NASHVILLE, Tenn., Aug. 3, 2015 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today reported financial and operating results for the second quarter of 2015. Highlights included:


    --  Cash From Facility Operations ("CFFO") of $0.60 per share for the second
        quarter of 2015, a decline from $0.63 per share in the first quarter of
        2015, excluding integration, transaction, transaction-related and
        electronic medical records ("EMR") roll-out costs in both periods.
    --  Adjusted EBITDA of $230.1 million in the second quarter of 2015, a 0.3%
        decrease from the first quarter of 2015, excluding integration,
        transaction, transaction-related and EMR roll-out costs in both periods.
    --  Same Community average monthly revenue per unit growth of 2.8% compared
        with the second quarter of 2014, led by 3.8% growth in the legacy
        Brookdale portfolio.
    --  Average occupancy for all consolidated communities in the second quarter
        of 2015 of 86.5%, a decline of 90 basis points from the first quarter of
        2015.

Andy Smith, Brookdale's CEO, said, "Our second quarter experience underscored our belief in the long-term growth potential of our company; however, our near-term operating performance was below our expectations. Our typical seasonal increase in occupancy occurred late in the quarter and was more muted than usual. This lower than expected occupancy was only partly offset by solid rate performance, effective expense management and growing cost synergies. Given our lower than expected occupancy level entering the third quarter, we are revising our 2015 CFFO guidance to a range of $2.35 to $2.45 per share, excluding integration, transaction, transaction-related and EMR roll-out costs."

Mr. Smith continued, "We have made solid progress integrating Emeritus into our platform over the past year. We remain very confident that we will achieve our longer-term expectations for the Emeritus merger. Nevertheless, the integration effort has been more challenging in certain respects than we originally anticipated. Our occupancy decline reflected an industry-wide trend and the consequences of these integration challenges. As we complete the fourth and final stage of our systems and process cutovers, we expect our sales and marketing efforts to continue to normalize as our teams focus less on integration and more on their day-to-day responsibilities. We also expect to begin to realize growing and higher-than-anticipated cost synergies as we move forward."

Financial Results

The second quarter of 2015 represents the third full quarter of results that include the operations of Emeritus, which the Company acquired on July 31, 2014, as well as the impact from the transactions with HCP, Inc., which closed on August 29, 2014. Results beginning with the fourth quarter of 2014 reflect the full impact of those transactions, and results from the first and second quarters of 2014 reflect legacy Brookdale on a stand-alone basis (except for our Same Community results, which include results for the Emeritus Same Community group on a proforma basis).

Total revenue of $1.2 billion for the second quarter of 2015 was relatively flat compared with the first quarter of 2015, with resident fees declining $8.3 million. Average monthly revenue per unit for the consolidated senior housing portfolio was $4,331 in the second quarter of 2015, an increase of $26, or 0.6%, over the first quarter of 2015. Average occupancy for all consolidated communities for the second quarter of 2015 was 86.5%, compared to 87.4% for the first quarter of 2015. Total revenue for the second quarter of 2015 increased $489.8 million, or 65.4%, from the second quarter of 2014, primarily due to the acquisition of Emeritus and new units added to existing communities, partially offset by the effect of the Company's contribution of entry fee CCRCs to a venture with HCP on August 29, 2014.

Facility operating expenses for the second quarter of 2015 were $695.0 million, an increase of $259.6 million, or 59.6%, from the second quarter of 2014, primarily due to the acquisition of Emeritus. Excluding management services in all periods, operating margin was 33.4% for the second quarter of 2015 versus 33.8% for the first quarter of 2015 and 33.4% for the second quarter of 2014. Net loss attributable to Brookdale common stockholders for the second quarter of 2015 was $(84.5) million, or $(0.46) per share, versus net loss attributable to Brookdale common stockholders of $(3.3) million, or $(0.03) per share, in the second quarter of 2014.

Non-GAAP Financial Measures

Brookdale's management utilizes Adjusted EBITDA and CFFO to evaluate the Company's performance and liquidity because these metrics exclude non-cash items such as depreciation and amortization, asset impairment charges, non-cash stock-based compensation expense, gain (loss) on facility lease termination and straight-line lease expense, net of deferred gain amortization. Adjusted EBITDA and CFFO included integration, transaction, transaction-related and EMR roll-out costs for the three months ended June 30, 2015, March 31, 2015 and June 30, 2014 of $29.0 million, $27.3 million and $11.9 million, respectively. Brookdale also uses Facility Operating Income to assess the performance of its communities.

Facility Operating Income was $348.1 million in the second quarter of 2015, a decline of $6.5 million, or 1.8%, over the first quarter of 2015 and an increase of $137.5 million, or 65.3%, over the second quarter of 2014. Adjusted EBITDA, excluding integration, transaction, transaction-related and EMR roll-out costs, was $230.1 million for the second quarter of 2015, a decrease of $0.7 million, or 0.3%, over the first quarter of 2015 and an increase of $98.8 million, or 75.3%, over the second quarter of 2014.

CFFO was $80.9 million in the second quarter of 2015, or $0.44 per share. Excluding integration, transaction, transaction-related and EMR roll-out costs, CFFO was $109.9 million for the second quarter of 2015, a decline of $5.5 million, or 4.7%, compared with the first quarter of 2015, and an increase of $21.4 million, or 24.1%, compared with the second quarter of 2014.

Liquidity and Transactions

Brookdale had $78.5 million of unrestricted cash and cash equivalents and $85.0 million of restricted cash and escrow deposits as of June 30, 2015.

On June 30, 2015, Brookdale and HCP entered into a RIDEA joint venture, which acquired 35 senior housing communities for $847 million. The Company contributed $30.3 million in cash to the RIDEA joint venture. Brookdale owns a 10% ownership interest, and HCP owns a 90% ownership interest. The Company had operated these communities since its acquisition of Horizon Bay in 2011 and will continue to manage the communities under a long-term management agreement.

Outlook

For the full year 2015, the Company now expects CFFO per share in a range of $2.35 to $2.45, excluding integration, transaction, transaction-related and EMR roll-out costs. This guidance excludes the potential impact of any future acquisition or disposition activity.

Supplemental Information

The Company will shortly post on the Investor Relations section of the Company's website at www.brookdale.com supplemental information relating to the Company's second quarter 2015 results. This information will also be furnished in a Form 8-K to be filed with the SEC.

Earnings Conference Call

Brookdale's management will conduct a conference call to review the financial results of its second quarter ended June 30, 2015 on Tuesday, August 4, 2015 at 9:00 AM ET. The conference call can be accessed by dialing (866) 900-2996 (from within the U.S.) or (706) 643-2685 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the "Brookdale Senior Living Second Quarter Earnings Call."

A webcast of the conference call will be available to the public on a listen-only basis at www.brookdale.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website for three months following the call.

For those who cannot listen to the live call, a replay will be available until 11:59 PM ET on August 17, 2015 by dialing (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside of the U.S.) and referencing access code "94707286". A copy of this earnings release is posted on the Investor Relations page of the Brookdale website (www.brookdale.com).

About Brookdale Senior Living

Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. Currently Brookdale operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with approximately 1,135 communities in 47 states and the ability to serve approximately 110,000 residents. Through its ancillary services program, the Company also offers a range of outpatient therapy, home health, personalized living and hospice services. Brookdale's stock is traded on the New York Stock Exchange under the ticker symbol BKD.

Safe Harbor

Certain statements in this press release and the associated earnings conference call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements relating to our operational initiatives and growth strategies and our expectations regarding their effect on our results; our expectations regarding the economy, the senior living industry, occupancy, revenue, cash flow, operating income, expenses, capital expenditures, Program Max opportunities, cost savings, the demand for senior housing, the home resale market, expansion, development and construction activity, acquisition opportunities, asset dispositions, our share repurchase program, taxes, capital deployment, returns on invested capital and CFFO; our expectations regarding returns to shareholders and our growth prospects; our expectations concerning the future performance of recently acquired communities and the effects of acquisitions on our financial results; our ability to secure financing or repay, replace or extend existing debt at or prior to maturity; our ability to remain in compliance with all of our debt and lease agreements (including the financial covenants contained therein); our expectations regarding liquidity and leverage; our expectations regarding financings and refinancings of assets (including the timing thereof) and their effect on our results; our expectations regarding changes in government reimbursement programs and their effect on our results; our plans to generate growth organically through occupancy improvements, increases in annual rental rates and the achievement of operating efficiencies and cost savings; our plans to expand our offering of ancillary services (therapy, home health, personalized living and hospice); our plans to expand, renovate, redevelop and reposition existing communities; our plans to acquire additional communities, asset portfolios, operating companies and home health agencies; the expected project costs for our expansion, redevelopment and repositioning program; our expected levels of expenditures and reimbursements (and the timing thereof); our expectations regarding our sales, marketing and branding initiatives and their impact on our results; our expectations for the performance of our entrance fee communities; our ability to anticipate, manage and address industry trends and their effect on our business; our expectations regarding the payment of dividends; our ability to increase revenues, earnings, Adjusted EBITDA, Cash From Facility Operations, and/or Facility Operating Income (as such terms are defined herein); and our expectations regarding the integration of Emeritus and the transactions with HCP. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. Forward-looking statements are based on certain assumptions or estimates, discuss future expectations, describe future plans and strategies, contain projections of results of operations or of financial condition, or state other forward-looking information. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; our inability to extend (or refinance) debt (including our credit and letter of credit facilities) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term operating lease payments; the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under the repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisitions and integrate them into our operations; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; early terminations or non-renewal of management agreements; increased competition for skilled personnel; increased union activity; departure of our key officers; increases in market interest rates; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; risks relating to the integration of Emeritus and the transactions with HCP, including in respect of unanticipated difficulties and/or expenditures relating to such transactions; the impact of such transactions on the Company's relationships with residents, employees and third parties; and the inability to obtain, or delays in obtaining, cost savings and synergies from such transactions; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management's views as of the date of this press release and/or the associated earnings conference call. We cannot guarantee future results, levels of activity, performance or achievements, and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.


                                                                                                                                    Condensed Consolidated Statements of Operations

                                                                                                                                         (in thousands, except per share data)


                                                                                                                                                              Three Months Ended         Six Months Ended

                                                                                                                                                                   June 30,                  June 30,
                                                                                                                                                                   --------                  --------

                                                                                                                                                                                    2015                     2014         2015        2014
                                                                                                                                                                                    ----                     ----         ----        ----

    Revenue

    Resident fees                                                                                                                                                             $1,043,978                 $653,517   $2,096,210  $1,303,827

    Management fees                                                                                                                                                               14,839                    7,489       29,936      14,891

    Reimbursed costs incurred on behalf of managed communities                                                                                                                   179,367                   87,387      359,919     176,950
                                                                                                                                                                                                          ------                 -------

    Total revenue                                                                                                                                                              1,238,184                  748,393    2,486,065   1,495,668
                                                                                                                                                                               ---------                  -------    ---------   ---------


    Expense

    Facility operating expense (excluding depreciation and amortization of $214,116, $64,067, $422,939 and $126,728, respectively)                                               694,991                  435,415    1,391,880     865,285

    General and administrative expense (including non-cash stock-based compensation expense of $6,851, $7,729, $15,724 and $15,301,
     respectively)                                                                                                                                                                89,545                   47,008      179,075      91,673

    Transaction costs                                                                                                                                                                421                    6,808        7,163      17,652

    Facility lease expense                                                                                                                                                        91,338                   70,030      185,809     139,899

    Depreciation and amortization                                                                                                                                                225,645                   71,088      446,072     141,404

    Loss on facility lease termination                                                                                                                                                 -                       -      76,143           -

    Costs incurred on behalf of managed communities                                                                                                                              179,367                   87,387      359,919     176,950

    Total operating expense                                                                                                                                                    1,281,307                  717,736    2,646,061   1,432,863
                                                                                                                                                                               ---------                  -------    ---------   ---------

    (Loss) income from operations                                                                                                                                               (43,123)                  30,657    (159,996)     62,805


    Interest income                                                                                                                                                                  382                      285          809         606

    Interest expense:

    Debt                                                                                                                                                                        (43,684)                (23,602)    (86,032)   (47,446)

    Capital and financing lease obligations                                                                                                                                     (53,043)                 (6,055)   (106,246)   (12,209)

    Amortization of deferred financing costs and debt premium (discount)                                                                                                             162                  (4,078)       (219)    (8,096)

    Change in fair value of derivatives                                                                                                                                             (76)                 (1,322)       (626)    (2,169)

    Debt modification and extinguishment costs                                                                                                                                         -                 (3,197)        (44)    (3,197)

    Equity in (loss) earnings of unconsolidated ventures                                                                                                                           (672)                   1,523          812       2,159

    Other non-operating income                                                                                                                                                     2,654                    3,456        5,145       3,921
                                                                                                                                                                                   -----                    -----        -----       -----

    Loss before income taxes                                                                                                                                                   (137,400)                 (2,333)   (346,397)    (3,626)

    Benefit (provision) for income taxes                                                                                                                                          52,593                    (962)     130,881     (1,968)
                                                                                                                                                                                  ------                     ----      -------      ------

    Net loss                                                                                                                                                                    (84,807)                 (3,295)   (215,516)    (5,594)

    Net loss attributable to noncontrolling interest                                                                                                                                 260                        -         518           -
                                                                                                                                                                                     ---                                  ---

    Net loss attributable to Brookdale Senior Living Inc. common stockholders                                                                                                  $(84,547)                $(3,295)  $(214,998)   $(5,594)
                                                                                                                                                                                ========                  =======    =========     =======



    Basic and diluted net loss per share attributable to Brookdale Senior Living Inc. common stockholders                                                                        $(0.46)                 $(0.03)     $(1.17)    $(0.04)
                                                                                                                                                                                  ======                   ======       ======      ======


    Weighted average shares used in computing basic and diluted net loss per share                                                                                               184,266                  125,058      183,974     124,770
                                                                                                                                                                                 =======                  =======      =======     =======



                                                                  Condensed Consolidated Balance Sheets



                                                                             (in thousands)


                                                                                                        June 30, 2015             December 31, 2014
                                                                                                        -------------             -----------------



    Cash and cash equivalents                                                                                             $78,496                      $104,083

    Cash and escrow deposits - restricted                                                                                  42,046                        38,862

    Accounts receivable, net                                                                                              161,914                       149,730

    Other current assets                                                                                                  215,228                       322,114
                                                                                                                          -------                       -------

    Total current assets                                                                                                  497,684                       614,789

    Property, plant and equipment and

         leasehold intangibles, net                                                                                     8,341,286                     8,389,505

    Other assets, net                                                                                                   1,514,310                     1,517,069
                                                                                                                        ---------                     ---------

    Total assets                                                                                                      $10,353,280                   $10,521,363
                                                                                                                      ===========                   ===========


    Current liabilities                                                                                                  $783,105                      $877,762

    Long-term debt, less current portion                                                                                3,750,562                     3,456,808

    Capital and financing lease obligations, less current portion                                                       2,527,132                     2,536,883

    Other liabilities                                                                                                     608,472                       767,669
                                                                                                                          -------                       -------

    Total liabilities                                                                                                   7,669,271                     7,639,122

    Total Brookdale Senior Living Inc. stockholders' equity                                                             2,684,010                     2,881,724

    Noncontrolling interest                                                                                                   (1)                          517
                                                                                                                              ---                           ---

    Total equity                                                                                                        2,684,009                     2,882,241

    Total liabilities and equity                                                                                      $10,353,280                   $10,521,363
                                                                                                                      ===========                   ===========



                       Condensed Consolidated Statements of Cash Flows

                                       (in thousands)


                                                                Six Months Ended June 30,
                                                                -------------------------

                                                                          2015                  2014
                                                                          ----                  ----

    Cash Flows from Operating
     Activities

    Net loss                                                        $(215,516)             $(5,594)

    Adjustments to reconcile
     net loss to net cash
     provided by operating

    activities:

    Debt modification and
     extinguishment costs                                                   44                 3,197

    Depreciation and
     amortization, net                                                 446,291               149,500

    Equity in earnings of
     unconsolidated ventures                                             (812)              (2,159)

    Distributions from
     unconsolidated ventures
     from cumulative share of
     net                                                                 1,450                   615

            earnings

    Amortization of deferred
     gain                                                              (2,186)              (2,186)

    Amortization of entrance
     fees                                                              (1,697)             (14,749)

    Proceeds from deferred
     entrance fee revenue                                                5,313                23,941

    Deferred income tax
     (benefit) provision                                             (132,462)                  593

    Change in deferred lease
     liability                                                           4,720                 (440)

    Change in fair value of
     derivatives                                                           626                 2,169

    Non-cash stock-based
     compensation                                                       15,724                15,301

    Non-cash interest
     expense on financing
     lease obligations                                                  11,516                     -

    Amortization of (above)
     below market rents, net                                           (3,799)                    -

    Other                                                              (1,416)                  115

    Changes in operating
     assets and liabilities:

    Accounts receivable, net                                          (12,241)                1,415

    Prepaid expenses and
     other assets, net                                                  37,493              (14,185)

    Accounts payable and
     accrued expenses                                                 (49,536)             (13,316)

    Tenant refundable fees
     and security deposits                                               (517)                (477)

    Deferred revenue                                                     7,829                   474

    Net cash provided by
     operating activities                                              110,824               144,214
                                                                       -------               -------

    Cash Flows from Investing
     Activities

    Decrease (increase) in
     lease security deposits
     and lease acquisition
     deposits, net                                                      15,723                  (66)

    Decrease in cash and
     escrow deposits -
     restricted                                                         10,206                   588

    Additions to property,
     plant, and equipment and
     leasehold intangibles,
     net                                                             (178,348)            (133,429)

    Acquisition of assets,
     net of related payables
     and cash received                                               (192,701)                (515)

    Investment in
     unconsolidated ventures                                          (38,609)                    -

    Distributions from
     unconsolidated ventures                                                 -                2,643

    Proceeds from sale of
     assets, net                                                         4,993                     -

    Other                                                                2,239                 2,640

    Net cash used in
     investing activities                                            (376,497)            (128,139)
                                                                      --------              --------

    Cash Flows from Financing
     Activities

    Proceeds from debt                                                 165,193               180,154

    Repayment of debt and
     capital and financing
     lease obligations                                                (84,037)            (181,813)

    Proceeds from line of
     credit                                                            685,000                82,000

    Repayment of line of
     credit                                                          (515,000)            (100,000)

    Payment of financing
     costs, net of related
     payables                                                          (3,466)                (818)

    Refundable entrance fees:

       Proceeds from refundable
        entrance fees                                                      586                16,942

       Refunds of entrance fees                                        (1,817)             (17,659)

    Cash portion of loss on
     extinguishment of debt                                               (44)              (3,180)

    Payment on lease
     termination                                                       (7,750)                    -

    Other                                                                1,421                   722
                                                                         -----                   ---

       Net cash provided by
        (used in) financing
        activities                                                     240,086              (23,652)
                                                                       -------               -------

                Net decrease in cash and
                 cash equivalents                                     (25,587)              (7,577)

                Cash and cash equivalents
                 at beginning of period                                104,083                58,511
                                                                       -------                ------

                Cash and cash equivalents
                 at end of period                                      $78,496               $50,934
                                                                       =======               =======

Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Adjusted EBITDA should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by or used in operations, as determined in accordance with GAAP. Adjusted EBITDA is a key measure of the Company's operating performance used by management to focus on operating performance and management without mixing in items of income and expense that relate to long-term contracts and the financing and capitalization of the business. We define Adjusted EBITDA as net income (loss) before provision (benefit) for income taxes, non-operating (income) expense items, (gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination), depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), net of amortization of (above) below market rents, amortization of deferred gain, amortization of deferred entrance fees, non-cash stock-based compensation expense, change in future service obligation, and Cash From Facility Operations from unconsolidated ventures and including entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization).

We believe Adjusted EBITDA is useful to investors in evaluating our performance, results of operations and financial position for the following reasons:


    --  It is helpful in identifying trends in our day-to-day performance
        because the items excluded have little or no significance to our
        day-to-day operations;
    --  It provides an assessment of controllable expenses and affords
        management the ability to make decisions which are expected to
        facilitate meeting current financial goals as well as achieve optimal
        financial performance; and
    --  It is an indication to determine if adjustments to current spending
        decisions are needed.

The table below reconciles Adjusted EBITDA from net loss for the three months ended June 30, 2015, March 31, 2015 and June 30, 2014 (in thousands):



                                                                              Three Months Ended (1)
                                                                              ---------------------

                                                                             June 30, 2015            March 31, 2015             June 30, 2014 (2)
                                                                             -------------            --------------             ----------------

    Net loss                                                                                $(84,807)                $(130,709)                    $(3,295)

    (Benefit) provision for income taxes                                                     (52,593)                  (78,288)                         962

    Equity in loss (earnings) of unconsolidated ventures                                          672                    (1,484)                     (1,523)

    Debt modification and extinguishment costs                                                      -                        44                        3,197

    Other non-operating income                                                                (2,654)                   (2,491)                     (3,456)

    Interest expense:

        Debt                                                                                   43,684                     42,348                       23,602

        Capital and financing lease obligations                                                53,043                     53,203                        6,055

        Amortization of deferred financing costs and debt (premium) discount                    (162)                       381                        4,078

        Change in fair value of derivatives                                                        76                        550                        1,322

    Interest income                                                                             (382)                     (427)                       (285)
                                                                                                 ----                       ----                         ----

    (Loss) income from operations                                                            (43,123)                 (116,873)                      30,657


    Depreciation and amortization                                                             225,645                    220,427                       71,088

    Loss on facility lease termination                                                              -                    76,143                            -

    Straight-line lease expense                                                                 1,919                      2,801                        (217)

    Amortization of (above) below market lease, net                                           (1,840)                   (1,959)                           -

    Amortization of deferred gain                                                             (1,093)                   (1,093)                     (1,093)

    Amortization of entrance fees                                                               (930)                     (767)                     (7,547)

    Non-cash stock-based compensation expense                                                   6,851                      8,873                        7,729

    Entrance fee receipts(3)                                                                    3,408                      2,491                       25,924

    Entrance fee disbursements                                                                  (988)                     (829)                     (9,213)

    CFFO from unconsolidated ventures                                                          11,177                     14,213                        1,996

    Adjusted EBITDA                                                                          $201,026                   $203,427                     $119,324
                                                                                             ========                   ========                     ========


             (1)    The calculation of Adjusted EBITDA
                     includes integration, transaction,
                     transaction-related and EMR roll-
                     out costs of $29.0 million, $27.3
                     million and $11.9 million for the
                     three months ended June 30, 2015,
                     March 31, 2015 and June 30, 2014,
                     respectively. Integration,
                     transaction-related and EMR roll-
                     out costs include third party
                     expenses directly related to the
                     integration of Emeritus and
                     corporate capital structure
                     assessment activities (including
                     shareholder relations advisory
                     matters) as well as internal costs
                     such as labor reflecting time spent
                     by Company personnel on integration
                     and transaction-related activity
                     and severance costs.  Transaction
                     costs include third party costs
                     directly related to the acquisition
                     of Emeritus and other acquisition
                     and community leasing activity and
                     are primarily comprised of legal,
                     finance, consulting, professional
                     fees and other third party costs.

             (2)    The definition of Adjusted EBITDA was
                     changed in the first quarter of 2015
                     to include CFFO from unconsolidated
                     ventures.  Prior periods have been
                     recast to conform to the new
                     definition.

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

Cash From Facility Operations

CFFO is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for cash flows provided by or used in operations, as determined in accordance with GAAP. We define CFFO as net cash provided by (used in) operating activities adjusted for changes in operating assets and liabilities, deferred interest and fees added to principal, refundable entrance fees received, first generation entrance fee receipts at a recently opened entrance fee CCRC prior to stabilization, entrance fee refunds disbursed adjusted for first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization, lease financing debt amortization with fair market value or no purchase options, gain (loss) on facility lease termination, recurring capital expenditures (net), distributions from unconsolidated ventures from cumulative share of net earnings, CFFO from unconsolidated ventures, and other. Recurring capital expenditures include routine expenditures capitalized in accordance with GAAP that are funded from current operations. Amounts excluded from recurring capital expenditures consist primarily of major projects, renovations, community repositionings, expansions, systems projects or other non-recurring or unusual capital items (including integration capital expenditures) or community purchases that are funded using lease or financing proceeds, available cash and/or proceeds from the sale of communities.

We believe CFFO is useful to investors in evaluating our liquidity for the following reasons:


    --  It provides an assessment of our ability to facilitate meeting current
        financial and liquidity goals.



    --  To assess our ability to: (i)  service our outstanding indebtedness;
        (ii)  pay dividends; and (iii)  make regular recurring capital
        expenditures to maintain and improve our communities.

The table below reconciles CFFO from net cash provided by operating activities for the three months ended June 30, 2015, March 31, 2015 and June 30, 2014 (in thousands):



                                                                                      Three Months Ended(1)
                                                                                       --------------------

                                                                                     June 30, 2015            March 31, 2015           June 30, 2014
                                                                                     -------------            --------------           -------------


    Net cash provided by operating activities                                                        $100,767                  $10,057                  $91,518

    Changes in operating assets and liabilities                                                           547                   16,425                  (2,469)

    Refundable entrance fees received                                                                     550                       36                   11,018

    Entrance fee refunds disbursed                                                                      (988)                   (829)                 (9,213)

    Recurring capital expenditures, net                                                              (17,425)                (15,003)                (11,841)

    Lease financing debt amortization with fair market value or no purchase options                  (12,756)                (12,439)                 (3,983)

    Loss on facility lease termination                                                                      -                  76,143                        -

    Distributions from unconsolidated ventures from cumulative share of net earnings                    (950)                   (500)                   (370)

    CFFO from unconsolidated ventures                                                                  11,177                   14,213                    1,996

    Cash From Facility Operations                                                                     $80,922                  $88,103                  $76,656
                                                                                                      =======                  =======                  =======


             (1)    The calculation of Cash From
                     Facility Operations includes
                     integration, transaction,
                     transaction-related and EMR
                     roll-out costs of $29.0
                     million, $27.3 million and
                     $11.9 million for the three
                     months ended June 30, 2015,
                     March 31, 2015 and June 30,
                     2014, respectively.
                     Integration, transaction-
                     related and EMR roll-out costs
                     include third party expenses
                     directly related to the
                     integration of Emeritus and
                     corporate capital structure
                     assessment activities
                     (including shareholder
                     relations advisory matters) as
                     well as internal costs such as
                     labor reflecting time spent by
                     Company personnel on
                     integration and transaction-
                     related activity and severance
                     costs.  Transaction costs
                     include third party costs
                     directly related to the
                     acquisition of Emeritus and
                     other acquisition and community
                     leasing activity and are
                     primarily comprised of legal,
                     finance, consulting,
                     professional fees and other
                     third party costs.

The calculation of CFFO per share is based on weighted average outstanding common shares for the period, excluding any unvested restricted shares. Annual CFFO per share for all periods is calculated as the sum of the quarterly amounts for the year.

Facility Operating Income

Facility Operating Income is not a measurement of operating performance calculated in accordance with GAAP and should not be considered in isolation as a substitute for net income, income from operations, or cash flows provided by or used in operations, as determined in accordance with GAAP. We define Facility Operating Income as net income (loss) before provision (benefit) for income taxes, non-operating (income) expense items, (gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination), depreciation and amortization (including non-cash impairment charges), facility lease expense, general and administrative expense, including non-cash stock-based compensation expense, transaction costs, change in future service obligation, amortization of deferred entrance fee revenue and management fees.

We believe Facility Operating Income is useful to investors in evaluating our facility operating performance for the following reasons:


    --  It is helpful in identifying trends in our day-to-day facility
        performance;
    --  It provides an assessment of our revenue generation and expense
        management; and
    --  It provides an indicator to determine if adjustments to current spending
        decisions are needed.

The table below reconciles Facility Operating Income from net loss for the three months ended June 30, 2015, March 31, 2015 and June 30, 2014 (in thousands):



                                                                                 Three Months Ended
                                                                                ------------------

                                                                             June 30, 2015            March 31, 2015             June 30, 2014
                                                                             -------------            --------------             -------------


    Net loss                                                                                $(84,807)                $(130,709)                $(3,295)

    (Benefit) provision for income taxes                                                     (52,593)                  (78,288)                     962

    Equity in loss (earnings) of unconsolidated ventures                                          672                    (1,484)                 (1,523)

    Debt modification and extinguishment costs                                                      -                        44                    3,197

    Other non-operating income                                                                (2,654)                   (2,491)                 (3,456)

    Interest expense:

        Debt                                                                                   43,684                     42,348                   23,602

        Capital and financing lease obligations                                                53,043                     53,203                    6,055

        Amortization of deferred financing costs and debt (premium) discount                    (162)                       381                    4,078

        Change in fair value of derivatives                                                        76                        550                    1,322

    Interest income                                                                             (382)                     (427)                   (285)
                                                                                                 ----                       ----                     ----

    (Loss) income from operations                                                            (43,123)                 (116,873)                  30,657

    Depreciation and amortization                                                             225,645                    220,427                   71,088

    Facility lease expense                                                                     91,338                     94,471                   70,030

    General and administrative (including non-cash

         stock-based compensation expense)                                                     89,545                     89,530                   47,008

    Transaction costs                                                                             421                      6,742                    6,808

    Loss on facility lease termination                                                              -                    76,143                        -

    Amortization of entrance fees                                                               (930)                     (767)                 (7,547)

    Management fees                                                                          (14,839)                  (15,097)                 (7,489)
                                                                                              -------                                             ------

    Facility Operating Income                                                                $348,057                   $354,576                 $210,555
                                                                                             ========                   ========                 ========

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/brookdale-announces-second-quarter-2015-results-300122785.html

SOURCE Brookdale Senior Living Inc.