UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

___X___  Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the fiscal year ended December 31, 2003
         Commission file number   01-13031

                         American Retirement Corporation
                         -------------------------------
             (Exact Name of Registrant as Specified in its Charter)

Tennessee                                                   62-1674303
- ---------                                                   ----------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

111 Westwood Place, Suite 200, Brentwood, TN                  37027
- --------------------------------------------                  -----
(Address of Principal Executive Offices)                    (Zip Code)

Registrant's Telephone Number, Including Area Code:  (615) 221-2250

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                   Name of Each Exchange on Which Registered
- -------------------                   -----------------------------------------
Common Stock, par value $.01 per share                  NYSE
Series A Preferred Stock Purchase Rights                NYSE

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

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 _X_ No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ____

Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes ___ No _X_

The aggregate market value of common stock held by non-affiliates of the
registrant as of June 30, 2003, the last business day of the registrant's most
recently completed second fiscal quarter, was approximately $39.3 million. The
market value calculation was determined using a per share price of $2.10, the
price at which the common stock was last sold on the New York Stock Exchange on
such date. For purposes of this calculation, shares held by non-affiliates
excludes only those shares beneficially owned by officers, directors, and
shareholders owning 10% or more of the outstanding common stock (and, in each
case, their immediate family members and affiliates).

As of March 5, 2004, 21,827,264 shares of the registrant's common stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for use in connection with the
Annual Meeting of Shareholders to be held on May 19, 2004 are incorporated by
reference into Part III, items 10, 11, 12, 13 and 14 of this Form 10-K.









                                    CONTENTS:
                                                                                                        Page
PART I
                                                                                                    
Item 1.    Business                                                                                       3
Item 2.    Properties                                                                                    15
Item 3.    Legal Proceedings                                                                             18
Item 4.    Submission of Matters to a Vote of Security Holders                                           18

PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters                         18
Item 6.    Selected Financial Data                                                                       18
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations         20
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk                                    45
Item 8.    Financial Statements and Supplementary Data                                                   46
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure          75
Item 9A.   Controls and Procedures                                                                       75

PART III

Item 10.   Directors and Executive Officers of the Registrant                                            76
Item 11.   Executive Compensation                                                                        76
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
           Matters                                                                                       76
Item 13.   Certain Relationships and Related Transactions                                                76
Item 14.   Principal Accountant Fees and Services                                                        76

PART IV

Item 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K                              77





                                       2



                                     PART I

Item 1.  Business

The Company

American Retirement Corporation (collectively with its wholly-owned and majority
owned subsidiaries, the "Company"), established in 1978, is one of the ten
largest operators of senior living communities in the United States. The Company
is a senior living and health care services provider offering a broad range of
care and services to seniors, including independent living, assisted living,
skilled nursing and therapy services. The senior living industry is a growing
and highly fragmented industry. The Company believes it is one of the few
national operators providing a range of service offerings and price levels
across multiple communities. The Company currently operates 65 senior living
communities in 14 states, with an aggregate unit capacity of approximately
12,900 units and resident capacity of approximately 14,500. The Company owns 19
communities, leases 41 communities, and manages five communities pursuant to
management agreements.

The Company believes it is a leading operator of independent living communities,
continuing care retirement communities ("CCRCs"), and free-standing assisted
living communities ("Free-standing ALs"). The Company has also developed
specialized care programs for residents with Alzheimer's and other forms of
dementia and provides therapy services to many of its residents. The Company's
operating philosophy was inspired by the vision of its founders, Dr. Thomas F.
Frist, Sr. and Jack C. Massey, to enhance the lives of seniors by striving to
provide the highest quality of care and services in well-operated communities
designed to improve and protect the quality of life, independence, personal
freedom, privacy, spirit, and dignity of its residents.

Operating Segments

The Company operates in three distinct business segments: Retirement
Centers, Free-standing ALs, and Management Services.

Retirement Centers - The Company operates large CCRCs and independent living
communities ("Retirement Centers") that provide an array of services, including
independent living, assisted living, Alzheimer's and skilled nursing care.
Retirement Centers are large, often campus style or high-rise settings with an
average unit capacity of approximately 300 units. These communities generally
maintain high and consistent occupancy levels, many with waiting lists of
prospective residents. The Company's Retirement Centers are the largest segment
of the Company's business and comprise 27 of the 65 communities that the Company
operates, with unit capacity of approximately 8,100, representing approximately
63% of the total unit capacity of the Company's communities. At both December
31, 2003 and 2002, the Company's Retirement Centers had an occupancy rate of
94%.

Free-standing ALs - The Company's Free-standing ALs provide specialized assisted
living care to residents in a comfortable residential atmosphere. Most of the
Free-standing ALs provide specialized care such as Alzheimer's, memory
enhancement and other dementia programs. These communities are designed to
provide care in a home-like setting, which the Company believes residents prefer
as opposed to the more clinical or institutional settings offered by some other
providers. Free-standing ALs are much smaller than Retirement Centers and have
an average unit capacity of 91 units. At each of its Free-standing ALs, the
Company provides personalized care plans for each resident, extensive activity
programs, and access to therapy or other services as needed. Most of the
Company's Free-standing ALs were developed and opened during 1999 and 2000, in
response to the emergence of the assisted living segment of the senior living
industry in the mid-1990s. While the assisted living segment of the industry has
grown rapidly during the past decade, it has also suffered from adverse market
conditions, including significant overdevelopment and overcapacity in most
markets, resulting in longer than anticipated fill-up periods, price discounting
and price pressures. The adverse overcapacity conditions and price pressures
improved in many markets during 2003, and the Company expects these conditions
to continue to improve in 2004 in many markets. The Company operates 33
Free-standing ALs, with unit capacity of approximately 3,000, representing
approximately 23% of the total unit capacity of the Company's communities.
Seventeen of these Free-standing ALs are still in the fill-up stage and have not
yet reached stabilized occupancy levels (i.e., 90% or greater occupancy).
Excluding two communities owned through non-consolidated joint ventures and
three communities which are designated as held-for-sale, the 28 Free-standing
ALs included in this segment had occupancy rates of 84% and 81% at December 31,
2003 and 2002, respectively.


                                       3



Management  Services - The Company also operates five large  Retirement  Centers
owned by others under multi-year management agreements ("Management  Services").
Under its management agreements, the Company receives management fees as well as
reimbursed expense revenues which reimburse associated expenses the Company
incurs on behalf of the owners. Two of these communities are Retirement Center
cooperatives that are owned by their residents, and one of these is a Retirement
Center owned by a not-for-profit sponsor. A fourth Retirement Center is owned by
an  unaffiliated  third party.  The  Company's  remaining  management  agreement
relates to the Freedom Square Retirement Center ("Freedom  Square"),  a 735-unit
entrance  fee  Community,  which the  Company  manages  pursuant  to a long-term
management  contract.  These five  communities have  approximately  1,800 units,
representing  approximately  14% of the total  unit  capacity  of the  Company's
communities.


Operating results from these segments are discussed further in Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Note 19 to the Company's consolidated financial statements.

Care and Services Programs

The Company provides a wide array of senior living and health care services at
its communities, including independent living, assisted living and memory
enhanced services (with special programs and living units for residents with
Alzheimer's and other forms of dementia), skilled nursing services, and therapy
services. By offering a variety of services and involving the active
participation of the resident, resident's family and medical consultants, the
Company is able to customize its service plans to meet the specific needs and
desires of each resident. As a result, the Company believes that it is able to
maximize resident satisfaction and avoid the high cost of delivering all
services to every resident without regard to need, preference, or choice.

Independent Living Services

The Company provides independent living services to seniors who do not yet need
assistance or support with the activities of daily life ("ADLs"), but who prefer
the physical and psychological comfort of a residential community for seniors
that offers health care and other services. Independent living services provided
by the Company include daily meals and dining programs, transportation, social
and recreational activities, laundry, housekeeping, security, and health care
monitoring. The Company employs health care professionals to foster the wellness
of its residents by offering health screenings, ongoing dietary, exercise and
fitness classes, and chronic disease management (such as diabetes with blood
glucose monitoring). Subject to applicable government regulation, personal care
and medical services are available to independent living residents. The
Company's residency agreements with its independent living residents (other than
entrance fee contracts) are generally for a term of one year (terminable by the
resident upon 30 to 60 days written notice), although most residents remain for
many years. The agreements generally provide for increases in billing rates each
year (subject to specified ceilings at certain communities). Residents are also
billed monthly for ancillary services utilized over and above those included in
their recurring monthly service fees. These revenues are generally paid from
private pay sources and are recognized monthly when the services are provided.

Assisted Living and Memory Enhanced Services

Residents who receive the Company's assisted living services generally need
assistance with some or all ADLs, but do not require the more acute medical care
provided in a typical nursing home environment. Upon admission, each assisted
living resident is assessed, in consultation with the resident, the resident's
family and medical consultants, to determine his or her health status, including
functional abilities and need for personal care services. Each resident also
completes a lifestyles assessment to determine the resident's preferences. From
these assessments, a care plan is developed in an effort to ensure that the
specific needs and preferences of each resident are satisfied to the extent
possible. Each resident's care plan is reviewed periodically to determine when a
change in care is needed.


                                       4



The Company has adopted a philosophy of assisted living care with the goal of
allowing a resident to maintain a dignified, independent lifestyle. Residents
and their families are encouraged to be partners in their care and to take as
much responsibility for the resident's well being as possible. The basic types
of assisted living services offered by the Company include:

     --   Personal Care Services - which  include  assistance  with ADLs such as
          ambulation,  bathing,  dressing,  eating, grooming,  personal hygiene,
          monitoring or assistance with medications, and confusion management;

     --   Support  Services  -  such  as  meals,   assistance  with  social  and
          recreational  activities,   laundry  services,  general  housekeeping,
          maintenance services and transportation services; and

     --   Special  Care  Services  -  such  as  the  Company's  "Arbors"  memory
          enhancement  programs  and  other  specialized  services  to care  for
          residents  with   Alzheimer's   and  other  forms  of  dementia  in  a
          comfortable, homelike setting.

The Company maintains programs and special "Arbors" units at most of its
assisted living communities for residents with Alzheimer's and other forms of
dementia. These programs provide the attention, care, and services to help those
residents maintain a higher quality of life. Specialized services include
assistance with activities of daily living, behavior management, and a
lifeskills-based activity program, the goal being to provide a normalized
environment that supports residents' remaining functional abilities. These
special units are located in a separate area of the communities and have their
own dining and lounge facilities, and specially trained staff.

Agreements for the Company's assisted living services are month to month and
provide for annual or other periodic increases to the monthly service fees.
Monthly service fees are based on size of unit selected, additional services
provided, and level of care required. Specialized units for those with
Alzheimer's or other forms of dementia have higher billing rates to cover the
increased staffing and program costs associated with these services. These
revenues, generally from private pay sources, are recognized as revenue on a
monthly basis when the services are provided.

Skilled Nursing

Within its Retirement  Center campuses,  the Company operates  seventeen skilled
nursing centers providing traditional skilled nursing care by registered nurses,
licensed  practical nurses, and certified nursing aides. The Company also offers
a range  of  therapy  rehabilitation  services  in  these  communities.  Therapy
services  are  typically  rendered  immediately  after,  or in  lieu  of,  acute
hospitalization  in order to treat specific  medical  conditions.  The Company's
skilled nursing services are primarily utilized by the Company's independent and
assisted  living  residents  who  occupy  the  skilled  nursing  centers  at the
Company's  Retirement  Centers on a temporary or long-term basis.  However,  the
Company also provides  skilled  nursing  services to those admitted from outside
the Retirement  Center for temporary  stays following  hospitalization  or other
health issues,  some of which also become long-term  residents of the Retirement
Center.  These skilled  nursing  services are provided to the  individuals  on a
daily fee basis,  with additional  charges for specialized  equipment,  therapy,
medications  or medical  supplies in many  cases.  These  services  are paid for
primarily  by private  pay  sources,  long-term  care  insurance,  and under the
Medicare,  and in  some  cases  Medicaid,  programs.  Daily  rates  are  revised
periodically  in response to cost  changes  and market  conditions.  These daily
revenues are recognized when the services are provided.

Therapy Services

The Company historically contracted with independent third parties to provide
therapy services to its residents. Beginning in 2000, the Company began
administering therapy services itself and greatly expanded its in-house therapy
programs. The Company currently provides a range of therapy services to its
independent living, assisted living, and skilled nursing residents. The therapy
services provided by the Company include physical, occupational, and speech
therapy services. The Company believes that by providing these in-house therapy
services, it is able to maintain a consistent, high level of care to its
residents, provide a closer relationship between the therapist and the resident,
and provide many continuing education opportunities for residents and their
families through health fairs, seminars, and other consultative interactions. In
addition, programs focused on wellness and physical fitness allow residents to
maintain maximum independence. These services may be reimbursed under Medicare
or paid directly by residents from private pay sources and revenues are
recognized as services are provided.


                                       5



Managed Communities

The Company's management agreements with third-parties have terms of three to
twenty years and require the Company to provide a wide range of services. The
Company may be responsible for providing all employees, and all marketing and
operations services at the community. In other agreements, the Company may
provide management personnel only, and more limited services including
assistance with marketing, finance and other operations. In each case, the costs
of owning and operating the community are the responsibility of the owner. In
most cases, the Company receives a monthly fee for its services based either on
a contractually fixed amount or a percentage of revenues or income. The
Company's existing management agreements expire at various times through June
2018, but certain agreements may be canceled by the owner of the community,
without cause, on three to six months' written notice.

Entrance Fee Agreements

Six of the Company's Retirement Centers (four owned, one leased and one managed)
are CCRC's that provide housing and health care services through entrance fee
agreements with residents (the "EF Communities"). In addition, the Company
manages two other Retirement Centers utilizing entrance fees, but does not
receive the economics of the entrance fee sales for these communities. Under
these agreements, residents pay an entrance fee, typically $100,000 to $400,000
or more, upon initial occupancy of a unit. The amount of the entrance fee varies
depending upon the type and size of the dwelling unit selected, the resident's
lifecare benefit election and other variables.

Under the  entrance fee  agreements,  generally a portion of the entrance fee is
refundable  to the resident or the  resident's  estate upon  termination  of the
entrance fee contract. The entrance fee agreements typically contain contractual
provisions  reducing  the  percentage  of the  original  entrance  fee  that  is
refundable  to the  resident  over  time.  In a  relatively short period of time
(generally  two to four years),  the  refundable  portion of the entrance fee is
reduced  to a  fixed  minimum  percentage.  However,  for  accounting  purposes,
entrance  fee revenues are  recognized  over a longer  period based on actuarial
projections.  The  non-refundable  portion of the fee is  recorded  as  deferred
entrance fee income and is amortized into revenue using the straight-line method
over the  estimated  remaining  life  expectancy  of the  resident,  based  upon
actuarial projections.  The refundable amount of the entrance fee is a long-term
liability and is recorded by the Company as refundable portion of entrance fees,
until termination of the agreement.

These entrance fee agreements include limited lifecare benefits which are
typically: (a) a certain number of free days in the community's skilled nursing
center during the resident's lifetime; (b) a discounted rate for such services;
or (c) a combination of the two. The limited lifecare benefit also varies based
upon the extent to which the resident's entrance fee is refundable.

At certain of its EF Communities, the Company offers an entrance fee program
that allows the resident to participate in the appreciation in the value of the
resident's unit (the "Partner Plan"). Under the Partner Plan, the entrance fee
is refundable to the resident or the resident's estate only upon the sale of the
unit to a succeeding resident unless otherwise required by applicable state law.
Typically, Partner Plan residents receive priority access to assisted living and
skilled nursing services, but no discounted or other lifecare benefits. The
resident shares in a specified percentage, typically 50%, of any appreciation in
the entrance fee paid by the succeeding resident. The entrance fees payable
under the Partner Plan are recorded by the Company as refundable entrance fees
and are amortized into revenue using the straight-line method over the remaining
life of the building.

The residents under all of the Company's entrance fee agreements also pay a
monthly service fee, which entitles them to the use of certain amenities and
certain services. As a result of paying an entrance fee upfront, the monthly fee
will be less than fees at a comparable rental community. Residents may also
elect to obtain additional services, which are billed on a monthly basis or as
the services are provided. The Company recognizes these additional fees as
revenue on a monthly basis when these services are provided.


                                       6



Business Operations

Management Structure

Each of the Retirement Centers is managed by an Executive Director, with various
department heads responsible for functional areas such as assisted living,
activities, dining services, maintenance, human resources and finance. Within
the Retirement Centers, healthcare professionals manage the assisted living and
memory enhanced programs, as well as wellness and other programs. For those
communities with health centers providing skilled nursing services, licensed
professionals also manage those services and direct the nursing staff.

Each of the Free-standing ALs is managed by a Residence Manager whose primary
focus is resident care. These communities receive daily administrative central
support for operations, care planning, clinical assessments, quality assurance,
accounting and finance, human resources, dining and maintenance. By providing
strong program management and administrative support from the home office and at
the regional level, the staff at the Free-standing ALs can focus on the care of
the residents and interaction with their families or other caregivers.

The Retirement Centers and Free-standing ALs report to regional operation vice
presidents. These regional vice presidents and their staff regularly visit the
communities, providing inspection of the communities, staff development and
training, financial and program reviews, regulatory and compliance support, and
quality assurance reviews.

The home office  provides  central  support to the communities in various areas,
including  information  technology,  human  resources,   training,   accounting,
finance,  internal audit,  insurance and risk  management,  legal,  development,
sales and marketing,  dining services, therapy services,  operations and program
support,  and  national  purchasing  programs.  Home office  staff also  provide
support for budgeting,  financial analysis and strategic planning.  In addition,
quality  assurance and risk  management  staff review and monitor key safety and
quality measurements, train community staff, and visit communities regularly for
regulatory and other compliance programs.  Human resource programs are developed
for staff training and retention in the communities,  and are implemented by the
home office and regional staff.

The Company  believes  that,  through its regional and home office staff,  it is
able to provide  strong  support  in each  functional  area on a cost  effective
basis, which provides an advantage over many other smaller or local competitors.
In addition, by providing daily administrative support to its Free-standing ALs,
the  company  believes  that its  community  staff are able to stay  focused  on
resident  care and provide a higher level of service to the  residents and their
families.

Marketing

Each community has an on-site marketing director, and additional marketing staff
based on its size. These community based marketing personnel are involved in
daily activities with prospective residents and key referral sources including
current residents and their families. Home office and regional marketing
directors assist each community in developing, implementing and monitoring their
detailed marketing plan. The marketing plans include goals for lead generation,
wait lists, referrals, community outreach, awareness events, prospect follow-up,
and monthly move-ins. Competitive analyses are also updated regularly. Home
office marketing staff provide coordination and monitoring of these marketing
plans, development of pricing strategies and overall marketing plans, assistance
with creative media, collection and analysis of data measuring effectiveness of
promotions, advertising, and lead sources, and selection and training of
regional and community staff. The Company believes that this locally based
marketing approach, coupled with strong regional and central monitoring and
support, provides an advantage over many smaller or regional competitors.

Feedback and Quality Assurance

The Company solicits regular feedback from its residents, their families, and
its employees through various satisfaction surveys. The Company also regularly
performs quality assurance reviews by community, regional and home office staff,
in addition to being subject to surveys and reviews by various local, state and
federal regulatory agencies. The Company believes that each of these activities
provides important feedback, which can be used by management to maintain high
levels of safety and quality, and to continue to look for opportunities to
improve its procedures and programs.


                                       7



Senior Living Industry

The senior living industry is highly  fragmented and  characterized  by numerous
local and regional operators. The Company is one of a limited number of national
competitors that provide a broad range of community  locations and service level
offerings at varying price levels.  The industry has seen significant  growth in
recent years and has been marked by the emergence of the assisted living segment
in the mid-1990s.

The Company  believes  that a number of trends will  contribute to the growth in
the senior living  industry.  The primary  market for senior living  services is
individuals  age 75 and older.  According to U.S. Census data, this group is one
of the fastest growing segments of the United States  population and is expected
to more that double  between the years 2000 and 2030.  The population of seniors
age 85 and over has also increased in recent years,  and is expected to continue
to grow. As a result of these expected  demographic  trends, the Company expects
an increase in the demand for senior living services in future years.

The Company believes the senior living industry has been and will continue to be
impacted by several other trends. The use of long-term care insurance is
increasing among current and future seniors as a means of planning for the costs
of senior living services. In addition, as a result of increased mobility in
society, reduction of average family size, and increased number of two-wage
earner couples, more seniors are looking for alternatives outside the family for
their care. Many seniors have shown an increasing preference for communities
that allow them to "age in place" in a residential setting, which provides them
maximum independence and quality of life in contrast to more institutional or
clinical settings. The emergence of the assisted living segment of the industry
in the mid-1990s is a prime example of this trend.

Competition

The senior living and health care services  industry is highly  competitive  and
the Company  expects  that  providers  within the industry  will  continue to be
competitive  in the future.  During the second half of the 1990s, a large number
of assisted living units were developed across the country, including in many of
the Company's markets.  This additional  capacity increased the time required to
fill assisted  living units in most markets and resulted in significant  pricing
pressures in those markets.  The Company  believes that the primary  competitive
factors  in the senior  living  and  health  care  services  industry  are:  (i)
reputation for and commitment to a high quality of care; (ii) quality of support
services  offered;  (iii)  price  of  services;  (iv)  physical  appearance  and
amenities  associated  with  the  communities;  and (v)  location.  The  Company
competes with other companies  providing  independent  living,  assisted living,
skilled nursing,  and other similar service and care alternatives,  many of whom
may have greater financial resources than the Company.

The senior living industry is highly fragmented and characterized by many local
or regional operators. The Company is one of a limited number of national
competitors that operate a large number of communities in multiple locations,
and that provide a broad range of senior living services at varying price
levels. The Company's size allows it to centralize administrative functions that
give the decentralized managerial operations cost-efficient support. The Company
believes it has a reputation as a leader in the industry and as a provider of
high quality services.

The Company also competes with other health care businesses with respect to
attracting and retaining nurses, technicians, aides, and other high quality
professional and non-professional employees and managers. The market for these
professionals has become very competitive, with resulting pressure on salaries
and compensation levels. However, the Company believes it is able to attract and
retain quality managers through its reputation, culture, organizational
stability, and competitive compensation.

Business Strategy

The Company's business strategy is to provide high-quality services to seniors
at affordable prices, maintain strong competitive positions in each of its
markets, and to enhance the value of its communities by expanding services and
improving operating results. The Company is implementing this business strategy
primarily through the following steps.


                                       8



Improve Community Operating Results:

The primary areas on which the Company is focusing in order to improve its
operating results are:

     --   Free-standing AL occupancy gains and increased  revenue per unit - The
          ----------------------------------------------------------------
          Free-standing  AL segment  occupancy was 84% at December 31, 2003. The
          Company is focusing on increasing  the occupancy in these  communities
          and  completing the fill-up of several of these  communities.  Revenue
          per unit in this  segment  was $3,101  (per  month)  during the fourth
          quarter of 2003,  an increase  of 8.6% over the fourth  quarter of the
          prior  year.  Subject  to market  and other  conditions,  the  Company
          expects  that revenue per unit will  increase  over the next year as a
          result  of  price  increases,   reduced  price  discounting,  and  the
          "mark-to-market"  effect of resident  turnover as residents with lower
          rates are replaced by those paying higher  current  market rates.  The
          Company  expects that  further  occupancy  increases  will not require
          significant  incremental cost increases,  and therefore will result in
          high incremental operating margins.

     --   Increase  Retirement  Center margins - The Company expects to continue
          ------------------------------------
          to improve  operating  results  at its  Retirement  Centers  through a
          combination  of  selling  rate  increases,   increased  revenues  from
          ancillary services (such as therapy services),  incremental  occupancy
          increases and control of operating expenses.  During 2003, the average
          monthly revenue per occupied unit for the Retirement Centers increased
          by 5.1%, driven by increased  ancillary services revenue and increased
          revenue from new residents  paying higher  monthly fees.  Although the
          Retirement  Center  segment  had an overall  occupancy  rate of 94% at
          December 31, 2003,  the Company is focusing on filling  several recent
          expansions and increasing occupancy at selected communities (excluding
          the four communities with the lowest occupancy,  the overall occupancy
          of the remaining  communities  is 96%).  During 2003,  the  Retirement
          Centers  increased  revenue by 9%, expenses by 7% and operating margin
          by 13%.

     --   Maintain  strong  entrance  fee sales - The  Company  is  focusing  on
          -------------------------------------
          maintaining strong entrance fee sales activity.  When a resident of an
          EF Community vacates his or her independent living unit, the community
          re-sells the unit to a new resident.  When the former  resident leaves
          the community, he or she (or their estate) receives a refund, which is
          typically  a  percentage  of the initial  entrance  fee that he or she
          paid. Consequently,  the turnover of residents results in new entrance
          fee sales  (at  higher  current  prices)  and  refunds  to the  former
          residents  equal  to a  percentage  (typically  50%)  of the  original
          entrance  fee. As a result,  the sale of entrance fee units at current
          sales  prices  provides  significant  cash  flows to the  Company.  In
          addition,  as new residents enter the EF Communities at current market
          selling rates for  monthly  fees,  the Company  generates  additional
          revenues  at  the  same  level  of  occupancy.  The  Company's  six EF
          Communities  have 3,010 total  units,  of which 2,066 are  independent
          living.  The current  aggregate  occupancy of the  independent  living
          units within the EF Communities is 95%, and the 105 independent living
          units available for sale at December 31, 2003 represent  approximately
          $16.7  million of potential  sales,  based upon  current  entrance fee
          prices.

     --   Control  operating  expenses  - The  Company  continues  to  focus  on
          ----------------------------
          managing its operating  costs  through  active  management  and use of
          information  systems. In addition,  the Company will continue to focus
          on its  overhead  costs for  savings  opportunities  in areas  such as
          telecommunications, utilities and staffing.

     --   Excel at  marketing  and sales - The  Company  believes  that it has a
          ------------------------------
          strong sales and marketing  effort in each of its operating  segments.
          It will  continue to focus on this area through  careful  recruitment,
          ongoing  training,  strong systems support,  and innovative  incentive
          rewards for its staff.

Improve Costs of Capital and Decrease Leverage:

As a result of financing obligations incurred for the Free-standing AL
development program begun in the late 1990s, and the slower fill up of these new
communities stemming from market overdevelopment and other adverse market
conditions, the Company entered 2002 with over $370 million of current debt
maturities. In order to refinance these maturities, the Company executed
mortgage refinancings, a series of sale-leaseback transactions (many on assisted
living properties still in fill up stage), an exchange offer for the Company's
2002 debentures, and a high interest rate mezzanine loan and related equity
investment (the "2002 Refinancing Plan"). As a result of the 2002 Refinancing
Plan, the Company satisfied its current debt obligations but also incurred a
substantial diminution in its book equity and a significant increase in its
fixed lease and debt payments as a result of its high leverage.


                                       9



As a result of the 2002 Refinancing Plan, the Company incurred approximately
$113 million of debt with a 19.5% interest rate (the "Mezzanine Loan") and
received a related $12 million equity investment in certain of its subsidiaries.
The Company completed a sale lease-back transaction in September 2003 which
resulted in the repayment of approximately $52 million of the Mezzanine Loan,
and also resulted in a $93 million gain on sale, $23 million of which was
recognized immediately and the balance of which will be amortized into income
over the ten year life of the lease. As of December 31, 2003, the outstanding
balance of the Mezzanine Loan and accrued interest was approximately $78
million.

The Company will  continue to explore  opportunities  to refinance the Mezzanine
Loan (which matures September 2007) at the earliest  opportunity,  including any
opportunity  to prepay it  beginning  in September  2005,  when full  prepayment
without penalty is permitted (or sooner if agreed to by the lender, which cannot
be assured).  The Company will also explore  opportunities to reduce its overall
cost of capital  through  refinancings  of other higher  interest  rate debt and
leases,  including its 10% Series B Convertible  Senior  Subordinated  Notes due
April 1, 2008 ("the Series B Notes").  The Series B Notes are  convertible  into
shares  of the  Company's  common  stock at a  conversion  price of $2.25 at the
option of the holders.  As of December 31, 2003,  approximately  $5.1 million of
the Series B Notes had been  converted  into shares of the Company's  stock.  In
February  2004,  the  Company  issued  a  notice  of  partial  redemption  on an
additional $4.5 million of the Series B Notes,  and will look for  opportunities
to  effect  the  conversion  or  redemption  of  additional  Series  B Notes  as
conditions  permit.  The Company is also continually  exploring  various ways to
refinance  its assets  with  lower cost  mortgage  capital,  particularly  where
improving  economics  of  selected  communities  would  result in lower costs of
capital.

Risk Management

The delivery of personal and health care services entails an inherent risk of
liability, and in recent years, participants in the senior living and health
care services industry have become subject to an increasing number of lawsuits,
many of which involve significant defense costs and significant claims exposure.
The Company recognizes this challenging environment, and has responded in recent
years by allocating significant resources to quality assurance and risk
management areas, including hiring and developing significant in-house expertise
focusing on these areas. Since this challenging environment is expected to
continue for the foreseeable future, management believes that the expertise the
Company has developed may provide a competitive advantage over smaller
competitors unable to devote similar efforts and resources in this area.

People

As a service oriented business with high labor requirements, the Company will
continue to focus on attracting and retaining high quality personnel to ensure
it is delivering high quality services in a cost effective manor. In order to be
successful in its effort, the Company has dedicated in-house recruiters to find
the right people, programs designed to improve retention of associates, and
training programs to ensure its associates are trained to excel in their roles.

Systems

The Company has developed certain proprietary systems to provide its managers
with timely access to the information necessary to manage and control pricing
levels, unit inventory levels, and the turnover and retention of employees. In
addition, these systems collect information regarding effectiveness of
promotions, advertising and lead sources for analysis by management. The Company
believes that these systems provide strategic value in managing its business.

Growth

The Company expects the results from its current portfolio will grow over the
next several years through increased occupancy, rate increases and the growth of
ancillary services. Additionally, the Company expects to produce growth through
added capacity and additional services. Capacity additions would come through
expansions at current communities (of which 11 have expansion possibilities),
acquisitions of Retirement Centers or Free-standing AL's in selected markets, or
development of new Retirement Centers. The Company will also continue to build
ancillary services that it can offer its residents, such as therapy, medical
supplies, hospice care, and telecom services.


                                       10



Government Regulation

The Company is subject to various federal, state and local regulations, which
are frequently revised. While such requirements vary by state, they typically
regulate, among other matters, the number of licensed beds, provision of
services, staffing levels, professional licensing, distribution of
pharmaceuticals, billing practices, equipment, operating procedures, fire
prevention measures, environmental matters, and compliance with building and
safety codes. The Company's communities are also subject to various zoning
restrictions, local building codes, and other ordinances, such as fire safety
codes. Certain states require a certificate of need review in order to provide
certain services. Currently, the operation of independent living and assisted
living residences are subject to limited federal and state laws. However, such
regulation has increased in recent years. The Company believes that such
regulation will continue to increase in the future, including the evolution of
the regulation of the assisted living industry.

The Company's skilled nursing centers and home health agencies are subject to
Federal certification requirements in order to participate in the Medicare and
Medicaid programs. Approximately 11.8%, 10.5%, and 8.5% of the Company's total
revenues for the years ended December 31, 2003, 2002, and 2001, respectively,
were attributable to Medicare, including Medicare-related private co-insurance,
and Medicaid. These reimbursement programs are subject to extensive regulation
and frequent change, which may be beneficial or detrimental to the Company.
Certain per person annual limits on therapy services, which were temporarily
effective beginning in September 2003 and would have had an adverse effect in
the Company's therapy services business, have recently been deferred until 2005.
If re-initiated, those limits could negatively affect the Company's therapy
services business.

In addition, there are various Federal and state laws prohibiting other types of
fraud and abuse by health care providers, including criminal and civil
provisions that prohibit filing false claims or making false statements to
receive payment or certification under Medicare or Medicaid and failing to
refund overpayments or improper payments. Violation of these laws can result in
loss of licensure, civil and criminal penalties, and exclusion of health care
providers or suppliers from participation in Medicare, Medicaid, and other state
and Federal reimbursement programs.

The Company's EF Communities are subject to regulation by certain state
departments of insurance and various state agencies, and must meet various
guidelines and disclosure requirements.

Many of the Company's communities are subject to periodic survey or inspection
by governmental authorities. From time to time in the ordinary course of
business, one or more of the Company's communities may be cited for operating or
other deficiencies by regulatory authorities. Although most inspection
deficiencies can be resolved through a plan of correction, the regulatory agency
may have the right to levy fines, impose conditions on operating licenses,
suspend licenses, or propose other sanctions for the facility.

There are currently numerous legislative and regulatory initiatives at the state
and Federal levels addressing patient privacy concerns. In particular, final
regulations regarding privacy and standards and code sets were issued for the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). These
regulations restrict how health care providers use and disclose individually
identifiable health information and grant patients certain rights related to
their health information. Final HIPAA security regulations become effective in
April 2005 and govern the security of individually identifiable health
information that is electronically maintained or transmitted. Failure to comply
with the privacy, security or transaction standard regulations enacted under
HIPAA could result in civil and criminal penalties. Management does not expect
costs incurred, or costs to be incurred in order to comply with HIPAA to have a
material impact on the Company's operating results.


                                       11



Insurance

The delivery of personal and health care services entails an inherent risk of
liability. In recent years, participants in the senior living and health care
services industry have become subject to an increasing number of lawsuits
alleging negligence or related legal theories, many of which involve large
claims and result in the incurrence of significant exposure and defense costs.
As a result, the Company has significantly increased the staff and resources
involved in quality assurance, compliance and risk management. The Company
currently maintains property, liability and professional medical malpractice
insurance policies for the Company's owned, leased and certain of its managed
communities under a master insurance program. The number of insurance companies
willing to provide general and professional liability insurance for the nursing
and assisted living industry has declined dramatically in recent years and the
premiums and deductibles associated with such insurance have risen substantially
in recent years.

During 2003, the Company's  general and  professional  liability policy premiums
were lower than 2002, but deductibles were higher  (retention  levels range from
$1,000,000 to $5,000,000).  The Company currently  maintains single incident and
aggregate liability protection in the amount of $15.0 million.  During the years
ended  December 31, 2003 and 2002,  the Company  expensed  $5.5 million and $5.7
million,   respectively,   of  general  liability,   and  professional   medical
malpractice insurance premiums,  claims, and costs related to multiple insurance
years.  Additionally,  the Company has accrued  amounts to cover open claims not
yet settled and incurred but not reported claims as of December 31, 2003.

The Company has operated under a large deductible workers' compensation program,
with excess loss coverage provided by third party carriers,  since July 1995. As
of December 31, 2003,  the  Company's  coverage  for workers'  compensation  and
related programs,  excluding Texas, include excess loss coverage of $350,000 per
individual claim and approximately  $7.25 million in the aggregate.  The Company
is self-insured  for amounts below the excess loss coverage.  As of December 31,
2003,  the  Company  provided  cash  collateralized  letters  of  credit  in the
aggregate amount of $6.5 million related to this program,  which is reflected as
assets limited as to use on the Company's balance sheet.  During the years ended
December 31, 2003 and 2002, the Company  expensed $4.8 million and $4.4 million,
respectively,  of workers' compensation  premiums,  claims and costs related to
multiple  insurance  years. The Company has accrued amounts to cover open claims
not yet settled and incurred  but not  reported  claims as of December 31, 2003.
For work-related  injuries in Texas, the Company is a non-subscriber under Texas
state law, meaning that work-related  losses are covered under a defined benefit
program outside of the Texas Workers'  Compensation  system.  Losses are paid as
incurred  and  estimated  losses are  accrued on a monthly  basis.  The  Company
utilizes a third party administrator to process and pay filed claims.

On January 1, 2002, the Company initiated a self-insurance program for employee
medical coverage. The Company maintains stop-loss insurance coverage of
approximately $150,000 per employee and approximately $18.9 million for
aggregate calendar 2003 claims. Estimated costs related to these self-insurance
programs are accrued based on known claims and projected settlements of
unasserted claims incurred but not yet reported to the Company. Subsequent
changes in actual experience (including claim costs, claim frequency, and other
factors) could result in additional costs to the Company. During the year ended
December 31, 2003, the Company expensed $10.1 million of employee medical
insurance claims and costs. The Company has accrued amounts to cover open claims
not yet settled and incurred but not reported claims as of December 31, 2003.

There can be no assurance that a claim in excess of the Company's insurance
coverage limits will not arise. A claim against the Company not covered by, or
in excess of, the Company's coverage limits could have a material adverse effect
upon the Company. Furthermore, there can be no assurance that the Company will
be able to obtain liability insurance in the future or that, if such insurance
is available, it will be available on acceptable terms.

Employees

The Company employs approximately 8,700 persons. As of December 31, 2003, an
aggregate of approximately 75 employees at one Free-standing AL were represented
by a labor union. In addition, an aggregate of approximately 70 employees at
another Free-standing AL voted for a union in 2002, but to date, no contract has
been signed. The Company believes that its relationship with its employees is
good.


                                       12





Executive Officers

The following table sets forth certain information concerning the executive
officers of the Company.

    Name                 Age                         Position
- -----------------    ------------       -------------------------------------------------------------------------------
                       
W. E. Sheriff             61            Chairman, Chief Executive Officer and President
Gregory B. Richard        50            Executive Vice President and Chief Operating Officer
Bryan D. Richardson       45            Executive Vice President - Finance and Chief Financial Officer
George T. Hicks           46            Executive Vice President - Finance and Internal Audit, Secretary and Treasurer
H. Todd Kaestner          48            Executive Vice President - Corporate Development
James T. Money            54            Executive Vice President - Sales and Marketing
Terry L. Frisby           53            Senior Vice President - Human Resources/Corporate Culture and Compliance
Ross C. Roadman           53            Senior Vice President - Strategic Planning and Investor Relations



W.E.  Sheriff has served as Chairman and Chief Executive  Officer of the Company
and its predecessors  since April 1984 and as President since 2003. From 1973 to
1984, Mr. Sheriff served in various capacities for Ryder System, Inc., including
as President and Chief Executive  Officer of its Truckstops of America division.
Mr.  Sheriff  also serves on the boards of various  educational  and  charitable
organizations and in varying capacities with several trade organizations.

Gregory B. Richard has served as Executive Vice President and Chief Operating
Officer since January 2003 and previously served as Executive Vice President -
Community Operations since January 2000. Mr. Richard was formerly with a
pediatric practice management company from May 1997 to May 1999, serving as
President and Chief Executive Officer from October 1997 to May 1999. Prior to
this Mr. Richard was with Rehability Corporation, a publicly traded outpatient
physical rehabilitation service provider, from July 1986 to October 1996,
serving as Senior Vice President of Operations and Chief Operating Officer from
September 1992 to October 1996.

Bryan D. Richardson has served as Executive Vice President - Finance and Chief
Financial Officer since April 2003 and previously served as Senior Vice
President - Finance since April 2000. Mr. Richardson was formerly with a
national graphic arts company from 1984 to 1999 serving in various capacities,
including Senior Vice President of Finance of a digital prepress division from
May 1994 to October 1999, and Senior Vice President of Finance and Chief
Financial Officer from 1989 to 1994.

George T. Hicks has served as Executive Vice President - Finance and Internal
Audit, Secretary and Treasurer since September 1993. Mr. Hicks has served in
various capacities for the Company's predecessors since 1985, including Chief
Financial Officer from September 1993 to April 2003 and Vice President - Finance
and Treasurer from November 1989 to September 1993.

H. Todd Kaestner has served as Executive Vice President - Corporate Development
since September 1993. Mr. Kaestner has served in various capacities for the
Company's predecessors since 1985, including Vice President - Development from
1988 to 1993 and Chief Financial Officer from 1985 to 1988.

James T. Money has served as Executive Vice President - Sales and Marketing
since September 1993. Mr. Money has served in various capacities for the
Company's predecessors since 1978, including Vice President - Development from
1985 to 1993.

Terry L. Frisby has served as Senior Vice President - Human Resources/Corporate
Culture and Compliance since January 1999. Mr. Frisby served as Vice President -
Corporate Culture and Compliance from July 1998 to January 1999. Prior to this
Mr. Frisby was principal of a healthcare consulting business located in
Nashville, Tennessee, from 1988 to 1998. Mr. Frisby serves on the Executive
Council for Human Resources with the Assisted Living Federation of America.


                                       13


Ross C. Roadman has served as Senior Vice President - Strategic Planning and
Investor Relations since May 1999. Previously, Mr. Roadman served in various
capacities, since 1980, at Ryder System, Inc., including as Group Director of
Investor and Community Relations, Assistant Treasurer, Division Controller, and
Director of Planning. Before joining Ryder, he held positions with Ernst & Young
and the International Monetary Fund. He serves on the boards of several
educational and charitable organizations as well as being active in various
professional organizations.

Available Information

The Company's Internet web site is http://www.arclp.com. The Company makes
available free of charge through its website the Company's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports as soon as reasonably practicable after it
electronically files or furnishes such materials to the Securities and Exchange
Commission. Information contained on the Company's website is not part of this
report.

The Company has also adopted a code of ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer or controller and persons performing similar functions. A copy of such
code is available on the Company's website.


                                       14



Item 2. Properties

The table below sets forth certain information with respect to the senior living
communities currently operated by the Company.





Retirement Centers                                                        Unit Capacity(1)
                                                          -----------------------------------------
                                                                                                         Commencement
        Community                  Location                 IL       AL      ME       SN      Total     of Operations(2)
        ---------                  ---------              -----------------------------------------    ----------------
Owned(3):

                                                                                                  
Freedom Plaza Sun City Center  Sun City Center, FL          428       26        -      108      562          Jul-98
Freedom Village Brandywine         Glenmore, PA             292       15       18       47      372          Jun-00
Freedom Village Holland             Holland, MI             330       21       29       68      448          Jul-98
Homewood at Corpus Christi      Corpus Christi, TX           60       30        -        -       90          May-97
Lake Seminole Square               Seminole, FL             306       33        -        -      339          Jul-98
Richmond Place                     Lexington, KY            177       54       20        -      251          Apr-95
Wilora Lake Lodge                  Charlotte, NC            135       47        -        -      182          Dec-97
                                                          -----    -----    -----    -----    -----
  Subtotal                                                1,728      226       67      223    2,244

Leased:
Broadway Plaza(4)                  Ft. Worth, TX            214       40        -      122      376          Apr-92
Carriage Club of Charlotte(5)      Charlotte, NC            276       63       34       42      415          May-96
Carriage Club of Jacksonville(6)  Jacksonville, FL          238       60        -        -      298          May-96
Freedom Plaza Arizona(7)             Peoria, AZ             348        -       42      164      554          Jul-98
Freedom Plaza Care Center(8)         Peoria, AZ               -       44        -      128      172          Jul-01
The Hampton at Post Oak(6)          Houston, TX             149       39        -       56      244          Oct-94
Heritage Club(9)                     Denver, CO             200       35        -        -      235          Feb-95
Heritage Club at Greenwood
Village(10)                          Denver, CO               -       75       15       90      180          Nov-99
Holley Court Terrace(11)            Oak Park, IL            161       18                 -      179          Jul-93
Homewood at Victoria(12)            Victoria, TX             59       30        -       89                   May-97
Imperial Plaza(13)                  Richmond, VA            758      148        -        -      906          Oct-97
Oakhurst Towers(14)                  Denver, CO             171        -        -        -      171          Feb-99
Parklane West(15)                 San Antonio, TX             -       17        -      124      141          Jan-00
Park Regency(15)                    Chandler, AZ            120       26       16       66      228          Sep-98
Santa Catalina Villas(4)             Tucson, AZ             162       70       15       42      289          Jun-94
Somerby at Jones Farm(16)          Huntsville, AL           137       48        -        -      185          Apr-99
Somerby at University Park(16)     Birmingham, AL           238       82       28        -      348          Apr-99
The Summit at Westlake Hills(4)      Austin, TX             149       30        -       90      269          Apr-92
Trinity Towers(15)                Corpus Christi, TX        197       62       20       75      354          Jan-90
Westlake Village (17)               Cleveland, OH           211       53        -        -      264          Oct-94
                                                          -----    -----    -----    -----    -----
  Subtotal                                                3,788      940      170      999    5,897
                                                          -----    -----    -----    -----    -----
  Total Retirement Centers                                5,516    1,166      237    1,222    8,141
                                                          =====    =====    =====    =====    =====




                                       15





Free-standing Assisted Living
                                                                         Unit Capacity(1)
                                                          -----------------------------------------
                                                                                                        Commencement
           Community                    Location           IL       AL       ME       SN      Total    of Operations(2)
           ---------                    ---------         -----------------------------------------    ----------------
Owned(3):
- ---------
                                                                                                        
Bahia Oaks Lodge                       Sarasota, FL           -       92        -        -       92          Jun-98
Broadway Plaza at Westover Hills      Ft. Worth, TX           -       74       17        -       91          Feb-01
Freedom Inn at Scottsdale            Scottsdale, AZ           -       94       25        -      119          Mar-01
Homewood at Air Force Village        San Antonio, TX          -       39        -        -       39          Nov-00
Homewood at Castle Hills             San Antonio, TX         22       58       17        -       97          Feb-01
Homewood at Deane Hill                Knoxville, TN          26       52       29        -      107          Oct-98
Homewood at Rockefeller Gardens       Cleveland, OH          37       68       34        -      139          Dec-99
Homewood at Sun City Center(18)    Sun City Center, FL        -       60       31        -       91          Aug-99
Homewood at Tarpon Springs          Tarpon Springs, FL        -       64        -        -       64          Aug-97
McLaren Homewood Village(19)            Flint, MI            14       66       38        -      118          Apr-00
Summit at Northwest Hills               Austin, TX            -      106       16        -      122          Aug-00
Village of Homewood(20)               Lady Lake, FL           -       32       15        -       47          Apr-98
                                                          -----    -----    -----    -----    -----
  Subtotal                                                   99      805      222        -    1,126

Leased:
- ------
Hampton at Cypress Station(21)         Houston, TX            -       81       19        -      100          Feb-99
Hampton at Pearland(15)                Houston, TX           15       55       17        -       87          Feb-00
Hampton at Pinegate(15)                Houston, TX            -       80       16        -       96          May-00
Hampton at Spring Shadows(15)          Houston, TX            -       54       16        -       70          May-99
Hampton at Willowbrook(15)             Houston, TX            -       54       18        -       72          Jun-99
Hampton at Shadowlake(15)              Houston, TX            -       80       19        -       99          Apr-99
Heritage Club at Aurora(22)             Aurora, CO            -       80       17        -       97          Jun-99
Heritage Club at Lakewood(22)          Lakewood, CO           -       78       17        -       95          Apr-00
Homewood at Bay Pines(22)           St Petersburg, FL         -       80        -        -       80          Jul-99
Homewood at Boca Raton(10)            Boca Raton, FL          -       60       18        -       78          Oct-00
Homewood at Boynton Beach(23)       Boynton Beach, FL         -       79       18        -       97          Jan-00
Homewood at Brookmont Terrace(24)     Nashville, TN           -       62       33        -       95          May-00
Homewood at Cleveland Park(22)        Greenville, SC          -       75       17        -       92          Aug-00
Homewood at Coconut Creek(10)       Coconut Creek, FL         -       81       18        -       99          Feb-00
Homewood at Countryside(22)         Safety Harbor, FL         -       59       25        -       84          Oct-99
Homewood at Delray Beach(23)         Delray Beach, FL         -       52       33        -       85          Oct-00
Homewood at Lakeway(15)                 Austin, TX            -       66       15        -       81          Sep-00
Homewood at Naples(22)                  Naples, FL            -       76       24        -      100          Sep-00
Homewood at Pecan Park(10)            Fort Worth, TX          -       80       17        -       97          Aug-00
Homewood at Richmond Heights(23)      Cleveland, OH           -       78       17        -       95          Feb-00
Homewood at Shavano Park(6)          San Antonio, TX          -       62       17        -       79          Jun-00
                                                          -----    -----    -----    -----    -----
  Subtotal                                                   15    1,472      391        -    1,878
                                                          -----    -----    -----    -----    -----
  Total Free-standing ALs                                   114    2,277      613        -    3,004
                                                          -----    -----    -----    -----    -----



                                       16





Management Services: (25)
                                                                         Unit Capacity(1)
                                                          -----------------------------------------
                                                                                                         Commencement
Community                     Location                     IL        AL      ME       SN      Total    of Operations(2)
- ---------                     ---------                   -----------------------------------------    ----------------
                                                                                               
Burcham Hills              East Lansing, MI                  85       52       54      133      324          Nov-78
Freedom Square(26)           Seminole, FL                   362      103       76      194      735          Jul-98
Glenview at Pelican Bay       Naples, FL                    118        -        -       35      153          Jul-98
Parkplace(27)                 Denver, CO                    176       43       17        -      236          Oct-94
The Towers                  San Antonio, TX                 353        -        -        -      353          Oct-94
                                                          -----    -----    -----    -----    -----
  Subtotal                                                1,094      198      147      362    1,801
                                                          -----    -----    -----    -----    -----
  Grand Total                                             6,724    3,641      997    1,584   12,946
                                                          =====    =====    =====    =====    =====




- -----------------------
(1)  Current unit capacity by care level and type: independent living residences
     (IL), assisted living residences (AL), memory enhanced (ME), and skilled
     nursing beds (SN).
(2)  Indicates the date on which the Company acquired each of its owned and
     leased communities, or commenced operating its managed communities. The
     Company operated certain of its communities pursuant to management
     agreements prior to acquiring the communities.
(3)  The Company's owned communities are subject to mortgage liens or serve as
     collateral for various financing arrangements. See "Management's Discussion
     and Analysis of Financial Condition and Results of Operations - Liquidity
     and Capital Resources."
(4)  Leased pursuant to a master operating lease expiring September 23, 2013,
     with renewal options for up to two additional ten-year terms.
(5)  Leased pursuant to an operating lease expiring December 31, 2016, with
     renewal options for up to two additional five-year terms.
(6)  Leased pursuant to a master operating lease expiring March 31, 2017, with
     renewal options for up to two additional ten-year terms.
(7)  Leased pursuant to an operating lease expiring July 2018, with renewal
     options for up to two additional ten-year terms.
(8)  The community is owned by Maybrook Realty, Inc., of which W.E. Sheriff, the
     Company's chairman and chief executive officer owns 50%. Leased pursuant to
     a term of nine years and six months, expiring December 31, 2010, with a
     renewal option of ten years. The Company also has an option to purchase the
     community at a predetermined price.
(9)  Leased pursuant to a master operating lease expiring June 30, 2012, which
     provides for certain purchase options and therefore is recorded as lease
     financing obligations. In addition, the lease includes renewal options for
     up to five additional ten-year terms.
(10) Leased pursuant to an operating lease expiring March 31, 2017, which
     provides for a contingent earn-out and therefore is recorded as lease
     financing obligations. In addition, the lease includes renewal options for
     up to two additional five-year terms.
(11) Leased pursuant to an operating lease expiring February 28, 2017, with
     renewal options for up to two additional five-year terms.
(12) Leased pursuant to an operating lease expiring July 2011, with renewal
     options for up to two additional ten-year terms.
(13) Leased pursuant to an operating lease expiring October 2017, with a
     seven-year renewal option. The Company also has an option to purchase the
     community at the expiration of the lease term.
(14) Leased pursuant to a 14-year operating lease expiring February 2013 from a
     managed entity. The Company also has an option to purchase the community at
     the expiration of the lease term.
(15) Leased pursuant to a master operating lease expiring June 30, 2014, with
     renewal options for up to four additional ten-year terms.
(16) Leased pursuant to an operating lease expiring August 25, 2018, with
     renewal options for up to two additional ten-year terms.
(17) During 2000, the Company sold the property and subsequently leased the
     property back from the buyer. Leased pursuant to a seven-year operating
     lease expiring December 31, 2007, with two renewal options of 13 and ten
     years. The sale lease-back agreement also includes a right of first refusal
     for the Company.
(18) Owned by a joint venture in which the Company owns a 50% interest.
(19) Owned by a joint venture in which the Company owns a 37.5% interest.
(20) Owned by a joint venture in which the Company owns a 50% interest.
(21) Leased pursuant to an operating lease expiring April 1, 2012, with renewal
     options for up to three additional five-year terms.
(22) Leased pursuant to a master operating lease expiring June 30, 2012, with
     renewal options for up to four additional ten-year terms.
(23) Leased pursuant to a master operating lease expiring March 31, 2017, which
     provides for certain purchase options or contingent earn-outs and therefore
     is recorded as lease financing obligations. In addition, the lease includes
     renewal options for up to two additional ten-year terms.
(24) Leased pursuant to an operating lease expiring October 31, 2017, which
     provides for a contingent earn-out and therefore is recorded as lease
     financing obligations. In addition, the lease includes renewal options for
     up to two additional five-year terms.
(25) Except as noted, the Company's management agreements are generally for
     terms of five to ten years, but may be canceled by the owner of the
     community, without cause, on three to six months written notice. Pursuant
     to the management agreements, the Company is generally responsible for
     providing management personnel, marketing, nursing, resident care and
     dietary services, accounting and data processing reports, and other
     services for these communities at the owner's expense and receives a
     monthly fee for its services based either on a contractually fixed amount
     or percentage of revenues or income plus reimbursement for certain
     expenses.
(26) Operated pursuant to a management agreement with a 20-year term, with two
     renewal options for additional ten-year terms, that provides for a
     management fee equal to all cash received by the community in excess of
     operating expenses, refunds of entry fees, capital expenditure reserves,
     debt service, and certain payments to the community's owner. The Company
     has an option to purchase the community at a predetermined price and
     guarantees the communities long-term debt.
(27) Operated pursuant to a management agreement with a ten-year term, with two
     renewal options for additional ten-year terms.


                                       17



Item 3. Legal Proceedings

The ownership of property and provision of services related to the senior living
industry entails an inherent risk of liability.  Although the Company is engaged
in routine litigation  incidental to its business,  there is no legal proceeding
to which the Company is a party, which, in the opinion of management,  will have
a material  adverse effect upon the Company's  financial  condition,  results of
operations,  or  liquidity.  The Company and a community  managed by the Company
recently received a request for information from the United States Department of
Justice for information relating to certain Medicare reimbursements, relating to
a civil complaint filed by an individual. It is the Company's understanding that
the inquiry  relates to a third party that  provided  services at the  community
from 1995 until late 1999 (this  community has been managed by the Company since
mid-1998). The Company is currently unable to determine whether such action will
be pursued by the Department of Justice or the potential outcome or liability to
the Company of any such action. The Company carries liability  insurance against
certain types of claims that management believes meets industry  standards.  The
Company believes that these  liabilities have been adequately  accrued for as of
December 31, 2003.  See "Business - Insurance."  There can be no assurance  that
the Company will continue to maintain such  insurance,  or that any future legal
proceedings  (including  any related  judgments,  settlements or costs) will not
have a material adverse effect on the Company's financial condition,  liquidity,
or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock trades on the New York Stock Exchange under the
symbol "ACR." The following table sets forth, for the periods indicated, the
high and low sales prices for the Company's Common Stock as reported on the
NYSE.

Year Ended December 31, 2003                High                    Low
- ----------------------------             ---------              -----------
First Quarter                             $3.000                   $1.500
Second Quarter                             2.250                    1.500
Third Quarter                              3.400                    1.960
Fourth Quarter                             3.600                    2.960

Year Ended December 31, 2002               High                     Low
- ----------------------------             ---------              -----------
First Quarter                             $2.800                   $1.000
Second Quarter                             3.140                    1.700
Third Quarter                              2.600                    1.600
Fourth Quarter                             2.020                    1.300


As of March 1, 2004, there were approximately 484 shareholders of record and
approximately 2,227 persons or entities holding Common Stock in nominee name.

It is the current policy of the Company's Board of Directors to retain all
future earnings to repay debt obligations. Accordingly, the Company does not
anticipate declaring or paying cash dividends on the Common Stock in the
foreseeable future. The payment of cash dividends in the future will be at the
sole discretion of the Company's Board of Directors and will depend on, among
other things, the Company's earnings, operations, capital requirements,
financial condition, restrictions in then existing financing agreements, and
other factors deemed relevant by the Board of Directors. However, certain
financing agreements currently prohibit the payment of cash dividends on our
common stock.

The Company did not sell any securities during the year ended December 31, 2003
without registration under the Securities Act of 1933, as amended.

Item 6. Selected Financial Data

The selected financial data presented below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and notes thereto included
elsewhere in this report(1).


                                       18





                                                                         Years Ended December 31,
                                                 --------------------------------------------------------------------------
                                                      2003            2002            2001           2000            1999
                                                      ----            ----            ----           ----            ----
Operating and Other Data:                                           (in thousands, except per share data)
Communities (At end of period):
                                                                                                        
     Retirement Centers                                 27              26              25             25              22
     Free-standing ALs                                  33              33              32             18               7
     Managed                                             5               6               8             20              24
                                                         -               -               -             --              --
         Total communities                              65              65              65             63              53
Unit capacity (At end of period):
     Retirement Centers                              8,141           7,800           7,246          7,279           6,438
     Free-standing ALs                               3,004           2,997           2,906          1,461             497
     Managed                                         1,801           2,092           2,624          4,144           4,993
                                                     -----           -----           -----          -----           -----
         Total capacity                             12,946          12,889          12,776         12,884          11,928
Occupancy rate (At end of period):
     Retirement Centers                                94%             94%             94%            93%             93%
     Free-standing ALs                                 83%             80%             63%            51%             63%
     Managed                                           97%             92%             90%            85%             77%
                                                       ---             ---             ---            ---             ---
         Occupancy rate                                92%             91%             86%            86%             85%

Statement of Operations Data:
Total revenues                                    $368,096        $328,634        $263,520       $212,785        $184,021
     Retirement Center revenues                    279,329         255,562         224,703        192,363         158,299
     Free-standing AL revenues                      78,491          66,067          29,217          8,442           6,293
Community operating expenses                       248,846         233,460         179,718        138,670         105,978
Operating margin(2)                                    30%             27%             29%            31%             36%
General and administrative                          25,410          26,720          29,297         19,420          15,020
Lease expense
     Operating lease expense                        47,095          35,748          16,917         12,040          11,333
     Synthetic lease expense                             -          35,821          18,450          6,227           1,652
Amortization of leasehold acquisition
costs
     Leasehold amortization - operating              2,421           2,094           1,272            409             188
     Leasehold amortization - synthetic                  -           9,089             708             46               3
Interest expense                                    50,437          46,325          38,422         36,517          23,668
Net (loss) income                                $(17,314)      $ (94,757)  $     (34,922)  $     (5,846)  $        2,052
Basic (loss) earnings per share                  $  (0.95)      $   (5.48)  $       (2.03)  $      (0.34)  $         0.12
Weighted average basic shares outstanding           18,278          17,294          17,206         17,086          17,129
Diluted (loss) earnings per share                $  (0.95)      $   (5.48)  $       (2.03)  $      (0.34)  $         0.12
Weighted average diluted shares outstanding         18,278          17,294          17,206         17,086          17,177


                                                                       At  December 31,
                                                 --------------------------------------------------------------------------
                                                    2003            2002            2001            2000            1999
                                                    ----            ----            ----            ----            ----
                                                                               (in thousands)
Balance Sheet Data:
Cash and cash equivalents                          $16,706      $  18,244       $  19,334       $  19,850      $  21,881
Working capital (deficit)                           11,199         15,725       (368,453)          14,280         23,590
Land, buildings and equipment, net                 464,888        578,804         525,174         473,062        431,560
Total assets                                       715,035        839,998         850,191         792,480        740,411
Convertible Debt                                    10,856         15,956         137,980         137,980        137,980
Long-term debt, including current portion          343,839        524,695         424,145         345,710        298,008
Refundable portion of entrance fees                 62,231         59,609          46,309          44,739         43,386
Deferred entrance fee income                       122,389        118,498          51,211          52,765         51,606
Deferred gain on sale lease-back                    92,596         27,622          13,055          16,122          3,168
 transactions
Shareholders' equity                                   807         12,907         107,548         141,957        148,168

(1)  Effective January 1, 2002, the Company changed its method of accounting for
     goodwill in accordance  with  Statement of Financial  Accounting  Standards
     (SFAS) No. 142,  "Goodwill and Other  Intangible  Assets" and impairment of
     long-lived  assets and discontinued  operations in accordance with SFAS No.
     144 "Accounting for the Impairment or Disposal of Long-Lived Assets."

(2)  Operating margin is calculated by subtracting  Community Operating Expenses
     from the sum of Retirement Center and Free-standing AL revenues ("Community
     Revenues"), and dividing the result by the Community Revenues.





                                       19



Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

Overview

The senior living industry is experiencing growth as a result of demographic and
various other  factors.  According to census data, the over age 75 population in
the United  States is growing  much  faster  than the  general  population.  The
Company has seen increasing  demand for services at both its Retirement  Centers
and  Free-standing  ALs during the past year,  and expects that this demand will
continue over the next several years. As a general rule,  economic  factors that
affect seniors will have a corresponding  impact on the senior living  industry.
For example,  general  concerns  regarding  lower  interest rates on savings and
uncertainty of investment  returns have impacted seniors during the past several
years, as well as  uncertainties  related to world events such as the Iraqi war.
On the other hand, the continuing  strength of the home resale  market in most
areas of the country has been beneficial to seniors,  since the equity from the
sale of a home is a significant source of funding for senior living care in many
cases. In addition, overall economic conditions and general consumer confidence
can impact the industry, since many adult children subsidize the cost for care
of elderly parents, and share in decisions regarding their care.

The assisted  living industry is maturing and rapidly  evolving.  The demand for
assisted living services increased significantly beginning with the emergence of
the industry segment in the mid-1990s.  However, the development of new assisted
living  communities  across the country  outstripped  demand during this period,
resulting in oversupply of unit capacity,  longer fill up times, price pressures
and deep discounting. While this trend continues, the demand for assisted living
services,  coupled with minimal new development activity, reduced to some extent
the  oversupply in many of the Company's  markets in 2002 and 2003. As a result,
the  Company  was able to  increase  occupancy  and  increase  rates and  reduce
promotional  discounting  for its  Free-standing  ALs during  2003.  The Company
believes that new assisted living  development will remain at sustainable levels
and  accordingly,  this trend will  continue. The average length of stay in the
Free-standing  AL  segment  is  approximately  two  years,  which  represents  a
challenge and an opportunity for the Company. The Company must find a number of
new  residents  to  maintain  and  build  occupancy.  However,  it also  has the
opportunity to "mark-to-market" if it is able to attract new residents at higher
current  market  rates,  replacing  those  prior  residents  that  had  lower or
discounted rates.

The Retirement Center segment is a more mature segment of the industry, and has
seen demand and price increases in recent years, with new unit capacity entering
the market at sustainable levels. Management expects this growth in demand and
selling rate increases to continue over the next several years. The average
length of stay is much longer in the Retirement Centers, approximately five
years in the rental communities, and approximately 12 years in the EF
Communities. In addition, the Company believes that many of its Retirement
Centers benefit from significant barriers to entry from competitors, including
the significant cost and length of time to develop competitive communities, the
difficulty in finding acceptable development sites in the geographical areas in
which the Company's Retirement Centers are located, and the length of time and
difficulty in developing strong competing reputations.

The Company earns its revenues primarily by providing housing and services to
its residents. Approximately 88% of its revenues come from private pay sources,
meaning that residents or their families pay from their own funds (or from the
proceeds of their long-term care policies). All private pay residents are billed
in advance for the next month's housing and care. In addition, the Company
receives revenues from the sale of entrance fee contracts at the Company's EF
Communities. While this cash is received at the time the resident moves in, the
non-refundable portion of the entrance fee is primarily recognized as income for
financial reporting purposes over the actuarial life of the resident.

The Company's most significant expenses are:

     --   Community  operating  expenses - Labor and labor related  expenses for
          community  associates are  approximately  60% of this line item. Other
          significant  items in this  category are food costs,  property  taxes,
          utility costs,  marketing costs and insurance.  The Company  increased
          its marketing expenditures in recent years in response to overcapacity
          in the assisted living  industry,  and in response to general economic
          conditions during 2002 and early 2003.

     --   General  and  administrative  -  Labor  costs  are  also  the  largest
          component for this  category,  comprising the home office and regional
          staff  supporting  the  communities.   Other   significant  items  are
          liability   insurance  and  related  costs,   travel,  and  legal  and
          professional services. In response to higher liability insurance costs
          and  deductibles in recent years,  and the inherent  liability risk in
          providing personal and health-related services to seniors, the Company
          has  significantly  increased  its staff  and  resources  involved  in
          quality assurance, compliance and risk management.


                                       20




     --   Lease  expense - The Company's  lease expense has grown  significantly
          --------------
          over  the  past  two  years,  as a  result  of  the  large  number  of
          sale-leaseback  transactions  completed  in  connection  with the 2002
          Refinancing Plan, as well as various 2003 transactions.  The Company's
          lease expense includes the rent expense for all operating leases, plus
          an accrual for lease  escalators  in future years (the impact of these
          future  escalators  is spread evenly over the lease term for financial
          reporting purposes).

     --   Depreciation and amortization expense - The Company incurs significant
          -------------------------------------
          depreciation expense on its fixed assets (primarily community
          buildings and equipment) and amortization expense related primarily to
          leasehold acquisition costs.

     --   Interest  expense - The  Company's  interest  expense is  comprised of
          -----------------
          interest on its  outstanding  debt and capital  leases.  The  interest
          expense  includes both the current cash portion (9.0%) and the accrued
          but deferred portion (10.5%) of the 19.5% interest under the Mezzanine
          Loan.

Results of Operations

The Company's results of operations in recent years should be considered in
light of the following factors, some of which are likely to influence the
Company's future operating results and financial outlook:

     --   Prior to the late 1990s,  the Company  exclusively  owned and operated
          Retirement Centers.

     --   The  Company's  expansion  into the assisted  living market during the
          late 1990s (with most of its Free-standing ALs opening during 1999 and
          2000) resulted in large amounts of new debt and lease financing. While
          the  assisted  living  market  grew  rapidly  during this  period,  an
          oversupply of new units caused slower than  anticipated  fill up times
          for these communities, at lower than anticipated prices. Consequently,
          many of the Free-standing ALs incurred large start-up losses beginning
          in 2000, and have taken longer than  anticipated  to reach  stabilized
          occupancy  levels.  Seventeen  of the  Free-standing  ALs have not yet
          reached stabilized occupancy. As a result, the Company's Free-standing
          AL portfolio  consumed the majority of the  Company's  available  cash
          over the past several years.

     --   The Company had over $370  million of current debt  maturities  during
          2002, which was largely  associated with the development and financing
          of the  Free-standing  ALs,  which  were  maturing  at a time when the
          Free-standing  ALs were still filling up and producing  weak operating
          results. In addition,  the assisted living industry in general, was in
          a weakened financial condition and many providers were insolvent. As a
          result, the Company had diminished access to mortgage refinancings and
          other capital sources during this period.

     --   The  Company  completed  the  2002  Refinancing  Plan  which  included
          mortgage  refinancings,   a  series  of  sale-leaseback   transactions
          (predominately  on assisted living properties still in fill up stage),
          an exchange  offer for its  maturing  convertible  debentures  and the
          Mezzanine Loan.

     --   Many of these financing transactions resulted in large gains or losses
          to the Company.  While the losses  immediately  reduced the  Company's
          reported  equity,  approximately  $93  million  of  gains  on  various
          sale-leaseback  transactions have been deferred and will be recognized
          over the terms of the subject leases.

     --   Although  the  Company  satisfied  its 2003  current  debt  maturities
          through  the  2002  Refinancing   Plan,  the  Company  remains  highly
          leveraged with  substantial  debt and lease  obligations.  The Company
          incurred  additional  debt and lease  obligations  and most of them at
          increased  interest rates,  including the 19.5% interest rate (9% paid
          currently) on the Mezzanine Loan.


                                       21



     --   The  completion of the 2002  Refinancing  Plan,  however,  allowed the
          Company to focus on improving  operating  results and taking advantage
          of  opportunities  as they arise to reduce its cost of capital and its
          leverage. The Retirement Centers are the Company's largest segment and
          provide most of the community operating contribution. This segment has
          experienced  significant  increases in revenue and community operating
          contribution during the past three years, which the Company expects to
          continue.

     --   While the  Free-standing  AL segment  produced  a  positive  community
          operating  contribution  for 2002,  and  greatly  increased  operating
          contribution  for 2003. The Company  expects this trend to continue so
          long as market conditions remain stable.

Segment Results

The  Company  operates  in three  business  segments:  Retirement  Centers,
Free-standing ALs, and Management Services.

The following table presents the number, total unit capacity and total ending
and average occupancy percentages of the Company's communities by operating
segment at December 31, 2003, 2002 and 2001.

            Number of Communities/  Ending Occupancy % /  Average Occupancy% /
                Total Ending         Ending Occupied      Average Occupied
                  Capacity                Units                 Units
                December 31,          December 31,       Year ended December 31,
           ---------------------  ---------------------  ---------------------
             2003   2002   2001    2003   2002   2001     2003    2002    2001

Retirement
  Centers      27     26     25      94%    94%    94%     94%    94%    94%
            8,141  7,800  7,246   7,683  7,343  6,829   7,430  7,143  6,799

Free-standing
 ALs           33     33     32      83%    80%    63%     81%    73%    59%
            3,004  2,997  2,906   2,483  2,395  1,831   2,434  2,171  1,060

Management
 Services       5      6      8      97%    92%    90%     93%    89%    83%
            1,801  2,092  2,624   1,741  1,920  2,351   1,840  2,056  3,094

           --------------------- --------------------- ---------------------
Total          65     65     65      92%    91%    86%     91%    88%    85%
           12,946 12,889 12,776  11,907 11,658 11,011  11,704 11,370 10,953
           ===================== ===================== =====================

The Company  measures the  performance of its three business  segments,  in
part, based upon the operating contribution produced by these business segments.
The Company computes operating  contribution by deducting the operating expenses
associated  with a segment  from the  revenues  produced  by that  segment.  The
following table sets forth certain  selected  financial and operating data on an
operating segment basis(1) (dollars in thousands).

                                       22



                                                   Years Ended December 31,           2003 vs. 2002             2002 vs. 2001
                                                 ---------------------------         ----------------         ----------------
                                                   2003     2002     2001             Change     %             Change      %
                                                   ----     ----     ----            -------- -------         --------- ------
                                                                                                      
Revenues:
   Retirement Centers                          $ 279,329 $ 255,562 $ 224,703         $ 23,767   9.3%          $ 30,859   13.7%
   Free-standing ALs (2)                          78,491    66,067    29,217           12,424  18.8%            36,850  126.1%
   Management Services                            10,276     7,005     9,600            3,271  46.7%            (2,595) (27.0%)
                                                 ---------------------------         ----------------         ----------------
     Total revenue                             $ 368,096 $ 328,634 $ 263,520         $ 39,462  12.0%           $65,114   24.7%
                                                 ===========================          ================         ================

 Retirement Centers
   Ending occupied units                           7,683     7,343     6,829              340    4.6%              514    7.5%
   Ending occupancy %                                 94%       94%       94%               0%                       0%
   Average occupied units                          7,430     7,143     6,799              287     4.0%             344    5.1%
   Average occupancy %                                94%       94%       94%               0%                       0%
   Revenue per occupied unit (per month)         $ 3,133   $ 2,981   $ 2,754            $ 151     5.1%           $ 227    8.3%
   Operating contribution per unit (per month)     1,040       955       949               85     8.9%               6    0.6%

   Resident and healthcare revenue               279,329   255,562   224,703           23,767     9.3%          30,859   13.7%
   Community operating expense                   186,628   173,689   147,238           12,939     7.4%          26,451   18.0%
                                                 ---------------------------         ----------------         ----------------
     Community operating contribution (3)         92,701    81,873    77,465           10,828    13.2%           4,408    5.7%
                                                  ---------------------------         ----------------         ----------------
     Operating contribution margin (4)              33.2%     32.0%     34.5%             1.2%    3.6%            (2.4%)  (7.1%)

Free-standing ALs
   Ending occupied units (5)                       2,201     2,122     1,792               79     3.7%             330    18.4%
   Ending occupancy % (5)                             84%       81%       63%               3%                      18%
   Average occupied units (5)                      2,150     1,934       904              216    11.2%           1,030   113.9%
   Average occupancy % (5)                            82%       74%       54%               8%                      20%
   Revenue per occupied unit                     $ 3,042   $ 2,847   $ 2,693            $ 196     6.9%           $ 153     5.7%
   Operating contribution (loss) per
    unit (per month)                                 631       271      (301)             359   132.5%             572   190.2%

   Resident and healthcare revenue                78,491    66,067    29,217           12,424    18.8%          36,850   126.1%
   Community operating expense                    62,218    59,771    32,480            2,447     4.1%          27,291    84.0%
                                                 ---------------------------         ----------------         ----------------
     Community operating contribution (loss) (3)  16,273     6,296    (3,263)           9,977   158.5%           9,559      NM
                                                 ---------------------------         ----------------         ----------------
     Operating contribution (loss) margin (4)       20.7%      9.5%    (11.2%)           11.2%  117.6%           (20.7%)    NM

                                                 ---------------------------         ----------------         ----------------
Management services operating contribution       $ 4,771   $ 1,959   $ 2,296          $ 2,812   143.5%          $ (337)  (14.7%)
                                                 ---------------------------         ----------------         ----------------

Total segment operating contributions            113,745    90,128    76,498           23,617    26.2%          13,630    17.8%
     As a % of total revenue                        30.9%     27.4%     29.0%             3.5%   12.7%            (1.6%)  (5.5%)

General and administrative                      $ 25,410  $ 26,720  $ 29,297         $ (1,310)   (4.9%)       $ (2,577)   (8.8%)
Lease expense                                     47,095    71,569    35,367          (24,474)  (34.2%)         36,202   102.4%
Depreciation and amortization                     24,265    21,255    19,737            3,010    14.2%           1,518     7.7%
Amortization of leasehold costs                    2,421    11,183     1,980           (8,762)  (78.4%)          9,203   464.8%
Asset impairment                                       -     4,011     6,343           (4,011) (100.0%)         (2,332)  (36.8%)

                                                 ---------------------------         ----------------         ----------------
     Operating income (loss)                    $ 14,554 $ (44,610)$ (16,226)        $ 59,164      NM       $ (28,384)      NM
                                                 ===========================          ================         ================

(1) Selected financial and operating data does not include any inter-segment transations or allocated costs.

(2) Freestanding AL revenues represent the Company's consolidated revenues for the period throughout the year the communities were
    owned or leased. The Company acquired leasehold interests of 12 Free-standing ALs during 2001, of which ten were acquired as of
    December 31, 2001. The results of these communities are reflected in the Company's income statement from the date of
    acquisition and therefore, do not reflect a full year of operations until 2002.

(3) Segment Operating Contribution is calculated by subtracting the segment operating expenses from the segment revenues.

(4) Segment Operating Contribution Margin is calculated by dividing the operating contribution of the segment by the respective
    segment revenues.

(5) Excludes two Free-standing ALs owned by the Company through joint ventures. These joint ventures are not included in the
    consolidated Free-standing AL segment results since the Company does not own a majority interest. The net results of these joint
    ventures are accounted for using the equity method and are included in Other income (expense) in the consolidated statement
    of operations. Also excludes three communities which are designated as held-for-sale. See note 9 to the consolidated
    financial statements.

NM  Not Meaningful



                                       23




Year Ended December 31, 2003 Compared with the Year Ended December 31, 2002

The highlights of the Company's 2003 results of operations are as follows:

     --   The  Free-standing  ALs  increased  revenue  and  community  operating
          contribution,  primarily as a result of a 6.9% increase in revenue per
          unit,  as well as an increase in occupancy  from 81% to 84% during the
          period from December 2002 to December 2003.

     --   The increased revenue per unit in Free-standing ALs resulted primarily
          from  selling rate  increases,  reduced  discounting,  and turnover of
          units  resulting in new residents  paying higher current market rates.
          In addition, current resident agreements contain annual rate increases
          (typically  2% to 4%).  The  increased  amount of  ancillary  services
          including  therapy  services,  has also  contributed  to the increased
          revenue per unit.

     --   The Free-standing AL incremental increase in operating contribution as
          a percentage of revenue increase was 80% for 2003 versus 2002.

     --   While   Free-standing   AL   results   improved   significantly,   the
          Free-standing  AL portfolio  must  continue to increase its  operating
          contribution  margin in order for the  Company to  service  its future
          debt service  obligations and return to profitability.  The Company is
          focusing  on  increasing  the  Free-standing  AL  community  operating
          contribution  further  primarily  by  increasing  occupancy  above the
          current 84% level,  and by  increasing  revenue per unit through price
          increases, ancillary services, and turnover of units that are at lower
          rates. The Company believes that,  absent unforeseen market or pricing
          pressures,   occupancy   increases   above  84%  should  produce  high
          incremental community operating contribution margins for this segment.
          The  primary  risk to  improving  occupancy  in the  Free-standing  AL
          portfolio  is  development  of new  unit  capacity  or  renewed  price
          discounting by competitors in the Company's markets,  which would make
          it more difficult to fill vacant units and which could result in lower
          revenue per unit.

     --   Retirement   Center   community   operating   contribution   increased
          significantly over the prior year,  primarily as a result of increased
          revenue per unit and  occupancy  increases.  Revenues  were up 9.3% in
          2003 versus the prior year, community operating expenses were up 7.4%,
          resulting in operating margins increasing from 32.0% to 33.2%, for the
          Company's largest segment.

     --   Revenue per unit increases at the  Retirement  Centers are primarily a
          result of increases to selling rates,  increased therapy and ancillary
          service billings, as well as annual billing rate increases to existing
          residents  (typically  2%-4%  under  most  resident  agreements).   In
          addition,  a  significant  component  of the average  revenue per unit
          increase  is the  "mark-to-market"  effect  as a  result  of  resident
          turnover.  Since  monthly  rates  for new  residents  (current  market
          "selling  rates") are  generally  higher than billing rates to current
          residents  (since  annual  increases  to billing  rates are  typically
          capped in  resident  agreements),  turnover  typically  results  in a
          significantly  increased  monthly  fee as a unit  is  rented  to a new
          resident.  This mark-to-market  increase is generally more significant
          in EF  Communities  due to much  longer  average  length  of stay  (12
          years).

     --   The  operating  contribution  from  the  Management  Services  segment
          increased primarily as a result of improved results at Freedom Square,
          the Company's largest managed community.

     --   In September  2003,  the Company  completed a refinancing  transaction
          that resulted in the repayment of  approximately  40% of the Mezzanine
          Loan, reducing the balance at December 31, 2003 to $77.9 million. As a
          result,  the  Company  replaced a portion of the  Mezzanine  Loan with
          lower cost, longer term leases, reducing the Company's overall cost of
          capital and partially addressing 2007 debt maturities.

     --   While  the  Company's   2003  income   statement   shows   significant
          improvement  in operating  income  versus the prior year,  the Company
          continues   to  incur  high  costs   related  to  interest  and  lease
          obligations,  and incurred a net loss of $17.3 million,  despite $23.2
          million of gains on the sale of certain properties.

     --   During the fourth  quarter of 2003 the Company  reported a net loss of
          $6.7 million,  which was not affected by any  significant  gain on the
          sale of properties.


                                       24



     --   In order to reduce its loss and produce net income in the future,  the
          Company is focusing  primarily on reducing its debt service  costs and
          improving  results  in  its  Free-standing  AL and  Retirement  Center
          segments,  while controlling its general and administrative costs. The
          Company must increase  occupancy in its Free-standing AL segment,  and
          increase  revenue  per  unit  through   increased  rates  and  reduced
          discounting,  while  controlling  its  operating  costs.  The  Company
          intends to  increase  ancillary  services  and revenue per unit in its
          Retirement Center segment, increase occupancy at selected communities,
          and  control its  operating  costs,  including  labor,  insurance  and
          liability related costs.

Retirement Centers

Revenue - Retirement Center revenues were $279.3 million for the year ended
December 31, 2003,  compared to $255.6  million for the year ended  December 31,
2002, an increase of $23.8 million, or 9.3%, which was comprised of:

     --   $15.1 million from increased  revenue per occupied unit. This increase
          is made up primarily of selling rate increases and increased ancillary
          services  provided to residents  (including a $4.7 million increase in
          therapy  services).  Rate  increases  include the impact of  increased
          Medicare  reimbursement  rates for skilled  nursing and  therapy,  the
          mark-to-market  effect from  turnover of  residents  (reselling  these
          units at higher current selling rates) and annual increases in monthly
          service fees from  existing  residents.  The Company  expects  selling
          rates to new residents will continue to increase during 2004,  subject
          to market conditions.

     --   $9.0 million from  increased  occupancy.  The year to year increase in
          average occupancy was 287 units. This included the partial year impact
          of converting two Alabama (Somerby) communities, which were previously
          managed,  to a  lease  during  August  2003,  and  the  change  of the
          Parkplace  community  from owned to  managed  during  September  2003.
          Occupancy of the segment at December  31, 2003 was 94%. Any  occupancy
          gains  above  this  level  should  produce   significant   incremental
          operating  contributions.  The Company is focused on maintaining  this
          high level of occupancy across the portfolio,  and making  incremental
          occupancy gains at three  communities  with recent  expansions not yet
          filled  (65  units  remain  unfilled  at these  three  communities  at
          December  31,  2003) and at  selected  other  communities  with  below
          average occupancy levels.

     --   ($0.3)  million  of other net  decreases,  which is  primarily  a $1.1
          million  decrease from  divestitures of certain home health  agencies,
          partially offset by other increases.

Community  operating  expenses  -  Retirement  Center  community  operating
expenses were $186.6 million for the year ended  December 31, 2003,  compared to
$173.7  million  for the year ended  December  31,  2002,  an  increase of $12.9
million, or 7.4%, which was comprised of:

     --   $7.3 million of labor and related costs.  This increase is primarily a
          result of wage rate increases for associates, as well as approximately
          600  additional  employees,  and  the  additional  staffing  costs  of
          approximately  $1.8  million  supporting  the  growth  of the  therapy
          services programs.  The Company does not expect significant changes in
          staffing levels in this segment,  other than to support  expansions or
          the  growth of  ancillary  programs  such as  therapy.  Wage  rates of
          associates  are  expected  to  increase  each year,  subject to market
          conditions.

     --   $1.2 million of increased  marketing costs.  This increase is a result
          of expansions at three communities, and additional marketing staff and
          other expenditures at selected communities.

     --   $1.1  million  of  increased  utility  costs,   including  significant
          increases incurred at various communities in Texas.

     --   $3.3  million  of other  year to year cost  increases.  This  includes
          increases in  insurance,  food,  property  taxes,  and other  property
          related costs.

Community operating contribution - Retirement Center operating contribution
was $92.7  million  for the year ended  December  31,  2003,  compared  to $81.9
million for the year ended December 31, 2002, an increase of $10.8  million,  or
13.2%.

     --   The operating  contribution  margin  increased  from 32.0% in 2002, to
          33.2% in 2003, an increase of 1.2%. The 2001 margin of 34.5% decreased
          during 2002  primarily  as a result of larger  increases  in labor and
          employee  benefit costs, as well as increased  insurance and liability
          related costs.

     --   The  increased   margin  in  2003   primarily   relates  to  continued
          operational  improvements  throughout the Retirement  Centers  segment
          resulting  from  increased  occupancy  and revenue per  occupied  unit
          (including  continued  growth of the therapy  services  program),  and
          control of community  operating  expenses  including  labor,  employee
          benefits and insurance related costs.


                                       25



Free-standing ALs
Revenue - Free-standing AL revenues were $78.5 million for the year ended
December 31, 2003, compared to $66.1 million for the year ended December 31,
2002, an increase of $12.4 million, or 18.8%, which was comprised of:

     --   $5.5 million from increased  revenue per occupied unit. This increase
          includes  the  impact  of price  increases,  reduced  discounting  and
          promotional allowances, and the mark-to-market effect from turnover of
          residents  (reselling  these  units  at  higher  current  rates),  and
          includes  $1.7  million  related to  increased  revenues  from therapy
          services.  The  Company  will be focused  on  increasing  revenue  per
          occupied unit, subject to market constraints, through price increases,
          as  well  as the  mark-to-market  turnover  of  residents  with  prior
          discounted  rates,  and an  increase  in  ancillary  services  such as
          therapy.

     --   $6.9 million from increased occupancy. Occupancy increased from 81% at
          December 31, 2002 to 84% at December 31, 2002,  an increase of 3%. The
          Company is focused on  continuing  to increase  the  occupancy  in the
          Free-standing  AL  communities,  and believes that over the long-term,
          this  segment  of the  industry  should  be  able to  achieve  average
          occupancy  levels at or near those achieved in the  Retirement  Center
          segment.  The Company is focused on increasing its number of move-ins,
          increasing average length of stay, and expanding its marketing efforts
          and sales training in order to increase occupancy.

     --   These  amounts  are  net  of  the  revenue  and  occupancy  for  three
          communities  held-for-sale,  which  are  included  as a  component  of
          discontinued  operations  and  two  Free-standing  ALs  owned  through
          unconsolidated joint ventures.

Community   operating  expenses  -  Free-standing  AL  community  operating
expenses  were $62.2 million for the year ended  December 31, 2003,  compared to
$59.8 million for the year ended  December 31, 2002, an increase of $2.4 million
or 4.1%, which was comprised of:

     --   $3.0  million  of labor and labor  related  costs.  This  increase  is
          primarily  a  result  of  wage  rate   increases  for  associates  and
          additional staffing costs of approximately $1.0 million supporting the
          growth of the therapy services  programs.  The Company does not expect
          significant  increases in staffing levels in this segment if occupancy
          levels  increase  over the current  84%,  since most  communities  are
          nearly  fully  staffed at current  occupancy  levels and  accordingly,
          additional  occupancies will not result in a significant staffing need
          for the Company. However, growth of ancillary revenue programs such as
          therapy may require additional staff to support incremental  activity.
          Higher recruiting and retention costs of qualified  personnel increase
          expectations that of increased wage rates each year,  subject to labor
          market conditions.

     --   $0.6  million  of food  costs,  primarily  as a  result  of  increased
          occupancy.  Food  costs will  continue  to  increase  in  relation  to
          occupancy.

     --   ($1.2) million of other net cost  decreases.  This includes  decreased
          marketing expenses (as certain communities reach stabilized  occupancy
          levels), and various other cost decreases.

Community operating contribution - Free-standing AL operating contribution was
$16.3 million for the year ended December 31, 2003, compared to $6.3 million for
the year ended December 31, 2002, an increase of $10.0 million, or 159%.

     --   The  operating  contribution  margin  increased  from 9.5% in 2002, to
          20.7% in 2003, an increase of 11.2%.

     --   The increased margin in 2003 primarily  relates to strong increases in
          revenue per occupied unit and some occupancy  increases,  coupled with
          control of community operating expenses.  The incremental  increase in
          operating contribution as a percentage of revenue increase was 80% for
          2003 versus 2002.

     --   The Company believes that, absent  unforeseen cost pressures,  revenue
          increases  resulting  from  occupancy  increases  should  produce high
          incremental community operating  contribution margins (as a percentage
          of sales increase) for this segment.

Management Services Management services revenues and operating contribution were
$4.8 million for the year ended December 31, 2003, compared to $2.0 million for
the year ended December 31, 2002, an increase of $2.8 million, or 144%. The
increase is primarily related to improved operating results at Freedom Square, a
managed community in Florida.

General and Administrative. General and administrative expense was $25.4 million
for the year ended December 31, 2003, compared to $26.7 million for the year
ended December 31, 2002, a decrease of $1.3 million, or 4.9%.

     --   This  decrease is related to lower  consulting  and legal costs versus
          costs incurred during 2002 related to consummation of the transactions
          comprising the 2002 Refinancing Plan, offset by higher  administrative
          costs resulting from expanded compliance and regulatory requirements.

     --   The Company's  accruals for costs under its  self-insured medical plan
          was  reduced  in 2003  versus  2002,  which  was  partially  offset by
          increased accruals for liability and workers compensation claims.

     --   General  and   administrative   expense  as  a  percentage   of  total
          consolidated revenues decreased to 6.9% for 2003 from 8.1% for 2002, a
          decrease of 1.2%.


                                       26



     --   The Company believes that measuring general and administrative expense
          as a percentage of total  consolidated  revenues and combined revenues
          (including unconsolidated managed revenues) provides insight as to the
          level of the  Company's  overhead in  relation to its total  operating
          activities  (including  those  that  relate to  management  services).
          General and  administrative  expense as a percentage of total combined
          revenues  decreased to 5.7% from 6.5% for the year ended  December 31,
          2003 and 2002, respectively, calculated as follows:

                                                   Year ended December 31,
                                                  --------------------------
                                                      2003           2002
                                                      ----           ----
    Total consolidated revenues                   $  368,096     $  328,634
    Revenues of unconsolidated managed
       communities                                    80,970         85,253

    Less management fees                              (4,771)        (1,959)
                                                  --------------------------
    Total combined revenue                        $  444,295     $  411,928
                                                  ==========================

    Total general and administrative expense      $   25,410     $   26,720
                                              ==============================

   General and administrative expense as a %
    of total consolidated revenues                       6.9%           8.1%
                                              ==============================
   General and administrative expense as a %
    of total combined revenue                            5.7%           6.5%
                                              ==============================

Lease Expense. Lease expense was $47.1 million for the year ended December 31,
2003, compared to $71.6 million for the year ended December 31, 2002, a decrease
of $24.5 million or 34%.

     --   This  decrease was  primarily  attributable  to the  additional  lease
          expense of $30.8 million  recorded  during the year ended December 31,
          2002,  related to residual  value  guarantees  for the  termination of
          certain  synthetic leases on various  communities.  As of December 31,
          2002,  the Company no longer  operated  any of its  communities  under
          synthetic lease structures.

     --   Excluding the synthetic  lease expense,  lease expense  increased $6.3
          million as a result of certain  sale-leaseback  transactions completed
          in 2003 and 2002.

     --   As a result of the sale-leaseback  transactions completed in September
          2003,  three  additional  Retirement  Centers  are now leased  (versus
          owned) properties.

     --   Net lease  expense for the fourth  quarter of 2003 was $14.9  million,
          which includes current lease payments of $16.2 million,  plus accruals
          for future lease  escalators of $1.2 million,  net of the amortization
          of the deferred gain from prior sale-leasebacks of $2.5 million.

     --   Absent any additional refinancing or transactional activity, net lease
          expense is expected to continue  during the  upcoming  year at a level
          similar to the fourth quarter of 2003 ($14.9 million).

     --   As of December 31, 2003,  the Company had  operating  leases for 32 of
          its communities,  including 18 Retirement Centers and 14 Free-standing
          ALs.

Depreciation and  Amortization.  Depreciation and amortization  expense was
$24.3  million for the year ended  December 31, 2003,  compared to $21.3 million
for the year ended December 31, 2002, an increase of $3.0 million, or 14.2%. The
increase was primarily related to increased depreciable assets during the second
half of 2002 mainly due to the addition of assets from  leasehold  acquisitions,
offset by the $92.0 million  reduction in depreciable  assets from the September
23, 2003 transactions.  Assuming asset balances are maintained, depreciation and
amortization  expense  is  expected  to  average  amounts  similar to the fourth
quarter of 2003, which was $5.5 million.

Amortization  of Leasehold  Acquisition  Costs.  Amortization  of leasehold
acquisition  costs  was $2.4  million  for the year  ended  December  31,  2003,
compared to $11.2  million for the year ended  December  31, 2002, a decrease of
$8.8 million.  The 2002 amortization  costs included $8.8 million of accelerated
amortization  of  leasehold  acquisition  costs  related to the  termination  of
synthetic leases.


                                       27



Interest Expense. Interest expense was $50.4 million for the year ended
December 31, 2003, compared to $46.3 million for the year ended December 31,
2002, an increase of $4.1 million, or 8.9%.

     --   This increase was  primarily  attributable  to higher  average cost of
          debt as a result of various refinancing  transactions completed during
          2002.

     --   These  amounts  include  the  deferred   interest  on  the  HCPI  loan
          (Mezzanine  Loan) completed in September 2002, which is not paid until
          maturity. This Mezzanine Loan impacts all of 2003, but only the fourth
          quarter of 2002.

     --   As a result of the  transactions  completed  September  23, 2003,  the
          Company  repaid  $112.8  million  of first  mortgage  debt,  and $51.8
          million of the Mezzanine Loan.

     --   At December 31, 2003,  the Mezzanine  Loan balance was $77.9  million.
          The Mezzanine Loan matures  September  2007,  with the  possibility of
          prepayment (without penalty) beginning in September 2005.

     --   Interest expense for the fourth quarter of 2003 was $9.2 million. This
          amount includes $3.8 million of interest expense on the Mezzanine Loan
          (of which $2.0 is deferred and paid at maturity).

     --   Absent any additional refinancing, transactional activity, or increase
          in the  interest  rates of  variable  rate debt,  interest  expense is
          expected to continue during the upcoming year at levels slightly below
          the fourth quarter of 2003.

Other Income (Expense).

     --   Gain of the sale of assets for the year ended  December  31,  2003 was
          $23.2  million.  This  gain  resulted  primarily  from  the  sale of a
          Retirement   Center  during   September  2003.  See  Note  10  to  the
          consolidated financial statements.

     --   Interest income was $2.7 million for the year ended December 31, 2003,
          compared  to $4.9  million for the year ended  December  31,  2002,  a
          decrease of $2.2 million,  or 45%. The decrease in interest income was
          primarily  attributable  to reduced amounts of certificates of deposit
          and notes  receivable  balances  associated  with  certain  terminated
          leasing transactions,  as well as lower interest rates. Assuming rates
          are consistent,  and balance  requirements  are  maintained,  interest
          income is expected to average  amounts  similar to the fourth  quarter
          2003 amount of $489,000.

Income Taxes.  The provision for income taxes was an expense of $2.7 million for
the year ended  December 31, 2003,  and $487,000 for the year ended December 31,
2002, an increase of $2.2  million.  These taxes are largely the result of gains
recognized  with the September 2003 sale and sale lease-back  transactions.  The
Company  has  recorded  a  valuation  allowance  against  federal  and state net
operating loss  carryovers as well as other deferred tax assets.  This valuation
allowance  is based on the  uncertainty  that the value of certain  deferred tax
assets will be realized.

Minority Interest in Earnings of Consolidated Subsidiaries, Net of Tax. Minority
interest in earnings of consolidated subsidiaries, net of tax, was $2.4 million
for the year ended December 31, 2003. This amount was attributable to the HCPI
Equity Investment made during September 2002.

Discontinued Operations. During the quarter ended December 31, 2002, the Company
determined that a Free-standing AL would be held-for-sale. During 2003, the
Company determined that two additional Free-standing ALs would be held-for-sale.
The Company is involved in negotiations related to these three communities,
which are subject to various contingencies. If the sales are completed, the
Company will use the majority of the proceeds to repay mortgage debt. For the
years ended December 31, 2003 and 2002, the Company recorded a loss from
discontinued operations of $2.1 million and $8.4 million, respectively, for
these three Free-standing ALs. The loss recorded for the year ended December 31,
2003 includes a loss of $821,000 resulting from the write-off of a contingent
earnout recorded as part of a 2002 sale-leaseback transaction related to one of
the Free-standing ALs. Based upon the anticipated purchase prices, the
discontinued operations during the year ended December 31, 2002 included $5.9
million of impairment. The 2002 results of these three communities were
reclassified to discontinued operations.

Net Loss. The Company experienced a net loss of $17.3 million, or $.95 loss per
diluted share for the year ended December 31, 2003, compared to a net loss of
$94.8 million, or $5.48 loss per diluted share, for the year ended December 31,
2002. The 2003 net loss is net of a gain on sale of assets of $23.2 million. The
2002 net loss includes the impact of various charges related to the completion
of the 2002 Refinancing Plan.


                                       28



Year Ended December 31, 2002 Compared with the Year Ended December 31, 2001

Highlights of the Company's 2002 results are as follows:

     --   The Free-standing ALs progressed from a negative to a positive segment
          operating contribution in 2002, and increased their occupancy from 63%
          at December 31, 2001 to 81% at December 31, 2002. Although the segment
          achieved  large  occupancy  gains,  significant  pricing  pressure and
          significant promotional incentives resulted in low rental rates.

     --   The Retirement Centers  experienced  increased labor costs,  including
          nursing wages,  increased  insurance and liability  related costs, and
          increased employee benefit costs (primarily medical).

     --   General and administrative costs include both the benefit of favorable
          rulings on prior  Medicare  accruals,  and increased  costs related to
          employee medical and the refinancing transactions.

     --   The Company had over $370 million of debt  maturing  during 2002, at a
          time when the  Free-standing  ALs were still filling up and were still
          producing   weak  operating   results.   These   maturities   included
          convertible  debentures that, as a result of various factors, were not
          converted to equity as had been originally anticipated.

     --   The Company  completed a 2002 Refinancing Plan that included  mortgage
          refinancings,  a series of sale-leaseback  transactions (predominately
          on assisted  living  properties  still in fill up stage),  an exchange
          offer on maturing debentures, and a high interest rate Mezzanine Loan.
          These  transactions  resulted  in  high  leverage,  and  significantly
          increased interest and lease expense.

     --   The 2002 results  include  several  significant  items  related to the
          various   refinancing   transactions,   including   $30.8  million  of
          additional lease expense,  $8.8 million of additional  amortization of
          leasehold costs, and $3.1 million of general and administrative costs.
          In addition,  $4.0 million of asset  impairments  were recorded during
          2002.

Retirement Centers
Revenue - Retirement Center revenues were $255.6 million for the year ended
December 31, 2002, compared to $224.7 million for the year ended December 31,
2001, an increase of $30.9 million, or 13.7%, which was comprised of:

     --   $21.4 million from increased  revenue per occupied unit. This increase
          is made up primarily of selling rate increases and increased ancillary
          services  provided to residents  (including a $4.2 million increase in
          therapy  services).  Rate  increases  include the impact of  increased
          Medicare  reimbursement  rates for skilled  nursing and  therapy,  the
          mark-to-market  effect from  turnover of  residents  (reselling  these
          units at higher current selling rates) and annual increases in monthly
          service fees from  existing  residents.  The year to year  increase in
          average occupancy was 344 units.  Occupancy of the segment at December
          31, 2002 was 94%.

     --   $11.3 million from increased  occupancy  resulting from the April 2002
          and July 2001  long-term  leases of Freedom  Plaza Arizona and Freedom
          Plaza Care Center, respectively.

     --   ($1.8)  million of other net  decreases is primarily  the reduction in
          home health services, as well as increased promotions/incentives given
          to new residents during 2002.

Community operating expenses - Retirement Center community operating expenses
were $173.7 million for the year ended December 31, 2002, compared to $147.2
million for the year ended December 31, 2001, an increase of $26.5 million, or
18.0%, which was comprised of:

     --   $12.6 million of labor and related costs. This increase is primarily a
          result of wage rate increases for  associates and additional  staffing
          costs of  approximately  $3.1  million  supporting  the  growth of the
          therapy services programs.

     --   $10.0 million from cost related to increased  occupancy resulting from
          the April 2002 and July 2001 long-term leases of Freedom Plaza Arizona
          and Freedom Plaza Care Center, respectively.

     --   $1.1 million of increased  marketing costs.  This increase is a result
          of  additional  marketing  staff and other  expenditures  at  selected
          communities,  primarily in response to general economic  conditions in
          the market.

     --   $2.8  million  of other  year to year cost  increases.  This  includes
          increases in  insurance,  food,  property  taxes,  and other  property
          related costs.



                                       29



Community operating contribution - Retirement Center operating contribution
was $81.9  million  for the year ended  December  31,  2002,  compared  to $77.5
million for the year ended  December 31, 2001, an increase of $4.4  million,  or
5.7%.

     --   The operating  contribution  margin  decreased  from 34.5% in 2001, to
          32.0% in 2002, a decrease of 2.5%. This decreased  margin is primarily
          the result of larger increases in labor and employee benefit costs, as
          well as increased  insurance and liability related costs. The addition
          of Freedom Plaza Arizona and increased ancillary services also reduced
          the operating contribution margin.

Free-standing  ALs Revenue -  Free-standing  AL revenues were $66.1 million
for the year ended  December  31, 2002,  compared to $29.2  million for the year
ended  December  31,  2001,  an increase of $36.9  million,  or 126%,  which was
comprised of:

     --   $21.1  million from  additional  revenues.  During  2001,  the Company
          acquired 12  leasehold  interests in  Free-standing  ALs, ten of which
          were acquired on December 31, 2001. Therefore, 2002 includes an entire
          year of revenues for these 12 communities.

     --   $15.8 million from increased  occupancy and revenue per occupied unit.
          Occupancy  increased  from 63% at December 31, 2001 to 81% at December
          31, 2002,  an increase of 18%,  resulting in an average of 1,934 units
          occupied,  versus 904 in 2001.  This  increase  includes the impact of
          price increases,  reduced discounting and promotional allowances,  and
          the turnover of  residents  (reselling  these units at higher  current
          rates),  and includes $2.8 million related to increased  revenues from
          therapy services.

     --   These amounts are net of the revenue for three  communities  that were
          classified  as  held-for-sale  which are  included as a  component  of
          discontinued  operations  and  two  Free-standing  ALs  owned  through
          unconsolidated joint ventures.

Community operating expenses - Free-standing AL community operating expenses
were $59.8 million for the year ended December 31, 2002, compared to $32.5
million for the year ended December 31, 2001, an increase of $27.3 million or
84%, which was comprised of:

     --   $19.4 million of labor and related costs.  This increase was primarily
          a result of wage rate increases for associates and additional staffing
          costs,  including  approximately $1.4 million supporting the growth of
          the therapy services programs.

     --   $2.6  million  of food  costs,  primarily  as a  result  of  increased
          occupancy.

     --   $5.3  million  of other  year to year cost  increases.  This  includes
          property tax  increases  of $1.4  million,  utility  increases of $1.2
          million, as well as other property related costs.

Community operating contribution - Free-standing AL operating contribution was
$6.3 million for the year ended December 31, 2002, compared to a loss of ($3.3)
million for the year ended December 31, 2001, an increase of $9.6 million.

     --   The operating  contribution  margin increased from negative (11.2%) in
          2001, to 9.5% in 2002, an increase of 20.7%.

     --   The increased margin in 2002 primarily  relates to strong increases in
          occupancy  and some  increases in revenue per occupied  unit,  coupled
          with increased community operating expenses during the fill-up stage.

Management Services. Management services revenues and operating contribution
were $2.0 million for the year ended December 31, 2002, compared to $2.3 million
for the year ended December 31, 2001, a decrease of $0.3 million, or 14.7%. The
decrease is primarily related to lower entrance fee sales of units during the
first half of 2002, which reduces the formula-based management fees at Freedom
Square, a managed community in Florida, and a decrease in the number of other
managed communities from eight at December 31, 2001 to six at December 31, 2002.

General and Administrative. General and administrative expense was $26.7 million
for the year ended December 31, 2002, compared to $29.3 million for the year
ended December 31, 2001, a decrease of $2.6 million, or 8.8%.

     --   ($6.3)   million  year  to  year  decrease  in  expense  for  Medicare
          reimbursement  assessments.  During the year ended  December 31, 2001,
          $3.6 million was accrued for an  assessment  related to 1998  Medicare
          reimbursements  at a community  managed by the  Company,  and bad debt
          provisions for various assessments  received on prior year home health
          reimbursements. During 2002, as a result of several favorable rulings,
          these   accruals   were   reduced  by  $2.7   million,   resulting  in
          approximately  $6.3  million of  year-to-year  decrease in general and
          administrative expense.

     --   $3.8 million of increased  accruals for self-insured  employee medical
          coverage plan.

     --   $3.1 million of various costs related to the 2002 Refinancing Plan.

     --   $2.1  million  decrease  in  workers'  compensation  and  general  and
          professional liability expense.

     --   General  and   administrative   expense  as  a  percentage   of  total
          consolidated  revenues decreased to 8.1% compared to 11.1%, a decrease
          of 3.0%


                                       30



     --   Corporate general and administrative  expense as a percentage of total
          combined revenues (including those that are managed) decreased to 6.5%
          compared  to 7.8% for the  years  ended  December  31,  2002 and 2001,
          respectively, calculated as follows:

                                                   Year ended December 31,
                                                   ----------------------
                                                      2002         2001
                                                      ----         ----
    Total consolidated revenues                    $ 328,634    $  263,520
    Revenues of unconsolidated managed
       communities                                    85,253       112,073

    Less management fees                              (1,959)       (2,296)
                                                   ------------------------
        Total combined revenue                     $ 411,928    $  373,297
                                                   ========================

    Total general and administrative expense       $  26,720    $   29,297
                                                   ========================

    General and administrative expense as a %
     of total consolidated revenues                      8.1%         11.1%
                                                   ========================
    General and administrative expense as a %
     of total combined revenue                           6.5%          7.8%
                                                   ========================

Lease Expense.  Lease expense was $71.6 million for the year ended December
31, 2002,  compared to $35.4  million for the year ended  December 31, 2001,  an
increase of $36.2 million, or 102%.

     --   Lease expense  (excluding  synthetic leases) was $35.1 million for the
          year ended  December 31, 2002,  compared to $17.4 million for the year
          ended December 31, 2001, an increase of $17.7 million,  or 102%.  This
          increase was primarily  attributable  to 11 additional  leases entered
          into by the Company  during  2001 and 2002,  consisting  primarily  of
          three  Retirement  Center leases,  which increased lease expense $10.1
          million,   and  the  acquisition  of  leasehold   interests  in  eight
          Free-standing  AL  communities,  which increased lease expense by $7.6
          million.

     --   As of December  31,  2002,  the Company no longer  operated any of its
          communities under synthetic lease structures.  Synthetic lease expense
          was $36.5  million for the year ended  December 31, 2002,  compared to
          $18.0  million for the year ended  December 31,  2001,  an increase of
          $18.5 million.

     --   Of the total $36.5  million of  synthetic  lease  expense for the year
          ended December 31, 2002,  $9.0 million  related to Retirement  Centers
          and $27.5 million related to Free-standing ALs.

     --   Of the total $36.5  million of  synthetic  lease  expense for the year
          ended  December  31, 2002,  $30.8  million  resulted  from losses from
          sale-leaseback  transactions  recorded  as  residual  value  guarantee
          amounts, of which $7.6 million related to Retirement Centers and $23.2
          million related to Free-standing ALs.

Depreciation and  Amortization.  Depreciation and amortization  expense was
$21.3  million for the year ended  December 31, 2002,  compared to $19.7 million
for the year ended December 31, 2001, an increase of $1.5 million,  or 7.7%. The
increase  was  primarily  related  to the  increase  in  depreciable  assets  of
approximately $53.6 million,  offset by the decrease in amortization of goodwill
of $1.0 million which is no longer amortized  pursuant to the Company's adoption
of FASB No. 142. These additional  assets relate primarily to the acquisition of
communities  (including  the December 31, 2002  acquisition  of Freedom  Village
Brandywine),  including leasehold interests,  and expansion of communities since
December 31, 2001, as well as ongoing capital expenditures.

Amortization  of Leasehold  Acquisition  Costs.  Amortization  of leasehold
acquisition  costs was $11.2  million  for the year  ended  December  31,  2002,
compared to $2.0 million for the year ended  December  31, 2001,  an increase of
$9.2 million. As a result of transactions  completed during 2002, which resulted
in a shorter  than  expected  remaining  life of  various  leases,  the  Company
accelerated  the  amortization  of  leasehold  acquisition  costs  and  recorded
additional amortization costs of $8.8 million during 2002.

Asset Impairments.  During the year ended  December 31, 2002,  the Company
recorded $4.0 million in charges related to delayed or discontinued  development
and certain financing transactions.


                                       31


Interest Expense. Interest expense was $46.3 million for the year ended December
31, 2002, compared to $38.4 million for the year ended December 31, 2001, an
increase of $7.9 million, or 20.6%. This increase was primarily attributable to
a higher average amount of indebtedness (prior to certain refinancing
transactions) during the year ended December 31, 2002, as well as higher
interest rates. The Company completed an extensive refinancing plan during 2002
in order to satisfy various 2002 debt maturities.

Other Income (Expense).

     --   Interest  income was $4.9 million in the year ended December 31, 2002,
          compared to $10.5  million for the year ended  December  31,  2001,  a
          decrease of $5.6 million,  or 53.6%.  The decrease in interest  income
          was primarily  attributable to lower income generated from the reduced
          amount  of  certificates  of  deposit  and notes  receivable  balances
          associated with certain terminated leasing transactions and management
          agreements.

     --   Equity in loss of Managed  SPE  Communities  (representing  the losses
          that the Company  funded for  operating  deficits  at certain  managed
          communities  which  exceeded  specified  limits)  decreased  from $5.0
          million in the year ended  December  31,  2001 to $0 in the year ended
          December 31, 2002. The Company had no further  Managed SPE Communities
          after December 31, 2001.

     --   Loss on sale of assets was $1.8 million during 2002, primarily related
          to the sale of a Free-standing AL in Florida.

Income Taxes. The provision for income taxes was a $487,000 expense for the year
ended December 31, 2002,  compared to a $11.8 million benefit for the year ended
December  31,  2001.  The Company has  recorded a  valuation  allowance  against
federal and state net operating  loss  carryovers as well as other  deferred tax
assets.  This valuation  allowance is based on the uncertainty that the value of
certain deferred tax assets will be realized.

Minority Interest in Earnings of Consolidated Subsidiaries, Net of Tax. Minority
interest in earnings of consolidated subsidiaries, net of tax, for 2002 and
2001, respectively, was $597,000 and $92,000, representing an increase of
$505,000. The increase was primarily attributable to the HCPI Equity Investment.

Discontinued Operations. During the quarter ended December 31, 2002, the Company
determined that a Free-standing AL would be held-for-sale. During 2003, the
Company determined two additional Free-standing ALs would also be held-for-sale.
Based upon an estimated sale price, the Company recorded a $5.9 million
impairment charge and $2.5 million of net loss for the year ended December 31,
2002, in discontinued operations. The results of operations for the year ended
December 31, 2001 has not been reclassified to discontinued operations within
the accompanying consolidated financial statements based on the overall
insignificance of these results.

Net Loss. The Company experienced a net loss of $94.8 million, or $5.48 loss per
diluted share for the year ended December 31, 2002, compared to a net loss of
$34.9 million, or $2.03 loss per diluted share, for the year ended December 31,
2001. The 2002 net loss includes the impact of various charges related to the
completion of the 2002 Refinancing Plan.


                                       32



Quarterly Results

The following table presents certain quarterly operating results for each of the
Company's last eight fiscal quarters, derived from the Company's unaudited
financial statements. The Company believes that all necessary adjustments have
been included in the amounts stated below to present fairly the quarterly
results when read in conjunction with the Consolidated Financial Statements.
Results of operations for any particular quarter are not necessarily indicative
of results of operations for a full year or predictive of future periods.



                                                      2003 Quarter Ended
                                       --------------------------------------------------     Year Ended
                                         Mar 31        June 30     Sept 30(1)    Dec 31      Dec 31, 2003
                                         ------        -------     -------       ------      ------------
                                             (dollar amounts in thousands, except share data)
Statement of Operations Data:
                                                                                
Total revenues                          $ 88,204      $ 90,624    $ 93,532       $95,736       $ 368,096
Net loss                                 (10,970)       (9,484)      9,880        (6,740)        (17,314)

Loss per share:
Basic                                  ($   0.63)    ($   0.53)   $   0.53      ($  0.36)     ($    0.95)
Weighted average basic shares
 outstanding                              17,343        18,051      18,739        18,962          18,278
Diluted                                ($   0.63)    ($   0.53)   $   0.41      ($  0.36)     ($    0.95)
Weighted average diluted shares
 outstanding                              17,343        18,051      24,578        18,962          18,278
                                       --------------------------------------------------
                                                      2002 Quarter Ended
                                       --------------------------------------------------     Year Ended
                                        Mar  31(2)    June 30(3)   Sept 30(4)    Dec 31(5)   Dec 31, 2002
                                       ----------    ----------  ----------     ---------    ------------
                                             (dollar amounts in thousands, except share data)
Statement of Operations Data:
Total revenues                          $ 76,046      $ 81,808    $ 84,616       $86,164       $ 328,634
Net loss                                 (38,071)     (19,418)     (22,569)      (14,699)        (94,757)

Loss per share:
Basic                                  ($   2.20)    ($  1.12)   ($   1.30)     ($  0.85)     ($   5.48)
Weighted average basic shares
   outstanding                            17,277        17,277      17,310        17,310          17,294

Diluted                                ($   2.20)    ($   1.12)  ($   1.30)     ($  0.85)     ($    5.48)
Weighted average diluted shares
   outstanding                            17,277        17,277      17,310        17,310          17,294



(1)  During the quarter ended  September 30, 2003,  the Company  recorded  $23.2
     million of gain on sale  related to the sale of a  Retirement  Center.  See
     Note 10 to the Consolidated Financial Statements.

(2)  During the quarter ended March 31, 2002, the Company recorded $23.2 million
     of lease expense related to residual value  guarantee  losses for synthetic
     leases the  Company  terminated  during  2002 and $6.5  million  related to
     accelerated  amortization  of  leasehold  acquisition  costs from the early
     termination of these leases.

(3)  During the quarter ended June 30, 2002,  the Company  recorded $7.0 million
     of lease expense related to residual value  guarantee  losses for synthetic
     leases the  Company  terminated  during  2002 and $2.3  million  related to
     accelerated  amortization  of  leasehold  acquisition  costs from the early
     termination of these leases.

(4)  During the quarter  ended  September  30, 2002,  the Company  recorded $2.5
     million in losses related to two land parcels due to development delays and
     one property determined to be held-for-sale, as well as a $1.9 million loss
     related to the sale of a  pre-stable  Free-standing  AL. The  Company  also
     recorded a $1.7 million  increase in its  self-insurance  reserves and also
     recognized $1.4 million of transaction  costs during the quarter related to
     the 2002 Refinancing Plan.

(5)  During the quarter  ended  December 31,  2002,  the Company  recorded  $1.5
     million in impairment losses related to certain land parcel developments.

Liquidity and Capital Resources

The Company's primary sources of cash from its operating activities are the
collection of monthly and other billings for providing housing, healthcare
services and ancillary services at its communities, the proceeds from the sale
of entrance fees and management fees from the communities it manages for third
parties. These collections are primarily from residents or their families, with
approximately 11.8% coming from various reimbursement programs (primarily
Medicare). The primary uses of cash for the Company's ongoing operations include
the payment of community operating expenses, including labor costs and related
benefits, general and administrative costs, lease and interest payments,
principal payments required under various debt agreements, refunds due as
residents terminate entrance fee contracts, working capital requirements, and
capital expenditures necessary to maintain the Company's buildings and
equipment.


                                       33



As a result of the 2002 Refinancing Plan, although the Company satisfied all its
debt maturing in 2002, the Company remains highly leveraged with substantial
debt and lease obligations. The Company incurred additional debt and lease
obligations and most of them at increased interest rates, including the
Mezzanine Loan which carries a 19.5% interest rate (9% paid currently).

The Company is highly leveraged and has substantial payment commitments for
lease, interest, principal and other payments on outstanding debt and lease
obligations. As shown in the Future Cash Commitments table below, the Company
has significant payment obligations during the next five years. These
commitments and the Company's plans regarding them are described below:

- --   The  Company's  long  term  debt  payments  include   recurring   principal
     amortization  and other  amounts due each year plus various  maturities  of
     mortgages and other loans.

- --   Long term debt payments  include mortgage debt payments due of $8.8 million
     in 2004,  $10.8  million  in 2005 and $5.3  million  in 2006.  The  Company
     intends to repay or refinance  these  amounts as they come due,  subject to
     available funds and market conditions.

- --   The 2007  long  term debt  payments  include,  in  addition  to other  debt
     payments,  the maturity of the  remaining  $77.9  million of the  Mezzanine
     Loan, plus the deferred interest  described below. This loan may be prepaid
     without  penalty  beginning  in  September  2005.  The  Company  previously
     negotiated  and prepaid $51.8 million on this loan during  September  2003.
     Since the Mezzanine Loan accrues  interest at 19.5%, the Company is focused
     on refinancing it at its earliest  opportunity,  if acceptable  refinancing
     alternatives are available.  These alternatives may include  sale-leaseback
     or  sale   manage-back   transactions,   mortgage   financing,   or   other
     alternatives.  Refinancing  this loan prior to September 2005 would require
     permission from the lender, of which there can be no assurance.

- --   Future accrued  interest on Mezzanine Loan represents the future accrual of
     interest on the Mezzanine  Loan. Of the 19.5%  interest on the loan, the
     Company currently pays 9.0%, with 10.5% accrued but deferred until maturity
     or  prepayments. It is the Company's plan to refinance this amount as part
     of the refinancing of the underlying principal on this loan as described
     above. The balance of the interest accrued from December 31, 2003 until the
     September 2007 maturity is $39.8 million. The balance as of September 2005,
     the beginning of the period when prepayment of the loan is permitted, is
     $15.8 million.

- --   The 2008 long term debt  payments  include  $13.7  million  due on notes to
     certain former joint venture partners. The 2008 payments also include $10.9
     million  of Series B Notes,  which are  convertible  into  shares of common
     stock of the Company at $2.25 per share. During 2003, $5.1 million of these
     notes were retired  through  such  conversions.  In  addition,  the Company
     issued a notice of  redemption  during  March 2004 for $4.5  million of the
     Series B Notes.  The  Company  will pay the notes so redeemed in March 2004
     from its cash on hand or from  funds  from  operations.  However,  based on
     recent prices for the Company's  stock,  the Company  anticipates that most
     holders will exercise  their  conversion  rights prior to  redemption.  The
     Company  may issue  additional  redemption  notices  in the  future for the
     remaining Series B Notes.

- --   Lease financing obligations and Operating Leases - As of December 31, 2003,
     the Company leases 41 of its communities and leases certain equipment. As a
     result,  the Company incurs significant lease payments from these long-term
     leases. The Company intends to fund these lease obligations  primarily from
     cash provided by operations.

- --   Debt associated with assets held-for-sale of $16.4 million is mortgage debt
     that  will  be  repaid  from  sale  proceeds  of  the  related   properties
     held-for-sale.



                                       34



As of December 31, 2003, the Company had approximately $16.7 million in
unrestricted cash and cash equivalents, and $11.2 million of working capital.
The Company believes that its current cash and cash equivalents, expected cash
flow from operations, the proceeds from the sale of certain assets currently
held-for-sale, and the proceeds from additional financing transactions or
earnouts will be sufficient to fund its operating requirements, capital
expenditure requirements, periodic debt service requirements, and lease
obligations during the next twelve months.

Since the Company is highly leveraged, the cash needs for lease and interest
payments, and principal payments on outstanding debt will remain very high for
the foreseeable future and be a significant burden on the Company. In order to
meet its liquidity requirements over the longer term, including its debt
maturities, the Company is focusing on:

- --   Increasing  its cash  flow  from  operations  - The  current  level of cash
     generated  by  operations  will not be  sufficient  to meet the future debt
     service  levels of the Company.  The Company is focused on  increasing  its
     cash flow from  operations  primarily by increasing  its  occupancy  levels
     (primarily at its Free-standing AL communities) and revenue per unit at all
     communities   through   periodic  selling  rate  increases  and  additional
     services,  while  controlling  operating  expenses and  maintaining  strong
     entrance fee sales.

- --   Refinancing  certain  debt  maturities  as they  come due - It will be very
     important  that  the  operational  results  of the  Company,  industry  and
     economic  conditions,  and capital market  conditions enable the Company to
     refinance  various debt maturities as they come due in future years.  Given
     the high  leverage of the Company,  cash flow from  operations  will not be
     sufficient  to repay all of the Company's  debt  maturities in full as they
     come due.

- --   Reducing  its cost of capital - As a result of the  completion  of the 2002
     Refinancing  Plan the Company  significantly  increased  its  leverage  and
     average  cost of capital  (for  various  debt and lease  obligations).  The
     Company is continuously exploring  opportunities to reduce its leverage and
     average debt cost by  refinancing  high cost debt,  including the high cost
     Mezzanine Loan.

Although approximately 75% of the Company's debt currently has fixed rates,
given the Company's significant leverage, increases in interest rates could
materially increase its future debt service costs. As a result of operating
losses, the Company has not incurred significant tax payments in recent years.
Although the Company has operating loss carryforwards at December 31, 2003,
future operational results and transactional activity could result in tax
liabilities in future years.

The Company may also consider, from time to time, development or acquisition of
additional senior living communities or other assets. Such transactions, if
significant, would generally require arrangement of separate leases, mortgages
or other financing by the Company.

A significant amount of the Company's indebtedness and lease agreements is
cross-defaulted. Any non-payment or other default with respect to such
obligations (including non-compliance with a financial or restrictive covenants)
could cause the Company's lenders to declare defaults, accelerate payment
obligations or foreclose upon the communities securing such indebtedness or
exercise their remedies with respect to such communities. Furthermore, because
of cross-default and cross-collateralization provisions in most of the Company's
mortgages, debt instruments, and leases, a default by the Company on one of its
debt instruments or lease agreements is likely to result in a default or
acceleration of many of the Company's other obligations, which would have a
material adverse effect on the Company. Certain of the Company's loans and
leases contain financial and other covenants. The Company believes that
projected results from operations and cash flows will be sufficient to satisfy
these covenants during fiscal 2004. However, there can be no assurances that the
Company will remain in compliance with those covenants or that the Company's
creditors will grant amendments or waivers in the event of future
non-compliance.

The Company has primarily used a combination of mortgage financing (including
the Mezzanine Loan), lease financing, and convertible debentures to finance its
cash needs over the past several years. In the future, subject to Company
performance and market conditions, the Company would expect to utilize various
types of financing including mortgage financing, lease financing, and may
consider public debt or equity offerings as well.


                                       35




Cash Flow, Investing  and Financing Activity

During 2003, the Company experienced a negative net cash flow of $1.5 million.
Net cash used by operating activities was $0.8 million, net cash used by
investing activities was $3.7 million and net cash provided by financing
activities was $2.9 million. The Company's unrestricted cash balance was $16.7
million as of December 31, 2003, as compared to $18.2 million as of December 31,
2002. Primarily, cash was provided from improved operating results and strong
entrance fee sales, proceeds from refinancing transactions and asset sales,
while cash was used primarily for debt service and lease obligations, working
capital and capital expenditures.

Net cash used by operating activities decreased from $6.2 million for 2002 to
$0.8 million for 2003, primarily a result of improving continuing operational
results, and increased net cash from entrance fee sales. The Company completed a
refinancing transaction in September 2003, in order to reduce the balance of its
highest cost debt, the Mezzanine Loan, and reduce its overall cost of capital.
This transaction is further described in Note 10 to the consolidated financial
statements.

During 2002, the Company experienced a negative net cash flow of $1.1 million.
Net cash used by operating activities was $6.2 million for 2002, net cash
provided by investing activities was $9.3 million and net cash used by financing
activities was $4.2 million. The Company's unrestricted cash balance was $18.2
million as of December 31, 2002, as compared to $19.3 million as of December 31,
2001. Primarily, cash was provided from the positive cash flow from the
Retirement Centers, refinancing activities and sales of assets, while cash was
used for start-up losses of the Company's Free-standing ALs during the fill-up
stage.

During 2001, the Company experienced a negative net cash flow of $516,000. Net
cash provided by operating activities was $3.2 million, net cash used by
investing activities was $24.1 million and net cash provided by financing
activities was $20.5 million. The Company's unrestricted cash balance was $19.3
million as of December 31, 2001, as compared to $19.9 million as of December 31,
2000. Primarily, cash was provided from the positive cash flow from the
Retirement Centers, refinancing activities and sales of assets, while cash was
used to fund the start-up losses of the Company's Free-standing ALs during the
fill-up stage.

The level of capital spending, primarily for refurbishing apartments and
maintaining the quality of community assets, was $10.8 million for 2003, and is
expected to increase during 2004 as a result of additional community maintenance
projects. The Company routinely makes capital expenditures to maintain or
enhance communities under its control. The Company's capital expenditure budget
for fiscal 2004 is approximately $17 million.

Net cash from entrance fee sales (proceeds from entrance fee sales, less refunds
of entrance fee terminations) was $22.0 million for 2003, $16.8 million for
2002, and $7.7 million for 2001. These increases are primarily from an increased
number of entrance fee units sold and from the addition of Freedom Plaza Arizona
(an EF Community) beginning in April 2002. The Company will be focused on
maintaining strong entrance fee sales for 2004. In future years, the level of
sales may be impacted by the number of available units in the Company's EF
Communities, which is due in part to average length of stay and unit turnover
rates.


                                       36



Future Cash Commitments

The following tables summarize the Company's total contractual obligations and
commercial commitments as of December 31, 2003 (amounts in thousands):




                                                                  Payments Due by Period
                                         ---------------------------------------------------------------------------
                                             2004        2005         2006        2007         2008     Thereafter
                                             ----        ----         ----        ----         ----     ----------

                                                                                       
Long-term debt                            $  8,775      $10,772      $ 5,257     $91,970     $ 40,043    $ 80,599
Debt associated with assets
     held-for-sale(1)                       16,432            -            -           -            -           -
Lease financing obligations                  5,433        5,941        6,325       6,864        7,467      68,817
Operating leases                            64,497       65,698       66,940      68,223       67,364     542,596
Future accrued interest on Mezzanine
 Loan(2)                                         -            -            -      39,840            -           -
                                          --------------------------------------------------------------------------
Total contractual cash obligations        $ 95,137     $ 82,411     $ 78,522    $206,897     $114,874   $ 692,012
                                          --------------------------------------------------------------------------
Interest income on notes receivable(3)     (1,092)      (1,079)      (1,068)     (1,057)      (1,047)    (19,638)
                                          --------------------------------------------------------------------------
Contractual obligations, net               $94,045     $ 81,332      $77,454   $ 205,840    $ 113,827   $ 672,374
                                          ==========================================================================

                                                       Amount of Commitment Expiration Per Period
                                         ---------------------------------------------------------------------------
                                             2004        2005          2006        2007        2008      Thereafter
                                             ----        ----          ----        ----        ----      ----------
Line of Credit                              $7,000            -            -           -            -           -
Guaranties(4)                               $1,183       $1,284       $9,553      $1,322       $1,440    $ 20,903
                                          --------------------------------------------------------------------------
Total commercial commitments              $  8,183       $1,284      $ 9,553      $1,322      $ 1,440    $ 20,903
                                          ==========================================================================




(1)  Since this debt is associated with assets held-for-sale, the debt is
     classified as current liabilities. However, only $1.3 million is due within
     the next twelve months by its contractual terms.

(2)  The Mezzanine Loan matures on September 30, 2007 and has a cash interest
     payment rate of 9% per year, which increases after April 2004 by fifty-five
     basis points each year, plus additional accrued interest (which converts to
     principal) to its stated interest rate of 19.5% compounding quarterly.  The
     amount of interest reflected above represents the unpaid interest which the
     Company will be accruing and compounding quarterly from December 31, 2003
     until its September 30, 2007 maturity, unless paid-off earlier.

(3)  A portion of the lease payments noted in the above table is repaid to the
     Company as interest income on notes receivable from the lessors.

(4)  Guarantees include mortgage debt related to four communities. The mortgage
     debt guaranteed by the Company relates to two Retirement Centers under a
     long-term management agreement and a long-term operating lease agreement
     and the Company's two joint ventures.

Critical Accounting Policies

Certain critical accounting policies are complex and involve significant
judgments by the Company's management, including the use of estimates and
assumptions, which affect the reported amounts of assets, liabilities, revenues
and expenses. As a result, changes in these estimates and assumptions could
significantly affect the Company's financial position or results of operations.
The Company bases its estimates on historical experience and on various other
assumptions that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities. Actual results may differ from these estimates under
different assumptions or conditions. The significant accounting policies used in
the preparation of the Company's financial statements are more fully described
in Note 2 to the Consolidated Financial Statements.


                                       37



Revenue Recognition and Assumptions at Entrance Fee Communities

The Company's six EF Communities provide housing and healthcare services through
entrance fee agreements with residents. Under certain of these agreements,
residents pay an entrance fee upon entering into the contract and are
contractually guaranteed certain limited lifecare benefits. The recognition of
entrance fee revenue requires the use of various actuarial estimates. The
Company recognizes this revenue by recording the nonrefundable portion of the
residents' entrance fees as deferred entrance fee income and amortizing it into
revenue using the straight-line method over the estimated remaining life
expectancy of each resident or couple. The Company periodically assesses the
reasonableness of its mortality tables and other actuarial assumptions.

Self-Insurance Liability Accruals

The Company is subject to various legal proceedings and claims that arise in the
ordinary course of its business. The Company maintains property, general
liability and professional malpractice insurance policies for the Company's
owned, leased and certain of its managed communities under a master insurance
program. The Company's general and professional liability policy provides for
loss coverage at amounts ranging from $1 million to $5 million. In addition, the
Company operates under a large deductible workers compensation program with
excess loss coverage of $350,000 per individual claim and approximately $7.25
million in the aggregate. The Company is self-insured for amounts below these
excess loss coverage amounts. The Company reviews the adequacy of its accruals
related to general and professional liability and workers' compensation claims
on an ongoing basis, using historical claims, third party administrator
estimates, advice from legal counsel and industry loss development factors, and
adjusts accruals periodically. Changes in fact patterns or industry development
factors could have a significant impact on the required accrual levels. On
January 1, 2002, the Company became self-insured for employee medical coverage.
Estimated costs related to these self-insurance programs are accrued based on
known claims and projected claims incurred but not reported.

Allowance for Doubtful Accounts

The Company reports accounts receivable, net of an allowance for doubtful
accounts, to represent its estimate of the amount that ultimately will be
realized in cash. The allowance for doubtful accounts was $2.3 million and $2.4
million as of December 31, 2003 and 2002, respectively. The Company reviews the
adequacy of its allowance for doubtful accounts on an ongoing basis, using
historical payment trends, write-off experience, analyses of receivable
portfolios by payor source and aging of receivables, as well as a review of
specific accounts, and makes adjustments to the allowance as necessary. Changes
in legislation or economic conditions could have an impact on the collection of
existing receivable balances or future allowance considerations.

During 2003 and 2002, 11.8% and 10.5%, respectively, of the Company's resident
and health care revenues were derived from services covered by various
third-party payor programs, including Medicare and Medicaid. Billings for
services under third-party payor programs are recorded net of estimated
retroactive adjustments under reimbursement programs. Retroactive adjustments
are accrued on an estimated basis in the period the related services are
rendered and adjusted in future periods or as final settlements are determined.
The Company accrues contractual or cost related adjustments from Medicare or
Medicaid when assessed (without regard to when the assessment is paid or
withheld), even if the Company has not agreed to or is appealing the assessment.
Based upon final settlements with third-party payor programs, subsequent
positive or negative adjustments to these accrued amounts are recorded in net
revenues upon final settlement during the year of service, or in general and
administrative expense upon final settlement subsequent to the year of service.

Leasehold Acquisition Costs

At  December  31, 2003 and 2002,  the  Company had $33.2  million and $22.9
million,  respectively,  of  leasehold  acquisition  costs.  The  terms  of  the
leasehold interests range from June 2011 to August 2018.  Leasehold  acquisition
costs are  amortized  principally  on a  straight-line  basis over the remaining
contractual  or  expected  life of the  related  lease  agreements.  Accumulated
amortization for the years ended December 31, 2003 and 2002 was $6.5 million and
$4.2 million,  respectively.  Amortization  expense for the years ended December
31, 2003 and 2002 was $2.4 million and $11.2 million,  respectively.  During the
fourth quarter of 2001, the Company  determined that it intended to exercise its
termination rights under its fourteen synthetic leases during 2002. Accordingly,
the Company accelerated the amortization of the leasehold  acquisition costs for
these communities over the expected lease  termination  date,  resulting in $8.8
million  of  accelerated  leasehold  amortization  expense  for the  year  ended
December 31, 2002.  The Company  assesses the  leasehold  acquisition  costs for
impairment  based upon the amount of  estimated  undiscounted  future cash flows
from the communities over the remaining lease terms.

                                       38



Lease Classification

As of December 31, 2003, the Company operated 41 of its senior living
communities under long-term leases. Certain of these leases provide for various
additional lease payments, as well as renewal options. The Company, as the
lessee, makes a determination with respect to each of these leases whether they
should be accounted for as operating leases or lease financing obligations. The
Company bases its classification criteria on estimates regarding the fair value
of the leased community, minimum lease payments, the Company's effective cost of
funds, the economic life of the community and certain other terms in the lease
agreements. Sale lease-back transactions are recorded as financings when the
transactions include a form of continuing involvement, such as purchase options
or contingent earn-outs. Sale lease-back transactions recorded as financings
result in maintaining the land, building and equipment on the Company's balance
sheet as well as recording debt equal to the net cash proceeds received.

Long-lived Assets and Goodwill

As of December 31, 2003, the Company's long-lived assets were comprised
primarily of $464.9 million of land, buildings and equipment and $33.2 million
of leasehold acquisition costs. In accounting for the Company's long-lived
assets, other than goodwill and other intangible assets, the Company applies the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. Beginning
January 1, 2002, the Company accounted for goodwill and other intangible assets
under the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. As
of December 31, 2003, the Company had $36.5 million of goodwill.

The determination and measurement of an impairment loss under these accounting
standards requires the significant use of judgment and estimates. The
determination of fair value of these assets utilizes cash flow projections that
assume certain future revenue and cost levels, assumed discount rates based upon
current market conditions and other valuation factors, all of which involve the
use of significant judgment and estimation. For the year ended December 31,
2002, the Company recorded $4.0 million of asset impairments related to
long-lived assets, all of which are classified as held-for-sale at December 31,
2002. Future events may indicate differences from management's judgments and
estimates which could, in turn, result in increased impairment. Future events
that may result in increased impairment charges include increases in interest
rates, which would impact discount rates, lower than projected occupancy rates
and changes in the cost structure of existing communities.

Purchase Options

Purchase options to acquire property are recorded at their cost and, upon
exercise, are applied to the cost of the property at the time of acquisition.
Nonrefundable purchase options are expensed when they expire or when the Company
determines it is no longer probable that the property will be acquired. The
Company currently has purchase options related to two communities with an
aggregate recorded value of $11.4 million. Based upon variable termination
clauses dependent upon occupancy, an option with a recorded value of $10.4
million will expire in October 2017 and an option with a recorded value of $1.0
million will expire in December 2012. The Company intends to exercise these
purchase options. If the Company determined at some future time that it no
longer intended to exercise these options, that it will transfer them for other
consideration, or that their value was impaired, a loss would be recorded at
that time.


                                       39



Recognition of Contingent Earn-outs

During 2002 and 2001, as part of eight sale lease-back transactions with a third
party buyer, the Company recognized losses on sale of assets of $918,000, net of
estimated contingent earn-outs of $5.6 million (out of a maximum of $15.7
million). The earn-out provisions of the lease agreements specify certain
criteria that must be met to receive the earn-out consideration. Based upon its
review of the earn-out criteria, the Company believes that these estimated
amounts are realizable, however, actual results may differ from these estimates
under different assumptions or conditions. Management periodically assesses the
recoverability of the recorded balances and adjusts the carrying amount to its
revised estimate with a corresponding increase or decrease to interest expense.

Recent Accounting Pronouncements

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December
2003), Consolidation of Variable Interest Entities, which addresses how a
business enterprise should evaluate whether it has a controlling financial
interest in an entity through means other than voting rights and accordingly
should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, which was issued in January 2003.
Based upon the Company's current understanding of the current guidance provided
by the FASB, the Company has three variable interest entities with which it
holds a significant variable interest.

For any VIEs that must be consolidated under FIN 46R, the assets, liabilities
and noncontrolling interests of the VIE initially would be measured at their
carrying amounts with any differences between the net amount added to the
balance sheet and any previously recognized interest being recognized as a
cumulative effect of an accounting change. The Company is in the process of
reviewing its managed entities and agreements, and will consolidate any managed
entities in accordance with the then current consolidation literature beginning
January 1, 2004. At this time, it is anticipated that the Company will
consolidate Freedom Square effective January 1, 2004 and the effect on the
Company's consolidated balance sheet would be an increase of approximately $59.2
million to assets, liabilities and minority interests.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. SFAS 150
establishes standards for the classification and measurements of certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 also includes required disclosures for financial instruments within its
scope. SFAS 150 was effective for financial instruments entered into or modified
after May 31, 2003, and otherwise was effective July 1, 2003. The Company has
not entered into any financial instruments within the scope of SFAS 150 since
May 31, 2003, nor does it currently hold any significant financial instruments
within its scope. Adoption of the standard did not have an impact on the
Company's consolidated financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements - Managed Communities


The Company manages five Retirement Centers for third parties which are included
in the Management Services operating segment. Of the managed  communities,  two
are  cooperatives  that  are  owned  by  their  residents,  one  is  owned  by a
not-for-profit  sponsor  and one is  owned by a  non-related  third  party.  The
Company's  remaining   management   agreement  relates  to  the  Freedom  Square
Retirement Center ("Freedom  Square"),  which the Company operates pursuant to a
long-term management  contract.  The initial term of the management contract has
16 years  remaining,  and  there is an  additional  extension  term of 20 years,
exercisable at the Company's  option.  Freedom Square is a 735 unit entrance fee
community and the Company earns a management  fee pursuant to the Freedom Square
management  contract  that is  equal to all of the cash  flow  generated  by the
community,  including  entrance  fee  sales  proceeds,  that is in excess of its
operating costs, capital expenditures, mortgage payment and a fixed $3.0 million
annual  distribution to the owner, which escalates 3% annually.  The Company has
guaranteed  the $16.8  million  first  mortgage  debt  secured by the land,  and
certain buildings and equipment at Freedom Square.


                                       40



Two free-standing assisted living residences are non-consolidated and owned by
joint ventures. ARC owns 50% of one of the joint ventures and 37.5% of the other
and has joined with its venture  partners in guaranteeing  $8.7 million of first
mortgage debt secured by one of the joint venture assets.

Related Party Transactions

The Company places an emphasis on identifying transactions with parties known to
be related to ensure that terms of any transactions are equal to the terms that
clearly independent third parties would have negotiated in similar transactions.
Management believes that each of the Company's related party transactions were
consummated on terms no more favorable to the related parties than in arm's
length transactions.

W.E.  Sheriff,  the Company's  chairman,  chief executive officer and president,
owns 50% of Maybrook Realty,  Inc., which owns Freedom Plaza Care Center (FPCC),
a 128-bed  nursing and 44-bed  assisted  living center and  approximately  7,000
square feet of office  space  subleased to a third  party,  in Peoria,  Arizona.
Freedom  Plaza Care Center is on the campus of the Freedom  Plaza of Arizona,  a
community that the Company leases and operates. Maybrook Realty acquired Freedom
Plaza Care  Center on  September  30,  1999 from its former  owner.  The Company
managed  FPCC from  October  1999 until  June 2001 and,  upon  completion  of an
expansion,  the Company  entered into a long-term  operating lease for FPCC. The
lease term expires in December  2015,  and  provides  the Company one  five-year
renewal  option  and an option to acquire  FPCC at an agreed  upon  amount.  The
Company  also served as the  developer of the  expansion of FPCC and  recognized
$46,875 of development  fee in 2001.  Total lease payments during 2003, 2002 and
2001  under  this  lease  were $2.1  million,  $2.1  million  and $1.1  million,
respectively.  For 2003,  the  Company  recorded  approximately  $800,000 of net
income from FPCC.

During 2001 and 2000, the Company acquired leasehold interests in six
Free-standing ALs owned by affiliates of John Morris, a director of the Company.
The Company issued a $7.6 million, 9.58% fixed interest only note, due October
1, 2008. This note, and certain similar notes, are secured by the Company's
interest in a Retirement Center located in Richmond, Virginia and a
Free-standing AL in San Antonio, Texas. The terms of this note and its related
security instruments are identical to those issued to certain unaffiliated
entities in connection with the simultaneous acquisition of certain other
communities.

Impact of Inflation

Inflation could affect the Company's future revenues and results of operations
because of, among other things, the Company's dependence on senior residents,
many of whom rely primarily on fixed incomes to pay for the Company's services.
As a result, during inflationary periods, the Company may not be able to
increase resident service fees to account fully for increased operating
expenses. In structuring its fees, the Company attempts to anticipate inflation
levels, but there can be no assurance that the Company will be able to
anticipate fully or otherwise respond to any future inflationary pressures.

Risks Associated with Forward Looking Statements

This Form 10-K contains certain forward-looking statements within the meaning of
the federal securities laws, which are intended to be covered by the safe
harbors created thereby. Those forward-looking statements include all statements
that are not historical statements of fact and those regarding the intent,
belief or expectations of the Company or its management including, but not
limited to, all statements concerning the Company's anticipated improvement in
operations and anticipated or expected cash flow; the Company's expectations
regarding trends in the senior living industry; the discussions of the Company's
operating and growth strategy; the Company's liquidity and financing needs; the
Company's expectations regarding future entry fee sales or increasing occupancy
at its Retirement Centers or Free-standing ALs; the Company's alternatives for
raising additional capital and satisfying its periodic debt and lease
obligations; the projections of revenue, income or loss, capital expenditures,
and future operations; and the availability of insurance programs. All
forward-looking statements involve risks and uncertainties including, without
limitation, the risks and uncertainties described in this report under the
caption "Risk Factors."



                                       41



Should one or more of those risks materialize, actual results could differ
materially from those forecasted or expected. Although the Company believes that
the assumptions underlying the forward-looking statements contained herein are
reasonable, any of these assumptions could prove to be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this Form 10-K will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the forecasts,
expectations, objectives or plans of the Company will be achieved. The Company
undertakes no obligation to publicly release any revisions to any
forward-looking statements contained herein to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.

Risk Factors

Substantial Debt and Operating Lease Obligations

The Company is highly leveraged with a substantial amount of debt and lease
obligations. The cash needs for lease and interest payments, and principal
payments on outstanding debt will remain very high for the foreseeable future
and be a significant burden on the Company. At December 31, 2003, the Company
had long-term debt, including current portion and debt associated with assets
held-for-sale, of $354.7 million and was obligated to pay minimum rental
obligations in 2003 of approximately $64.5 million under long-term operating
leases. The Company has current scheduled debt principal payments for 2004 of
$14.2 million, as well as $16.4 million of debt associated with assets
held-for-sale (of which only $1.3 million is due within the next twelve months
by its terms), plus substantial payments due under its lease obligations. For
the year ended December 31, 2003, the Company's net cash provided by continuing
operations was negative. There can be no assurance that the Company will be able
to generate sufficient cash flows from operations to meet required interest,
principal, and lease payments in future periods.

Certain of the Company's current debt agreements and leases contain various
financial and other restrictive covenants, which may restrict the Company's
flexibility in operating its business. Any payment or other default with respect
to such obligations could cause lenders to cease funding and accelerate payment
obligations or to foreclose upon the communities securing such indebtedness or,
in the case of an operating lease, could terminate the lease, with a consequent
loss of income and asset value to the Company. While the Company endeavors to
comply with all financial covenant requirements, there can be no assurance that
the Company's creditors will grant amendments or waivers in the event of
non-compliance. Furthermore, because of cross-default and
cross-collateralization provisions in certain of the Company's mortgages, debt
instruments, and leases, a default by the Company on one of its payment
obligations could result in default or acceleration of several of the Company's
other obligations. Failure to remain in compliance with its financial covenants
could have a material adverse impact on the Company.

Ability to Refinance Debt Obligations

Given the high leverage of the Company, cash flow from continuing operations
will not be sufficient to repay all debt maturities in full as they come due.
The Company will need the ability to refinance certain debt maturities as they
come due. The ability for the Company to refinance debt obligations may be
impacted by its operational results, industry and economic conditions, capital
market conditions, and other factors that may not be in the Company's control.
The inability of the Company to refinance various debt maturities as they come
due in future years could have a material adverse impact on the Company and its
financial condition.

Ability to Increase Cash Flow From Operations

The Company has experienced significant losses from operations during the past
several years, and must increase its cash flow from operations in order to meet
its future debt and lease payment obligations. These increases are contingent on
the Company's ability to increase its occupancy (especially in its Free-standing
AL communities), and to increase its revenue per unit through rate increases and
additional fees and services. The Free-standing AL segment of the senior living
industry experienced significant overcapacity and price discounting between 2000
and 2002, and the Company experienced significant losses associated with the
fill-up of its Free-standing ALs (most of which began operations during 1999 and
2000) during this time. Increasing cash flow from operations will also be
contingent on the Company's ability to derive significant entrance fee sales
each year through the remarketing of available units at its EF Communities, and
to maintain and increase the price level of these units. Cash flow from
continuing operations may also be impacted by increases in the Company's
operating and overhead costs, many of which are beyond the Company's control,
unless these increases can be recovered through rate increases. In addition,
changes in amounts reimbursed under programs such as Medicare and Medicaid may
have an adverse impact on the Company in the future. There can be no assurance
that the Company will be able to increase occupancy, increase cash through
entrance fee sales, raise billing rates, and control its costs in order to
increase its cash flow from operations.


                                       42



Liability Insurance and Risks of Liability Claims

The delivery of personal and health care services entails an inherent risk of
liability. In recent years, participants in the senior living and health care
services industry have become subject to an increasing number of lawsuits
alleging negligence or related legal theories, many of which involve large
claims and result in the incurrence of significant defense costs and significant
exposure. The Company currently maintains property, liability and professional
medical malpractice insurance policies for the Company's owned, leased and
certain of its managed communities under a master insurance program. The number
of insurance companies willing to provide general liability and professional
liability insurance for the nursing and assisted living industry has declined
dramatically and the premiums and deductibles associated with such insurance has
risen substantially in recent years. In addition, the Company maintains programs
for worker compensation and employee medical coverage which are partially
self-insured.

There can be no assurance that the current level of accruals will be adequate to
cover the actual liabilities that may be incurred by the Company. There can be
no assurance that a claim in excess of the Company's insurance coverage limits
will not arise. A claim against the Company not covered by, or in excess of, the
Company's coverage limits could have a material adverse effect upon the Company.
Furthermore, there can be no assurance that the Company will be able to obtain
adequate liability insurance in the future or that, if such insurance is
available, it will be available on acceptable terms.

Community Management, Staffing, and Labor Costs

The Company competes with other providers of senior living and health care
services with respect to attracting and retaining qualified management personnel
responsible for the day-to-day operations of each of the Company's communities
and skilled technical personnel responsible for providing resident care. In
certain markets, a shortage of nurses or trained personnel has required the
Company to enhance its wage and benefits package in order to compete in the
hiring and retention of such personnel or to hire more expensive temporary
personnel. The Company will also be heavily dependent on the available labor
pool of semi-skilled and unskilled employees in each of the markets in which it
operates. The Company has experienced a competitive labor market, periodic
shortages of qualified workers in certain markets, and increasing wage rates for
many of these employees. The Company cannot be sure its labor costs will not
increase, or that, if they do increase, they can be matched by corresponding
increases in rates charged to residents. If the Company is unable to attract and
retain qualified management and staff personnel, control its labor costs, or
pass on increased labor costs to residents through rate increases, the Company's
business, financial condition, and results of operations would be adversely
affected.

Exposure to Rising Interest Rates

Future indebtedness,  from commercial banks or otherwise, and lease obligations,
including those related to REIT facilities, are expected to be based on interest
rates prevailing at the time such debt and lease  arrangements are obtained.  As
of December  31,  2003,  the Company  had $267.5  million of fixed rate debt
outstanding.  The Company has $87.2  million of rate debt at December  31, 2003.
However,  $59.0 million of the variable rate debt  agreements  contain  interest
rate floors which allow market interest rates to fluctuate  without  necessarily
changing the Company's interest rate.  Therefore,  considering the $28.2 million
of variable  rate debt without such interest  rate floors,  each  one-percentage
point increase in interest rates would result in an increase in interest expense
for the coming year of approximately $282,000.  Increases in prevailing interest
rates would  increase the Company's  interest or lease payment  obligations  and
could  have a  material  adverse  effect on the  Company's  business,  financial
condition, and results of operations.


                                       43



Loss of Key Officers

The Company relies upon the services of its executive officers. The loss of some
of our  executive  officers and the  inability  to attract and retain  qualified
management  personnel  could affect our ability to manage our business and could
adversely  affect the  Company's  business,  financial  condition and results of
operations.

Termination of Residency Agreements

The Company's residency agreements with its independent living residents (other
than entrance fee contracts) are generally for a term of one year (terminable by
the resident upon 30 to 60 days written notice). Although most residents remain
for many years, the Company does not contract with residents for longer periods
of time. If a large number of residents elected to terminate their resident
agreements at or around the same time, then Company revenues and earnings could
be adversely affected.

Dependence on Attracting Residents with Sufficient Resources to Pay

Approximately 88.2% of the Company's total revenues for 2003 were attributable
to private pay sources. The Company expects to continue to rely primarily on the
ability of residents to pay for the Company's services from their personal or
family financial resources and long-term care insurance. Future economic or
investment market conditions or other circumstances that adversely affect the
ability of seniors to pay for the Company's services could have a material
adverse effect on the Company's business, financial condition, and results of
operations.

Risks Associated With Lifecare Benefits

Six of the communities operated by the Company are lifecare EF Communities that
offer residents a limited lifecare benefit. Residents of these communities pay
an upfront entrance fee upon occupancy, of which a portion is generally
refundable, with an additional monthly service fee while living in the
community. This limited lifecare benefit is typically (a) a certain number of
free days in the community's health center during the resident's lifetime, (b) a
discounted rate for such services, or (c) a combination of the two. The lifecare
benefit varies based upon the extent to which the resident's entrance fee is
refundable. The pricing of entrance fees, refundability provisions, monthly
service fees, and lifecare benefits are determined from actuarial projections of
the expected morbidity and mortality of the resident population. In the event
the entrance fees and monthly service payments established for the communities
are not sufficient to cover the cost of lifecare benefits granted to residents,
the results of operations and financial condition of the communities would be
adversely affected.

Residents of the Company's EF Communities are guaranteed a living unit and
nursing care at the community during their lifetime, even if the resident
exhausts his or her financial resources and becomes unable to satisfy his or her
obligations to the community. In addition, in the event a resident requires
nursing care and there is insufficient capacity for the resident in the nursing
facility at the community where the resident lives, the community must contract
with a third party to provide such care. Although the Company screens potential
residents to ensure that they have adequate assets, income, and reimbursements
from government programs and third parties to pay their obligations to the
communities during their lifetime, there can be no assurance that such assets,
income, and reimbursements will be sufficient in all cases. If insufficient, the
Company has rights of set-off against the refundable portions of the residents'
deposits, and would also seek available reimbursement under Medicaid or other
available programs. To the extent that the financial resources of some of the
residents are not sufficient to pay for the cost of facilities and services
provided to them, or in the event that the communities must pay third parties to
provide nursing care to residents of the communities, the Company's results of
operations and financial condition would be adversely affected.

Risks of Operations in Concentrated Geographic Areas

Part of the Company's business strategy is to own, lease or manage senior living
communities in concentrated geographic service areas. The Company has a large
concentration of communities in Florida, Texas, Arizona and Colorado, among
other areas. Accordingly, the Company's operating results may be adversely
affected by various regional and local factors, including economic conditions,
real estate market conditions, competitive conditions, and applicable laws and
regulations.


                                       44




Government Regulation and the Burdens of Compliance

Federal and state governments regulate various aspects of the Company's
business. The development and operation of senior living communities and the
provision of health care services are subject to federal, state, and local
licensure, certification, and inspection laws. Failure to comply with these laws
and regulations could result in the denial of reimbursement, the imposition of
fines, temporary suspension of admission of new patients, restrictions on
operating or marketing entrance fee communities, suspension or decertification
from Medicare, Medicaid, or other state or Federal reimbursement programs,
restrictions on the Company's ability to acquire new communities or expand
existing communities, or revocation of a community's license. There can be no
assurance that the Company will not be subject to penalties in the future, or
that federal, state, or local governments will not impose restrictions on the
Company's activities that could materially adversely affect the Company's
business, financial condition, or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Disclosure About Interest Rate Risk The Company is subject to market risk from
exposure to changes in interest rates based on its financing, investing, and
cash management activities. The Company utilizes a balanced mix of debt
maturities along with both fixed-rate and variable-rate debt to manage its
exposures to changes in interest rates. For fixed rate debt, changes in interest
rates generally affect the fair market value of the debt, but not earnings or
cash flows. Conversely, for variable rate debt, changes in interest rates
generally do not impact fair market value of the debt, but do affect the future
earnings and cash flows. The Company generally does not prepay fixed rate debt
prior to maturity without penalty. Therefore, interest rate risk and changes in
fair market value should not have a significant impact on the fixed rate debt
until the Company is required to refinance such debt. The Company has $87.2
million of variable rate debt at December 31, 2003. However, $59.0 million of
the variable rate debt agreements contain interest rate floors which allow
market interest rates to fluctuate without necessarily changing the Company's
interest rate. Therefore, considering the $28.2 million of variable rate debt
without such interest rate floors, each one-percentage point increase in
interest rates would result in an increase in interest expense for the coming
year of approximately $282,000.

The Company does not expect changes in interest rates to have a material effect
on income or cash flows in 2004, since 75.4% of the Company's debt has fixed
rates. There can be no assurances, however, that interest rates will not
significantly change and materially affect the Company. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."

In addition, the Company has entered into an interest rate swap agreement with a
major financial institution to manage its exposure. The swap involves the
receipt of a fixed interest rate payment in exchange for the payment of a
variable rate interest payment without exchanging the notional principal amount.
Receipts on the agreement are recorded as a reduction to interest expense. Under
the agreement, the Company receives a fixed rate of 6.87% on the $34.0 million
of debt, and pays a floating rate stated by the swap agreement based upon LIBOR
and a foreign currency index with a maximum rate of 8.12%.

Disclosure About Market Exchange Risk The Company received notice from the New
York Stock Exchange ("NYSE") in December 2002 that it was below the NYSE's
continued listing requirements relating to total market capitalization of $50
million and minimum shareholder's equity of $50 million. As permitted by the
NYSE, the Company submitted a plan during early 2003 demonstrating how the
Company intends to comply with the continued listing requirements. The NYSE
accepted the Company's plan and is monitoring the Company's progress during the
eighteen month period ending June 2004. In addition, the NYSE has recently
amended its continued listing requirements to increase the required market
capitalization and minimum shareholder's equity from $50 million each to $75
million each. If the Company's common stock is not eligible for trading on the
NYSE, the liquidity and value of its common stock could be adversely affected.
Should the Company's shares cease to be traded on the NYSE, the Company believes
an alternative trading market will be available for its common stock. If the
Company's common stock were not listed or quoted on another market or exchange,
trading in the Company's common stock would be conducted in the over-the-counter
market on an electronic bulletin board established for unlisted securities. As a
result, an investor would find it more difficult to trade, or to obtain accurate
quotations for the price of, the Company's common stock. If the Company is not
able to have its common stock listed or quoted on another acceptable market or
exchange, the liquidity and value of its common stock would be adversely
affected.


                                       45




Item 8.    Financial Statements and Supplementary Data

Index to Financial Statements

Independent Auditors' Report                                             47

Consolidated Balance Sheets --- December 31, 2003 and 2002               48

Consolidated Statements of Operations --- Years ended
 December 31, 2003, 2002 and 2001                                        49

Consolidated Statements of Shareholders' Equity --- Years ended
 December 31, 2003, 2002 and 2001                                        51

Consolidated Statements of Cash Flows --- Years ended
 December 31, 2003, 2002 and 2001                                        52

Notes to Consolidated Financial Statements                               54

Financial Statement Schedules                                            83

         Schedule II - Valuation and Qualifying Accounts
         Schedule IV - Mortgage Loans on Real Estate

         All other schedules omitted are not required, inapplicable or the
         information required is furnished in the financial statements or notes
         therein.


                                       46




       INDEPENDENT AUDITORS' REPORT

       The Board of Directors and Shareholders
       American Retirement Corporation:

       We have audited the accompanying consolidated balance sheets of American
       Retirement Corporation and subsidiaries as of December 31, 2003 and 2002
       and the related consolidated statements of operations, shareholders'
       equity, and cash flows for each of the years in the three-year period
       ended December 31, 2003. In connection with our audits of the
       consolidated financial statements, we have also audited financial
       statement Schedule II - Valuation and Qualifying Accounts and financial
       statement Schedule IV - Mortgage Loans on Real Estate as of December 31,
       2003 and for each of the years in the three-year period ended December
       31, 2003. These consolidated financial statements and financial statement
       schedules are the responsibility of the Company's management. Our
       responsibility is to express an opinion on these consolidated financial
       statements and financial statement schedules based on our audits.

       We conducted our audits in accordance with auditing standards generally
       accepted in the United States of America. Those standards require that we
       plan and perform the audit to obtain reasonable assurance about whether
       the financial statements are free of material misstatement. An audit
       includes examining, on a test basis, evidence supporting the amounts and
       disclosures in the financial statements. An audit also includes assessing
       the accounting principles used and significant estimates made by
       management, as well as evaluating the overall financial statement
       presentation. We believe that our audits provide a reasonable basis for
       our opinion.

       In our opinion, the consolidated financial statements referred to above
       present fairly, in all material respects, the financial position of
       American Retirement Corporation and subsidiaries as of December 31, 2003
       and 2002 and the results of their operations and their cash flows for
       each of the years in the three-year period ended December 31, 2003, in
       conformity with accounting principles generally accepted in the United
       States of America. Also, in our opinion, the related financial statement
       schedules, when considered in relation to the basic consolidated
       financial statements taken as a whole, presents fairly, in all material
       respects, the information set forth therein.

       As  discussed  in note 2 to the  consolidated  financial  statements,
       effective January 1, 2002,  the Company  changed its method of
       accounting  for goodwill in accordance  with  Statement of Financial
       Accounting  Standards  (SFAS) No. 142, "Goodwill and Other Intangible
       Assets" and impairment of long-lived  assets and discontinued  operations
       in  accordance  with SFAS No. 144  "Accounting  for the Impairment or
       Disposal of Long-Lived Assets."


       /s/ KPMG LLP

       Nashville, Tennessee
       March 4, 2004



                                       47



AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)                      December 31
                                                   -------------------
                                                      2003     2002
                                                   --------- ---------
ASSETS
Current assets:
  Cash and cash equivalents                         $16,706   $18,244
  Assets limited as to use                           16,551    17,359
  Accounts receivable, net of allowance for
   doubtful accounts                                 13,518    12,523
  Inventory                                           1,219     1,378
  Prepaid expenses                                    3,789     3,903
  Deferred income taxes                               2,936     3,028
  Assets held-for-sale                               20,176    34,071
  Other current assets                               10,961     6,680
                                                   --------- ---------
    Total current assets                             85,856    97,186

Assets limited as to use, excluding amounts
 classified as current                               22,655    21,701
Land, buildings and equipment, net                  464,888   578,804
Notes receivable                                     18,925    19,176
Goodwill                                             36,463    36,463
Leasehold acquisition costs, net of accumulated
 amortization                                        33,207    22,861
Other assets                                         53,041    63,807
                                                   --------- ---------
    Total assets                                   $715,035  $839,998
                                                   ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                 $14,208   $13,526
  Debt associated with assets held-for-sale          16,432    20,246
  Accounts payable                                    4,102     5,187
  Accrued interest                                    3,268     4,620
  Accrued payroll and benefits                        9,724     7,652
  Accrued property taxes                             10,571     9,917
  Other accrued expenses                              7,605     8,164
  Other current liabilities                           8,747    12,149
                                                   --------- ---------
    Total current liabilities                        74,657    81,461

Long-term debt, excluding current portion           324,055   506,879
Refundable portion of entrance fees                  62,231    59,609
Deferred entrance fee income                        122,389   118,498
Tenant deposits                                       4,624     4,898
Deferred gains on sale-leaseback transactions        92,596    27,622
Deferred income taxes                                 5,360     3,806
Other long-term liabilities                          17,452    11,717
                                                   --------- ---------
    Total liabilities                               703,364   814,490
                                                   --------- ---------

Minority interest                                    10,864    12,601

Commitments and contingencies (See notes)

Shareholders' equity:
  Preferred stock, no par value; 5,000,000 shares
   authorized, no shares issued or outstanding            -         -
  Common stock, $.01 par value; 200,000,000 shares
   authorized, 19,670,501 and 17,341,191 shares
   issued and outstanding, respectively                 197       173
  Additional paid-in capital                        150,896   145,706
  Accumulated deficit                              (150,286) (132,972)
                                                   --------- ---------
    Total shareholders' equity                          807    12,907
                                                   --------- ---------
    Total liabilities and shareholders' equity     $715,035  $839,998
                                                   ========= =========

See accompanying notes to the consolidated financial statements


                                       48



AMERICAN RETIREMENT CORPORATION AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

                                            Years ended December 31,
                                         -----------------------------
                                            2003     2002       2001
                                         --------- --------- ---------
Revenues:
  Resident and health care               $357,820  $321,629  $253,920
  Management and development services       4,771     1,959     2,296
  Reimbursed expenses                       5,505     5,046     7,304
                                         --------- --------- ---------
    Total revenues                        368,096   328,634   263,520

Operating expenses:
  Community operating expenses            248,846   233,460   179,718
  General and administrative               25,410    26,720    29,297
  Lease expense                            47,095    71,569    35,367
  Depreciation and amortization            24,265    21,255    19,737
  Amortization of leasehold acquisition
   costs                                    2,421    11,183     1,980
  Asset impairments                             -     4,011     6,343
  Reimbursed expenses                       5,505     5,046     7,304
                                         --------- --------- ---------
    Total operating expenses              353,542   373,244   279,746
                                         --------- --------- ---------

    Operating income (loss)                14,554   (44,610)  (16,226)

Other income (expense):
  Interest expense                        (50,437)  (46,325)  (38,422)
  Interest income                           2,653     4,888    10,540
  Gain (loss) on sale of assets            23,152    (1,814)   (1,005)
  Equity in losses of managed special
   purpose entity communities                   -         -    (5,029)
  Lease income                                324     2,627     2,852
  Other                                      (422)       (4)      623
                                         --------- --------- ---------
    Other expense, net                    (24,730)  (40,628)  (30,441)
                                         --------- --------- ---------

    Loss from continuing operations
     before income taxes, minority
     interest and discontinued operations (10,176)  (85,238)  (46,667)

Income tax expense (benefit)                2,661       487   (11,837)
                                         --------- --------- ---------

    Loss from continuing operations
     before minority interest and
     discontinued operations              (12,837)  (85,725)  (34,830)

Minority interest in earnings of
 consolidated subsidiaries, net of tax     (2,427)     (597)      (92)
                                         --------- --------- ---------

    Loss from continuing operations
     before discontinued operations       (15,264)  (86,322)  (34,922)

Discontinued operations, net of tax        (2,050)   (8,435)        -
                                         --------- --------- ---------

    Net loss                             $(17,314) $(94,757) $(34,922)
                                         ========= ========= =========

See accompanying notes to the consolidated financial statements


                                       49



AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
(in thousands, except share data)

                                               Years ended December 31,
                                               -----------------------
                                                 2003    2002    2001
                                               ------- ------- -------
Basic loss per share:
  Basic loss per share from continuing
   operations                                  $(0.84) $(4.99) $(2.03)
  Loss from discontinued operations, net of tax (0.11)  (0.49)      -
                                               ------- ------- -------
  Basic loss per share                         $(0.95) $(5.48) $(2.03)
                                               ======= ======= =======

Diluted loss per share:
  Diluted loss per share from continuing
   operations                                  $(0.84) $(4.99) $(2.03)
  Loss from discontinued operations, net of tax (0.11)  (0.49)      -
                                               ------- ------- -------
  Diluted loss per share                       $(0.95) $(5.48) $(2.03)
                                               ======= ======= =======

Weighted average shares used for basic loss
 per share data                                18,278  17,294  17,206
Effect of dilutive common stock options             -       -       -
                                               ------- ------- -------
Weighted average shares used for diluted loss
 per share data                                18,278  17,294  17,206
                                               ======= ======= =======

See accompanying notes to the consolidated financial statements

                                       50



AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)

                      Common stock   Additional               Total
                   -----------------  paid-in   Accumulated shareholders'
                     Shares   Amount  capital    deficit       equity
                   ------------------------------------------------------

Balance at December
 31, 2000          17,065,395  $171  $145,079    $(3,293)    $141,957

Net loss                    -     -         -    (34,922)     (34,922)
Issuance of common
 stock pursuant to
 employee stock
  purchase plan        60,718     1       143          -          144
Issuance of common
 stock to fund
 employer 401k
 contribution         138,907     1       333          -          334
Issuance of common
 stock pursuant to
 stock options
 exercised             11,500     -        35          -           35
                   ---------------------------------------------------
Balance at December
 31, 2001          17,276,520  $173  $145,590   $(38,215)    $107,548
                   ---------------------------------------------------

Net loss                    -     -         -    (94,757)     (94,757)
Issuance of common
 stock pursuant to
 employee stock
 purchase plan         64,671     -       116          -          116
                   ---------------------------------------------------
Balance at December
 31, 2002          17,341,191  $173  $145,706  $(132,972)     $12,907
                   ---------------------------------------------------

Net loss                    -     -         -    (17,314)     (17,314)
Issuance of common
 stock pursuant to
 employee stock
 purchase plan         62,793     1       111          -          112
Issuance of common
 stock for conversion
 of convertible
 debentures         2,266,517    23     5,079          -        5,102
                   ---------------------------------------------------
Balance at December
 31, 2003          19,670,501  $197  $150,896  $(150,286)        $807
                   ===================================================

See accompanying notes to the consolidated financial statements


                                       51



AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
                                            Years ended December 31,
                                          -----------------------------
                                             2003      2002     2001
                                          --------- --------- ---------
Cash flows from operating activities:
  Net loss                                $(17,314) $(94,757) $(34,922)
    Loss from discontinued operations        2,050     8,435         -
                                          --------- --------- ---------
  Loss from continuing operations          (15,264)  (86,322)  (34,922)
  Adjustments to reconcile loss from
   continuing operations to net
   cash and cash equivalents (used)
   provided by operating activities:
    Depreciation and amortization           26,686    32,438    21,717
    Amortization of deferred financing costs 2,259     2,665     2,683
    Residual value guarantee loss, included
     in lease expense                            -    30,793     7,854
    Asset impairments                            -     4,011     6,343
    Entrance fee items:
      Amortization of deferred entrance fee
       revenue                             (13,295)  (12,392)  (10,598)
      Proceeds from entrance fee sales      35,132    26,187    14,946
      Refunds of entrance fee terminations (13,159)   (9,365)   (7,250)
    Deferred income tax benefit              1,645       (17)  (11,773)
    Amortization of deferred gain on sale-
     leaseback transactions                 (4,960)   (3,398)   (2,367)
    Minority interest in earnings of
     consolidated subsidiaries               2,427       597        92
    Losses (gains) from unconsolidated
     joint ventures                            478       582       (14)
    (Gain) loss on sale of assets          (23,152)    1,814     1,005
    Issuance of stock to employee 401k plan      -         -       334
  Changes in assets and liabilities,
   exclusive of acquisitions and sale
   leaseback transactions:
    Accounts receivable                        337    (1,321)    5,797
    Inventory                                  157       (59)      (57)
    Prepaid expenses                            53      (649)       80
    Other assets                            (4,463)    2,068     4,165
    Accounts payable                          (525)   (2,776)     (442)
    Accrued interest                           414     1,036      (396)
    Other accrued expenses and other current
     liabilities                              (213)   10,178     3,649
    Tenant deposits                           (276)   (1,144)     (659)
    Deferred lease liability                 4,741     2,993       173
    Other liabilities                          170    (4,141)    2,799
                                          --------- --------- ---------
Net cash and cash equivalents (used)
 provided by continuing operating
 activities                                   (808)   (6,222)    3,159

Cash flows from investing activities:
    Additions to land, buildings and
     equipment                             (10,807)  (34,203)  (56,282)
    Proceeds from the sale of assets         8,405    25,048    28,526
    (Purchase of) proceeds from assets
     limited as to use, net                 (1,620)   22,234    (4,229)
    Receipts from (issuance of) notes
     receivable, net                           251    (1,818)    9,081
    Other investing activities                 112    (1,281)   (1,231)
    Expenditures for leasehold acquisitions,
     net of cash received                        -      (612)        -
                                           -------- --------- ---------
Net cash (used) provided by investing
 activities                                 (3,659)    9,368   (24,135)


See accompanying notes to the consolidated financial statements


                                       52


AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(in thousands)
                                           Years ended December 31,
                                          ---------------------------
                                            2003      2002     2001
                                          -------- --------- --------
Cash flows from financing activities:
  Proceeds from the issuance of long-term
   debt                                   $ 9,612  $278,892  $54,024
  Principal payments on long-term debt    (14,399) (284,623) (30,029)
  Accrual of deferred interest             11,651     2,971        -
  Proceeds from equity investment, net of
   distributions                           (1,123)   12,004        -
  Principal reductions in master trust
   liability                               (1,356)   (1,447)  (1,092)
  Accrual of contingent earnouts             (594)   (3,560)       -
  Expenditures for financing costs           (978)   (8,597)  (2,622)
  Other financing costs                       112       116      179
                                          -------- --------- --------
Net cash provided (used) by financing
 activities                                 2,925    (4,244)  20,460
                                          -------- --------- --------

Net cash and cash equivalents used by
 continuing operations                     (1,542)   (1,098)    (516)
Net cash and cash equivalents provided by
 discontinued operations                        4         8        -
                                          -------- --------- --------
Net decrease in cash and cash equivalents  (1,538)   (1,090)    (516)

Cash and cash equivalents at beginning of
 year                                      18,244    19,334   19,850
                                          -------- --------- --------
Cash and cash equivalents at end of year  $16,706  $ 18,244  $19,334
                                          ======== ========= ========

Supplemental disclosure of cash flow
 information:
- ------------------------------------------
  Cash paid during the year for interest
   (including capitalized interest)       $38,870  $ 36,665  $35,829
                                          ======== ========= ========
  Income taxes paid                       $ 1,324  $    241  $    65
                                          ======== ========= ========

Supplemental disclosure of non-cash transactions:
- ------------------------------------------------

During the year ended  December  31,  2003,  the Company  issued  2,266,517
shares of common  stock,  par value  $0.01 per share to  certain  holders of the
Company's 10% Series B Convertible  Senior  Subordinated Notes (Series B Notes).
The holders  elected to convert $5.1 million of the  convertible  debentures  to
common stock at the conversion  price of $2.25 per share. As a result,  debt and
equity changed as follows:

                                            Years ended December 31,
                                          ---------------------------
                                            2003      2002     2001
                                          -------- --------- --------
   Long-term debt                         $(5,102) $      -  $     -
   Common stock                                23         -        -
   Additional paid-in capital               5,079         -        -

During  the  respective   years,   the  Company   acquired/(sold)   certain
communities,  entered into and amended certain lease agreements, and sold a land
parcel  in  Virginia.  In  conjunction  with  these  transactions,   assets  and
liabilites increased/(decreased) as follows:

                                            Years ended December 31,
                                          ---------------------------
                                            2003     2002      2001
                                          -------- --------- --------
   Leasehold acquisition costs            $     -  $      -  $19,329
   Land, buildings and other assets       (18,006)  202,165    1,430
   Other assets                              (821)  (99,106)   9,532
   Current liabilities                    (13,127)   54,196   12,918
   Long-term debt                          (4,879)   48,863   17,373

During the year  ended  December  31,  2001 the  Company  funded its 401(k)
contribution  with 138,907  shares of its common stock at a fair market value of
$334,000.

During the year ended December 31, 2001, the Company acquired the leasehold
interests in 12 communities the Company had previously managed.  The liabilities
assumed  exceeded the assets  acquired by $19.2  million,  which was recorded as
leasehold acquistion costs and is being amortized over the life of the leases or
the expected life of the leases, whichever is shorter.

See accompanying notes to the consolidated financial statements

                                       53



AMERICAN RETIREMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Organization and Presentation

The accompanying financial statements as of and for the years ended December 31,
2003, 2002 and 2001 include the consolidated financial statements of American
Retirement Corporation ("ARC") and its wholly-owned and majority owned
subsidiaries (ARC and such subsidiaries being collectively referred to as the
"Company") that manage, own and operate senior living communities. The Company
maintains each of its subsidiaries as a separate and distinct legal entity.
Absent express contractual provisions or agreements to the contrary, neither the
Company nor any of its subsidiaries are liable for, nor are any of their
respective assets available to satisfy, the obligations or liabilities of any
other subsidiary or the Company. The accounts of limited liability companies,
joint ventures and partnerships are consolidated when the Company maintains
effective control over such entities' assets and operations, notwithstanding, in
some cases, a lack of majority ownership. During 2003, new accounting literature
expanded the prior interpretations regarding consolidation of variable interest
entities. See Note 2. Under this literature, the Company would consolidate any
communities it manages for others if the Company has the unilateral ability to
conduct the ordinary course of business of the subject communities and is the
primary beneficiary of the managed entities earnings or losses. The Company
plans to complete its review of these entities and agreements, and will
consolidate any managed entities in accordance with the then current
consolidation literature. All significant inter-company balances and
transactions have been eliminated in consolidation.

(2) Summary of Significant Accounting Policies and Practices

The Company principally provides housing, health care, and other related
services to senior residents through the operation and management of senior
living communities located throughout the United States. The communities provide
a combination of independent living, assisted living and skilled nursing
services. The following is a summary of the Company's significant accounting
policies.

(a)  Use of Estimates and Assumptions: The preparation of the consolidated
     financial statements requires management to make estimates and assumptions
     relating to the reported amounts of assets and liabilities and disclosure
     of contingent assets and liabilities at the date of the consolidated
     financial statements and the reported amounts of revenues and expenses
     during the period. Significant items subject to such estimates and
     assumptions include the carrying amount of land, buildings and equipment,
     leasehold acquisition costs and goodwill; valuation allowances for
     receivables and deferred income tax assets; actuarial life expectations of
     residents; and obligations related to employee benefits and general
     liability claims. Actual results could differ from those estimates.

(b)  Recognition of Revenue: The Company provides residents with housing and
     health care services through various types of agreements. The Company also
     receives fees for managing senior living communities owned by others.

     The majority of the Company's communities provide housing and health care
     services through annually renewable agreements with the residents. Under
     these agreements, residents are billed monthly fees for housing and
     additional services, which are recognized as revenue under these agreements
     on a monthly basis as the services are provided to its residents.

     Management services revenue is recorded monthly as services and
     administrative support under management agreements are provided to the
     owners and lessees of the subject communities. Such revenues are determined
     by an agreed formula set forth in the applicable management agreement
     (e.g., a specified percentage of revenues, income or cash flows of the
     managed community, or a negotiated fee per the management agreement).

     Certain communities provide housing and health care services under various
     types of entrance fee agreements with residents (EF Communities). These
     agreements require new independent living residents to pay an upfront
     entrance fee, and may obligate the Company to provide a limited healthcare
     benefit in the form of future assisted living or skilled nursing housing
     and services during the life of the resident. These benefits generally take
     the form of reduced monthly or daily rates for assisted living or skilled
     nursing services, or a certain number of days of these services are allowed
     at no additional cost during each quarter or year. Each new entrance fee
     resident must meet certain asset and income criteria as part of these
     lifecare agreements.


                                       54



     Generally, a portion of the entrance fee is refundable to the resident or
     the resident's estate upon termination of the agreement. The refundable
     amount is recorded by the Company as refundable portion of entrance fees, a
     long-term liability, until termination of the agreement. The remainder of
     the entrance fee is recorded as deferred entrance fee income and is
     amortized into revenue using the straight-line method over the estimated
     remaining life expectancy of the resident, based upon actuarial
     projections. Additionally, under these agreements the residents pay a
     monthly service fee, which entitles them to the use of certain amenities
     and certain services. Residents may also elect to obtain additional
     services, which are also billed on a monthly basis, as the services are
     provided. The Company recognizes these additional fees as revenue on a
     monthly basis when earned.

     Certain communities also provide services under a type of an entrance fee
     agreement whereby the entrance fee is fully refundable to the resident or
     the resident's estate contingent upon the occupation of the unit by the
     next resident, unless otherwise required by applicable state law. In this
     situation, the resident also shares in a percentage, typically 50%, of any
     appreciation in the entrance fee paid by the succeeding resident, but
     receives no healthcare benefit. This contingent refund is paid to the
     preceding resident only upon occupancy of the unit by a new, succeeding
     resident. Because these refunds are contingent and only payable out of
     subsequent entrance fee proceeds, these entrance fees are classified on the
     Company's consolidated balance sheet as deferred entrance fee income.
     Because these units can be reoccupied during the remaining life of the
     building and the Company's obligations continue as long as the unit can be
     reoccupied, these refunds are amortized into revenue on a straight-line
     basis over the remaining life of the building. In the unusual event that
     the new resident's entrance fee is less than the previous resident's
     entrance fee, the Company immediately recognizes the entire shortfall as a
     loss during the current period. Additionally, under these agreements the
     residents pay a monthly service fee, which entitles them to the use of
     certain amenities and certain services. These residents may also elect to
     obtain additional services, which are billed on a monthly basis, as the
     services are provided. The Company recognizes these additional fees as
     revenue on a monthly basis when earned. If residents terminate these
     agreements, they are required to continue to pay their monthly service fee
     for the lesser of a specified time period (typically one year) or until the
     relevant unit is reoccupied.

     Resident and health care revenues are reported at the estimated net
     realizable amounts from residents, third-party payors, and others for
     services rendered, including estimated retroactive adjustments under
     reimbursement agreements with third-party payors.

(c)  Cash and Cash Equivalents: For purposes of the Consolidated Statements of
     Cash Flows, the Company considers highly liquid debt investments with
     original maturities of three months or less to be cash equivalents.

(d)  Assets Limited as to Use: Assets limited as to use are classified as held
     to maturity and include assets held by lenders under loan agreements in
     escrow for property taxes and property improvements, operating reserves
     required by certain state licensing authorities and certificates of
     deposit, held as collateral for letters of credit or in conjunction with
     leasing activity and insurance requirements, as well as resident deposits.

     A decline in the fair value of any held-to-maturity security below cost
     that is deemed to be other than temporary results in an impairment in
     carrying amount to fair value. The impairment is charged to earnings and a
     new cost basis for the security is established. Premiums and discounts are
     amortized or accreted over the life of the related held-to-maturity
     security as an adjustment to yield using the effective interest method.
     Dividend and interest income are recognized when earned.

(e)  Accounts Receivable: Accounts receivable are reported at the invoiced
     amount. The allowance for doubtful accounts is the Company's best estimate
     of the amount of probable credit losses in the Company's existing accounts
     receivable. The Company determines the allowance based on historical
     write-off experience and actual resident information. The Company reviews
     its allowance for doubtful accounts monthly. Past due balances over certain
     days (dependent on payor type) and over a specified amount are reviewed
     individually for collectibility. All other balances are reviewed on a
     pooled basis by payor type. Account balances are charged off against the
     allowance after all means of collection have been exhausted and the
     potential for recovery is considered remote.

(f)  Inventory: Inventory consists of supplies and is stated at the lower of
     cost (first-in, first-out) or market.


                                       55



(g)  Assets Held-for-Sale: Assets held-for-sale are reported at the lower of the
     carrying amount or fair value less costs to sell. Upon classification as
     held-for-sale, depreciation on depreciable assets ceases.

(h)  Land, Buildings, and Equipment: Land, buildings, and equipment are recorded
     at cost and include interest capitalized on long-term construction projects
     during the construction period, as well as other costs directly related to
     the acquisition, development, and construction of the communities.
     Depreciation and amortization are computed using the straight-line method
     over the estimated useful lives of the related assets. Buildings and
     improvements are depreciated over 15 to 40 years, and furniture, fixtures
     and equipment are depreciated over three to seven years. Leasehold
     improvements are amortized over the shorter of their useful life or
     remaining base lease term. Construction in progress includes costs incurred
     related to the development, construction or remodeling of senior living
     communities. If a project is abandoned or delayed, any costs previously
     capitalized are measured for impairment and expensed accordingly.

(i)  Purchase Options: Purchase options to acquire property are recorded at
     their cost and, upon exercise, are applied to the cost of the property at
     the time of acquisition. Nonrefundable purchase options are expensed when
     they expire or when the Company determines it is no longer probable that
     the property will be acquired. If the Company determined at some future
     time that it no longer intended to exercise these options, that it will
     transfer them for other consideration, or that their value was impaired, a
     loss would be recorded at that time.

(j)  Notes Receivable: Notes receivable are recorded at cost, less any related
     allowance for impaired notes receivable. Impairment losses are included in
     the allowance for doubtful accounts through a charge to bad debt expense.
     Management considers a note to be impaired when it is probable that the
     Company will be unable to collect all amounts due according to the
     contractual terms of the note agreement.

(k)  Goodwill: Goodwill represents the excess of costs over fair value of assets
     of businesses acquired. In July 2001, the FASB issued SFAS No. 141,
     Business Combinations and SFAS No. 142, Goodwill and Other Intangible
     Assets. SFAS No. 141 addresses financial accounting and reporting for
     business combinations requiring the use of the purchase method of
     accounting and reporting for goodwill and other intangible assets requiring
     that goodwill and intangible assets with indefinite useful lives no longer
     be amortized, but instead tested for impairment at least annually in
     accordance with the provisions of SFAS No. 142. SFAS No. 142 requires
     intangible assets with definite useful lives be amortized over their
     respective useful life to their estimated residual values, and reviewed for
     impairment. As of December 31, 2003 and 2002, the Company had $36.5 million
     of goodwill. Amortization expense related to goodwill was approximately
     $1.0 million for the year ended December 31, 2001, or $0.06 per dilutive
     share. The Company adopted SFAS No. 142 on January 1, 2002.

     With the adoption of SFAS No. 142, the Company reassessed the useful lives
     and residual values of all intangible assets acquired in purchase business
     combinations, and determined that no amortization period adjustments were
     required. In addition, the Company did not identify any intangible assets
     with indefinite useful lives, other than goodwill. The transitional
     provisions of SFAS No. 142 required the Company to perform an assessment of
     whether there was an indication that goodwill was impaired as of the date
     of adoption. To accomplish this, the Company identified its reporting units
     and determined the carrying value of each reporting unit by assigning the
     assets and liabilities, including the existing goodwill and intangible
     assets, to those reporting units as of the date of adoption. For purposes
     of allocating and evaluating goodwill and intangible assets, the Company
     considers Retirement Centers and Free-standing ALs as its reporting units.
     All recorded goodwill as of the date of adoption was attributable to the
     Retirement Center reporting unit. To the extent a reporting unit's carrying
     amount exceeded its fair value, an indication existed that the reporting
     unit's goodwill may be impaired and the Company was required to perform the
     second step of the transitional impairment test. The Company completed step
     one of the initial impairment provisions of SFAS No. 142 and determined
     that the fair value of its Retirement Center reporting unit exceeded its
     net book value at January 1, 2002, thus indicating goodwill was not
     impaired. The required annual impairment assessment was performed during
     the fourth quarters of 2002 and 2003 which resulted in no indication of
     impairment.

(l)  Leasehold Acquisition Costs: Leasehold acquisition costs consist primarily
     of costs incurred in conjunction with entering into certain new leases and
     for costs incurred for the acquisition of lease rights from previously
     managed special purpose entity communities. These costs provide the Company
     the opportunity to lease the communities. Leasehold acquisition costs are
     amortized principally on a straight-line basis over the remaining
     contractual or expected life of the related lease agreements if shorter.


                                       56



(m)  Other Assets: Other assets consist primarily of security deposits,
     unexercised nonrefundable purchase options, deferred financing costs, costs
     of acquiring lifecare contracts, deferred entrance fee receivables,
     advances to managed entities, contingent earn-outs and investments in joint
     ventures. Deferred financing costs are amortized using the straight-line
     method over the terms of the related debt agreements. Costs of acquiring
     initial lifecare contracts are amortized over the life expectancy of the
     initial residents of a lifecare community. Nonrefundable purchase options
     to acquire property are recorded at their cost and, upon exercise, are
     applied to the cost of the property acquired. Nonrefundable purchase
     options are expensed when they expire or earlier, if management determines
     it is no longer probable that the property will be acquired. Contingent
     earn-outs represent management's estimate of additional sale proceeds to be
     received from the counterparty in certain sale lease-back transactions
     which were accounted for as financing transactions. Management periodically
     assesses the recoverability of the recorded balances of contingent
     earn-outs for these contingent earn-outs and adjusts the carrying amount to
     its revised estimate with a corresponding increase or decrease to interest
     expense.

(n)  Investments In Joint Ventures: Investments in joint ventures includes the
     Company's 37% and 50% investments in joint ventures that own two Free
     Standing ALs, which the Company accounts for under the equity method. The
     Company recognizes an impairment loss when there is a loss in the value in
     the equity method investment which is deemed to be an other-than-temporary
     decline.

(o)  Advances to Managed Communities: Advances to Managed Communities includes
     the Company's working capital advances to a Retirement Center managed by
     the Company. At December 31, 2003 and 2002, the Company's advances to
     managed entities was approximately $1.8 million and $1.5 million,
     respectively. The amounts are non-interest bearing and due on demand. The
     Company does not intend to demand repayment, unless sufficient operating
     cash exists at the Retirement Center. Such assets are reflected in Other
     Assets on the accompanying consolidated balance sheets.

(p)  Debt Associated with Assets Held-for-Sale: Debt associated with assets
     held-for-sale is presented as current, as this debt will be assumed by the
     buyer or paid from sale proceeds. However, over the next twelve months,
     only $1.3 million of the $16.4 million of debt associated with assets
     held-for-sale at December 31, 2003 is contractually due.

(q)  Lease Classification: The Company, as the lessee, makes a determination
     with respect to each of these leases whether they should be accounted for
     as operating leases or lease financing obligations. The Company bases its
     classification criteria on estimates regarding the fair value of the leased
     community, minimum lease payments, the Company's effective cost of funds,
     the economic life of the community and certain other terms in the lease
     agreements. Sale lease-back transactions are recorded as financings when
     the transactions include a form of continuing involvement, such as purchase
     options or contingent earn-outs. Sale lease-back transactions recorded as
     financings result in maintaining the land, building and equipment on the
     Company's balance sheet as well as recording debt equal to the net cash
     proceeds received.

(r)  Other Liabilities: The Company periodically reviews the adequacy of its
     accruals related to general and professional liability, workers'
     compensation, employee medical claims and other claims on an ongoing basis,
     using historical claims, third party administrator estimates, advice from
     legal counsel and industry loss development factors.

(s)  Obligation to Provide Future Services: Under the terms of certain entrance
     fee contracts, the Company is obligated to provide future lifecare services
     to its residents. The Company, through the use of external advisors,
     periodically calculates the present value of the net cost of future
     services and use of facilities and compares that amount with the present
     value of future resident cash inflows. If the present value of the net cost
     of future services and use of facilities exceeds discounted future cash
     inflows, a liability will be recorded with a corresponding charge to
     income. As of December 31, 2003 and 2002, the Company did not have a
     liability associated with its obligation to provide future services and use
     of facilities.

(t)  Income Taxes: Income taxes are accounted for under the asset and liability
     method. Deferred tax assets and liabilities are recognized for the future
     tax consequences attributable to differences between the financial
     statement carrying amounts of existing assets and liabilities and their
     respective tax bases and operating loss and tax credit carryforwards.
     Deferred tax assets and liabilities are recorded using enacted tax rates
     expected to apply to taxable income in the year in which those temporary
     differences are expected to be recovered or settled. A valuation allowance
     is recorded to adjust net deferred tax assets to the amount which
     management believes will more likely than not be recoverable. The effect on
     deferred tax assets and liabilities of a change in tax rates is recognized
     in income in the period that includes the enactment date.


                                       57



(u)  Loss per Share: Basic loss per share ("EPS") is computed by dividing net
     loss (numerator) by the weighted average number of common shares
     outstanding (denominator). The denominator used in computing diluted EPS
     reflects the potential dilution that could occur if securities or other
     contracts to issue common stock were exercised or converted into common
     stock or resulted in the issuance of common stock that then shared in the
     earnings of the Company. Due to the net losses in 2003, 2002 and 2001 no
     common stock equivalents were considered in the computation of diluted EPS,
     including the effect from assumed conversion of the 10% Series B
     Convertible Senior Subordinated Notes Due 2008 (the "Series B Notes").

(v)  Stock-Based Compensation: In December 2002, the Financial Accounting
     Standards Board (FASB) issued Statement of Financial Accounting Standards
     (SFAS) No. 148, Accounting for Stock-Based Compensation - Transition and
     Disclosure, an amendment of FASB Statement No. 123. SFAS 148 amends SFAS
     No. 123, Accounting for Stock-Based Compensation, to provide alternative
     methods of transition for a voluntary change to the fair value method of
     accounting for stock-based employee compensation. In addition, this
     Statement amends the disclosure requirements of SFAS No. 123 to require
     prominent disclosures in both annual and interim financial statements.
     Certain of the disclosure modifications are included below.

     The Company applies the intrinsic-value-based method of accounting
     prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting
     for Stock Issued to Employees, and related interpretations including FASB
     Interpretation No. 44, Accounting for Certain Transactions involving Stock
     Compensation, an interpretation of APB Opinion No. 25, to account for its
     fixed plan stock options. Under this method, compensation expense is
     recorded on the date of grant only if the current market price of the
     underlying stock exceeded the exercise price. SFAS No. 123 established
     accounting and disclosure requirements using a fair-value-based method of
     accounting for stock-based employee compensation plans. As permitted by
     SFAS No. 123 and SFAS No. 148, the Company has elected to continue to apply
     the intrinsic-value-based method of accounting described above, and has
     adopted only the disclosure requirements of these statements. The following
     table illustrates the effect on net loss if the fair-value-based method had
     been applied to all outstanding and unvested awards in each period.




                                                                     Years Ended December 31,
                                                                 2003            2002           2001
                                                             -------------    ------------   ------------
                                                                                   
Net loss, as reported                                       $    (17,314)    $   (94,757)   $  (34,922)
Deduct total stock-based employee compensation expense
   determined under fair-value-based method, net of tax             (557)         (1,763)       (1,769)
                                                             -------------    ------------   ------------
Pro forma net loss                                          $    (17,871)    $   (96,520)   $  (36,691)
                                                             =============    ============   ============
Loss per share:
Basic-as reported                                           $      (0.95)    $     (5.48)   $    (2.03)
Basic-pro forma                                             $      (0.98)    $     (5.58)   $    (2.13)
Diluted-as reported                                         $      (0.95)    $     (5.48)   $    (2.03)
Diluted-pro forma                                           $      (0.98)    $     (5.58)   $    (2.13)



(w)  Fair Value of Financial Instruments: The carrying amount of cash and cash
     equivalents approximates fair value because of the short-term nature of
     these accounts and because amounts are invested in accounts earning market
     rates of interest. The carrying value of assets limited as to use, accounts
     receivable, debt associated with assets held-for-sale and accounts payable
     approximate their fair values because of the short-term nature of these
     accounts. The carrying value of notes receivable and debt approximates fair
     value as the interest rates approximate the current rates available to the
     Company. The interest rate swap is carried at fair value.

(x)  Derivative Financial Instruments: The Company recognizes all derivatives as
     either assets or liabilities, measured at fair value, in the consolidated
     balance sheets. The accounting for changes in the fair value (i.e., gains
     or losses) of a derivative instrument depends on whether it has been
     designated and qualifies as part of a hedging relationship and, if so, on
     the reason for holding it.


                                       58



     At December 31, 2003 and 2002, the Company's derivative financial
     instruments consisted of one interest rate swap agreement as a hedge
     against changes in the fair value of certain debt liabilities. The notional
     amount of the agreement is $34.8 million and matures on July 1, 2008. Under
     the terms of the agreement, the Company receives a fixed rate payment of
     6.87% on the $34.8 million of debt, but pays a floating rate stated by the
     swap agreement based on LIBOR and a foreign currency index, with a maximum
     rate of 8.12%. The fair value of the remaining interest rate swap as of
     December 31, 2003 and 2002 was a $1.3 million and a $1.5 million liability,
     respectively, which is being amortized over the life of specified debt
     instruments as a yield adjustment. Subsequent changes in the fair values of
     the interest rate swap is recorded in earnings.

(y)  Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of:
     Long-lived assets and certain identifiable intangibles are reviewed for
     impairment whenever events or changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. Recoverability of
     assets to be held and used is measured by a comparison of the carrying
     amount of an asset to future undiscounted net cash flows expected to be
     generated by the asset. If such assets are considered to be impaired, the
     impairment to be recognized is the amount by which the carrying amount of
     the assets exceeds the fair value of the assets. Assets to be disposed of
     are separately presented on the balance sheet as held-for-sale and reported
     at the lower of the carrying amount or fair value less the costs to sell,
     and are no longer depreciated. The assets and liabilities of a disposal
     group classified as held-for-sale are presented separately in the
     appropriate asset and liability section of the balance sheet.

(z)  Comprehensive  Loss:  During  2003,  2002  and  2001,  the  Company's  only
     component of comprehensive loss was net loss.

(aa) Segment Disclosures: The Company operates in three reportable business
     segments, Retirement Centers, Free-standing ALs and Management Services.

(bb) Reclassifications:  Certain 2002 and 2001 amounts have been reclassified to
     conform with the 2003 presentation.

(cc) Recent Issued Accounting Standards:
     In December 2003, the FASB issued FASB Interpretation No. 46 (revised
     December 2003), Consolidation of Variable Interest Entities, which
     addresses how a business enterprise should evaluate whether it has a
     controlling financial interest in an entity through means other than voting
     rights and accordingly should consolidate the entity. FIN 46R replaces FASB
     Interpretation No. 46, Consolidation of Variable Interest Entities, which
     was issued in January 2003. Based upon the Company's current understanding
     of the current guidance provided by the FASB, the Company has three
     variable interest entities with which it holds a significant variable
     interest:




                     Commencement     Nature of       Ownership                                           Unit Capacity
    Community        of Operations     Activity    (Loss Exposure)      Location                 IL    AL    MI    SNF   Total
    ---------        -------------     --------    ---------------      --------                ----  ----  ----  -----  -----

                                                                                                
  Freedom Square       July 1998       Managed           0.0%           Seminole,                362    103    76   194    735
                                                                         Florida
     McLaren
 Homewood Village     April 2000    Joint Venture       37.5%         Flint, Michigan             14     66    38     -    118

   Village of
    Homewood          April 1998    Joint Venture       50.0%           Lady Lake,                 -     32    15     -     47
                                                                         Florida                 ----- ----- ----- ------ -------
                                                                                                  376   201   129   194    900
                                                                                                 ===== ===== ===== ====== =======




     For  any  VIEs  that  must be  consolidated  under  FIN  46R,  the  assets,
     liabilities and noncontrolling interests of the VIE initially would be
     measured at their carrying  amounts with any  differences  between the
     net amount added to the balance  sheet and any  previously  recognized
     interest  being  recognized  as a cumulative  effect of an  accounting
     change.  The  Company  is in the  process  of  reviewing  its  managed
     entities and agreements,  and will consolidate any managed entities in
     accordance with the then current  consolidation  literature  beginning
     January 1, 2004. At this time, it is anticipated that the Company will
     consolidate Freedom Square effective January 1, 2004 and the effect on
     the  Company's  consolidated  balance  sheet  would be an  increase of
     approximately  $59.2  million  to  assets,  liabilities  and  minority
     interests.


                                       59



     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
     Instruments with Characteristics of both Liabilities and Equity. SFAS 150
     establishes standards for the classification and measurements of certain
     financial instruments with characteristics of both liabilities and equity.
     SFAS No. 150 also includes required disclosures for financial instruments
     within its scope. SFAS 150 was effective for financial instruments entered
     into or modified after May 31, 2003, and otherwise was effective July 1,
     2003. The Company has not entered into any financial instruments within the
     scope of SFAS 150 since May 31, 2003, nor does it currently hold any
     significant financial instruments within its scope. Adoption of the
     standard did not have an impact on the Company's consolidated financial
     position, results of operations or cash flows.

(3)      Asset Impairments and Other Losses

During the years ended December 31, 2002 and 2001 the Company recorded $4.0
million and $6.3 million, respectively, of asset impairments related to delayed
or discontinued developments. The 2002 and 2001 impairments related to five land
parcels and a land purchase agreement. During 2003, the Company sold two of the
land parcels. The three remaining parcels with a net carrying value of $5.6
million at December 31, 2003, are held-for-sale. The land purchase agreement
will be used for the development of a senior living community through a joint
venture with an unaffiliated entity. Architectural, engineering, legal and other
costs which the Company has incurred, amount to a net carrying value of $2.6
million at December 31, 2003. Although zoning for the project has been approved,
the project has been delayed while the Company appeals certain restrictions
contained in the zoning approval. The Company intends to pursue these appeals
vigorously and believes it will ultimately be successful in amending the zoning
restrictions and securing financing (through joint venture or other
arrangements) to acquire and develop the property, but there can be no assurance
in that regard.

(4) Discontinued Operations

During the quarter ended September 30, 2002, the Company determined that a
Free-standing AL would be held-for-sale. During 2003, the Company determined
that two additional Free-standing ALs would be held-for-sale. The Company is
involved in negotiation relating to these three communities, which are subject
to various contingencies. If the sales are completed (of which there can be no
assurance), the Company will use most of the proceeds to repay mortgage debt and
other related payments. The 2002 amounts have been restated to include all three
Free-standing ALs in discontinued operations. For the years ended December 31,
2003 and 2002, the Company recorded a loss from discontinued operations of $2.1
million and $8.4 million, respectively, for these three Free-standing ALs. The
loss recorded for the year ended December 31, 2003 includes a loss of $821,000
resulting from the write-off of a contingent earnout recorded as part of a first
quarter 2003 amendment to a sale-leaseback transaction of a Free-standing AL
originally consummated during 2002 (see note 9). Based upon the anticipated
purchase prices, the discontinued operations during the year ended December 31,
2002 included $5.9 million of asset impairments.

(5)  Assets Held-for-Sale

The Company had $20.2 million and $34.1 million of assets classified as
held-for-sale at December 31, 2003 and 2002, respectively. At December 31, 2003,
these assets consist of approximately $13.8 million related to three
Free-standing ALs held-for-sale, $5.6 million related to three land parcels
which were originally purchased for development and $800,000 of other assets.
Debt associated with assets held-for-sale at December 31, 2003 was $16.4
million, which is classified as a current liability (of which only $1.3 million
is due over the next twelve months by its contractual terms). See note 10.


                                       60



(6)  Assets Limited as to Use

The composition of assets limited as to use at December 31, 2003 and 2002 is as
follows (in thousands):

                                                     2003             2002
                                                     ----             ----
Held by trustee under agreement:
  Certificates of deposit                        $    15,240     $    21,195
  Cash and other short-term investments               23,966          17,865
                                                 -----------     -----------
                                                      39,206          39,060
Less long-term investments                            22,655          21,701
                                                 -----------     -----------
Short-term investments                           $    16,551     $    17,359
                                                 ============    ===========

The certificates of deposit are pledged to a variety of parties for various
reasons such as state requirements (primarily for entrance fee communities),
collateral for various self-insurance programs, and collateral to support the
Company's lease obligations. The Company receives and recognizes the interest
income earned on these certificates of deposit.

(7)  Land, Buildings, and Equipment

A summary of land, buildings, and equipment is as follows (in thousands):
                                              2003              2002
                                              ----              ----

Land and improvements                     $    15,369     $     15,233
Land leased to others                          19,690           31,516
Land held for development                       3,667            3,667
Buildings and improvements                    441,614          549,724
Furniture, fixtures, and equipment             38,122           44,092
Leasehold improvements                          9,456            7,425
                                          ------------    -------------
                                              527,918          651,657
Less accumulated depreciation                 (66,238)         (76,770)
Construction in progress                        3,208            3,917
                                          ------------    -------------
Total                                     $   464,888     $    578,804
                                          ============    =============

Depreciation expense was $23.8 million, $20.4 million, and $17.7 million for the
years ended December 31, 2003, 2002, and 2001, respectively. The Company
capitalized $15,000 and $861,000 of interest costs during 2002 and 2001,
respectively.

(8)  Notes Receivable

These are primarily loans to lessors of retirement communities that are being
leased by the Company. The notes receivable generally earn interest at fixed
rates ranging from 3% to 6%. Interest and principal are due monthly based on a
35 year amortization. The notes receivable mature from October 2006 through June
2038 and are secured by the related communities.


                                       61


(9)  Other Assets

Other assets at December 31, 2003 and 2002 consist of the following (in
thousands):
                                                      2003               2002
                                                      ----               ----

Security deposits                                  $    9,145       $    8,780
Nonrefundable purchase options                         11,350           17,376
Costs of acquiring lifecare contracts, net              2,086            2,417
Deferred entrance fee receivables                       6,377            7,353
Deferred financing costs, net                           5,543            7,968
Contingent earn-outs                                    5,259            5,585
Advances to managed entities                            1,830            1,483
Investments in and advances to joint ventures           1,149            2,111
Other                                                  10,302           10,734
                                                   ----------        ---------
Total                                              $   53,041        $  63,807
                                                   ==========        =========

Summary unaudited financial information of the Company's two joint ventures
(each own one Free-standing AL community) as of and for the years ended December
31, 2003 and 2002 follows (in thousands):

                                                       2003             2002
                                                       ----             ----

Current assets                                     $      326        $     415
Land, buildings and equipment, net                     13,130           13,533
Other assets                                              241              414
                                                   ----------        ---------
   Total assets                                    $   13,697        $  14,362
                                                   ==========        =========

Current liabilities                                $    4,123        $   2,992
Long-term liabilities                                  12,425           12,126
                                                   ----------        ---------
   Total liabilities                                   16,548           15,118
                                                   ----------        ---------
Partners' equity                                       (2,851)            (756)
                                                   ----------        ---------
   Total liabilities and partners' equity          $   13,697        $  14,362
                                                   ==========        =========
Revenues                                           $    4,245        $   3,894
Net loss                                               (1,236)          (1,469)
                                                   ==========        =========

As noted above, the Company had $1.1 million and $2.1 million of investments in
and advances to the two joint ventures at December 31, 2003 and 2002,
respectively. For the years ended December 31, 2003 and 2002, respectively, the
Company recognized $484,000 and $582,000 of net losses related to these two
unconsolidated joint ventures.



                                       62



(10)  Long-term Debt and Other Transactions



A summary of long-term debt is as follows (in thousands):
                                                                                        December 31,          December 31,
                                                                                            2003                  2002
                                                                                     -------------------    -----------------
                                                                                                         
Note payable bearing interest at a fixed rate of 19.5%, compounding quarterly
("Mezzanine Loan"). Interest at 9% (increasing 0.55% annually after April 1,
2004) is payable quarterly with principal and unpaid interest due on September
30, 2007. The loan is secured by a security interest in the borrower
subsidiary's ownership interests in certain of its subsidiaries.                           $ 77,926            $ 115,721

Convertible debentures (Series B Notes) bearing interest at a fixed rate of
10.00%. Interest is due semi-annually on April 1 and October 1 through April 1,
2008, at which time all principal is due.                                                    10,856               15,956

Various mortgage notes bearing interest at variable and fixed rates, generally
payable monthly with any unpaid principal and interest due between 2004 and
2037. Interest rates at December 31, 2003 range from 3.67% to 9.50%. The loans
are secured by certain land, buildings and equipment.                                       122,512              240,549

Lease financing obligations with principal and interest payable monthly bearing
interest at fixed rates ranging from 3.72% - 9.39%, with final payments due
between 2006 and 2017. The obligations are secured by certain land, buildings
and equipment.                                                                              100,275              128,575

Various other long-term debt, generally payable monthly with any unpaid
principal and interest due between 2004 and 2015. Variable and fixed rate
interest rates at December 31, 2003 range from 1.20% to 11.12%. The loans are
secured by certain land, buildings and equipment.                                            43,126               39,850
                                                                                     -------------------    -----------------
Total long-term debt                                                                        354,695              540,651

Less current portion                                                                         14,208               13,526

Less debt associated with assets held-for-sale                                               16,432               20,246
                                                                                     -------------------    -----------------
Long-term debt, excluding current portion                                                $  324,055           $  506,879
                                                                                     ===================    =================




The aggregate scheduled maturities of long-term debt were as follows (in
thousands):

                                                               December 31,
                                                                   2003
                                                           --------------------
2004                                                              $ 14,208
2004, debt associated with assets held-for-sale                     16,432
2005                                                                16,713
2006                                                                11,582
2007                                                                98,834
2008                                                                47,510
Thereafter                                                         149,416
                                                           --------------------
                                                                  $354,695
                                                           ====================


                                       63



In addition to the scheduled maturities of long-term debt, the Company will be
required to pay all accrued but unpaid interest on the Mezzanine Loan up to
maturity or earlier repayment. This balance will increase each year as another
year of interest is accrued but unpaid, plus the compounding of interest on
amounts previously accrued. Unless paid earlier, the accrued interest on the
Mezzanine Loan at maturity (September 2007) will be approximately $41.8 million.
The accrued interest at September 30, 2005, when the Mezzanine Loan permits
prepayment, will be approximately $15.8 million.

During the year ended December 31, 2003, the Company entered into various
financing transactions, which are described below.

September 2003 Transaction:
On September 23, 2003, the Company completed a multi-property transaction with
HCPI that involved the sale lease-back of three Retirement Centers and the sale
of a fourth Retirement Center. The Company also entered into a long-term
agreement to manage the fourth community for an unaffiliated third party. The
proceeds of the transaction were used to repay $112.8 million of first mortgage
debt on the four Retirement Centers. In addition, after first mortgage
prepayment costs of $1.0 million, a $3.0 million credit for existing minority
interest in the properties, and transaction costs, the remaining proceeds of
$51.8 million were used to repay a portion of the principal and accrued interest
on the Mezzanine Loan.

The four Retirement Centers were valued in the transaction at $163.5 million,
versus their net book value of $72.3 million. As a result of the transaction,
the Company realized gains of $93.1 million. During 2003 $23.2 million of these
gains were recognized related to the sale of the fourth Retirement Center. Gains
of $69.9 million were deferred and will be recognized over the lease terms.
Approximately $66.2 million of the deferred gains will be recognized over the
initial ten year lease terms for the three Retirement Centers included in the
September 2003 sale lease-back. An additional $3.7 million of deferred gain will
be recognized over the remaining thirteen years of a Retirement Center lease
previously entered into with HCPI during the first quarter of 2002. As part of
the September 2003 transaction, this prior lease was amended to remove a
purchase option related to the land, buildings and equipment of this community.
The lease was previously accounted for as a financing, but as a result of the
amendment, to remove the purchase option, this lease is currently accounted for
as an operating lease. The removal of the option resulted in the $19.7 million
reduction of land, buildings and equipment and a $24.1 million reduction in
debt.

The Company continues to operate all four Retirement Centers involved in the
September 2003 transaction. Three of the Retirement Centers were leased-back
under a master lease agreement with an initial term of ten years, plus two ten
year renewal options. The lease for these three Retirement Centers will be
accounted for as an operating lease. The initial lease rate for these three
communities is 9.5%, with annual rent increases of 2.75%. The Company
additionally agreed to manage the fourth Retirement Center for an unaffiliated
third party under a long-term management agreement. The initial term of the
management agreement is ten years, plus two ten year renewal terms. As a result
of this transaction, the Company has reported management fee revenue earned
under the management agreement for the Retirement Center, instead of including
the revenues and expenses of this community as part of its consolidated fourth
quarter results.

Recapitalization of Two Managed Communities:
In August 2003, the Company recapitalized two retirement centers that it had
previously managed. The Company had invested $6.0 million for options to
purchase these communities. On August 25, 2003, the options were sold to a third
party buyer for $3.0 million and the third party buyer acquired each of the
communities from the original developer. The buyer simultaneously entered into a
long-term lease with a newly formed entity, owned by the Company and the
original developer of the communities. In order to complete the purchase
transaction, the Company agreed on a non-recourse basis to pay the original
developer $11.3 million to purchase its interest in the entity. The entity,
which the Company consolidates, recorded $10.0 million as debt and will impute
interest at prime, with all amounts due on the $11.3 million note on August 25,
2008. Upon payment of the $11.3 million note, the Company will own 100% of this
entity. The lease provides an initial 15 year term, with two ten year extension
options. Proceeds from the additional funding, if any, will be used first to
satisfy the Company's $11.3 million obligation to the original developer. The
Company recorded leasehold acquisition costs of $13.0 million which consists of
the $10.0 million obligation to the original developer and the balance of the
purchase option sold to the third party buyer. The leasehold acquisition costs
are being amortized over the base term of the leases. The buyer has committed to
provide additional funding to the lessees depending upon the financial
performance of the communities. The Company also acquired an option from the
buyer to purchase the communities in nine years.


                                       64



Sale Lease-back Transactions:

On February 28, 2003 the Company sold a Free-standing AL in Florida for $6.5
million. The sale agreement contains certain formula-based earnout provisions
which may provide for up to $1.1 million of additional sales proceeds to the
Company based on future performance. The Company contemporaneously leased the
property back from the buyer. As a result of the contingent earnout provision,
this Free-standing AL lease is classified as a financing transaction and the
Company recorded $6.5 million of lease obligation as debt, bearing interest at
8.76%. This community was added to a master lease agreement which the Company
entered into on March 28, 2002, which previously included three Retirement
Centers and three Free-standing ALs. The amended lease is a 15 year lease
(approximately 13 years remaining) with two ten-year renewal options. The
Company has the right of first refusal to repurchase the leased communities. As
a result of this lease amendment, the Company is no longer eligible for a
contingent earnout of one of these communities that is currently held-for-sale,
resulting in a $821,000 write-off and conversion from financing to operating
lease treatment for this community.

(11)  Liquidity

As a result of the completion of several refinancings and sale lease-back
transactions during 2002, the Company is highly leveraged with substantial debt
and lease obligations.  During the year ended  December  31,  2003,  the Company
reduced its net loss and improved  operating results from its Retirement Center,
Free-standing  AL and  Management  Services  business  segments.  The Company is
focused on generating  positive cash flow from operating  activities,  primarily
through  improvements in its operating results. For the years ended December 31,
2003 and 2002,  respectively,  net cash used by continuing operations activities
improved from $6.2 million to $808,000.

Total debt has decreased $186.0 million from $540.7 million to $354.7 million
for the years ended December 31, 2002 and 2003, respectively. Approximately
$267.5 million or 75.4% of the Company's debt has fixed interest rates, which on
a weighted average were 10.8% at December 31, 2003. The remaining $87.2 million
or 24.6% of debt has variable interest rates, which on a weighted average were
6.0% at December 31, 2003.

The Company has scheduled current debt principal payments of $14.2 million and
minimum rental obligations of $64.5 million under long-term operating leases due
during the twelve months ended December 31, 2004. The Company also has $16.4
million of debt associated with assets held-for-sale, which are classified as
current liabilities (of which only $1.3 million is due within the next twelve
months by its contractual terms). When assets held-for-sale are sold, the
Company will use most of the proceeds to repay mortgage debt and other related
payments. In addition, as of December 31, 2004, the Company had guaranteed $35.7
million of third-party senior debt in connection with four communities that the
Company manages, leases, or owns through joint ventures.

As of December 31, 2003, the Company had approximately $16.7 million in
unrestricted cash and cash equivalents and $11.2 million of working capital. The
Company's consolidated cash flows from operations, while improved, were negative
for the year ended December 31, 2003 and were not sufficient to meet future debt
and lease obligations. However, the Company believes that its current cash and
cash equivalents, expected cash flow from operations, the proceeds from
additional financing transactions and the proceeds of certain assets currently
held-for-sale will be sufficient to fund its operating requirements, capital
expenditure requirements, periodic debt service requirements, and lease
obligations during 2004.

In order to meet its future payment obligations, the Company must continue to
improve its cash flow from operations, complete the disposition of certain of
the assets currently held-for-sale, and consummate various financing
transactions. There can be no assurance that the Company's operations will
improve as rapidly as anticipated or that the contemplated asset disposition and
refinancing transactions can be consummated during the anticipated timeframes.
The failure to make its periodic debt and lease payment obligations, or the
failure to extend, refinance or repay any of its debt obligations as they become
due would have a material adverse effect upon the Company.

Certain of the Company's current debt and lease agreements contain various
financial and other restrictive covenants, which may restrict the Company's
flexibility in operating its business. The Company believes that projected
results from operations and cash flows will be sufficient to satisfy these
covenants during 2004. However, there can be no assurances that the Company will
remain in compliance with those covenants or that the Company's creditors will
grant amendments or waivers in the event of future non-compliance. Furthermore,
because of cross-default and cross-collateralization provisions in many of the
Company's mortgages, debt instruments, and leases, a default by the Company on
one of its payment obligations could result in default or acceleration of many
of the Company's other obligations. Failure to remain in compliance with its
financial covenants, any non-payment, or other default with respect to such
obligations could cause the Company's lenders to declare defaults, accelerate
payment obligations or foreclose upon the communities securing such indebtedness
or exercise their remedies with respect to such communities, which could have a
material adverse impact on the Company.


                                       65



 (12)  Refundable Entrance Fees and Deferred Entrance Fee Income

Entrance fees related to the residency and care agreements entered into with
residents are received at the time of occupancy. The nonrefundable portion of
the fee is reported as deferred entrance fees and amortized into income over the
actuarially determined life expectancy of each resident. The refundable portion
of the entrance fee is reported as refundable portion of entrance fees and is
not amortized. Entrance fees that are fully refundable to the resident upon
occupation of the unit by the next resident are recorded as deferred entrance
fee income and amortized into revenue over the remaining life of the building.
Certain entrance fee agreements provide for declining refundable fees based upon
the resident's length of stay. Residency and care agreements may be terminated
by residents at any time for any reason with 30 days notice. At termination, the
refundable amount is paid to the resident or resident's estate. Payments of such
refunds are charged against the resident's deferred entrance fees and refundable
portion of entrance fees, and any gain or loss is included in resident and
health care services revenue.

Under certain of the Company's residency and health care agreements for its
lifecare communities residents entered into a Master Trust Agreement whereby
amounts were paid by the resident into a trust account. These funds were then
made available to the related communities in the form of a non-interest bearing
loan to provide permanent financing for the related communities and are
collateralized by the land, buildings and equipment at the community. As of
December 31, 2003, the remaining obligation under the Master Trust Agreements is
$37.4 million and is payable monthly based on a 40-year amortization of each
resident's balance. The current installment due in 2004, and annually for the
subsequent five-year period, is approximately $1.4 million. The annual
obligation is reduced as individual residency agreements terminate.

Upon termination of the resident's occupancy, the resident or the resident's
estate receives a payment of the remaining loan balance from the trust and pays
a lifecare fee to the community based on a formula in the residency and health
care agreement, not to exceed a specified percentage of the resident's original
amount paid to the trust. This lifecare fee is amortized by the Company into
revenue on a straight-line basis over the estimated life expectancy of the
resident beginning with the date of occupancy by the resident. The amortization
of the lifecare fees is included in resident and health care revenue in the
consolidated statement of operations. At December 31, 2003 and 2002, the Company
had accrued $6.4 million and $7.4 million, respectively, as deferred entrance
fee receivables which is included as a component of other assets. The Company
reports the long-term obligation under the Master Trust Agreements as a
refundable portion of entrance fees and deferred entrance fee income based on
the applicable residency agreements.



The balances at December 31, 2003 and 2002, respectively (in thousands) were:

                                                                     Other Residency
                                                Master Trust            Agreements              Total
                                             -------------------    -------------------    ----------------
At December 31, 2003:
                                                                                     
Other current liabilities                         $   1,356               $    ---            $   1,356
Refundable portion of entrance fees                  15,045                  47,186              62,231
Deferred entrance fee income                         20,963                 101,426             122,389
                                                   --------               ---------           ---------
                                                  $  37,364               $ 148,612           $ 185,976
                                                  =========               =========           =========





                                                                     Other Residency
                                                Master Trust            Agreements              Total
                                             -------------------    -------------------    ----------------
At December 31, 2002:
                                                                                    
Other current liabilities                         $   1,522              $     ---           $   1,522
Refundable portion of entrance fees                  17,215                 42,394              59,609
Deferred entrance fee income                         25,397                 93,101             118,498
                                                  ---------              ---------           ---------
                                                  $  44,134              $ 135,495           $ 179,629
                                                  =========              =========           =========





                                       66



 (13)  Shareholders' Equity

The Company is authorized to establish and issue, from time to time, up to 5
million shares of no par value preferred stock, in one or more series, with such
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions), redemption price or
prices, and liquidation preference as authorized by the Board of Directors. At
December 31, 2003 and 2002, no preferred shares had been issued.

On November 18, 1998, the Company's Board of Directors adopted a Shareholders'
Rights Plan (the "Rights Plan") to protect the interests of the Company's
shareholders if the Company is confronted with coercive or unfair takeover
tactics by third parties. Pursuant to the Rights Plan, a dividend of one Right
for each outstanding share of the Company's Common Stock was issued to
shareholders of record on December 7, 1998. Under certain conditions, each Right
may be exercised to purchase one one-hundredth of a share of Series A Preferred
Stock at an exercise price of $86.25 per Right. Each Right will become
exercisable following the tenth day after a person's or group's acquisition of,
or commencement of a tender or exchange offer for 15% or more of the Company's
Common Stock. If a person or group acquires 15% or more of the Company's Common
Stock, each right will entitle its holder (other than the person or group whose
action has triggered the exercisability of the Rights) to purchase common stock
of either the Company or the acquiring company (depending on the form of the
transaction) having a value of twice the exercise price of the Rights. The
Rights will also become exercisable in the event of certain mergers or asset
sales involving more than 50% of the Company's assets or earning power. The
Rights may be redeemed prior to becoming exercisable, subject to approval by the
Company's Board of Directors, for $0.001 per Right. The Rights expire on
November 18, 2008. The Company has reserved 2,000,000 shares of Series A
Preferred Stock for issuance upon exercise of the Rights.

The Series B Notes are convertible into shares of the Company's common stock at
any time prior to their April 1, 2008 maturity, at the option of the holder, at
the conversion price of $2.25 per share. The Company has the option to pay up to
2% interest per year through the issuance of additional Series B Notes, rather
than in cash. The Series B Notes are redeemable, in whole or in part, at the
Company's option, at any time, at a premium starting at 105% of the principal
amount, declining to 100% of the principal amount during the term of the Series
B Notes. During the year ended December 31, 2003, holders of Series B Notes
elected to convert $5.1 million of the $16.0 million of convertible debentures
to common stock at the conversion price of $2.25 per share. As a result, the
Company issued 2,266,517 shares of common stock. The average market price of the
Company's common stock outstanding during the three and twelve months ended
December 31, 2003 was greater than the $2.25 per share conversion price. At
December 31, 2003, the remaining Series B Notes were convertible into 4,824,817
shares of common stock.

(14)  Stock-Based Compensation

Stock Option Plan

In 1997, the Company adopted a stock incentive plan (the "1997 Plan") providing
for the grant of stock options, stock appreciation rights, restricted stock,
and/or other stock-based awards. Pursuant to the 1997 Plan, as amended, 15% of
the outstanding common stock, or 2,950,575 shares of common stock at December
31, 2003, have been reserved and are available for issuance. The option exercise
price and vesting provisions of such options are fixed when options are granted.
The options generally expire ten years from the date of grant and vest over a
three-year period. The weighted average fair value of options granted during
2003, 2002 and 2001 was $1.02, $0.95, and $1.15, respectively.



                                       67



A summary of the Company's stock option activity, and related information for
the years ended December 31, 2003, 2002 and 2001, respectively, is presented
below (shares in thousands):
                                                               Average Exercise
                                Options               Shares        Price
                 --------------------------------------------------------------
                 Outstanding at December 31, 2000      760         $ 7.52
                 --------------------------------------------------------------
                 Granted                             1,602           3.16
                 Exercised                             (12)          3.10
                 Forfeited                            (191)          7.07
                 --------------------------------------------------------------
                 Outstanding at December 31, 2001    2,159         $ 4.83
                 --------------------------------------------------------------
                 Granted                                85           2.22
                 Exercised                               -              -
                 Forfeited                            (117)          4.78
                 --------------------------------------------------------------
                 Outstanding at December 31, 2002    2,127         $ 4.73
                 --------------------------------------------------------------
                 Granted                               156           2.20
                 Exercised                               -              -
                 Forfeited                            (220)          9.83
                 --------------------------------------------------------------
                 Outstanding at December 31, 2003    2,063         $ 3.99
                 ==============================================================

The following table summarizes  information about stock options outstanding
at December 31, 2003 (shares in thousands):


                                                              Weighted Average          Average
                                               Number                                   Exercise
                 Range of Exercise Prices     Outstanding    Contractual Life (Years)     Price
                 -------------------------- --------------- -------------------------- -----------
                                                                          
                      $ 1.650 - 3.050             290                8.68                $ 2.35
                      $ 3.100 - 3.100             975                7.01                  3.10
                      $ 3.110 - 4.950             308                7.71                  3.37
                      $ 5.000 - 5.000             303                1.15                  5.00
                     $ 5.010 - 18.813             187                2.64                 10.54
                 -------------------------- --------------- -------------------------- -----------
                     $ 1.650 - 18.813           2,063                6.09                $ 3.99
                 -------------------------- --------------- -------------------------- -----------




There were exercisable options to purchase an aggregate of 1,738,000 shares at
an average exercise price of $4.25 per share as of December 31, 2003.

The following table summarizes information about stock options outstanding at
December 31, 2002 (shares in thousands):



                                              Number            Weighted Average    Average Exercise
                  Range of Exercise Prices   Outstanding    Contractual Life (Years)      Price
                 -------------------------- --------------- -------------------------- -----------
                                                                                 
                      $ 1.650 - 3.050             146                 8.95               $ 2.55
                 -------------------------- --------------- -------------------------- -----------
                      $ 3.100 - 3.100           1,010                 8.01                 3.10
                 -------------------------- --------------- -------------------------- -----------
                      $ 3.140 - 4.950             326                 8.67                 3.37
                 -------------------------- --------------- -------------------------- -----------
                      $ 5.000 - 5.000             343                 2.11                 5.00
                 -------------------------- --------------- -------------------------- -----------
                     $ 5.010 - 18.813             302                 4.26                12.35
                 -------------------------- --------------- -------------------------- -----------
                     $ 1.650 - 18.813           2,127                 6.69               $ 4.73
                 -------------------------- --------------- -------------------------- -----------





There were exercisable options to purchase an aggregate of 1,435,000 shares at
an average exercise price of $4.73 per share as of December 31, 2002.

In accordance with SFAS No. 123 and SFAS No. 148, pro forma information
regarding net loss and loss per share as disclosed in note 1(v) has been
determined by the Company using the "Black-Scholes" option pricing model with
the following weighted average assumptions for the years ended December 31,
2003, 2002 and 2001, respectively: 1.16%, 1.64% and 5.20% risk-free interest
rate, 0% dividend yield, 69.6%, 64.3% and 59.9% volatility rate, and an expected
life of the options equal to the remaining vesting period.


                                       68



Stock Purchase Plan

In 1997, the Company adopted an employee stock purchase plan ("ESPP") pursuant
to which an aggregate of 449,782 shares remain authorized and available for
issuance to employees at December 31, 2003. Under the ESPP, employees, including
executive officers, who have been employed by the Company continuously for at
least 90 days are eligible, subject to certain limitations, as of the first day
of any option period (January 1 through June 30, or July 1 through December 31)
(an "Option Period") to contribute on an after-tax basis up to 15% of their base
pay per pay period through payroll deductions and/or a single lump sum
contribution per Option Period to be used to purchase shares of common stock. On
the last trading day of each Option Period (the "Exercise Date"), the amount
contributed by each participant over the course of the Option Period will be
used to purchase shares of common stock at a purchase price per share equal to
the lesser of (a) 85% of the closing market price of the common stock on the
Exercise Date; or (b) 85% of the closing market price of the common stock on the
first trading date of such Option Period. The ESPP is intended to qualify for
favorable tax treatment under Section 423 of the Internal Revenue Code (Code).
During 2003, 2002 and 2001, respectively, 62,793, 64,671 and 60,718 shares were
issued pursuant to the ESPP at an average purchase price of $1.77, $1.83 and
$2.37 per share, respectively.

(15)  Executive Officer Incentive Compensation Plans

During 2003 the Board of Directors modified the incentive  compensation programs
for its senior officers, which reduced the annual incentive opportunity for this
group,  and added a program that  provides an additional  incentive  opportunity
under a multi-year  program.  During the period  beginning in 2003 and ending in
2007,  the senior  officer group can earn an additional  incentive  bonuses upon
achieving  certain  specified  goals  regarding  improvements  in the  Company's
capital  structure.  The  maximum  payout  under the  multi-year  plan  would be
approximately   $2.2  million  if  all  targets  are  met,  a  net  increase  of
approximately  $1.1 million during this period versus the prior incentive terms.
This  amount  would  be paid  out  during  the  quarter  following  the time the
objective is met. The additional  bonuses  require the approval of the Company's
Board of Directors prior to payment.

(16)  Retirement Plans

Employees of the Company participate in a savings plan (the "401(k) Plan") which
is qualified under Sections 401 (a) and 401(k) of the Code. To be eligible, an
employee must have been employed by the Company for at least three months. The
401(k) Plan permits employees to make voluntary contributions up to specified
limits. The Company matches 1% of participant contributions, up to 2% of the
participant's monthly compensation. In addition, the Company may make
discretionary contributions up to 2% of the participant's quarterly
compensation. The Company may also contribute an additional amount determined in
its sole judgment. The Company funded its contributions with the issuance of
stock during 2000 and 2001, contributing 72,493 shares and 138,907 shares,
respectively. In 2003 and 2002, the Company funded its contributions with cash
totaling approximately $416,000 and $485,000, respectively.

The Company maintains a non-qualified deferred compensation plan (the "162
Plan") which allows employees who are "highly compensated" under IRS guidelines
to make after-tax contributions to an investment account established in such
employees' name. Additional contributions may be made by the Company at its
discretion. All contributions to the 162 Plan are subject to the claims of the
Company's creditors. Approximately 78 employees are eligible to participate in
the 162 Plan. No contributions were made to the 162 Plan in 2003, 2002 or 2001.

(17) Income Taxes

Total income tax expense (benefit) for the years ended December 31, 2003, 2002,
and 2001 were attributable to the following (in thousands):

                                              Years Ended December 31,
                                        -------------------------------------
                                           2003         2002          2001
                                        -----------  -----------  -----------
Loss from continuing operations            $2,661         $487      ($11,837)
Minority interest in losses of
 consolidated subsidiaries                     --          --           (49)
Extraordinary item                             --          --          (155)
                                        -----------  -----------  -----------
Total income tax expense(benefit)          $2,661       $ 487      ($12,041)
                                        ===========  ===========  ===========



                                       69




The income tax expense (benefit), attributable to loss from continuing
operations before income taxes and minority interest consists of the following
(in thousands):

                                           Years Ended December 31,
                              --------------------------------------------
                                  2003              2002           2001
                              ------------      ------------   -----------
U.S. Federal:
  Current                        $ 552             $   --           ($327)
  Deferred                          --                 --         (11,310)
                              ------------      ------------   -----------
    Total U.S. Federal             552                 --         (11,637)
                              ------------      ------------   -----------

                                          Years Ended December 31,
                              --------------------------------------------
                                  2003               2002           2001
                              ------------       ------------   -----------
State:
  Current                          464                479             263
  Deferred                       1,645                  8            (463)
                              ------------       ------------   -----------
    Total State                  2,109                487            (200)
                              ------------       ------------   -----------
Total                          $ 2,661             $  487       ($ 11,837)
                              ============       ============   ===========

The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and liabilities at December 31, 2003 and 2002 are
presented below (in thousands):
                                                         2003          2002
                                                        -------      -------
Deferred tax assets:
Federal and state operating loss carryforwards          $10,122      $24,449
AMT credit carryforward                                     701          149
Deferred gains on sale lease-back transactions           35,344       11,240
Accrued expenses not deductible for tax                   5,169        4,702
Intangible assets                                         6,474           --
Asset impairment charges and other losses                 2,296        7,466
Deferred entrance fee revenue                            19,047       19,096
Deferred rent                                             3,018           --
Other                                                     2,266        3,255
                                                        --------     --------
  Total gross deferred tax assets                        84,437       70,357
  Less valuation allowance                              (56,471)     (47,934)
                                                        --------     --------
  Total deferred tax assets, net of valuation allowance  27,966       22,423

Deferred tax liabilities:
Buildings and equipment                                  27,806       21,580
Intangible assets                                            --          833
Other                                                     2,584          789
                                                        --------     --------
  Total gross deferred tax liabilities                   30,390       23,202
                                                        --------     --------
  Net deferred tax liability                            ($2,424)     ($  779)
                                                        ========     ========

The following table summarizes the significant differences between the U.S.
Federal statutory tax rate and the Company's effective tax rate for financial
statement purposes on loss from continuing operations before income taxes,
minority interest and discontinued operations:

                                            2003          2002         2001
                                           -----         -----         ----
Statutory tax rate                          35.0%         35.0%       35.0%
Difference in book and tax goodwill
 amortization expense                          0%            0%       (0.3%)
State income taxes, net of Federal benefit (13.5%)        (0.5%)       0.3%
Non-deductible expenses and other items     (0.7%)        (0.1%)      (0.1%)
Change in valuation allowance              (47.0%)       (34.9%)      (9.4%)
                                           -------       -------     -------
  Total                                    (26.2%)        (0.5%)      25.5%
                                           =======       =======     =======


                                       70



At December 31, 2003, the Company had unused federal net operating loss (NOL)
carryforwards of approximately $14 million for regular tax purposes and $10
million for alternative minimum tax, which expire in 2021 through 2022. As of
December 31, 2003 the Company had alternative minimum tax credit carryforwards
of approximately $701,000.

As of December 31, 2003, the Company carried a valuation allowance against
deferred tax assets in the amount of $56.5 million. The net change in the total
valuation allowance for the years ended December 31, 2003 and 2002 was an
increase of $8.5 million and $6.8, respectively. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will be realized. The
ultimate realization of deferred tax assets related to deductible temporary
differences is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. The ultimate
realization of deferred tax assets related to net operating loss carryforwards
and tax credit carryforwards is dependent upon the generation of future taxable
income prior to the expiration of the carryforwards. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Based upon the level of
cumulative and projected future taxable income over the period in which the
Company can utilize the certain deferred tax assets, management has determined
that a valuation allowance in the amount of $56.5 million should be recorded
against federal and state net operating loss carryovers, and other deferred tax
assets.

(18) Leasehold Acquisitions

At  December  31, 2003 and 2002,  the  Company had $33.2  million and $22.9
million,  respectively, of leasehold acquisition costs. The terms of the subject
leases  range from June 2012 to August  2018.  Leasehold  acquisition  costs are
amortized principally on a straight-line basis over the remaining contractual or
expected life of the related lease agreements (generally ten to 15 years, or, if
shorter, the expected life of the lease). Accumulated amortization for the years
ended   December  31,  2003  and  2002  was  $6.5  million  and  $4.2   million,
respectively.  Amortization  expense for the years ended  December  31, 2003 and
2002 was $2.4 million and $11.2 million, respectively. During the fourth quarter
of 2001,  the Company  determined  that it intended to exercise its  termination
rights under its fourteen synthetic leases during 2002. Accordingly, the Company
accelerated  the  amortization  of the  leasehold  acquisition  costs  for these
communities over the expected lease termination date,  resulting in $8.8 million
of accelerated  leasehold  amortization  expense for the year ended December 31,
2002. The Company assesses the leasehold  acquisition costs for impairment based
upon the amount of estimated  undiscounted  future cash flows over the remaining
lease terms.

(19) Industry Segment Information

The Company has significant  operations  principally in three business segments:
(1)  Retirement  Centers  (2)  Free-Standing  ALs and (3)  Management  Services.
Retirement  Centers  represent 27 of the Company's senior living  communities at
which the Company  provides a continuum of care  services  such as,  independent
living, assisted living and skilled nursing care. The Company currently operates
33 Free-Standing ALs.  Free-standing ALs are generally  comprised of stand-alone
assisted living  communities that are not located on a Retirement Center campus,
which also provide  specialized care such as Alzheimer's and memory  enhancement
programs.  Free-standing ALs are generally much smaller than Retirement Centers.
The Management  Services  segment  includes fees from management  agreements for
communities  owned by others,  and  reimbursed  expense  revenues  together with
associated  expenses.  The Company  has five  management  agreements  with third
parties relating to five Retirement Centers.


                                       71


The accounting policies of the 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(1) (in thousands).

                                                Years Ended December 31,
                                         ---------------------------------------
                                             2003         2002          2001
                                         ------------ ------------  ------------
Revenues:
    Retirement Centers                  $    279,329 $    255,562  $    224,703
    Free-standing ALs(2)                      78,491       66,067        29,217
    Management Services (2)(4)                10,276        7,005         9,600
                                         ------------ ------------  ------------
         Total                          $    368,096 $    328,634  $    263,520
                                         ============ ============  ============

Segment operating income: (3)
    Retirement Centers                  $     92,701 $     81,873  $     77,465
    Free-standing ALs                         16,273        6,296       (3,263)
    Management Services                        4,771        1,959         2,296
                                         ------------ ------------  ------------
         Total                          $    113,745 $     90,128  $     76,498
                                         ============ ============  ============


General and administrative                    25,410       26,720        29,297
Lease expense                                 47,095       71,569        35,367
Depreciation and amortization                 24,265       21,255        19,737
Amortization of leasehold acquisition costs    2,421       11,183         1,980
Asset impairments                                 --        4,011         6,343
                                         ------------ ------------  ------------

         Operating income (loss)        $     14,554 $   (44,610)  $    (16,226)
                                         ============ ============  ============



                                                    At December 31,
                                         ---------------------------------------
                                             2003         2002          2001
                                         ------------ ------------  ------------
Total Assets:
    Retirement Centers                  $    454,049 $    539,764  $    511,468
    Free-standing ALs                        206,489      210,376       239,333
    Management Services                       54,497       89,858        99,390
                                         ------------ ------------  ------------
         Total                          $    715,035 $    839,998  $    850,191
                                         ============ ============  ============

 (1) Segment financial and operating data does not include any inter-segment
     transactions or allocated costs.
 (2) Free-standing AL revenues represent the Company's consolidated revenues
     for the period throughout the year the communities were owned or
     leased. The Company acquired leasehold interests of 12 Free-standing
     ALs during 2001, including leasehold interests in ten acquired as of
     December 31, 2001. The results of these communities are reflected in
     the Company's income statement from the date of acquisition and,
     therefore, do not reflect a full year of operations until 2002.
 (3) Segment Operating Income is defined as segment earnings less segment
     operating expenses.
(4)  Management Services represent the Company's management fee revenues,
     as well as reimbursed expenses of $5.5 million, $5.0 million and $7.3
     million, respectively for the years ended December 31, 2003, 2002 and
     2001.

(20) Commitments and Contingencies

The Company is subject to various legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the ultimate
liability with respect to those proceedings and claims will not materially
affect the financial position, operations, or liquidity of the Company. The
Company maintains commercial insurance on a claims-made basis for medical
malpractice and professional liabilities.







Insurance

The delivery of personal and health care services entails an inherent risk of
liability. In recent years, participants in the senior living and health care
services industry have become subject to an increasing number of lawsuits
alleging negligence or related legal theories, many of which involve large
claims and result in the incurrence of significant defense costs and significant
exposure. The Company currently maintains property, liability and professional
medical malpractice insurance policies for the Company's owned, leased and
certain of its managed communities under a master insurance program.

During 2003, the Company's  general and  professional  liability policy premiums
were lower than 2002, but  deductibles  were higher,  (retention  levels ranging
from $1,000,000 to $5,000,000).  The Company currently maintains single incident
and aggregate  liability  protection in the amount of $15.0 million.  During the
years ended  December 31, 2003 and 2002,  the Company  expensed $5.5 million and
$5.7 million,  respectively,  of general  liability,  and  professional  medical
malpractice insurance premiums, claims, and costs related to multiple insurance
years.  Additionally,  the Company has accrued  amounts to cover open claims not
yet settled and incurred but not reported claims as of December 31, 2003.

The Company has operated under a large deductible workers' compensation program,
with excess loss coverage provided by third party carriers,  since July 1995. As
of December 31, 2003,  the  Company's  coverage  for workers'  compensation  and
related programs, excluding Texas, included excess loss coverage of $350,000 per
individual claim and approximately  $7.25 million in the aggregate.  The Company
is self-insured  for amounts below the excess loss coverage.  As of December 31,
2003,  the  Company  provided  cash  collateralized  letters  of  credit  in the
aggregate amount of $6.5 million related to this program,  which is reflected as
assets limited as to use on the Company's consolidated balance sheet. During the
years ended  December 31, 2003 and 2002,  the Company  expensed $4.8 million and
$4.4 million,  respectively,  of workers'  compensation  premiums,  claims,  and
costs related to multiple  insurance years. The Company has accrued amounts to
cover open claims not yet settled and  incurred  but not  reported  claims as of
December  31,  2003.  For  work-related  injuries  in Texas,  the  Company  is a
non-subscriber  under  Texas state law,  meaning  that  work-related  losses are
covered  under  a  defined   benefit  program  outside  of  the  Texas  Workers'
Compensation  system.  Losses  are paid as  incurred  and  estimated  losses are
accrued on a monthly basis. The Company utilizes a third party  administrator to
process and pay filed claims.

On January 1, 2002, the Company initiated a self-insurance program for employee
medical coverage. The Company maintains stop loss insurance coverage of
approximately $150,000 per employee and approximately $18.9 million for
aggregate calendar 2003 claims. Estimated costs related to these self-insurance
programs are accrued based on known claims and projected settlements of
unasserted claims incurred but not yet reported to the Company. Subsequent
changes in actual experience (including claim costs, claim frequency, and other
factors) could result in additional costs to the Company. During the year ended
December 31, 2003, the Company has expensed $10.1 million of employee medical
insurance claims and costs. The Company has accrued amounts to cover open claims
not yet settled and incurred but not reported claims as of December 31, 2003.

Leases

As of December 31, 2003, the Company operated 41 of its senior living
communities under long-term leases. Of the 41 communities, 24 are operated under
four master lease agreements, with the remaining communities leased under
individual agreements. The Company also leases its corporate offices and is
obligated under several ground leases for senior living communities. The
remaining base lease terms vary from four to 22 years. Certain of the leases
provide for renewal and purchase options. Several of the leases have graduated
lease payments which the Company recognizes on a straight-line basis over the
term of the leases. Some leases have provisions for contingent lease payments
based on occupancy levels or other measures. Contingent lease payments are
expensed when incurred.

During 2003, the Company entered into lease agreements for five Retirement
Centers. Three of the Retirement Centers were previously owned and two
previously managed by the Company. These transactions will result in increased
annual lease expense of approximately $20 million, offset by $69.9 million of
deferred gain, of which approximately $6.9 million will be recognized annually.
See note 10.

Total lease expense was $47.1 million, $71.6 million and $35.4 million for 2003,
2002, and 2001, respectively. Lease expense for 2002 and 2001 includes residual
value guarantee losses of $30.8 million and $7.9 million, respectively.

Future minimum lease payments at December 31, 2003 are as follows
(in thousands):

       2004                                             $ 64,497
       2005                                               65,698
       2006                                               66,940
       2007                                               68,223
       2008                                               67,364
       Thereafter                                        542,596
                                               ------------------
                                                       $ 875,318
                                               ==================

Management Agreements

The Company's management agreements are generally for terms of three to 20
years, but certain of the agreements may be canceled by the owner of the
community, without cause, on three to six months' notice. Pursuant to the
management agreements, the Company is generally responsible for providing
management personnel, marketing, nursing, resident care and dietary services,
accounting and data processing services, and other services for these
communities at the owner's expense and receives a monthly fee for its services
based on either a contractually fixed amount, a percentage of revenues or
income, or cash flows in excess of operating expenses and certain cash flows of
the community. The Company's existing management agreements expire at various
times through June 2018.

In connection with the execution of certain management contracts, the Company
assumed a debt guarantee on the mortgage debt of one of the managed communities.
At December 31, 2003, $16.8 million was outstanding under the debt agreement. In
addition, the Company has additional guaranteed mortgage debt of approximately
$18.9 million of which $10.2 million relates to a Retirement Center which the
Company leases, and $8.7 million relates to a joint ventures which the Company
manages.

Regulatory Requirements

Federal and state governments regulate various aspects of the Company's
business. The development and operation of health care facilities and the
provision of health care services are subject to federal, state, and local
licensure, certification, and inspection laws that regulate, among other
matters, the number of licensed beds, the provision of services, the
distribution of pharmaceuticals, billing practices and policies, equipment,
staffing (including professional licensing), operating policies and procedures,
fire prevention measures, environmental matters, and compliance with building
and safety codes. Failure to comply with these laws and regulations could result
in the denial of reimbursement, the imposition of fines, temporary suspension of
admission of new patients, suspension or decertification from the Medicare
programs, restrictions on the ability to acquire new communities or expand
existing communities, and, in extreme cases, the revocation of a community's
license or closure of a community. Management believes the Company was in
compliance with such federal and state regulations at December 31, 2002.

Other

A portion of the Company's skilled nursing revenues are attributable to
reimbursements under Medicare. Certain temporary rate add-ons for the Company's
skilled nursing reimbursement rates expired effective October 1, 2002, but were
largely offset by the October 1, 2003 rate increases. In addition, certain per
person annual limits on therapy services, which were effective September through
December 2003, but have now been placed on moratorium for two years. Such limits
are not expected to have a significant impact on the Company.







(21) Related Party Transactions

W.E. Sheriff, the Company's chairman and chief executive officer, owns 50% of
Maybrook Realty, Inc., which owns Freedom Plaza Care Center (FPCC), a 128-bed
nursing and 44-bed assisted living center and approximately 7,000 square feet of
office space subleased to a third party, in Peoria, Arizona. From October 1999
until June 2001, the Company managed FPCC pursuant to its management agreement
for the Freedom Plaza CCRC in Peoria, Arizona. The Company also served as the
developer of an expansion of FPCC, which was completed July 2001. Pursuant to
the terms of its development agreement with Maybrook, the Company received a
development fee of $46,875 in 2001. Effective July 1, 2001, the Company entered
into a long-term operating lease for FPCC in substitution of the prior
management arrangement. The lease term expires in December 2015, and provides
the Company one five-year renewal option and an option to acquire FPCC at an
agreed upon amount. As part of this transaction, the Company acquired certain
assets and liabilities from the previous lessee of the community. The assets
acquired exceeded the liabilities assumed by $903,000, which was recorded as
deferred lease costs and will be amortized over the life of the lease. Total
lease payments during 2003, 2002 and 2001 under this lease were $2.1 million,
$2.1 million and $1.1 million, respectively.

During 2001 and 2000, the Company acquired leasehold interests in six
Free-standing ALs owned by affiliates of John Morris, a director of the Company.
The Company issued a $7.6 million, 9.63% fixed interest only note, due October
1, 2008. This note, and certain similar notes, are secured by the Company's
interest in a Retirement Center located in Richmond, Virginia and a
Free-standing AL in San Antonio, Texas. The terms of this note and its related
security instruments are identical to those issued to certain unaffiliated
entities in connection with the simultaneous acquisition of certain other
communities.

(22)  Subsequent Events

The Series B Notes are convertible into shares of the Company's common stock at
any time prior to their April 1, 2008 maturity, at the option of the holder, at
a conversion price of $2.25 per share. On February 12, 2004, the Company
announced that it was electing to redeem $4.5 million in principal amount of its
10% Series B Notes Due 2008. The Series B Notes selected by the Trustee will be
redeemed on March 12, 2004 at a redemption price of 105% (expressed as a
percentage of principal amount), plus accrued but unpaid interest to the
redemption date. Subsequent to December 31, 2003, as of March 5, 2004, holders
of Series B Notes elected to convert $4.8 million of the $10.9 million
outstanding at December 31, 2003 of convertible debentures to 2,139,113 shares
of common stock at the conversion price of $2.25 per share. As of March 4, 2004,
$6.0 million of the Series B Notes remained outstanding.

On March 4, 2004,  the Company  refinanced  $38.6 of  mortgage  debt which had a
scheduled  maturity  of April  2005,  with a total of $43.1  million of mortgage
debt.  A loan of $38.4  million  with a seven year  maturity is secured by three
Free-standing ALs and a second loan with a two year maturity for $4.7 million is
secured by a fourth Free-standing AL which is currently held-for-sale. The $38.4
million  mortgage debt bears  interest at a variable  rate with a 5% floor,  the
$4.7 million bears  interest at a variable rate with a floor of 6.5%,  while the
$38.6  million of mortgage  debt which was replaced  had a variable  rate with a
6.75% floor.

Item 9.     Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

Item 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

American Retirement Corporation's Chief Executive Officer and Chief Financial
Officer have reviewed and evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this annual report. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures effectively and
timely provide them with material information relating to the Company and its
consolidated subsidiaries required to be disclosed in the reports the Company
files or submits under the Exchange Act.







Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting
during the Company's fiscal quarter ended December 31, 2003 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

The information required by this item is incorporated herein by reference to the
Company's definitive proxy statement for its Annual Meeting of Shareholders to
be held May 19, 2004 to be filed with the Securities and Exchange Commission
(the "SEC") under the captions "Election of Directors," "Corporate Governance"
and "Section 16(a) Beneficial Ownership Reporting Compliance." Pursuant to
General Instruction G(3), certain information concerning the executive officers
of the Company is included in Part I of this report under the caption "Executive
Officers."

Item 11.   Executive Compensation

The information required by this item is incorporated herein by reference to the
section entitled "Executive Compensation" in the Company's definitive proxy
statement for its Annual Meeting of Shareholders to be held May 19, 2004 to be
filed with the SEC.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The information required by this item is incorporated herein by reference to the
sections entitled "Security Ownership of Management and Certain Beneficial
Owners" and "Executive Compensation" in the Company's definitive proxy statement
for its Annual Meeting of Shareholders to be held May 19, 2004 to be filed with
the SEC.

Item 13.   Certain Relationships and Related Transactions

The information required by this item is incorporated herein by reference to the
section entitled "Certain Transactions" in the Company's definitive proxy
statement for its Annual Meeting of Shareholders to be held May 19, 2004 to be
filed with the SEC.

Item 14.    Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the
section entitled "Fees Billed to the Company by KPMG LLP During 2003 and 2002"
in the Company's definitive proxy statement for its Annual Meeting of
Shareholders to be held May 19, 2004 to be filed with the SEC.


                                PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form
         8-K

Item 15. (a)(1)  Financial Statements:  See Item 8
            (2)  Financial Statement Schedules:  See Item 8
            (3)  Exhibits required by item 601 of Regulation S-K are as follows:

Exhibit
Number                     Description
- ---------                  -----------
  3.1             Charter of the Registrant (restated electronically for SEC
                  filing purposes only)(1)
  3.2             Bylaws of the Registrant, as amended(2)
  4.1             Specimen Common Stock certificate(3)
  4.2             Article 8 of the Registrant's Charter (included in Exhibit
                  3.1)
  4.3             Rights Agreement, dated November 18, 1998, between American
                  Retirement Corporation and American Stock Transfer and Trust
                  Company(4)
  4.4             Indenture, dated September 26, 2002, between the Company and
                  U.S. Bank National Association, as Trustee, relating to the
                  Company's 5 3/4% Series A Senior Subordinated Notes Due
                  2002(5)
  4.5             Indenture, dated September 26, 2002, between the Company and
                  U.S. Bank National Association, as Trustee, relating to the
                  Company's 10% Series B Convertible Senior Subordinated Notes
                  Due 2008(5)
 10.1             American Retirement Corporation 1997 Stock Incentive Plan, as
                  amended(6)
 10.2             American Retirement Corporation Employee Stock Purchase
                  Plan(3)
 10.3             First Amendment to Employee Stock Purchase Plan(7)
 10.4             Second Amendment to Employee Stock Purchase Plan(8)
 10.5             Third Amendment to Employee Stock Purchase Plan
 10.6             American Retirement Corporation 401(k) Plan and Trust Adoption
                  Agreement(6)
 10.7             Amendment No. 1 to American Retirement Corporation 401(k) Plan
 10.8             Officers' Incentive Compensation Plan(3)
 10.9             American Retirement Corporation Supplemental Executive
                  Retirement Plan
10.10             Lease and Security Agreement, dated January 2, 1997, by and
                  between Nationwide Health Properties, Inc. and American
                  Retirement Communities, L.P.(9)
10.11             Lease and Security Agreement, dated January 2, 1997, by and
                  between N.H. Texas Properties Limited Partnership and Trinity
                  Towers Limited Partnership(9)
10.12             Letter of Intent, dated February 24, 1997, by Nationwide
                  Health Properties, Inc. to American Retirement Corporation(3)
10.13             Deed of Lease, dated as of October 23, 1997, between Daniel
                  U.S. Properties Limited Partnership, as Lessor, and ARC
                  Imperial Plaza, Inc., as Lessee(7)
10.14             Financing and Security Agreement, dated June 8, 1999, by and
                  among ARC Capital Corporation II and Bank United, as Agent(10)
10.15             Loan Commitment, dated July 30, 1999, among American
                  Retirement Corporation and Guaranty Federal Bank, F.S.B.(10)
10.16             Term Sheet, dated May 28, 1999, among Health Care REIT, Inc.
                  and American Retirement Corporation(10)
10.17             Construction Loan Agreement, dated March 17, 2000 between
                  Freedom Village of Sun City Center, Ltd. and Suntrust Bank,
                  Tampa Bay(11)
10.18             Real Estate Mortgage and Security Agreement, dated May 8,
                  2000, between Lake Seminole Square Management Company, Inc.,
                  Freedom Group-Lake Seminole Square, Inc. and Aid Association
                  for Lutherans(11)
10.19             Construction Loan Agreement, dated September 28, 2000 between
                  ARC Scottsdale, LLC and Guaranty Federal Bank, F.S.B.(12)
10.20             First Amendment to Amended and Restated Financing and Security
                  Agreement(12)
10.21             First Amendment to Amended and Restated Guaranty of Payment
                  Agreement(12)
10.22             Lease Agreement by and between Cleveland Retirement
                  Properties, LLC, and ARC Westlake Village, Inc., dated
                  December 18, 2000(13)
10.23             Executive Change in Control Severance Benefits Plan(14)
10.24             Operating Lease, dated July 1, 2001, between Maybrook Realty,
                  Inc. and ARC HDV, LLC(6)




10.25             Master Lease and Security Agreement, dated July 31, 2001,
                  between ARC Pinegate, L.P., ARC Pearland, L.P., American
                  Retirement Corporation, Trinity Towers, L.P., ARC Lakeway,
                  L.P., ARC Spring Shadow, L.P., Nationwide Health Properties,
                  Inc. and NH Texas Properties, L.P.(6)
10.26             Real Estate Purchase and Sale Contract, dated November 9,
                  2001, between CNL Retirement Corp and American Retirement
                  Corporation(15)
10.27             Deed of Trust Note, dated December 3, 2001, between Highland
                  Mortgage Company and ARC Wilora Lake, Inc.(15)
10.28             Promissory Note, dated January 1, 2002, between SIRROM
                  Partners and C/M Corporation15 10.29Lease Agreement by and
                  between Countryside ALF, LLC and ARCLP - Charlotte, LLC, dated
                  January 1, 2002(16)
10.30             Lease Agreement by and between CNL Retirement - AM Illinois
                  L.P. and ARC Holley Court, LLC, dated February 11, 2002(16)
10.31             Lease Agreement by and between CNL Retirement - AM Colorado
                  L.P. and ARC Greenwood Village, Inc., dated March 21, 2002(16)
10.32             First Amendment to Master Lease and Security Agreement, dated
                  February 7, 2002(16)
10.33             Master Lease Agreement, dated March 29, 2002, between ARC
                  Shavano, L.P., ARC Richmond Heights, LLC, ARC Delray Beach,
                  LLC, ARC Victoria, L.P., ARC Carriage Club of Jacksonville,
                  Inc., ARC Post Oak, L.P. and Health Care Property Investors
                  Inc. (16)
10.34             Loan Agreement Among Fort Austin Real Estate Holdings, LLC, as
                  Borrower, Fort Austin Limited Partnership, as Operating
                  Lessee, and General Electric Capital Corporation, as Lender,
                  dated May 15, 2002(17)
10.35             Lease Agreement by and between Freedom Plaza Limited
                  Partnership, an Arizona Limited Partnership, and American
                  Retirement Corporation, a Tennessee Corporation, dated April
                  1, 2002(17)
10.36             Promissory Note dated April 1, 2002, between Freedom Plaza
                  Limited Partnership, an Arizona Limited Partnership, and
                  American Retirement Corporation, a Tennessee Corporation(17)
10.37             Promissory Note dated July 1, 2002, between GMAC Commercial
                  Mortgage Corporation, a California Corporation (as Lender),
                  and ARC Santa Catalina Real Estate Holdings, LLC, a Delaware
                  Corporation(5)
10.38             Master Lease Agreement (Pool I), dated July 9, 2002, between
                  ARC Pinegate, L.P., ARC Pearland, L.P., Trinity Towers, L.P.,
                  ARC Lakeway, L.P., ARC Spring Shadow, L.P., ARC Shadowlake,
                  L.P., ARC Willowbrook, L.P., ARC Park Regency, Inc., ARC
                  Parklane, Inc., Nationwide Health Properties, Inc., and
                  NH Texas Properties L.P.(5)
10.39             Master   Lease Agreement (Pool II), dated July 9, 2002,
                  between American Retirement Corporation, ARC Naples, LLC,
                  ARC Aurora, LLC, ARC Lakewood, LLC, ARC Heritage Club, Inc.,
                  ARC Countryside, LLC, ARC Cleveland Park, LLC, Nationwide
                  Health Properties, Inc., and MLD Delaware Trust(5)
10.40             Amended and Restated Loan Agreement, dated as of September 30,
                  2002, between ARCPI Holdings, Inc. and Health Care Property
                  Investors, Inc.(5)
10.41             Master Lease Agreement, dated as of September 30, 2002,
                  between Fort Austin Real Estate Holdings, LLC, ARC Santa
                  Catalina Real Estate Holdings, LLC, ARC Richmond Place Real
                  Estate Holdings, LLC, ARC Holland Real Estate Holdings, LLC,
                  ARC Sun City Center Real Estate Holdings, LLC, ARC Lake
                  Seminole Square Real Estate Holdings, LLC, ARC Brandywine Real
                  Estate Holdings, LLC, Fort Austin Limited Partnership, ARC
                  Santa Catalina, Inc., ARC Richmond Place, Inc., Freedom
                  Village of Holland, Michigan, Freedom Village of Sun City
                  Center, Ltd., Lake Seminole Square Management Company, Inc.,
                  Freedom Group-Lake Seminole Square, Inc. and ARC
                  Brandywine, LLC(5)
10.42             Loan Agreement, dated as of August 14, 2002, between ARCPI
                  Holdings, Inc. and Health Care Property Investors, Inc.(18)
10.43             Contribution Agreement, dated August 14, 2002, between ARCPI
                  Holdings, Inc., Fort Austin Limited Partnership, ARC Santa
                  Catalina, Inc., ARC Richmond Place, Inc., Freedom Village of
                  Holland, Michigan, Freedom Village of Sun City Center, Ltd.,
                  Lake Seminole Square Management Company, Inc., Freedom
                  Group-Lake Seminole Square, Inc., ARC Brandywine, LLC and
                  Health Care Property Investors, Inc.(18)
10.44             Promissory Note dated December 17, 2002, between GMAC
                  Commercial Mortgage Corporation, a California Corporation
                  (as Lender), and ARC Sun City Center Real Estate Holdings,
                  LLC, a Delaware Corporation(1)
10.45             Second Amendment to Master Lease Agreement (Phase I), dated
                  February 28, 2003, between Health Care Property Investors,
                  Inc., a Maryland corporation, Texas HCP Holding, L.P., a
                  Delaware Limited Partnership, ARC Richmond Heights, LLC, a
                  Tennessee limited liability company, ARC Shavano, L.P., a
                  Tennessee limited partnership, ARC Delray Beach, LLC, a
                  Tennessee limited liability company, ARC Victoria, L.P., a
                  Tennessee limited partnership, ARC Carriage Club of
                  Jacksonville, Inc., a Tennessee



                  corporation, ARC Post Oak, L.P., a Tennessee limited
                  partnership, and ARC Boynton Beach, LLC, a Tennessee
                  limited liability company(19)
10.46             Lease  Agreement,  dated  August 25, 2003,  between  Alabama
                  Somerby, LLC and CNL Retirement DSL1 Alabama, LP.(20)
10.47             Lease  Agreement,  dated  August 25, 2003,  between  Alabama
                  Somerby, LLC and CNL Retirement DSL1 Alabama, LP.(20)
10.48             Promissory  Note,  dated  as of  August  25,  2003,  between
                  Alabama Somerby, LLC and Daniel Senior Living, L.L.C.(20)
10.49             Contract of Acquisition and Agreement to Make Loan, dated as
                  of  September  23,  2003,   between   Health  Care  Property
                  Investors, Inc. and ARCPI Holdings, Inc.(20)
10.50             Second  Amendment to Loan  Agreement,  dated as of September
                  23,  2003,  between  ARCPI  Holdings,  Inc.  and Health Care
                  Property Investors, Inc.(20)
10.51             First  Amendment  to  Master  Lease  Agreement,  dated as of
                  September   23,  2003,   between  Fort  Austin  Real  Estate
                  Holdings, LLC, ARC Santa Catalina Real Estate Holdings, LLC,
                  ARC Richmond  Place Real Estate  Holdings,  LLC, ARC Holland
                  Real Estate  Holdings,  LLC, ARC Sun City Center Real Estate
                  Holdings,   LLC,  ARC  Lake  Seminole   Square  Real  Estate
                  Holdings,  LLC, ARC Brandywine  Real Estate  Holdings,  LLC,
                  Fort Austin Limited Partnership,  ARC Santa Catalina,  Inc.,
                  ARC  Richmond  Place,  Inc.,  Freedom  Village  of  Holland,
                  Michigan,  Freedom  Village of Sun City Center,  Ltd.,  Lake
                  Seminole Square Management Company, Inc., Freedom Group-Lake
                  Seminole Square, Inc. and ARC Brandywine, LLC.(20)
21                Subsidiaries of the Registrant
23                Consent of KPMG LLP
31.1              Certification of W.E. Sheriff pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.
31.2              Certification of Bryan D. Richardson pursuant to Section 302
                  of the Sarbanes-Oxley Act of 2002.
32.1              Certification of W.E. Sheriff pursuant to 18 U.S.C.  Section
                  1350,   as  adopted   pursuant   to   Section   906  of  the
                  Sarbanes-Oxley Act of 2002.
32.2              Certification  of Bryan D. Richardson  pursuant to 18 U.S.C.
                  Section  1350,  as adopted  pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002.

- --------------
1   Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
    for the fiscal year ended December 31, 2002.
2   Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
    for the fiscal year ended December 31, 1998.
3   Incorporated  by reference to the  Registrant's  Registration  Statement on
    Form S-1 (Registration No. 333-23197).
4   Incorporated by reference to the  Registrant's  Current Report on Form 8-K,
    dated November 24, 1998.
5   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2002.
6   Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2001.
7   Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
    for the fiscal year ended December 31, 1997.
8   Incorporated  by reference to the  Registrant's  Registration  Statement on
    Form S-8 (Registration No 333-106669).
9   Incorporated  by reference to the  Registrant's  Registration  Statement on
    Form S-1 (Registration No. 333-34339).
10  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended June 30, 1999.
11  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2000.
12  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2000.
13  Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
    for the fiscal year ended December 31, 2000.
14  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2001.
15  Incorporated  by reference to the  Registrant's  Annual Report on Form 10-K
    for the fiscal year ended December 31, 2001.
16  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2002.
17  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2002.
18  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
    dated August 15, 2002.
19  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2003.
20  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2003.






(b)        Reports on Form 8-K.

           On October 8, 2003, the Company filed with the SEC a Form 8-K (Item
           2) reporting that the Company had completed a multi-property
           transaction that involved the sale lease-back of three Retirement
           Centers and the sale of a fourth Retirement Center. The Company also
           reported that it had entered into a long-term agreement to manage the
           fourth community for an unaffiliated third party and had obtained
           mortgage financings that are secured by certain land parcels
           adjoining two of the communities.

           On November 6, 2003, the Company furnished to the SEC a Form 8-K
           (Items 7 and 12) containing a press release issued by the Company
           announcing its third quarter 2003 earnings results.

           On November 6, 2003, the Company furnished to the SEC a Form 8-K
           (Items 7, 9 and 12) containing supplemental financial information
           relating to the Company's third quarter 2003 results.

           Notwithstanding the foregoing, information furnished under Item 9 and
           Item 12 of our Current Reports on Form 8-K, including the related
           exhibits, shall not be deemed to be filed for purposes of Section 18
           of the Securities Exchange Act of 1934.







                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                          AMERICAN RETIREMENT CORPORATION

March 8, 2004             By:    /s/ W.E. Sheriff
                               ---------------------------------------
                                W.E. Sheriff
                                Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

    Signature                             Title                       Date

/s/ W.E. Sheriff                    Chairman,                      March 8, 2004
- ---------------------------------   Chief Executive Officer
    W.E. Sheriff                    and President
                                    (Principal Executive Officer)

    /s/ Bryan D. Richardson         Executive Vice President -     March 8, 2004
- ---------------------------------   Finance and Chief Financial
    Bryan D. Richardson             Officer (Principal Financial
                                    and Accounting Officer)

    /s/ Frank M. Bumstead           Director                       March 8, 2004
- ---------------------------------
    Frank M. Bumstead

    /s/ Christopher J. Coates       Director                       March 8, 2004
- ---------------------------------
    Christopher J. Coates

                                    Director                       March -, 2004
- ---------------------------------
    Donald D. Davis

    /s/ John C. McCauley            Director                       March 8, 2004
- ---------------------------------
    John C. McCauley

    /s/ John A. Morris, Jr., M.D.   Director                       March 8, 2004
- ---------------------------------
    John A. Morris, Jr., M.D.

    /s/ Daniel K. O'Connell         Director                       March 8, 2004
- ---------------------------------
    Daniel K. O'Connell

    /s/ J. Edward Pearson           Director                       March 8, 2004
- ---------------------------------
    J. Edward Pearson

     /s/ Nadine C. Smith            Director                       March 8, 2004
- ---------------------------------
    Nadine C. Smith

    /s/ Lawrence J. Stuesser        Director                       March 8, 2004
- ---------------------------------
      Lawrence J. Stuesser







                                    American Retirement Corporation
                            Schedule II - Valuation and Qualifying Accounts

                                                     Additions
                                            ----------------------------
                                Balance at   Charged to    Charged to                   Balance at
                               Beginning of  costs and       other                        End of
          Description             Period      expenses      accounts    Deductions        Period
- --------------------------------------------------------------------------------------------------------

                                                                                   
Allowance for Doubtful Accounts
   Year ended December 31, 2001 $     1,352 $     1,460  $           -  $    (127)   $           2,685
                               =========================================================================
   Year ended December 31, 2002 $     2,685 $       661  $           -  $    (923)   $           2,423
                               =========================================================================
   Year ended December 31, 2003 $     2,423 $       492  $           -  $    (652)   $           2,263
                               =========================================================================

Deferred Tax Valuation Account
   Year ended December 31, 2001 $     8,717 $     7,511  $           -  $       -    $          16,228
                               =========================================================================
   Year ended December 31, 2002 $    16,228 $    31,706  $           -  $       -    $          47,934
                               =========================================================================
   Year ended December 31, 2003 $    47,934 $     8,537  $            - $       -    $          56,471
                               =========================================================================

Reserve for Contractual loss
   Year ended December 31, 2001 $       811 $       443  $            - $     (467)  $             787
                               =========================================================================
   Year ended December 31, 2002 $       787 $         -  $            - $      (90)  $             697
                               =========================================================================
   Year ended December 31, 2003 $       697 $         -  $            - $      (21)  $             676
                               =========================================================================




See accompanying independent auditors' report.







                                     American Retirement Corporation
                               Schedule IV - Mortgage Loans on Real Estate

                                                                                         Principal amount
                                   Final    Periodic                          Carrying   of loans subject
                       Interest   Maturity   Payment             Face amount  amount of   to delinquent
     Description         Rate       Date      Terms     Prior        of      mortgages(2) principal or
                                                        liens     mortgages                  interest
- ---------------------------------------------------------------------------------------------------------

                                                                                 
First mortgage loan         5.90% 1-Jun-38         (1)        -      18,283       18,283               -
                                                      ---------------------------------------------------
                                                       $      -  $   18,283  $    18,283   $           -
                                                      ===================================================

(1)  Principal payment based upon a June 1, 2038 amortization schedule with
     outstanding principal due at maturity.
(2)  The carrying amount of the mortgage for federal income tax purposes is
     $18,283.
                                                      ----------
Balance at December 31, 2000                          $  88,505
                                                      ==========
   Additions during period:
      New mortgage loans                        6,285
   Deductions during period:
      Collections of principal                (14,633)
      Write offs of impaired
       loans                                     (652)
                                           ---------------------
Balance at December 31, 2001                          $  79,505
                                                      ==========
   Additions during period:
      New mortgage loans                       18,548
   Deductions during period:
      Collections of principal                   (109)
      Other(3)                                (79,505)
                                           ---------------------
Balance at December 31, 2002                          $  18,439
                                                      ==========
      Collections of principal                   (156)
                                                      ----------
Balance at December 31, 2003                          $  18,283
                                                      ==========

(3)  Principal payment based upon forgiveness of note receivables in exchange
     for termination of certain leases.




See accompanying independent auditors' report.






                                                                    Exhibit 21
                         Subsidiaries of the Registrant

1.       Alabama Somerby, LLC, a Delaware limited liability company
2.       ARC Air Force Village, L.P., a Tennessee limited partnership
3.       ARC Aurora, LLC, a Tennessee limited liability company
4.       ARC Bahia Oaks, Inc., a Tennessee corporation
5.       ARC Boca Raton, Inc., a Tennessee corporation
6.       ARC Boynton Beach, LLC, a Tennessee limited liability company
7.       ARC Brandywine, LLC, a Tennessee limited liability company
8.       ARC Brandywine Real Estate Holdings, LLC, a Delaware limited liability
         company
9.       ARC Brookmont Terrace, Inc., a Tennessee corporation
10.      ARC Carriage Club of Jacksonville, Inc., a Tennessee corporation
11.      ARC Castle Hills, L.P., a Tennessee limited partnership
12.      ARC Charlotte, Inc., a Tennessee corporation
13.      ARC Cleveland Heights, LLC, a Tennessee limited liability company
14.      ARC Cleveland Park, LLC, a Tennessee limited liability company
15.      ARC Coconut Creek, LLC, a Tennessee limited liability company
16.      ARC Coconut Creek Management, Inc., a Tennessee corporation
17.      ARC Corpus Christi, LLC, a Tennessee limited liability company
18.      ARC Countryside, LLC, a Tennessee limited liability company
19.      ARC Creative Marketing, LLC, a Tennessee limited liability company
20.      ARC Cypress Station, L.P., a Tennessee limited partnership
21.      ARC Deane Hill, LLC, a Tennessee limited liability company
22.      ARC Delray Beach, LLC, a Tennessee limited liability company
23.      ARC Flint, Inc., a Tennessee corporation
24.      ARC Fort Austin Properties, LLC, a Tennessee limited liability company
25.      ARC Freedom, LLC, a Tennessee limited liability company
26.      ARC Greenwood Village, Inc., a Tennessee corporation
27.      ARC Hampton Post Oak, Inc., a Tennessee corporation
28.      ARC HDV, LLC, a Tennessee limited liability company
29.      ARC Heritage Club, Inc., a Tennessee corporation
30.      ARC Holland, Inc., a Tennessee corporation
31.      ARC Holland Real Estate Holdings, LLC, a Delaware limited liability
         company
32.      ARC Holley Court, LLC, a Tennessee limited liability company
33.      ARC Holley Court Management, Inc., a Tennessee corporation
34.      ARC Homewood Corpus Christi, L.P., a Tennessee limited partnership
35.      ARC Homewood Victoria, Inc., a Tennessee corporation
36.      ARC Imperial Plaza, Inc., a Tennessee corporation
37.      ARC Imperial Services, Inc., a Tennessee corporation
38.      ARC Lady Lake, Inc., a Tennessee corporation
39.      ARC Lake Seminole Square Real Estate Holdings, LLC, a Delaware limited
         liability company
40.      ARC Lakeway, L.P., a Tennessee limited partnership
41.      ARC Lakewood, LLC, a Tennessee limited liability company
42.      ARC LifeMed, Inc., a Tennessee corporation
43.      ARC Lowry, LLC, a Tennessee limited liability company
44.      ARCLP-Charlotte, LLC, a Tennessee limited liability company
45.      ARC LP Holdings, LLC, a Tennessee limited liability company
46.      A.R.C. Management Corporation, a Tennessee corporation
47.      ARC Management, LLC, a Tennessee limited liability company
48.      ARC Naples, LLC, a Tennessee limited liability company
49.      ARC Northwest Hills, L.P., a Tennessee limited partnership
50.      ARC Oakhurst, Inc., a Tennessee corporation
51.      ARC Parklane, Inc., a Tennessee corporation




52.      ARC Park Regency, Inc., a Tennessee corporation
53.      ARC Partners II, Inc., a Tennessee corporation
54.      ARC Pearland, L.P., a Tennessee limited partnership
55.      ARC Pecan Park, L.P., a Tennessee limited partnership
56.      ARC Pecan Park/Padgett, Inc., a Tennessee corporation
57.      ARC Peoria, LLC, a Tennessee limited liability company
58.      ARCPI Holdings, Inc., a Delaware corporation
59.      ARC Pinegate, L.P., a Tennessee limited partnership
60.      ARC Post Oak, L.P., a Tennessee limited partnership
61.      ARC Richmond Heights, LLC, a Tennessee limited liability company
62.      ARC Richmond Place, Inc., a Delaware corporation
63.      ARC Richmond Place Real Estate Holdings, LLC, a Delaware limited
         liability company
64.      ARC Rossmoor, Inc., a Tennessee corporation
65.      ARC Santa Catalina, Inc., a Tennessee corporation
66.      ARC SCC, Inc., a Tennessee corporation
67.      ARC Scottsdale, LLC, a Tennessee limited liability company
68.      ARC Shadowlake, L.P., a Tennessee limited partnership
69.      ARC Shavano, L.P., a Tennessee limited partnership
70.      ARC Shavano Park, Inc., a Tennessee corporation
71.      ARC Somerby Holdings, Inc., a Tennessee corporation
72.      ARC Spring Shadow, L.P., a Tennessee limited partnership
73.      ARC Sun City Center, Inc., a Tennessee corporation
74.      ARC Sun City Center Real Estate Holdings, LLC, a Delaware limited
         liability company
75.      ARC Sun City Golf Course, Inc., a Tennessee corporation
76.      ARC Tarpon Springs, Inc., a Tennessee corporation
77.      ARC Tennessee GP, Inc., a Tennessee corporation
78.      ARC Therapy Services, LLC, a Tennessee limited liability company
79.      ARC Victoria, L.P., a Tennessee limited partnership
80.      ARC Westlake Village, Inc., a Tennessee corporation
81.      ARC Westover Hills, L.P., a Tennessee limited partnership
82.      ARC Willowbrook, L.P., a Tennessee limited partnership
83.      ARC Wilora Assisted Living, LLC, a Tennessee limited liability company
84.      ARC Wilora Lake, Inc., a Tennessee corporation
85.      Assisted Care of the Villages, a Florida general partnership
86.      Flint Michigan Retirement Housing L.L.C., a Michigan limited liability
         company
87.      Fort Austin Limited Partnership, a Texas limited partnership
88.      Freedom Group-Lake Seminole Square, Inc., a Tennessee corporation
89.      Freedom Group-Naples Management Company, Inc., a Tennessee corporation
90.      Freedom Village of Holland, Michigan, a Michigan general partnership
91.      Freedom Village of Sun City Center, Ltd., a Florida limited partnership
92.      Homewood at Brookmont Terrace, LLC, a Tennessee limited liability
         company
93.      LaBarc, L.P., a Tennessee limited partnership
94.      Lake Seminole Square Management Company, Inc., a Tennessee corporation
95.      LifeMed, LLC, a Delaware limited liability company
96.      Plaza Professional Pharmacy, Inc., a Virginia corporation
97.      Trinity Towers Limited Partnership, a Tennessee limited partnership








                                                                    Exhibit 23


                              ACCOUNTANTS' CONSENT

The Board of Directors
American Retirement Corporation

We consent to  incorporation  by reference in the  Registration  Statement  Nos.
333-28657,  333-66821,  333-40162,  333-94747  and  333-106669  on  Form  S-8 of
American  Retirement  Corporation of our report dated March 4, 2004, relating to
the  consolidated   balance  sheets  of  American  Retirement   Corporation  and
subsidiaries  as of  December  31, 2003 and 2002,  and the related  consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
years  in the  three-year  period  ended  December  31,  2003,  and all  related
schedules,  which report  appears in the December 31, 2003 annual report on Form
10-K of American Retirement Corporation.

As  discussed  in note 2 to the  consolidated  financial  statements,  effective
January 1, 2002,  the Company  changed its method of accounting  for goodwill in
accordance  with  Statement of Financial  Accounting  Standards  (SFAS) No. 142,
"Goodwill and Other Intangible  Assets" and impairment of long-lived  assets and
discounted  operations  in  accordance  with SFAS No.  144  "Accounting  for the
Impairment of Disposal of Long-Lived Assets."



/s/ KPMG LLP

Nashville, Tennessee
March 8, 2004







                                                                Exhibit 31.1
                                  CERTIFICATION


I, W.E. Sheriff, certify that:

1.                I have reviewed this Annual Report on Form 10-K of American
                  Retirement Corporation;

2.                Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

3.                Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

4.                The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)), for the registrant and have:

a)                designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;
b)                evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and
c)                disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's fourth fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  registrant's internal control over financial reporting; and

5.                The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

a)                all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and
b)                any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


Date:  March 8, 2004

/s/ W.E. Sheriff
- -----------------------------------------------
W.E. Sheriff
Chairman, Chief Executive Officer and President




                                                                Exhibit 31.2


                                  CERTIFICATION


I, Bryan D. Richardson, certify that:

1.                I have reviewed this Annual Report on Form 10-K of American
                  Retirement Corporation;

2.                Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

3.                Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

4.                The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)), for the registrant and have:

a)                designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;
b)                evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and
c)                disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's fourth fiscal quarter that has materially
                  affected, or is reasonably likely to materially affect, the
                  registrant's internal control over financial reporting;

5.                The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

a)                all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and
b)                any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


Date:  March 8, 2004

/s/ Bryan D. Richardson
- --------------------------------------
Bryan D. Richardson
Executive Vice President - Finance and
Chief Financial Officer






                                                                 Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Retirement Corporation (the
"Company") on Form 10-K for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on March 8, 2004 (the "Report"), I, W.E.
Sheriff, Chairman, Chief Executive Officer and President of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

/s/ W.E. Sheriff
- -----------------------------------------------------------
W.E. Sheriff
Chairman, Chief Executive Officer and President
March 8, 2004






                                                                Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Retirement Corporation (the
"Company") on Form 10-K for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on March 8, 2004 (the "Report"), I, Bryan D.
Richardson, Executive Vice President - Finance and Chief Financial Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.

/s/ Bryan D. Richardson
- ------------------------------------------------
Bryan D. Richardson
Executive Vice President - Finance and
Chief Financial Officer
March 8, 2004