Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-32641

BROOKDALE SENIOR LIVING INC.

(Exact name of registrant as specified in its charter)


Delaware 20-3068069
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)

330 North Wabash Avenue,
Suite 1400, Chicago,
Illinois 60611

(Address of principal executive offices)

Telephone: (312) 977-3700

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]        No [ ]

Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [ ]        No [X]

As of August 9, 2006, 100,995,340 shares of the Registrant’s common stock, $0.01 par value, were outstanding.




    PAGE
PART I.    FINANCIAL INFORMATION  
Item 1. Financial Statements  
  Consolidated Balance Sheets as of June 30, 2006 (unaudited) and December 31, 2005 2
  Consolidated and Combined Statements of Operations for the Company for the three and six months ended June 30, 2006 (unaudited) and 2005 (unaudited) 3
  Consolidated and Combined Statements of Cash Flows for the Company for the six months ended June 30, 2006 (unaudited) and 2005 (unaudited) 4
  Notes to Consolidated and Combined Financial Statements 6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk 53
Item 4. Controls and Procedures 53
PART II.    OTHER INFORMATION  
Item 1. Legal Proceedings 54
Item 1A. Risk Factors 55
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 55
Item 3. Defaults Upon Senior Securities 55
Item 4. Submission of Matters to a Vote of Security Holders 55
Item 5. Other Information 56
Item 6. Exhibits 57
Signatures 59

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Table of Contents

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

BROOKDALE SENIOR LIVING INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except stock amounts)


  June 30,
2006		 December 31,     
2005
  (Unaudited)  
Assets  
 
Current assets:  
 
Cash and cash equivalents $ 30,398
$ 77,682
Cash and investments – restricted 40,054
37,314
Accounts receivable, net 22,044
10,623
Prepaid expenses and other, net 27,181
20,258
Total current assets 119,677
145,877
Property, plant and equipment 2,244,842
1,479,587
Accumulated depreciation (136,083
)
 (70,855
)
Property, plant and equipment, net 2,108,759
1,408,732
Cash and investments – restricted 9,428
24,099
Goodwill 65,646
65,646
Lease security deposits 20,005
25,271
Other, net 57,671
28,186
Total assets $ 2,381,186
$ 1,697,811
Liabilities and Stockholders’ Equity  
 
Current liabilities:  
 
Current portion of debt $ 15,875
$ 132
Line of credit 195,000
—
Trade accounts payable 7,206
9,253
Accrued expenses 106,256
85,392
Refundable entrance fees 32,421
30,693
Tenant refundable fees and security deposits 18,344
16,333
Deferred revenue 11,159
13,093
Dividends payable 23,167
16,547
Total current liabilities 409,428
171,443
Long-term debt, less current portion 1,231,208
754,169
Deferred gains 58,508
60,681
Deferred lease liability 29,732
19,234
Deferred tax liability 58,603
41,689
Other 20,571
20,156
Total liabilities 1,808,050
1,067,372
Minority interests 12,500
36
Commitments and contingencies  
 
Stockholders’ Equity:  
 
Preferred stock, $.01 par value, 50,000,000 shares authorized at June 30, 2006 and December 31, 2005; no shares issued and outstanding, respectively —
—
Common stock, $.01 par value, 200,000,000 shares authorized at June 30, 2006 and December 31, 2005, respectively; 65,006,833 shares issued and outstanding, respectively 650
650
Additional paid-in-capital 651,389
690,950
Accumulated deficit (102,211
)
 (62,626
)
Accumulated other comprehensive income 10,808
1,429
Total stockholders’ equity 560,636
630,403
Total liabilities and stockholders’ equity $ 2,381,186
$ 1,697,811

See accompanying notes to consolidated and combined financial statements.

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BROOKDALE SENIOR LIVING INC.
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(Unaudited, in thousands)


  Three Months Ended June 30, Six Months Ended June 30,
  2006 2005 2006 2005
Revenue  
 
 
 
Resident fees $ 267,842
$ 192,350
$ 488,878
$ 366,462
Management fees 585
945
1,732
1,816
Total revenue 268,427
193,295
490,610
368,278
Expenses  
 
 
 
Facility operating (excluding depreciation and
amortization of $30,042, $8,201, $51,452 and $12,471, respectively)		 161,281
122,866
298,226
233,215
General and administrative (including non-cash stock compensation expense of $3,755 and $6,773, respectively, for 2006) 23,125
11,323
44,210
22,981
Facility lease expense 46,623
47,091
92,357
93,593
Depreciation and amortization 30,947
9,072
53,246
14,245
Total operating expenses 261,976
190,352
488,039
364,034
Income from operations 6,451
2,943
2,571
4,244
Interest income 625
680
1,677
1,376
Interest expense:  
 
 
 
Debt (25,544
)
 (11,188
)
 (39,234
)
 (20,313
)
Amortization of deferred financing costs (1,335
)
 (1,136
)
 (2,038
)
 (1,559
)
Amortization and change in fair value of derivatives 519
85
418
4,147
Loss on extinguishment of debt —
—
(1,334
)
 (453
)
Equity in loss of unconsolidated ventures (469
)
 (258
)
 (637
)
 (445
)
Loss before income taxes (19,753
)
 (8,874
)
 (38,577
)
 (13,003
)
Provision for income taxes (273
)
 (19
)
 (659
)
 (185
)
Loss before minority interest (20,026
)
 (8,893
)
 (39,236
)
 (13,188
)
Minority interest (233
)
 2,939
(349
)
 5,471
Loss before discontinued operations (20,259
)
 (5,954
)
 (39,585
)
 (7,717
)
Income on discontinued operations, net —
112
—
77
Net loss $ (20,259
)
 $ (5,842
)
 $ (39,585
)
 $ (7,640
)
Basic and diluted loss per share $ (0.31
)
   $ (0.61
)
  
Weighted average shares used in
computing basic and diluted loss per share		 65,007
  65,007
 

See accompanying notes to consolidated and combined financial statements.

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BROOKDALE SENIOR LIVING INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)


  Six Months Ended June 30,
  2006 2005
Cash Flows from Operating Activities  
 
Net loss $ (39,585
)
 $ (7,640
)
Adjustments to reconcile net loss to net cash provided by operating activities:  
 
Loss on extinguishment of debt 1,334
453
Depreciation and amortization 55,284
15,803
Minority interest 349
(5,471
)
Equity in loss of unconsolidated ventures 637
445
Loss on discontinued operations —
(77
)
Amortization of deferred gain (2,173
)
 (4,585
)
Amortization of entrance fees (145
)
 (3
)
Proceeds from deferred entrance fee revenue 613
273
Deferred income taxes provision —
185
Change in deferred lease liability 10,498
11,975
Amortization and change in fair value of derivatives (418
)
 (4,147
)
Compensation expenses related to restricted stock grants 6,773
—
Changes in operating assets and liabilities:  
 
Accounts receivable, net (10,715
)
 338
Prepaid expenses and other assets, net 7,376
1,444
Accounts payable and accrued expenses (3,596
)
 2,113
Tenant refundable fees and security deposits 2,182
1,157
Other (5,175
)
 (702
)
Net cash provided by operating activities 23,239
11,561
Cash Flows from Investing Activities  
 
Decrease (increase) in lease security deposits, net $ 5,266
$ (180
)
Decrease (increase) in cash and investments – restricted 14,854
(4,576
)
Net proceeds from sale of property, plant and equipment —
544
Additions to property, plant and equipment, net of related payables (14,957
)
 (10,258
)
Acquisition of assets, net of related payables (531,895
)
 (444,030
)
Net cash used in investing activities (526,732
)
 (458,500
)
Cash Flows from Financing Activities  
 
Proceeds from debt $ 321,170
$ 449,156
Proceeds from line of credit 195,000
—
Repayment of debt (11,356
)
 (181,359
)
Payment of dividends (39,714
)
 (20,000
)
Payment of financing costs, net of related payables (10,636
)
 (2,909
)
Refundable entrance fees:  
 
Proceeds from refundable entrance fees 2,756
986
Refunds of entrance fees (1,011
)
 (257
)
Payment of swap termination —
(14,065
)
Capital contributions from controlling shareholder —
188,395
Net cash provided by financing activities 456,209
419,947
Net decrease in cash and cash equivalents (47,284
)
 (26,992
)
Cash and cash equivalents at beginning of period 77,682
86,858
Cash and cash equivalents at end of period $ 30,398
$ 59,866

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BROOKDALE SENIOR LIVING INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS – (Continued)
(Unaudited, in thousands)


  Six Months Ended June 30,
  2006 2005
Supplemental Disclosure of Cash Flow Information:  
 
Interest paid $ 21,671
$ 19,736
Income taxes paid $ 335
$ 370
Write-off of fully amortized intangible asset $ —
$ 4,404
Write-off of deferred costs $ —
$ 453
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:  
 
Consolidation of limited partnerships pursuant to EITF 04-5 on January 1, 2006:  
 
Property, plant and equipment, net $ 31,645
$ —
Accounts receivable, prepaid expenses and other 1,409
—
Cash and investments – restricted 1,205
—
Accounts payable and accrued expenses (2,250
)
 —
Tenant refundable fees and security deposits (171
)
 —
Debt (19,723
)
 —
Minority interest (12,115
)
 —
Net $ —
$ —
Acquisitions  
 
Cash and investments – restricted $ 1,719
$ —
Property, plant and equipment 706,647
—
Capital lease obligations assumed (163,245
)
 —
Deferred tax liability (9,812
)
 —
Other, net (3,414
)
 —
Net cash paid $ 531,895
$ —

See accompanying notes to consolidated and combined financial statements.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

1.    Organization

Brookdale Senior Living Inc. (‘‘BSL’’) was formed as a Delaware corporation on June 28, 2005. Under the Certificate of Incorporation, the Company was initially authorized to issue up to 5,000 common shares and 5,000 preferred shares. On September 30, 2005, our Certification of Incorporation was amended and restated to authorize up to 200,000 common shares and 50,000 preferred shares. We provide services to the elderly through facilities located in urban and suburban areas of major markets in the United States.

On September 30, 2005, the holders of all equity shares or membership interests in Brookdale Living Communities, Inc. (‘‘BLC’’), Alterra Healthcare Corporation (‘‘Alterra’’), FIT REN LLC (‘‘FIT REN’’) and Fortress CCRC Acquisition LLC (‘‘Fortress CCRC’’) contributed their ownership interests to BSL for common shares of BSL. Simultaneously with the formation transaction, Fortress Investment Trust II (‘‘FIT II’’) contributed its membership interest in FIT REN to FEBC, as defined below, in exchange for common shares of BSL. A summary of the common shares issued by BSL for the respective interests is as follows:


BLC  
20,000
Alterra 18,000
 
FIT REN 11,750
29,750
Fortress CCRC  
8,250
   
58,000

On November 22, 2005, we consummated our initial public offering of 12,732,800 shares of common stock, par value $0.01 per share, consisting of 8,560,800 primary shares (including 1,660,800 shares pursuant to the option granted by us to the underwriters to purchase up to an additional 1,660,800 shares of common stock to cover over-allotments) and 4,172,000 shares sold by the selling stockholders. We did not receive any proceeds from the shares sold by the selling stockholders. We received net proceeds of approximately $144.8 million, after deducting an aggregate of $16.9 million in underwriting discounts and commissions paid to the underwriters and an estimated $6.4 million in other direct expenses incurred in connection with the offering.

Prior to the merger transaction described above, Fortress Investment Group LLC (‘‘FIG’’ or ‘‘Fortress’’) controlled BLC, Alterra, FIT REN and Fortress CCRC through its ability to exercise voting, financial and investment control over each of the entities through contractual control relationships with and investment advisory agreements over the various entities that own the majority of BLC, Alterra, FIT REN and Fortress CCRC.

Ownership interests in BLC and Alterra representing all interests in the formation transaction not controlled by FIG (‘‘Non-FIG Shareholders’’), which owned approximately 10.1 million and 4.8 million shares of BLC and Alterra, respectively, collectively 14.9 million of the above shares of common stock representing 50.5% and 26.7% of BLC and Alterra were adjusted for financial reporting purposes to the fair value as if their ownership interests in BLC and Alterra were purchased by BSL as of September 30, 2005. This results in partial step-up to the fair value in the assets, liabilities and equity of BSL.

The combined 2005 financial statements for the three and six months ended June 30, 2005 include the accounts of BLC, a wholly-owned subsidiary of Fortress Brookdale Acquisition LLC (‘‘FBA’’) and Alterra, a wholly-owned subsidiary of FEBC ALT Investors LLC (‘‘FEBC’’) and FIT REN and Fortress CCRC. FIT REN and Fortress CCRC were contributed in the three months ended June 30, 2005. All entities were indirectly controlled by affiliates of FIG and as such are presented on a combined basis due to their common control.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

These combined statements are presented on a combined basis due to that fact that FIG controlled each of BLC and Alterra through its voting, financial and investment control over Fortress Registered Investment Trust (‘‘FRIT’’) and FIT II. FIG exercises control over FRIT and FIT II through contractual control relationships with, and investment advisory control over, each of FRIT and FIT II. FRIT and FIT II are wholly-owned subsidiaries of Fortress Investment Fund (‘‘FIF’’) and Fortress Investment Fund II (‘‘FIF II’’), respectively. As FIG controlled more than 50 percent of the voting ownership interest of BLC and Alterra, pursuant to EITF Opinion No. 02-5, Definition of ‘‘Common Control’’ in relation to FASB Statement No. 141, the Company is presenting 2005 combined financial statements.

2.    Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated and combined financial statements include all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the three and six month periods ended June 30, 2006 and 2005 pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the consolidated and combined financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the period ended December 31, 2005. Operating results are not necessarily indicative of results that may be expected for the entire year ended December 31, 2006.

Principles of Consolidation

In December 2003, the Financial Accounting Standards Board (‘‘FASB’’) issued a revised Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (‘‘FIN 46R’’). This Interpretation addresses the consolidation by business enterprises of primary beneficiaries in variable interest entities (‘‘VIE’’) as defined in the Interpretation. A company that holds variable interests in an entity will need to consolidate the entity if its interest in the VIE is such that it will absorb a majority of the VIE's losses and/or receive a majority of expected residual returns, if they occur.

As of June 30, 2006, we have one facility that is considered a VIE and consolidated pursuant to FIN 46R.

On March 1, 2005 and December 30, 2005, we obtained legal title to four VIEs (The Meadows of Glen Ellyn, The Heritage of Raleigh, Trillium Place and The Hallmark of Creve Coeur facilities) and one VIE (the Hallmark of Battery Park City), respectively. The five VIEs were previously consolidated pursuant to FIN 46R and accordingly the legal acquisition of the facilities had minimal accounting impact.

The 2005 financial statements are presented on a combined basis, in accordance with U.S. generally accepted accounting principles. For financial reporting purposes the non-controlling shareholders or members (ownership interests other than those controlled by FIG) have been presented as minority interest. Upon consummation of the formation transaction, the minority interests were consolidated as shareholders of BSL and their interest reflected at fair value in accordance with SFAS No. 141, ‘‘Business Combinations’’.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

All significant intercompany balances and transactions have been eliminated.

Investment in Unconsolidated Ventures

The equity method of accounting has been applied in the accompanying financial statements with respect to our investment in unconsolidated ventures that are not considered VIEs as we do not possess a controlling financial interest.

New Accounting Pronouncements

In June 2005, the FASB issued EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (EITF 04-5’’). EITF 04-5 provides guidance in determining whether a general partner controls a limited partnership that is not a VIE and thus should consolidate the limited partnership. The effective date is June 29, 2005 for all new limited partnerships and existing limited partnerships for which the partnership agreements are modified and no later than the beginning of the first reporting period in fiscal years beginning after December 15, 2005 for all other limited partnerships. We adopted EITF 04-05 effective January 1, 2006, and as a result, consolidated the operations of three limited partnerships controlled by us. A summary of the impact on the financial position of the Company as of January 1, 2006 is presented in the Supplemental Schedule Non-cash Operating, Investing and Financing Activities.

Use of Estimates

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported and disclosures of contingent assets and liabilities in the consolidated balance sheet and accompanying notes. Actual results could differ from those estimates and assumptions.

Revenue Recognition

Resident Fee Revenue

Resident fee revenue is recorded when services are rendered and consists of fees for basic housing, support services and fees associated with additional services such as personalized health and assisted living care. Residency agreements are generally for a term of 30 days to one year.

Entrance Fees

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 is generally refundable upon the sale of the unit, or in certain agreements upon the resale of a comparable unit or 12 months after the resident vacates the unit. All refundable amounts due to residents are classified as current liabilities.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)


  Refundable
Current
Liabilities		 Nonrefundable
(Deferred
Revenue)		 Total
Balance at December 31, 2005 $ 30,693
$ 1,156
$ 31,849
Additions 1,621
448
2,069
Amortization (5
)
 (78
)
 (83
)
Refunds (703
)
 —
(703
)
Balance at March 31, 2006 31,606
1,526
33,132
Additions 1,135
165
1,300
Amortization (12
)
 (50
)
 (62
)
Refunds (308
)
 —
(308
)
Balance at June 30, 2006 $ 32,421
$ 1,641
$ 34,062

Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes guidelines for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income includes net income and all other non-owner changes in shareholders' equity during a period including unrealized gains and losses on equity securities classified as available-for-sale and unrealized fair value adjustments on certain derivative instruments net of any related income tax effect. Comprehensive loss, net of tax, for the three and six months ended June 30, 2006 and 2005 was $14.6 million and $25.9 million and $14.2 million and $16.3 million, respectively.

Earnings Per Share

The company computes earnings per share in accordance with SFAS No. 128, ‘‘Earnings Per Share’’. SFAS No. 128 requires companies to compute net income per share under two different methods, basic and diluted, and present per share data for all periods in which a statement of operations is presented. Basic earnings per share is computed by dividing net income/(net loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net income by the weighted average number of common stock and common stock equivalents outstanding. Common stock equivalents consist of restricted stock grants applying the treasury stock method. Restricted stock grants are excluded from the computation of diluted earnings per share as their effect is anti-dilutive. The weighted average common stock grants excluded from the calculations of diluted net loss per share were 2.1 million and 2.1 million for the three and six months ended June 30, 2006.

The following table provides a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share for Brookdale Senior Living Inc. for the three and six months ended June 30, 2006:

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)


  Three Months
Ended
June 30,
2006		 Six Months
Ended
June 30,
2006
Numerator:  
 
Net loss $ (20,259
)
 $ (39,585
)
Denominator:  
 
Basic and diluted loss per share:  
 
Weighted average common shares outstanding 65,007
65,007
Basic and diluted loss per share $ (0.31
)
 $ (0.61
)

We have excluded the earnings (loss) per share data for the three and six months ended June 30, 2005. We believe these calculations are not meaningful to investors due to the different ownership and legal structures (e.g., corporation and limited liability companies) of the various entities prior to the combination transaction on September 30, 2005.

Restructuring Charges

In connection with the formation, certain home office functions were combined and we incurred costs of $1.3 million. For the three and six months ended June 30, 2006, $0.5 million and $1.3 million was expensed and included in general and administrative expense in the consolidated financial statements.

Facility Leases

A summary of facility lease expense and the impact of straight-line expense and amortization of deferred gain for the three and six months ended June 30 are as follows:


  Three Months Ended June 30, Six Months Ended June 30,
  2006 2005 2006 2005
   
 
 
 
Cash basis payment $ 42,470
$ 43,499
$ 84,032
$ 86,203
Straight-line expense 5,239
5,881
10,498
11,975
Amortization of deferred gain (1,086
)
 (2,289
)
 (2,173
)
 (4,585
)
Facility lease expense $ 46,623
$ 47,091
$ 92,357
$ 93,593

Income Taxes

During the three and six months ended June 30, 2006, we incurred a taxable loss which generated additional net operating losses. In accordance with SFAS No. 109, Accounting for Income Taxes, we established a valuation allowance equal to the net operating loss carryforward due to the uncertainty of future realization. The current provision reflects the Company's estimated state tax liability.

Dividends

On June 15, 2006, our board of directors declared a quarterly cash dividend of $0.35 per share of our common stock, or an aggregate of $23.2 million, for the quarter ended June 30, 2006. The $0.35 per share dividend was paid on July 17, 2006, to holders of record of our common stock on June 30, 2006.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on our consolidated financial position or results of operations.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

3.    Debt

Line of Credit Agreement

On February 10, 2006, we entered into a $330.0 million credit agreement, consisting of a $250.0 million term loan available for acquisitions, $20.0 million revolving loan, and a $60.0 million letters of credit commitment. Concurrent with the new credit agreement we terminated our existing line of credit. The credit agreement bears interest at either prime plus 0.50% or LIBOR plus 1.50%, at our election, and matures on February 10, 2007, subject to extension at our option for six months. In connection with the revolving loan we paid a commitment fee of 0.50% and are subject to a non-use fee on the term loan of 0.125% of the average daily amount of undrawn funds so long as we draw less than $150.0 million, 0.25% if we draw $150.0 million or more.

As of June 30, 2006, $195.0 million was drawn on the term loan to fund a portion of the purchase price for several of our acquisitions (see notes 6 and 8) and $59.4 of letters of credit have been issued.

Long-term Debt, Capital Leases and Financing Obligations

Long-term debt, capital leases and financing obligations consist of the following:


  June 30,
2006		 December 31,
2005
Mortgage notes payable due 2008 through 2013 weighted average interest at rates of 6.50% (weighted average interest rate 5.55% in 2005) $ 382,901
$ 70,422
Mortgages payable, due from 2006 through 2037; weighted average interest rate of 9.12% (weighted average interest rate of 9.12% in 2005) 74,582
74,704
$150,000 Series A and $32,000 Series B (repaid in November 2005 using a portion of the proceeds from our initial public offering) notes payable, secured by five facilities, bearing interest at LIBOR plus 3.05%, payable in monthly installments of interest only, and 50% guaranteed by BLC (see Note 8) 150,000
150,000
Mortgages payable due 2012, weighted average interest rate of 5.38%, payable interest only through June 2010 and payable in monthly installments of principal and interest through maturity in June 2012 171,000
171,000
Mortgages payable due 2010, bearing interest of LIBOR plus 2.25% effective May 1, 2006 (3.0% prior to that date), payable in monthly installments of interest only until April 2009 and payable in monthly installments of principal and interest through maturity in April 2010 105,756
105,756
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae, due 2032 secured by the Chambrel Portfolio, payable interest only until maturity 100,841
100,841
Capital and financing lease obligation payable through 2020; weighted average interest rate of 9.3% (weighted average interest rate of 11.48% in 2005) 229,431
66,284
Mezzanine loan payable to Brookdale Senior Housing, LLC joint venture with respect to The Heritage at Gaines Ranch facility, payable to the extent of all available cash flow (as defined) 12,739
12,739
Serial and term revenue bonds repaid January 2006 —
2,555
Mortgage notes payables due 2006-2010, weighted average interest rates of 7.9%, secured by the limited partnerships consolidated pursuant to
EITF 04-5 ($10,322 payable currently)		 19,833
—
Total debt 1,247,083
754,301
Less current portion 15,875
132
Total long-term debt $ 1,231,208
$ 754,169

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

The aggregated maturities of long-term debt obligations as of June 30, 2006 are as follows:


  Amount
2007 $ 15,875
2008 78,160
2009 269,075
2010 132,923
2011 78,854
Thereafter 672,196
  $ 1,247,083

In February and June 2006, we entered into five-year forward interest rate swaps in the aggregate notional amounts of $283.5 million and $160.0 million, respectively, whereby we pay an average fixed rate of 5.10% and receive 30-day LIBOR from the counterparty. The $160.0 million interest rate swap was designated to hedge a future financing of which $75.0 million occurred. The balance of the financing of $85.0 was not probable at June 30, 2006, accordingly, the $85.0 million balance of the $160.0 million swap was marked-to-market at June 30, 2006 through earnings.

The following table summarizes our swap instruments at June 30, 2006:


Current notional balance $812,400
Highest possible notional $812,400
Lowest interest rate 3.615%
Highest interest rate 5.344%
Average fixed rate 4.75%
Earliest maturity date 2008
Latest maturity date 2012
Weighted average maturity 5.2 years
Estimated asset fair value (included in other assets at June 30, 2006) $21,190

4.    Litigation

In connection with the sale of certain facilities to Ventas Realty Limited Partnership (‘‘Ventas’’) in 2004, two legal actions have been filed. The first action was filed on September 15, 2005, by current and former limited partners in 36 investing partnerships in the United States District Court for the Eastern District of New York captioned David T. Atkins et. al. v. Apollo Real Estate Advisors, L.P., et al (the ‘‘Action’’). On March 17, 2006, a third amended complaint was filed in the Action. The third amended complaint is brought on behalf of current and former limited partners in 14 investing partnerships. It names as defendants, among others, the Company, BLC, a subsidiary of the Company, GFB-AS Investors, LLC (‘‘GFB-AS’’), a subsidiary of BLC, the general partners of the 14 investing partnerships, which are alleged to be subsidiaries of GFB-AS, FIG, an affiliate of our largest stockholder, and our Chief Financial Officer. The nine count third amended complaint alleges, among other things, (i) that the defendants converted for their own use the property of the limited partners of 11 partnerships, including through the failure to obtain consents the plaintiffs contend were required for the sale of facilities indirectly owned by those partnerships to Ventas; (ii) that the defendants fraudulently persuaded the limited partners of three partnerships to give up a valuable property right based upon incomplete, false and misleading statements in connection with certain consent solicitations; (iii) that certain defendants, including GFB-AS, the general partners, and our Chief Financial Officer, but not including the Company, BLC, or FIG, committed mail fraud in connection with the sale of facilities indirectly owned by the 14 partnerships at issue in the Action to

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

Ventas; (iv) that certain defendants, including GFB-AS and our Chief Financial Officer, but not including the Company, BLC, the general partners, or FIG, committed wire fraud in connection with certain communications with plaintiffs in the Action and another investor in a limited partnership; (v) that the defendants, with the exception of the Company, committed substantive violations of the Racketeer Influenced and Corrupt Organizations Act (‘‘RICO’’); (vi) that the defendants conspired to violate RICO; (vii) that GFB-AS and the general partners violated the partnership agreements of the 14 investing partnerships; (viii) that GFB-AS, the general partners, and our Chief Financial Officer breached fiduciary duties to the plaintiffs; and (ix) that the defendants were unjustly enriched. The plaintiffs have asked for damages in excess of $100.0 million on each of the counts described above, including treble damages for the RICO claims. We have filed a motion to dismiss the claims, and plan to continue to vigorously defend this Action. A putative class action lawsuit was also filed on March 22, 2006, by certain limited partners in four of the same partnerships involved in the Action in the Court of Chancery for the State of Delaware captioned Edith Zimmerman et al. v. GFB-AS Investors, LLC and Brookdale Living Communities, Inc. (the ‘‘Second Action’’). The putative class in the Second Action consists only of those limited partners in the four investing partnerships who are not plaintiffs in the Action. The Second Action names as defendants BLC and GFB-AS. The complaint alleges a claim for breach of fiduciary duty arising out of the sale of facilities indirectly owned by the investing partnerships to Ventas and the subsequent lease of those facilities by Ventas to subsidiaries of BLC. The plaintiffs seek, among other relief, an accounting, damages in an unspecified amount, and disgorgement of unspecified amounts by which the defendants were allegedly unjustly enriched. We also intend to vigorously defend this Second Action. Because these actions are in an early stage we cannot estimate the possible range of loss, if any.

In addition, we are involved in various lawsuits and are subject to various claims arising in the normal course of business. In the opinion of management, although the outcomes of these suits and claims are uncertain, in the aggregate, they should not have a material adverse effect on our business, financial condition and results of operations.

5.    Employee Restricted Stock Plans and Omnibus Stock Incentive Plan

In December 2004, the FASB issued SFAS No. 123 (revised), Share-Based Payment (‘‘SFAS No. 123R’’), which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R is a revision to SFAS No. 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This Statement requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. We adopted SFAS 123R in connection with our initial grants of restricted stock effective August 2005, which were converted into Brookdale restricted stock on September 30, 2005.

On August 5, 2005, BLC and Alterra adopted employee restricted stock plans to attract, motivate, and retain key employees. The plans provide for the grant of restricted securities to those participants selected by the board of directors. Upon adoption of the plans, restricted securities of BLC and Alterra were granted to employees. At September 30, 2005, as a result of the formation transactions described in Note 1, these restricted shares were converted into a total of 2.6 million shares of restricted stock in BSL at a value of $19.00 per share. Pursuant to the plans, 25% to 50% of each individual's award vested upon completion of the initial public offering on November 22, 2005. The remaining awards vest over a period of three to five years.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

On October 14, 2005, we adopted a new equity incentive plan for our employees, the Brookdale Senior Living Inc. Omnibus Stock Incentive Plan (‘‘Incentive Plan’’), which was approved by our stockholders on October 14, 2005. A total of 2.0 million shares of our common stock was initially reserved for issuance under the Incentive Plan; provided, however, that commencing on the first day of our fiscal year beginning in calendar year 2006, the number of shares reserved and available for issuance will be increased by an amount equal to the lesser of (1) 0.4 million shares or (2) 2% of the number of outstanding shares of our common stock on the last day of the immediately preceding fiscal year. When Section 162(m) of the Internal Revenue Code becomes applicable, the maximum aggregate number of shares that will be subject to stock options or stock appreciation rights that may be granted to any individual during any fiscal year may not exceed 0.4 million, and the maximum aggregate number of shares that will be subject to awards of restricted stock, deferred shares, unrestricted shares or other stock-based awards that may be granted to any individual during any fiscal year will be 0.4 million.

On June 15, 2006, we registered an additional 2.9 million shares of common stock, par value $0.01 per share of the Incentive Plan. This registration of 2.9 million shares of common stock increased the number of shares registered for issuance under the Incentive Plan to 4.9 million. (See Note 8).

As a result of the formation transactions described in Note 1, the employee restricted stock plans described above were merged into the Omnibus Stock Incentive Plan. Additional grants of restricted shares under the Incentive Plan were as follows:


  Grants Value
Per Share		 Total
Value
As of December 31, 2005 554
$ 19.00-28.75
$ 10,100
Three months ended March 31, 2006 44
$ 33.10
1,451
Three months ended June 30, 2006 49
$ 44.40
2,196

Compensation expense of $3.8 million and $6.8 million was recorded for the three and six months ended June 30, 2006, net of forfeitures estimated at 5% of the shares granted. The Company records compensation expense over the requisite service period in accordance with SFAS 123R.

6.    Acquisitions and Financings

On June 30, 2006, we completed the acquisition of two facilities with 193 units/beds from AEW II Corporation for $37.8 million. We refer to these facilities as the ‘‘AEW-New Jersey Portfolio’’. Concurrent with the closing, we obtained $24.9 million of first mortgage financing bearing interest at LIBOR plus 1.65%, payable interest only through June 2009, with two one-year extensions at our option, and we entered into an interest rate swap to convert the loan from floating to fixed. The swap is accounted for as a cash flow hedge. The loan is combined with the financing of and is also secured by the Southland Portfolio.

On May 1, 2006, we completed the acquisition of four owned senior living facilities with 262 units/beds located in Florida from Southland Suites for $24.0 million. We refer to these facilities as the ‘‘Southland Portfolio’’. On May 18, 2006, we obtained $16.1 million of first mortgage financing bearing interest at LIBOR plus 1.65%, payable interest only through maturity in June 2009, with two one-year extensions, at our option, and we entered into an interest rate swap to convert the loan from a floating rate of interest to a fixed rate of interest. The swap is accounted for as a cash flow hedge. The loan is combined with the financing of and is also secured by the AEW-New Jersey Portfolio.

On April 28, 2006, we acquired five facilities with 813 units/beds for $179.5 million from AEW Capital Management. In connection with the acquisition, we obtained $124.5 million of first mortgage financing, bearing interest at LIBOR plus 1.50%, payable interest only through maturity in May 2009, with two one-year extensions, at our option, and we entered into an interest rate swap to convert the

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

loan from a floating rate of interest to a fixed rate of interest. The swap is accounted for as a cash flow hedge. On June 30, 2006, we closed on an interim agreement with an affiliate of AEW Capital Management to (i) loan $12.4 million to the affiliate pending lender approval of our acquiring the facility and assuming the outstanding mortgage loan related to the affiliate, and (ii) assumed management of the facility (with 84 units/beds). The loan is due the earlier of (i) June 30, 2007, or (ii) the date on which the lender approved the assumption of the existing mortgage loan by us. The loan bears interest in an amount equal to the facility's net cash flow (as defined) or the maximum permissible by law. For financial reporting purposes, we evaluated our relationship with the entity that owns the facility pursuant to FIN 46R and determined that the entity is a VIE and we are the primary beneficiary and accordingly, consolidated the entity as of June 30, 2006. We are also under contract with AEW Capital Management to purchase a skilled nursing component of one of the purchased facilities for an additional $9.5 million. The remainder of this transaction is expected to close during the third quarter of 2006 and is subject to customary closing conditions and possible multiple closings. We refer to these facilities as the ‘‘AEW Portfolio’’. The AEW Portfolio is located in California, Ohio and Washington and is comprised of six independent living, assisted living and CCRC facilities with a total of 1,017 units/beds.

On April 7, 2006, we acquired the outstanding stock of Southern Assisted Living Inc., which operates 41 leased senior living facilities with 2,887 units/beds (the ‘‘SALI Portfolio’’), for $82.9 million. Also included in the transaction was one property managed by SALI for a third party with 155 independent and assisted living units/beds. The SALI Portfolio is located in North Carolina, South Carolina and Virginia.

On March 31, 2006, we completed the acquisition of seven senior living facilities, all of which are owned, with 1,077 units/beds from American Senior Living L.P. for an aggregate purchase price of $92.2 million (the ‘‘Liberty Owned Portfolio’’). The Liberty Owned Portfolio is located in Florida, Georgia and Tennessee all of which are owned facilities. In connection with the acquisition, we obtained a $65.2 million first mortgage loan, bearing interest at LIBOR plus 1.75%, payable interest only through maturity in March 2011, and we entered into an interest rate swap to convert the loan from floating to fixed. The swap is accounted for as a cash flow hedge.

On March 28, 2006, we completed the acquisition of 17 assisted living facilities with 814 units/beds from the Wellington Group LLC for $79.5 million (the ‘‘Wellington Portfolio’’). On January 11, 2006, we signed a definitive agreement to acquire 18 facilities; however, the agreement to acquire one facility was terminated. In connection with the acquisition we obtained $52.6 million of first mortgage financing bearing interest at LIBOR plus 1.70%, payable interest only through maturity in March 2009, with two-one year extensions at our option, and we entered into an interest rate swap to convert the loan from floating to fixed. The swap is accounted for as a cash flow hedge. The portfolio is located in Alabama, Florida, Georgia, Mississippi, and Tennessee and consists of 13 owned and four leased facilities.

On February 28, 2006, we acquired two facilities in Orlando, Florida with 114 units/beds from Orlando Madison Ivy, LLC, for an aggregate purchase price of $13.0 million. In connection with the acquisition, we obtained an $8.8 million first mortgage bearing interest at LIBOR plus 1.70% payable, interest only through maturity in December 2008, with two-one year extensions at our option, and we entered into an interest rate swap to convert the loan from floating to fixed. The swap is accounted for as a cash flow hedge.

The above acquisitions were accounted for using the purchase method of accounting and the purchase prices were allocated to the assets and liabilities based on their estimated fair values. The results of operations of the acquisitions are included in the financial statements subsequent to the closing of the transactions.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

The following unaudited pro forma condensed consolidated financial information sets forth the historical information for the three and six months ended June 30, 2006 and 2005 derived from the historical financial statements, as adjusted to give effect to:

•  Pro forma adjustments to give effect to the Fortress CCRC Portfolio, the Prudential Portfolio, the Chambrel Portfolio, the Merrill Gardens Portfolio, the Orlando, FL facilities, the Wellington Portfolio, the Liberty Owned Portfolio, the SALI Portfolio, the AEW Portfolio, the Southland Portfolio and the AEW-New Jersey Portfolio acquisitions on the statement of operations as if these transactions closed on January 1, 2005;
•  Pro forma adjustments to give effect to the September 30, 2005 step-up in basis of non-controlling ownership (ownership interests not controlled or owned by affiliates of Fortress Investment Group LLC, ‘‘Minority Shareholders’’) due to the exchanges of Brookdale Facility Group minority ownership for Company ownership as if the transaction was completed on January 1, 2005;
•  Pro forma adjustments to give effect to the consolidation of three limited partnerships pursuant to EITF 04-5 on January 1, 2005;
•  Pro forma adjustments to give effect to the compensation expense in connection with the grants under the restricted stock plan;
•  Incremental general and administrative expenses related to operating as a public company;
•  Our initial public offering, repayment of indebtedness and other use of proceeds; and
•  Pro forma adjustments to give effect as if we entered into the Credit Agreement on January 1, 2005.

The unaudited pro forma condensed consolidated financial information is presented for informational purposes only, and we do not expect that this information will reflect our future results of operations. The unaudited pro forma adjustments are based on available information and upon assumptions that we believe are reasonable. The unaudited pro forma financial information assumes that the transactions and our initial offering were completed as of January 1, 2005.


  Three Months
Ended June 30,		 Six Months Ended
June 30,
  2006 2005 2006 2005
Revenues $ 274,131
$ 255,170
$ 544,426
$ 510,431
Income (loss) from operations 5,496
(6,556
)
 (1,134
)
 (37,401
)
Loss before income taxes (22,744
)
 (34,680
)
 (57,099
)
 (92,645
)
Loss from continuing operations (23,250
)
 (31,803
)
 (58,107
)
 (87,402
)
Weighted average basic and diluted loss per share $ (0.36
)
 $ (0.49
)
 $ (0.89
)
 $ (1.34
)
Weighted average shares used in computing basic and diluted loss per share 65,007
65,007
65,007
65,007

7.    Segment Information

Pursuant to SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (‘‘SFAS No. 131’’), we have seven reportable segments which we determined based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. In addition, the management approach focuses on financial information that an enterprise's decision makers use to make decisions about the enterprise's operating matters. We continue to evaluate the type of financial information necessary for the decision makers as we implement our growth strategies. Each of Brookdale Living, which includes BLC, the Fortress CCRC

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

Portfolio and the Prudential Portfolio, and Alterra, had and has distinct chief operating decision makers, or CODMS. Each of our facilities are considered separate operating segments because they each engage in business activities from which they earn revenues and incur expenses, their operating results are regularly reviewed by the CODMS to make decisions about resources to be allocated to the segment and assess its performance, and discrete financial information is available.

SFAS No. 131 permits aggregation of operating segments that share all common operating characteristics (similar products and services, similar methods used to deliver or provide their products and services, and similar type and class of customer for their products and services) and similar economic characteristics (revenue recognition and gross margin). We believe that each of our facilities provides similar services, delivers these services in a similar manner, and has a common type and class of customer. In addition, all of our facilities recognize and report revenue in a similar manner. However, our individual facility gross margins vary significantly. Therefore, we have aggregated our segments based upon the lowest common economic characteristic of each of our facilities, gross margin. The CODMS allocate resources in large part based on margin and analyze each of the facilities as having either (1) less than 20% operating margins, (2) more than 20% operating margins but less than 40% operating margins, or (3) greater than 40% operating margins. The CODMS believe that the margin is the primary, most significant and most useful indicator of the necessary allocation of resources to each individual facility because it is the best indicator of a facility's operating performance and resource requirements. Accordingly, our operating segments are aggregated into six reportable segments based on comparable operating margins within each of Brookdale Living and Alterra. We define our operating margin for each group of facilities as that group's operating income divided by its revenue. Operating income represents revenue less operating expenses (excluding depreciation and amortization).

We also present a seventh reportable segment for management services because the economic and operating characteristics of these services are different from our facilities aggregated above.

Brookdale Living

Our Brookdale Living group of facilities operates independent living facilities and CCRCs that provide a continuum of services, including independent living, assisted living, Alzheimer's care, dementia care and skilled nursing care. Our facilities include rental facilities and three entrance fee facilities. We also provide various ancillary services to our residents, including extensive wellness programs, personal care and therapy services for all levels of care.

Alterra

Our Alterra group of facilities operates primarily assisted living facilities that provide specialized assisted living care to residents in a comfortable residential atmosphere. Most of our facilities provide specialized care, including Alzheimer's and other dementia programs. These facilities are designed to provide care in a home-like setting, as opposed to a more institutional setting.

Management Services

Our management services segment includes facilities owned by others and operated by us pursuant to management agreements. Under our management agreements for these facilities, we receive management fees and reimbursed expenses, which represent the reimbursement of certain expenses we incur on behalf of the owners.

The accounting policies of our reporting segments are the same as those described in the summary of significant accounting policies. The following table sets forth certain segment financial and operating data.

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BROOKDALE SENIOR LIVING INC.
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
(In thousands)
(Unaudited)


  Three Months Ended June 30, Six Months Ended June 30,
  2006 2005 2006 2005
Revenue(3):  
 
 
 
Brookdale Living  
 
 
 
Less than 20% operating margin $ —
$ 13,635
$ 16,926
$ 17,127
20%-40% operating margin 51,197
33,418
83,248
60,610
Greater than 40% operating margin 68,744
41,562
128,617
81,802
Total Brookdale Living 119,941
88,615
228,791
159,539
Alterra  
 
 
 
Less than 20% operating margin 5,155
11,756
18,892
26,854
20%-40% operating margin 54,188
48,345
100,758
97,149
Greater than 40% operating margin 88,558
43,634
140,437
82,920
Total Alterra 147,901
103,735
260,087
206,923
Management services 585
945
1,732
1,816
  $ 268,427
$ 193,295
$ 490,610
$ 368,278
Segment Operating Income(1):  
 
 
 
Brookdale Living  
 
 
 
Less than 20% operating margin $ —
$ 1,602
$ 2,487
$ 2,025
20%-40% operating margin 13,522
10,699
24,527
19,466
Greater than 40% operating margin 33,382
21,236
63,626
40,893
Total Brookdale Living 46,904
33,537
90,640
62,384
Average Margin 39.1
%
 37.8
%
 39.6
%
 39.1
%
Alterra  
 
 
 
Less than 20% operating margin 828
973
2,073
2,115
20%-40% operating margin 17,436
15,123
32,453
30,966
Greater than 40% operating margin 41,393
19,851
65,486
37,782
Total Alterra 59,657
35,947
100,012
70,863
Average Margin 40.3
%
 34.7
%
 38.5
%
 34.2
%
Management services 410
662
1,212
1,271
  $ 106,971
$ 70,146
$ 191,864
$ 134,518
General and administrative (including non-cash stock compensation expense)(2) $ 22,950
$ 11,040
$ 43,690
$ 22,436
Facility lease expense 46,623
47,091
92,357
93,593
Deprecation and amortization 30,947
9,072
53,246
14,245
Operating income $ 6,451
$ 2,943
$ 2,571
$ 4,244
Total assets:  
 
 
 
Brookdale Living $ 1,590,482
$ 927,512
$ 1,590,482
$ 927,512
Alterra 790,704
306,657
790,704
306,657
Management services —