $2.0 billion, a 4.9% increase from $1.9 billion for the full year 2008.  The increase in revenue was primarily driven by an increase in average monthly revenue per unit, including growing revenues from ancillary services, and an increase in capacity through expansions and acquisitions, partially offset by a small decline in occupancy.

Average monthly revenue per unit was $4,001 in the fourth quarter, an increase of $171, or 4.5%, over the fourth quarter of 2008, and $3,985 for the full year of 2009, a 5.1% increase over the same period of 2008.  Excluding expansions and acquisitions from the third and fourth quarter of 2009, average occupancy for the fourth quarter was 89.4%, compared to 89.2% for the third quarter of 2009.  Average occupancy for all consolidated communities for the fourth quarter of 2009 was 88.9% compared to 89.7% for the fourth quarter of 2008.

Facility operating expenses for the fourth quarter were $340.7 million, an increase of $16.9 million, or 5.2%, from the fourth quarter of 2008.  The increase over the prior year’s quarter was primarily driven by the growth of ancillary services and expenses associated with expansions and acquisitions.  With the positive impact of the Company’s cost control initiatives, facility operating expenses, excluding the impact of ancillary services and acquisitions, increased by 1.5% from the fourth quarter of 2008.  Operating contribution margin for the Company during the fourth quarter of 2009 was 34.1%, up from 33.3% in the fourth quarter of 2008.  For the twelve months ended December 31, 2009, operating contribution margin was 35.3%, up from 34.3% for full year 2008.

General and administrative expenses for the fourth quarter were $34.7 million, up from $31.3 million in the fourth quarter of 2008.  Excluding non-cash compensation, integration and transaction-related costs from both periods, general and administrative expenses were $25.8 million in the fourth quarter of 2009 versus $23.4 million for the prior year same period.  Demonstrating the Company’s efficient platform, this was 4.6% of revenue (including revenues under management) in the fourth quarter of 2009.

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Brookdale’s management utilizes Adjusted EBITDA and Cash From Facility Operations to evaluate the Company’s performance and liquidity because these metrics exclude non-cash expenses such as depreciation and amortization, non-cash stock-based compensation expense and straight-line lease expense, net of deferred gain amortization.  Brookdale also uses Facility Operating Income to assess the performance of its facilities.

For the three and twelve months ended December 31, 2009, Adjusted EBITDA and Cash From Facility Operations included transaction-related costs of $3.6 million and $5.8 million, respectively.  For the three and twelve months ended December 31, 2008, Adjusted EBITDA and Cash From Facility Operations included expenses related to integration and severance costs and hurricanes and other named tropical storms of $3.5 million and $24.3 million, respectively.  The amounts for the twelve months ended December 31, 2008 include the effect of the $8.0 million reserve established for certain litigation.

For the quarter ended December 31, 2009, Facility Operating Income was $170.2 million, an increase of $14.0 million from the fourth quarter of 2008, and Adjusted EBITDA was $84.9 million, a $9.4 million increase over the fourth quarter of 2008.  For the twelve months ended December 31, 2009, Adjusted EBITDA was $348.6 million and Facility Operating Income was $690.1 million.

Cash From Facility Operations was $45.9 million for the fourth quarter of 2009, or $0.39 per share.  Excluding the $3.6 million of transaction-related costs, CFFO for the fourth quarter was $49.5 million, or $0.42 per share.  This was an increase of $13.6 million over the fourth quarter of 2008, excluding the integration and storm-related expenses in 2008.

For the twelve months ended December 31, 2009, reported CFFO was $196.8 million, or $1.79 per share. Excluding the $5.8 million of transaction-related costs, CFFO for the twelve months ended December 31, 2009 was $202.6 million, or $1.84 per share. This was an increase of $48.1 million over full year 2008, excluding the non-recurring, integration and storm-related expenses in 2008.

Net loss for the fourth quarter of 2009 was $(20.8) million, or $(0.18) per diluted common share. The loss for the quarter includes non-cash items for depreciation and amortization, goodwill and asset impairment, non-cash stock-based compensation expense and straight-line lease expense, net of deferred gain amortization.

Operating Activities

For the quarter ended December 31, 2009, same community revenues grew 3.1% over the same period in 2008 as revenue per unit increased by 3.8% and occupancy fell by 0.7%.  Same community Facility Operating Income for the quarter increased by 5.9% when compared to the fourth quarter of 2008 as expenses grew by 1.7%.

For the twelve months ended December 31, 2009, same community revenues grew 4.1% over the corresponding period ending in 2008, and same community Facility Operating Income increased by 7.8% over the corresponding period ending in 2008.  The twelve month same community data excludes hurricane and named tropical storms expenses of $4.8 million in the last two quarters of 2008.

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By the end of the fourth quarter, the Company’s ancillary services programs provided therapy services to approximately 36,000 Brookdale units.  At the end of the quarter, the Company’s home health agencies were serving almost 23,000 units across the total consolidated Brookdale portfolio, up from approximately 16,700 units served a year ago.  Therapy and home health services produced $229 of monthly Facility Operating Income per occupied unit in the fourth quarter across all units served, up from $146 per month a year ago, driven primarily by maturation of existing clinics and the acquisition of home health agencies.

During the quarter, the Company opened two expansions with a total of 112 units.  Additionally, near the end of the third quarter the Company opened the 240-unit independent living component of its new entry fee CCRC in the Villages, Florida.  The 72-bed skilled nursing unit at the Villages opened late in the fourth quarter.  The start-up losses for expansions were $2.4 million in the fourth quarter and were comprised of operating expenses, additional interest and lease expense.

Balance Sheet

Brookdale had $66.4 million of unrestricted cash and cash equivalents and $183.1 million of restricted cash on its balance sheet at the end of the fourth quarter.  The Company had no cash borrowings outstanding against its Line of Credit.

During the first half of 2009, Brookdale extended the maturity of all of its mortgage debt initially due in 2009.  The Company currently has no mortgage debt maturities before 2011 that do not contain contractual extension options other than periodic, scheduled principal payments.

Acquisitions

On November 18, 2009, the Company acquired 18 senior living communities in an asset acquisition from affiliates of Sunrise Senior Living, Inc. (“Sunrise”).  The aggregate net purchase price for the 18 communities acquired was $190.0 million.  The portfolio of 18 communities is comprised of a total of 1,197 units, including 92 independent living units, 746 assisted living units and 359 Alzheimer’s units.  In connection with the acquisition, the Company assumed approximately $98.8 million of mortgage debt, currently at a weighted average rate of less than 2.5%, with the balance of the purchase price paid from cash on hand.   The Company has a commitment to finance five of the acquired communities and is expected to close the financing within a week.

Effective December 17, 2009, the Company acquired the remaining interest in three retirement center communities that were previously managed by the Company and in which the Company previously had a non-controlling interest.  The aggregate purchase price for the communities was $102.0 million.  The portfolio of three communities is comprised of 642 total units, including 506 independent living units and 136 assisted living units.  The Company financed the transaction by obtaining a $75.4 million mortgage loan with the balance of the purchase price paid from cash on hand.  The mortgage debt has a ten year term and bears interest at a fixed rate of 6.1%.

During the year ended December 31, 2009, the Company purchased three home health agencies as part of its growth strategy for an aggregate purchase price of approximately $1.5 million.  The entire purchase price of the acquisitions has been ascribed to an indefinite useful life intangible and recorded on the consolidated balance sheet under other intangible assets, net.

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Subsequent Events

The Company announced today that it has entered into a new revolving credit facility. The new facility has a commitment of $100 million, with an option to increase the commitment to $120 million. The new facility replaces the Company's existing $75 million revolving credit agreement that was scheduled to expire in August 2010.  The revolving line of credit may be used to finance acquisitions and fund working capital, capital expenditures and other general corporate purposes.   GE Capital, Healthcare Financial Services, acts as administrative agent as well as a lender under the new line.

The new facility matures on June 30, 2013 and is secured by a first priority security interest in certain of the Company’s properties. The commitment will be limited to $80 million pending finalization of documentation for the remaining $20 million commitment, which is expected within the next week. The availability under the line may vary from time to time as it is based on borrowing base calculations related to the value and performance of collateral securing the facility.

 Supplemental Information

The Company will shortly post on the Investor Relations section of the Company’s website at www.brookdaleliving.com supplemental information relating to the Company’s fourth quarter and full year 2009 results.  This information will also be furnished in a Form 8-K to be filed with the SEC.

Earnings Conference Call

Brookdale’s management will conduct a conference call on Wednesday, February 24, 2010 to review the financial results of its fourth quarter ended December 31, 2009.  The conference call is scheduled for 9:00 AM ET.  All interested parties are welcome to participate in the live conference call.  The conference call can be accessed by dialing (866) 845-7252 (from within the U.S.) or (706) 634-9069 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the “Brookdale Senior Living Fourth Quarter Earnings Call.”

A webcast of the conference call will be available to the public on a listen-only basis at www.brookdaleliving.com.  Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.  A replay of the webcast will be available for three months following the call.

For those who cannot listen to the live call, a replay will be available until 11:59 PM ET on March 5 by dialing (800) 642-1687 (from within the U.S.) or (706) 645-9291 (from outside of the U.S.) and referencing access code “58624232.”  A copy of this earnings release is posted on the Investor Relations page of the Brookdale website (www.brookdaleliving.com).

About Brookdale Senior Living

Brookdale Senior Living Inc. is a leading owner and operator of senior living communities throughout the United States.  The Company is committed to providing an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents.  Currently the Company owns and operates independent living, assisted living, and dementia-care communities and

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continuing care retirement centers, with 565 communities in 35 states and the ability to serve over 53,000 residents.

Safe Harbor

Certain items in this press release and the associated earnings conference call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Those 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 operational initiatives and our expectations regarding their effect on our results; our expectations regarding occupancy, revenue, cash flow, expense levels, the demand for senior housing, expansion activity, acquisition opportunities and asset dispositions; our belief regarding our growth prospects; 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 liquidity; our plans to deleverage; our expectations regarding financings and refinancings of assets (including the timing thereof); our plans to generate growth organically through occupancy improvements, increases in annual rental rates and the achievement of operating efficiencies and cost savings; our plans to expand our offering of ancillary services (therapy and home health); our plans to expand existing communities; our plans to acquire additional communities, asset portfolios, operating companies and home health agencies; the expected project costs for our expansion program; our expected levels of expenditures and reimbursements (and the timing thereof); our expectations for the performance of our entrance fee communities; our ability to anticipate, manage and address industry trends and their effect on our business; and our ability to increase revenues, earnings, Adjusted EBITDA, Cash From Facility Operations, and/or Facility Operating Income.  Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "would," "project," "predict," "continue," "plan" or other similar words or expressions.  Forward-looking statements are based on certain assumptions or estimates, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition, or state other forward-looking information.  Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from these forward-looking statements include, but are not limited to, our ability consummate the financing for recently acquired communities; the risk associated with the current global economic crisis and its impact upon capital markets and liquidity; our inability to extend (or refinance) debt (including our credit and letter of credit facilities) 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; the risk that therapy caps exceptions are not reinstated; events which adversely affect the ability of seniors to afford our monthly 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 operating lease payments; the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease

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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; the risk that we may be required to post additional cash collateral in connection with our interest rate swaps; the risk that continued market deterioration could jeopardize the performance of certain of our counterparties’ obligations; changes in governmental reimbursement programs; our limited operating history on a combined basis; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; our ability to integrate acquisitions into our operations; 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; increased competition for skilled personnel; increased union activity; departure of our key officers; increases in market interest rates; environmental contamination at any of our facilities; 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; and other risks detailed from time to time in our filings with the Securities and Exchange Commission, including 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 press release and/or the associated earnings conference call.  The factors discussed above and the other factors noted in our SEC filings from time to time could cause our actual results to differ significantly from those contained in any forward-looking statement.  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 forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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Consolidated Statements of Operations

(Audited, in thousands, except for per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
Revenue
Resident fees	$	516,805		$	485,538		$	2,016,349		$	1,921,060
Management fees		1,717			1,390			6,719			6,994
Total revenue		518,522			486,928			2,023,068			1,928,054
Expense
Facility operating expense (excluding depreciation and amortization of $46,746, $51,752, $183,813 and $195,517, respectively)		338,640			322,595			1,302,277			1,256,781
General and administrative expense (including non-cash stock-based compensation expense of $5,386, $5,569, $26,935 and $28,937, respectively)		34,716			31,286			134,864			140,919
Hurricane and named tropical storms expense		-			1,187			-			4,800
Facility lease expense		67,885			67,441			272,096			269,469
Depreciation and amortization		69,557			68,320			271,935			276,202
Loss on sale of communities, net		2,043			-			2,043			-
Goodwill and asset impairment		10,073			220,026			10,073			220,026
Total operating expense		522,914			710,855			1,993,288			2,168,197
(Loss) income from operations		(4,392	)		(223,927	)		29,780			(240,143	)
Interest income		583			1,449			2,354			7,618
Interest expense:
Debt		(32,024	)		(36,495	)		(128,869	)		(147,389	)
Amortization of deferred financing costs and debt discount		(2,406	)		(2,767	)		(9,505	)		(9,707	)
Change in fair value of derivatives and amortization		2,628			(50,802	)		3,765			(68,146	)
Gain (loss) on extinguishment of debt		1,626			-			(1,292	)		(3,052	)
Equity in (loss) earnings of unconsolidated ventures		(778	)		(111	)		440			(861	)
Other non-operating (expense) income		(26	)		2,132			4,146			1,708
Loss before income taxes		(34,789	)		(310,521	)		(99,181	)		(459,972	)
Benefit for income taxes		13,990			31,735			32,926			86,731
Net loss		(20,799	)		(278,786	)		(66,255	)		(373,241	)
Basic and diluted loss per share	$	(0.18	)	$	(2.75	)	$	(0.60	)	$	(3.67	)
Weighted average shares used in
computing basic and diluted loss per share		118,653			101,424			111,288			101,667
Dividends declared per share	$	-		$	-		$	-		$	0.75

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Consolidated Balance Sheets

(Audited, in thousands)

	December 31, 2009		December 31, 2008
Cash and cash equivalents	$	66,370	$	53,973
Cash and escrow deposits - restricted		109,977		86,723
Accounts receivable, net		82,604		91,646
Other current assets		58,470		48,443
Total current assets		317,421		280,785
Property, plant, and equipment and
leasehold intangibles, net		3,857,774		3,697,834
Other assets, net		470,748		470,639
Total assets	$	4,645,943	$	4,449,258
Current liabilities	$	689,309	$	648,445
Long-term debt, less current portion		2,459,341		2,235,000
Other liabilities		410,711		605,212
Total liabilities		3,559,361		3,488,657
Stockholders’ equity		1,086,582		960,601
Total liabilities and stockholders’ equity	$	4,645,943	$	4,449,258

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Consolidated Statements of Cash Flows

(Audited, in thousands)

	Twelve Months Ended December 31,
	2009			2008
Cash Flows from Operating Activities
Net loss	$	(66,255	)	$	(373,241	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash portion of loss on extinguishment of debt		1,292			3,052
Depreciation and amortization		281,440			285,909
Goodwill and asset impairment		10,073			220,026
Gain on sale of assets		(2,241	)		(2,131	)
Equity in (earnings) loss of unconsolidated ventures		(440	)		861
Distributions from unconsolidated ventures from cumulative share of net earnings		405			3,752
Amortization of deferred gain		(4,345	)		(4,342	)
Amortization of entrance fees		(21,661	)		(22,025	)
Proceeds from deferred entrance fee revenue		38,489			22,601
Deferred income tax benefit		(31,684	)		(89,498	)
Change in deferred lease liability		15,851			20,585
Change in fair value of derivatives and amortization		(3,765	)		68,146
Change in future service obligation		(2,342	)		-
Non-cash stock-based compensation		26,935			28,937
Changes in operating assets and liabilities:
Accounts receivable, net		11,784			(25,150	)
Prepaid expenses and other assets, net		(28,426	)		(12,664	)
Accounts payable and accrued expenses		21,287			15,428
Tenant refundable fees and security deposits		(16,770	)		(1,293	)
Deferred revenue		7,593			(2,186	)
Net cash provided by operating activities		237,220			136,767
Cash Flows from Investing Activities
Decrease in lease security deposits and lease acquisition deposits, net		2,441			3,481
Increase in cash and escrow deposits — restricted		(64,540	)		(21,760	)
Net proceeds from sale of assets		14,941			2,935
Distributions received from unconsolidated ventures		1,061			3,916
Additions to property, plant, and equipment and leasehold intangibles,
net of related payables		(117,453	)		(189,028	)
Acquisition of assets, net of related payables and cash received		(204,137	)		(6,731	)
(Issuance of) payment on notes receivable, net		(508	)		39,362
Investment in unconsolidated ventures		(1,246	)		(2,779	)
Proceeds from sale leaseback transaction		9,166			-
Proceeds from sale of unconsolidated venture		8,843			4,165
Net cash used in investing activities		(351,432	)		(166,439	)
Cash Flows from Financing Activities
Proceeds from debt		157,039			511,344
Repayment of debt and capital lease obligations		(32,587	)		(255,489	)
Proceeds from line of credit		60,446			339,453
Repayment of line of credit		(219,899	)		(378,000	)
Payment of dividends		-			(129,455	)
Payment of financing costs, net of related payables		(8,700	)		(14,292	)
Proceeds from public equity offering, net		163,771			-
Cash portion of loss on extinguishment of debt		-			(1,240	)
Other		(931	)		(2,974	)
Refundable entrance fees:
Proceeds from refundable entrance fees		30,386			19,871
Refunds of entrance fees		(22,916	)		(19,150	)
Recouponing and payment of swap termination		-			(58,140	)
Purchase of treasury stock		-			(29,187	)
Net cash provided by (used in) financing activities		126,609			(17,259	)
Net increase (decrease) in cash and cash equivalents		12,397			(46,931	)
Cash and cash equivalents at beginning of year		53,973			100,904
Cash and cash equivalents at end of year	$	66,370		$	53,973

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Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).  Adjusted EBITDA should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by or used in operations, as determined in accordance with GAAP.  Adjusted EBITDA is a key measure of the Company's operating performance used by management to focus on operating performance and management without mixing in items of income and expense that relate to long-term contracts and the financing and capitalization of the business.  We define Adjusted EBITDA as net income (loss) before provision (benefit) for income taxes, non-operating (income) expense items, loss on sale of communities, depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), amortization of deferred gain, amortization of deferred entrance fees, non-cash compensation expense, and change in future service obligation and including entrance fee receipts and refunds (excluding first generation entrance fee receipts on a newly opened entrance fee CCRC).

In 2009, we clarified the definition of Adjusted EBITDA to exclude (a) initial entrance fees received from the sale of units at a newly opened entrance fee CCRC where the Company is required to apply such entrance fee proceeds to satisfy debt, (b) the change in the liability for the obligation to provide future services under existing lifecare contracts and (c) loss on sale of communities.

We believe Adjusted EBITDA is useful to investors in evaluating our performance, results of operations and financial position for the following reasons:

·   It is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance to our day-to-day operations;

·   It provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance; and

·   It is an indication to determine if adjustments to current spending decisions are needed.

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The table below reconciles Adjusted EBITDA from net loss for the three and twelve months ended December 31, 2009 and 2008 (in thousands):

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2009(1)			2008(1)			2009(1)			2008(1)
Net loss	$	(20,799	)	$	(278,786	)	$	(66,255	)	$	(373,241	)
Benefit for income taxes		(13,990	)		(31,735	)		(32,926	)		(86,731	)
Other non-operating expense (income)		26			(2,132	)		(4,146	)		(1,708	)
Equity in loss (earnings) of unconsolidated ventures		778			111			(440	)		861
(Gain) loss on extinguishment of debt, net		(1,626	)		-			1,292			3,052
Interest expense:
Debt		24,582			29,488			99,653			119,853
Capitalized lease obligation		7,442			7,007			29,216			27,536
Amortization of deferred financing costs and debt discount		2,406			2,767			9,505			9,707
Change in fair value of derivatives and amortization		(2,628	)		50,802			(3,765	)		68,146
Interest income		(583	)		(1,449	)		(2,354	)		(7,618	)
(Loss) income from operations		(4,392	)		(223,927	)		29,780			(240,143	)
Loss on sale of communities, net		2,043			-			2,043			-
Depreciation and amortization		69,557			68,320			271,935			276,202
Goodwill and asset impairment		10,073			220,026			10,073			220,026
Straight-line lease expense		3,778			4,910			15,851			20,585
Amortization of deferred gain		(1,086	)		(1,085	)		(4,345	)		(4,342	)
Amortization of entrance fees		(5,577	)		(5,498	)		(21,661	)		(22,025	)
Non-cash compensation expense		5,386			5,569			26,935			28,937
Change in future service obligation		(2,342	)		-			(2,342	)		-
Entrance fee receipts(2)		28,618			12,077			68,875			42,472
First generation entrance fees received (3)		(15,047	)		-			(25,673	)		-
Entrance fee disbursements		(6,074	)		(4,819	)		(22,916	)		(19,150	)
Adjusted EBITDA	$	84,937		$	75,573		$	348,555		$	302,562

(1) The calculation of Adjusted EBITDA includes transaction-related costs for the three and twelve months ended December 31, 2009 of $3.6 million and $5.8 million, respectively.  Integration and hurricane and named tropical storms expense as well as other non-recurring costs were $3.5 million for the three months ended December 31, 2008 and $24.3 million for the twelve months ended December 31, 2008.  The amount for the twelve months ended December 31, 2008 includes the effect of an $8.0 million reserve established for certain litigation.

(2) Includes the receipt of refundable and nonrefundable entrance fees.

(3) First generation entrance fees received represents initial entrance fees received from the sale of units at a newly opened entrance fee CCRC where the Company is required to apply such entrance fee proceeds to satisfy debt. 

Cash From Facility Operations

Cash From Facility Operations (CFFO) is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for cash flows provided by or used in operations, as determined in accordance with GAAP.  We define CFFO as net cash provided by (used in) operating activities adjusted for changes in operating assets and liabilities, deferred interest and fees added to principal, refundable entrance fees received, first generation entrance fee receipts on a newly opened entrance fee CCRC, entrance fee refunds disbursed, lease financing debt amortization with fair market value or no purchase options, other, and recurring capital expenditures.  In 2009, we clarified the definition of CFFO to exclude initial entrance fees received from the sale of units at a newly opened entrance fee CCRC where the Company is required to apply such entrance fee proceeds to satisfy debt.  Recurring capital expenditures include expenditures capitalized in accordance with GAAP that are funded from CFFO. Amounts excluded from recurring capital expenditures consist primarily of unusual or non-recurring capital items (including integration capital expenditures), facility purchases and/or major projects or renovations that are funded using financing proceeds and/or proceeds from the sale of facilities that are held for sale.

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We believe CFFO is useful to investors in evaluating our liquidity for the following reasons:

·   It provides an assessment of our ability to facilitate meeting current financial and liquidity goals.

·   To assess our ability to:

(i)   service our outstanding indebtedness;

(ii)   pay dividends; and

(iii)   make regular recurring capital expenditures to maintain and improve our facilities.

The table below reconciles CFFO from net cash provided by operating activities for the three and twelve months ended December 31, 2009 and 2008 (in thousands):

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2009(1)			2008(1)			2009(1)			2008(1)
Net cash provided by operating activities	$	51,248		$	29,413		$	237,220		$	136,767
Changes in operating assets and liabilities		11,753			12,562			4,532			25,865
Refundable entrance fees received(2)		13,354			4,686			30,386			19,871
First generation entrance fees received (3)		(15,047	)		-			(25,673	)		-
Entrance fee refunds disbursed		(6,074	)		(4,819	)		(22,916	)		(19,150	)
Recurring capital expenditures		(7,484	)		(7,696	)		(19,522	)		(27,312	)
Lease financing debt amortization with fair market value or no purchase options		(1,824	)		(1,716	)		(7,195	)		(6,691	)
Reimbursement of operating expenses and other		-			-			-			794
Cash From Facility Operations	$	45,926		$	32,430		$	196,832		$	130,144

(1) The calculation of CFFO includes transaction-related costs for the three and twelve months ended December 31, 2009 of $3.6 million and $5.8 million, respectively.  Integration and hurricane and named tropical storms expense as well as other non-recurring costs were $3.5 million for the three months ended December 31, 2008 and $24.3 million for the twelve months ended December 31, 2008.  The amount for the twelve months ended December 31, 2008 includes the effect of an $8.0 million reserve established for certain litigation.  

(2) Total entrance fee receipts for the three months ended December 31, 2009 and 2008 were $28.6 million and $12.1 million, respectively, including $15.3 million and $7.4 million, respectively, of nonrefundable entrance fee receipts included in net cash provided by operating activities.  Total entrance fee receipts for the years ended December 31, 2009 and 2008 were $68.9 million and $42.5 million, respectively, including $38.5 million and $22.6 million, respectively, of nonrefundable entrance fee receipts included in net cash provided by operating activities

(3) First generation entrance fees received represents initial entrance fees received from the sale of units at a newly opened entrance fee CCRC where the Company is required to apply such entrance fee proceeds to satisfy debt. 

Beginning in the third quarter of 2009, the calculation of CFFO per share is based on weighted average outstanding common shares for the period, excluding any unvested restricted shares.  Previously, the calculation of CFFO per outstanding common share was based on outstanding shares at the end of the period, excluding any unvested restricted shares.  The change in methodology does not change any historically reported CFFO numbers.  Annual CFFO per share for all periods is calculated as the sum of the quarterly amounts for the year.

Facility Operating Income

Facility Operating Income is not a measurement of operating performance calculated in accordance with GAAP and should not be considered in isolation as a substitute for net income, income from operations, or cash flows provided by or used in operations, as determined in accordance with GAAP.  We define Facility Operating Income as net income (loss) before

Page 13 of 14

provision (benefit) for income taxes, non-operating (income) expense items, loss on sale of communities, depreciation and amortization (including non-cash impairment charges), facility lease expense, general and administrative expense, including non-cash stock compensation expense, change in future service obligation, amortization of deferred entrance fee revenue and management fees.

In 2009, we clarified the definition of Facility Operating Income to exclude (a) the change in the liability for the obligation to provide future services under existing lifecare contracts and (b) loss on sale of communities.

We believe Facility Operating Income is useful to investors in evaluating our facility operating performance for the following reasons:

·   It is helpful in identifying trends in our day-to-day facility performance;

·   It provides an assessment of our revenue generation and expense management; and

·   It provides an indicator to determine if adjustments to current spending decisions are needed.

The table below reconciles Facility Operating Income from net loss for the three and twelve months ended December 31, 2009 and 2008 (in thousands):

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2009			2008			2009			2008
Net loss	$	(20,799	)	$	(278,786	)	$	(66,255	)	$	(373,241	)
Benefit for income taxes		(13,990	)		(31,735	)		(32,926	)		(86,731	)
Other non-operating expense (income)		26			(2,132	)		(4,146	)		(1,708	)
Equity in loss (earnings) of unconsolidated ventures		778			111			(440	)		861
(Gain) loss on extinguishment of debt		(1,626	)		-			1,292			3,052
Interest expense:
Debt		24,582			29,488			99,653			119,853
Capitalized lease obligation		7,442			7,007			29,216			27,536
Amortization of deferred financing costs and debt discount		2,406			2,767			9,505			9,707
Change in fair value of derivatives and amortization		(2,628	)		50,802			(3,765	)		68,146
Interest income		(583	)		(1,449	)		(2,354	)		(7,618	)
(Loss) income from operations		(4,392	)		(223,927	)		29,780			(240,143	)
Loss on sale of communities, net		2,043			-			2,043			-
Depreciation and amortization		69,557			68,320			271,935			276,202
Goodwill and asset impairment		10,073			220,026			10,073			220,026
Facility lease expense		67,885			67,441			272,096			269,469
General and administrative (including non-cash stock compensation expense)		34,716			31,286			134,864			140,919
Change in future service obligation		(2,342	)		-			(2,342	)		-
Amortization of entrance fees		(5,577	)		(5,498	)		(21,661	)		(22,025	)
Management fees		(1,717	)		(1,390	)		(6,719	)		(6,994	)
Facility Operating Income	$	170,246		$	156,258		$	690,069		$	637,454

Page 14 of 14

EX-99.2

Brookdale Senior Living Inc.

Corporate Overview - selected financial information

As of December 31, 2009

Corporate Overview

Brookdale Senior Living Inc. ("BKD") is a leading owner and operator of senior living communities throughout the United States.  The Company is committed to providing an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents.  Currently the Company owns and operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with 565 communities in 35 states and the ability to serve approximately 53,600 residents.

Stock Listing

Common Stock

NYSE: BKD

Community Information

Ownership Type	Number of Facilities		Number of Units/Beds		Percentage of Q4 2009 Revenues			Percentage of Q4 2009 Facility Operating Income			Percentage of YTD 2009 Revenues			Percentage of YTD 2009 Facility Operating Income
Owned		187		20,746		41.3	%		39.0	%		40.0	%		38.5	%
Leased		359		29,092		58.4	%		60.0	%		59.7	%		60.6	%
Managed		19		3,788		0.3	%		1.0	%		0.3	%		0.9	%
Total		565		53,626		100.0	%		100.0	%		100.0	%		100.0	%
Operating Type
Retirement Centers		80		14,867		24.2	%		29.8	%		24.6	%		29.7	%
Assisted Living		430		22,954		46.1	%		43.8	%		45.8	%		45.0	%
CCRCs		36		12,017		29.4	%		25.4	%		29.3	%		24.4	%
Managed		19		3,788		0.3	%		1.0	%		0.3	%		0.9	%
Total		565		53,626		100.0	%		100.0	%		100.0	%		100.0	%

CFFO Per Share ($)
($ except where indicated)	FY 2008										FY 2009
		Q1		Q2		Q3		Q4	Full Year(1)			Q1		Q2		Q3		Q4	Full Year(1)
Reported CFFO	$	0.38	$	0.36	$	0.22	$	0.32	$	1.28	$	0.49	$	0.50	$	0.41	$	0.39	$	1.79
Add:  hurricane costs		-		-		0.04		0.01		0.05		-		-		-		-		-
Add:  non-recurring, acquisition, integration and system costs		0.03		0.10		0.04		0.02		0.19		-		-		0.02		0.03		0.05
Adjusted CFFO	$	0.41	$	0.46	$	0.30	$	0.35	$	1.52	$	0.49	$	0.50	$	0.43	$	0.42	$	1.84
Weighted Average Shares		101,995		101,856		101,398		101,424				101,738		106,042		118,455		118,653
(1) Annual CFFO for all periods is calculated as the sum of the quarterly amounts for the year.

Investor Relations

Ross Roadman

SVP, Investor Relations

Brookdale Senior Living Inc.

111 Westwood Place, Suite 200

Brentwood, TN 37027

Phone (615) 564-8104

rroadman@brookdaleliving.com

Note: See accompanying fourth quarter earnings release for non-GAAP financial measure definitions and reconciliations.

Brookdale Senior Living Inc.

Operating Segment Info

As of December 31, 2009

Selected Segment Operating and Other Data as Reported in the 10K

	FY 2008															FY 2009
		Q1			Q2			Q3			Q4		Full Year				Q1			Q2			Q3			Q4		Full Year
Retirement Centers
Number of communities (period end)		79			79			79			77			77			77			77			77			80			80
Total units/beds		14,746			14,692			14,688			14,229			14,229			14,236			14,236			14,233			14,867			14,867
Total units/beds excluding equity homes		14,651			14,597			14,593			14,134			14,134			14,141			14,141			14,138			14,772			14,772
Weighted average occupancy		90.5	%		89.5	%		90.5	%		90.1	%		90.3	%		88.8	%		88.6	%		89.0	%		88.8	%		88.8	%
Average monthly revenue per unit/bed	$	3,132		$	3,168		$	3,176		$	3,219		$	3,171		$	3,272		$	3,296		$	3,292		$	3,278		$	3,285
Assisted Living
Number of communities (period end)		417			418			418			417			417			414			413			413			430			430
Total units/beds		21,907			22,021			22,081			22,043			22,043			21,830			21,829			21,826			22,954			22,954
Total units/beds excluding equity homes		21,907			22,021			22,081			22,043			22,043			21,830			21,829			21,826			22,911			22,911
Weighted average occupancy		89.9	%		89.0	%		90.3	%		90.6	%		89.9	%		89.6	%		89.6	%		90.7	%		91.3	%		90.3	%
Average monthly revenue per unit/bed	$	3,754		$	3,765		$	3,737		$	3,752		$	3,752		$	3,905		$	3,900		$	3,861		$	3,895		$	3,890
CCRCs
Number of communities (period end)		32			32			32			32			32			35			35			35			36			36
Total units/beds		10,798			10,838			10,871			11,183			11,183			11,474			11,470			11,777			12,017			12,017
Total units/beds excluding equity homes		9,998			10,038			10,076			10,392			10,392			10,679			10,675			10,982			11,222			11,222
Weighted average occupancy		89.4	%		88.1	%		87.4	%		87.2	%		87.9	%		86.7	%		86.2	%		85.7	%		84.3	%		85.7	%
Average monthly revenue per unit/bed	$	4,699		$	4,767		$	4,810		$	4,864		$	4,759		$	5,017		$	5,128		$	5,200		$	5,210		$	5,139

Consolidated Totals
Number of communities (period end)		528			529			529			526			526			526			525			525			546			546
Total units/beds		47,451			47,551			47,640			47,455			47,455			47,540			47,535			47,836			49,838			49,838
Total units/beds excluding equity homes		46,556			46,656			46,750			46,569			46,569			46,650			46,645			46,946			48,905			48,905
Weighted average occupancy		90.0	%		88.9	%		89.7	%		89.7	%		89.6	%		88.7	%		88.5	%		89.0	%		88.9	%		88.8	%
Average monthly revenue per unit/bed	$	3,759		$	3,791		$	3,786		$	3,830		$	3,791		$	3,961		$	3,990		$	3,987		$	4,001		$	3,985

Management Services
Number of communities (period end)	22		21		21		22		22		22		21		22		19		19
Total units/beds	4,406		4,296		4,293		4,349		4,349		4,348		4,309		4,432		3,788		3,788
Weighted average occupancy	83.4	%	83.7	%	85.3	%	87.4	%	84.9	%	86.3	%	84.6	%	83.9	%	84.4	%	84.8	%

Average Occupancy and Rates based on Average Occupied Units in the Period

The table below represents occupancy based on a consistent treatment of units across all product lines.  The table above is a combination of both units and beds.

	FY 2008															FY 2009
		Q1			Q2			Q3			Q4		Full Year				Q1			Q2			Q3			Q4		Full Year
Retirement Centers
Number of communities (period end)		79			79			79			77			77			77			77			77			80			80
Total average units		14,614			14,568			14,549			14,105			14,459			14,116			14,117			14,114			14,203			14,137
Weighted average unit occupancy		89.3	%		88.3	%		88.9	%		88.8	%		88.8	%		87.4	%		86.9	%		87.3	%		87.2	%		87.2	%
Average monthly revenue per unit	$	3,181		$	3,216		$	3,246		$	3,271		$	3,228		$	3,331		$	3,366		$	3,361		$	3,373		$	3,358
Assisted Living
Number of communities (period end)		417			418			418			417			417			414			413			413			430			430
Total average units		20,160			20,170			20,308			20,316			20,239			20,084			20,073			20,062			20,600			20,205
Weighted average unit occupancy		86.7	%		85.7	%		86.7	%		87.4	%		86.6	%		86.2	%		86.0	%		87.0	%		87.9	%		86.8	%
Average monthly revenue per unit	$	4,229		$	4,244		$	4,222		$	4,228		$	4,231		$	4,412		$	4,417		$	4,376		$	4,390		$	4,398
CCRCs
Number of communities (period end)		32			32			32			32			32			35			35			35			36			36
Total average units		9,989			10,038			10,076			10,372			10,119			10,632			10,675			10,816			11,162			10,821
Weighted average unit occupancy		89.4	%		87.9	%		87.1	%		86.8	%		87.8	%		86.5	%		85.7	%		85.1	%		83.7	%		85.2	%
Average monthly revenue per unit	$	4,701		$	4,779		$	4,829		$	4,887		$	4,799		$	5,030		$	5,153		$	5,239		$	5,249		$	5,168

Consolidated Totals
Number of communities (period end)		528			529			529			526			526			526			525			525			546			546
Total average units		44,763			44,776			44,933			44,793			44,817			44,832			44,865			44,992			45,965			45,163
Weighted average unit occupancy		88.1	%		87.1	%		87.5	%		87.7	%		87.6	%		86.6	%		86.2	%		86.7	%		86.7	%		86.6	%
Average monthly revenue per unit	$	3,989		$	4,026		$	4,036		$	4,073		$	4,031		$	4,215		$	4,258		$	4,259		$	4,275		$	4,252

Brookdale Senior Living Inc.
Same Community, Capital Expenditure and ISC Information
As of December 31, 2009
Same Community Information
($ in 000s, except Avg. Mo. Revenue/unit)
	Three Months Ended December 31,									Twelve Months Ended December 31,
	2009			2008 (1)			% Change			2009			2008 (1)			% Change
Revenue	$	474,918		$	460,789			3.1	%	$	1,892,290		$	1,817,984			4.1	%
Operating Expense		310,792			305,739			1.7	%		1,217,457			1,191,844			2.1	%
Facility Operating Income	$	164,126		$	155,050			5.9	%	$	674,833		$	626,140			7.8	%
Facility Operating Margin		34.6	%		33.6	%		0.9	%		35.7	%		34.4	%		1.2	%
# Communities		514			514						514			514
Avg. Period Occupancy		89.5	%		90.2	%		-0.7	%		89.3	%		89.9	%		-0.6	%
Avg. Mo. Revenue/unit	$	3,953		$	3,807			3.8	%	$	3,949		$	3,765			4.9	%
(1) Excludes $601 and $1,257 of expenses related to hurricane and named-tropical storms for the three months and twelve months ended December 31, 2008

Schedule of Capital Expenditures
($ in 000s)
	Three Months Ended December 31,
	2009			2008
Type
Recurring	$	8,155		$	7,984
Reimbursements		(671	)		(288	)
Net Recurring		7,484			7,696
Corporate (1)		2,106			1,227
EBITDA-enhancing (2)		8,126			10,032
Development (3)		11,559			35,606
Reimbursements (4)		(12,152	)		(38,794	)
Net Development		(593	)		(3,188	)
Net Total Capital Expenditures	$	17,123		$	15,767
(1) Corporate primarily includes capital expenditures for information technology systems and equipment
(2) EBITDA-enhancing capital expenditures generally represent unusual or non-recurring capital items and/or major renovations
(3) Development capital expenditures primarily relate to the facilty expansion and de novo development program
(4) Development reimbursements are typically received after expenditures are actually made. Only includes cash reimbursements received during the period

Information on Ancillary Services
	Three Months Ended December 31,
	2009		2008
Brookdale Units Served:
Therapy
Legacy ARC		12,472		12,536
Total		35,690		33,456
Home Health
Legacy ARC		8,570		7,593
Total		20,159		14,028
Avg. Mo. NOI/Occupied Unit
Legacy ARC	$	295	$	222
Total	$	229	$	146

Brookdale Senior Living Inc.

Capital Structure - selected financial information

As of December 31, 2009

($ in 000s)

Debt Maturities and Scheduled Principal Repayments
	Initial Maturities
	Mortgage		weighted			Line of		weighted	Mort. Debt		weighted			Capital		weighted			Total
	Debt (1)		rate (2)			Credit		rate (2)	& Line		rate (2)			Leases		rate (2)			Debt
2010		145,644		2.47	%		-			145,644		2.47	%		20,541		8.34	%		166,185
2011		285,131		6.97	%		-			285,131		6.97	%		23,636		8.35	%		308,767
2012		883,010		3.49	%		-			883,010		3.49	%		25,950		8.36	%		908,960
2013		641,387		4.70	%		-			641,387		4.70	%		25,596		8.46	%		666,983
2014		141,820		5.86	%		-			141,820		5.86	%		29,079		8.47	%		170,899
Thereafter		176,799		3.70	%		-			176,799		3.70	%		226,933		8.93	%		403,732
Total		2,273,791		4.37	%		-			2,273,791		4.37	%		351,735		8.74	%		2,625,526

	Final Maturities (3)
	Mortgage		weighted			Line of		weighted	Mort. Debt		weighted			Capital		weighted			Total
	Debt (1)		rate (2)			Credit		rate (2)	& Line		rate (2)			Leases		rate (2)			Debt
2010		19,644		5.32	%		-			19,644		5.32	%		20,541		8.34	%		40,185
2011		287,274		4.00	%		-			287,274		4.00	%		23,636		8.35	%		310,910
2012		884,761		3.50	%		-			884,761		3.50	%		24,482		8.41	%		909,243
2013		638,143		5.35	%		-			638,143		5.35	%		25,596		8.46	%		663,739
2014		1,820		7.19	%		-			1,820		7.19	%		29,079		8.47	%		30,899
Thereafter		442,149		4.86	%		-			442,149		4.86	%		228,401		8.92	%		670,550
Total		2,273,791		4.37	%		-			2,273,791		4.37	%		351,735		8.74	%		2,625,526

Coverage Ratios
	Twelve months ended December 31, 2009
							Interest/Cash Lease
	Units		FOI		Adj. FOI **		Payments		Coverage
Owned Communities		20,746		276,602		228,846		99,653		2.3	x
Leased Communities *		29,092		435,427		364,922		289,806		1.3	x
* The leased communities include the capital leases.
** Adjusted for 5% management fee and capital expenditures @ $350/unit.

Debt Amortization
	Twelve months ended December 31,
		2008	2009
Scheduled Debt Amortization		1,981	4,249
Lease Financing Debt Amortization - FMV or no Purchase Option (4)		6,691	7,195
Lease Financing Debt Amortization - Bargain Purchase Option		10,366	10,646
Total Debt Amortization		19,038	22,090

Line Availability
($000s)	Dec-08		Mar-09		Jun-09		Sep-09		Dec-09
Revolver Balance		159,453		155,000		-		-		-
Letters of Credit Outstanding (7)		107,261		20,759		23,562		23,657		17,347
Ending Line Balance		266,714		175,759		23,562		23,657		17,347
Cash and cash equivalents		53,973		52,507		95,611		159,313		66,370
Total Line Capacity				220,000		75,000		75,000		75,000
Total Liquidity (Line Availability + Cash)				96,748		147,049		210,656		124,023
Letters of credit outstanding on line (7)		107,261		20,759		23,562		23,657		17,347
Other letters of credit		42,475		48,475		48,475		48,475		48,770
Total letters of credit outstanding(7)		149,736		69,234		72,037		72,132		66,117

Leverage Ratios
		Annualized
	Balance	Leverage
Mortgage Debt (1)	2,273,791
Capital Leases	351,735
Total Property-Level Debt	2,625,526	7.0x
Plus: Line of Credit (cash borrowings)	-
Less: Unrestricted Cash	(66,370)
Less: Cash held as collateral against existing debt	(28,492)
Total Debt	2,530,664	6.7x
2009 Adjusted EBITDA	348,555
11 mos of acquisitions EBITDA (8)	27,125
Proforma 2009 Adjusted EBITDA	375,680
Annualized Cash Lease Expense multiplied by 8	2,084,720
Total Adjusted Debt	4,615,384	7.3x
2009 Adjusted EBITDAR	636,270

Debt Structure
		weighted
	Balance	rate (2)
Fixed Rate Mortgage Debt	999,539	6.03%
Variable Rate Mortgage Debt (1)	1,274,252	3.06%
Capital Leases	351,735	8.74%
Line of Credit (cash borrowings)	-
Total Debt	2,625,526
	Balance	% of total
Variable Rate debt with Interest Rate Swaps (5)	351,840	27.6%
Variable Rate debt with Interest Rate Caps (1) (6)	811,365	63.7%
Variable Rate debt - Unhedged	111,047	8.7%
Total Variable Rate Mortgage Debt	1,274,252	100.0%

(1) Also includes both bond and discount mortgage backed security financing.

(2) Pertaining to variable rate debt, reflects a) market rates for stated reporting period and b) applicable swap rates / cap rates for hedged debt.

(3) Assumes extension options are exercised.

(4) Payments are included in CFFO.

(5) Weighted swap rate for stated reporting period is 3.74%.

(6) Weighted cap rate for stated reporting period of 5.94% is materially above current market rates, therefore caps have no impact on consolidated interest expense for given period.

(7) December 2008 includes $32.2 million of duplicative letters of credit that were returned during the first quarter of 2009.

(8) Represents actual EBITDA on current year acquisitions from January 1, 2009 to the date of acquisition when actual results are consolidated.

Brookdale Senior Living Inc.

CFFO Reconciliation

As of December 31, 2009

($ in 000s)

CFFO Calculation
	Three Months Ended December 31,
	2009			2008
Net cash provided by operating activities (includes non-refundable entrance fees)	$	51,248		$	29,413
Less: Changes in operating assets and liabilities (eliminates cash flow effect)		11,753			12,562
Add: Refundable entrance fees received		13,354			4,686
Less: Entrance fee refunds disbursed		(6,074	)		(4,819	)
Less:  First generation entrance fees		(15,047	)		-
Less: Recurring capital expenditures, net		(7,484	)		(7,696	)
Less: Lease financing debt amortization with fair market value or no purchase options		(1,824	)		(1,716	)
Acquisition, transaction, integration, system and hurricane costs		3,554			3,469
Cash From Facility Operations	$	49,480		$	35,899

Revenue Reconciliation
	FY 2008															FY 2009
		Q1			Q2			Q3			Q4		Full Year				Q1			Q2			Q3			Q4		Full Year
Revenue reconciliation excl. entrance fee amortization
Average monthly revenue per quarter		3,759			3,791			3,786			3,830			3,791			3,961			3,990			3,987			4,001			3,985
Average monthly units (excluding equity homes) available		46,520			46,566			46,725			46,576			46,603			46,595			46,654			46,792			47,910			46,990
Average occupancy for the quarter		90.0	%		88.9	%		89.7	%		89.7	%		89.6	%		88.7	%		88.5	%		89.0	%		88.9	%		88.8	%
Resident fee revenue	$	472,144		$	470,808		$	476,043		$	480,040		$	1,899,035		$	491,119		$	494,227		$	498,114		$	511,228		$	1,994,688
Add:  management fee revenue		1,813			2,264			1,527			1,390			6,994			1,717			1,298			1,987			1,717			6,719
Total revenues excluding entrance fee amortization	$	473,957		$	473,072		$	477,570		$	481,430		$	1,906,029		$	492,836		$	495,525		$	500,101		$	512,945		$	2,001,407

CFFO Reconciliation to the Income Statement
Resident fee revenue	$	480,648		$	478,201		$	482,277		$	486,928		$	1,928,054		$	497,946		$	500,757		$	505,843		$	518,522		$	2,023,068
Less:  Entrance fee amortization		(6,691	)		(5,129	)		(4,707	)		(5,498	)		(22,025	)		(5,110	)		(5,232	)		(5,742	)		(5,577	)		(21,661	)
Adjusted revenues		473,957			473,072			477,570			481,430			1,906,029			492,836			495,525			500,101			512,945			2,001,407
Less:  Facility operating expenses		(305,059	)		(306,526	)		(326,214	)		(323,782	)		(1,261,581	)		(318,112	)		(316,586	)		(328,939	)		(340,683	)		(1,304,320	)
Add: Loss on sale of communites, net		-			-			-			-			-			-			-			-			2,043			2,043
Add: Change in future service obligation		-			-			-			-			-			-			-			-			(2,342	)		(2,342	)
		(305,059	)		(306,526	)		(326,214	)		(323,782	)		(1,261,581	)		(318,112	)		(316,586	)		(328,939	)		(340,982	)		(1,304,619	)
Less:  G&A excluding non-cash stock expense		(36,388	)		(40,297	)		(32,948	)		(31,286	)		(140,919	)		(33,707	)		(31,721	)		(34,720	)		(34,716	)		(134,864	)
Add:  G&A non-cash stock expense		8,010			8,621			6,737			5,569			28,937			6,809			6,871			7,869			5,386			26,935
Net G&A		(28,378	)		(31,676	)		(26,211	)		(25,717	)		(111,982	)		(26,898	)		(24,850	)		(26,851	)		(29,330	)		(107,929	)
Less:  Facility lease expense		(67,812	)		(67,199	)		(67,017	)		(67,441	)		(269,469	)		(67,741	)		(68,434	)		(68,036	)		(67,885	)		(272,096	)
Add:  Straight-line lease expense		5,751			5,215			4,709			4,910			20,585			4,248			4,032			3,793			3,778			15,851
Less:  Amortization of deferred gain		(1,085	)		(1,086	)		(1,086	)		(1,085	)		(4,342	)		(1,086	)		(1,085	)		(1,088	)		(1,086	)		(4,345	)
Net lease expense		(63,146	)		(63,070	)		(63,394	)		(63,616	)		(253,226	)		(64,579	)		(65,487	)		(65,331	)		(65,193	)		(260,590	)
Entrance fee receipts		6,272			12,597			11,526			12,077			42,472			8,510			9,816			11,305			13,571			43,202
Entrance fee disbursements		(3,632	)		(4,843	)		(5,856	)		(4,819	)		(19,150	)		(5,836	)		(6,357	)		(4,649	)		(6,074	)		(22,916	)
Net entrance fees		2,640			7,754			5,670			7,258			23,322			2,674			3,459			6,656			7,497			20,286

Adjusted EBITDA	80,014		79,554		67,421		75,573		302,562		85,921		92,061		85,636		84,937		348,555
Less:  Recurring capital expenditures, net	(6,037	)	(6,614	)	(6,965	)	(7,696	)	(27,312	)	(2,655	)	(3,888	)	(5,495	)	(7,484	)	(19,522	)
Less:  Interest expense, net	(34,245	)	(34,264	)	(36,216	)	(35,046	)	(139,771	)	(32,001	)	(33,122	)	(29,951	)	(31,441	)	(126,515	)
Less:  Lease financing debt amortization with fair market value or no purchase options	(1,625	)	(1,662	)	(1,688	)	(1,716	)	(6,691	)	(1,780	)	(1,798	)	(1,793	)	(1,824	)	(7,195	)
Less:  Other	478		(341	)	(96	)	1,315		1,356		706		(733	)	(202	)	1,738		1,509

Reported CFFO	$	38,585	$	36,673	$	22,456	$	32,430	$	130,144	$	50,191	$	52,520	$	48,195	$	45,926	$	196,832
Add:  hurricane costs		-		-		3,613		1,187		4,800		-		-		-		-		-
Add:  non-recurring, acquisition, integration and system costs		2,880		10,447		3,902		2,282		19,511		-		-		2,200		3,554		5,754
Adjusted CFFO	$	41,465	$	47,120	$	29,971	$	35,899	$	154,455	$	50,191	$	52,520	$	50,395	$	49,480	$	202,586

CFFO Per Share ($)
($ except where indicated)	FY 2008															FY 2009
		Q1		Q2		Q3		Q4	Full Year(1)			Q1		Q2		Q3		Q4	Full Year(1)
Reported CFFO	$	0.38	$	0.36	$	0.22	$	0.32	$	1.28	$	0.49	$	0.50	$	0.41	$	0.39	$	1.79
Add:  hurricane costs		-		-		0.04		0.01		0.05		-		-		-		-		-
Add:  non-recurring, acquisition, integration and system costs		0.03		0.10		0.04		0.02		0.19		-		-		0.02		0.03		0.05
Adjusted CFFO	$	0.41	$	0.46	$	0.30	$	0.35	$	1.52	$	0.49	$	0.50	$	0.43	$	0.42	$	1.84
Shares used in calculation of CFFO (000's)		101,995		101,856		101,398		101,424				101,738		106,042		118,455		118,653
(1) Annual CFFO for all periods is calculated as the sum of the quarterly amounts for the year.
Note: CFFO is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for any GAAP financial measure. CFFO is not a measure of financial performance under GAAP. We strongly urge you to review the reconciliation of CFFO to GAAP net cash provided by operating activities, along with our condensed consolidated financial statements, included in the accompanying earnings release.

Brookdale Senior Living Inc.

Quarterly Entry Fee Information

As of December 31, 2009

	Q1 07	Q2 07	Q3 07	Q4 07	Q1 08	Q2 08	Q3 08	Q4 08	Q1 09	Q2 09	Q3 09	Q4 09
Ending # EF Vacant Units	372	406	379	429	434	416	448	447	475	474	536	548
# Closings	51	60	70	60	40	78	67	65	48	62	70	80
# of Refunds	88	65	75	83	47	69	95	67	67	86	67	84

Cash Basis ($000's)
Resale Receipts:
Proceeds from non-refundable entrance fees (1)(2)	3,916		4,726		5,673		5,015		2,780		5,177		7,253		7,391		4,872		5,718		8,429		8,648
Proceeds from refundable entrance fees (2)(3)	4,258		4,064		8,696		8,901		3,492		7,420		4,273		4,686		3,638		4,098		2,876		4,923
Total Cash Proceeds	8,174		8,790		14,369		13,916		6,272		12,597		11,526		12,077		8,510		9,816		11,305		13,571
Refunds of entrance fees (4)	(6,315	)	(4,089	)	(5,084	)	(4,069	)	(3,632	)	(4,843	)	(5,856	)	(4,819	)	(5,836	)	(6,357	)	(4,649	)	(6,074	)
Net Resale Cash Flow	1,859		4,701		9,285		9,847		2,640		7,754		5,670		7,258		2,674		3,459		6,656		7,497
Average Resale $ (excluding My Choice proceeds)	160,275		143,300		153,486		153,033		145,850		151,244		163,134		178,969		165,042		158,065		159,786		165,138
Average Refund $ (excluding My Choice refunds)	(71,761	)	(62,908	)	(67,787	)	(49,024	)	(74,723	)	(67,754	)	(61,642	)	(71,925	)	(87,104	)	(68,930	)	(68,851	)	(66,881	)
Notes:
(1) From Statement of Cash Flows (Operating Activities section) with line description: Proceeds from deferred entrance fee revenue
(2) Excludes first generation entrance fees received
(3) From Statement of Cash Flows (Financing Activities section) with line description: Proceeds from refundable entrance fees (which includes My Choice proceeds)
(4) From Statement of Cash Flows (Financing Activities section) with line description: Refunds of entrance fees

Value of Unsold Inventory ($ in 000's)
Gross Value @ Average Resale Price of $170,000 (2)	93,160
Refund Attachments	(10,355	)
Net Cash Value	82,805

Income Statement Impact ($ in 000's)
On BKD's income statement, non-refundable entrance fees are amortized into revenue based on the unamortized balance per contract divided by the
actuarial life of the resident. The following are the non-cash amortized non-refundable entrance fees for each quarter:
	Q1 07		Q2 07		Q3 07		Q4 07		Q1 08		Q2 08		Q3 08		Q4 08		Q1 09		Q2 09		Q3 09		Q4 09
Amortization of entrance fees (incl. gains on terminations) (5)	(4,259	)	(4,641	)	(5,322	)	(5,019	)	(6,691	)	(5,129	)	(4,707	)	(5,498	)	(5,110	)	(5,232	)	(5,692	)	(5,361	)
(5) Excludes first generation entrance fee amortization

Principles of Entry Fee Accounting

Certain of BKD's communities have residency agreements which require the resident to pay an upfront fee prior to occupying the community and in return for a reduced monthly service fee and certain healthcare benefits.  BKD has a number of options for residents that give a choice of the amount of refundability of the upfront fee, the amount of entry fee for the unit and the amount of health care benefit in the community’s various levels of care.  The non-refundable portion of the entrance fee is recorded as deferred revenue and amortized over the estimated stay of the resident based on an actuarial valuation.  The refundable portion of a resident’s entrance fee is generally refundable within a certain time period following contract termination or in certain agreements, upon the resale of a comparable unit or 12 months after the resident vacates the unit and is not amortized.

Brookdale Senior Living Inc.

Quarterly Entry Fee Information

As of December 31, 2009

American Retirement Corporation ("ARC"), acquired in 2006, was active in the entrance fee CCRC business for many years and operated seven such communities.  Prior to the ARC acquisition, BKD acquired three entrance fee CCRC's from a non-profit, the National Benevolent Association, which were in bankruptcy.  BKD has been repositioning those communities by upgrading/renovating, expanding the campus or levels of care offered and changing the form of contract to include such items as life care and health benefits.

Quarterly Entrance Fee Amortization
($ in 000's)
		Q1 08			Q2 08			Q3 08			Q4 08			Q1 09			Q2 09			Q3 09			Q4 09
Original ARC
Occupancy		91	%		89	%		88	%		89	%		88	%		87	%		86	%		86	%
Ending # EF Vacant Units		181			222			249			243			271			259			328			348
# EF Closings		29			46			52			48			29			33			37			61
# of EF Refunds		27			44			58			45			41			70			38			60
EF Resale Receipts		4,906			8,729			9,699			8,739			5,344			5,579			6,051			11,051
EF Refunds Paid		(1,823	)		(2,795	)		(4,320	)		(3,644	)		(3,855	)		(5,190	)		(2,838	)		(4,265	)
Net Resale Cash Flow		3,083			5,934			5,379			5,095			1,489			389			3,213			6,786
Average EF Resale $ (excluding My Choice proceeds)	$	154		$	177		$	175		$	175		$	166		$	169		$	164		$	177
Average EF Refund $ (excluding My Choice refunds)	$	(63	)	$	(62	)	$	(74	)	$	(81	)	$	(94	)	$	(71	)	$	(74	)	$	(63	)

Total NBA Communities
Occupancy		76	%		75	%		75	%		76	%		76	%		76	%		77	%		76	%
Ending # EF Vacant Units		207			194			199			204			204			215			208			200
# EF Closings		11			32			15			17			19			29			33			19
# of EF Refunds (1)		20			25			37			22			26			16			29			24
EF Resale Receipts		1,366			3,868			1,827			3,338			3,166			4,237			5,254			2,520
EF Refunds Paid (1)		(1,809	)		(2,048	)		(1,536	)		(1,175	)		(1,981	)		(1,167	)		(1,811	)		(1,809	)
Net Resale Cash Flow		(443	)		1,820			291			2,163			1,185			3,070			3,443			711
Average EF Resale $ (excluding My Choice proceeds)	$	124		$	114		$	122		$	189		$	163		$	146		$	156		$	126
Average EF Refund $ (excluding My Choice refunds)	$	(90	)	$	(77	)	$	(42	)	$	(53	)	$	(76	)	$	(61	)	$	(62	)	$	(75	)

Total Consolidated EF Communities (2)
Occupancy		87	%		86	%		85	%		85	%		85	%		84	%		84	%		83	%
Ending # EF Vacant Units		388			416			448			447			475			474			536			548
# EF Closings		40			78			67			65			48			62			70			80
# of EF Refunds		47			69			95			67			67			86			67			84
EF Resale Receipts		6,272			12,597			11,526			12,077			8,510			9,816			11,305			13,571
EF Refunds Paid		(3,632	)		(4,843	)		(5,856	)		(4,819	)		(5,836	)		(6,357	)		(4,649	)		(6,074	)
Net Resale Cash Flow		2,640			7,754			5,670			7,258			2,674			3,459			6,656			7,497
Average EF Resale $ (excluding My Choice proceeds)	$	146		$	151		$	163		$	179		$	165		$	158		$	160		$	165
Average EF Refund $ (excluding My Choice refunds)	$	(75	)	$	(68	)	$	(62	)	$	(72	)	$	(87	)	$	(69	)	$	(69	)	$	(67	)
(1) Includes certain refunds accelerated for repositioning of the community
(2) Excludes all first generation entrance fee data and receipts.

Brookdale Senior Living Inc.

Quarterly Cash Flow Statements

As of December 31, 2009

($ in 000s)

Cash Flow Statements
	Q1 2008					Q2 2008			Q3 2008			Q4 2008		FY 2008				Q1 2009			Q2 2009			Q3 2009			Q4 2009		YTD 2009
Cash Flows from Operating Activities
Net loss		$	(55,093	)	$	(3,485	)	$	(35,877	)	$	(278,786	)	$	(373,241	)	$	(13,636	)	$	(10,530	)	$	(21,290	)	$	(20,799	)	$	(66,255	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash portion of loss on extinguishment of debt			2,821			231			-			-			3,052			-			1,740			1,178			(1,626	)		1,292
Depreciation and amortization			73,497			71,255			70,070			71,087			285,909			69,675			70,652			69,150			71,963			281,440
Goodwill and asset impairment			-			-			-			220,026			220,026			-			-			-			10,073			10,073
Gain on sale of assets			-			-			-			(2,131	)		(2,131	)		(4,455	)		103			-			2,111			(2,241	)
Equity in (earnings) loss of unconsolidated ventures			173			935			(358	)		111			861			(595	)		(581	)		(42	)		778			(440	)
Distributions from unconsolidated ventures from cumulative share of net earnings			190			1,182			546			1,834			3,752			11			-			444			(50	)		405
Amortization of deferred gain			(1,085	)		(1,086	)		(1,086	)		(1,085	)		(4,342	)		(1,086	)		(1,085	)		(1,088	)		(1,086	)		(4,345	)
Amortization of entrance fees			(6,691	)		(5,129	)		(4,707	)		(5,498	)		(22,025	)		(5,110	)		(5,232	)		(5,742	)		(5,577	)		(21,661	)
Proceeds from deferred entrance fee revenue			2,780			5,177			7,253			7,391			22,601			4,872			5,718			12,635			15,264			38,489
Deferred income tax benefit			(30,662	)		(3,532	)		(23,049	)		(32,255	)		(89,498	)		(8,194	)		(3,323	)		(7,923	)		(12,244	)		(31,684	)
Change in deferred lease liability			5,751			5,215			4,709			4,910			20,585			4,248			4,032			3,793			3,778			15,851
Change in fair value of derivatives and amortization			45,633			(36,743	)		8,454			50,802			68,146			4,285			(7,900	)		2,478			(2,628	)		(3,765	)
Change in future service obligation			-			-			-			-			-			-			-			-			(2,342	)		(2,342	)
Non-cash stock-based compensation			8,010			8,621			6,737			5,569			28,937			6,809			6,871			7,869			5,386			26,935
Changes in operating assets and liabilities:
Accounts receivable, net			(6,392	)		(2,067	)		(9,706	)		(6,985	)		(25,150	)		(3,118	)		79			14,273			550			11,784
Prepaid expenses and other assets, net			2,515			12,164			(9,037	)		(18,306	)		(12,664	)		(4,602	)		(4,623	)		(11,859	)		(7,342	)		(28,426	)
Accounts payable and accrued expenses			(5,083	)		(11,080	)		19,214			12,377			15,428			4,966			6,847			17,744			(8,270	)		21,287
Tenant refundable fees and security deposits			1,184			184			(1,807	)		(854	)		(1,293	)		(370	)		(11,706	)		(2,221	)		(2,473	)		(16,770	)
Deferred revenue			3,081			(5,747	)		(726	)		1,206			(2,186	)		15,057			(6,747	)		(6,499	)		5,782			7,593
Net cash provided by operating activities			40,629			36,095			30,630			29,413			136,767			68,757			44,315			72,900			51,248			237,220
Cash Flows from Investing Activities
Decrease in lease security deposits and lease acquisition deposits, net			1,763			109			544			1,065			3,481			1,480			-			591			370			2,441
Increase in cash and escrow deposits — restricted			(20,663	)		16,830			(3,962	)		(13,965	)		(21,760	)		(57,897	)		4,030			(827	)		(9,846	)		(64,540	)
Net proceeds from sale of assets			-			-			-			2,935			2,935			-			210			-			14,731			14,941
Distributions received from unconsolidated ventures			-			154			146			3,616			3,916			525			265			179			92			1,061
Additions to property, plant, and equipment and leasehold intangibles,
net of related payables			(46,213	)		(41,455	)		(46,511	)		(54,849	)		(189,028	)		(33,491	)		(29,443	)		(24,573	)		(29,946	)		(117,453	)
Acquisition of assets, net of related payables and cash received			(745	)		(462	)		(3,898	)		(1,626	)		(6,731	)		-			(190	)		(1,037	)		(202,910	)		(204,137	)
Payment on (issuance of) notes receivable, net			10,112			29,549			-			(299	)		39,362			(36	)		(759	)		205			82			(508	)
Investment in unconsolidated ventures			(356	)		(137	)		(670	)		(1,616	)		(2,779	)		(1,106	)		-			(140	)		-			(1,246	)
Proceeds from sale leaseback transaction			-			-			-			-			-			9,166			-			-			-			9,166
Proceeds from sale of unconsolidated venture			-			-			4,165			-			4,165			8,843			(12	)		-			12			8,843
Net cash (used in) provided by investing activities			(56,102	)		4,588			(50,186	)		(64,739	)		(166,439	)		(72,516	)		(25,899	)		(25,602	)		(227,415	)		(351,432	)
Cash Flows from Financing Activities
Proceeds from debt			288,479			155,868			23,422			43,575			511,344			26,521			23,998			17,467			89,053			157,039
Repayment of debt and capital lease obligations			(181,327	)		(42,865	)		(5,018	)		(26,279	)		(255,489	)		(10,403	)		(5,330	)		(5,461	)		(11,393	)		(32,587	)
Proceeds from line of credit			125,000			45,000			94,757			74,696			339,453			60,446			-			-			-			60,446
Repayment of line of credit			(120,000	)		(198,000	)		(60,000	)		-			(378,000	)		(64,899	)		(155,000	)		-			-			(219,899	)
Payment of dividends			(51,897	)		(25,955	)		(25,844	)		(25,759	)		(129,455	)		-			-			-			-			-
Payment of financing costs, net of related payables			(853	)		(12,571	)		(296	)		(572	)		(14,292	)		(6,895	)		(432	)		69			(1,442	)		(8,700	)
Proceeds from public equity offering, net			-			-			-			-			-			-			163,908			(81	)		(56	)		163,771
Cash portion of loss on extinguishment of debt			(812	)		(231	)		(197	)		-			(1,240	)		-			-			-			-			-
Other			(403	)		(400	)		(1,075	)		(1,096	)		(2,974	)		(279	)		(197	)		(237	)		(218	)		(931	)
Refundable entrance fees:
Proceeds from refundable entrance fees			3,492			7,420			4,273			4,686			19,871			3,638			4,098			9,296			13,354			30,386
Refunds of entrance fees			(3,632	)		(4,843	)		(5,856	)		(4,819	)		(19,150	)		(5,836	)		(6,357	)		(4,649	)		(6,074	)		(22,916	)
Recouponing and payment of swap termination			(23,942	)		(3,180	)		-			(31,018	)		(58,140	)		-			-			-			-			-
Purchase of treasury stock			-			(20,020	)		(9,167	)		-			(29,187	)		-			-			-			-			-
Net cash provided by (used in) financing activities			34,105			(99,777	)		14,999			33,414			(17,259	)		2,293			24,688			16,404			83,224			126,609
Net increase (decrease) in cash and cash equivalents			18,632			(59,094	)		(4,557	)		(1,912	)		(46,931	)		(1,466	)		43,104			63,702			(92,943	)		12,397
Cash and cash equivalents at beginning of period			100,904			119,536			60,442			55,885			100,904			53,973			52,507			95,611			159,313			53,973
Cash and cash equivalents at end of period		$	119,536		$	60,442		$	55,885		$	53,973		$	53,973		$	52,507		$	95,611		$	159,313		$	66,370		$	66,370