Brookdale Senior Living (BKD) 8-K Brookdale Announces First Quarter 2012 Results

Brookdale Senior Living Inc.

Corporate Overview - selected financial information

As of March 31, 2012

Corporate Overview

Brookdale Senior Living Inc. ("BKD") is a leading owner and operator of senior living communities throughout the United States.  The Company is committed to providing an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents.  As of March 31, 2012, the Company operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with 646 communities in 35 states and the ability to serve approximately 67,000 residents.

Stock Listing

Common Stock

NYSE: BKD

Community Information

Ownership Type	Number of Facilities		Number of Units		Percentage of Q1 2012 Revenues			Percentage of Q1 2012 Facility Operating Income
Owned		209		22,085		39.0	%		40.2	%
Leased		341		26,699		48.3	%		55.9	%
Managed		96		18,203		12.7	%		3.9	%
Total		646		66,987		100.0	%		100.0	%
Operating Type
Retirement Centers		76		14,547		20.3	%		26.4	%
Assisted Living		434		21,678		40.4	%		46.6	%
CCRCs		40		12,559	��	26.6	%		23.1	%
Managed		96		18,203		12.7	%		3.9	%
Total		646		66,987		100.0	%		100.0	%

CFFO Per Share

($ except where indicated)	FY 2011										FY 2012
		Q1		Q2		Q3		Q4	Full Year(1)			Q1
Reported CFFO	$	0.51	$	0.51	$	0.49	$	0.47	$	1.98	$	0.45
Add: integration and transaction-related costs		-		0.01		0.05		0.07	$	0.13		0.03
Adjusted CFFO	$	0.51	$	0.52	$	0.54	$	0.54	$	2.11	$	0.48
Weighted average shares (000's)		120,792		121,280		121,616		120,951				121,145
Period end outstanding shares (excluding unvested restricted shares) (000's)		120,835		121,973		120,911		121,133				121,197
(1) Full year CFFO for all periods is calculated as the sum of the quarterly amounts for the year.

Investor Relations

Ross Roadman

SVP, Investor Relations

Brookdale Senior Living Inc.

111 Westwood Place, Suite 400

Brentwood, TN 37027

Phone (615) 564-8104

rroadman@brookdaleliving.com

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

Brookdale Senior Living Inc.

Operating Segment Information

As of March 31, 2012

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

	FY 2011															FY 2012
		Q1			Q2			Q3			Q4		Full Year				Q1
Retirement Centers
Number of communities (period end)		75			74			76			76			76			76
Total average units(1)		14,104			14,050			14,131			14,468			14,188			14,452
Weighted average unit occupancy		87.3	%		87.3	%		88.4	%		88.9	%		88.0	%		88.8	%
Average monthly revenue per unit(2)	$	3,482		$	3,501		$	3,524		$	3,544		$	3,513		$	3,609
Assisted Living
Number of communities (period end)		428			428			433			434			434			434
Total average units(1)		21,295			21,145			21,265			21,589			21,323			21,635
Weighted average unit occupancy		88.2	%		87.4	%		88.4	%		88.7	%		88.2	%		88.5	%
Average monthly revenue per unit(2)	$	4,705		$	4,722		$	4,717		$	4,703		$	4,712		$	4,813
CCRCs
Number of communities (period end)		36			36			40			40			40			40
Total average units(1)		11,211			11,212			11,395			11,785			11,401			11,797
Weighted average unit occupancy		85.3	%		84.4	%		84.4	%		84.9	%		84.8	%		85.3	%
Average monthly revenue per unit(2)	$	5,873		$	5,874		$	5,906		$	5,705		$	5,838		$	5,810
Consolidated Totals
Number of communities (period end)		539			538			549			550			550			550
Total average units(1)		46,610			46,407			46,791			47,842			46,912			47,884
Weighted average unit occupancy		87.2	%		86.6	%		87.4	%		87.8	%		87.3	%		87.8	%
Average monthly revenue per unit(2)	$	4,609		$	4,620		$	4,632		$	4,587		$	4,612		$	4,684
Management Services - Total
Number of communities (period end)		19			19			98			97			97			96
Total average units(1)		3,784			3,785			8,649			18,328			8,636			18,253
Weighted average occupancy		84.7	%		84.8	%		84.3	%		84.4	%		84.5	%		84.3	%
Average monthly revenue per unit(2)	$	3,778		$	3,836		$	3,484		$	3,344		$	3,480		$	3,373

(1)	Total average units operated represent the average units operated during the period, excluding equity homes.
(2)	Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees, divided by average occupied units.

Brookdale Senior Living Inc.

Same Community, Capital Expenditure and ISC Information

As of March 31, 2012

Same Community Information

($ in 000s, except Avg. Mo. Revenue/Unit)

	Three Months Ended March 31,
	2012			2011			% Change
Revenue	$	557,295		$	546,026			2.1	%
Operating Expense		374,530			358,700			4.4	%
Facility Operating Income	$	182,765		$	187,326			-2.4	%
Facility Operating Margin		32.8	%		34.3	%		-1.5	%
# Communities		532			532
Avg. Period Occupancy		87.9	%		87.4	%		0.5	%
Avg. Mo. Revenue/Unit	$	4,661		$	4,594			1.5	%

Schedule of Capital Expenditures

($ in 000s)

	Three Months Ended March 31,
	2012			2011
Type
Recurring	$	8,564		$	7,882
Reimbursements		(500	)		(825	)
Net Recurring		8,064			7,057
Corporate (1)		6,705			4,354
EBITDA-enhancing / Major Projects (2)		13,673			10,423
Program Max / Development, net (3)		13,091			6,755
Net Total Capital Expenditures (4)	$	41,533		$	28,589

(1)  Corporate includes home health acquisitions, capital expenditures for information technology systems and equipment and expenditures supporting the expansion of our support platform and ancillary services programs.

(2)  Includes EBITDA-enhancing projects (primarily community renovations and apartment upgrades) and other major building infrastructure projects.

(3)  Includes community expansions and major repositioning or upgrade projects.  Also includes de novo community developments. Amounts shown are amounts invested, net of third party lender or lessor funding received of $0.4 million for the three months ended March 31, 2012.  No lender or lessor funding was received for the three months ended March 31, 2011.

(4)  Approximately $11.4 million and $9.5 million of expense was recognized during the three months ended March 31, 2012 and 2011, respectively, for normal repairs and maintenance and capital spend under $1,500 per invoice, except for unit turnovers.

Information on Ancillary Services
	Three Months Ended March 31,
	2012		2011
Brookdale Units Served:
Therapy		42,558		38,459
Therapy consolidated		35,909		35,428
Home Health		37,390		30,365
Home Health consolidated		32,655		27,277
Avg. Mo. NOI/Occupied Unit Served:
Outpatient Therapy and Home Health Only	$	110	$	156

Brookdale Senior Living Inc.

Capital Structure - selected financial information

As of March 31, 2012

($ in 000s)

Debt Maturities and Scheduled Principal Repayments

	Initial Maturities
	Mortgage		weighted			Line of		weighted			Mort. Debt		weighted			Capital		weighted			Total
	Debt (1)		rate (2)			Credit		rate (2)			& Line		rate (2)			Leases		rate (2)			Debt
2012	$	21,919		3.65	%	$	-		-		$	21,919		3.65	%	$	19,684		8.38	%	$	41,603
2013		511,954		3.53	%		-		-			511,954		3.53	%		29,468		8.40	%		541,422
2014		164,007		5.82	%		-		-			164,007		5.82	%		31,259		8.44	%		195,266
2015		38,593		5.64	%		-		-			38,593		5.64	%		32,909		8.48	%		71,502
2016		33,895		5.16	%		85,000		6.50	%		118,895		6.12	%		30,308		8.60	%		149,203
Thereafter		1,393,231		4.19	%		-		-			1,393,231		4.19	%		199,015		8.72	%		1,592,246
Total	$	2,163,599		4.19	%	$	85,000		6.50	%	$	2,248,599		4.28	%	$	342,643		8.62	%	$	2,591,242
	Final Maturities (3)
	Mortgage		weighted			Line of		weighted			Mort. Debt		weighted			Capital		weighted			Total
	Debt (1)		rate (2)			Credit		rate (2)			& Line		rate (2)			Leases		rate (2)			Debt
2012	$	21,919		3.65	%	$	-		-		$	21,919		3.65	%	$	19,684		8.38	%	$	41,603
2013		305,926		3.02	%		-		-			305,926		3.02	%		29,468		8.40	%		335,394
2014		24,952		5.68	%		-		-			24,952		5.68	%		31,259		8.44	%		56,211
2015		179,918		5.76	%		-		-			179,918		5.76	%		32,909		8.48	%		212,827
2016		35,287		5.08	%		85,000		6.50	%		120,287		6.08	%		30,308		8.60	%		150,595
Thereafter		1,595,597		4.21	%		-		-			1,595,597		4.21	%		199,015		8.72	%		1,794,612
Total	$	2,163,599		4.19	%	$	85,000		6.50	%	$	2,248,599		4.28	%	$	342,643		8.62	%	$	2,591,242

Coverage Ratios

	Three months ended March 31, 2012
							Interest/Cash Lease
	Units		FOI		Adj. FOI **		Payments		Coverage
Owned communities		22,085		82,698		67,423		24,340		2.8	x
Leased communities *		26,699		114,939		96,102		78,693		1.2	x

*  The leased communities include the capital leases.

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

Debt Amortization

		Three months ended March 31,
		2012	2011
Scheduled debt amortization	$	11,596	$	7,292
Lease financing debt amortization - FMV or no purchase option(4)		2,929		2,533
Lease financing debt amortization - bargain purchase option		3,442		3,054
Total debt amortization	$	17,967	$	12,879

Line Availability

($000s)	12/31/10		03/31/11		06/30/11		09/30/11		12/31/11		03/31/12
Total line commitment	$	120,000	$	230,000	$	230,000	$	230,000	$	230,000	$	230,000
Line availability (7)	$	113,025	$	182,053	$	172,105	$	162,057	$	194,165	$	199,786
Ending line balance		-		-		-		35,000		65,000		85,000
Available to draw	$	113,025	$	182,053	$	172,105	$	127,057	$	129,165	$	114,786
Cash and cash equivalents		81,827		36,732		40,126		39,195		30,836		42,113
Total liquidity (available to draw + cash)	$	194,852	$	218,785	$	212,231	$	166,252	$	160,001	$	156,899
Total letters of credit outstanding	$	72,012	$	71,878	$	72,051	$	71,785	$	78,104	$	77,754

Leverage Ratios
				Annualized
	Balance			Leverage
Debt (1)	$	2,163,599
Capital leases		342,643
Total Debt	$	2,506,242		6.5	x
Plus: Line of credit (cash borrowings)		85,000
Less: Unrestricted cash		(42,113	)
Less: Cash held as collateral against existing debt		(3,869	)
Subtotal	$	2,545,260		6.6	x
2012 YTD annualized Adjusted EBITDA	$	386,444
Annual cash lease expense multiplied by 8		2,268,672
Total adjusted debt	$	4,813,932		7.2	x
2012 YTD annualized Adjusted EBITDAR	$	670,028

Debt Structure
			weighted
	Balance		rate (2)
Fixed rate debt (1)	$	1,494,049		4.96	%
Variable rate debt (1)		669,550		2.48	%
Capital leases		342,643		8.62	%
Line of credit (cash borrowings)		85,000		6.50	%
Total debt	$	2,591,242
	Balance		% of total
Variable rate debt with interest rate swaps (1) (5)	$	27,660		4.1	%
Variable rate debt with interest rate caps (1) (6)		410,263		61.3	%
Variable rate debt - unhedged (1)		231,627		34.6	%
Total variable rate debt (1)	$	669,550		100.0	%

(1) Includes mortgage debt, bond and discount mortgage backed security financing and convertible notes, but excludes capital leases and line of credit.

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

(3) Assumes extension options are exercised.

(4) Payments are included in CFFO.

(5) Weighted swap rate for stated reporting period is 5.49%.

(6) Weighted cap rate for stated reporting period of 5.49% is materially above current market rates, therefore caps have no impact on consolidated interest expense for given period.

(7) The actual amount available to borrow under the line may vary from time to time as it is based on borrowing base calculations related to the value and performance of the communities securing the facility.

 Brookdale Senior Living Inc.

 Selected Data - 2011 Convertible Debt Issuance

 As of March 31, 2012

 ($ in 000's)

Issuance Proceeds:
Face Amount of Notes	316,250
Total Issuance Costs	(7,949)	See detail below.
Purchase of Hedge	(77,007)	The net cost of the bond hedge is $31,941.
Sale of Warrants	45,066	This net amount will reduce equity resulting from the issuance.
Net Cash Proceeds	276,360
Issuance Costs:
Notes Payable	5,944
Equity Component	2,005
	7,949
Initial GAAP Recording:
Cash Proceeds	276,360
Deferred Financing Costs	5,944
	282,304
Notes Payable	237,444		Face amount discounted using effective 7.5% interest rate.
Paid In Capital	44,860		See detail below.
	282,304
Change In Equity:
Imbedded Conversion Option	78,806
Purchase of Hedge	(77,007)
Sale of Warrants	45,066
Equity Issuance Costs	(2,005)
	44,860

Balance Sheet Balances					Interest Expense Amounts
	Notes		Deferred		Period	GAAP		Cash
As of	Liability		Fin. Costs		Ending	Interest		Interest
Closing		237,444		5,944
31-Dec-2011		241,899		5,519	6 Mo. 12/2011		9,214		4,759
31-Dec-2012		251,314		4,670	Year 12/2012		18,112		8,697
31-Dec-2013		261,445		3,821	Year 12/2013		18,828		8,697
31-Dec-2014		272,347		2,972	Year 12/2014		19,599		8,697
31-Dec-2015		284,079		2,123	Year 12/2015		20,429		8,697
31-Dec-2016		296,704		1,274	Year 12/2016		21,322		8,697
31-Dec-2017		310,290		424	Year 12/2017		22,283		8,697
15-Jun-2018		316,250		-	6 Mo. 6/2018		9,946		3,986

Brookdale Senior Living Inc.

CFFO Reconciliation

As of March 31, 2012

CFFO Calculation
($ in 000s)
	Three Months Ended March 31,
	2012			2011
Net cash provided by operating activities (includes non-refundable entrance fees)	$	45,693		$	92,666
Changes in operating assets and liabilities (eliminates cash flow effect)		18,977			(20,387	)
Add: Refundable entrance fees received		7,989			6,080
Less:  First generation entrance fees received		-			(2,729	)
Less: Entrance fee refunds disbursed		(8,102	)		(4,930	)
Less: Recurring capital expenditures, net		(8,064	)		(7,057	)
Less: Lease financing debt amortization with fair market value or no purchase options		(2,929	)		(2,533	)
Less: Distributions from unconsolidated ventures from cumulative share of net earnings		(206	)		-
Add: CFFO from unconsolidated ventures		1,228			641
Cash From Facility Operations	$	54,586		$	61,751
Add: Integration and transaction-related costs		3,904			-
Adjusted Cash From Facility Operations	$	58,490		$	61,751

Revenue Reconciliation (1)
($ in 000s except average monthly revenue per quarter)	FY 2011															FY 2012
		Q1			Q2			Q3			Q4		Full Year				Q1
Revenue reconciliation excl. entrance fee amortization
Average monthly revenue per quarter		4,609			4,620			4,632			4,587			4,612			4,684
Average monthly units (excluding equity homes) available		46,634			46,433			46,822			47,848			46,908			47,860
Average occupancy for the quarter		87.2	%		86.6	%		87.4	%		87.8	%		87.3	%		87.8	%
Resident fee revenue	$	562,273		$	557,319		$	568,660		$	578,104		$	2,266,356		$	590,483
Add:  management fee revenue		1,405			1,505			3,336			7,349			13,595			7,924
Total revenues excluding entrance fee amortization	$	563,678		$	558,824		$	571,996		$	585,453		$	2,279,951		$	598,407
CFFO Reconciliation to the Income Statement
Resident and management fee revenue	$	569,440		$	565,428		$	578,495		$	591,989		$	2,305,352		$	604,810
Less: Entrance fee amortization		(5,762	)		(6,604	)		(6,499	)		(6,536	)		(25,401	)		(6,403	)
Adjusted revenues		563,678			558,824			571,996			585,453			2,279,951			598,407
Less: Facility operating expenses		(370,954	)		(366,242	)		(381,414	)		(389,961	)		(1,508,571	)		(399,249	)
Less: G&A including non-cash stock-based compensation expense		(33,543	)		(33,681	)		(38,711	)		(42,392	)		(148,327	)		(44,973	)
Add:  G&A non-cash stock-based compensation expense		4,540			4,555			5,221			5,540			19,856			6,435
Net G&A		(29,003	)		(29,126	)		(33,490	)		(36,852	)		(128,471	)		(38,538	)
Less: Facility lease expense		(66,315	)		(66,065	)		(68,314	)		(74,164	)		(274,858	)		(71,445	)
Add:  Straight-line lease expense		1,726			1,456			1,834			3,592			8,608			1,642
Less: Amortization of deferred gain		(1,093	)		(1,093	)		(1,094	)		(1,093	)		(4,373	)		(1,093	)
Net lease expense		(65,682	)		(65,702	)		(67,574	)		(71,665	)		(270,623	)		(70,896	)
Add:  Entrance fee receipts		9,712			12,454			15,726			17,480			55,372			14,989
Less: Entrance fee disbursements		(4,930	)		(6,481	)		(5,475	)		(8,107	)		(24,993	)		(8,102	)
Net entrance fees		4,782			5,973			10,251			9,373			30,379			6,887
Adjusted EBITDA		102,821			103,727			99,769			96,348			402,665			96,611
Less: Recurring capital expenditures, net		(7,057	)		(9,268	)		(8,675	)		(8,661	)		(33,661	)		(8,064	)
Less: Interest expense, net		(30,936	)		(29,900	)		(29,262	)		(31,237	)		(121,335	)		(31,198	)
Less: Lease financing debt amortization with fair market value or no purchase options		(2,533	)		(2,587	)		(2,645	)		(2,700	)		(10,465	)		(2,929	)
Less: Distributions from unconsolidated ventures from cumulative share of net earnings		-			-			-			(582	)		(582	)		(206	)
Add:  CFFO from unconsolidated ventures		641			661			738			1,249			3,289			1,228
Less: Other		(1,185	)		(1,328	)		196			2,329			12			(856	)
Reported CFFO	$	61,751		$	61,305		$	60,121		$	56,746		$	239,923		$	54,586
Add:  integration and transaction-related costs		-			894			5,468			8,026			14,388			3,904
Adjusted CFFO	$	61,751		$	62,199		$	65,589		$	64,772		$	254,311		$	58,490
CFFO Per Share
($ except where indicated)	FY 2011															FY 2012
		Q1			Q2			Q3			Q4		Full Year(2)				Q1
Reported CFFO	$	0.51		$	0.51		$	0.49		$	0.47		$	1.98		$	0.45
Add:  integration and transaction-related costs		-			0.01			0.05			0.07			0.13			0.03
Adjusted CFFO	$	0.51		$	0.52		$	0.54		$	0.54		$	2.11		$	0.48
Shares used in calculation of CFFO (000's)		120,792			121,280			121,616			120,951						121,145

(1) Revenue excludes reimbursed costs incurred on behalf of managed communities.

(2) Full year CFFO for all periods is calculated as the sum of the quarterly amounts for the year.

Note:  CFFO is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for any GAAP financial measure.  CFFO is not a measure of financial performance under GAAP.  We strongly urge you to review the reconciliation of CFFO to GAAP net cash provided by operating activities, along with our consolidated financial statements, included in the accompanying earnings release.

Brookdale Senior Living Inc.

Quarterly Entry Fee Information

As of March 31, 2012

	Q1 11		Q2 11		Q3 11		Q4 11		Q1 12
Occupancy	82.6	%	82.3	%	82.0	%	82.9	%	83.4	%
Ending # EF Vacant Units	594		620		621		616		658
# Closings	53		73		88		85		94
# of Refunds	69		72		73		75		92
Cash Basis ($ in 000's except average resale and refund)
Resale Receipts:
Proceeds from non-refundable entrance fees (1)(2)	4,918		8,305		9,360		8,387		7,000
Proceeds from refundable entrance fees (2)(3)	4,794		4,149		6,366		9,093		7,989
Total Cash Proceeds	9,712		12,454		15,726		17,480		14,989
Refunds of entrance fees (4)(5)	(4,930	)	(6,481	)	(5,475	)	(8,107	)	(8,102	)
Net Resale Cash Flow	4,782		5,973		10,251		9,373		6,887
My Choice proceeds included in refundable resale receipts above	1,144		1,591		2,264		3,994		2,363
Average Resale $ (excluding My Choice proceeds)	161,660		148,808		152,977		158,659		134,319
Average Refund $ (excluding My Choice refunds)	(70,058	)	(81,681	)	(71,863	)	(98,040	)	(84,283	)

Value of Unsold Inventory ($ in 000's except average resale price)
Gross Value @ Average Resale Price of $155,000	101,990
Refund Attachments	(11,401	)
Net Cash Value	90,589

Income Statement Impact ($ in 000's)
On BKD's income statement, non-refundable entrance fees are amortized into revenue based on the unamortized balance per contract divided by the actuarial life of the resident. The following are the non-cash amortized non-refundable entrance fees for each quarter:
	Q1 11		Q2 11		Q3 11		Q4 11		Q1 12
Amortization of entrance fees (incl. gains on terminations) (6)	(5,204	)	(6,022	)	(5,890	)	(5,869	)	(6,403	)

Principles of Entry Fee Accounting

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

Notes:

(1) From Statement of Cash Flows (Operating Activities section) with line description: Proceeds from deferred entrance fee revenue.

(2) Excludes first generation entrance fees received from the sale of units at a recently opened entrance fee CCRC prior to stabilization.  We determine the stabilization date of recently opened entrance fee communities to be the first day of the first full fiscal quarter occurring two years subsequent to the community's opening date for occupancy of all levels of care on the campus.  Stabilization was achieved at a recently opened entrance fee CCRC in Q1 2012.

(3) From Statement of Cash Flows (Financing Activities section) with line description: Proceeds from refundable entrance fees (which includes My Choice proceeds).

(4) From Statement of Cash Flows (Financing Activities section) with line description: Refunds of entrance fees.

(5) Excludes first generation entrance fee refunds not replaced by second generation entrance fee receipts at a recently opened entrance fee CCRC prior to stabilization ($0.8 million for the three months ended December 31, 2011).

(6) Excludes first generation entrance fee amortization prior to stabilization (Note 2).

Brookdale Senior Living Inc.

Quarterly Cash Flow Statements

As of March 31, 2012

($ in 000s)

Cash Flow Statements
		Q1 2011			Q2 2011			Q3 2011			Q4 2011		FY 2011				Q1 2012
Cash Flows from Operating Activities
Net loss	$	(12,305	)	$	(33,959	)	$	(7,036	)	$	(14,875	)		(68,175	)	$	(10,338	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on extinguishment of debt		2,894			15,254			715			-			18,863			221
Depreciation and amortization		74,486			72,587			68,381			66,479			281,933			67,817
Asset impairment		14,846			-			-			2,046			16,892			1,083
Equity in (earnings) loss of unconsolidated ventures		(266	)		(146	)		117			(1,137	)		(1,432	)		(99	)
Distributions from unconsolidated ventures from cumulative share of net earnings		-			-			700			582			1,282			206
Amortization of deferred gain		(1,093	)		(1,093	)		(1,094	)		(1,093	)		(4,373	)		(1,093	)
Amortization of entrance fees		(5,762	)		(6,604	)		(6,499	)		(6,536	)		(25,401	)		(6,403	)
Proceeds from deferred entrance fee revenue		6,361			9,299			10,815			11,903			38,378			7,000
Deferred income tax (benefit) provision		(11,841	)		11,841			-			943			943			(4	)
Change in deferred lease liability		1,726			1,456			1,824			3,602			8,608			1,642
Change in fair value of derivatives and amortization		8			2,635			1,508			(273	)		3,878			233
(Gain) loss on sale of assets		(1,315	)		-			135			-			(1,180	)		114
(Gain) loss on acquisition		-			-			(3,520	)		1,538			(1,982	)		636
Gain on facility lease termination		-			-			-			-			-			(2,780	)
Lessor cash reimbursement for tenant incentive		-			-			-			1,251			1,251			-
Non-cash stock-based compensation		4,540			4,555			5,221			5,540			19,856			6,435
Changes in operating assets and liabilities:
Accounts receivable, net		(105	)		1,728			(3,998	)		(2,992	)		(5,367	)		(5,317	)
Prepaid expenses and other assets, net		460			1,477			(11,425	)		(13,446	)		(22,934	)		(1,681	)
Accounts payable and accrued expenses		8,453			(7,136	)		1,509			10,895			13,721			(23,705	)
Tenant refundable fees and security deposits		310			(287	)		(1,964	)		(245	)		(2,186	)		(442	)
Deferred revenue		11,269			(6,921	)		(739	)		(7,757	)		(4,148	)		12,168
Net cash provided by operating activities		92,666			64,686			54,650			56,425			268,427			45,693
Cash Flows from Investing Activities
Decrease (increase) in lease security deposits and lease acquisition deposits, net		941			(1,313	)		(1,219	)		(1,497	)		(3,088	)		(2,217	)
Decrease (increase) in cash and escrow deposits — restricted		54,455			3,841			(2,052	)		(68	)		56,176			8,442
Purchase of marketable securities — restricted		(26,409	)		(6,315	)		-			-			(32,724	)		(399	)
Sale of marketable securities — restricted		809			608			(2	)		16			1,431			-
Additions to property, plant and equipment and leasehold intangibles, net of related payables		(28,589	)		(39,340	)		(46,659	)		(45,543	)		(160,131	)		(41,533	)
Acquisition of assets, net of related payables and cash received		(51,330	)		(3,178	)		(89	)		(34,085	)		(88,682	)		(104,984	)
Purchase of Horizon Bay Realty, L.L.C., net of cash acquired		-			-			5,516			-			5,516			-
Payment on (issuance of) notes receivable, net		403			-			1,271			(190	)		1,484			(439	)
Investment in unconsolidated ventures		-			-			(13,711	)		(279	)		(13,990	)		-
Distributions received from unconsolidated ventures		60			56			40			50			206			100
Net proceeds from sale of assets		23,147			5,885			1,785			-			30,817			-
Other		(164	)		(304	)		(353	)		(93	)		(914	)		(362	)
Net cash (used in) provided by investing activities		(26,677	)		(40,060	)		(55,473	)		(81,689	)		(203,899	)		(141,392	)
Cash Flows from Financing Activities
Proceeds from debt		28,000			2,417			447,108			5,144			482,669			175,838
Proceeds from issuance of convertible notes, net		-			308,335			(102	)		(21	)		308,212			-
Issuance of warrants		-			45,066			-			-			45,066			-
Purchase of bond hedge		-			(77,007	)		-			-			(77,007	)		-
Repayment of debt and capital lease obligations		(134,550	)		(283,626	)		(461,397	)		(18,992	)		(898,565	)		(86,068	)
Proceeds from line of credit		40,000			15,000			65,000			105,000			225,000			130,000
Repayment of line of credit		(40,000	)		(15,000	)		(30,000	)		(75,000	)		(160,000	)		(110,000	)
Payment of financing costs, net of related payables		(2,575	)		(910	)		(4,685	)		(542	)		(8,712	)		(2,378	)
Other		(184	)		(148	)		(122	)		(833	)		(1,287	)		(86	)
Refundable entrance fees:
Proceeds from refundable entrance fees		6,080			5,310			7,204			11,017			29,611			7,989
Refunds of entrance fees		(4,930	)		(6,481	)		(5,475	)		(8,868	)		(25,754	)		(8,102	)
Cash portion of loss on extinguishment of debt		(2,861	)		(14,153	)		(26	)		-			(17,040	)		(118	)
Recouponing and payment of swap termination		(64	)		(35	)		-			-			(99	)		(99	)
Purchase of treasury stock		-			-			(17,613	)		-			(17,613	)		-
Net cash provided by (used in) financing activities		(111,084	)		(21,232	)		(108	)		16,905			(115,519	)		106,976
Net (decrease) increase in cash and cash equivalents		(45,095	)		3,394			(931	)		(8,359	)		(50,991	)		11,277
Cash and cash equivalents at beginning of period		81,827			36,732			40,126			39,195			81,827			30,836
Cash and cash equivalents at end of period	$	36,732		$	40,126		$	39,195		$	30,836		$	30,836		$	42,113