SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 1998
BROOKDALE LIVING COMMUNITIES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22253 36-4103821
- ------------------------------- ---------------------- -----------------------
(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification Number)
77 West Wacker Drive, Suite 4400, Chicago, Illinois 60601
- ------------------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 977-3700.
NOT APPLICABLE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS,PRO FORMA FINANCINAL INFORMATION AND EXHIBITS
The Registrant submits this Form 8-K/A in order to supply the financial
statements and schedules required pursuant to Rule 3-05(b) of Regulation S-X and
the pro forma financial information required pursuant to Article 11 of
Regulation S-X with respect to the Registant's acquisition of The Atrium of San
Jose (the Property), a 292-unit senior and assisted living facility located in
San Jose, California. This information should be read in conjunction with the
Registrant's Form 8-K filed with the Commission on May 26, 1998.
a) Financial statements of businesses acquired
Report of Independent Auditors
The Board of Directors
Brookdale Living Communities, Inc.
We have audited the accompanying balance sheet of Atrium Venture (a California
limited partnership) as of December 31, 1997 and the related statements of
income and partners' deficit and cash flows for the year then ended. These
financial statements are the responsibility of Atrium Venture's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atrium Venture at December 31,
1997, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
April 30, 1998, except for Note 4 as to which the date is May 12, 1998
<PAGE>
Atrium Venture
(A California Limited Partnership)
Balance Sheet
December 31, 1997
Assets
Current assets:
Cash and cash equivalents $ 187,741
Accounts receivable 136,688
Certificate of deposit 103,671
Prepaid and other expenses 77,138
------------
Total current assets 505,238
Real estate, at cost:
Land 3,288,055
Building and improvements 15,589,771
Furniture and equipment 1,203,852
------------
20,081,678
Accumulated depreciation (5,462,320)
------------
14,619,358
Deferred financing fees, net of accumulated amortization of $96,424 306,427
Restricted cash 119,826
------------
Total assets $15,550,849
============
Liabilities and partners' deficit
Current liabilities:
Mortgage note payable - current portion $ 178,222
Tenant security deposits 166,200
Accounts payable 142,678
Prepaid rents and other 129,663
------------
Total current liabilities 616,763
Mortgage note payable 17,929,714
------------
Total liabilities 18,546,477
Partners' deficit (2,995,628)
------------
Total liabilities and partners' deficit $15,550,849
============
See notes to financial statements.
<PAGE>
Atrium Venture
(A California Limited Partnership)
Statement of Income and Partners' Deficit
Year ended December 31, 1997
Revenue
Resident fees $ 5,950,034
Expenses
Facility operating 3,044,651
Interest 1,460,799
Real estate taxes 264,641
Depreciation 450,610
Amortization 46,203
Property management fee - affiliate 296,225
------------
Total expenses 5,563,129
------------
Net income 386,905
Partners' deficit at January 1, 1997 (2,632,533)
Distributions to partners (750,000)
------------
Partners' deficit at December 31, 1997 $(2,995,628)
============
See notes to financial statements.
<PAGE>
Atrium Venture
(A California Limited Partnership)
Statement of Cash Flows
Year ended December 31, 1997
Operating activities
Net income $ 386,905
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 496,813
Changes in operating assets and liabilities:
Increase in accounts receivable (6,841)
Increase in prepaid and other expenses (406)
Increase in tenant security deposits 8,400
Increase in accounts payable 10,613
Increase in prepaid rents and other 80,401
------------
Net cash provided by operating activities 975,885
Investing activities
Purchase of certificate of deposit (103,671)
Additions to real estate (43,750)
------------
Cash used in investing activities (147,421)
Financing activities
Payments of mortgage note payable (164,580)
Repayment of note payable (141,780)
Decrease in restricted cash 60,122
Distributions to partners (750,000)
------------
Net cash used in financing activities (996,238)
Net decrease in cash and cash equivalents (167,774)
Cash and cash equivalents at beginning of year 355,515
------------
Cash and cash equivalents at end of year $ 187,741
============
See notes to financial statements.
<PAGE>
Atrium Venture
(A California Limited Partnership)
Notes to Financial Statements
Year ended December 31, 1997
1. Summary of Significant Accounting Policies
Basis of Presentation
Atrium Venture, a California limited partnership (the Partnership), owns,
operates, and manages an assisted living facility known as The Atrium of San
Jose (the Property) located in San Jose, California. At December 31, 1997, the
Property was 98% occupied. Leases are generally month-to-month and expire
throughout the year.
Resident Fee Revenue
Resident fee revenue is recorded when services are rendered and consists of fees
for basic housing, support services and fees associated with additional services
such as personalized health and assisted living care.
Cash and Cash Equivalents
The Partnership considers all cash accounts, money market funds and certificates
of deposit with an original maturity of three months or less when purchased to
be cash equivalents.
Deferred Financing Costs
Deferred financing costs are amortized using the straight-line method over the
term of the loan.
Real Estate
Expenditures for ordinary maintenance and repairs are expensed to operations as
incurred. Significant renovations and improvements which improve and/or extend
the useful life of the asset are capitalized and depreciated over their
estimated useful life.
Depreciation is calculated using the straight-line method over the estimated
useful lives of assets, which are as follows:
Building and improvements 10-40 years
Furniture and equipment 5-7 years
<PAGE>
1. Summary of Significant Accounting Policies (continued)
Restricted Cash
Pursuant to the terms of the mortgage note payable (see Note 2), the Partnership
is required to maintain a replacement reserve account to fund capital
expenditures associated with fixed asset repair or replacements. The Partnership
is also required to maintain a tax escrow account for real estate taxes and
insurance payments. At December 31, 1997, the amount of the replacement reserve
was $104,546, and the amount of the tax escrow was $15,280.
Income Taxes
The Partnership pays no income taxes and the income or loss from the Partnership
is includable on the respective federal income tax returns of the partners.
Use of Estimates
The preparation of the financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
2. Mortgage Note Payable
The Partnership has a mortgage note payable (the Note) which requires monthly
principal and interest payments of $134,884 with interest calculated at 7.99%
per annum. The Note matures February 1, 2006, at which time the outstanding
balance of approximately $16.2 million is due. The Note is collateralized by the
Property. The Partnership made interest payments of $1,454,034 during 1997.
<PAGE>
2. Mortgage Note Payable (continued)
The annual scheduled maturities for the five years subsequent to December
31,1997 are as follows:
Year ended December 31,
1998 $ 178,222
1999 192,883
2000 209,292
2001 226,317
2002 245,075
Thereafter 17,056,147
------------
$18,107,936
===========
3. Related Party Transactions
In connection with the operation of the Property, an affiliate of one of the
partners is entitled to property management fees equal to 5% of gross receipts,
as defined. During 1997, property management fees of $296,225 were paid.
4. Subsequent Event
On May 12, 1998, the Partnership sold the Property to The Atrium of San Jose LLC
(Atrium) for approximately $31.1 million. Atrium, in turn, leased the Property
to Brookdale Living Communities of California, Inc., a wholly owned subsidiary
of Brookdale Living Communities, Inc. In connection with its acquisition of the
Property, Atrium assumed the Note.
<PAGE>
b) Pro forma financial information
The unaudited Pro Forma Balance Sheet of Brookdale Living Communities, Inc.
and its subsidiaries (collectively, the Company) is presented as if at March 31,
1998, the Company had leased the Property and funded the investments
collateralizing the lease obligation. The unaudited Pro Forma Consolidated
Condensed Statements of Operations for the year ended December 31, 1997 and the
three months ended March 31, 1998 are presented as if the above transaction
occurred as of January 1, 1997. The unaudited Pro Forma Condensed Financial
Statements of the Company should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 and the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. In
management's opinion, all adjustments necessary to reflect the transaction have
been made.
The unaudited Pro Forma Consolidated Condensed Financial Statements of
the Company are not necessarily indicative of what the actual results of
operations would have been assuming the acquisition of the Property had
occurred at the dates indicated above, nor do they purport to represent the
future results of operations of the Company.
Basis of Presentation
Brookdale Living Communities of California, Inc., the entity which entered
into the operating lease for the Property, was required to fund $6.97 million of
investments collateralizing its lease obligations. No other adjustments of the
Company's Balance Sheet as of March 31, 1998 are necessary.
The Pro Forma Consolidated Condensed Statements of Operations of the
Company include the historical operations of the Company (for the period from
May 7, 1997 to December 31, 1997), the Original Facilities (for the period from
January 1, 1997 to May 6, 1997), the IPO (initial public offering) Properties
(for the period from January 1, 1997 to May 6, 1997), the 1997 Leases, the 1998
Lease and the Current Lease (for the period from January 1, 1998 to March 31,
1998 and the year ended December 31, 1997). The Adjustments for Acquisitions and
Leases Prior to or at the IPO reflect the ownership prior to May 6, 1997. The
foregoing facilities and transactions are described below along with the pro
forma effects of the consolidation:
<PAGE>
Acquisitions and Leases
Original Facilities Prior to or at the IPO(1) 1997 Leases(2)
- ------------------- ------------------------- ---------------------------
The Devonshire The Springs of East Mesa(3) The Gables at Farmington(5)
The Heritage Edina Park Plaza The Classic at West
The Hallmark(3) Hawthorn Lakes Palm Beach(6)
The Gables at Brighton(3) The Brendenwood Retirement
The Park Place(4) Community(7)
BLC Property, Inc.
1998 Lease Current Lease
- ----------------- -------------------------
Harbor Village(8) The Atrium of San Jose(9)
(1) These properties are collectively referred to as the IPO Properties.
(2) These properties are collectively referred to as the 1997 Leases.
(3) The Company has leased these properties from a third party since
December 27, 1996.
(4) The Company has leased this property from a third party since May 7,
1997.
(5) The Company has leased this property from a third party since November
24, 1997.
(6) The Company has leased this property from a third party since December
18, 1997.
(7) The Company has leased this property from a third party since December
22, 1997.
(8) The Company has leased this property from a third party since March 6,
1998.
(9) The Company has leased this property from a third party since May 12,
1998.
<PAGE>
<TABLE>
<CAPTION>
BROOKDALE LIVING COMMUNITIES, INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Brookdale Living Adjustments for
Communities, Inc. Acquisitions and
and Predecessor Leases prior to or 1997 1998 The Atrium of Total
Properties at the IPO Leases Lease San Jose Leases
<S> <C> <C> <C> <C> <C> <C>
Revenue
Resident Fees $ 40,578 $ 4,448 $ 14,802 $ 3,708 $ 5,950 $ 24,460
Management Services Income 132 - - - - -
---------------------------------- ----------------------------------------------------
Total Revenue 40,710 4,448 14,802 3,708 5,950 24,460
Facility Operating Expenses (21,994) (2,973) (8,872) (2,558) (3,605) (15,035)
Lease Expenses (9,984) - - - - -
General & Administrative Expenses (2,187) - - - - -
Depreciation & Amortization (3,824) (510) (1,454) (678) (497) (2,629)
---------------------------------- ----------------------------------------------------
Income (Loss) From Operations 2,721 965 4,476 472 1,848 6,796
Interest and Financing Fees Expense, Net (3,088) (1,086) (4,236) (1,499) (1,461) (7,196)
---------------------------------- -----------------------------------------------------
(Loss) Income Before Minority Interest,
Income Taxes and Extraordinary Item (367) (121)(g) 240 (1,027) 387 (400)
(Income) Loss in Minority Interest (138) - - - - -
Benefit (Provision) For Income Taxes 322 - - - - -
---------------------------------- -----------------------------------------------------
(Loss) Income From Continuing -
Operations Before Extraordinary Item (183) (121) 240 (1,027) 387 (400)
Extraordinary Item Net of Tax (36) - - - - -
----------------------------------- -----------------------------------------------------
Net (Loss) Income $ (219) $ (121) $ 240 $ (1,027) $ 387 $ (400)
================================== =====================================================
(Loss) Income From Continuing
Operations Per Share (Basic and Diluted) $ (0.03)
==================
Common Shares Used For Computing
Basic EPS (k) 7,208
==================
Common Shares Used For Computing
Diluted EPS (k) 7,351
==================
Consolidating
Pro Forma Pro Forma
Adjustments As Adjusted
----------------------------------------
Revenue
Resident Fees $ - $ 69,486
Management Services Income 76 (a) 208
----------------------------------------
Total Revenue 76 69,694
Facility Operating Expenses 1,602 (b) (38,400)
Lease Expenses (8,571) (c) (18,555)
General & Administrative Expenses (945) (d) (3,132)
Depreciation & Amortization 2,285 (e) (4,678)
----------------------------------------
Income (Loss) From Operations (5,553) 4,929
Interest and Financing Fees Expense, Net 9,532 (f) (1,838)
----------------------------------------
(Loss) Income Before Minority Interest,
Income Taxes and Extraordinary Item 3,979 3,091
(Income) Loss in Minority Interest 138 (h) -
Benefit (Provision) For Income Taxes (1,325) (i) (1,003)
----------------------------------------
(Loss) Income From Continuing
Operations Before Extraordinary Item 2,792 2,088
Extraordinary Item Net of Tax - (36)
----------------------------------------
Net (Loss) Income $ 2,792 $ 2,052
========================================
(Loss) Income From Continuing
Operations Per Share (Basic and Diluted) $ 0.28
============
Common Shares Used For Computing
Basic EPS (k) 7,208
============
Common Shares Used For Computing
Diluted EPS (k) 7,351
============
</TABLE>
<PAGE>
Brookdale Living Communities, Inc.
Pro Forma Consolidated Condensed Statement of Operations
for the Three Months Ended March 31, 1998
(In Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Consolidating
Brookdale Living 1998 The Atrium of Total Pro Forma Pro Forma
Communities, Inc. Lease San Jose Leases Adjustments As Adjusted
-------------- ------------------------------------------------------- --------------
Revenue
<S> <C> <C> <C> <C> <C> <C>
Resident Fees $ 15,657 $ 662 $ 1,513 $ 2,175 $ - $ 17,832
Development Fees 1,188 - - - - 1,188
Management Services Income 53 - - - - 53
--------- ------------------------------------------------------- ------------
Total Revenue 16,898 662 1,513 2,175 - 19,073
Facility Operating Expenses (8,587) (423) (896) (1,319) 76 (b) (9,830)
Lease Expenses (3,851) - - - (775) (c) (4,626)
General & Administrative Expenses (1,292) - - - - (1,292)
Depreciation & Amortization (1,226) (111) - (111) 111 (e) (1,226)
-------- ------------------------------------------------------- ------------
Income (Loss) From Operations 1,942 128 617 745 (588) 2,099
Interest and Financing Fees Expense, Net (217) (266) (358) (624) 834 (f) (7)
-------- ------------------------------------------------------- ------------
Income (Loss) Before Minority Interest,
Income Taxes And Extraordinary Item 1,725 (138) 259 121 246 2,092
Provision For Income Taxes (614) - - - (147) (i) (761)
-------- ------------------------------------------------------- ------------
Income (Loss) From Continuing
Operations Before Extraordinary Item 1,111 (138) 259 121 99 1,331
Extraordinary Item Net of Tax - 634 634 - (634) (j) -
-------- ------------------------------------------------------- ------------
Net Income (Loss) $ 1,111 $ 496 $ 259 $ 755 $ (535) $ 1,331
======== ======================================================= ============
Net Income Per Share (Basic and Diluted) $ 0.12 $ 0.14
======== ============
Common Shares Used For Computing
Basic EPS (k) 9,408 9,408
======== ==============
Common Shares Used For Computing
Diluted EPS (k) 9,646 9,646
======== ==============
.
</TABLE>
<PAGE>
BROOKDALE LIVING COMMUNITIES, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the three months ended March 31, 1998 and for the year ended December
31, 1997
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months
Ended Year Ended
March 31, December 31,
1998 1998
----------- -------------
<S> <C> <C>
(a) Management services income:
Management services income for management services
performed by the Company ..............................$ -- $ 76
=========== ============
(b) Facility operating expenses:
Elimination of historical management fees paid by the
Original Facilities and the IPO Properties and
administrative fees paid by the Original Facilities.......$ -- $ 514
which will not be incurred by the Company
Elimination of historical management fees paid by the
1997 and 1998 Leases...................................... 76 1,088
----------- ------------
$ 76 $ 1,602
=========== ============
(c) Lease expenses:
Adjustment to reflect a full year of lease
payments related to the IPO Properties....................$ -- $ (546)
Adjustment to reflect lease payments related to
the 1997 Leases, the 1998 Lease and the Current Lease .... (775) (8,025)
----------- ------------
$ (775) $ (8,571)
============ ============
(d) General and administrative expenses:
Estimated increase in salaries and related
benefits associated with former employees of
PGI who will become the senior officers and
managers of the Company and additional
administrative and financial reporting
expenses which would have been incurred by
the Company had it been operating as a public
company during the year:
Salaries and wages........................................$ -- $ (604)
Directors' and officers' insurance and fees............... -- (53)
Legal and accounting...................................... -- (70)
Other..................................................... -- (218)
------------- ------------
$ -- $ (945)
=========== =============
<PAGE>
BROOKDALE LIVING COMMUNITIES, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(continued)
For the three months ended March 31, 1998 and for the year
ended December 31, 1997
(in thousands)
(unaudited)
Three Months
Ended Year Ended
March 31, December 31,
1998 1998
----------- -------------
(e) Depreciation and amortization:
Adjustment to historical depreciation expense associated with (*):
Decrease in depreciation expense associated with
the change in depreciable lives of the
Original Facilities.........................................$ -- $ 67
Additional depreciation associated with the
increase in basis resulting from the purchase of
the third party owners' interest in the Original
Facilities.................................................. -- (138)
Adjustment to depreciation expense associated with
the increase in the basis from the purchase and
the increase in depreciable lives of the IPO
Properties.................................................. -- (133)
Elimination of historical depreciation and
amortization expense of the IPO Properties.................. -- 78
Additional amortization expense associated with
the fees and costs for credit enhancement on
tax-exempt bonds of the Original Facilities................. -- (218)
Elimination of historical depreciation and
amortization expense of the 1997 Leases, the 1998
Lease and the Current Lease................................. 111 2,629
----------- ------------
$ 111 $ 2,285
=========== ============
*The Company has determined the estimated useful lives of buildings to be
45 years and furniture and equipment to be 5 years, as compared to 40
years and 3-12 years, respectively used by the Original Facilities. This
change was made to better reflect the estimated periods during which such
assets will remain in service. For financial statement reporting
purposes, the above will be recorded prospectively as a change in
estimate for the Original Facilities over their remaining lives.
Depreciation expense included in the "Pro Forma As Adjusted" column was
based upon the Company's new estimated useful lives.
<PAGE>
BROOKDALE LIVING COMMUNITIES, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(continued)
For the three months ended March 31, 1998 and for the year
ended December 31, 1997
(in thousands)
(unaudited)
Three Months
Ended Year Ended
March 31, December 31,
1998 1998
----------- -------------
(f) Interest and financing fees expense, net:
Elimination of interest expense incurred related
to the debt of the IPO Properties.......................$ -- $ 140
Elimination of interest expense incurred related
to the debt of the 1997 Leases, the 1998 Lease and
the Current Lease....................................... 624 7,196
Interest income on investments collateralizing
lease obligations....................................... 21 2,196
----------- ------------
$ 8340 $ 9,532
=========== =============
(g) Income (loss) before minority interest and income taxes:
The income (loss) before minority interest and income
taxes presented in the historical statements of
the IPO Properties is before gain on sale of
property and represents income (loss) from
continuing operations. The gains on sale of
properties are not included due to the
non-recurring nature of the transactions
(h) (Income) loss allocated to minority interest:
Elimination of income allocated to minority interest
due to the acquisition of the third party's interest......$ -- $ 138
=========== =============
(i) (Provision) benefit for income taxes:
The Original Facilities, the IPO Properties and the
1997 and 1998 Leases were not taxable entities.
The realization of the deferred gain on the sale
of the Hallmark facility as a reduction of lease
expenses is considered a permanent difference
between book income (loss) and tax income (loss)
and is not taxable. The difference has the
following impact on the Company's benefit for
income tax at a 40% rate (includes federal and
state statutory income tax rates).This adjustment
provides pro forma benefit from income taxes at a
40% effective income tax rate ........................$ (147) $ (1,325)
=========== =============
Provision on income before
permanent difference $ (147) $ (1,438)
Benefit related to
permanent difference -- 113
----------- -----------
$ (147) $ (1,325)
============ ===========
<PAGE>
BROOKDALE LIVING COMMUNITIES, INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(continued)
For the three months ended March 31, 1998 and for the year
ended December 31, 1997
(in thousands)
(unaudited)
Three Months
Ended Year Ended
March 31, December 31,
1998 1998
------------ ------------
(j) Extraordinary
item:
Elimination of extraordinary item related to the
early extinguishment of debt for the 1998 Lease...........$ (634) $ --
============ ===========
(k) Common Shares outstanding:
Common shares used for computing Basic EPS................9,408 shares 7,208 shares
Common shares used for computing Diluted EPS..............9,646 shares 7,351 shares
</TABLE>
<PAGE>
This current report on Form 8-K contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. When
used in this report, the words "believes," "expects," "anticipates," "estimates"
and similar words and expressions are generally intended to identify
forward-looking statements. Statements that describe the Company's future
strategic plans, goals, objectives or expectations are also forward-looking
statements. Readers of this report are cautioned that any forward-looking
statements, including those regarding the intent, belief, or current
expectations of the Company or management, are not guarantees of future
performance, results or events and involve risks and uncertainties, and that
actual results and events may differ materially from those in the
forward-looking statements as a result of various factors, including, but not
limited to (i) general economic conditions in the markets in which the Company
operates, (ii) competitive pressures within the industry and/or the markets in
which the Company operates, (iii) the effect of future legislation or regulatory
changes on the Company's operations and (iv) other factors described from time
to time in the Company's filings with the Securities and Exchange Commission.
The forward-looking statements included in this report are made only as of the
date hereof. The Company undertakes no obligation to update such forward-looking
statements to reflect subsequent events or circumstances.
c) Exhibits
Exhibit
Number Description
-------- ------------
23.1 Consent of Independent Auditors
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
indicated below of Brookdale Living Communities, Inc. of our report indicated
below filed with the Securities and Exchange Commission.
Registration Statements
- -----------------------
Form S-8 No. 333-51493
Form S-3 No. 333-53969
<TABLE>
<CAPTION>
Financial Statements Date of Auditor's Report
-------------------- ------------------------
<S> <C>
Financial Statements of Atrium Venture for April 30, 1998, except for Note 4 as to which
the year ended December 31, 1997 included in the date is May 12, 1998.
the Current Report (Form 8-K/A) of
Brookdale Living Communities, Inc. dated
July 13, 1998.
</TABLE>
Ernst & Young LLP
Chicago, Illinois
July 10, 1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BROOKDALE LIVING COMMUNITIES, INC.
Registrant
Dated: July 13, 1998 By: /s/ Robert J. Rudnik
Robert J. Rudnik
Executive Vice President
General Counsel and Secretary
