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)	May 3, 2010 (May 3, 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 May 3, 2010, Brookdale Senior Living Inc. (the “Company”) issued a press release announcing its first quarter 2010 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 first quarter 2010 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 May 3, 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:	May 3, 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 May 3, 2010.
99.2	Supplemental Information.

EX-99.1

FOR IMMEDIATE RELEASE

Contact:                                                        

Brookdale Senior Living Inc.

Ross Roadman  615-564-8104

Brookdale Announces First Quarter 2010 Results and Record CFFO of $54.4 Million

Highlights

·   Cash From Facility Operations (“CFFO”) was $54.4 million, or $0.46 per share, in the first quarter, versus $50.2 million, or $0.49 per share, for the first quarter of 2009.

·   Improved average monthly revenue per unit by 4.1% to $4,386 from $4,215 for the first quarter of 2009.

·   Average unit occupancy was 86.6%, a 10 basis point decrease from 86.7% in the fourth quarter of 2009 and flat with the first quarter of 2009.  Beginning with the first quarter of 2010, occupancy is being reported using the average unit methodology.

·   Revenue increased over the first quarter of 2009 by $46.5 million, or 9.3%, to $544.4 million.

·   Adjusted EBITDA improved over the first quarter of 2009 by $10.4 million, or 12.1%, to $96.3 million.

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

Nashville, TN.  May 3, 2010 – Brookdale Senior Living Inc. (NYSE: BKD) (the “Company”) today reported financial and operating results for the first quarter of 2010.

Bill Sheriff, Brookdale’s CEO, said, “We are very pleased with our first quarter results, which were in line with our expectations.  We are starting to see some improving economic signs,  although still seeing the impact of the deep recession on our customers.  In fact, we ended April at our highest occupancy of the year.  Our sales inquiries during the first quarter increased over 9% from the prior year same period and, in our entry fee communities, increased 31% versus the first quarter of 2009.  The number of entry fee unit closings was up 40% versus the prior year period.  We also saw a decrease in the use of incentives for new residents during the first quarter compared to the fourth quarter.”

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Mark Ohlendorf, Co-President and CFO of Brookdale, commented, “During the first quarter, we continued to prove the strength of our platform by producing record CFFO of $54.4 million.  While our CFFO per share was modestly impacted by the June 2009 equity offering, we believe that it was a critical step to strengthen our financial position and position us to evaluate opportunities to proactively deploy capital.  We have continued to strengthen our financial position with improving cash flow and are working aggressively to refinance our 2011 debt maturities in the near-term.”

Financial Results

Total revenue for the first quarter was $544.4 million, an increase of $46.5 million, or 9.3%, from the first quarter of 2009.  Excluding the revenue from the 18 former Sunrise communities we acquired in the fourth quarter, revenue increased by 5.9%.  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, while occupancy was flat with the first quarter of 2009.

Average monthly revenue per unit was $4,386 in the first quarter, an increase of $171, or 4.1%, over the first quarter of 2009.  Average occupancy for all consolidated communities for the first quarter of 2010 was 86.6%, flat with the first quarter of 2009 and 0.1% lower than the fourth quarter of 2009.  Excluding expansions and acquisitions from the fourth quarter of 2009 and first quarter of 2010, average occupancy for the first quarter was 86.8%, compared to 87.0% for the fourth quarter of 2009.

Facility operating expenses for the first quarter were $355.3 million, an increase of $37.2 million, or 11.7%, from the first quarter of 2009.  The increase over the prior year’s quarter was primarily driven by the growth of ancillary services and expenses associated with expansions and acquisitions.  Operating contribution margin for the Company during the first quarter of 2010 was 34.6%.

General and administrative expenses for the first quarter were $32.0 million, down from $33.7 million in the first quarter of 2009.  Excluding non-cash compensation expense from both periods, general and administrative expenses were $27.1 million in the first quarter of 2010 versus $26.9 million for the prior year same period.  Demonstrating the Company’s efficient platform, this was 4.7% of revenue (including revenues under management) in the first quarter of 2010.

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 communities.

For the quarter ended March 31, 2010, Facility Operating Income was $182.0 million, an increase of $9.0 million from the first quarter of 2009, and Adjusted EBITDA was $96.3 million, a $10.4 million increase over the first quarter of 2009.

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Cash From Facility Operations was $54.4 million for the first quarter of 2010, or $0.46 per share, and CFFO was $50.2 million for the first quarter of 2009, or $0.49 per share.

Net loss for the first quarter of 2010 was $(14.3) million, or $(0.12) per diluted common share. The loss for the quarter includes non-cash items for depreciation and amortization, non-cash stock-based compensation expense and straight-line lease expense, net of deferred gain amortization.

Operating Activities

For the quarter ended March 31, 2010, same community revenues grew 2.4% over the same period in 2009 as revenue per unit increased by 2.4% and occupancy was flat.  Same community Facility Operating Income for the quarter decreased by 0.6% when compared to the first quarter of 2009 as expenses grew by 4.1%.

For the twelve months ended March 31, 2010, same community revenues grew 3.7% over the corresponding period ending in 2009 as revenue per unit increased by 4.1% and occupancy fell by 0.4%. Same community Facility Operating Income increased by 6.7% over the corresponding period ending in 2009.

By the end of the first quarter, the Company’s ancillary services programs provided therapy services to over 37,000 Brookdale units.  At the end of the quarter, the Company’s home health agencies were serving over 22,000 units across the total consolidated Brookdale portfolio, up from approximately 16,400 units served a year ago.  Therapy and home health services produced $244 of monthly Facility Operating Income per occupied unit in the first quarter across all units served, up from $171 per month a year ago, driven primarily by maturation of existing clinics and the acquisition of home health agencies.

Balance Sheet

Brookdale had $65.6 million of unrestricted cash and cash equivalents and $213.6 million of restricted cash on its balance sheet at the end of the first quarter.

The Company currently has no mortgage debt maturities before 2011 that do not contain contractual extension options other than periodic, scheduled principal payments.

During the quarter, the Company entered into a new revolving credit facility with a commitment of $100.0 million, with an option to increase the commitment to $120.0 million.  The new facility is scheduled to mature on June 30, 2013.  The revolving line of credit may be used to finance acquisitions and fund working capital and capital expenditures and for other general corporate purposes.  The new facility is secured by a first priority lien on certain of the Company’s communities.

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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 first quarter 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 Tuesday, May 4, 2010 to review the financial results of its first quarter ended March 31, 2010.  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 (877) 252-8576 (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 First 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 May 11, 2010 by dialing (800) 642-1687 (from within the U.S.) or (706) 645-9291 (from outside of the U.S.) and referencing access code “72053517.”  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 continuing care retirement centers, with 564 communities in 35 states and the ability to serve approximately 52,000 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 deb t 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

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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 increa se 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, 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; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housi ng 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 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 complete acqu isitions and integrate them 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

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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 expec tations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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Condensed Consolidated Statements of Operations

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

	Three Months Ended
	March 31,
	2010			2009
Revenue
Resident fees	$	543,029		$	496,229
Management fees		1,395			1,717
Total revenue		544,424			497,946
Expense
Facility operating expense (excluding depreciation and amortization of $52,033 and $45,693, respectively)		355,324			318,112
General and administrative expense (including non-cash stock-based compensation expense of $4,871 and $6,809, respectively)		31,952			33,707
Facility lease expense		68,249			67,741
Depreciation and amortization		73,061			68,133
Total operating expense		528,586			487,693
Income from operations		15,838			10,253
Interest income		627			820
Interest expense:
Debt		(33,280	)		(32,821	)
Amortization of deferred financing costs and debt discount		(2,596	)		(1,542	)
Change in fair value of derivatives and amortization		(2,640	)		(4,285	)
Loss on extinguishment of debt, net		(19	)		-
Equity in earnings of unconsolidated ventures		397			595
Other non-operating income		-			4,232
Loss before income taxes		(21,673	)		(22,748	)
Benefit for income taxes		7,378			9,112
Net loss	$	(14,295	)	$	(13,636	)
Basic and diluted loss per share	$	(0.12	)	$	(0.13	)
Weighted average shares used in
computing basic and diluted net loss per share		119,315			101,738

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Condensed Consolidated Balance Sheets

(in thousands)

	March 31, 2010		December 31, 2009
	(unaudited)
Cash and cash equivalents	$	65,613	$	66,370
Cash and escrow deposits - restricted		126,104		109,977
Accounts receivable, net		91,195		82,604
Other current assets		64,093		58,470
Total current assets		347,005		317,421
Property, plant, and equipment and
leasehold intangibles, net		3,816,127		3,857,774
Other assets, net		474,925		470,748
Total assets	$	4,638,057	$	4,645,943
Current liabilities	$	672,203	$	689,309
Long-term debt, less current portion		2,464,538		2,459,341
Other liabilities		423,778		410,711
Total liabilities		3,560,519		3,559,361
Stockholders’ equity		1,077,538		1,086,582
Total liabilities and stockholders’ equity	$	4,638,057	$	4,645,943

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Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Three Months Ended March 31,
	2010			2009
Cash Flows from Operating Activities
Net loss	$	(14,295	)	$	(13,636	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on extinguishment of debt		19			-
Depreciation and amortization		75,657			69,675
Loss (gain) on sale of assets		144			(4,455	)
Equity in earnings of unconsolidated ventures		(397	)		(595	)
Distributions from unconsolidated ventures from cumulative share of net earnings		-			11
Amortization of deferred gain		(1,086	)		(1,086	)
Amortization of entrance fees		(5,739	)		(5,110	)
Proceeds from deferred entrance fee revenue		9,550			4,872
Deferred income tax benefit		(8,200	)		(8,194	)
Change in deferred lease liability		3,136			4,248
Change in fair value of derivatives and amortization		2,640			4,285
Non-cash stock-based compensation		4,871			6,809
Changes in operating assets and liabilities:
Accounts receivable, net		(7,073	)		(3,118	)
Prepaid expenses and other assets, net		(4,429	)		(1,887	)
Accounts payable and accrued expenses		(11,825	)		4,966
Tenant refundable fees and security deposits		(1,298	)		(370	)
Deferred revenue		8,365			15,057
Other		(2,911	)		(2,715	)
Net cash provided by operating activities		47,129			68,757
Cash Flows from Investing Activities
Decrease in lease security deposits and lease acquisition deposits, net		801			1,480
Increase in cash and escrow deposits — restricted		(30,556	)		(57,897	)
Proceeds from sale of assets		1,487			-
Distributions received from unconsolidated ventures		47			525
Additions to property, plant, and equipment and leasehold intangibles,
net of related payables		(23,102	)		(33,491	)
Payment on (issuance of) notes receivable, net		512			(36	)
Investment in unconsolidated ventures		(848	)		(1,106	)
Proceeds from sale leaseback transaction		-			9,166
Proceeds from sale of unconsolidated venture		-			8,843
Other		(316	)		-
Net cash used in investing activities		(51,975	)		(72,516	)
Cash Flows from Financing Activities
Proceeds from debt		49,108			26,521
Repayment of debt and capital lease obligations		(58,923	)		(10,403	)
Proceeds from line of credit		45,000			60,446
Repayment of line of credit		(30,000	)		(64,899	)
Payment of financing costs, net of related payables		(2,776	)		(6,895	)
Other		(181	)		(279	)
Refundable entrance fees:
Proceeds from refundable entrance fees		8,442			3,638
Refunds of entrance fees		(5,762	)		(5,836	)
Cash portion of loss on extinguishment of debt		(179	)		-
Recouponing and payment of swap termination		(640	)		-
Net cash provided by financing activities		4,089			2,293
Net decrease in cash and cash equivalents		(757	)		(1,466	)
Cash and cash equivalents at beginning of period		66,370			53,973
Cash and cash equivalents at end of period	$	65,613		$	52,507

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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).

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 months ended March 31, 2010 and 2009 (in thousands):

	Three Months Ended March 31,
	2010			2009
Net loss	$	(14,295	)	$	(13,636	)
Benefit for income taxes		(7,378	)		(9,112	)
Other non-operating income		-			(4,232	)
Equity in earnings of unconsolidated ventures		(397	)		(595	)
Loss on extinguishment of debt		19			-
Interest expense:
Debt		25,634			25,727
Capitalized lease obligation		7,646			7,094
Amortization of deferred financing costs and debt discount		2,596			1,542
Change in fair value of derivatives and amortization		2,640			4,285
Interest income		(627	)		(820	)
Income from operations		15,838			10,253
Depreciation and amortization		73,061			68,133
Straight-line lease expense		3,136			4,248
Amortization of deferred gain		(1,086	)		(1,086	)
Amortization of entrance fees		(5,739	)		(5,110	)
Non-cash compensation expense		4,871			6,809
Entrance fee receipts(1)		17,992			8,510
First generation entrance fees received (2)		(5,971	)		-
Entrance fee disbursements		(5,762	)		(5,836	)
Adjusted EBITDA	$	96,340		$	85,921

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

(2) 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.  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), community purchases and/or major projects or renovations that are funded using financing proceeds and/or proceeds from the sale of communities 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 months ended March 31, 2010 and 2009 (in thousands):

	Three Months Ended March 31,
	2010			2009
Net cash provided by operating activities	$	47,129		$	68,757
Changes in operating assets and liabilities		19,171			(11,933	)
Refundable entrance fees received(1)		8,442			3,638
First generation entrance fees received (2)		(5,971	)		-
Entrance fee refunds disbursed		(5,762	)		(5,836	)
Recurring capital expenditures, net		(6,441	)		(2,655	)
Lease financing debt amortization with fair market value or no purchase options		(2,171	)		(1,780	)
Cash From Facility Operations	$	54,397		$	50,191

(1)   Total entrance fee receipts for the three months ended March 31, 2010 and 2009 were $18.0 million and $8.5 million, respectively, including $9.6 million and $4.9 million, respectively, of nonrefundable entrance fee receipts included in net cash provided by operating activities.

(2)   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.

The calculation of CFFO per share is based on weighted average outstanding common shares for the period, excluding any unvested restricted shares.  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 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.

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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 months ended March 31, 2010 and 2009 (in thousands):

	Three Months Ended March 31,
	2010			2009
Net loss	$	(14,295	)	$	(13,636	)
Benefit for income taxes		(7,378	)		(9,112	)
Other non-operating income		-			(4,232	)
Equity in earnings of unconsolidated ventures		(397	)		(595	)
Loss on extinguishment of debt		19			-
Interest expense:
Debt		25,634			25,727
Capitalized lease obligation		7,646			7,094
Amortization of deferred financing costs and debt discount		2,596			1,542
Change in fair value of derivatives and amortization		2,640			4,285
Interest income		(627	)		(820	)
Income from operations		15,838			10,253
Depreciation and amortization		73,061			68,133
Facility lease expense		68,249			67,741
General and administrative (including non-cash
stock compensation expense)		31,952			33,707
Amortization of entrance fees		(5,739	)		(5,110	)
Management fees		(1,395	)		(1,717	)
Facility Operating Income	$	181,966		$	173,007

Page 13 of 13

EX-99.2

Brookdale Senior Living Inc.

Corporate Overview - selected financial information

As of March 31, 2010

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 564 communities in 35 states and the ability to serve approximately 52,000 residents.

Stock Listing

Common Stock

NYSE: BKD

Community Information

Ownership Type	Number of Facilities	Number of Units	Percentage of Q1 2010 Revenues	Percentage of Q1 2010 Facility Operating Income
Owned	186	20,258	43.2%	41.6%
Leased	359	27,831	56.5%	57.7%
Managed	19	3,788	0.3%	0.7%
Total	564	51,877	100.0%	100.0%
Operating Type
Retirement Centers	80	14,832	24.1%	28.1%
Assisted Living	429	21,166	46.2%	47.0%
CCRCs	36	12,091	29.4%	24.2%
Managed	19	3,788	0.3%	0.7%
Total	564	51,877	100.0%	100.0%

CFFO Per Share ($)

($ except where indicated)	FY 2009					FY 2010
	Q1	Q2	Q3	Q4	Full Year(1)	Q1
Reported CFFO	$                   0.49	$                   0.50	$                   0.41	$                   0.39	$                   1.79	$                   0.46
Add:  integration and transaction-related costs	-	-	0.02	0.03	0.05	-
Adjusted CFFO	$                   0.49	$                   0.50	$                   0.43	$                   0.42	$                   1.84	$                   0.46
Weighted Average Shares	101,738	106,042	118,455	118,653		119,315
(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 first quarter earnings release for non-GAAP financial measure definitions and reconciliations.

Brookdale Senior Living Inc.

Operating Segment Information

As of March 31, 2010

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.

			FY 2009					FY 2010
			Q1	Q2	Q3	Q4	Full Year	Q1
		Retirement Centers
		Number of communities (period end)	77	77	77	80	80	80
		Total average units(1)	14,116	14,117	14,114	14,203	14,137	14,737
		Weighted average unit occupancy	87.4%	86.9%	87.3%	87.2%	87.2%	87.0%
		Average monthly revenue per unit(2)	$        3,331	$          3,366	$        3,361	$         3,373	$        3,358	$       3,419
		Assisted Living
		Number of communities (period end)	414	413	413	430	430	429
		Total average units(1)	20,084	20,073	20,062	20,600	20,205	21,152
		Weighted average unit occupancy	86.2%	86.0%	87.0%	87.9%	86.8%	87.6%
		Average monthly revenue per unit(2)	$        4,412	$          4,417	$        4,376	$         4,390	$        4,398	$       4,526
		CCRCs
		Number of communities (period end)	35	35	35	36	36	36
		Total average units(1)	10,632	10,675	10,816	11,162	10,821	11,287
		Weighted average unit occupancy	86.5%	85.7%	85.1%	83.7%	85.2%	84.0%
		Average monthly revenue per unit(2)	$        5,030	$          5,153	$        5,239	$         5,249	$        5,168	$       5,421
		Consolidated Totals
		Number of communities (period end)	526	525	525	546	546	545
		Total average units(1)	44,832	44,865	44,992	45,965	45,163	47,176
		Weighted average unit occupancy	86.6%	86.2%	86.7%	86.7%	86.6%	86.6%
		Average monthly revenue per unit(2)	$        4,215	$          4,258	$        4,259	$         4,275	$        4,252	$       4,386
		Management Services
		Number of communities (period end)	22	21	22	19	19	19
		Total average units(1)	4,348	4,309	4,432	3,788	3,788	3,788
		Weighted average occupancy	86.3%	84.6%	83.9%	84.4%	84.8%	83.4%
(1)	Total average units operated represent the average units operated during the period, excluding equity homes.
(2)	Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.

Brookdale Senior Living Inc.

Same Community, Capital Expenditure and ISC Information

As of March 31, 2010

Same Community Information
($ in 000s, except Avg. Mo. Revenue/unit)
	Three Months Ended March 31,
	2010	2009	% Change
Revenue	$                483,298	$                471,849	2.4%
Operating Expense	314,141	301,690	4.1%
Facility Operating Income	$                169,157	$                170,159	-0.6%
Facility Operating Margin	35.0%	36.1%	-1.1%
# Communities	513	513
Avg. Period Occupancy	89.2%	89.2%	0.0%
Avg. Mo. Revenue/unit	$                    4,034	$                    3,938	2.4%

Schedule of Capital Expenditures
($ in 000s)
	Three Months Ended March 31,
	2010	2009
Type
Recurring	$                    7,112	$                    3,326
Reimbursements	(671)	(671)
Net Recurring	6,441	2,655
Corporate (1)	2,361	883
EBITDA-enhancing (2)	6,461	3,339
Development (3)	7,168	25,943
Reimbursements (4)	(5,506)	-
Net Development	1,662	25,943
Net Total Capital Expenditures (5)	$                  16,925	$                  32,820

Information on Ancillary Services
	Three Months Ended March 31,
	2010	2009
Brookdale Units Served:
Therapy
Legacy ARC	12,313	12,452
Total	37,226	33,862
Home Health
Legacy ARC	8,649	8,500
Total	22,007	16,357
Avg. Mo. NOI/Occupied Unit
Legacy ARC	$                  311	$             247
Total	$                  244	$             171

(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

(5)  Approximately $7.4 million and $6.4 million of expense was recognized during the three months ended March 31, 2010 and 2009, respectively, for normal repairs and maintenance and capital spend under $1,500 per invoice, except for unit turnovers.

Brookdale Senior Living Inc.

Capital Structure - selected financial information

As of March 31, 2010

($ 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	$          126,385	2.11%	$                      -		$                   126,385	2.11%	$             15,591	8.34%	$         141,976
2011	253,719	7.57%	-		253,719	7.57%	23,634	8.35%	277,353
2012	883,484	3.44%	-		883,484	3.44%	25,949	8.36%	909,433
2013	646,436	4.67%	15,000	6.50%	661,436	4.72%	25,596	8.46%	687,032
2014	142,366	5.86%	-		142,366	5.86%	29,079	8.47%	171,445
Thereafter	215,486	4.12%	-		215,486	4.12%	226,941	8.93%	442,427
Total	$      2,267,877	4.40%	$            15,000	6.50%	$               2,282,877	4.41%	$         346,790	8.75%	$     2,629,667

	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	$              5,385	7.03%	$                        -		$                           5,385	7.03%	$              15,591	8.34%	$            20,976
2011	250,862	4.18%	-		250,862	4.18%	23,634	8.35%	274,496
2012	885,235	3.45%	-		885,235	3.45%	24,481	8.41%	909,716
2013	643,192	5.33%	15,000	6.50%	658,192	5.36%	25,596	8.46%	683,788
2014	2,366	7.00%	-		2,366	7.00%	29,079	8.47%	31,445
Thereafter	480,836	4.96%	-		480,836	4.96%	228,408	8.92%	709,245
Total	$      2,267,877	4.40%	$             15,000	6.50%	$                   2,282,877	4.41%	$         346,790	8.75%	$      2,629,667

Coverage Ratios

	Three months ended March 31, 2010
				Interest/Cash Lease
	Units	FOI	Adj. FOI **	Payments	Coverage
Owned Communities	20,258	78,613	59,753	25,634	2.3x
Leased Communities *	27,831	109,092	83,968	73,845	1.1x

*  The leased communities include the capital leases.

**  Adjusted for 5% management fee and capital expenditures @ $350/unit.

Debt Amortization

	Three months ended March 31,
	2010	2009
Scheduled Debt Amortization	$                                    1,719	$                                   819
Lease Financing Debt Amortization - FMV or no Purchase Option (4)	2,171	1,780
Lease Financing Debt Amortization - Bargain Purchase Option	2,781	2,804
Total Debt Amortization	$                                   6,671	$                               5,403

Line Availability

($000s)	Mar-09	Jun-09	Sep-09	Dec-09	Mar-10
Revolver Balance	$155,000	$          -	$            -	$           -	$15,000
Letters of Credit Outstanding (7)	20,759	23,562	23,657	17,347	-
Ending Line Balance	$175,759	$23,562	$23,657	$17,347	$15,000
Cash and cash equivalents	52,507	95,611	159,313	66,370	65,613
Total Line Capacity	220,000	75,000	75,000	75,000	91,910
Total Liquidity (Line Availability + Cash)	$96,748	$147,049	$210,656	$124,023	$142,523
Letters of credit outstanding on line (7)	$20,759	$23,562	$23,657	$17,347	$          -
Other letters of credit	48,475	48,475	48,475	48,770	66,874
Total letters of credit outstanding(7)	$69,234	$72,037	$72,132	$66,117	$66,874

Leverage Ratios

		Annualized
	Balance	Leverage
Mortgage Debt (1)	$2,267,877
Capital Leases	346,790
Total Property-Level Debt	$2,614,667	6.8x
Plus: Line of Credit (cash borrowings)	15,000
Less: Unrestricted Cash	(65,613)
Less: Cash held as collateral against existing debt	(60,510)
Total Debt	$2,503,544	6.5x
2010 YTD annualized Adjusted EBITDA	$385,360
Annualized Cash Lease Expense multiplied by 8	2,118,352
Total Adjusted Debt	$4,621,896	7.1x
2010 YTD annualized Adjusted EBITDAR	$650,154

Debt Structure

		weighted
	Balance	rate (2)
Fixed Rate Mortgage Debt	$1,039,458	6.04%
Variable Rate Mortgage Debt (1)	1,228,420	3.01%
Capital Leases	346,790	8.75%
Line of Credit (cash borrowings)	15,000	6.50%
Total Debt	$2,629,667
	Balance	% of total
Variable Rate debt with Interest Rate Swaps (5)	$351,840	28.6%
Variable Rate debt with Interest Rate Caps (1) (6)	811,365	66.0%
Variable Rate debt - Unhedged	65,215	5.3%
Total Variable Rate Mortgage Debt	$1,228,420	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) Bank of America Line of Credit was paid off 02/23/10; the retired Line provided $25 million Letter of Credit capacity.

Brookdale Senior Living Inc.

CFFO Reconciliation

As of March 31, 2010

($ in 000s)

CFFO Calculation

	Three Months Ended March 31,
	2010			2009
Net cash provided by operating activities (includes non-refundable entrance fees)	$	47,129		$	68,757
Less: Changes in operating assets and liabilities (eliminates cash flow effect)		19,171			(11,933	)
Add: Refundable entrance fees received		8,442			3,638
Less: Entrance fee refunds disbursed		(5,762	)		(5,836	)
Less: First generation entrance fees		(5,971	)		-
Less: Recurring capital expenditures, net		(6,441	)		(2,655	)
Less: Lease financing debt amortization with fair market value or no purchase options		(2,171	)		(1,780	)
Cash From Facility Operations	$	54,397		$	50,191

Revenue Reconciliation
	FY 2009					FY 2010
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue reconciliation excl. entrance fee amortization
Average monthly revenue per quarter	4,215	4,258	4,259	4,275	4,252	4,386
Average monthly units (excluding equity homes) available	44,849	44,884	44,966	45,977	45,142	47,179
Average occupancy for the quarter	86.6%	86.2%	86.7%	86.7%	86.6%	86.6%
Resident fee revenue	$      491,119	$      494,227	$           498,114	$         511,228	$     1,994,688	$      537,290
Add:  management fee revenue	1,717	1,298	1,987	1,717	6,719	1,395
Total revenues excluding entrance fee amortization	$      492,836	$      495,525	$           500,101	$         512,945	$     2,001,407	$      538,685

CFFO Reconciliation to the Income Statement
Resident fee revenue		$      497,946	$      500,757	$           505,843	$         518,522	$     2,023,068	$      544,424
Less:  Entrance fee amortization		(5,110)	(5,232)	(5,742)	(5,577)	(21,661)	(5,739)
	Adjusted revenues	492,836	495,525	500,101	512,945	2,001,407	538,685
Less:  Facility operating expenses		(318,112)	(316,586)	(328,939)	(340,683)	(1,304,320)	(355,324)
Add: Loss on sale of communites, net		-	-	-	2,043	2,043	-
Add: Change in future service obligation		-	-	-	(2,342)	(2,342)	-
		(318,112)	(316,586)	(328,939)	(340,982)	(1,304,619)	(355,324)
Less:  G&A excluding non-cash stock expense		(33,707)	(31,721)	(34,720)	(34,716)	(134,864)	(31,952)
Add:  G&A non-cash stock expense		6,809	6,871	7,869	5,386	26,935	4,871
	Net G&A	(26,898)	(24,850)	(26,851)	(29,330)	(107,929)	(27,081)
Less:  Facility lease expense		(67,741)	(68,434)	(68,036)	(67,885)	(272,096)	(68,249)
Add:  Straight-line lease expense		4,248	4,032	3,793	3,778	15,851	3,136
Less:  Amortization of deferred gain		(1,086)	(1,085)	(1,088)	(1,086)	(4,345)	(1,086)
	Net lease expense	(64,579)	(65,487)	(65,331)	(65,193)	(260,590)	(66,199)
Entrance fee receipts		8,510	9,816	11,305	13,571	43,202	12,021
Entrance fee disbursements		(5,836)	(6,357)	(4,649)	(6,074)	(22,916)	(5,762)
	Net entrance fees	2,674	3,459	6,656	7,497	20,286	6,259
Adjusted EBITDA		85,921	92,061	85,636	84,937	348,555	96,340
Less:  Recurring capital expenditures, net		(2,655)	(3,888)	(5,495)	(7,484)	(19,522)	(6,441)
Less:  Interest expense, net		(32,001)	(33,122)	(29,951)	(31,441)	(126,515)	(32,653)
Less:  Lease financing debt amortization with fair market value or no purchase options		(1,780)	(1,798)	(1,793)	(1,824)	(7,195)	(2,171)
Less:  Other		706	(733)	(202)	1,738	1,509	(678)
Reported CFFO		$         50,191	$         52,520	$             48,195	$           45,926	$        196,832	$         54,397
Add:  integration and transaction-related costs		-	-	2,200	3,554	5,754	-
Adjusted CFFO		$         50,191	$         52,520	$             50,395	$           49,480	$        202,586	$         54,397

CFFO Per Share ($)
($ except where indicated)	FY 2009					FY 2010
	Q1	Q2	Q3	Q4	Full Year(1)	Q1
Reported CFFO	$             0.49	$             0.50	$                  0.41	$                0.39	$               1.79	$             0.46
Add:  integration and transaction-related costs	-	-	0.02	0.03	0.05	-
Adjusted CFFO	$             0.49	$             0.50	$                  0.43	$                0.42	$               1.84	$             0.46
Shares used in calculation of CFFO (000's)	101,738	106,042	118,455	118,653		119,315

(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 March 31, 2010

	Q1 09	Q2 09	Q3 09	Q4 09	Q1 10
Ending # EF Vacant Units	475	474	536	548	547
# Closings	48	62	70	80	67
# of Refunds	67	86	67	84	77

Cash Basis ($000's)
Resale Receipts:
Proceeds from non-refundable entrance fees (1)(2)	4,872	5,718	8,429	8,648	6,883
Proceeds from refundable entrance fees (2)(3)	3,638	4,098	2,876	4,923	5,138
Total Cash Proceeds	8,510	9,816	11,305	13,571	12,021
Refunds of entrance fees (4)	(5,836)	(6,357)	(4,649)	(6,074)	(5,762)
Net Resale Cash Flow	2,674	3,459	6,656	7,497	6,259
Average Resale $ (excluding My Choice proceeds)	165,042	158,065	159,786	165,138	177,448
Average Refund $ (excluding My Choice refunds)	(87,104)	(68,930)	(68,851)	(66,881)	(71,039)

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)	92,990
Refund Attachments	(9,873)
Net Cash Value	83,117

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 09	Q2 09	Q3 09	Q4 09	Q1 10
Amortization of entrance fees (incl. gains on terminations) (5)	(5,110)	(5,232)	(5,692)	(5,361)	(5,426)
(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 March 31, 2010

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 09	Q2 09	Q3 09	Q4 09	Q1 10
Original ARC
Occupancy	88%	87%	86%	86%	86%
Ending # EF Vacant Units	271	259	328	348	353
# EF Closings	29	33	37	61	45
# of EF Refunds	41	70	38	60	60
EF Resale Receipts	5,344	5,579	6,051	11,051	8,172
EF Refunds Paid	(3,855)	(5,190)	(2,838)	(4,265)	(4,813)
Net Resale Cash Flow	1,489	389	3,213	6,786	3,359
Average EF Resale $ (excluding My Choice proceeds)	$            166	$            169	$            164	$            177	$            179
Average EF Refund $ (excluding My Choice refunds)	$            (94)	$            (71)	$            (74)	$            (63)	$            (75)

Total NBA Communities
Occupancy	76%	76%	77%	76%	77%
Ending # EF Vacant Units	204	215	208	200	194
# EF Closings	19	29	33	19	22
# of EF Refunds (1)	26	16	29	24	17
EF Resale Receipts	3,166	4,237	5,254	2,520	3,849
EF Refunds Paid (1)	(1,981)	(1,167)	(1,811)	(1,809)	(949)
Net Resale Cash Flow	1,185	3,070	3,443	711	2,900
Average EF Resale $ (excluding My Choice proceeds)	$            163	$            146	$            156	$            126	$            175
Average EF Refund $ (excluding My Choice refunds)	$            (76)	$            (61)	$            (62)	$            (75)	$            (56)

Total Consolidated EF Communities (2)
Occupancy	85%	84%	84%	83%	84%
Ending # EF Vacant Units	475	474	536	548	547
# EF Closings	48	62	70	80	67
# of EF Refunds	67	86	67	84	77
EF Resale Receipts	8,510	9,816	11,305	13,571	12,021
EF Refunds Paid	(5,836)	(6,357)	(4,649)	(6,074)	(5,762)
Net Resale Cash Flow	2,674	3,459	6,656	7,497	6,259
Average EF Resale $ (excluding My Choice proceeds)	$            165	$            158	$            160	$            165	$            177
Average EF Refund $ (excluding My Choice refunds)	$            (87)	$            (69)	$            (69)	$            (67)	$            (71)
(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 March 31, 2010

($ in 000s)

Cash Flow Statements
	Q1 2009	Q2 2009	Q3 2009	Q4 2009	YTD 2009	Q1 2010
Cash Flows from Operating Activities
Net loss	$                (13,636)	$                (10,530)	$                (21,290)	$               (20,799)	$               (66,255)	$                (14,295)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash portion of loss on extinguishment of debt	-	1,740	1,178	(1,626)	1,292	19
Depreciation and amortization	69,675	70,652	69,150	71,963	281,440	75,657
Goodwill and asset impairment	-	-	-	10,073	10,073	-
(Gain) loss on sale of assets	(4,455)	103	-	2,111	(2,241)	144
Equity in (earnings) loss of unconsolidated ventures	(595)	(581)	(42)	778	(440)	(397)
Distributions from unconsolidated ventures from cumulative share of net earnings	11	-	444	(50)	405	-
Amortization of deferred gain	(1,086)	(1,085)	(1,088)	(1,086)	(4,345)	(1,086)
Amortization of entrance fees	(5,110)	(5,232)	(5,742)	(5,577)	(21,661)	(5,739)
Proceeds from deferred entrance fee revenue	4,872	5,718	12,635	15,264	38,489	9,550
Deferred income tax benefit	(8,194)	(3,323)	(7,923)	(12,244)	(31,684)	(8,200)
Change in deferred lease liability	4,248	4,032	3,793	3,778	15,851	3,136
Change in fair value of derivatives and amortization	4,285	(7,900)	2,478	(2,628)	(3,765)	2,640
Change in future service obligation	-	-	-	(2,342)	(2,342)	-
Non-cash stock-based compensation	6,809	6,871	7,869	5,386	26,935	4,871
Changes in operating assets and liabilities:
Accounts receivable, net	(3,118)	79	14,273	550	11,784	(7,073)
Prepaid expenses and other assets, net	(4,602)	(4,623)	(11,859)	(7,342)	(28,426)	(7,340)
Accounts payable and accrued expenses	4,966	6,847	17,744	(8,270)	21,287	(11,825)
Tenant refundable fees and security deposits	(370)	(11,706)	(2,221)	(2,473)	(16,770)	(1,298)
Deferred revenue	15,057	(6,747)	(6,499)	5,782	7,593	8,365
Net cash provided by operating activities	68,757	44,315	72,900	51,248	237,220	47,129
Cash Flows from Investing Activities
Decrease in lease security deposits and lease acquisition deposits, net	1,480	-	591	370	2,441	801
Increase in cash and escrow deposits — restricted	(57,897)	4,030	(827)	(9,846)	(64,540)	(30,556)
Net proceeds from sale of assets	-	210	-	14,731	14,941	1,487
Distributions received from unconsolidated ventures	525	265	179	92	1,061	47
Additions to property, plant, and equipment and leasehold intangibles, net of related payables	(33,491)	(29,443)	(24,573)	(29,946)	(117,453)	(23,102)
Acquisition of assets, net of related payables and cash received	-	(190)	(1,037)	(202,910)	(204,137)	-
Payment on (issuance of) notes receivable, net	(36)	(759)	205	82	(508)	512
Investment in unconsolidated ventures	(1,106)	-	(140)	-	(1,246)	(848)
Proceeds from sale leaseback transaction	9,166	-	-	-	9,166	-
Proceeds from sale of unconsolidated venture	8,843	(12)	-	12	8,843	-
Other	-	-	-	-	-	(316)
Net cash (used in) provided by investing activities	(72,516)	(25,899)	(25,602)	(227,415)	(351,432)	(51,975)
Cash Flows from Financing Activities
Proceeds from debt	26,521	23,998	17,467	89,053	157,039	49,108
Repayment of debt and capital lease obligations	(10,403)	(5,330)	(5,461)	(11,393)	(32,587)	(58,923)
Proceeds from line of credit	60,446	-	-	-	60,446	45,000
Repayment of line of credit	(64,899)	(155,000)	-	-	(219,899)	(30,000)
Payment of financing costs, net of related payables	(6,895)	(432)	69	(1,442)	(8,700)	(2,776)
Proceeds from public equity offering, net	-	163,908	(81)	(56)	163,771	-
Cash portion of loss on extinguishment of debt	-	-	-	-	-	(179)
Other	(279)	(197)	(237)	(218)	(931)	(181)
Refundable entrance fees:
Proceeds from refundable entrance fees	3,638	4,098	9,296	13,354	30,386	8,442
Refunds of entrance fees	(5,836)	(6,357)	(4,649)	(6,074)	(22,916)	(5,762)
Recouponing and payment of swap termination	-	-	-	-	-	(640)
Net cash provided by (used in) financing activities	2,293	24,688	16,404	83,224	126,609	4,089
Net increase (decrease) in cash and cash equivalents	(1,466)	43,104	63,702	(92,943)	12,397	(757)
Cash and cash equivalents at beginning of period	53,973	52,507	95,611	159,313	53,973	66,370
Cash and cash equivalents at end of period	$                 52,507	$                   95,611	$                 159,313	$                 66,370	$                 66,370	$                  65,613