Brookdale Senior Living Inc. - Quarter Report: 2013 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

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.)

111 Westwood Place, Suite 400, Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip Code)

(615) 221-2250

(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 Securities Exchange Act of 1934 during the preceding 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 T No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer T	Accelerated filer £
	Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company £

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

As of August 6, 2013, 124,061,406 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares).

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BROOKDALE SENIOR LIVING INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2013

		PAGE
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets -
	As of June 30, 2013 (Unaudited) and December 31, 2012	4

	Condensed Consolidated Statements of Operations -
	Three and six months ended June 30, 2013 and 2012 (Unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income -
	Three and six months ended June 30, 2013 and 2012 (Unaudited)	6

	Condensed Consolidated Statement of Stockholders' Equity -
	Six months ended June 30, 2013 (Unaudited)	7

	Condensed Consolidated Statements of Cash Flows -
	Six months ended June 30, 2013 and 2012 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 6.	Exhibits	46
Signatures		47

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except stock amounts)

	June 30, 2013			December 31, 2012
Assets	(Unaudited)
Current assets
Cash and cash equivalents	$	30,946		$	69,240
Cash and escrow deposits — restricted		43,559			43,096
Accounts receivable, net		107,139			100,401
Deferred tax asset		13,377			13,377
Prepaid expenses and other current assets, net		88,004			82,924
Total current assets		283,025			309,038
Property, plant and equipment and leasehold intangibles, net		3,855,653			3,879,977
Cash and escrow deposits — restricted		59,282			62,767
Investment in unconsolidated ventures		37,606			31,386
Goodwill		109,553			109,553
Other intangible assets, net		159,949			159,942
Other assets, net		125,774			113,315
Total assets	$	4,630,842		$	4,665,978

Liabilities and Stockholders' Equity
Current liabilities
Current portion of long-term debt	$	69,727		$	509,543
Trade accounts payable		45,361			43,184
Accrued expenses		205,354			200,895
Refundable entrance fees and deferred revenue		370,142			370,755
Tenant security deposits		5,620			6,521
Total current liabilities		696,204			1,130,898
Long-term debt, less current portion		2,486,222			2,089,826
Line of credit		70,000			80,000
Deferred entrance fee revenue		83,102			79,010
Deferred liabilities		150,034			150,788
Deferred tax liability		96,187			96,187
Other liabilities		38,961			42,283
Total liabilities		3,620,710			3,668,992

Stockholders' Equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized at June 30, 2013 and December 31, 2012; no shares issued and outstanding		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized at June 30, 2013 and December 31, 2012; 130,066,055 and 129,117,946 shares issued and 127,638,057 and 126,689,545 shares outstanding (including 3,576,939 and 3,951,950 unvested restricted shares), respectively		1,276			1,267
Additional paid-in-capital		2,012,725			1,997,946
Treasury stock, at cost; 2,428,401 shares at June 30, 2013 and December 31, 2012		(46,800	)		(46,800	)
Accumulated deficit		(957,069	)		(955,427	)
Total stockholders' equity		1,010,132			996,986
Total liabilities and stockholders' equity	$	4,630,842		$	4,665,978

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenue
Resident fees	$	620,938		$	602,050		$	1,245,308		$	1,198,599
Management fees		7,744			7,499			15,353			14,943
Reimbursed costs incurred on behalf of managed communities		87,786			80,924			168,073			159,639
Total revenue		716,468			690,473			1,428,734			1,373,181

Expense
Facility operating expense (excluding depreciation and amortization of $59,444, $58,090, $116,699 and $116,026, respectively)		416,027			403,515			829,030			802,284
General and administrative expense (including non-cash stock-based compensation expense of $6,988, $6,729, $13,882 and $13,164, respectively)		46,035			46,071			92,646			91,044
Facility lease expense		68,777			70,628			137,796			142,073
Depreciation and amortization		67,254			63,561			131,913			126,905
Asset impairment		2,154			7,246			2,154			8,329
Loss on acquisition		—			—			—			636
Gain on facility lease termination		—			—			—			(2,780	)
Costs incurred on behalf of managed communities		87,786			80,924			168,073			159,639
Total operating expense		688,033			671,945			1,361,612			1,328,130
Income from operations		28,435			18,528			67,122			45,051

Interest income		252			692			555			1,544
Interest expense:
Debt		(29,843	)		(32,431	)		(60,814	)		(64,481	)
Amortization of deferred financing costs and debt discount		(4,348	)		(4,586	)		(8,917	)		(9,059	)
Change in fair value of derivatives and amortization		1,836			(278	)		1,971			(511	)
Loss on extinguishment of debt		(893	)		—			(893	)		(221	)
Equity in earnings (loss) of unconsolidated ventures		445			(61	)		560			38
Other non-operating income (loss)		80			3			1,086			(108	)
(Loss) income before income taxes		(4,036	)		(18,133	)		670			(27,747	)
Provision for income taxes		(1,164	)		(882	)		(2,312	)		(1,812	)
Net loss	$	(5,200	)	$	(19,015	)	$	(1,642	)	$	(29,559	)

Basic and diluted net loss per share	$	(0.04	)	$	(0.16	)	$	(0.01	)	$	(0.24	)

Weighted average shares used in computing basic and diluted net loss per share		123,405			121,708			123,114			121,426

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012

Net loss	$	(5,200	)	$	(19,015	)	$	(1,642	)	$	(29,559	)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities - restricted		—			(200	)		—			838
Other		—			52			—			61
Total other comprehensive (loss) income, net of tax		—			(148	)		—			899
Comprehensive loss	$	(5,200	)	$	(19,163	)	$	(1,642	)	$	(28,660	)

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands)

	Common Stock
	Shares		Amount		Additional Paid-In- Capital		Treasury Stock			Accumulated Deficit			Total
Balances at January 1, 2013 as previously reported		126,689	$	1,267	$	1,997,946	$	(46,800	)	$	(949,696	)	$	1,002,717
Retrospective adjustment for adoption of accounting policy		―		―		―		―			(5,731	)		(5,731	)
Balances at January 1, 2013 as adjusted		126,689		1,267		1,997,946		(46,800	)		(955,427	)		996,986
Compensation expense related to restricted stock grants		―		―		13,882		―			―			13,882
Net loss		―		―		―		―			(1,642	)		(1,642	)
Issuance of common stock under Associate Stock Purchase Plan		31		―		744		―			―			744
Restricted stock, net		918		9		―		―			―			9
Other		―		―		153		―			―			153
Balances at June 30, 2013		127,638	$	1,276	$	2,012,725	$	(46,800	)	$	(957,069	)	$	1,010,132

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Six Months Ended June 30,
	2013			2012
Cash Flows from Operating Activities
Net loss	$	(1,642	)	$	(29,559	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on extinguishment of debt		893			221
Depreciation and amortization		140,830			135,964
Asset impairment		2,154			8,329
Equity in earnings of unconsolidated ventures		(560	)		(38	)
Distributions from unconsolidated ventures from cumulative share of net earnings		1,441			1,015
Amortization of deferred gain		(2,186	)		(2,186	)
Amortization of entrance fees		(14,165	)		(12,376	)
Proceeds from deferred entrance fee revenue		21,361			17,377
Deferred income tax benefit		―			(304	)
Change in deferred lease liability		1,432			3,206
Change in fair value of derivatives and amortization		(1,971	)		511
(Gain) loss on sale of assets		(902	)		172
Loss on acquisition		―			636
Gain on facility lease termination		―			(2,780	)
Non-cash stock-based compensation		13,882			13,164
Changes in operating assets and liabilities:
Accounts receivable, net		(7,328	)		(8,801	)
Prepaid expenses and other assets, net		(3,539	)		4,446
Accounts payable and accrued expenses		2,055			(7,800	)
Tenant refundable fees and security deposits		(593	)		(1,117	)
Deferred revenue		(6,334	)		8,467
Net cash provided by operating activities		144,828			128,547

Cash Flows from Investing Activities
Increase in lease security deposits and lease acquisition deposits, net		(3,018	)		(6,336	)
Decrease in cash and escrow deposits — restricted		3,021			5,404
Purchase of marketable securities — restricted		―			(400	)
Additions to property, plant and equipment and leasehold intangibles, net		(100,291	)		(91,966	)
Acquisition of assets, net of related payables and cash received		(4,835	)		(109,959	)
Issuance of notes receivable, net		(64	)		(439	)
Investment in unconsolidated ventures		(7,992	)		(571	)
Distributions received from unconsolidated ventures		―			184
Proceeds from sale of assets, net		7,554			325
Other		―			(702	)
Net cash used in investing activities		(105,625	)		(204,460	)

Cash Flows from Financing Activities
Proceeds from debt		427,622			193,016
Repayment of debt and capital lease obligations		(488,532	)		(118,653	)
Proceeds from line of credit		190,000			205,000
Repayment of line of credit		(200,000	)		(195,000	)
Payment of financing costs, net of related payables		(7,895	)		(2,714	)
Refundable entrance fees:
Proceeds from refundable entrance fees		19,390			17,306
Refunds of entrance fees		(16,776	)		(13,531	)
Cash portion of loss on extinguishment of debt		(453	)		(118	)
Purchase of derivatives and payment of swap termination		(1,489	)		(1,289	)
Other		636			(264	)
Net cash (used in) provided by financing activities		(77,497	)		83,753
Net (decrease) increase in cash and cash equivalents		(38,294	)		7,840
Cash and cash equivalents at beginning of period		69,240			30,836
Cash and cash equivalents at end of period	$	30,946		$	38,676

See accompanying notes to condensed consolidated financial statements.

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BROOKDALE SENIOR LIVING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business

Brookdale Senior Living Inc. ("Brookdale" or the "Company") is a leading owner and operator of senior living communities throughout the United States. The Company provides 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. The Company owns, leases and operates retirement centers, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs"). Through its Innovative Senior Care ("ISC") program, the Company also offers a range of outpatient therapy, home health and hospice services, primarily to residents of its communities.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of June 30, 2013, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission.

Revenue Recognition

Resident Fees

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, with resident fees billed monthly in advance. Revenue for certain skilled nursing services and ancillary charges is recognized as services are provided and is billed monthly in arrears.

Entrance Fees

Certain of the Company's communities have residency agreements which require the resident to pay an upfront entrance fee prior to occupying the community. In addition, in connection with the Company's MyChoice program, new and existing residents are allowed to pay additional entrance fee amounts in return for a reduced monthly service fee. The non-refundable portion of the entrance fee is recorded as deferred entrance fee 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 number of months or days following contract termination or 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. In such instances the refundable portion of the fee is not amortized and included in refundable entrance fees and deferred revenue. All refundable amounts due to residents at any time in the future are classified as current liabilities.

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Management Fees

Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined).

Reimbursed Costs Incurred on Behalf of Managed Communities

The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations.

Fair Value of Financial Instruments

The Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 820 – Fair Value Measurements ("ASC 820"), which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash and cash equivalents and cash and escrow deposits-restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. Management estimates the fair value of its long-term debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt with a carrying value and estimated fair value of approximately $2.6 billion and $2.7 billion as of June 30, 2013 and December 31, 2012, respectively. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy.

Self-Insurance Liability Accruals

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a large-deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored and estimates are updated as information is available.

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Cumulative Effect Adjustment

In July 2012, the FASB issued ASU 2012-01, Continuing Care Retirement Communities — Refundable Advance Fees ("ASU 2012-01"). ASU 2012-01 amends the situations in which recognition of deferred revenue for refundable advance fees is appropriate. Under this amendment, refundable advance fees that are contingent upon reoccupancy by a subsequent resident but are not limited to the proceeds of reoccupancy should be accounted for and reported as a liability. The guidance in ASU 2012-01 is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted the provisions of this update as of January 1, 2013 and incorporated the provisions of this update to its consolidated financial statements through retrospective application to all periods presented and a cumulative effect adjustment to the Company's accumulated deficit as of January 1, 2013.

The effect of this change in accounting was not material to the consolidated results of operations or financial position for any period, including the three and six months ended June 30, 2013 and 2012, and did not impact cash flows from operations in any period. The Company increased its accumulated deficit by $5.7 million to reflect the net cumulative effect of the adoption of ASU 2012-01.

The related adjustments will be made to the applicable prior periods as such financial information is included in future filings with the SEC, but no later than the filing of the Company's Annual Report on Form 10-K for the year ending December 31, 2013. The impact of all adjustments made to the prior annual consolidated financial statements is summarized as follows (dollars in thousands):

	As of and for the Year Ended December 31, 2012
	As Reported			Adjustment			As Adjusted
Consolidated Balance Sheets
Refundable entrance fees and deferred revenue	$	361,360		$	9,395		$	370,755
Deferred tax liability		99,851			(3,664	)		96,187
Accumulated deficit		(949,696	)		(5,731	)		(955,427	)

Consolidated Statements of Operations
Resident fees	$	2,414,283		$	(1,347	)	$	2,412,936
Total revenue		2,770,085			(1,347	)		2,768,738
Loss before income taxes		(63,601	)		(1,347	)		(64,948	)
Provision for income taxes		(2,044	)		525			(1,519	)
Net loss		(65,645	)		(822	)		(66,467	)
Basic and diluted net loss per share		(0.54	)		—			(0.54	)

Consolidated Statements of Cash Flows
Net loss	$	(65,645	)	$	(822	)	$	(66,467	)
Amortization of entrance fees		(26,709	)		1,347			(25,362	)
Deferred income tax benefit		—			(525	)		(525	)

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	Year Ended December 31, 2011
	As Reported			Adjustment			As Adjusted
Consolidated Statements of Operations
Resident fees	$	2,291,757		$	(1,435	)	$	2,290,322
Total revenue		2,457,918			(1,435	)		2,456,483
Loss before income taxes		(65,835	)		(1,435	)		(67,270	)
Provision for income taxes		(2,340	)		560			(1,780	)
Net loss		(68,175	)		(875	)		(69,050	)
Basic and diluted net loss per share		(0.56	)		(0.01	)		(0.57	)

Consolidated Statements of Cash Flows
Net loss	$	(68,175	)	$	(875	)	$	(69,050	)
Amortization of entrance fees		(25,401	)		1,435			(23,966	)
Deferred income tax provision		943			(560	)		383

The prior period financial statements included in this filing have been revised to reflect this change in accounting, the effects of which have been summarized below (dollars in thousands):

	Three Months Ended June 30, 2012
	As Reported			Adjustment			As Adjusted
Condensed Consolidated Statements of Operations
Resident fees	$	602,387		$	(337	)	$	602,050
Total revenue		690,810			(337	)		690,473
Loss before income taxes		(17,796	)		(337	)		(18,133	)
Provision for income taxes		(1,014	)		132			(882	)
Net loss		(18,810	)		(205	)		(19,015	)
Basic and diluted net loss per share		(0.15	)		(0.01	)		(0.16	)

	Six Months Ended June 30, 2012
	As Reported			Adjustment			As Adjusted
Condensed Consolidated Statements of Operations
Resident fees	$	1,199,273		$	(674	)	$	1,198,599
Total revenue		1,373,855			(674	)		1,373,181
Loss before income taxes		(27,073	)		(674	)		(27,747	)
Provision for income taxes		(2,075	)		263			(1,812	)
Net loss		(29,148	)		(411	)		(29,559	)
Basic and diluted net loss per share		(0.24	)		-			(0.24	)

Condensed Consolidated Statements of Cash Flows
Net loss	$	(29,148	)	$	(411	)	$	(29,559	)
Amortization of entrance fees		(13,050	)		674			(12,376	)
Deferred income tax benefit		(41	)		(263	)		(304	)

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Reclassifications

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

3. Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. For purposes of calculating basic and diluted earnings per share, vested restricted stock awards are considered outstanding. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units and convertible debt instruments and warrants.

During the three and six months ended June 30, 2013 and 2012, the Company reported a consolidated net loss. As a result of the net loss, unvested restricted stock and restricted stock unit awards and convertible debt instruments and warrants were anti-dilutive for each period and were not included in the computation of diluted weighted average shares. The weighted average restricted stock and restricted stock unit awards excluded from the calculations of diluted net loss per share were 4.3 million and 4.9 million for the three months ended June 30, 2013 and 2012, respectively, and 4.4 million and 4.9 million for the six months ended June 30, 2013 and 2012, respectively.

4. Acquisitions and Dispositions

Effective May 24, 2013, the Company acquired the underlying real estate interest in an entrance fee CCRC that the Company previously managed for an aggregate purchase price of $15.4 million, which included the assumption of the existing mortgage debt and certain liabilities in addition to cash paid. The Company will continue to manage the CCRC and report the results of operations of such community in the Management Services segment until necessary license approvals are obtained.

Effective May 31, 2013, the Company purchased the underlying real estate in an assisted living community for an aggregate purchase price of $2.4 million. The results of operations of the community will be reported in the Assisted Living segment.

During the six months ended June 30, 2013, the Company purchased one home health agency for an aggregate purchase price of approximately $1.4 million. The purchase price of the acquisition has been ascribed to an indefinite useful life intangible asset and recorded on the condensed consolidated balance sheet under other intangible assets, net.

During the six months ended June 30, 2013, the Company sold two communities for an aggregate selling price of $7.2 million. The results of operations of the communities were previously reported in the Assisted Living segment.

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5. Stock-Based Compensation

The Company follows ASC 718 in accounting for its share-based payments. This guidance 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. This cost is recognized as compensation expense ratably over the employee's requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred.

For all service awards, the Company records compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. For awards with performance-based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance target is deemed probable of achievement. Performance goals are evaluated quarterly. If such goals are not ultimately met or it is not probable the goals will be achieved, no compensation expense is recognized and any previously recognized compensation expense is reversed.

The Company's compensation expense recorded in connection with grants of restricted stock for the three and six months ended June 30, 2013 and 2012 reflects an initial estimated cumulative forfeiture rate from 0% to 10% over the requisite service period of the awards. That estimate is revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates.

Current year grants of restricted shares under the Company's Omnibus Stock Incentive Plan were as follows (amounts in thousands except for value per share):

Shares Granted

Value Per Share

Total Value

Three months ended March 31, 2013

1,036

$25.32 − $27.36

$ 27,858

Three months ended June 30, 2013

156

$26.85 − $27.50

$ 4,216

6. Goodwill and Other Intangible Assets, Net

The following is a summary of the carrying amount of goodwill for the six months ended June 30, 2013 and the year ended December 31, 2012 presented on an operating segment basis (dollars in thousands):

	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Impairment and Other Charges			Net		Gross Carrying Amount		Accumulated Impairment and Other Charges			Net
Retirement Centers	$	7,642	$	(521	)	$	7,121	$	7,642	$	(521	)	$	7,121
Assisted Living		102,680		(248	)		102,432		102,680		(248	)		102,432
CCRCs - Rental		56,281		(56,281	)		—		56,281		(56,281	)		—
CCRCs - Entry Fee		158,718		(158,718	)		—		158,718		(158,718	)		—
Total	$	325,321	$	(215,768	)	$	109,553	$	325,321	$	(215,768	)	$	109,553

Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present. No indicators of impairment were present during the six months ended June 30, 2013.

Community purchase options are amortized over their estimated lives and are tested for impairment whenever indicators of impairment arise. No indicators of impairment were present during the six months ended June 30, 2013. The following is a summary of other intangible assets at June 30, 2013 and December 31, 2012 (dollars in thousands):

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	June 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Community purchase options	$	147,610	$	(23,112	)	$	124,498	$	147,610	$	(21,263	)	$	126,347
Health care licenses		32,643		—			32,643		31,082		—			31,082
Other		3,330		(522	)		2,808		2,585		(72	)		2,513
Total	$	183,583	$	(23,634	)	$	159,949	$	181,277	$	(21,335	)	$	159,942

Amortization expense related to definite-lived intangible assets for the three months ended June 30, 2013 and 2012 was $1.2 million and $0.9 million, respectively, and for the six months ended June 30, 2013 and 2012 was $2.3 million and $1.8 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization.

7. Property, Plant and Equipment and Leasehold Intangibles, Net

Property, plant and equipment and leasehold intangibles, net, which include assets under capital leases, consist of the following (dollars in thousands):

	June 30, 2013			December 31, 2012
Land	$	298,260		$	296,314
Buildings and improvements		3,434,525			3,391,667
Leasehold improvements		69,434			60,186
Furniture and equipment		584,640			541,585
Resident and leasehold operating intangibles		441,657			441,603
Construction in progress		71,892			75,419
Assets under capital and financing leases		682,015			674,492
		5,582,423			5,481,266
Accumulated depreciation and amortization		(1,726,770	)		(1,601,289	)
Property, plant and equipment and leasehold intangibles, net	$	3,855,653		$	3,879,977

Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise.

During the three and six months ended June 30, 2013, there were indicators of impairment on certain long-lived assets. The Company compared the estimated fair value of the assets to their carrying values and recorded an impairment charge for the excess of carrying value over fair value. A non-cash charge of $2.2 million within the CCRCs - Rental segment was recorded in the Company's operating results and reflected as asset impairment in the accompanying condensed consolidated statement of operations. The impairment charges are primarily due to the amount by which the carrying values of the assets exceed the fair value of the estimated selling price.

8. Debt

Long-Term Debt, Capital Leases and Financing Obligations

Long-term debt, capital leases and financing obligations consist of the following (dollars in thousands):

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	June 30, 2013		December 31, 2012
Mortgage notes payable due 2014 through 2023; weighted average interest rate of 4.22% for the six months ended June 30, 2013, net of debt discount of $0.2 million (weighted average interest rate of 4.62% in 2012)	$	1,832,236	$	1,701,515
$150,000 Series A notes payable, secured by five communities and by a $3.0 million cash collateral deposit, bearing interest at LIBOR plus 0.88%, payable in monthly installments of principal and interest through maturity in August 2013		142,240		144,384
Discount mortgage note payable due June 2013, net of debt discount of $1.0 million in 2012 (weighted average interest rate of 2.56% in 2012)		—		80,533
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae; (weighted average interest rate of 1.65% in 2012), due 2032, payable in monthly installments of principal and interest through maturity, secured by the underlying assets of the portfolio		—		99,847
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.15% for the six months ended June 30, 2013 (weighted average interest rate of 8.16% in 2012)		306,382		319,745
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $60.0 million and $65.0 million in 2013 and 2012, respectively, interest at 2.75% per annum, due June 2018		256,284		251,312
Construction financing due 2017 through 2024; weighted average interest rate of 8.0% for the six months ended June 30, 2013 (weighted average interest rate of 8.0% in 2012)		6,499		1,280
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.66% for the six months ended June 30, 2013 (weighted average interest rate of 2.81% in 2012), due 2014		12,308		753
Total debt		2,555,949		2,599,369
Less current portion		69,727		509,543
Total long-term debt	$	2,486,222	$	2,089,826

Credit Facilities

On March 28, 2013, the Company entered into a second amended and restated credit agreement with General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto. The amended credit agreement amended and restated in its entirety the Company's existing amended and restated credit agreement dated as of January 31, 2011, as previously amended. The amended credit agreement extended the maturity date of the facility to March 31, 2018 and decreased the interest rate payable on advances and the fee payable on the unused portion of the facility. The amended credit agreement also provides options to increase the committed amount initially from $230.0 million to $250.0 million, which the Company exercised on June 28, 2013, and thereafter from $250.0 million to up to $350.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The amended credit agreement now also permits reduction of the committed amount or termination of the facility during the last two years of the five year term without payment of a premium or penalty.

Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin. The applicable margin varies with the percentage of the total commitment drawn, with a 3.25% margin at 25% or lower utilization, a 3.75% margin at utilization greater than 25% but less than or equal to 50%, and a 4.25% margin at greater than 50% utilization. For purposes of determining the interest rate, in no event will LIBOR be less than 0.5% per annum. The

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Company is also required to pay a quarterly commitment fee of 0.5% per annum on the unused portion of the facility.

The revolving line of credit can be used to finance acquisitions and fund working capital and capital expenditures and for other general corporate purposes.

The facility is secured by a first priority mortgage on certain of the Company's communities. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility.

The amended credit agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the amended credit agreement, which would result in termination of all commitments under the amended credit agreement and all amounts owing under the amended credit agreement and certain other loan agreements becoming immediately due and payable.

As of June 30, 2013, the Company had an available secured line of credit with a $250.0 million commitment and $225.3 million of availability (of which $70.0 million had been drawn as of such date). The Company also had secured and unsecured letter of credit facilities of up to $92.5 million in the aggregate as of June 30, 2013. Letters of credit totaling $75.0 million had been issued under these facilities as of that date.

Financings

On April 3, 2013, the Company obtained a $25.0 million first mortgage loan, secured by the underlying community. The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in April 2018. In connection with the transaction, the Company repaid $29.0 million of existing variable rate debt.

On April 12, 2013, the Company obtained $259.0 million in loans secured by first mortgages on 23 communities. The loans bear interest at a variable rate equal to 30-day LIBOR plus a margin of 246 basis points. Concurrent with the closing of the loans, the Company entered into a five-year interest rate cap agreement that caps the interest rate on the loans at 5.03%. The loans mature in May 2023 and require amortization of principal over a 30 year period. Proceeds of the loans, together with cash on hand, were used to refinance or repay a total of $275.2 million of mortgage debt which was scheduled to mature in May 2013 and July 2013 and variable rate tax-exempt bonds scheduled to mature in 2032.

On April 22, 2013, the Company obtained a $28.0 million first mortgage loan, secured by two communities. The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in April 2018. In connection with the transaction, the Company repaid $35.1 million of existing variable rate debt.

On May 30, 2013, the Company obtained an $84.1 million first mortgage loan secured by eight of the Company's communities. The loan has a ten-year term and bears interest at a variable rate equal to 30-day LIBOR plus a margin of 289 basis points. Concurrent with the closing of the loan, the Company entered into a five-year interest rate cap agreement that caps the interest rate on the loan at 4.68%. Proceeds of the loan, together with cash on hand, were used to refinance or repay $100.9 million of mortgage debt that was scheduled to mature between 2013 and 2017.

On August 1, 2013, the Company obtained $172.1 million in loans secured by first mortgages on four communities. The loans bear interest at a variable rate equal to 30-day LIBOR plus a margin ranging from 226 to 288 basis points. The loans mature in August 2020 ($75.0 million) and August 2023 ($97.1 million) and require amortization of principal over a 30 year period. Proceeds of the loans were used to refinance a total of $142.0 million of Series A notes payable which were scheduled to mature on August 1, 2013.

As of June 30, 2013, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements.

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9. Litigation

The Company has been and is currently involved in litigation and claims incidental to the conduct of its business which are comparable to other companies in the senior living industry. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. Similarly, the senior living industry is continuously subject to scrutiny by governmental regulators, which could result in litigation related to regulatory compliance matters. As a result, the Company maintains general liability and professional liability insurance policies in amounts and with coverage and deductibles the Company believes are adequate, based on the nature and risks of its business, historical experience and industry standards. The Company's current policies provide for deductibles for each claim. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts.

10. Supplemental Disclosure of Cash Flow Information

(dollars in thousands):	Six Months Ended June 30,
	2013			2012
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	62,293		$	65,427
Income taxes paid	$	1,834		$	1,650
Write-off of deferred costs	$	440		$	744

Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
Acquisition of assets, net of related payables and cash received:
Cash and escrow deposits-restricted	$	—		$	3,313
Prepaid expenses and other current assets		(1,326	)		(2,817	)
Property, plant and equipment and leasehold intangibles, net		17,157			123,450
Other intangible assets, net		2,306			6,494
Other assets, net		409			(7,327	)
Accrued expenses		(3,866	)		(489	)
Other liabilities		—			2,335
Long-term debt		(9,845	)		(15,000	)
Net	$	4,835		$	109,959

11. Facility Operating Leases

The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of deferred gains (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Cash basis payment	$	69,186		$	70,157		$	138,550		$	141,053
Straight-line expense		684			1,564			1,432			3,206
Amortization of deferred gain		(1,093	)		(1,093	)		(2,186	)		(2,186	)
Facility lease expense	$	68,777		$	70,628		$	137,796		$	142,073

12. Income Taxes

The Company's effective tax rates for the three months ended June 30, 2013 and 2012 were (28.8%) and (4.9%), respectively, and for the six months ended June 30, 2013 and 2012 were 345.1% and (6.5%), respectively. The difference in the effective rates for both the three months and six months ended June 30, 2013 and 2012 was due to

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the impact of the Company's improved financial results under generally accepted accounting principles. The Company's tax expense mainly reflects its cash tax position for states that do not allow for or have suspended the use of net operating losses for the period.

The Company recorded additional interest charges related to its tax contingency reserve for the six months ended June 30, 2013. Tax returns for years 2008 through 2011 are subject to future examination by tax authorities. In addition, certain tax returns are open from 2000 through 2007 to the extent of the net operating losses generated during those periods.

13. Segment Information

The Company currently has six reportable segments: retirement centers; assisted living; CCRCs – rental; CCRCs – entry fee; ISC; and management services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

Retirement Centers. The Company's Retirement Centers segment includes owned or leased communities that are primarily designed for middle to upper income senior citizens age 75 and older who desire an upscale residential environment providing the highest quality of service. The majority of the Company's retirement center communities consist of both independent living and assisted living units in a single community, which allows residents to "age-in-place" by providing them with a continuum of senior independent and assisted living services.

Assisted Living. The Company's Assisted Living segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living communities include both freestanding, multi-story communities and freestanding single story communities. The Company also operates memory care communities, which are freestanding assisted living communities specially designed for residents with Alzheimer's disease and other dementias.

CCRCs - Rental. The Company's CCRCs - Rental segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living and skilled nursing available on one campus or within the immediate market, and some also include memory care/Alzheimer's units.

CCRCs - Entry Fee. The communities in the Company's CCRCs - Entry Fee segment are similar to those in the Company's CCRCs - Rental segment but allow for residents in the independent living apartment units to pay a one-time upfront entrance fee, which is partially refundable in certain circumstances. The amount of the entrance fee varies depending upon the type and size of the dwelling unit, the type of contract plan selected, whether the contract contains a lifecare benefit for the resident, the amount and timing of refund, and other variables. In addition to the initial entrance fee, residents under all entrance fee agreements also pay a monthly service fee, which entitles them to the use of certain amenities and services. Since entrance fees are received upon initial occupancy, the monthly fees are generally less than fees at a comparable rental community.

ISC. The Company's ISC segment includes the outpatient therapy, home health and hospice services provided to residents of many of the Company's communities, to other senior living communities that the Company does not own or operate and to seniors living outside of the Company's communities. The ISC segment does not include the therapy services provided in the Company's skilled nursing units, which are included in the Company's CCRCs - Rental and CCRCs - Entry Fee segments.

Management Services. The Company's management services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a joint venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners.

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The accounting policies of the Company's reportable 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 (dollars in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenue⁽¹⁾
Retirement Centers	$	130,170	$	125,813	$	259,092	$	250,325
Assisted Living		260,497		252,399		521,112		503,751
CCRCs - Rental		97,562		95,258		197,889		190,370
CCRCs - Entry Fee		74,016		70,858		148,324		142,577
ISC		58,693		57,722		118,891		111,576
Management Services⁽²⁾		95,530		88,423		183,426		174,582
	$	716,468	$	690,473	$	1,428,734	$	1,373,181
Segment operating income⁽³⁾
Retirement Centers	$	54,177	$	52,675	$	107,511	$	103,666
Assisted Living		96,181		90,166		192,466		180,729
CCRCs - Rental		25,567		26,764		54,644		54,783
CCRCs - Entry Fee		17,772		15,517		37,343		32,322
ISC		11,214		13,413		24,314		24,815
Management Services		7,744		7,499		15,353		14,943
		212,655		206,034		431,631		411,258
General and administrative (including non-cash stock-based compensation expense)		46,035		46,071		92,646		91,044
Facility lease expense		68,777		70,628		137,796		142,073
Depreciation and amortization		67,254		63,561		131,913		126,905
Asset impairment		2,154		7,246		2,154		8,329
Loss on acquisition		—		—		—		636
Gain on facility lease termination		—		—		—		(2,780	)
Income from operations	$	28,435	$	18,528	$	67,122	$	45,051

	As of
	June 30, 2013		December 31, 2012
Total assets
Retirement Centers	$	1,251,500	$	1,256,497
Assisted Living		1,423,997		1,438,934
CCRCs - Rental		525,063		534,220
CCRCs - Entry Fee		957,729		951,584
ISC		90,252		90,357
Corporate and Management Services		382,301		394,386
Total assets	$	4,630,842	$	4,665,978

(1)	All revenue is earned from external third parties in the United States.

(2)	Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.

(3)	Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization).

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this Quarterly Report on Form 10-Q and other information we provide from time to time may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements 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 the consummation of the restructuring of the management agreements with Chartwell Retirement Residences ("Chartwell"); statements relating to our operational initiatives and our expectations regarding their effect on our results; our expectations regarding the economy, the senior living industry, occupancy, revenue, cash flow, operating income, expenses, capital expenditures, Program Max opportunities, cost savings, the demand for senior housing, the home resale market, expansion and development activity, acquisition opportunities, asset dispositions, our share repurchase program, capital deployment, returns on invested capital and taxes; our expectations regarding returns to shareholders and our growth prospects; our expectations concerning the future performance of recently acquired communities and the effects of acquisitions on our financial results; our expectations regarding the consummation of the Chartwell portfolio acquisition (including the anticipated timing thereof) and the effect of the acquisition on our financial results; our ability to secure financing or repay, replace or extend existing debt at or prior to maturity; our ability to remain in compliance with all of our debt and lease agreements (including the financial covenants contained therein); our expectations regarding liquidity and leverage; our expectations regarding financings and refinancings of assets (including the timing thereof) and their effect on our results; our expectations regarding changes in government reimbursement programs and their effect on our results; 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, home health and hospice); our plans to expand, renovate, redevelop and reposition existing communities; our plans to acquire additional communities, asset portfolios, operating companies and home health agencies; the expected project costs for our expansion, redevelopment and repositioning program; our expected levels of expenditures and reimbursements (and the timing thereof); our expectations regarding our sales, marketing and branding initiatives and their impact on our results; 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; our expectations regarding the payment of dividends; and our ability to increase revenues, earnings, Adjusted EBITDA, Cash From Facility Operations, and/or Facility Operating Income (as such terms are defined herein). Words such as "anticipate(s)", "expect(s)", "intend(s)", "plan(s)", "target(s)", "project(s)", "predict(s)", "believe(s)", "may", "will", "would", "could", "should", "seek(s)", "estimate(s)" and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include, but are not limited to, the risk that we may not be able to satisfy the conditions and successfully complete the Chartwell management agreement restructuring and/or the Chartwell portfolio acquisition; our ability to assume and obtain the mortgage debt financing for the Chartwell portfolio acquisition; the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; 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 housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term operating lease payments; the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under the repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisitions and integrate them into our

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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; early terminations or non-renewal of management agreements; 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, press releases and other communications, including those set forth under "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2012 and in this Quarterly Report. Such forward-looking statements speak only as of the date of this Quarterly Report. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Executive Overview

Our primary long-term growth objectives are to grow our revenues, Adjusted EBITDA, Cash From Facility Operations and Facility Operating Income primarily through a combination of: (i) organic growth in our core business, including expense control and the realization of economies of scale; (ii) expansion, redevelopment and repositioning of existing communities; (iii) acquisition and consolidation of asset portfolios and other senior living companies; and (iv) continued expansion of our ancillary services programs (including therapy, home health and hospice services).

The tables below present a summary of our operating results and certain other financial metrics for the three and six months ended June 30, 2013 and 2012 and the amount and percentage of increase or decrease of each applicable item (dollars in millions).

	Three Months Ended June 30,						Increase (Decrease)
	2013			2012			Amount			Percent
Total revenues	$	716.5		$	690.5		$	26.0			3.7	%
Net loss	$	(5.2	)	$	(19.0	)	$	(13.8	)		(72.7	%)
Adjusted EBITDA	$	113.8		$	104.5		$	9.3			8.9	%
Cash From Facility Operations	$	71.2		$	61.5		$	9.7			15.7	%
Facility Operating Income	$	197.9		$	192.2		$	5.7			2.9	%

	Six Months Ended June 30,						Increase (Decrease)
	2013			2012			Amount			Percent
Total revenues	$	1,428.7		$	1,373.2		$	55.6			4.0	%
Net loss	$	(1.6	)	$	(29.6	)	$	(28.0	)		(94.4	%)
Adjusted EBITDA	$	224.1		$	201.1		$	23.0			11.4	%
Cash From Facility Operations	$	139.0		$	116.1		$	22.9			19.8	%
Facility Operating Income	$	402.1		$	383.9		$	18.2			4.7	%

Adjusted EBITDA and Facility Operating Income are non-GAAP financial measures we use in evaluating our operating performance. Cash From Facility Operations is a non-GAAP financial measure we use in evaluating our liquidity. See "Non-GAAP Financial Measures" below for an explanation of how we define each of these measures, a detailed description of why we believe such measures are useful and the limitations of each measure, a reconciliation of net income (loss) to each of Adjusted EBITDA and Facility Operating Income and a reconciliation of net cash provided by operating activities to Cash From Facility Operations.

During the six months ended June 30, 2013, we experienced an increase in our total revenues, primarily due to increases in occupancy and average monthly revenue per unit, including an increase in our ancillary services revenue. Total revenues for the six months ended June 30, 2013 increased to $1.4 billion, an increase of $55.6

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million, or 4.0%, over our total revenues for the six months ended June 30, 2012. Resident fees for the six months ended June 30, 2013 increased $46.7 million, or 3.9%, from the prior year period. Management fees increased $0.4 million, or 2.7%, from the prior year period, and reimbursed costs incurred on behalf of managed communities increased $8.4 million, or 5.3%.

The increase in resident fees during the six months ended June 30, 2013 was primarily a result of a 2.7% increase in senior housing average monthly revenue per unit compared to the prior year period, a 70 basis points increase in average occupancy and an increase in revenues from our ancillary services programs. Our weighted average occupancy rate for the six months ended June 30, 2013 and 2012 was 88.4% and 87.7%, respectively. The increase in our average occupancy rate was a result of improving fundamentals, execution by our field organization and sales and marketing team and the benefit of the capital we have invested and continue to spend on our communities.

During the six months ended June 30, 2013, we also made progress in controlling our cost growth. Facility operating expenses for the six months ended June 30, 2013 were $829.0 million, an increase of $26.7 million, or 3.3%, as compared to the six months ended June 30, 2012.

Net loss for the six months ended June 30, 2013 was $1.6 million, or $(0.01) per basic and diluted common share, compared to a net loss of $29.6 million, or $(0.24) per basic and diluted common share, for the six months ended June 30, 2012.

During the six months ended June 30, 2013, our Adjusted EBITDA, Cash From Facility Operations and Facility Operating Income increased by 11.4%, 19.8% and 4.7%, respectively, when compared to the six months ended June 30, 2012.

During the first six months of 2013, we continued to expand our ancillary services offerings. As of June 30, 2013, we offered therapy services to approximately 52,000 of our units and home health services to approximately 46,000 of our units (approximately 38,000 and 33,000 of these units, respectively, are in our consolidated portfolio). As of that date, we also had nine hospice agencies in operation. We expect to continue to expand our ancillary services programs to additional units and to open or acquire additional home health agencies. We also expect to expand our ancillary services programs by opening additional hospice agencies.

During the six months ended June 30, 2013, we entered into an agreement to acquire seven senior living communities from Chartwell for an aggregate purchase price of $80.9 million, plus customary transaction expenses. We have been managing six of the communities since our acquisition of Horizon Bay in September 2011. The consummation of the transaction is subject to the satisfaction of certain closing conditions and contingencies, including the receipt of certain lender and regulatory approvals and consents. The transaction is expected to close during the third quarter of 2013.

During the first half of 2013, we also experienced an increase in entrance fee sales and net entrance fees. For the six months ended June 30, 2013, total entrance fee receipts increased by $6.1 million, or 17.5%, to $40.8 million and net entrance fees increased by $2.8 million, or 13.3%, to $24.0 million.

On March 28, 2013, we entered into a second amended and restated credit agreement with General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto. The amended credit agreement amended and restated in its entirety our existing amended and restated credit agreement dated as of January 31, 2011, as previously amended. The amended credit agreement extended the maturity date of the facility to March 31, 2018 and decreased the interest rate payable on advances and the fee payable on the unused portion of the facility. The amended credit agreement also provides options to increase the committed amount initially from $230.0 million to $250.0 million, which we exercised on June 28, 2013, and thereafter from $250.0 million to up to $350.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The amended credit agreement now also permits reduction of the committed amount or termination of the facility during the last two years of the five year term without payment of a premium or penalty.

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Consolidated Results of Operations

Three Months Ended June 30, 2013 and 2012

The following table sets forth, for the periods indicated, statement of operations items and the amount and percentage of increase or decrease of these items. The results of operations for any particular period are not necessarily indicative of results for any future period. The following data should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Certain prior period amounts have been reclassified to conform to the current year presentation.

(dollars in thousands, except average monthly revenue per unit)	Three Months Ended June 30,
	2013			2012			Increase (Decrease)			% Increase (Decrease)
Statement of Operations Data:
Revenue
Resident fees
Retirement Centers	$	130,170		$	125,813		$	4,357			3.5	%
Assisted Living		260,497			252,399			8,098			3.2	%
CCRCs – Rental		97,562			95,258			2,304			2.4	%
CCRCs – Entry Fee		74,016			70,858			3,158			4.5	%
ISC		58,693			57,722			971			1.7	%
Total resident fees		620,938			602,050			18,888			3.1	%
Management services⁽¹⁾		95,530			88,423			7,107			8.0	%
Total revenue		716,468			690,473			25,995			3.8	%
Expense
Facility operating expense
Retirement Centers		75,993			73,138			2,855			3.9	%
Assisted Living		164,316			162,233			2,083			1.3	%
CCRCs – Rental		71,995			68,494			3,501			5.1	%
CCRCs – Entry Fee		56,244			55,341			903			1.6	%
ISC		47,479			44,309			3,170			7.2	%
Total facility operating expense		416,027			403,515			12,512			3.1	%
General and administrative expenses		46,035			46,071			(36	)		(0.1	%)
Facility lease expense		68,777			70,628			(1,851	)		(2.6	%)
Depreciation and amortization		67,254			63,561			3,693			5.8	%
Asset impairment		2,154			7,246			(5,092	)		(70.3	%)
Costs incurred on behalf of managed communities		87,786			80,924			6,862			8.5	%
Total operating expense		688,033			671,945			16,088			2.4	%
Income from operations		28,435			18,528			9,907			53.5	%
Interest income		252			692			(440	)		(63.6	%)
Interest expense
Debt		(29,843	)		(32,431	)		(2,588	)		(8.0	%)
Amortization of deferred financing costs and debt discounts		(4,348	)		(4,586	)		(238	)		(5.2	%)
Change in fair value of derivatives and amortization		1,836			(278	)		2,114			760.4	%
Loss on extinguishment of debt		(893	)		¾			893			100.0	%
Equity in earnings (loss) of unconsolidated ventures		445			(61	)		506			829.5	%
Other non-operating income		80			3			77		NM
Loss before income taxes		(4,036	)		(18,133	)		(14,097	)		(77.7	%)
Provision for income taxes		(1,164	)		(882	)		282			32.0	%
Net loss	$	(5,200	)	$	(19,015	)	$	(13,815	)		(72.7	%)

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	Three Months Ended June 30,
	2013			2012			Increase (Decrease)			% Increase (Decrease)
Selected Operating and Other Data:
Total number of communities (period end)		650			647			3			0.5	%
Total units operated⁽²⁾
Period end		66,134			66,032			102			0.2	%
Weighted average		66,217			66,090			127			0.2	%
Owned/leased communities units⁽²⁾
Period end		47,946			48,004			(58	)		(0.1	%)
Weighted average		47,907			47,946			(39	)		(0.1	%)
Owned/leased communities occupancy rate (weighted average)		88.3	%		87.7	%		0.6	%		0.7	%
Senior Housing average monthly revenue per unit⁽³⁾	$	4,373		$	4,266		$	107			2.5	%

Selected Segment Operating and Other Data:
Retirement Centers
Number of communities (period end)		76			76			—			—
Total units⁽²⁾
Period end		14,430			14,451			(21	)		(0.1	%)
Weighted average		14,429			14,451			(22	)		(0.2	%)
Occupancy rate (weighted average)		89.4	%		88.8	%		0.6	%		0.7	%
Senior Housing average monthly revenue per unit⁽³⁾	$	3,362		$	3,268		$	94			2.9	%
Assisted Living
Number of communities (period end)		432			434			(2	)		(0.5	%)
Total units⁽²⁾
Period end		21,524			21,653			(129	)		(0.6	%)
Weighted average		21,499			21,637			(138	)		(0.6	%)
Occupancy rate (weighted average)		89.4	%		88.6	%		0.8	%		0.9	%
Senior Housing average monthly revenue per unit⁽³⁾	$	4,519		$	4,390		$	129			2.9	%
CCRCs - Rental
Number of communities (period end)		27			27			—			—
Total units⁽²⁾
Period end		6,687			6,693			(6	)		(0.1	%)
Weighted average		6,684			6,659			25			0.4	%
Occupancy rate (weighted average)		86.2	%		85.8	%		0.4	%		0.5	%
Senior Housing average monthly revenue per unit⁽³⁾	$	5,649		$	5,561		$	88			1.6	%
CCRCs - Entry Fee
Number of communities (period end)		14			14			—			—
Total units⁽²⁾
Period end		5,305			5,207			98			1.9	%
Weighted average		5,295			5,199			96			1.8	%
Occupancy rate (weighted average)		83.8	%		83.4	%		0.4	%		0.5	%
Senior Housing average monthly revenue per unit⁽³⁾	$	5,025		$	4,963		$	62			1.2	%

Other Entry Fee Data
Non-refundable entrance fees sales	$	12,124		$	10,377		$	1,747			16.8	%
Refundable entrance fees sales⁽⁴⁾		11,754			9,317			2,437			26.2	%
Total entrance fee receipts		23,878			19,694			4,184			21.2	%

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	Three Months Ended June 30,
	2013			2012			Increase (Decrease)			% Increase (Decrease)
Refunds		(7,456	)		(5,429	)		2,027			37.3	%
Net entrance fees	$	16,422		$	14,265		$	2,157			15.1	%
Management Services
Number of communities (period end)		101			96			5			5.2	%
Total units⁽²⁾
Period end		18,188			18,028			160			0.9	%
Weighted average		18,310			18,144			166			0.9	%
Occupancy rate (weighted average)		84.9	%		84.0	%		0.9	%		1.1	%

ISC
Outpatient Therapy treatment codes		840,076			957,364			(117,288	)		(12.3	%)
Home Health average census		4,366			3,554			812			22.8	%

__________

(1)	Management services segment revenue includes reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.

(2)	Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.

(3)	Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and ISC segment revenue, divided by average occupied units.

(4)

Refundable entrance fee sales for the three months ended June 30, 2013 and 2012 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $4.0 million and $3.6 million for the three months ended June 30, 2013 and 2012, respectively.

As of June 30, 2013, our total operations included 650 communities with a capacity to serve 66,902 residents.

Resident Fees

Resident fees increased over the prior year period primarily as a result of an increase in the average monthly revenue per unit compared to the prior year period, including an increase in revenue from our ancillary services programs, and an increase in occupancy. During the current period, revenues grew 3.1% at the 541 communities we operated during both periods with a 2.2% increase in the average monthly revenue per unit (excluding amortization of entrance fees in both instances). Occupancy increased 0.8% in these communities period over period.

Retirement Centers revenue increased $4.4 million, or 3.5%, primarily due to increases in average monthly revenue per unit and occupancy at the communities we operated during both periods.

Assisted Living revenue increased $8.1 million, or 3.2%, primarily due to increases in average monthly revenue per unit and occupancy at the communities we operated during both periods. The increase was partially offset by the impact of the disposition of three communities subsequent to the prior year period.

CCRCs - Rental revenue increased $2.3 million, or 2.4%, primarily due to increases in average monthly revenue per unit and occupancy at the communities we operated during both periods.

CCRCs - Entry Fee revenue increased $3.2 million, or 4.5%, primarily due to increases in the number of units operated and average monthly revenue per unit.

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ISC revenue increased $0.9 million, or 1.7%, primarily due to the roll-out of our ancillary services programs to additional units subsequent to the prior year period. The increase was partially offset by a decrease in therapy service volume.

Management Services

Management services revenue, including reimbursed costs incurred on behalf of managed communities, increased $7.1 million, or 8.0%, primarily due to additional costs incurred on behalf of managed communities resulting from an increase in the number of managed communities from the prior year period.

Facility Operating Expense

Facility operating expense increased over the prior-year period primarily due to increased marketing and advertising expenses, as well as increases in salaries and wages and additional expenses incurred in connection with the expansion of our ancillary services programs. These increases were partially offset by a decrease in insurance expense.

Retirement Centers operating expenses increased $2.9 million, or 3.9%, primarily due to an increase in marketing and advertising expense and an increase in salaries and wages due to wage rate increases and an increase in hours worked period over period. These increases were partially offset by a decrease in insurance expense.

Assisted Living operating expenses increased $2.1 million, or 1.3%, primarily due to an increase in marketing and advertising expense and an increase in salaries and wages due to wage rate increases. These increases were partially offset by a decrease in insurance expense and by the impact of the disposition of three communities subsequent to the prior year period.

CCRCs - Rental operating expenses increased $3.5 million, or 5.1%, primarily driven by an increase in salaries and wages due to wage rate increases and increased hours worked period over period, an increase in healthcare supplies expense due to an increase in occupancy and residents with higher acuity needs and an increase in marketing and advertising expense period over period. These increases were partially offset by a decrease in insurance expense.

CCRCs - Entry Fee operating expenses increased $0.9 million, or 1.6%, primarily driven by an increase in marketing and advertising expense and an increase in salaries and wages due to wage rate increases. These increases were partially offset by a decrease in insurance expense.

ISC operating expenses increased $3.2 million, or 7.2%, primarily due to an increase in expenses incurred in connection with the continued expansion of our ancillary services programs, an increase in therapy labor expense and an increase in bad debt expense.

General and Administrative Expense

General and administrative expense was relatively consistent period over period. In the current year period, salaries and wage expense and employee benefits expense increased compared to the prior-year period due to increased employee headcount. These increases were offset by decreases in integration, transaction-related and electronic medical records ("EMR") roll-out costs compared to the prior year period. General and administrative expense as a percentage of total revenue, including revenue generated by the communities we manage and excluding non-cash stock-based compensation expense and integration, transaction-related and EMR roll-out costs, was 4.5% and 4.2% for the three months ended June 30, 2013 and 2012, respectively, calculated as follows (dollars in thousands):

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	Three Months Ended June 30,
	2013				2012

Resident fee revenues	$	620,938	78.8	%	$	602,050	79.2	%
Resident fee revenues under management		167,358	21.2	%		158,227	20.8	%
Total	$	788,296	100.0	%	$	760,277	100.0	%
General and administrative expenses (excluding non-cash stock-based compensation expense and integration, transaction-related and EMR roll-out costs)	$	35,421	4.5	%	$	31,654	4.2	%
Non-cash stock-based compensation expense		6,988	0.9	%		6,729	0.9	%
Integration, transaction-related and EMR roll-out costs		3,626	0.5	%		7,688	1.0	%
General and administrative expenses (including non-cash stock-based compensation expense and integration, transaction-related and EMR roll-out costs)	$	46,035	5.9	%	$	46,071	6.1	%

Facility Lease Expense

Facility lease expense decreased $1.9 million, or 2.6%, primarily as a result of the purchase of 12 previously leased communities in the prior year.

Depreciation and Amortization

Depreciation and amortization expense increased $3.7 million, or 5.8%, primarily as a result of the purchase of 12 previously leased communities in the prior year.

Asset Impairment

During the three months ended June 30, 2013 and 2012, we recognized $2.2 million and $7.2 million, respectively, of impairment charges related to asset impairments for property, plant, and equipment for communities within the CCRCs – Rental and Assisted Living segments, respectively. We compared the estimated fair value of the assets to the carrying value and recorded an impairment charge for the excess of carrying value over estimated fair value.

Costs Incurred on Behalf of Managed Communities

Costs incurred on behalf of managed communities increased $6.9 million, or 8.5%, primarily due to additional costs resulting from an increase in the number of managed communities from the prior year period.

Interest Expense

Interest expense decreased $4.9 million, or 13.2%, primarily due to decreased interest expense related to our mortgage debt, which had lower interest rates period over period and a gain recorded from the change in the fair value of interest rate swaps and caps due to an increase in interest rates since the purchase of the instruments.

Income Taxes

Our effective tax rates for the three months ended June 30, 2013 and 2012 were (28.8%) and (4.9%), respectively. The difference in the effective rates for the three months ended June 30, 2013 and 2012 was due to the impact of our improved financial results under generally accepted accounting principles. Tax expense mainly reflects our cash tax position for states that do not allow for or have suspended the use of net operating losses for the period.

An additional interest charge related to our tax contingency reserve was recorded during the three months ended June 30, 2013. Tax returns for years 2008 through 2011 are subject to future examination by tax authorities. In

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addition, certain tax returns are open from 2000 through 2007 to the extent of the net operating losses generated during those periods.

Six Months Ended June 30, 2013 and 2012

Certain prior period amounts have been reclassified to conform to the current year presentation.

(dollars in thousands, except average monthly revenue per unit)	Six Months Ended June 30,
	2013			2012			Increase (Decrease)			% Increase (Decrease)
Statement of Operations Data:
Revenue
Resident fees
Retirement Centers	$	259,092		$	250,325		$	8,767			3.5	%
Assisted Living		521,112			503,751			17,361			3.4	%
CCRCs - Rental		197,889			190,370			7,519			3.9	%
CCRCs - Entry Fee		148,324			142,577			5,747			4.0	%
ISC		118,891			111,576			7,315			6.6	%
Total resident fees		1,245,308			1,198,599			46,709			3.9	%
Management services⁽¹⁾		183,426			174,582			8,844			5.1	%
Total revenue		1,428,734			1,373,181			55,553			4.0	%
Expense
Facility operating expense
Retirement Centers		151,581			146,659			4,922			3.4	%
Assisted Living		328,646			323,022			5,624			1.7	%
CCRCs - Rental		143,245			135,587			7,658			5.6	%
CCRCs - Entry Fee		110,981			110,255			726			0.7	%
ISC		94,577			86,761			7,816			9.0	%
Total facility operating expense		829,030			802,284			26,746			3.3	%
General and administrative expense		92,646			91,044			1,602			1.8	%
Facility lease expense		137,796			142,073			(4,277	)		(3.0	%)
Depreciation and amortization		131,913			126,905			5,008			3.9	%
Asset impairment		2,154			8,329			(6,175	)		(74.1	%)
Loss on acquisition		—			636			(636	)		(100.0	%)
Gain on facility lease termination		—			(2,780	)		(2,780	)		(100.0	%)
Costs incurred on behalf of managed communities		168,073			159,639			8,434			5.3	%
Total operating expense		1,361,612			1,328,130			33,482			2.5	%
Income from operations		67,122			45,051			22,071			49.0	%
Interest income		555			1,544			(989	)		(64.1	%)
Interest expense
Debt		(60,814	)		(64,481	)		(3,667	)		(5.7	%)
Amortization of deferred financing costs and debt discount		(8,917	)		(9,059	)		(142	)		(1.6	%)
Change in fair value of derivatives and amortization		1,971			(511	)		2,482			485.7	%
Loss on extinguishment of debt		(893	)		(221	)		672			304.1	%

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(dollars in thousands, except average monthly revenue per unit)	Six Months Ended June 30,
	2013			2012			Increase (Decrease)			% Increase (Decrease)
Equity in earnings of unconsolidated ventures		560			38			522			1,373.7	%
Other non-operating income (loss)		1,086			(108	)		1,194		NM
Income (loss) before income taxes		670			(27,747	)		28,417			102.4	%
Provision for income taxes		(2,312	)		(1,812	)		500			27.6	%
Net loss	$	(1,642	)	$	(29,559	)	$	(27,917	)		(94.4	%)

Selected Operating and Other Data:
Total number of communities (period end)		650			647			3			0.5	%
Total units operated⁽²⁾
Period end		66,134			66,032			102			0.2	%
Weighted average		66,142			66,114			28			0.1	%
Owned/leased communities units⁽²⁾
Period end		47,946			48,004			(58	)		(0.1	%)
Weighted average		47,930			47,915			15			0.1	%
Owned/leased communities occupancy rate (weighted average)		88.4	%		87.7	%		0.7	%		0.8	%
Senior Housing average monthly revenue per unit⁽³⁾	$	4,374		$	4,261		$	113			2.7	%

Selected Segment Operating and Other Data:
Retirement Centers
Number of communities (period end)		76			76			—			—
Total units⁽²⁾
Period end		14,430			14,451			(21	)		(0.1	%)
Weighted average		14,429			14,451			(22	)		(0.2	%)
Occupancy rate (weighted average)		89.5	%		88.8	%		0.7	%		0.8	%
Senior Housing average monthly revenue per unit⁽³⁾	$	3,345		$	3,252		$	93			2.9	%
Assisted Living
Number of communities (period end)		432			434			(2	)		(0.5	%)
Total units⁽²⁾
Period end		21,524			21,653			(129	)		(0.6	%)
Weighted average		21,527			21,636			(109	)		(0.5	%)
Occupancy rate (weighted average)		89.2	%		88.5	%		0.7	%		0.8	%
Senior Housing average monthly revenue per unit⁽³⁾	$	4,521		$	4,384		$	137			3.1	%
CCRCs - Rental
Number of communities (period end)		27			27			—			—
Total units⁽²⁾
Period end		6,687			6,693			(6	)		(0.1	%)
Weighted average		6,686			6,643			43			0.6	%
Occupancy rate (weighted average)		86.9	%		86.1	%		0.8	%		0.9	%
Senior Housing average monthly revenue per unit⁽³⁾	$	5,679		$	5,549		$	130			2.3	%
CCRCs - Entry Fee
Number of communities (period end)		14			14			—			—
Total units⁽²⁾
Period end		5,305			5,207			98			1.9	%
Weighted average		5,288			5,185			103			2.0	%
Occupancy rate (weighted average)		84.2	%		83.6	%		0.6	%		0.7	%

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(dollars in thousands, except average monthly revenue per unit)	Six Months Ended June 30,
	2013			2012			Increase (Decrease)			% Increase (Decrease)
Senior Housing average monthly revenue per unit⁽³⁾	$	5,018		$	5,009		$	9			0.2	%

Other Entry Fee Data
Non-refundable entrance fees sales	$	21,361		$	17,377		$	3,984			22.9	%
Refundable entrance fees sales⁽⁴⁾		19,390			17,306			2,084			12.0	%
Total entrance fee receipts		40,751			34,683			6,068			17.5	%
Refunds		(16,776	)		(13,531	)		3,245			24.0	%
Net entrance fees	$	23,975		$	21,152		$	2,823			13.3	%

Management Services
Number of communities (period end)		101			96			5			5.2	%
Total units⁽²⁾
Period end		18,188			18,028			160			0.9	%
Weighted average		18,212			18,199			13			0.1	%
Occupancy rate (weighted average)		84.9	%		84.2	%		0.7	%		0.8	%

ISC
Outpatient Therapy treatment codes		1,661,384			1,865,180			(203,796	)		(10.9	%)
Home Health average census		4,328			3,501			827			23.6	%

__________

(1)	Management services segment revenue includes reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.

(2)	Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.

(3)	Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and ISC segment revenue, divided by average occupied units.

(4)

Refundable entrance fee sales for the six months ended June 30, 2013 and 2012 include amounts received from residents participating in the MyChoice program, which allows new and existing residents the option to pay additional refundable entrance fee amounts in return for a reduced monthly service fee. MyChoice amounts received from residents totaled $5.8 million and $6.0 million for the six months ended June 30, 2013 and 2012, respectively.

Resident Fees

Resident fees increased over the prior year period primarily as a result of an increase in the average monthly revenue per unit compared to the prior year period, including an increase in revenue from our ancillary services programs, and an increase in occupancy. During the current year period, revenues grew 3.3% at the 541 communities we operated during both periods with a 2.4% increase in the average monthly revenue per unit (excluding amortization of entrance fees in both instances). Occupancy increased 0.8% in these communities period over period.

Retirement Centers revenue increased $8.8 million, or 3.5%, primarily due to increases in average monthly revenue per unit and occupancy at the communities we operated during both periods.

Assisted Living revenue increased $17.4 million, or 3.4%, primarily due to increases in average monthly revenue per unit and occupancy at the communities we operated during both periods. The increase was partially offset by the impact of the disposition of three communities subsequent to the prior year period.

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CCRCs - Rental revenue increased $7.5 million, or 3.9%, primarily due to increases in average monthly revenue per unit and occupancy at the communities we operated during both periods.

CCRCs - Entry Fee revenue increased $5.7 million, or 4.0%, primarily due to an increase in occupancy at the communities we operated during both periods and an increase in the number of units operated. This increase was partially offset by a decrease in skilled therapy revenue due to lower Medicare reimbursement.

ISC revenue increased $7.3 million, or 6.6%, primarily due to the roll-out of our ancillary services programs to additional units subsequent to the prior year period. The increase was partially offset by a decrease in therapy service volume.

Management Services

Management services revenue, including reimbursed costs incurred on behalf of managed communities, increased $8.8 million, or 5.1%, primarily due to additional costs incurred on behalf of managed communities resulting from an increase in the number of managed communities from the prior year period.

Facility Operating Expense

Retirement Centers operating expenses increased $4.9 million, or 3.4%, primarily due to an increase in marketing and advertising expense and an increase in salaries and wages due to wage rate increases and an increase in hours worked period over period. There was also an increase in real estate tax expense period over period and an increase in food and supplies expense driven by higher occupancy compared to the prior year period. These increases were partially offset by a decrease in insurance expense.

Assisted Living operating expenses increased $5.6 million, or 1.7%, primarily due to an increase in marketing and advertising expense and an increase in salaries and wages due to wage rate increases. There was also an increase in grounds maintenance and repair expense period over period. These increases were partially offset by a decrease in insurance expense and by the impact of the disposition of three communities subsequent to the prior year period.

CCRCs - Rental operating expenses increased $7.7 million, or 5.6%, primarily driven by an increase in salaries and wages due to wage rate increases and an increase in healthcare supplies expense due to an increase in occupancy and residents with higher acuity needs. There was also an increase in bad debt expense compared to the prior year period. These increases were partially offset by a decrease in insurance expense.

CCRCs - Entry Fee operating expenses increased $0.7 million, or 0.7%, primarily driven by an increase in marketing and advertising expense and an increase in salaries and wages due to wage rate increases. These increases were partially offset by a decrease in skilled therapy service expense due to a decrease in hours worked in the current year period and a decrease insurance expense.

ISC operating expenses increased $7.8 million, or 9.0%, primarily due to an increase in expenses incurred in connection with the continued expansion of our ancillary services programs, an increase in therapy labor expense and an increase in bad debt expense.

General and Administrative Expense

General and administrative expense increased $1.6 million, or 1.8%, primarily as a result of increases in salaries and wage expense and employee benefits expense primarily due to increased employee headcount. These increases were partially offset by decreases in integration, transaction-related and EMR roll-out costs compared to the prior year period. General and administrative expense as a percentage of total revenue, including revenue generated by the communities we manage and excluding non-cash stock-based compensation expense and integration, transaction-

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related and EMR roll-out costs, was 4.6% and 4.4% for the six months ended June 30, 2013 and 2012, respectively, calculated as follows (dollars in thousands):

	Six Months Ended June 30,
	2013				2012

Resident fee revenues	$	1,245,308	79.2	%	$	1,198,599	79.1	%
Resident fee revenues under management		330,865	20.8	%		316,922	20.9	%
Total	$	1,576,173	100.0	%	$	1,515,521	100.0	%
General and administrative expenses (excluding non-cash stock-based compensation expense and integration, transaction-related and EMR roll-out costs)	$	73,033	4.6	%	$	66,288	4.4	%
Non-cash stock-based compensation expense		13,882	0.9	%		13,164	0.9	%
Integration, transaction-related and EMR roll-out costs		5,731	0.4	%		11,592	0.7	%
General and administrative expenses (including non-cash stock-based compensation expense and integration, transaction-related and EMR roll-out costs)	$	92,646	5.9	%	$	91,044	6.0	%

Facility Lease Expense

Facility lease expense decreased $4.3 million, or 3.0%, primarily as a result of the purchase of 12 previously leased communities in the prior year.

Depreciation and Amortization

Depreciation and amortization expense increased $5.0 million, or 3.9%, primarily as a result of the purchase of 12 previously leased communities in the prior year.

Asset Impairment

During the six months ended June 30, 2013, we recognized $2.2 million of impairment charges related to asset impairments for property, plant, and equipment for a community within the CCRCs – Rental segment. During the six months ended June 30, 2012, we recognized $8.3 million of impairment charges related to asset impairments for property, plant, and equipment for certain communities within the Assisted Living and CCRCs – Entry Fee segments. We compared the estimated fair value of the assets to the carrying value and recorded an impairment charge for the excess of carrying value over estimated fair value.

Loss on Acquisition

The loss on acquisition recognized during the six months ended June 30, 2012 relates to the reduction of a prior-year gain for adjustments to pre-acquisition self-insurance reserves and the related tax impact.

Gain on Facility Lease Termination

During the six months ended June 30, 2012, we recognized a $2.8 million net gain on facility lease termination from the reversal of deferred lease liabilities associated with nine previously-leased communities that were acquired during the prior year period, partially offset by the write-off of deferred lease costs.

Costs Incurred on Behalf of Managed Communities

Costs incurred on behalf of managed communities increased $8.4 million, or 5.3%, primarily due to additional costs resulting from an increase in the number of managed communities from the prior year period.

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Interest Expense

Interest expense decreased $6.3 million, or 8.5%, primarily due to decreased interest expense related to our mortgage debt, which had lower interest rates period over period and a gain recorded from the change in the fair value of interest rate swaps and caps due to an increase in interest rates since the purchase of the instruments.

Income Taxes

Our effective tax rates for the six months ended June 30, 2013 and 2012 were 345.1% and (6.5%), respectively. The difference in the effective rates for the six months ended June 30, 2013 and 2012 was due to the impact of our improved financial results under generally accepted accounting principles. Tax expense mainly reflects our cash tax position for states that do not allow for or have suspended the use of net operating losses for the period.

An additional interest charge related to our tax contingency reserve was recorded during the six months ended June 30, 2013. Tax returns for years 2008 through 2011 are subject to future examination by tax authorities. In addition, certain tax returns are open from 2000 through 2007 to the extent of the net operating losses generated during those periods.

Liquidity and Capital Resources

The following is a summary of cash flows from operating, investing and financing activities, as reflected in the condensed consolidated statements of cash flows (dollars in thousands):

	Six Months Ended June 30,
	2013			2012
Cash provided by operating activities	$	144,828		$	128,547
Cash used in investing activities		(105,625	)		(204,460	)
Cash (used in) provided by financing activities		(77,497	)		83,753
Net (decrease) increase in cash and cash equivalents		(38,294	)		7,840
Cash and cash equivalents at beginning of period		69,240			30,836
Cash and cash equivalents at end of period	$	30,946		$	38,676

The increase in cash provided by operating activities was attributable primarily to improved operating results.

The decrease in cash used in investing activities was primarily attributable to a decrease in cash paid for acquisitions. The decrease was partially offset by an increase in spending on property, plant, equipment, and leasehold intangibles and by additional investments in unconsolidated ventures. The current year period also includes cash received from the sale of two communities.

The change in cash related to financing activities period over period was primarily attributable to net repayment of debt, including our line of credit, and related financing costs in connection with refinancing transactions during the current period.

Our principal sources of liquidity have historically been from:

cash balances on hand;

cash flows from operations;

proceeds from our credit facilities;

proceeds from mortgage financing or refinancing of various assets;

funds generated through joint venture arrangements or sale-leaseback transactions; and

with somewhat lesser frequency, funds raised in the debt or equity markets and proceeds from the selective disposition of underperforming and/or non-core assets.

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Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity.

Our liquidity requirements have historically arisen from:

working capital;

operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;

debt service and lease payments;

acquisition consideration and transaction costs;

cash collateral required to be posted in connection with our interest rate swaps and related financial instruments;

capital expenditures and improvements, including the expansion of our current communities and the development of new communities;

dividend payments;

purchases of common stock under our share repurchase authorizations; and

other corporate initiatives (including integration and branding).

Over the near-term, we expect that our liquidity requirements will primarily arise from:

working capital;

operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;

debt service and lease payments;

capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our current communities and the development of new communities;

other corporate initiatives (including information systems and branding); and

·	acquisition consideration and transaction costs.

We are highly leveraged and have significant debt and lease obligations. As of June 30, 2013, we have three principal corporate-level debt obligations: our $250.0 million revolving credit facility, our $316.3 million convertible senior notes due 2018 and separate secured and unsecured letter of credit facilities providing for up to $92.5 million of letters of credit in the aggregate. The remainder of our indebtedness is generally comprised of non-recourse property-level mortgage financings.

At June 30, 2013, we had $2.2 billion of debt outstanding, excluding capital lease obligations and our line of credit, at a weighted-average interest rate of 4.4% (calculated using an imputed interest rate of 7.5% for our $316.3 million convertible senior notes due 2018). At June 30, 2013, we had $306.4 million of capital and financing lease obligations, $70.0 million was drawn on our revolving loan facility, and $75.0 million of letters of credit had been issued under our letter of credit facilities. Approximately $69.7 million of our debt and capital lease obligations are due on or before June 30, 2014. We also have substantial operating lease obligations and capital expenditure requirements. For the year ending June 30, 2014, we will be required to make approximately $280.1 million of payments in connection with our existing operating leases.

We had $30.9 million of cash and cash equivalents at June 30, 2013, excluding cash and escrow deposits-restricted and lease security deposits of $144.4 million in the aggregate. As of that date, we also had $225.3 million of availability on our revolving credit facility (of which $70.0 million had been drawn as of June 30, 2013).

At June 30, 2013, we had $413.2 million of negative working capital, which includes the classification of $266.6 million of refundable entrance fees as current liabilities. Based upon our historical operating experience, we anticipate that only 9.0% to 12.0% of the refundable entrance fee liabilities will actually come due, and be required to be settled in cash, during the next 12 months. We expect that any entrance fee liabilities due within the next 12 months will be fully offset by the proceeds generated by subsequent entrance fee sales. Entrance fee sales, net of refunds paid, provided $24.0 million of cash for the six months ended June 30, 2013.

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For the year ending December 31, 2013, we anticipate that we will make investments of approximately $150.0 million to $165.0 million for net capital expenditures (excluding expenditures related to our Program Max initiative discussed below), comprised of approximately $40.0 million to $45.0 million of net recurring capital expenditures and approximately $110.0 million to $120.0 million of expenditures relating to other major projects (including corporate initiatives). These major projects include unusual or non-recurring capital projects, projects which create new or enhanced economics, such as major renovations or repositioning projects at our communities, integration related expenditures (including the cost of developing information systems), and expenditures supporting the expansion of our ancillary services programs. For the six months ended June 30, 2013, we spent approximately $20.0 million for net recurring capital expenditures and approximately $56.7 million for expenditures relating to other major projects and corporate initiatives.

In addition, we have increased our efforts with respect to the expansion, redevelopment and repositioning of our communities through our Program Max initiative. We anticipate making net investments of approximately $55.0 million to $70.0 million during 2013 in connection with recently initiated or currently planned projects. For the six months ended June 30, 2013, we spent approximately $24.3 million in connection with our Program Max initiative.

During 2013, we anticipate that our capital expenditures will be funded from cash on hand, cash flows from operations, lessor reimbursement and amounts drawn on our credit facility.

As opportunities arise, we plan to continue to take advantage of the fragmented senior housing and care sectors by selectively purchasing existing operating companies, asset portfolios, home health agencies and communities. We may also seek to acquire the fee interest in communities that we currently lease or manage. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, or if we enter into an acquisition or strategic arrangement with another company, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the interests of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain this additional financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our business development activities, any of which could reduce the growth of our business.

We currently estimate that our existing cash flows from operations, together with existing working capital, amounts available under our credit facility and, to a lesser extent, proceeds from anticipated financings, will be sufficient to fund our liquidity needs for at least the next 12 months, assuming that the overall economy does not substantially deteriorate.

Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, the actual level of capital expenditures, our expansion, development and acquisition activity, general economic conditions and the cost of capital. Shortfalls in cash flows from operating results or other principal sources of liquidity may have an adverse impact on our ability to execute our business and growth strategies. Volatility in the credit and financial markets may also have an adverse impact on our liquidity by making it more difficult for us to obtain financing or refinancing. As a result, this may impact our ability to grow our business, maintain capital spending levels, expand certain communities, or execute other aspects of our business strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.

As of June 30, 2013, we are in compliance with the financial covenants of our outstanding debt and lease agreements.

Credit Facilities

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portion of the facility. The amended credit agreement also provides options to increase the committed amount initially from $230.0 million to $250.0 million, which we exercised on June 28, 2013, and thereafter from $250.0 million to up to $350.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The amended credit agreement now also permits reduction of the committed amount or termination of the facility during the last two years of the five year term without payment of a premium or penalty.

The revolving line of credit can be used to finance acquisitions and fund working capital and capital expenditures and for other general corporate purposes.

The facility is secured by a first priority mortgage on certain of our communities. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility.

As of June 30, 2013, we had an available secured line of credit with a $250.0 million commitment and $225.3 million of availability (of which $70.0 million had been drawn as of such date). We also had secured and unsecured letter of credit facilities of up to $92.5 million in the aggregate as of June 30, 2013. Letters of credit totaling $75.0 million had been issued under these facilities as of that date.

Contractual Commitments

Significant ongoing commitments consist primarily of leases, debt, purchase commitments and certain other long-term liabilities. For a summary and complete presentation and description of our ongoing commitments and contractual obligations, see the "Contractual Commitments" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

There have been no material changes outside the ordinary course of business in our contractual commitments during the six months ended June 30, 2013. See Note 8 for financing transactions that were completed during the period.

Off-Balance Sheet Arrangements

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 variable interest entities as we do not possess a controlling financial interest. We do not believe these off-balance sheet arrangements have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. In this report, we define and use the non-GAAP financial measures Adjusted EBITDA, Cash From Facility Operations and Facility Operating Income, as set forth below.

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Adjusted EBITDA

Definition of Adjusted EBITDA

We define Adjusted EBITDA as follows:

Net income (loss) before:

provision (benefit) for income taxes;

non-operating (income) expense items;

·	(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);

depreciation and amortization (including non-cash impairment charges);

straight-line lease expense (income);

amortization of deferred gain;

amortization of deferred entrance fees;

non-cash stock-based compensation expense; and

·	change in future service obligation;

and including:

entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization).

Management's Use of Adjusted EBITDA

We use Adjusted EBITDA to assess our overall financial and operating performance. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure 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. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

Adjusted EBITDA provides us with a measure of financial performance, independent of items that are beyond the control of management in the short-term, such as the change in the liability for the obligation to provide future services under existing lifecare contracts, depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), taxation and interest expense associated with our capital structure. This metric measures our financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics used by senior management and the board of directors to review the financial performance of the business on a monthly basis. Adjusted EBITDA is also used by research analysts and investors to evaluate the performance of and value companies in our industry.

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Limitations of Adjusted EBITDA

Adjusted EBITDA has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Adjusted EBITDA, and using this non-GAAP financial measure as compared to GAAP net income (loss), include:

the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and

depreciation and amortization, though not directly affecting our current cash position, represent the wear and tear and/or reduction in value of our communities, which affects the services we provide to our residents and may be indicative of future needs for capital expenditures.

An investor or potential investor may find this item important in evaluating our performance, results of operations and financial position. We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

Adjusted EBITDA is not an alternative to net income, income from operations or cash flows provided by or used in operations as calculated and presented in accordance with GAAP. You should not rely on Adjusted EBITDA as a substitute for any such GAAP financial measure. We strongly urge you to review the reconciliation of Adjusted EBITDA to GAAP net income (loss), along with our condensed consolidated financial statements included herein. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because Adjusted EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Adjusted EBITDA measure, as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.

The table below shows the reconciliation of net loss to Adjusted EBITDA for the three and six months ended June 30, 2013 and 2012 (dollars in thousands):

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	Three Months Ended June 30,						Six Months Ended June 30,
	2013⁽¹⁾			2012⁽¹⁾			2013⁽¹⁾			2012⁽¹⁾
Net loss	$	(5,200	)	$	(19,015	)	$	(1,642	)	$	(29,559	)
Provision for income taxes		1,164			882			2,312			1,812
Equity in (earnings) loss of unconsolidated ventures		(445	)		61			(560	)		(38	)
Loss on extinguishment of debt		893			—			893			221
Other non-operating (income) loss		(80	)		(3	)		(1,086	)		108
Interest expense:
Debt		23,376			24,736			47,824			49,076
Capitalized lease obligation		6,467			7,695			12,990			15,405
Amortization of deferred financing costs and debt discount		4,348			4,586			8,917			9,059
Change in fair value of derivatives and amortization		(1,836	)		278			(1,971	)		511
Interest income		(252	)		(692	)		(555	)		(1,544	)
Income from operations		28,435			18,528			67,122			45,051
Gain on facility lease termination		—			—			—			(2,780	)
Loss on acquisition		—			—			—			636
Depreciation and amortization		67,254			63,561			131,913			126,905
Asset impairment		2,154			7,246			2,154			8,329
Straight-line lease expense		684			1,564			1,432			3,206
Amortization of deferred gain		(1,093	)		(1,093	)		(2,186	)		(2,186	)
Amortization of entrance fees		(7,032	)		(6,310	)		(14,165	)		(12,376	)
Non-cash stock-based compensation expense		6,988			6,729			13,882			13,164
Entrance fee receipts⁽²⁾		23,878			19,694			40,751			34,683
Entrance fee disbursements		(7,456	)		(5,429	)		(16,776	)		(13,531	)
Adjusted EBITDA	$	113,812		$	104,490		$	224,127		$	201,101

(1)

The calculation of Adjusted EBITDA includes integration, transaction-related and EMR roll-out costs of $3.6 million and $5.7 million for the three and six months ended June 30, 2013, respectively. The calculation of Adjusted EBITDA includes integration, transaction-related and EMR roll-out costs of $7.7 million and $11.6 million for the three and six months ended June 30, 2012, respectively.

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

Cash From Facility Operations

Definition of Cash From Facility Operations

We define Cash From Facility Operations (CFFO) as follows:

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 at a recently opened entrance fee CCRC prior to stabilization;

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entrance fee refunds disbursed adjusted for first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization;

lease financing debt amortization with fair market value or no purchase options;

gain (loss) on facility lease termination;

recurring capital expenditures, net;

distributions from unconsolidated ventures from cumulative share of net earnings;

CFFO from unconsolidated ventures; and

other.

Recurring capital expenditures include routine expenditures capitalized in accordance with GAAP that are funded from current operations. Amounts excluded from recurring capital expenditures consist primarily of major projects, renovations, community repositionings, expansions, systems projects or other non-recurring or unusual capital items (including integration capital expenditures) or community purchases that are funded using lease or financing proceeds, available cash and/or proceeds from the sale of communities that are held for sale.

Management's Use of Cash From Facility Operations

We use CFFO to assess our overall liquidity. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial and liquidity goals as well as to achieve optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

This metric measures our liquidity based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. CFFO is one of the metrics used by our senior management and board of directors (i) to review our ability to service our outstanding indebtedness (including our credit facilities and long-term leases), (ii) to review our ability to pay dividends to stockholders, (iii) to review our ability to make regular recurring capital expenditures to maintain and improve our communities on a period-to-period basis, (iv) for planning purposes, including preparation of our annual budget, (v) in making compensation determinations for certain of our associates (including our named executive officers) and (vi) in setting various covenants in our credit agreements. These agreements generally require us to escrow or spend a minimum of between $250 and $450 per unit per year. Historically, we have spent in excess of these per unit amounts; however, there is no assurance that we will have funds available to escrow or spend these per unit amounts in the future. If we do not escrow or spend the required minimum annual amounts, we would be in default of the applicable debt or lease agreement which could trigger cross default provisions in our outstanding indebtedness and lease arrangements.

Limitations of Cash From Facility Operations

CFFO has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for GAAP measures of cash flow from operations. CFFO does not represent cash available for dividends or discretionary expenditures, since we may have mandatory debt service requirements or other non-discretionary expenditures not reflected in the measure. Material limitations in making the adjustment to our cash flow from operations to calculate CFFO, and using this non-GAAP financial measure as compared to GAAP operating cash flows, include:

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We believe CFFO is useful to investors because it assists their ability to meaningfully evaluate (1) our ability to service our outstanding indebtedness, including our credit facilities and capital and financing leases, (2) our ability to pay dividends to stockholders and (3) our ability to make regular recurring capital expenditures to maintain and improve our communities.

CFFO is not an alternative to cash flows provided by or used in operations as calculated and presented in accordance with GAAP. You should not rely on CFFO as a substitute for any such GAAP financial measure. We strongly urge you to review the reconciliation of CFFO to GAAP net cash provided by (used in) operating activities, along with our condensed consolidated financial statements included herein. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because CFFO is not a measure of financial performance under GAAP and is susceptible to varying calculations, the CFFO measure, as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.

The table below shows the reconciliation of net cash provided by operating activities to CFFO for the three and six months ended June 30, 2013 and 2012 (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2013⁽¹⁾			2012⁽¹⁾			2013⁽¹⁾			2012⁽¹⁾
Net cash provided by operating activities	$	80,343		$	82,854		$	144,828		$	128,547
Changes in operating assets and liabilities		(707	)		(14,172	)		15,739			4,805
Refundable entrance fees received⁽²⁾⁽³⁾		11,754			9,317			19,390			17,306
Entrance fee refunds disbursed		(7,456	)		(5,429	)		(16,776	)		(13,531	)
Recurring capital expenditures, net		(10,664	)		(8,599	)		(19,988	)		(16,663	)
Lease financing debt amortization with fair market value or no purchase options		(3,444	)		(2,993	)		(6,815	)		(5,922	)
Distributions from unconsolidated ventures from cumulative share of net earnings		(773	)		(809	)		(1,441	)		(1,015	)
CFFO from unconsolidated ventures		2,099			1,310			4,057			2,538
Cash From Facility Operations	$	71,152		$	61,479		$	138,994		$	116,065

(1)

The calculation of Cash From Facility Operations includes integration, transaction-related and EMR roll-out costs of $3.6 million and $5.7 million for the three and six months ended June 30, 2013, respectively. The calculation of Cash From Facility Operations includes integration, transaction-related and EMR roll-out costs of $7.7 million and $11.6 million for the three and six months ended June 30, 2012, respectively.

(2)

Entrance fee receipts include promissory notes issued to the Company by the resident in lieu of a portion of the entrance fees due. Notes issued (net of collections) for the three months ended June 30, 2013 and 2012 were $1.8 million and ($1.0) million, respectively, and for the six months ended June 30, 2013 and 2012 were ($0.4) million and ($1.7) million, respectively.

(3)

Total entrance fee receipts for the three months ended June 30, 2013 and 2012 were $23.9 million and $19.7 million, respectively, including $12.1 million and $10.4 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities. Total entrance fee receipts for the six months ended June 30, 2013 and 2012 were $40.8 million and $34.7 million, respectively, including $21.4 million and $17.4 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities.

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Facility Operating Income

Definition of Facility Operating Income

We define Facility Operating Income as follows:

Net income (loss) before:

provision (benefit) for income taxes;

non-operating (income) expense items;

·	(gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination);

depreciation and amortization (including non-cash impairment charges);

facility lease expense;

general and administrative expense, including non-cash stock-based compensation expense;

·	change in future service obligation;

amortization of deferred entrance fee revenue; and

management fees.

Management's Use of Facility Operating Income

We use Facility Operating Income to assess our facility operating performance. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day facility performance because the items excluded have little or no significance on our day-to-day facility operations. This measure provides an assessment of revenue generation and expense management and affords management the ability to make decisions which are expected to facilitate meeting current financial goals as well as to achieve optimal facility financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

Facility Operating Income provides us with a measure of facility financial performance, independent of items that are beyond the control of management in the short-term, such as the change in the liability for the obligation to provide future services under existing lifecare contracts, depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), taxation and interest expense associated with our capital structure. This metric measures our facility financial performance based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Facility Operating Income is one of the metrics used by our senior management and board of directors to review the financial performance of the business on a monthly basis. Facility Operating Income is also used by research analysts and investors to evaluate the performance of and value companies in our industry by investors, lenders and lessors. In addition, Facility Operating Income is a common measure used in the industry to value the acquisition or sales price of communities and is used as a measure of the returns expected to be generated by a community.

A number of our debt and lease agreements contain covenants measuring Facility Operating Income to gauge debt or lease coverages. The debt or lease coverage covenants are generally calculated as facility net operating income (defined as total operating revenue less operating expenses, all as determined on an accrual basis in accordance with GAAP). For purposes of the coverage calculation, the lender or lessor will further require a pro forma adjustment to facility operating income to include a management fee (generally 4% to 5% of operating revenue) and an annual capital reserve (generally $250 to $450 per unit). An investor or potential investor may find this item important in evaluating our performance, results of operations and financial position, particularly on a facility-by-facility basis.

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Limitations of Facility Operating Income

Facility Operating Income has limitations as an analytical tool. It should not be viewed in isolation or as a substitute for GAAP measures of earnings. Material limitations in making the adjustments to our earnings to calculate Facility Operating Income, and using this non-GAAP financial measure as compared to GAAP net income (loss), include:

interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results; and

An investor or potential investor may find this item important in evaluating our performance, results of operations and financial position on a facility-by-facility basis. We use non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business.

Facility Operating Income is not an alternative to net income, income from operations or cash flows provided by or used in operations as calculated and presented in accordance with GAAP. You should not rely on Facility Operating Income as a substitute for any such GAAP financial measure. We strongly urge you to review the reconciliation of Facility Operating Income to GAAP net income (loss), along with our condensed consolidated financial statements included herein. We also strongly urge you to not rely on any single financial measure to evaluate our business. In addition, because Facility Operating Income is not a measure of financial performance under GAAP and is susceptible to varying calculations, the Facility Operating Income measure, as presented in this report, may differ from and may not be comparable to similarly titled measures used by other companies.

The table below shows the reconciliation of net loss to Facility Operating Income for the three and six months ended June 30, 2013 and 2012 (dollars in thousands):

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	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net loss	$	(5,200	)	$	(19,015	)	$	(1,642	)	$	(29,559	)
Provision for income taxes		1,164			882			2,312			1,812
Equity in (earnings) loss of unconsolidated ventures		(445	)		61			(560	)		(38	)
Loss on extinguishment of debt		893			—			893			221
Other non-operating (income) loss		(80	)		(3	)		(1,086	)		108
Interest expense:
Debt		23,376			24,736			47,824			49,076
Capitalized lease obligation		6,467			7,695			12,990			15,405
Amortization of deferred financing costs and debt discount		4,348			4,586			8,917			9,059
Change in fair value of derivatives and amortization		(1,836	)		278			(1,971	)		511
Interest income		(252	)		(692	)		(555	)		(1,544	)
Income from operations		28,435			18,528			67,122			45,051
Gain on facility lease termination		—			—			—			(2,780	)
Depreciation and amortization		67,254			63,561			131,913			126,905
Asset impairment		2,154			7,246			2,154			8,329
Loss on acquisition		—			—			—			636
Facility lease expense		68,777			70,628			137,796			142,073
General and administrative (including non-cash stock-based compensation expense)		46,035			46,071			92,646			91,044
Amortization of entrance fees		(7,032	)		(6,310	)		(14,165	)		(12,376	)
Management fees		(7,744	)		(7,499	)		(15,353	)		(14,943	)
Facility Operating Income	$	197,879		$	192,225		$	402,113		$	383,939

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risks from changes in interest rates charged on our credit facilities, other floating-rate indebtedness and lease payments subject to floating rates. The impact on earnings and the value of our long-term debt and lease payments are subject to change as a result of movements in market rates and prices. As of June 30, 2013, we had approximately $1.3 billion of long-term fixed rate debt, $1.0 billion of long-term variable rate debt, excluding our line of credit, and $306.4 million of capital and financing lease obligations. As of June 30, 2013, our total fixed-rate debt and variable-rate debt outstanding had a weighted-average interest rate of 4.4% (calculated using an imputed interest rate of 7.5% for our $316.3 million convertible senior notes due 2018).

We enter into certain interest rate swap agreements with major financial institutions to manage our risk on variable rate debt. Additionally, we have entered into certain cap agreements to effectively manage our risk above certain interest rates. As of June 30, 2013, $1.3 billion, or 58.0%, of our debt, excluding our line of credit and capital and financing lease obligations, either has fixed rates or variable rates that are subject to swap agreements. As of June 30, 2013, $673.3 million, or 29.9%, of our debt, excluding our line of credit and capital and financing lease obligations, is subject to cap agreements. The remaining $272.7 million, or 12.1%, of our debt is variable rate debt, not subject to any cap or swap agreements. A change in interest rates would have impacted our interest expense related to all outstanding variable rate debt, excluding our line of credit and capital and financing lease obligations, as follows (after consideration of hedging instruments currently in place): a 100 basis point increase in interest rates would have an impact of $9.3 million, a 500 basis point increase in interest rates would have an impact of $46.5 million and a 1,000 basis point increase in interest rates would have an impact of $60.6 million.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of June 30, 2013, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information contained in Note 9 to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by this reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 6. Exhibits

See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.

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SIGNATURES

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, thereunto duly authorized.


BROOKDALE SENIOR LIVING INC.
(Registrant)


By:	/s/ Mark W. Ohlendorf
Name:		Mark W. Ohlendorf
Title:		President and Chief Financial Officer
		(Principal Financial and Accounting Officer)
Date:		August 9, 2013

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EXHIBIT INDEX


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 26, 2010).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 3, 2012).
4.1		Form of Certificate for common stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) (No. 333-127372) filed on November 7, 2005).
4.2		Stockholders Agreement, dated as of November 28, 2005, by and among Brookdale Senior Living Inc., FIT-ALT Investor LLC, Fortress Brookdale Acquisition LLC, Fortress Investment Trust II and Health Partners (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on March 31, 2006).
4.3		Amendment No. 1 to Stockholders Agreement, dated as of July 25, 2006, by and among Brookdale Senior Living Inc., FIT-ALT Investor LLC, Fortress Registered Investment Trust, Fortress Brookdale Investment Fund LLC, FRIT Holdings LLC, and FIT Holdings LLC (incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q filed on August 14, 2006).
4.4		Amendment Number Two to Stockholders Agreement, dated as of November 4, 2009 (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q filed on November 4, 2009).
4.5		Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 14, 2011).
4.6		Supplemental Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 14, 2011).
4.7		Form of 2.75% Convertible Senior Note due 2018 (included as part of Exhibit 4.6).
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.