##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission file number:
    001-13498
  Assisted Living Concepts,
    Inc.
 (Exact name of registrant as
    specified in its charter)
   Nevada

93-1148702(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)W140 N8981 Lilly Road

53051Menomonee Falls, Wisconsin

(Zip Code)(Address of principal executive
    offices)    Registrants telephone number, including area code:
 (262) 257-8888
   þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




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##### 



ASSISTED
    LIVING CONCEPTS, INC.
  INDEX
   
 PageNumberPart I. Financial InformationItem 1.

Financial Statements


3Condensed Consolidated Balance Sheets 
    as of March 31, 2009 (unaudited) and December 31,
    2008


3Condensed Consolidated Statements of
    Operations  for the Three Months Ended March 31,
    2009 and 2008 (unaudited)


4Condensed Consolidated Statements of Cash
    Flows  for the Three Months Ended March 31, 2009
    and 2008 (unaudited)


5Notes to Unaudited Condensed Consolidated
    Financial Statements


6Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


32Item 4.

Controls and Procedures


33Part II. Other InformationItem 1A.

Risk Factors


33Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 4.

Submission of Matters to a Vote of Security
    Holders


34Item 5.

Other Information


34Item 6.

Exhibits


36Signature


S-1Exhibit Index


EI-1EX-31.1EX-31.2EX-32.1    Explanatory
    Note:
  Form 10-Q
 2




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  Part I. FINANCIAL INFORMATION
  Item 1.
    FINANCIAL
    STATEMENTS  CONDENSED
    CONSOLIDATED BALANCE SHEETS  March 31,


December 31,2009


2008(Unaudited)(In thousands, except share and per share data)ASSETSCurrent Assets:Cash and cash equivalents

$
10,626


$
19,905Investments


2,759



3,139Accounts receivable, less allowances of $719 and $689,
    respectively


2,476



2,696Prepaid expenses, supplies and other receivables


5,746



3,463Deposits in escrow


1,777



2,343Income tax receivable


3,355



3,147Deferred income taxes


4,354



4,614Total current assets


31,093



39,307Property and equipment, net


427,456



422,791Goodwill






16,315Intangible assets, net


13,035



13,443Restricted cash


5,434



4,534Other assets


2,322



2,231Total Assets

$
479,340


$
498,621LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
9,029


$
13,574Accrued liabilities


17,293



17,898Deferred revenue


8,330



6,739Current maturities of long-term debt


12,136



19,392Current portion of self-insured liabilities


300



300Total current liabilities


47,088



57,903Accrual for self-insured liabilities


1,089



1,176Long-term debt


142,531



136,890Deferred income taxes


11,486



11,811Other long-term liabilities


11,524



11,102Commitments and contingenciesTotal Liabilities


213,718



218,882Preferred stock, par value $0.01 per share,
    25,000,000 shares authorized, no shares issued and
    outstanding, respectively






Class A Common Stock, par value $0.01 per share, 80,000,000
    authorized, 10,315,680 and 10,443,313 issued and outstanding,
    respectively


124



124Class B Common Stock, par value $0.01 per share, 15,000,000
    authorized, 1,560,453 and 1,562,101 issued and outstanding,
    respectively


16



16Additional paid-in capital


314,261



314,202Accumulated other comprehensive loss


(2,421
)


(1,989
)Retained earnings


21,866



33,641Treasury stock at cost, 2,047,802 and 1,918,398 shares,
    respectively


(68,224
)


(66,255
)Total Stockholders Equity


265,622



279,739Total Liabilities and Stockholders Equity

$
479,340


$
498,621    3




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Three Months EndedMarch 31,2009


2008(Unaudited)(In thousands, except per share data)Revenues

$
57,634


$
60,247Expenses:Residence operations (exclusive of depreciation and amortization
    and residence lease expense shown below)


37,819



38,925General and administrative


3,434



3,090Residence lease expense


4,927



4,898Depreciation and amortization


5,028



4,896Goodwill impairment


16,315



Total operating expenses


67,523



51,809(Loss) income from operations


(9,889
)


8,438Other expense:Interest income


13



179Interest expense


(1,843
)


(2,083
)(Loss) income before income taxes


(11,719
)


6,534Income tax expense


(56
)


(2,483
)Net (loss) income

$
(11,775
)

$
4,051Weighted average common shares:Basic


11,956



12,909Diluted


11,956



13,040Per share data:Basic (loss) earnings per common share

$
(0.98
)

$
0.31Diluted (loss) earnings per common share

$
(0.98
)

$
0.31    4




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Three Months EndedMarch 31,2009


2008(In thousands)OPERATING ACTIVITIES:Net (loss) income

$
(11,775
)

$
4,051Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


5,028



4,896Goodwill impairment


16,315



Amortization of purchase accounting adjustments for leases and
    debt


(99
)


(215
)Provision for bad debts


(30
)


21Provision for self-insured liabilities


259



224Loss on sale or disposal of fixed assets


29



Equity-based compensation expense


65



3Change in fair value of derivatives


(172
)


Deferred income taxes


(65
)


2,101Unrealized loss on investments


120



Changes in assets and liabilities:Accounts receivable


250



170Supplies, prepaid expenses and other receivables


(2,283
)


(291
)Deposits in escrow


566



(301
)Accounts payable


(1,423
)


42Accrued liabilities


(605
)


(464
)Deferred revenue


1,591



643Payments of self-insured liabilities


(89
)


(126
)Income taxes payable/receivable


(208
)


290Changes in other non-current assets


(991
)


5,039Other long-term liabilities


267



176Cash provided by operating activities


6,750



16,259INVESTING ACTIVITIES:Payment for acquisitions






(14,524
)Cash designated for acquisition






14,864Payments for new construction projects


(8,359
)


(249
)Payments for purchases of property and equipment


(4,077
)


(3,557
)Cash used in investing activities


(12,436
)


(3,466
)FINANCING ACTIVITIES:Purchase of treasury stock


(1,969
)


(9,100
)Proceeds on borrowings on revolving credit facility


6,000



Repayment of revolving credit facility






(3,000
)Repayment of mortgage debt


(7,624
)


(617
)Cash used by financing activities


(3,593
)


(12,717
)(Decrease) increase in cash and cash equivalents


(9,279
)


76Cash and cash equivalents, beginning of year


19,905



14,066Cash and cash equivalents, end of period

$
10,626


$
14,142Supplemental schedule of cash flow information:Cash paid during the period for:Interest

$
1,807


$
2,172Income tax payments, net of refunds


62



96    5




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1.
    BASIS OF
    PRESENTATION        Form 10-Q Regulation S-X. Form 10-K
      2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  (a)
    Principles
    of Presentation and Consolidation     6




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (b)
    Accounts
    Receivable        (c)
    Goodwill  Goodwill and Other
    Intangible Assets
         7




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Balance at December 31, 2008

$
16,315Additions


Adjustments


(16,315
)Balance at March 31, 2009

$
   (d)
    Comprehensive
    (Loss) Income    Three Months EndedMarch 31,2009


2008(In thousands)Net (loss) income

$
(11,775
)

$
4,051Unrealized losses on investments, net of tax benefit of $160 and
    $355, respectively


(260
)


(627
)Unrealized loss on derivatives, net of tax benefit of $106


(172
)


Total comprehensive (loss) income

$
(12,207
)

$
3,424     March 31,


December 31,2009


2008(In thousands)Unrealized losses on investments

$
(1,594
)

$
(1,334
)Net unrealized loss on derivatives


(827
)


(655
)Accumulated other comprehensive loss

$
(2,421
)

$
(1,989
)   (e)
    Income
    Taxes   8




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109 Accounting for Income Taxes
      (f)
    New
    Accounting Pronouncements  Business Combinations
  No. 142-3, Determination of the Useful Life of Intangible
    Assets (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3
 9




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments, Disclosures about Fair Value of Financial
    Instruments, Interim Financial Reporting,
  03-6-1 ,
    Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  Fair
    Value Measurements
  FSP 157-3, Determining the Fair Value of a Financial Asset When
    the Market for That Asset Is Not Active (FSP 157-3). FSP 157-3 FSP 157-3 FSP 157-3
  Noncontrolling Interests in Consolidated Financial Statements
  Disclosures about Derivative Instruments and Hedging
    Activities, an amendment of SFAS No. 133
  3.
    LONG-TERM
    EQUITY-BASED COMPENSATION PROGRAM   10




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             11




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Weighted





Weighted#


Average


#


AverageOptions/


Exercise


Options/


ExerciseSARs


Price


SARs


PriceOutstanding at beginning of period


129,500


$
30.10



64,000


$
59.00Granted


95,000


$
15.35



97,500


$
29.45Exercised














Expired


(97,500
)

$
29.45



(64,000
)

$
59.00Outstanding at end of period


127,000


$
19.57



97,500


$
29.45Options Exercisable at March 31





$







$
Weighted average fair value of options

$
9.96






$
12.90Aggregate intrinsic value of options

$







$
Weighted average contractual term


4.7 years







4.9 years     Feb 22,


May 5,


March 29,2009


2008


2008Expected life from grant date (in years)


5



5



5Risk-free interest rate


2.06
%


3.15
%


2.50
%Volatility


66.9
%


45.8
%


46.9
%Dividend yield










Weighted average fair value (per share)

$
8.55


$
14.15


$
12.90    12




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    EARNINGS
    PER SHARE  Earnings Per Share
    Three Months EndedMarch 31,2009


2008(In thousands, except per share data)Basic (loss) earnings per share calculationNumerator:Net (loss) income to common stockholders

$
(11,775
)

$
4,051Denominator:Weighted average of common shares outstanding


11,956



12,909Basic (loss) earnings per share

$
(0.98
)

$
0.31Diluted (loss) earnings per share calculationNumerator:Net (loss) income to common stockholders

$
(11,775
)

$
4,051Denominator:Weighted average of common shares outstanding


11,956



12,909Assumed conversion of Class B shares






131Diluted weighted average shares outstanding


11,956



13,040Diluted (loss) earnings per share

$
(0.98
)

$
0.31   5.
    SHARE
    REPURCHASE   13




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    FINANCING
    AND COMMITMENTS      7.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS    SignificantTotal Carrying


Quoted Prices


Other


SignificantValue at


in Active


Observable


UnobservableMarch 31,


Markets


Inputs


Inputs2009


(Level 1)


(Level 2)


(Level 3)AssetsInvestment securities  available-for-sale

$
2,759


$
2,759


$



$
LiabilitiesDerivative financial instruments


(1,334
)






(1,334
)


           The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
   14




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Notional


Effective


Expiration


EstimatedAmount


Date


Date


Fair ValueInterest rate swap

$
30,000



11/13/2008



11/14/2011


$
(1,095
)Interest rate swap

$
20,000



3/11/2009



11/14/2011


$
(239
)   8.
    DERIVATIVE
    FINANCIAL INSTRUMENTS  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
    Accounting for Derivative Instruments
    and Hedging Activities
     15




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##### Table of Contents



ASSISTED
    LIVING CONCEPTS, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Values of Derivative Instruments Liability Derivatives
  March 31, 2009


December 31, 2008Derivatives Designated as Hedging

Balance Sheet





Balance SheetInstruments Under SFAS 133

Location


Fair Value


Location


Fair ValueInterest rate contracts


Other long-term liabilities


$
1,334



Other long-term liabilities


$
1,056   The
    Effect of Derivative Instruments on the Statement of
    Operations
  Amount of Gain or (Loss) Recognized in OCI on Derivatives(Effective Portion)Three Months EndedDerivatives in SFAS 133 Cash

March 31,Flow Hedging Relationships

2009


2008Interest rate contracts

$
(278
)

$
   9.
    SUBSEQUENT
    EVENT   16




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##### Table of Contents



Item 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Managements Discussion and Analysis of Financial
    Condition and Results of Operations contains forward-looking
    statements. Forward-looking statements are subject to risks,
    uncertainties and assumptions which could cause actual results
    to differ materially from those projected, including those
    risks, uncertainties and assumptions described or referred to in
    Item 1A  Risk Factors in Part I of
    ALCs Annual Report on
    Form 10-K
    for the year ended December 31, 2008, and in Part II,
    Item 5  Other Information 
    Forward-Looking Statements and Cautionary Factors in this
    report.
  The following discussion should be read in conjunction with
    our condensed consolidated financial statements and the related
    notes to the condensed consolidated financial statements in
    Part I, Item 1 of this report.
  Executive
    Overview
    
    residents inability to obtain necessary funds from the
    sale of their homes or other investments; and
    the increased ability and willingness of other family members to
    provide care at home.            Goodwill and Other Intangible Assets
 17




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##### Table of Contents



Business
    Strategies
    
    increasing the overall size and attractiveness of our portfolio
    by building additional capacity, refurbishing existing
    residences, and making acquisitions;
    increasing our occupancy rate and the percentage of revenue
    derived from private pay sources; and
    applying operating efficiencies achievable from owning a large
    number of assisted living residences.  Increasing
    the overall size and attractiveness of our portfolio by building
    additional capacity, refurbishing existing residences, and
    making acquisitions
          Increasing
    our occupancy rate and the percentage of revenue derived from
    private pay sources
   18




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##### Table of Contents



Applying
    operating efficiencies achievable from owning a large number of
    assisted living residences
      
    Business Overview.  This section provides a
    general financial description of our business, including the
    sources and composition of our revenues and operating expenses.
    In addition, this section outlines the key performance
    indicators that we use to monitor and manage our business and to
    anticipate future trends.
    Consolidated Results of Operations.  This
    section provides an analysis of our results of operations for
    the quarter ended March 31, 2009 compared to the quarter
    ended March 31, 2008.
    Liquidity and Capital Resources.  This section
    provides a discussion of our liquidity and capital resources as
    of March 31, 2009, and our expected future cash needs.
    Critical Accounting Policies.  This section
    discusses accounting policies which we consider to be critical
    to obtain an understanding of our consolidated financial
    statements because their application on the part of management
    requires significant judgment and reliance on estimations of
    matters that are inherently uncertain.   19




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##### Table of Contents



Business
    Overview
  Revenues
        Residence
    Operations Expenses
    2009


2008Wage and benefit costs


61
%


61
%Property related costs


24



22Other operating costs


15



17Total


100
%


100
%     Key
    Performance Indicators
    Census
    Average
    Daily Census
   20




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##### Table of Contents



Occupancy
    Percentage or Occupancy Rate
    Private
    Pay Mix
    Average
    Revenue Rate by Payer Source
    Adjusted
    EBITDA and Adjusted EBITDAR
        Review
    of Key Performance Indicators
   21




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##### Table of Contents



ADC
  All
    Continuing Residences
    Average
    Daily Census
  2009


2008Private pay


5,435



5,631Medicaid


532



873Total ADC


5,967



6,504Private pay occupancy percentage


91.1
%


86.6
%Private pay revenue percentage


93.7
%


90.6
%     Same
    Residence Basis
    Average
    Daily Census
  2009


2008Private pay


5,408



5,576Medicaid


524



838Total ADC


5,932



6,414Private pay occupancy percentage


91.2
%


86.9
%Private pay revenue percentage


93.8
%


90.9
%     Occupancy
    Percentage
   22




---



##### Table of Contents



All
    Continuing Residences
    Occupancy
    Percentage
  2009


2008# of Units


Occupancy


# of Units


OccupancyMature


8,917



66.2
%


8,845



72.4
%Developmental


211



19.3
%


231



43.0
%Total residences


9,128



65.7
%


9,076



71.7
%         Same
    Residence Basis
    Occupancy
    Percentage
  2009


2008# of Units


Occupancy


# of Units


OccupancyMature


8,917



66.5
%


8,845



72.4
%Developmental


0



0
%


231



43.0
%Total residences


8,917



66.5
%


9,076



71.7
%    23




---



##### Table of Contents



Average
    Revenue Rate by Payer Source
  All
    Continuing Residences
    Average
    Daily Revenue Rate
  2009


2008Private pay

$
110.44


$
106.51Medicaid

$
75.53


$
71.31Total

$
107.33


$
101.79     Number of
    Residences Under Operation
    2009


2008Owned*


153



153Under capital lease


5



5Under operating leases


58



58Total under operation


216



216Percent of residences:Owned


70.8
%


70.8
%Under capital leases


2.3



2.3Under operating leases


26.9



26.9100.0
%


100.0
%     *
    
    Includes four residences temporarily closed for refurbishment. 24




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##### Table of Contents



ADJUSTED
    EBITDA and ADJUSTED EBITDAR
    2009


2008(In thousands)Net (loss) income

$
(11,775
)

$
4,051Provision for income taxes


56



2,483(Loss) income from continuing operations before income taxes


(11,719
)


6,534Add:Depreciation and amortization


5,028



4,896Interest expense, net


1,830



1,904Non-cash equity based compensation


65



3Goodwill impairment


16,315



Adjusted EBITDA


11,519



13,337Add: Residence lease expense


4,927



4,898Adjusted EBITDAR

$
16,446


$
18,235     2009


2008($ in thousands)Revenues

$
57,634


$
60,247Adjusted EBITDA

$
11,519


$
13,337Adjusted EBITDAR

$
16,446


$
18,235Adjusted EBITDA as percent of total revenue


20.0
%


22.1
%Adjusted EBITDAR as percent of total revenue


28.5
%


30.3
%      25




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##### Table of Contents



Consolidated
    Results of Operations
  Three
    Months Ended March 31, 2009 Compared with Three Months
    Ended March 31, 2008
    2009


2008Revenues


100.0
%


100.0
%Residence operations (exclusive of depreciation and amortization
    and residence lease expense shown below)


65.6



64.6General and administrative


6.0



5.2Residence lease expense


8.6



8.1Depreciation and amortization


8.7



8.1Goodwill impairment


28.3



Income (loss) from operations


(17.2
)


14.0Interest expense, net


(3.2
)


(3.2
)Income tax expense






(4.1
)Net (loss) income


(20.4
)%


6.7
%   Revenues
    Residence
    Operations (exclusive of depreciation and amortization and
    residence lease expense shown below)
    General
    and Administrative
    Residence
    Lease Expense
    Depreciation
    and Amortization
   26




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##### Table of Contents



Goodwill
    Impairment
  Goodwill and
    Other Intangible Assets
  (Loss)
    Income from Operations
    Interest
    Income
    Interest
    Expense
    (Loss)
    Income before Income Taxes
    Income
    Tax Expense
    Net
    (Loss) Income
   27




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##### Table of Contents



Liquidity
    and Capital Resources
  Sources
    and Uses of Cash
    2009


2008(In thousands)Cash provided by operating activities

$
6,750


$
16,259Cash used in investing activities


(12,436
)


(3,466
)Cash used in financing activities


(3,593
)


(12,717
)(Decrease) increase in cash and cash equivalents

$
(9,279
)

$
76                  28




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##### Table of Contents



$120
    Million Credit Facility
            Debt
    Instruments
    Principal
    Repayment Schedule
   29




---



##### Table of Contents



Letters
    of Credit
    Restricted
    Cash
    Off
    Balance Sheet Arrangements
    Cash
    Management
    Future
    Liquidity and Capital Resources
        Expansion
    Program
   30




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##### Table of Contents



Share
    Repurchase
    Accrual
    for Self-Insured Liabilities
        Unfunded
    Deferred Compensation Plan
    $120
    Million Credit Facility
    Contractual
    Obligations
  Form 10-K
   31




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##### Table of Contents



Critical
    Accounting Policies
  Form 10-K, Form 10-K.
  Item 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Qualitative
    Disclosures
        Fair ValueContract Date

Notional Amount


Fixed Rate


Maturity


at March 31, 2009November 13, 2008

$
30 million



2.83
%


November 2011


$
(1,095,000
)March 10, 2009

$
20 million



1.98
%


November 2011


$
(239,000
)      32




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##### Table of Contents



Quantitative
    Disclosures
    Item 4.
    CONTROLS
    AND PROCEDURES  Disclosure Controls and Procedures. Rules 13a-15(e) 15d-15(e)
  Internal Control Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
 Part II.  OTHER
    INFORMATION  Item 1A.
    RISK
    FACTORS.  Form 10-K
 33




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Item 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  Regulation S-K,
  (d)Maximum Number(c)


(or ApproximateTotal Number


Dollar Value)(a)


(b)


of Shares


of Shares thatTotal


Average


Purchased as


May Yet BeNumber


Price Paid


Part of Publicly


Purchased Underof Shares


per Share


Announced Plans


the PlansPeriod

Purchased


(Excluding Fees)


or Programs


or Programs(1)January 1, 2009 to January 31, 2009


13,174
(1)

$
17.45



13,174


$
13,775,603February 1, 2009 to February 28, 2009


52,845
(1)

$
16.00



52,845


$
12,929,761March 1, 2009 to March 31, 2009


63,385
(1)

$
13.80



63,385


$
12,056,236Total


129,404
(1)

$
15.06



129,404


$
12,056,236     (1)
    
    Consists of purchases made through the share purchase program,
    originally announced on December 14, 2006
    ($20 million), and expanded on August 20, 2007
    (additional $20 million), December 18, 2007
    (additional $25 million) and August 6, 2008
    (additional $15 million), under which ALC may repurchase up
    to $80 million of its outstanding shares of Class A
    Common Stock through August 6, 2009 (exclusive of fees).  Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.        Name

For


WithheldLaurie A. Bebo


21,111,265



161,819Alan Bell


20,942,520



330,564Jesse C. Brotz


16,555,368



4,717,716Derek H.L. Buntain


16,986,369



4,286,715David J. Hennigar


16,976,136



4,296,948Malen S. Ng


20,862,198



410,886Melvin A. Rhinelander


21,069,123



203,961Charles H. Roadman II, MD


21,117,731



155,353Michael J. Spector


21,171,587



101,497   Item 5.
    OTHER
    INFORMATION.  Forward-Looking
    Statements and Cautionary Factors
   34




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##### Table of Contents




    unfavorable economic conditions, such as recessions, high
    unemployment levels, and declining housing and financial
    markets, could adversely affect the assisted living industry in
    general and cause us to loose revenue;
    our strategy to reduce our reliance on Medicaid customers could
    cause overall occupancy and revenues to decline;
    events which adversely affect the ability of seniors to afford
    our monthly resident fees including sustained economic
    downturns, difficult housing markets and losses on investments
    designated for retirement could cause our occupancy rates,
    revenues and results of operations to decline;
    national, regional and local competition could cause us to lose
    market share and revenue;
    our ability to cultivate new or maintain existing relationships
    with physicians and others in the communities in which we
    operate who provide referrals for new residents could affect
    occupancy rates;
    changes in the numbers of our residents who are private pay
    residents may significantly affect our profitability;
    reductions in Medicaid rates may decrease our revenues;
    termination of our resident agreements and vacancies in the
    living spaces we lease could adversely affect our revenues,
    earnings and occupancy levels;
    increases in labor costs, as a result of a shortage of qualified
    personnel, regulatory requirements or otherwise, could
    substantially increase our operating costs;
    we may not be able to increase residents fees to cover energy,
    food and other costs which could reduce operating margins;
    markets where overbuilding exists and future overbuilding in
    other markets where we operate our residences may adversely
    affect our operations;
    personal injury claims, if successfully made against us, could
    materially and adversely affect our financial condition and
    results of operations;
    failure to comply with laws and government regulation could lead
    to fines, penalties or operating restrictions;
    compliance with regulations may require us to make unanticipated
    expenditures which could increase our costs and adversely affect
    our earnings and financial condition;
    new regulations could increase our costs or negatively impact
    our business;
    audits and investigations under our contracts with federal and
    state government agencies could have adverse findings that may
    negatively impact our business;
    failure to comply with environmental laws, including laws
    regarding the management of infectious medical waste, could
    materially and adversely affect our financial condition and
    results of operations;
    failure to comply with laws governing the transmission and
    privacy of health information could materially and adversely
    affect our financial condition and results of operations;
    efforts to regulate the construction or expansion of healthcare
    providers could impair our ability to expand through
    construction of new residences or additions to existing
    residences;
    we may make acquisitions that could subject us to a number of
    operating risks; and
    costs associated with capital improvements could adversely
    affect our profitability. 35




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##### Table of Contents




    loan and lease covenants could restrict our operations and any
    default could result in the acceleration of indebtedness or
    cross-defaults, any of which would negatively impact our
    liquidity and our ability to grow our business and revenues;
    if we do not comply with the requirements in leases or debt
    agreements pertaining to revenue bonds, we would be subject to
    lost revenues and financial penalties;
    restrictions in our indebtedness and long-term leases could
    adversely affect our liquidity, our ability to operate our
    business, and our ability to execute our growth
    strategy; and
    increases in interest rates could significantly increase the
    costs of our unhedged debt and lease obligations, which could
    adversely affect our liquidity and earnings.  Form 10-K
  Item 6.
    EXHIBITS.   36




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##### Table of Contents



SIGNATURE      By:
    /s/  John
    Buono       S-1




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##### Table of Contents



EXHIBIT INDEX
    TO MARCH 31, 2009 QUARTERLY REPORT ON
    FORM 10-Q  ExhibitNumber

Description3
.1

Amended and Restated Articles of Incorporation (incorporated by
    reference to Exhibit 3.1 to Assisted Living Concepts, Inc.
    quarterly report on Form 10-Q for the quarter ended March 31,
    2008, File No. 001-13498)3
.2

Certificate of Change Pursuant to NRS 78.209 For Nevada Profit
    Corporations (incorporated by reference to Exhibit 3.1 to
    current report of Assisted Living Concepts, Inc. on Form 8-K
    ,dated March 16, 2009, File No. 001-13498)10
.1

Form of 2009 Cash Incentive Compensation Award Agreement
    (incorporated by reference to Exhibit 10.1 to current report of
    Assisted Living Concepts, Inc. on Form 8-K, dated February 26,
    2009, File No. 001-13498)10
.2

Form of 2009 Tandem Stock Option/Stock Appreciation Rights Award
    Agreement (incorporated by reference to Exhibit 10.3 to current
    report of Assisted Living Concepts, Inc. on Form 8-K, dated
    February 26, 2009, File No. 001-13498)10
.3

2006 Omnibus Incentive Compensation Plan, amended and restated
    to reflect March 16, 2009 one-for-five reverse stock split
    (incorporated by reference to Exhibit 10.1 to current report of
    Assisted Living Concepts, Inc. on Form 8-K, dated April 30,
    2009, File No. 001-13498)10
.4

Form of Directors Tandem Stock Option/Stock Appreciation Rights
    Award Agreement (incorporated by reference to Exhibit 10.2 to
    current report of Assisted Living Concepts, Inc. on Form 8-K
    dated May 5, 2008, File No. 001-13498)31
.1

Certification of Chief Executive Officer pursuant to Exchange
    Act Rule 13a-14(a) or Rule 15d- 14(a) as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to Exchange
    Act Rule 13a-14(a) or Rule 15d- 14(a) as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  EI-1