Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 27, 2014 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Brookdale Senior Living Inc. | ' | ' |
Entity Central Index Key | '0001332349 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $2.30 |
Entity Common Stock, Shares Outstanding | ' | 124,354,003 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $58,511 | $69,240 |
Cash and escrow deposits - restricted | 38,191 | 43,096 |
Accounts receivable, net | 104,262 | 100,401 |
Deferred tax asset | 17,643 | 13,377 |
Prepaid expenses and other current assets, net | 76,255 | 82,924 |
Total current assets | 294,862 | 309,038 |
Property, plant and equipment and leasehold intangibles, net | 3,895,475 | 3,879,977 |
Cash and escrow deposits - restricted | 57,611 | 62,767 |
Investment in unconsolidated ventures | 44,103 | 31,386 |
Goodwill | 109,553 | 109,553 |
Other intangible assets, net | 158,757 | 159,942 |
Other assets, net | 177,396 | 154,105 |
Total assets | 4,737,757 | 4,706,768 |
Current liabilities | ' | ' |
Current portion of long-term debt | 201,954 | 509,543 |
Trade accounts payable | 65,840 | 43,184 |
Accrued expenses | 209,479 | 200,895 |
Refundable entrance fees and deferred revenue | 388,400 | 370,755 |
Tenant security deposits | 5,171 | 6,521 |
Total current liabilities | 870,844 | 1,130,898 |
Long-term debt, less current portion | 2,404,624 | 2,089,826 |
Line of credit | 30,000 | 80,000 |
Deferred entrance fee revenue | 86,862 | 79,010 |
Deferred liabilities | 154,870 | 150,788 |
Deferred tax liability | 81,299 | 96,187 |
Other liabilities | 88,321 | 83,073 |
Total liabilities | 3,716,820 | 3,709,782 |
Stockholders' Equity | ' | ' |
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2013 and 2012; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 200,000,000 shares authorized at December 31, 2013 and 2012; 130,155,012 and 129,117,946 shares issued and 127,726,611 and 126,689,545 shares outstanding (including 3,372,937 and 3,951,950 unvested restricted shares), respectively | 1,277 | 1,267 |
Additional paid-in-capital | 2,025,471 | 1,997,946 |
Treasury stock, at cost; 2,428,401 shares at December 31, 2013 and 2012 | -46,800 | -46,800 |
Accumulated deficit | -959,011 | -955,427 |
Total stockholders' equity | 1,020,937 | 996,986 |
Total liabilities and stockholders' equity | $4,737,757 | $4,706,768 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 130,155,012 | 129,117,946 |
Common stock, shares outstanding (in shares) | 127,726,611 | 126,689,545 |
Common stock, unvested restricted shares (in shares) | 3,372,937 | 3,951,950 |
Treasury stock, shares (in shares) | 2,428,401 | 2,428,401 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue | ' | ' | ' |
Resident fees | $2,515,033 | $2,412,936 | $2,290,322 |
Management fees | 31,125 | 30,786 | 13,595 |
Reimbursed costs incurred on behalf of managed communities | 345,808 | 325,016 | 152,566 |
Total revenue | 2,891,966 | 2,768,738 | 2,456,483 |
Expense | ' | ' | ' |
Facility operating expense (excluding depreciation and amortization of $238,153, $229,072 and $230,414, respectively) | 1,671,945 | 1,630,919 | 1,508,571 |
General and administrative expense (including non-cash stock-based compensation expense of $25,978, $25,520 and $19,856, respectively) | 184,548 | 178,829 | 148,327 |
Facility lease expense | 276,729 | 284,025 | 274,858 |
Depreciation and amortization | 268,757 | 252,281 | 268,506 |
Asset impairment | 12,891 | 27,677 | 16,892 |
Loss (gain) on acquisition | 0 | 636 | -1,982 |
Gain on facility lease termination | 0 | -11,584 | 0 |
Costs incurred on behalf of managed communities | 345,808 | 325,016 | 152,566 |
Total operating expense | 2,760,678 | 2,687,799 | 2,367,738 |
Income from operations | 131,288 | 80,939 | 88,745 |
Interest income | 1,339 | 4,012 | 3,538 |
Interest expense: | ' | ' | ' |
Debt | -121,325 | -128,338 | -124,873 |
Amortization of deferred financing costs and debt discount | -17,054 | -18,081 | -13,427 |
Change in fair value of derivatives and amortization | 980 | -364 | -3,878 |
Loss on extinguishment of debt | -1,265 | -221 | -18,863 |
Equity in earnings (loss) of unconsolidated ventures | 1,484 | -3,488 | 1,432 |
Other non-operating income | 2,725 | 593 | 56 |
Loss before income taxes | -1,828 | -64,948 | -67,270 |
Provision for income taxes | -1,756 | -1,519 | -1,780 |
Net loss | ($3,584) | ($66,467) | ($69,050) |
Basic and diluted net loss per share (in dollars per share) | ($0.03) | ($0.54) | ($0.57) |
Weighted average shares used in computing basic and diluted net loss per share | 123,671 | 121,991 | 121,161 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) [Abstract] | ' | ' | ' |
Depreciation and amortization | $238,153 | $229,072 | $230,414 |
Non-cash stock-based compensation expense | $25,978 | $25,520 | $19,856 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ' | ' | ' |
Net loss | ($3,584) | ($66,467) | ($69,050) |
Other comprehensive income (loss) | ' | ' | ' |
Unrealized gain (loss) on marketable securities - restricted | 0 | 1,846 | -998 |
Other | 0 | -831 | 310 |
Total other comprehensive income (loss), net of tax | 0 | 1,015 | -688 |
Comprehensive loss | ($3,584) | ($65,452) | ($69,738) |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data | ||||||
Balances at beginning of period at Dec. 31, 2010 | $1,055,963 | $1,243 | $1,904,144 | ($29,187) | ($819,910) | ($327) |
Balances at beginning of period - shares (in share) at Dec. 31, 2010 | ' | 124,317,000 | ' | ' | ' | ' |
Compensation expense related to restricted stock grants | 19,856 | 0 | 19,856 | 0 | 0 | 0 |
Net loss | -69,050 | 0 | 0 | 0 | -69,050 | 0 |
Common stock issued in connection with an acquisition | 1,538 | 1 | 1,537 | 0 | 0 | 0 |
Common stock issued in connection with an acquisition (in shares) | ' | 97,000 | ' | ' | ' | ' |
Equity component of convertible notes, net | 76,801 | 0 | 76,801 | 0 | 0 | 0 |
Adjustments to additional paid in capital purchase of bond hedge | -77,007 | 0 | -77,007 | 0 | 0 | 0 |
Issuance of warrants | 45,066 | 0 | 45,066 | 0 | 0 | 0 |
Issuance of common stock under Associate Stock Purchase Plan | 1,258 | 0 | 1,258 | 0 | 0 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | ' | 68,000 | ' | ' | ' | ' |
Restricted stock, net | 0 | 10 | -10 | 0 | 0 | 0 |
Restricted stock, net - shares (in shares) | ' | 2,089,000 | ' | ' | ' | ' |
Unrealized (gain) loss on marketable securities - restricted | -998 | 0 | 0 | 0 | 0 | -998 |
Purchase of treasury stock | -17,613 | 0 | 0 | -17,613 | 0 | 0 |
Purchase of treasury stock (in shares) | 1,217,100 | -1,217,000 | ' | ' | ' | ' |
Other | -515 | 0 | -825 | 0 | 0 | 310 |
Balances at end of period at Dec. 31, 2011 | 1,035,299 | 1,254 | 1,970,820 | -46,800 | -888,960 | -1,015 |
Balances at end of period - shares (in shares) at Dec. 31, 2011 | ' | 125,354,000 | ' | ' | ' | ' |
Compensation expense related to restricted stock grants | 25,520 | 0 | 25,520 | 0 | 0 | 0 |
Net loss | -66,467 | 0 | 0 | 0 | -66,467 | 0 |
Issuance of common stock under Associate Stock Purchase Plan | 1,401 | 0 | 1,401 | 0 | 0 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | ' | 74,000 | ' | ' | ' | ' |
Restricted stock, net | -87 | 13 | -100 | 0 | 0 | 0 |
Restricted stock, net - shares (in shares) | ' | 1,261,000 | ' | ' | ' | ' |
Unrealized (gain) loss on marketable securities - restricted | 1,846 | 0 | 0 | 0 | 0 | 1,846 |
Purchase of treasury stock (in shares) | 0 | ' | ' | ' | ' | ' |
Other | -526 | 0 | 305 | 0 | 0 | -831 |
Balances at end of period at Dec. 31, 2012 | 996,986 | 1,267 | 1,997,946 | -46,800 | -955,427 | 0 |
Balances at end of period - shares (in shares) at Dec. 31, 2012 | 126,689,545 | 126,689,000 | ' | ' | ' | ' |
Compensation expense related to restricted stock grants | 25,978 | 0 | 25,978 | 0 | 0 | 0 |
Net loss | -3,584 | 0 | 0 | 0 | -3,584 | 0 |
Issuance of common stock under Associate Stock Purchase Plan | 1,503 | 0 | 1,503 | 0 | 0 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | ' | 62,000 | ' | ' | ' | ' |
Restricted stock, net | 0 | 10 | -10 | 0 | 0 | 0 |
Restricted stock, net - shares (in shares) | ' | 976,000 | ' | ' | ' | ' |
Purchase of treasury stock (in shares) | 0 | ' | ' | ' | ' | ' |
Other | 54 | 0 | 54 | 0 | 0 | 0 |
Balances at end of period at Dec. 31, 2013 | $1,020,937 | $1,277 | $2,025,471 | ($46,800) | ($959,011) | $0 |
Balances at end of period - shares (in shares) at Dec. 31, 2013 | 127,726,611 | 127,727,000 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash Flows from Operating Activities | ' | ' | ' |
Net loss | ($3,584) | ($66,467) | ($69,050) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' |
Loss on extinguishment of debt | 1,265 | 221 | 18,863 |
Depreciation and amortization | 285,811 | 270,362 | 281,933 |
Asset impairment | 12,891 | 27,677 | 16,892 |
Equity in (earnings) loss of unconsolidated ventures | -1,484 | 3,488 | -1,432 |
Distributions from unconsolidated ventures from cumulative share of net earnings | 2,691 | 1,507 | 1,282 |
Amortization of deferred gain | -4,372 | -4,372 | -4,373 |
Amortization of entrance fees | -29,009 | -25,362 | -23,966 |
Proceeds from deferred entrance fee revenue | 44,191 | 40,105 | 38,378 |
Deferred income tax (benefit) provision | -183 | -525 | 383 |
Change in deferred lease liability | 2,597 | 6,668 | 8,608 |
Change in fair value of derivatives and amortization | -980 | 364 | 3,878 |
(Gain) loss on sale of assets | -972 | 332 | -1,180 |
Loss (gain) on acquisition | 0 | 636 | -1,982 |
Gain on facility lease termination | 0 | -11,584 | 0 |
Lessor cash reimbursement for tenant incentive | 0 | 0 | 1,251 |
Change in future service obligation | -1,917 | 2,188 | 0 |
Non-cash stock-based compensation | 25,978 | 25,520 | 19,856 |
Other | 0 | -487 | 0 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable, net | -5,449 | -3,415 | -5,367 |
Prepaid expenses and other assets, net | 7,483 | 8,687 | -22,934 |
Accounts payable and accrued expenses | 33,837 | 4,854 | 13,721 |
Tenant refundable fees and security deposits | -792 | -1,547 | -2,186 |
Deferred revenue | -1,881 | 12,119 | -4,148 |
Net cash provided by operating activities | 366,121 | 290,969 | 268,427 |
Cash Flows from Investing Activities | ' | ' | ' |
Increase in lease security deposits and lease acquisition deposits, net | -2,051 | -7,999 | -3,088 |
Decrease (increase) in cash and escrow deposits - restricted | 10,726 | -4,810 | 56,176 |
Purchase of marketable securities - restricted | 0 | -1,557 | -32,724 |
Sale of marketable securities - restricted | 0 | 35,124 | 1,431 |
Additions to property, plant and equipment, and leasehold intangibles, net of related payables | -257,527 | -208,412 | -160,131 |
Acquisition of assets, net of related payables and cash received | -34,686 | -272,523 | -88,682 |
Purchase of Horizon Bay Realty, L.L.C., net of cash acquired | 0 | 0 | 5,516 |
Payments on notes receivable, net | 168 | 131 | 1,484 |
Investment in unconsolidated ventures | -17,172 | -5,368 | -13,990 |
Distributions received from unconsolidated ventures | 1,600 | 350 | 206 |
Proceeds from sale of assets, net | 34,136 | 9,243 | 30,817 |
Other | 0 | 487 | -914 |
Net cash used in investing activities | -264,806 | -455,334 | -203,899 |
Cash Flows from Financing Activities | ' | ' | ' |
Proceeds from debt | 662,934 | 372,291 | 482,669 |
Repayment of debt and capital lease obligations | -724,133 | -191,835 | -898,565 |
Proceeds from line of credit | 425,000 | 375,000 | 225,000 |
Repayment of line of credit | -475,000 | -360,000 | -160,000 |
Proceeds from issuance of convertible notes, net | 0 | 0 | 308,212 |
Issuance of warrants | 0 | 0 | 45,066 |
Purchase of bond hedge | 0 | 0 | -77,007 |
Payment of financing costs, net of related payables | -11,576 | -5,563 | -8,712 |
Refundable entrance fees: | ' | ' | ' |
Proceeds from refundable entrance fees | 48,140 | 42,600 | 29,611 |
Refunds of entrance fees | -35,325 | -27,356 | -25,754 |
Cash portion of loss on extinguishment of debt | -502 | -118 | -17,040 |
Purchase of derivatives and payment of swap termination | -2,863 | -1,908 | -99 |
Purchase of treasury stock | 0 | 0 | -17,613 |
Other | 1,281 | -342 | -1,287 |
Net cash (used in) provided by financing activities | -112,044 | 202,769 | -115,519 |
Net (decrease) increase in cash and cash equivalents | -10,729 | 38,404 | -50,991 |
Cash and cash equivalents at beginning of year | 69,240 | 30,836 | 81,827 |
Cash and cash equivalents at end of year | $58,511 | $69,240 | $30,836 |
Description_of_Business_and_Or
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of Business and Organization | ' |
1.       Description of Business and Organization | |
Brookdale Senior Living Inc. ("Brookdale" or the "Company") is a leading owner and operator of senior living communities throughout the United States.  The Company provides an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents.  The Company owns, leases and operates retirement centers, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs").  Through Brookdale Ancillary Services, the Company also offers a range of outpatient therapy, home health and hospice services, primarily to residents of its communities. | |
The Company was formed as a Delaware corporation on June 28, 2005. Under its Certificate of Incorporation, the Company was initially authorized to issue up to 5,000,000 shares of common stock and 5,000,000 shares of preferred stock. On September 30, 2005, the Company's Certificate of Incorporation was amended and restated to authorize up to 200,000,000 shares of common stock and 50,000,000 shares of preferred stock. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
2.       Summary of Significant Accounting Policies | |||||||||
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP").  The significant accounting policies are summarized below: | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. | |||||||||
The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 - Consolidation of Variable Interest Entities ("ASC 810"). ASC 810 broadly defines a VIE as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs where it is determined to be the primary beneficiary. At December 31, 2013, the Company did not have any unconsolidated VIEs. | |||||||||
Use of Estimates | |||||||||
The preparation of the financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Estimates are used for, but not limited to, revenue, goodwill and asset impairments, future service obligations, self-insurance reserves, performance-based compensation, the allowance for doubtful accounts, depreciation and amortization, income taxes and other contingencies.  Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. | |||||||||
Revenue Recognition | |||||||||
Resident Fees | |||||||||
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. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue for certain skilled nursing services and ancillary charges is recognized as services are provided and is billed monthly in arrears. | |||||||||
Entrance Fees | |||||||||
Certain of the Company's communities have residency agreements which require the resident to pay an upfront fee prior to occupying the community. In addition, in connection with the Company's MyChoice program, new and existing residents are allowed to pay additional entrance fee amounts in return for a reduced monthly service fee. The non-refundable portion of the entrance fee is recorded as deferred revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident's entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. The refundable portion of the fee is not amortized and included in refundable entrance fees. All refundable amounts due to residents at any time in the future are classified as current liabilities. | |||||||||
Community Fees | |||||||||
Substantially all community fees received are non-refundable and are recorded initially as deferred revenue. The deferred amounts, including both the deferred revenue and the related direct resident lease origination costs, are amortized over the estimated stay of the resident which is consistent with the implied contractual terms of the resident lease. | |||||||||
Management Fees | |||||||||
Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined). | |||||||||
Reimbursed Costs Incurred on Behalf of Managed Communities | |||||||||
The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the consolidated statements of operations. | |||||||||
Purchase Accounting | |||||||||
In determining the allocation of the purchase price of companies and communities to net tangible and identified intangible assets acquired and liabilities assumed, the Company makes estimates of fair value using information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and/or independent appraisals. The Company allocates the purchase price of communities based on their fair values in accordance with the provisions of ASC 805 - Business Combinations ("ASC 805").  The determination of fair value involves the use of significant judgment and estimation. The Company determines fair values as follows: | |||||||||
Current assets and current liabilities assumed are valued at carryover basis which approximates fair value. | |||||||||
Property, plant and equipment are valued utilizing discounted cash flow projections of future revenue and costs, and capitalization and discount rates using current market conditions. | |||||||||
The Company allocates a portion of the purchase price to the value of resident leases acquired based on the difference between the communities valued with existing in-place leases adjusted to market rental rates and the communities valued with current leases in place based on current contractual terms. Factors management considers in its analysis include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar resident leases. In estimating carrying costs, management includes estimates of lost rentals during the lease-up period and estimated costs to execute similar leases. The value of in-place leases is amortized to expense over the remaining initial term of the respective leases. | |||||||||
Leasehold operating intangibles are valued utilizing discounted cash flow projections that assume certain future revenues and costs over the remaining lease term. The value assigned to leasehold operating intangibles is amortized on a straight-line basis over the lease term. | |||||||||
Community purchase options are valued at the estimated value of the underlying community less the cost of the option payment discounted at current market rates.  Management contracts and other acquired contracts are valued at a multiple of management fees and operating income or are valued utilizing discounted cash flow projections that assume certain future revenues and costs over the remaining contract.  The assets are then amortized over the estimated term of the agreement. | |||||||||
Long-term debt assumed is recorded at fair market value based on the current market rates and collateral securing the indebtedness.  Any debt premium or discount recorded is amortized over the related debt maturity period. | |||||||||
Capital lease obligations are valued based on the present value of the minimum lease payments applying a discount rate equal to the Company's estimated incremental borrowing rate at the date of acquisition. | |||||||||
Deferred entrance fee revenue is valued at the estimated cost of providing services to residents over the terms of the current contracts to provide such services. Refundable entrance fees are valued at cost pursuant to the resident lease plus the resident's share of any appreciation of the community unit at the date of acquisition, if applicable. | |||||||||
A deferred tax liability is recognized at statutory rates for the difference between the book and tax bases of the acquired assets and liabilities. | |||||||||
The excess of the fair value of liabilities assumed and cash paid over the fair value of assets acquired is allocated to goodwill. | |||||||||
Contingent consideration is valued using a probability-weighted discounted cash flow model. | |||||||||
Deferred Costs | |||||||||
Deferred financing and lease costs are recorded in other assets and amortized on a straight-line basis, which approximates the effective yield method, over the term of the related debt or lease. | |||||||||
Income Taxes | |||||||||
Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||
The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available. | |||||||||
Fair Value of Financial Instruments | |||||||||
ASC 820 - Fair Value Measurement ("ASC 820") establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: | |||||||||
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||
Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. | |||||||||
The Company's derivative assets and liabilities include interest rate swaps and caps that effectively convert a portion of the Company's variable rate debt to fixed rate debt. The derivative positions are valued using models developed internally by the respective counterparty that use as their basis readily observable market parameters (such as forward yield curves) and are classified within Level 2 of the valuation hierarchy. The Company considers its own credit risk as well as the credit risk of its counterparties when evaluating the fair value of its derivatives. Any adjustments resulting from credit risk are recorded as a change in fair value of derivatives and amortization in the current period statement of operations. | |||||||||
The Company estimates the fair value of its long-term debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt with a carrying value of approximately $2.6 billion and $2.7 billion as of December 31, 2013 and 2012, respectively. Fair value approximated carrying value in both years. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company defines cash and cash equivalents as cash and investments with maturities of 90 days or less when purchased. | |||||||||
Cash and Escrow Deposits – Restricted | |||||||||
Cash and escrow deposits – restricted consist principally of deposits required by certain lenders and lessors pursuant to the applicable agreement and consist of the following (dollars in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Real estate taxes | $ | 9,252 | $ | 11,502 | |||||
Tenant security deposits | 1,541 | 2,015 | |||||||
Insurance reserves | 11,226 | 12,892 | |||||||
Entrance fees | 6,264 | 4,159 | |||||||
Replacement reserve and other | 9,908 | 12,528 | |||||||
Subtotal | 38,191 | 43,096 | |||||||
Long term: | |||||||||
Insurance reserves | 11,227 | 5,188 | |||||||
Debt service and other deposits | 46,384 | 57,579 | |||||||
Subtotal | 57,611 | 62,767 | |||||||
Total | $ | 95,802 | $ | 105,863 | |||||
Accounts Receivable | |||||||||
Accounts receivable are reported net of an allowance for doubtful accounts, to represent the Company's estimate of the amount that ultimately will be realized in cash. The allowance for doubtful accounts was $17.7 million and $15.3 million as of December 31, 2013 and 2012, respectively.  The adequacy of the Company's allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance as necessary. | |||||||||
Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any, under reimbursement programs. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicare or Medicaid are accrued when assessed (without regard to when the assessment is paid or withheld).  Subsequent positive or negative adjustments to these accrued amounts are recorded in net revenues when known. | |||||||||
Property, Plant and Equipment and Leasehold Intangibles | |||||||||
Property, plant and equipment and leasehold intangibles, which include amounts recorded under capital leases, are recorded at cost.  Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||
Asset Category | Estimated | ||||||||
Useful Life | |||||||||
(in years) | |||||||||
Buildings and improvements | Â 40 | ||||||||
Furniture and equipment | 3 – 7 | ||||||||
Resident lease intangibles | 1 – 4 | ||||||||
Leasehold improvements | Shorter of the lease term or asset useful life | ||||||||
Leasehold operating intangibles | Shorter of the lease term or asset useful life | ||||||||
Assets under capital and financing leases | Shorter of the lease term or asset useful life | ||||||||
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over their estimated useful life, or if the renovations or improvements are made with respect to communities subject to an operating lease, over the shorter of the estimated useful life of the renovations or improvements, or the term of the | |||||||||
operating lease. Facility operating expense excludes depreciation and amortization directly attributable to the operation of the facility. | |||||||||
Long-lived assets (groups) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets held for use are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates. | |||||||||
Goodwill and Intangible Assets | |||||||||
The Company follows ASC 350 - Goodwill and Other Intangible Assets, and tests goodwill for impairment annually or whenever indicators of impairment arise. The Company first assesses qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. | |||||||||
Acquired intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and all intangible assets are reviewed for impairment if indicators of impairment arise. The evaluation of impairment for definite-lived intangibles is based upon a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the intangible asset to its carrying value, with any shortfall from fair value recognized as an expense in the current period. | |||||||||
Indefinite-lived intangible assets are not amortized but are tested for impairment annually during the fourth quarter or more frequently as required. The impairment test consists of a comparison of the estimated fair value of the indefinite-lived intangible asset with its carrying value. If the carrying amount exceeds its fair value, an impairment loss is recognized for that difference. | |||||||||
During 2013, 2012 and 2011, the Company performed its annual impairment review of goodwill and intangible assets and determined that no impairment charge was necessary. | |||||||||
Amortization of the Company's definite lived intangible assets is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||
Asset Category | Estimated | ||||||||
Useful Life | |||||||||
(in years) | |||||||||
Community purchase options | 40 | ||||||||
Other | 3 – 5 | ||||||||
Stock-Based Compensation | |||||||||
The Company follows ASC 718 - Stock Compensation ("ASC 718") in accounting for its share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee's requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. | |||||||||
Certain of the Company's employee stock awards vest only upon the achievement of performance targets. ASC 718 requires recognition of compensation cost only when achievement of performance conditions is considered probable. Consequently, the Company's determination of the amount of stock compensation expense requires a significant level of judgment in estimating the probability of achievement of these performance targets. Additionally, the Company must make estimates regarding employee forfeitures in determining compensation expense. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |||||||||
Convertible Debt Instruments | |||||||||
Convertible debt instruments are accounted for under FASB ASC Topic 470-20, Debt – Debt with Conversion and Other Options.  This guidance requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion, including partial cash settlement, to separately account for the liability (debt) and equity (conversion option) components of the instruments in a manner that reflects the issuer's estimated non-convertible debt borrowing rate. | |||||||||
Derivative Financial Instruments | |||||||||
In the normal course of business, a variety of financial instruments are used to manage or hedge interest rate risk. The Company has entered into certain interest rate protection and swap agreements to effectively cap or convert floating rate debt to a fixed rate basis. All derivative instruments are recognized as either assets or liabilities in the consolidated balance sheets at fair value. The change in mark-to-market of the value of the derivative is recorded as an adjustment to income. | |||||||||
Derivative contracts are not entered into for trading or speculative purposes. Furthermore, the Company has a policy of only entering into contracts with major financial institutions based upon their credit rating and other factors.  Under certain circumstances, the Company may be required to replace a counterparty in the event that the counterparty does not maintain a specified credit rating. | |||||||||
Obligation to Provide Future Services | |||||||||
Annually, the Company calculates the present value of the net cost of future services and the use of communities to be provided to current residents of certain of its CCRCs and compares that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the net cost of future services and the use of communities exceeds the related anticipated revenues including non-refundable deferred revenue from entrance fees, a liability is recorded (obligation to provide future services and use of communities) with a corresponding charge to income. | |||||||||
Self-Insurance Liability Accruals | |||||||||
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a large-deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |||||||||
Investment in Unconsolidated Ventures | |||||||||
In accordance with ASC 810, the general partner or managing member of a venture consolidates the venture unless the limited partners or other members have either (1)Â the substantive ability to dissolve the venture or otherwise | |||||||||
remove the general partner or managing member without cause or (2)Â substantive participating rights in significant decisions of the venture, including authorizing operating and capital decisions of the venture, including budgets, in the ordinary course of business. The Company has reviewed all ventures where it is the general partner or managing member and has determined that in all cases the limited partners or other members have substantive participating rights such as those set forth above and, therefore, no ventures are consolidated. | |||||||||
The Company's reported share of earnings is adjusted for the impact, if any, of basis differences between its carrying value of the equity investment and its share of the venture's underlying assets. The Company generally does not have future requirements to contribute additional capital over and above the original capital commitments, and therefore, the Company discontinues applying the equity method of accounting when its investment is reduced to zero barring an expectation of an imminent return to profitability. If the venture subsequently reports net income, the equity method of accounting is resumed only after the Company's share of that net income equals the share of net losses not recognized during the period the equity method was suspended. | |||||||||
When the majority equity partner in one of the Company's ventures sells its equity interest to a third party, the venture frequently refinances its senior debt and distributes the net proceeds to the equity partners. All distributions received by the Company are first recorded as a reduction of the Company's investment. Next, the Company records a liability for any contractual or implied future financial support to the venture including obligations in its role as a general partner. Any remaining distributions are recorded as the Company's share of earnings and return on investment in unconsolidated ventures in the consolidated statements of operations. | |||||||||
The Company evaluates realization of its investment in ventures accounted for using the equity method if circumstances indicate that the Company's investment is other than temporarily impaired. | |||||||||
Community Leases | |||||||||
The Company, as lessee, makes a determination with respect to each of the community leases whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840 – Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred. For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. The asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term. | |||||||||
All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period. | |||||||||
Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases. | |||||||||
For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840.  If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of | |||||||||
total project costs related to construction in progress.  Once construction is complete, the Company considers the requirements under ASC 840-40 – Leases – Sale-Leaseback Transactions.  If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term. | |||||||||
Treasury Stock | |||||||||
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders' equity. | |||||||||
New Accounting Pronouncements | |||||||||
In July 2013, the FASB issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 changes the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. These changes require an entity to present an unrecognized tax benefit as a liability in the financial statements if (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset to settle any additional income taxes that would result from the disallowance of a tax position. Otherwise, an unrecognized tax benefit is required to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance in ASU 2013-11 is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not believe that the adoption of ASU 2013-11 will have a material impact on the consolidated financial statements or disclosures. | |||||||||
Reclassifications | |||||||||
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' |
Earnings Per Share | ' |
3.      Earnings Per Share | |
Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of shares of common stock outstanding.  Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents.  For purposes of calculating basic and diluted earnings per share, vested restricted stock | |
awards are considered outstanding.  Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock.  Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units and convertible debt instruments and warrants (Note 8). | |
During fiscal 2013, 2012 and 2011, the Company reported a consolidated net loss.  As a result of the net loss, unvested restricted stock, restricted stock unit awards and convertible debt instruments and warrants were antidilutive for the year and were not included in the computation of diluted weighted average shares.  The weighted average restricted stock and restricted stock unit awards excluded from the calculations of diluted net loss per share were 3.9 million, 4.5 million and 3.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
The calculation of diluted weighted average shares excludes the impact of conversion of the Company's $316.3 million of convertible senior notes. As of December 31, 2013, 2012 and 2011, the maximum number of shares issuable upon conversion of the notes is approximately 13.8 million (after giving effect to additional make-whole shares issuable upon conversion in connection with the occurrence of certain events); however it is the Company's current intent and policy to settle the principal amount of the notes in cash upon conversion. The maximum number of shares issuable upon conversion of the notes in excess of the amount of principal that would be settled in cash is approximately 3.0 million. | |
In addition, the calculation of diluted weighted average shares excludes the impact of the exercise of warrants to acquire the Company's common stock. As of December 31, 2013, 2012 and 2011, the number of shares issuable upon exercise of the warrants was approximately 10.8 million. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2013 | |
Acquisitions and Dispositions [Abstract] | ' |
Acquisitions and Dispositions | ' |
4.       Acquisitions and Dispositions | |
2013 Acquisitions and Dispositions | |
Effective May 24, 2013, the Company acquired the underlying real estate interest in an entrance fee CCRC that the Company previously managed for an aggregate purchase price of $15.4 million, which included the assumption of the existing mortgage debt and certain liabilities in addition to cash paid. The Company will continue to manage the CCRC and report the results of operations of such community in the Management Services segment until necessary license approvals are obtained. | |
Effective May 31, 2013, the Company purchased the underlying real estate in an assisted living community for a price of $2.4 million. The results of operations of the community are reported in the Assisted Living segment. | |
Effective October 1, 2013, the Company acquired seven communities for an aggregate purchase price of $80.9 million. Prior to the acquisition, the Company managed six of the communities since the acquisition of Horizon Bay Realty, L.L.C. in September 2011. The acquisition was financed with $60.8 million of first mortgage debt through the assumption of $52.7 million of existing debt and the issuance of $8.1 million of first mortgage financing secured by one of the communities. The balance of the purchase price was paid from cash on hand. The results of operations of the communities acquired are reported in the Assisted Living segment. | |
During the year ended December 31, 2013, the Company purchased two home health agencies and one hospice agency for an aggregate purchase price of approximately $2.6 million. The purchase price of the acquisitions has been ascribed to an indefinite useful life intangible asset and recorded on the consolidated balance sheet under other intangible assets, net. | |
During the year ended December 31, 2013, the Company sold four communities for an aggregate selling price of $35.2 million. The results of operations of the communities were previously reported in the Assisted Living and CCRCs - Rental segments. | |
2012 Acquisitions and Dispositions | |
Effective February 2, 2012, the Company acquired the underlying real estate associated with nine communities that were previously leased for an aggregate purchase price of $121.3 million. The results of operations of these communities, prior and subsequent to the acquisition, are reported in the Retirement Centers segment. The Company financed the transaction with $77.9 million of first mortgage financing secured by seven of the communities and $15.0 million of seller-financing secured by two of the communities (Note 8).  The purchase price of the acquisitions has primarily been ascribed to the basis of the buildings acquired and recorded on the consolidated balance sheet under property, plant and equipment and leasehold intangibles, net. | |
During the month ended December 31, 2012, the Company acquired the underlying real estate interest in 12 communities that the Company previously leased for an aggregate purchase price of $162.1 million.  The results of operations of the previously leased communities are included in the consolidated financial statements from the effective dates of the respective lease agreements and are reported in the Assisted Living and Retirement Centers segments.  The purchase price of the acquisitions has primarily been ascribed to the basis of the buildings acquired and recorded on the consolidated balance sheet under property, plant and equipment and leasehold intangibles, net. | |
During the year ended December 31, 2012, the Company recognized an $11.6 million net gain on facility lease termination from the reversal of deferred lease liabilities associated with the termination of operating lease contracts in connection with the acquisition of the underlying real estate of the previously leased communities. | |
During the year ended December 31, 2012, the Company purchased four home health agencies and an existing | |
skilled nursing facility as part of its growth strategy for an aggregate purchase price of approximately $7.0 million.  The purchase price of the acquisitions has primarily been ascribed to an indefinite useful life intangible asset and recorded on the consolidated balance sheet under other intangible assets, net. | |
During the year ended December 31, 2012, the Company sold one community for an aggregate selling price of $8.9 million.  The results of operations of the community were previously reported in the Assisted Living segment. |
Investment_in_Unconsolidated_V
Investment in Unconsolidated Ventures | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Investment in Unconsolidated Ventures [Abstract] | ' | ||||||||||||
Investment in Unconsolidated Ventures | ' | ||||||||||||
5.       Investment in Unconsolidated Ventures | |||||||||||||
The Company had investments in unconsolidated joint ventures of 20% and 10% in ventures owning 15 and 20 communities, respectively, at December 31, 2013. | |||||||||||||
Combined summarized financial information of the unconsolidated joint ventures accounted for using the equity method as of December 31, and for the years then ended are as follows (dollars in thousands): | |||||||||||||
Statement of Operations Data | 2013 | 2012 | 2011 | ||||||||||
Total revenue | $ | 251,002 | $ | 233,634 | $ | 134,852 | |||||||
Expense | |||||||||||||
Facility operating expense | 150,396 | 140,950 | 83,499 | ||||||||||
Depreciation and amortization | 64,244 | 49,142 | 23,923 | ||||||||||
Interest expense | 44,416 | 50,825 | 27,072 | ||||||||||
Other expense | 12,336 | 28,112 | 6,885 | ||||||||||
Total expense | 271,392 | 269,029 | 141,379 | ||||||||||
Other income | 5,881 | 123 | 108 | ||||||||||
Net loss | $ | (14,509 | ) | $ | (35,272 | ) | $ | (6,419 | ) | ||||
Balance Sheet Data | 2013 | 2012 | |||||||||||
Cash and cash equivalents | $ | 23,050 | $ | 16,578 | |||||||||
Property, plant and equipment, net | 1,094,353 | 1,073,610 | |||||||||||
Other | 143,000 | 148,960 | |||||||||||
Total assets | $ | 1,260,403 | $ | 1,239,148 | |||||||||
Accounts payable and accrued expenses | $ | 75,371 | $ | 66,841 | |||||||||
Long-term debt | 802,627 | 892,463 | |||||||||||
Members' equity | 382,405 | 279,844 | |||||||||||
Total liabilities and members' equity | $ | 1,260,403 | $ | 1,239,148 |
Property_Plant_and_Equipment_a
Property, Plant and Equipment and Leasehold Intangibles, Net | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract] | ' | ||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net | ' | ||||||||
6.       Property, Plant and Equipment and Leasehold Intangibles, Net | |||||||||
As of December 31, 2013 and 2012, net property, plant and equipment and leasehold intangibles, which include assets under capital leases, consisted of the following (dollars in thousands): | |||||||||
2013 | 2012 | ||||||||
Land | $ | 302,444 | $ | 296,314 | |||||
Buildings and improvements | 3,508,693 | 3,391,667 | |||||||
Leasehold improvements | 59,948 | 60,186 | |||||||
Furniture and equipment | 623,352 | 541,585 | |||||||
Resident and leasehold operating intangibles | 435,012 | 441,603 | |||||||
Construction in progress | 88,309 | 75,419 | |||||||
Assets under capital and financing leases | 699,973 | 674,492 | |||||||
5,717,731 | 5,481,266 | ||||||||
Accumulated depreciation and amortization | (1,822,256 | ) | (1,601,289 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 3,895,475 | $ | 3,879,977 | |||||
Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. | |||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company evaluated property, plant and equipment and leasehold intangibles for impairment.  The Company compared the estimated fair value of the assets to their carrying value for properties with impairment indicators and recorded an impairment charge for the excess of carrying value over fair value.  For the years ended December 31, 2013, 2012 and 2011, $12.9 million primarily within the CCRCS - Rental and Assisted Living segments, $27.7 million within the Retirement Centers and Assisted Living segments and $16.9 million within the Retirement Centers and Assisted Living segments, respectively, of non-cash charges were recorded in the Company's operating results.  These impairment charges are primarily due to the amount by which the carrying values of the assets exceeded their estimated fair value. | |||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $264.1 million, $248.5 million and $247.1 million, respectively. | |||||||||
Future amortization expense for resident and leasehold operating intangibles is estimated to be as follows (dollars in thousands): | |||||||||
Year Ending December 31, | Future | ||||||||
Amortization | |||||||||
2014 | $ | 23,619 | |||||||
2015 | 21,927 | ||||||||
2016 | 20,452 | ||||||||
2017 | 13,586 | ||||||||
2018 | 6,555 | ||||||||
Thereafter | 8,136 | ||||||||
Total | $ | 94,275 |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, Net | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net | ' | ||||||||||||||||||||||||
7.       Goodwill and Other Intangible Assets, Net | |||||||||||||||||||||||||
The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 presented on an operating segment basis (dollars in thousands): | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Impairment and Other Charges | Carrying | Impairment and Other Charges | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Retirement Centers | $ | 7,642 | $ | (521 | ) | $ | 7,121 | $ | 7,642 | $ | (521 | ) | $ | 7,121 | |||||||||||
Assisted Living | 102,680 | (248 | ) | 102,432 | 102,680 | (248 | ) | 102,432 | |||||||||||||||||
Total | $ | 110,322 | $ | (769 | ) | $ | 109,553 | $ | 110,322 | $ | (769 | ) | $ | 109,553 | |||||||||||
The following is a summary of other intangible assets at December 31, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Community purchase options | $ | 147,610 | $ | (24,961 | ) | $ | 122,649 | $ | 147,610 | $ | (21,263 | ) | $ | 126,347 | |||||||||||
Health care licenses | 33,853 | — | 33,853 | 31,082 | — | 31,082 | |||||||||||||||||||
Other | 3,331 | (1,076 | ) | 2,255 | 2,585 | (72 | ) | 2,513 | |||||||||||||||||
Total | $ | 184,794 | $ | (26,037 | ) | $ | 158,757 | $ | 181,277 | $ | (21,335 | ) | $ | 159,942 | |||||||||||
Amortization expense related to definite-lived intangible assets for the years ended December 31, 2013, 2012 and 2011 was $4.7 million, $3.8 million and $21.3 million, respectively. | |||||||||||||||||||||||||
Future amortization expense for intangible assets with definite lives is estimated to be as follows (dollars in thousands): | |||||||||||||||||||||||||
Year Ending December 31, | Future | ||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||
2014 | $ | 4,802 | |||||||||||||||||||||||
2015 | 4,730 | ||||||||||||||||||||||||
2016 | 3,799 | ||||||||||||||||||||||||
2017 | 3,711 | ||||||||||||||||||||||||
2018 | 3,702 | ||||||||||||||||||||||||
Thereafter | 104,160 | ||||||||||||||||||||||||
Total | $ | 124,904 |
Debt
Debt | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Debt [Abstract] | ' | ||||||||||||
Debt | ' | ||||||||||||
8.       Debt | |||||||||||||
Long-term Debt, Capital Leases and Financing Obligations | |||||||||||||
Long-term debt, capital leases and financing obligations consist of the following (dollars in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Mortgage notes payable due 2014 through 2023; weighted average interest rate of 4.12% in 2013, net of debt premium of $1.3 million in 2013 and net of debt discount of $0.3 million in 2012 (weighted average interest rate of 4.62% in 2012) | $ | 2,037,649 | $ | 1,701,515 | |||||||||
$150,000 Series A notes payable, secured by five communities and by a $3.0 million cash collateral deposit, bearing interest at LIBOR plus 0.88%, payable in monthly installments of principal and interest through maturity in August 2013 | — | 144,384 | |||||||||||
Discount mortgage note payable due June 2013, net of debt discount of $1.0 million in 2012 (weighted average interest rate of 2.56% in 2012) | — | 80,533 | |||||||||||
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae (weighted average interest rate of 1.65% in 2012), due 2032, payable in monthly installments of principal and interest through maturity, secured by the underlying assets of the portfolio | — | 99,847 | |||||||||||
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.14% in 2013 (weighted average interest rate of 8.16% in 2012) | 299,824 | 319,745 | |||||||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $54.8 million and $65.0 million in 2013 and 2012, respectively, interest at 2.75% per annum, due June 2018 | 261,443 | 251,312 | |||||||||||
Construction financing due 2017 through 2027; weighted average interest rate of 6.22% in 2013 (weighted average interest rate of 8.0% in 2012) | 4,476 | 1,280 | |||||||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.65% in 2013 (weighted average interest rate of 2.81% in 2012), due 2014 | 3,186 | 753 | |||||||||||
Total debt | 2,606,578 | 2,599,369 | |||||||||||
Less current portion | 201,954 | 509,543 | |||||||||||
Total long-term debt | $ | 2,404,624 | $ | 2,089,826 | |||||||||
As of December 31, 2013, the current portion of long-term debt within the Company's consolidated financial statements reflects approximately $140.0 million of mortgage notes payable due within the next 12 months.  Although these debt obligations are scheduled to mature on or prior to December 31, 2014, the Company has the option, subject to the satisfaction of customary conditions (such as the absence of a material adverse change), to extend the maturity until 2015, as the instruments associated with such mortgages payable provide that the Company can extend the respective maturity dates for terms of one year from the existing maturity dates. | |||||||||||||
The annual aggregate scheduled maturities of long-term debt obligations outstanding as of December 31, 2013 are as follows (dollars in thousands): | |||||||||||||
Year Ending December 31, | Long-term | Capital and | Total Debt | ||||||||||
Debt | Financing | ||||||||||||
Lease | |||||||||||||
Obligations | |||||||||||||
2014 | $ | 179,115 | $ | 56,157 | $ | 235,272 | |||||||
2015 | 37,687 | 54,853 | 92,540 | ||||||||||
2016 | 70,725 | 47,710 | 118,435 | ||||||||||
2017 | 372,162 | 75,620 | 447,782 | ||||||||||
2018 | 783,047 | 35,545 | 818,592 | ||||||||||
Thereafter | 917,546 | 182,572 | 1,100,118 | ||||||||||
Total obligations | 2,360,282 | 452,457 | 2,812,739 | ||||||||||
Less amount representing debt discount | (53,528 | ) | — | (53,528 | ) | ||||||||
Less amount representing interest (8.14%) | — | (152,633 | ) | (152,633 | ) | ||||||||
Total | $ | 2,306,754 | $ | 299,824 | $ | 2,606,578 | |||||||
Credit Facilities | |||||||||||||
On March 28, 2013, the Company entered into a second amended and restated credit agreement with General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto. The amended credit agreement extended the maturity date of the facility to March 31, 2018 and decreased the interest rate payable on advances and the fee payable on the unused portion of the facility. The amended credit agreement provided an option to increase the committed amount initially from $230.0 million to $250.0 million, which the Company exercised on June 28, 2013, and provides an additional option to increase the committed amount from $250.0 million to up to $350.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The amended credit agreement also permits reduction of the committed amount or termination of the facility during the last two years of the five year term without payment of a premium or penalty. The amended credit agreement was further amended and restated effective September 20, 2013 to, among other things, incorporate a $25.0 million swingline feature to permit same-day borrowing. | |||||||||||||
Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin. The applicable margin varies with the percentage of the total commitment drawn, with a 3.25% margin at 25% or lower utilization, a 3.75% margin at utilization greater than 25% but less than or equal to 50%, and a 4.25% margin at greater than 50% utilization. For purposes of determining the interest rate, in no event will LIBOR be less than 0.5% per annum. The Company is also required to pay a quarterly commitment fee of 0.5% per annum on the unused portion of the facility. | |||||||||||||
The revolving line of credit can be used to finance acquisitions, fund working capital and capital expenditures and for other general corporate purposes. | |||||||||||||
The facility is secured by a first priority mortgage on certain of the Company's communities. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility. | |||||||||||||
The credit agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the credit agreement, which would result in termination of all commitments under the credit agreement and all amounts owing under the amended credit agreement and certain other loan agreements becoming immediately due and payable. | |||||||||||||
As of December 31, 2013, the Company had an available secured line of credit with a commitment and available amount of $250.0 million (of which $30.0 million had been drawn as of that date). The Company also had secured and unsecured letter of credit facilities of up to $92.5 million in the aggregate as of December 31, 2013. Letters of credit totaling $72.5 million had been issued under these facilities as of that date. | |||||||||||||
Convertible Debt Offering | |||||||||||||
In June 2011, the Company completed a registered offering of $316.3 million aggregate principal amount of 2.75% convertible senior notes (the "Notes"). The Company received net proceeds of approximately $308.2 million after the deduction of underwriting commissions and offering expenses.  The Company used a portion of the net proceeds to pay the Company's cost of the convertible note hedge transactions described below, taking into account the proceeds to the Company of the warrant transactions described below, and used the balance of the net proceeds to repay existing outstanding debt. | |||||||||||||
The Notes are senior unsecured obligations and rank equally in right of payment to all of the Company's other senior unsecured debt, if any. The Notes will be senior in right of payment to any of the Company's debt which is subordinated by its terms to the Notes (if any). The Notes are also structurally subordinated to all debt and other liabilities and commitments (including trade payables) of the Company's subsidiaries. The Notes are also effectively subordinated to the Company's secured debt to the extent of the assets securing the debt. | |||||||||||||
The Notes bear interest at 2.75% per annum, payable semi-annually in cash.  The Notes are convertible at an initial | |||||||||||||
conversion rate of 34.1006 shares of Company common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $29.325 per share), subject to adjustment. Holders may convert their Notes at their option prior to the close of business on the second trading day immediately preceding the stated maturity date only under the following circumstances:  (i) during any fiscal quarter commencing after the fiscal quarter ending September 30, 2011, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the "measurement period"), in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such day; or (iii) upon the occurrence of specified corporate events.  On and after March 15, 2018, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.  Unconverted Notes mature at par in June 2018. | |||||||||||||
Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock at the Company's election.  It is the Company's current intent and policy to settle the principal amount of the Notes (or, if less, the amount of the conversion obligation) in cash upon conversion. | |||||||||||||
In addition, following certain corporate transactions, the Company will increase the conversion rate for a holder who elects to convert in connection with such transaction by a number of additional shares of common stock as set forth in the supplemental indenture governing the Notes. | |||||||||||||
The Notes were issued in an offering registered under the Securities Act of 1933, as amended (Securities Act). | |||||||||||||
In accordance with FASB guidance on the accounting for convertible debt instruments that may be settled in cash upon conversion (including partial settlement), the liability and equity components are separated in a manner that will reflect the entity's non-convertible debt borrowing rate when interest expense is recognized in subsequent periods. | |||||||||||||
The Company is accreting the carrying value to the principal amount at maturity using an imputed interest rate of 7.5% (the estimated effective borrowing rate for nonconvertible debt at the time of issuance, Level 2) over its expected life of seven years. | |||||||||||||
As of December 31, 2013, the "if converted" value of the Notes does not exceed its principal amount. | |||||||||||||
The interest expense associated with the Notes (excluding amortization of the associated deferred financing costs) was as follows (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Coupon interest | $ | 8,697 | $ | 8,697 | $ | 4,759 | |||||||
Amortization of discount | 10,131 | 9,415 | 4,456 | ||||||||||
Interest expense related to convertible notes | $ | 18,828 | $ | 18,112 | $ | 9,215 | |||||||
In connection with the offering of the Notes, in June 2011, the Company entered into convertible note hedge transactions (the "Convertible Note Hedges") with certain financial institutions (the "Hedge Counterparties"). The Convertible Note Hedges cover, subject to customary anti-dilution adjustments,10,784,315 shares of common stock.  The Company also entered into warrant transactions with the Hedge Counterparties whereby the Company sold to the Hedge Counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to 10,784,315 shares of common stock (the "Sold Warrant Transactions").  The warrants have a strike price of $40.25 per share, subject to customary anti-dilution adjustments. | |||||||||||||
The Convertible Note Hedges are expected to reduce the potential dilution with respect to common stock upon conversion of the Notes in the event that the price per share of common stock at the time of exercise is greater than | |||||||||||||
the strike price of the Convertible Note Hedges, which corresponds to the initial conversion price of the Notes and is similarly subject to customary anti-dilution adjustments. If, however, the price per share of common stock exceeds the strike price of the Sold Warrant Transactions when they expire, there would be additional dilution from the issuance of common stock pursuant to the warrants. | |||||||||||||
The Convertible Note Hedges and Sold Warrant Transactions are separate transactions (in each case entered into by the Company and Hedge Counterparties), are not part of the terms of the Notes and will not affect the holders' rights under the Notes. Holders of the Notes do not have any rights with respect to the Convertible Note Hedges or the Sold Warrant Transactions. | |||||||||||||
These hedging transactions had a net cost of approximately $31.9 million, which was paid from the proceeds of the Notes and recorded as a reduction of additional paid-in capital.  The Company has contractual rights, and, at execution of the related agreements, had the ability to settle its obligations under the conversion feature of the Notes, the Convertible Note Hedges and Sold Warrant Transactions, with the Company's common stock. Accordingly, these transactions are accounted for as equity, with no subsequent adjustment for changes in the value of these obligations. | |||||||||||||
2013 Financings | |||||||||||||
On April 3, 2013, the Company obtained a $25.0 million first mortgage loan, secured by the underlying community. The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in April 2018. In connection with the transaction, the Company repaid $29.0 million of existing variable rate debt. | |||||||||||||
On April 12, 2013, the Company obtained $259.0 million in loans secured by first mortgages on 23 communities. The loans bear interest at a variable rate equal to 30-day LIBOR plus a margin of 246 basis points. Concurrent with the closing of the loans, the Company entered into a five-year interest rate cap agreement that caps the interest rate on the loans at 5.03%. The loans mature in May 2023 and require amortization of principal over a 30 year period. Proceeds of the loans, together with cash on hand, were used to refinance or repay a total of $275.2 million of mortgage debt which was scheduled to mature in May 2013 and July 2013 and variable rate tax-exempt bonds scheduled to mature in 2032. | |||||||||||||
On April 22, 2013, the Company obtained a $28.0 million first mortgage loan, secured by two communities. The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in April 2018. In connection with the transaction, the Company repaid $35.1 million of existing variable rate debt. | |||||||||||||
On May 30, 2013, the Company obtained an $84.1 million first mortgage loan secured by eight of the Company's communities. The loan has a ten-year term and bears interest at a variable rate equal to 30-day LIBOR plus a margin of 289 basis points. Concurrent with the closing of the loan, the Company entered into a five-year interest rate cap agreement that caps the interest rate on the loan at 4.68%. Proceeds of the loan, together with cash on hand, were used to refinance or repay $100.9 million of mortgage debt that was scheduled to mature between 2013 and 2017. | |||||||||||||
On August 1, 2013, the Company obtained $172.1 million in loans secured by first mortgages on four communities. The loans bear interest at a variable rate equal to 30-day LIBOR plus a margin ranging from 226 to 288 basis points. The loans mature in August 2020 ($75.0 million) and August 2023 ($97.1 million) and require amortization of principal over a 30 year period. Proceeds of the loans were used to refinance a total of $142.0 million of Series A notes payable which were scheduled to mature on August 1, 2013. | |||||||||||||
As discussed in Note 4, the Company financed a current year acquisition with $60.8 million of first mortgage debt, including the assumption of $52.7 million of existing debt and the issuance of $8.1 million of first mortgage financing secured by one of the communities. The assumed $52.7 million first mortgage facility bears interest at a fixed rate of 5.75% and matures in May 2017. The $8.1 million mortgage loan used to partially finance the acquisition has a seven year term and bears interest at a fixed rate of 5.32%. | |||||||||||||
On December 18, 2013, the Company obtained a $14.0 million first mortgage loan, secured by two communities. The loan bears interest at a fixed rate of 4.5% and matures in December 2018. In connection with the transaction, the Company repaid $14.2 million of existing variable rate debt. | |||||||||||||
On December 20, 2013, the Company obtained a $25.0 million first mortgage loan, secured by two communities. The loan bears interest at a fixed rate of 4.35% and matures in January 2019. In connection with the transaction, the Company repaid $30.3 million of existing variable rate debt. | |||||||||||||
2012 Financings | |||||||||||||
On January 5, 2012, the Company obtained a $63.0 million first mortgage loan, secured by the underlying community.  The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 300 basis points and matures in January 2017. In connection with the transaction, the Company repaid $62.8 million of existing variable rate debt. | |||||||||||||
On February 29, 2012, the Company obtained a $20.0 million first mortgage loan, secured by the underlying community.  The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 275 basis points and matures in February 2017. | |||||||||||||
As discussed in Note 4, the Company financed an acquisition with a $77.9 million first mortgage.  The first mortgage facility has a ten year term and 75% of it bears interest at a fixed rate of 4.2% and the remaining 25% bears interest at a variable rate of 30-day LIBOR plus a margin of 276 basis points. The $15.0 million mortgage loan used to partially finance the acquisition had a two year term and bore interest at a fixed rate of 7.0%. | |||||||||||||
On June 29, 2012, the Company obtained a $15.0 million first mortgage loan, secured by two communities that the Company acquired in February 2012.  The loan bears interest at a variable rate equal to 30-day LIBOR plus a margin of 425 basis points and matures in June 2017.  In connection with the transaction, the Company repaid $15.0 million of seller-financed debt that had been obtained at the time of closing of the acquisition (Note 4). | |||||||||||||
On December 28, 2012, the Company obtained a $171.3 million first mortgage loan secured by nine of the Company's communities, including eight recently-acquired communities.  The loan has a ten-year term and bears interest at a variable rate equal to 30-day LIBOR plus a margin of 259 basis points.  In connection with the transaction, the Company repaid $37.4 million of mortgage loans scheduled to mature in 2013. | |||||||||||||
As of December 31, 2013, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements. | |||||||||||||
Interest Rate Swaps and Caps | |||||||||||||
In the normal course of business, a variety of financial instruments are used to manage or hedge interest rate risk. Interest rate protection and swap agreements were entered into to effectively cap or convert floating rate debt to a fixed rate basis, as well as to hedge anticipated future financing transactions. | |||||||||||||
The following table summarizes the Company's swap instrument at December 31, 2013 (dollars in thousands): | |||||||||||||
Current notional balance | $ | 26,972 | |||||||||||
Fixed rate | 5.49 | % | |||||||||||
Maturity date | 2016 | ||||||||||||
Estimated liability fair value (included in other liabilities at December 31, 2013) | $ | (1,246 | ) | ||||||||||
Estimated liability fair value (included in other liabilities at December 31, 2012) | $ | (1,833 | ) | ||||||||||
The following table summarizes the Company's cap instruments at December 31, 2013 (dollars in thousands): | |||||||||||||
Current notional balance | $ | 703,213 | |||||||||||
Weighted average fixed cap rate | 4.69 | % | |||||||||||
Earliest maturity date | 2017 | ||||||||||||
Latest maturity date | 2018 | ||||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2013) | $ | 3,751 | |||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2012) | $ | 495 | |||||||||||
During the year ended December 31, 2013, the Company purchased six new cap agreements with an aggregate notional amount of $515.3 million for $2.9 million. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
9.           Accrued Expenses | |||||||||
Accrued expenses consist of the following components as of December 31, (dollars in thousands): | |||||||||
2013 | 2012 | ||||||||
Salaries and wages | $ | 76,278 | $ | 71,567 | |||||
Insurance reserves | 31,293 | 37,717 | |||||||
Real estate taxes | 25,763 | 22,178 | |||||||
Vacation | 25,715 | 24,697 | |||||||
Lease payable | 9,751 | 8,915 | |||||||
Interest | 7,270 | 7,644 | |||||||
Taxes payable | 1,477 | 2,469 | |||||||
Other | 31,932 | 25,708 | |||||||
Total | $ | 209,479 | $ | 200,895 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||
Facility Operating Leases | ' | ||||||||||||
10.       Commitments and Contingencies | |||||||||||||
Facility Operating Leases | |||||||||||||
The Company has entered into sale leaseback and lease agreements with certain real estate investment trusts (REITs). Under these agreements communities are either sold to the REIT and leased back or a long-term lease agreement is entered into for the communities. The initial lease terms vary from 10 to 20 years and include renewal options ranging from 5 to 30 years.  The Company is responsible for all operating costs, including repairs, property taxes and insurance. The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease.  The Company typically guarantees its performance and the lease payments under the master lease and the lease may include performance covenants, such as net worth, minimum capital expenditure requirements per community per annum and minimum lease coverage ratios.  Failure to comply with these covenants could result in an event of default.  Certain leases contain cure provisions generally requiring the posting of an additional lease security deposit if the required covenant is not met. | |||||||||||||
As of December 31, 2013 and 2012, the Company operated 329 communities under long-term leases (275 operating leases and 54 capital and financing leases).  The remaining base lease terms vary from one year to 14 years and generally provide for renewal, extension and purchase options. | |||||||||||||
A summary of facility lease expense and the impact of straight-line adjustment and amortization of deferred gains are as follows (dollars in thousands): | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Cash basis payment | $ | 278,504 | $ | 281,729 | $ | 270,623 | |||||||
Straight-line expense | 2,597 | 6,668 | 8,608 | ||||||||||
Amortization of deferred gain | (4,372 | ) | (4,372 | ) | (4,373 | ) | |||||||
Facility lease expense | $ | 276,729 | $ | 284,025 | $ | 274,858 | |||||||
The aggregate amounts of all future minimum operating lease payments, including community and office leases, as of December 31, 2013, are as follows (dollars in thousands): | |||||||||||||
Year Ending December 31, | Operating | ||||||||||||
Leases | |||||||||||||
2014 | $ | 279,011 | |||||||||||
2015 | 274,338 | ||||||||||||
2016 | 270,833 | ||||||||||||
2017 | 254,088 | ||||||||||||
2018 | 237,477 | ||||||||||||
Thereafter | 597,771 | ||||||||||||
Total | $ | 1,913,518 | |||||||||||
The Company has a $17.0 million purchase option commitment payable for the purchase of three communities in 2014. | |||||||||||||
Other | |||||||||||||
The Company has employment or letter agreements with certain officers of the Company that grant these employees the right to receive their base salary and continuation of certain benefits, for a defined period of time, in the event of certain terminations of the officers' employment, as described in those agreements. |
SelfInsurance
Self-Insurance | 12 Months Ended |
Dec. 31, 2013 | |
Self-Insurance [Abstract] | ' |
Self-Insurance | ' |
11.       Self-Insurance | |
The Company obtains various insurance coverages from commercial carriers at stated amounts as defined in the applicable policy. Losses related to deductible amounts are accrued based on the Company's estimate of expected losses plus incurred but not reported claims. As of December 31, 2013 and 2012, the Company accrued $76.6 million and $77.7 million, respectively, for the self-insured portions of these programs, of which $45.3 million and $40.0 million is classified as long-term as of December 31, 2013 and 2012, respectively. | |
The Company has secured self-insured retention risk under workers' compensation and general liability and professional liability programs with cash deposits of $18.6 million and $16.1 million as of December 31, 2013 and 2012, respectively. Letters of credit securing the programs aggregated $34.2 million and $40.7 million as of December 31, 2013 and 2012, respectively. |
Retirement_Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2013 | |
Retirement Plans [Abstract] | ' |
Retirement Plans | ' |
12.       Retirement Plans | |
The Company maintains a 401(k) Retirement Savings Plan for all employees that meet minimum employment criteria. The plan provides that the participants may defer eligible compensation on a pre-tax basis subject to certain Internal Revenue Code maximum amounts.  The Company makes matching contributions in amounts equal to 25% of the employee's contribution to the plan, up to a maximum of 4.0% of contributed compensation.  An additional matching contribution of 12.5%, subject to the same limit on contributed compensation, may be made at the discretion of the Company, based upon the Company's performance.  For the years ended December 31, 2013, 2012 and 2011, the Company's expense to the plan was $6.6 million, $4.8 million and $3.1 million, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
13.       Related Party Transactions | |
Under the terms of the registration rights provisions of the Company's Stockholders Agreement, the Company is generally obligated to pay all fees and expenses incurred in connection with certain public offerings by affiliates of Fortress Investment Group LLC (other than underwriting discounts, commissions and transfer taxes). |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
14.       Stock-Based Compensation | |||||||||||||
The Company follows ASC 718 in accounting for its share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee's requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. | |||||||||||||
For all awards with graded vesting other than awards with performance-based vesting conditions, the Company records compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. For graded-vesting awards with performance-based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance target is deemed probable of achievement. Performance goals are evaluated quarterly. If such goals are not ultimately met or it is not probable the goals will be achieved, no compensation expense is recognized and any previously recognized compensation expense is reversed. | |||||||||||||
The following table sets forth information about the Company's restricted stock awards (excluding restricted stock units) (amounts in thousands): | |||||||||||||
Number of Shares | Weighted | ||||||||||||
Average | |||||||||||||
Grant Date Fair Value | |||||||||||||
Outstanding on January 1, 2011 | 3,540 | $ | 14.76 | ||||||||||
Granted | 2,091 | $ | 16.2 | ||||||||||
Vested | (1,207 | ) | $ | 16.43 | |||||||||
Cancelled/forfeited | (202 | ) | $ | 15.34 | |||||||||
Outstanding on December 31, 2011 | 4,222 | $ | 14.93 | ||||||||||
Granted | 1,592 | $ | 19.2 | ||||||||||
Vested | (1,435 | ) | $ | 14.28 | |||||||||
Cancelled/forfeited | (427 | ) | $ | 15.62 | |||||||||
Outstanding on December 31, 2012 | 3,952 | $ | 16.67 | ||||||||||
Granted | 1,328 | $ | 26.98 | ||||||||||
Vested | (1,455 | ) | $ | 15.08 | |||||||||
Cancelled/forfeited | (452 | ) | $ | 18.87 | |||||||||
Outstanding on December 31, 2013 | 3,373 | $ | 21.12 | ||||||||||
As of December 31, 2013, there was $46.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted.  That cost is expected to be recognized over a weighted-average period of 2.3 years and is based on grant date fair value, net of forfeiture estimates. The compensation cost reflects an initial estimated cumulative forfeiture rate from 0% to 10% over the requisite service period of the awards. That | |||||||||||||
estimate is revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates. | |||||||||||||
Current year grants of restricted shares under the Company's Omnibus Stock Incentive Plan were as follows (amounts in thousands except for value per share): | |||||||||||||
Shares Granted | Value Per Share | Total Value | |||||||||||
Three months ended March 31, 2013 | 1,036 | $ | 25.32 – $27.36 | $ | 27,858 | ||||||||
Three months ended June 30, 2013 | 156 | $ | 26.85 − $27.50 | $ | 4,216 | ||||||||
Three months ended September 30, 2013 | 50 | $ | 26.84 − $29.20 | $ | 1,445 | ||||||||
Three months ended December 31, 2013 | 86 | $ | 26.92 − $27.21 | $ | 2,313 | ||||||||
The Company has an employee stock purchase plan for all eligible employees.  The plan became effective on October 1, 2008.  Under the plan, eligible employees of the Company can purchase shares of the Company's common stock on a quarterly basis at a discounted price through accumulated payroll deductions.  Each eligible employee may elect to deduct up to 15% of his or her base pay each quarter.  Subject to certain limitations specified in the plan, on the last trading date of each calendar quarter, the amount deducted from each participant's pay over the course of the quarter will be used to purchase whole shares of the Company's common stock at a purchase price equal to 90% of the closing market price on the New York Stock Exchange on that date.  The Company reserved 1,800,000 shares of common stock for issuance under the plan.  The impact on the Company's current year consolidated financial statements is not material. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
15.  Fair Value Measurements | |||||||||||||||||
The following table provides the Company's derivative assets and liabilities carried at fair value as measured on a recurring basis as of December 31, 2013 (dollars in thousands): | |||||||||||||||||
Total Carrying | Quoted prices | Significant | Significant | ||||||||||||||
Value at | in active | other | unobservable | ||||||||||||||
December 31, | markets | observable | inputs | ||||||||||||||
2013 | (Level 1) | inputs | (Level 3) | ||||||||||||||
(Level 2) | |||||||||||||||||
Derivative assets | $ | 3,751 | $ | — | $ | 3,751 | $ | — | |||||||||
Derivative liabilities | (1,246 | ) | — | (1,246 | ) | — | |||||||||||
$ | 2,505 | $ | — | $ | 2,505 | $ | — |
Share_Repurchase_Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2013 | |
Share Repurchase Program [Abstract] | ' |
Share Repurchase Program | ' |
16.  Share Repurchase Program | |
On August 11, 2011, the Company's board of directors approved a share repurchase program that authorizes the Company to purchase up to $100.0 million in the aggregate of the Company's common stock.  Purchases may be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of these methods, in accordance with applicable insider trading and other securities laws and regulations.  The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability.  The repurchase program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares. | |
Pursuant to this authorization, during the year ended December 31, 2011, the Company purchased 1,217,100 shares at a cost of approximately $17.6 million.  No shares were purchased pursuant to this authorization during the years ended December 31, 2013 and 2012. As of December 31, 2013, approximately $82.4 million remains available under this share repurchase authorization. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
17.  Income Taxes | |||||||||||||
The provision for income taxes is comprised of the following (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current | $ | (312 | ) | $ | 193 | $ | 631 | ||||||
Deferred | 183 | 347 | (383 | ) | |||||||||
Total Federal | (129 | ) | 540 | 248 | |||||||||
State: | |||||||||||||
Current | (1,627 | ) | (2,059 | ) | (2,028 | ) | |||||||
Deferred (included in Federal above) | — | — | — | ||||||||||
Total State | (1,627 | ) | (2,059 | ) | (2,028 | ) | |||||||
Total | $ | (1,756 | ) | $ | (1,519 | ) | $ | (1,780 | ) | ||||
A reconciliation of the provision for income taxes to the amount computed at the U.S. Federal statutory rate of 35% is as follows (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Tax benefit at U.S. statutory rate | $ | 640 | $ | 22,945 | $ | 23,545 | |||||||
Credits | 9,757 | — | 4,803 | ||||||||||
Valuation allowance | (7,097 | ) | (24,138 | ) | (30,489 | ) | |||||||
Return to provision | (2,568 | ) | (225 | ) | (1,302 | ) | |||||||
State taxes, net of federal income tax | (985 | ) | 1,258 | 1,373 | |||||||||
Officer's compensation | (724 | ) | (922 | ) | (760 | ) | |||||||
Meals and entertainment | (496 | ) | (486 | ) | (430 | ) | |||||||
Expired charitable | (126 | ) | — | — | |||||||||
Lobbying and political | (89 | ) | — | — | |||||||||
Other, net | (65 | ) | 122 | 59 | |||||||||
Unrecognized tax benefits | (3 | ) | 193 | 630 | |||||||||
(Loss) gain on acquisition | — | (266 | ) | 791 | |||||||||
Total | $ | (1,756 | ) | $ | (1,519 | ) | $ | (1,780 | ) | ||||
 Significant components of the Company's deferred tax assets and liabilities at December 31 are as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Operating loss carryforwards | $ | 150,755 | $ | 169,792 | |||||||||
Accrued expenses | 54,400 | 51,124 | |||||||||||
Prepaid revenue | 53,228 | 55,386 | |||||||||||
Deferred lease liability | 49,864 | 46,541 | |||||||||||
Capital lease obligations | 39,748 | 52,720 | |||||||||||
Tax credits | 32,673 | 20,551 | |||||||||||
Deferred gain on sale leaseback | 8,673 | 10,127 | |||||||||||
Total gross deferred income tax asset | 389,341 | 406,241 | |||||||||||
Valuation allowance | (72,366 | ) | (65,269 | ) | |||||||||
Net deferred income tax assets | 316,975 | 340,972 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property, plant and equipment | (374,431 | ) | (415,354 | ) | |||||||||
Other | (6,200 | ) | (8,428 | ) | |||||||||
Total gross deferred income tax liability | (380,631 | ) | (423,782 | ) | |||||||||
Net deferred tax liability | $ | (63,656 | ) | $ | (82,810 | ) | |||||||
A reconciliation of the net deferred tax liability to the consolidated balance sheets at December 31 is as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax asset – current | $ | 17,643 | $ | 13,377 | |||||||||
Deferred tax liability – noncurrent | (81,299 | ) | (96,187 | ) | |||||||||
Net deferred tax liability | $ | (63,656 | ) | $ | (82,810 | ) | |||||||
As of December 31, 2013 and 2012, the Company had net federal operating loss carryforwards of approximately $427.4 million and $454.6 million, respectively, which are available to offset future taxable income through 2031.  The Company concluded that the additional benefits generated during 2013 and 2012 did not meet the more likely than not criteria for realization.  The conclusion was determined solely based on the reversal of current timing differences and did not consider future taxable income to be generated by the Company. Therefore, the Company has recorded a valuation allowance of $44.7 million against federal net operating losses at December 31, 2013.  The Company continues to maintain that the deferred tax assets recorded as of December 31, 2013, primarily related to net operating losses generated prior to December 31, 2010, are more likely than not to be realized based on the reversal of deferred tax liabilities recorded. However, if the Company continues its current trend of improved GAAP earnings before taxes, this valuation allowance may be reduced in future years. | |||||||||||||
The Company has recorded valuation allowances of $7.0 million and $7.2 million at December 31, 2013 and 2012, respectively, against its state net operating losses, as the Company anticipates these losses will not be utilized prior to expiration.  The carryforward period for some states is considerably shorter than the period which is allowed for federal purposes.  The Company also recorded a valuation allowance against federal and state credits of $20.6 million and $8.5 million as of December 31, 2013 and 2012, respectively.  As of December 31, 2013 and 2012, the Company had $53.5 million and $31.9 million, respectively, included in its net operating loss carryforward relating to restricted stock grants. Under ASC 718-10, this loss will be recorded in additional paid-in capital in the period in which the loss is effectively used to reduce taxes payable. | |||||||||||||
The formation of the Company, the reorganization of a predecessor company and the acquisitions of several wholly-owned subsidiaries constituted ownership changes under Section 382 of the Internal Revenue Code, as amended. As a result, the Company's ability to utilize the net operating loss carryforward to offset future taxable income is subject to certain limitations and restrictions.  Furthermore, the Company had an ownership change under Section 382 in May 2010 which resulted in an additional annual limitation to the utilization of the net operating loss in an | |||||||||||||
amount of $92 million.  The Company expects the net operating loss to be fully released before expiration and therefore does not anticipate a financial statement impact as a result of the limitation. | |||||||||||||
At December 31, 2013, the Company had gross tax affected unrecognized tax benefits of $1.6 million, which, if recognized, would result in an income tax benefit in accordance with ASC 805.  Interest and penalties related to these tax positions are classified as tax expense in the Company's financial statements.  Total interest and penalties reserved is $0.6 million at December 31, 2013.  Tax returns for years 2010 through 2012 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.  The Company does not expect that unrecognized tax benefits for tax positions taken with respect to 2013 and prior years will significantly change in 2014. | |||||||||||||
A reconciliation of the unrecognized tax benefits for the year 2013 is as follows (dollars in thousands): | |||||||||||||
Balance at January 1, 2013 | $ | 1,245 | |||||||||||
Additions for tax positions related to the current year | 53 | ||||||||||||
Additions for tax positions related to prior years | 414 | ||||||||||||
Reductions for tax positions related to prior years | (156 | ) | |||||||||||
Balance at December 31, 2013 | $ | 1,556 | |||||||||||
On September 13, 2013, Treasury and the Internal Revenue Service issued final regulations regarding the deduction and capitalization of expenditures related to tangible property. The final regulations under Internal Revenue Code Sections 162, 167 and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014. The Company has evaluated these regulations and determined they will not have a material impact on our consolidated results of operations, cash flows or financial position. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ||||||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||||||
18.       Supplemental Disclosure of Cash Flow Information | |||||||||||||
(dollars in thousands) | For the Years Ended | ||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest paid | $ | 123,036 | $ | 130,009 | $ | 125,047 | |||||||
Income taxes paid | $ | 2,283 | $ | 2,658 | $ | 2,431 | |||||||
Write-off of deferred financing costs | $ | 763 | $ | 744 | $ | 2,080 | |||||||
Acquisitions of assets, net of related payables and cash received, net: | |||||||||||||
Cash and escrow deposits—restricted | $ | 466 | $ | 2,169 | $ | — | |||||||
Prepaid expenses and other current assets | (1,265 | ) | (2,817 | ) | — | ||||||||
Property, plant and equipment and leasehold intangibles, net | 99,657 | 257,772 | 80,514 | ||||||||||
Other intangible assets, net | 3,517 | 9,575 | 4,244 | ||||||||||
Other assets, net | 1,611 | (7,327 | ) | 3,955 | |||||||||
Accrued expenses | (5,169 | ) | (573 | ) | (31 | ) | |||||||
Other liabilities | — | 3,601 | — | ||||||||||
Long-term debt | (64,131 | ) | 10,123 | — | |||||||||
Net | $ | 34,686 | $ | 272,523 | $ | 88,682 | |||||||
Purchase of Horizon Bay Realty, L.L.C., net of cash acquired: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | — | $ | — | $ | 8,132 | |||||||
Cash and escrow deposits—restricted | — | — | 10,702 | ||||||||||
Accounts receivable, net | — | — | 2,479 | ||||||||||
Long-term debt | — | — | (1,821 | ) | |||||||||
Accrued expenses | — | — | (15,141 | ) | |||||||||
Other liabilities | — | — | (6,347 | ) | |||||||||
Common stock | — | — | (1 | ) | |||||||||
Additional paid-in-capital | — | — | (1,537 | ) | |||||||||
Accumulated earnings | — | — | (1,982 | ) | |||||||||
Net | $ | — | $ | — | $ | (5,516 | ) | ||||||
Reinvested income on marketable securities – restricted | $ | — | $ | 1,156 | $ | 1,426 | |||||||
Supplemental Schedule of Noncash Operating, Investing and Financing Activities: | |||||||||||||
Capital leases: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | — | $ | 13,852 | $ | — | |||||||
Long-term debt | — | (13,852 | ) | — | |||||||||
Net | $ | — | $ | — | $ | — |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2013 | |
Legal Matters And Contingencies Disclosure [Abstract] | ' |
Litigation | ' |
19.       Litigation | |
The Company has been and is currently involved in litigation and claims incidental to the conduct of its business which are comparable to other companies in the senior living industry. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. Similarly, the senior living industry is continuously subject to scrutiny by governmental regulators, which could result in litigation related to regulatory compliance matters. As a result, the Company maintains general liability and professional liability insurance policies in amounts and with coverage and deductibles the Company believes are adequate, based on the nature and risks of its business, historical experience and industry standards. The Company's current policies provide for deductibles | |
for each claim. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Information [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
20.       Segment Information | |||||||||||||
The Company currently has six reportable segments: retirement centers; assisted living; CCRCs – rental; CCRCs – entry fee; Brookdale Ancillary Services; and management services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. | |||||||||||||
Retirement Centers.  The Company's Retirement Centers segment includes owned or leased communities that are primarily designed for middle to upper income senior citizens age 75 and older who desire an upscale residential environment providing the highest quality of service. The majority of the Company's retirement center communities consist of both independent living and assisted living units in a single community, which allows residents to "age-in-place" by providing them with a continuum of senior independent and assisted living services. | |||||||||||||
Assisted Living.  The Company's Assisted Living segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living communities include both freestanding, multi-story communities and freestanding single story communities. The Company also operates memory care communities, which are freestanding assisted living communities specially designed for residents with Alzheimer's disease and other dementias. | |||||||||||||
CCRCs - Rental.  The Company's CCRCs - Rental segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living and skilled nursing available on one campus or within the immediate market, and some also include memory care/Alzheimer's units. | |||||||||||||
CCRCs - Entry Fee.  The communities in the Company's CCRCs - Entry Fee segment are similar to those in the Company's CCRCs - Rental segment but allow for residents in the independent living apartment units to pay a one-time upfront entrance fee, which is partially refundable in certain circumstances. The amount of the entrance fee varies depending upon the type and size of the dwelling unit, the type of contract plan selected, whether the contract contains a lifecare benefit for the resident, the amount and timing of refund, and other variables. In addition to the initial entrance fee, residents under all entrance fee agreements also pay a monthly service fee, which entitles them to the use of certain amenities and services. Since entrance fees are received upon initial occupancy, the monthly fees are generally less than fees at a comparable rental community. | |||||||||||||
Brookdale Ancillary Services. The Company's Brookdale Ancillary Services segment includes the outpatient therapy, home health and hospice services provided to residents of many of the Company's communities, to other senior living communities that the Company does not own or operate and to seniors living outside of the Company's communities. The Brookdale Ancillary Services segment does not include the therapy services provided in the Company's skilled nursing units, which are included in the Company's CCRCs - Rental and CCRCs - Entry Fee segments. | |||||||||||||
Management Services.  The Company's management services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a joint venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners. | |||||||||||||
The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies. | |||||||||||||
The following table sets forth selected segment financial and operating data (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenue(1): | |||||||||||||
Retirement Centers | $ | 526,284 | $ | 503,902 | $ | 473,842 | |||||||
Assisted Living | 1,051,868 | 1,013,337 | 964,585 | ||||||||||
CCRCs - Rental | 396,975 | 385,479 | 364,095 | ||||||||||
CCRCs - Entry Fee | 297,756 | 285,701 | 282,020 | ||||||||||
Brookdale Ancillary Services | 242,150 | 224,517 | 205,780 | ||||||||||
Management Services(2) | 376,933 | 355,802 | 166,161 | ||||||||||
$ | 2,891,966 | $ | 2,768,738 | $ | 2,456,483 | ||||||||
Segment Operating Income(3): | |||||||||||||
Retirement Centers | $ | 222,282 | $ | 205,585 | $ | 198,439 | |||||||
Assisted Living | 389,678 | 361,184 | 339,928 | ||||||||||
CCRCs - Rental | 109,026 | 106,063 | 116,849 | ||||||||||
CCRCs - Entry Fee | 76,393 | 61,405 | 68,550 | ||||||||||
Brookdale Ancillary Services | 45,709 | 47,780 | 57,985 | ||||||||||
Management Services | 31,125 | 30,786 | 13,595 | ||||||||||
874,213 | 812,803 | 795,346 | |||||||||||
General and administrative (including non-cash stock-based compensation expense) | 184,548 | 178,829 | 148,327 | ||||||||||
Facility lease expense: | |||||||||||||
Retirement Centers | 91,258 | 102,273 | 106,515 | ||||||||||
Assisted Living | 123,980 | 123,128 | 116,934 | ||||||||||
CCRCs - Rental | 48,809 | 47,238 | 39,997 | ||||||||||
CCRCs - Entry Fee | 7,470 | 7,214 | 7,435 | ||||||||||
Brookdale Ancillary Services | — | — | — | ||||||||||
Corporate and Management Services | 5,212 | 4,172 | 3,977 | ||||||||||
Depreciation and amortization: | |||||||||||||
Retirement Centers | 64,353 | 61,060 | 60,275 | ||||||||||
Assisted Living | 85,337 | 81,801 | 82,843 | ||||||||||
CCRCs - Rental | 30,957 | 31,205 | 30,776 | ||||||||||
CCRCs - Entry Fee | 55,842 | 52,840 | 54,794 | ||||||||||
Brookdale Ancillary Services | 3,023 | 2,220 | 1,699 | ||||||||||
Corporate and Management Services | 29,245 | 23,155 | 38,119 | ||||||||||
Asset impairment | 12,891 | 27,677 | 16,892 | ||||||||||
Loss (gain) on acquisition | — | 636 | (1,982 | ) | |||||||||
Gain on facility lease termination | — | (11,584 | ) | — | |||||||||
Income from operations | $ | 131,288 | $ | 80,939 | $ | 88,745 | |||||||
Total interest expense: | |||||||||||||
Retirement Centers | $ | 31,286 | $ | 29,025 | $ | 28,444 | |||||||
Assisted Living | 51,410 | 57,634 | 58,453 | ||||||||||
CCRCs - Rental | 17,512 | 17,336 | 15,324 | ||||||||||
CCRCs - Entry Fee | 11,911 | 13,792 | 20,316 | ||||||||||
Brookdale Ancillary Services | — | — | — | ||||||||||
Corporate and Management Services | 25,280 | 28,996 | 19,641 | ||||||||||
$ | 137,399 | $ | 146,783 | $ | 142,178 | ||||||||
Total expenditures for property, plant and equipment, and leasehold intangibles: | |||||||||||||
Retirement Centers | $ | 63,519 | $ | 58,876 | $ | 45,891 | |||||||
Assisted Living | 95,829 | 68,675 | 43,955 | ||||||||||
CCRCs - Rental | 27,134 | 21,916 | 20,615 | ||||||||||
CCRCs - Entry Fee | 43,019 | 24,890 | 16,255 | ||||||||||
Brookdale Ancillary Services | 1,855 | 6,037 | 2,715 | ||||||||||
Corporate and Management Services | 26,171 | 28,018 | 30,700 | ||||||||||
$ | 257,527 | $ | 208,412 | $ | 160,131 | ||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Total assets: | |||||||||||||
Retirement Centers | $ | 1,258,294 | $ | 1,269,125 | |||||||||
Assisted Living | 1,514,385 | 1,457,979 | |||||||||||
CCRCs - Rental | 499,873 | 538,263 | |||||||||||
CCRCs - Entry Fee | 960,708 | 956,658 | |||||||||||
Brookdale Ancillary Services | 94,986 | 90,357 | |||||||||||
Corporate and Management Services | 409,511 | 394,386 | |||||||||||
$ | 4,737,757 | $ | 4,706,768 | ||||||||||
-1 | All revenue is earned from external third parties in the United States. | ||||||||||||
-2 | Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities. | ||||||||||||
-3 | Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). |
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Results of Operations (Unaudited) [Abstract] | ' | ||||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | ||||||||||||||||
21.       Quarterly Results of Operations (Unaudited) | |||||||||||||||||
The following is a summary of quarterly results of operations for each of the fiscal quarters in 2013 and 2012 (in thousands, except per share amounts): | |||||||||||||||||
For the Quarters Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenues | $ | 712,266 | $ | 716,468 | $ | 728,999 | $ | 734,233 | |||||||||
Asset impairment | — | 2,154 | 504 | 10,233 | |||||||||||||
Income from operations | 38,687 | 28,435 | 33,983 | 30,183 | |||||||||||||
Income (loss) before income taxes | 4,706 | (4,036 | ) | (7 | ) | (2,491 | ) | ||||||||||
Net income (loss) | 3,558 | (5,200 | ) | (967 | ) | (975 | ) | ||||||||||
Weighted average basic earnings (loss) per share | 0.03 | (0.04 | ) | (0.01 | ) | (0.01 | ) | ||||||||||
Weighted average diluted earnings (loss) per share | $ | 0.03 | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
For the Quarters Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||||||
Revenues | $ | 682,708 | $ | 690,473 | $ | 696,145 | $ | 699,412 | |||||||||
Asset impairment | 1,083 | 7,246 | — | 19,348 | |||||||||||||
Income from operations | 26,523 | 18,528 | 24,269 | 11,619 | |||||||||||||
Loss before income taxes | (9,614 | ) | (18,133 | ) | (11,469 | ) | (25,732 | ) | |||||||||
Net loss | (10,544 | ) | (19,015 | ) | (12,216 | ) | (24,692 | ) | |||||||||
Weighted average basic and diluted loss per share | $ | (0.09 | ) | $ | (0.16 | ) | $ | (0.10 | ) | $ | (0.20 | ) | |||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
22.       Subsequent Events | |
The Pending Merger | |
On February 20, 2014, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Emeritus Corporation, a Washington corporation ("Emeritus"), and Broadway Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Emeritus (the "Merger"), with Emeritus continuing as the surviving corporation and wholly owned subsidiary of the Company. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.0001 per share ("Emeritus Common Stock"), of Emeritus (including each restricted share of Emeritus Common Stock, but not including any shares (x) held by the Company or Emeritus or any of the Company's or Emeritus' wholly owned subsidiaries and (y) with respect to which appraisal rights are properly demanded and not withdrawn under Washington law ("Dissenting Shares")), will be automatically converted into the right to receive 0.95 of a share (the "Exchange Ratio") of the Company's common stock. | |
The Merger Agreement provides that each option to purchase Emeritus Common Stock, whether vested or unvested (an "Emeritus Option"), will be canceled at the effective time of the Merger. Any Emeritus Option with an exercise price that is less than the implied dollar value of the per share consideration to be received in the Merger (valuing the Company's common stock at its volume weighted average price over the 10 trading days preceding the consummation of the Merger) will be converted into the right to receive a number of shares of the Company's common stock (net of any required withholding taxes) equal to the product of (x) the number of shares of Emeritus Common Stock subject to the Emeritus Option multiplied by (y) the excess of the implied dollar value of the per share consideration (based on the volume weighted average described above) over the exercise price of the Emeritus Option. Any Emeritus Option with an exercise price that is equal to or greater than the implied dollar value of the per share consideration to be received in the Merger as described above will be canceled without the payment of any consideration. | |
The consummation of the Merger is subject to satisfaction or waiver of certain conditions, including, among others: (i) the approval of the Company's and Emeritus' stockholders; (ii) the absence of any law or order prohibiting the | |
closing; (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the receipt of certain federal and state government approvals necessary for the ownership, operation and management of Emeritus' senior living facilities and expiration of notice periods for the same, subject to certain exceptions; (v) the continuing effectiveness or receipt, as applicable, of certain third-party consents, subject to certain exceptions; (vi) the accuracy of each party's representations and warranties, subject to certain materiality qualifiers; (vii) the performance in all material respects of each party's obligations under the Merger Agreement; (viii) no more than 7.5% of the shares of Emeritus Common Stock being Dissenting Shares; and (ix) the absence of any change, event or development that would reasonably be expected to have either a Parent Material Adverse Effect or a Company Material Adverse Effect (each as defined in the Merger Agreement). The Merger is expected to close during the third quarter of 2014, although there can be no assurance that the Merger will close or, if it does, when the actual closing will occur. |
VALUATION_AND_QUALIFYING_ACCOU
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS [Abstract] | ' | ||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||||||
SCHEDULE II | |||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||
31-Dec-13 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Additions | |||||||||||||||||||||
Description | Balance at | Charged to | Charged | Deductions | Balance at | ||||||||||||||||
beginning of | costs and | to other | end of | ||||||||||||||||||
period | expenses | accounts | period | ||||||||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||||||||||
Year ended December 31, 2011 | $ | 14,464 | $ | 16,796 | $ | 1,817 | $ | (16,105 | ) | $ | 16,972 | ||||||||||
Year ended December 31, 2012 | $ | 16,972 | $ | 15,683 | $ | 660 | $ | (18,053 | ) | $ | 15,262 | ||||||||||
Year ended December 31, 2013 | $ | 15,262 | $ | 21,048 | $ | 444 | $ | (19,026 | ) | $ | 17,728 | ||||||||||
Deferred Tax Valuation Allowance: | |||||||||||||||||||||
Year ended December 31, 2011 | $ | 10,845 | $ | $29,348 | (1)Â | $ | 1,141 | (2)Â | $ | $(514 | )(3) | $ | 40,820 | ||||||||
Year ended December 31, 2012 | $ | 40,820 | $ | 26,989 | (4) | $ | (2,540 | )(5) | $ | $— | $ | 65,269 | |||||||||
Year ended December 31, 2013 | $ | 65,269 | $ | 7,272 | (6) | $ | (175 | )(7) | $ | $— | $ | 72,366 | |||||||||
-1 | Adjustment to valuation allowance for federal net operating losses and federal credits of $22,940 and $6,408, respectively. | ||||||||||||||||||||
-2 | Adjustment to valuation allowance for state net operating losses of $1,141. | ||||||||||||||||||||
-3 | Adjustment to valuation allowance for state credits of $514. | ||||||||||||||||||||
-4 | Adjustment to valuation allowance for federal net operating losses and federal credits of $26,589 and $400, respectively. | ||||||||||||||||||||
-5 | Adjustment to valuation allowance for state net operating losses of $(2,540). | ||||||||||||||||||||
-6 | Adjustment to valuation allowance for federal net operating losses and federal credits of $(4,851), and $12,123, respectively. | ||||||||||||||||||||
-7 | Adjustment to valuation allowance for state net operating losses of $(175). | ||||||||||||||||||||
See accompanying report of independent registered public accounting firm |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Principles of Consolidation | ' | ||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. | |||||||||
The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 - Consolidation of Variable Interest Entities ("ASC 810"). ASC 810 broadly defines a VIE as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs where it is determined to be the primary beneficiary. At December 31, 2013, the Company did not have any unconsolidated VIEs. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of the financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Estimates are used for, but not limited to, revenue, goodwill and asset impairments, future service obligations, self-insurance reserves, performance-based compensation, the allowance for doubtful accounts, depreciation and amortization, income taxes and other contingencies.  Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
Resident Fees | |||||||||
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. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue for certain skilled nursing services and ancillary charges is recognized as services are provided and is billed monthly in arrears. | |||||||||
Entrance Fees | |||||||||
Certain of the Company's communities have residency agreements which require the resident to pay an upfront fee prior to occupying the community. In addition, in connection with the Company's MyChoice program, new and existing residents are allowed to pay additional entrance fee amounts in return for a reduced monthly service fee. The non-refundable portion of the entrance fee is recorded as deferred revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident's entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. The refundable portion of the fee is not amortized and included in refundable entrance fees. All refundable amounts due to residents at any time in the future are classified as current liabilities. | |||||||||
Community Fees | |||||||||
Substantially all community fees received are non-refundable and are recorded initially as deferred revenue. The deferred amounts, including both the deferred revenue and the related direct resident lease origination costs, are amortized over the estimated stay of the resident which is consistent with the implied contractual terms of the resident lease. | |||||||||
Management Fees | |||||||||
Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined). | |||||||||
Reimbursed Costs Incurred on Behalf of Managed Communities | |||||||||
The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the consolidated statements of operations. | |||||||||
Purchase Accounting | ' | ||||||||
Purchase Accounting | |||||||||
In determining the allocation of the purchase price of companies and communities to net tangible and identified intangible assets acquired and liabilities assumed, the Company makes estimates of fair value using information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and/or independent appraisals. The Company allocates the purchase price of communities based on their fair values in accordance with the provisions of ASC 805 - Business Combinations ("ASC 805").  The determination of fair value involves the use of significant judgment and estimation. The Company determines fair values as follows: | |||||||||
Current assets and current liabilities assumed are valued at carryover basis which approximates fair value. | |||||||||
Property, plant and equipment are valued utilizing discounted cash flow projections of future revenue and costs, and capitalization and discount rates using current market conditions. | |||||||||
The Company allocates a portion of the purchase price to the value of resident leases acquired based on the difference between the communities valued with existing in-place leases adjusted to market rental rates and the communities valued with current leases in place based on current contractual terms. Factors management considers in its analysis include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar resident leases. In estimating carrying costs, management includes estimates of lost rentals during the lease-up period and estimated costs to execute similar leases. The value of in-place leases is amortized to expense over the remaining initial term of the respective leases. | |||||||||
Leasehold operating intangibles are valued utilizing discounted cash flow projections that assume certain future revenues and costs over the remaining lease term. The value assigned to leasehold operating intangibles is amortized on a straight-line basis over the lease term. | |||||||||
Community purchase options are valued at the estimated value of the underlying community less the cost of the option payment discounted at current market rates.  Management contracts and other acquired contracts are valued at a multiple of management fees and operating income or are valued utilizing discounted cash flow projections that assume certain future revenues and costs over the remaining contract.  The assets are then amortized over the estimated term of the agreement. | |||||||||
Long-term debt assumed is recorded at fair market value based on the current market rates and collateral securing the indebtedness.  Any debt premium or discount recorded is amortized over the related debt maturity period. | |||||||||
Capital lease obligations are valued based on the present value of the minimum lease payments applying a discount rate equal to the Company's estimated incremental borrowing rate at the date of acquisition. | |||||||||
Deferred entrance fee revenue is valued at the estimated cost of providing services to residents over the terms of the current contracts to provide such services. Refundable entrance fees are valued at cost pursuant to the resident lease plus the resident's share of any appreciation of the community unit at the date of acquisition, if applicable. | |||||||||
A deferred tax liability is recognized at statutory rates for the difference between the book and tax bases of the acquired assets and liabilities. | |||||||||
The excess of the fair value of liabilities assumed and cash paid over the fair value of assets acquired is allocated to goodwill. | |||||||||
Contingent consideration is valued using a probability-weighted discounted cash flow model. | |||||||||
Deferred Costs | ' | ||||||||
Deferred Costs | |||||||||
Deferred financing and lease costs are recorded in other assets and amortized on a straight-line basis, which approximates the effective yield method, over the term of the related debt or lease. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||
The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
ASC 820 - Fair Value Measurement ("ASC 820") establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: | |||||||||
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||||||||
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||
Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. | |||||||||
The Company's derivative assets and liabilities include interest rate swaps and caps that effectively convert a portion of the Company's variable rate debt to fixed rate debt. The derivative positions are valued using models developed internally by the respective counterparty that use as their basis readily observable market parameters (such as forward yield curves) and are classified within Level 2 of the valuation hierarchy. The Company considers its own credit risk as well as the credit risk of its counterparties when evaluating the fair value of its derivatives. Any adjustments resulting from credit risk are recorded as a change in fair value of derivatives and amortization in the current period statement of operations. | |||||||||
The Company estimates the fair value of its long-term debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt with a carrying value of approximately $2.6 billion and $2.7 billion as of December 31, 2013 and 2012, respectively. Fair value approximated carrying value in both years. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company defines cash and cash equivalents as cash and investments with maturities of 90 days or less when purchased. | |||||||||
Cash and Escrow Deposits - Restricted | ' | ||||||||
Cash and Escrow Deposits – Restricted | |||||||||
Cash and escrow deposits – restricted consist principally of deposits required by certain lenders and lessors pursuant to the applicable agreement and consist of the following (dollars in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Real estate taxes | $ | 9,252 | $ | 11,502 | |||||
Tenant security deposits | 1,541 | 2,015 | |||||||
Insurance reserves | 11,226 | 12,892 | |||||||
Entrance fees | 6,264 | 4,159 | |||||||
Replacement reserve and other | 9,908 | 12,528 | |||||||
Subtotal | 38,191 | 43,096 | |||||||
Long term: | |||||||||
Insurance reserves | 11,227 | 5,188 | |||||||
Debt service and other deposits | 46,384 | 57,579 | |||||||
Subtotal | 57,611 | 62,767 | |||||||
Total | $ | 95,802 | $ | 105,863 | |||||
Accounts Receivable | ' | ||||||||
Accounts Receivable | |||||||||
Accounts receivable are reported net of an allowance for doubtful accounts, to represent the Company's estimate of the amount that ultimately will be realized in cash. The allowance for doubtful accounts was $17.7 million and $15.3 million as of December 31, 2013 and 2012, respectively.  The adequacy of the Company's allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance as necessary. | |||||||||
Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any, under reimbursement programs. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicare or Medicaid are accrued when assessed (without regard to when the assessment is paid or withheld).  Subsequent positive or negative adjustments to these accrued amounts are recorded in net revenues when known. | |||||||||
Property, Plant and Equipment and Leasehold Intangibles | ' | ||||||||
Property, Plant and Equipment and Leasehold Intangibles | |||||||||
Property, plant and equipment and leasehold intangibles, which include amounts recorded under capital leases, are recorded at cost.  Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||
Asset Category | Estimated | ||||||||
Useful Life | |||||||||
(in years) | |||||||||
Buildings and improvements | Â 40 | ||||||||
Furniture and equipment | 3 – 7 | ||||||||
Resident lease intangibles | 1 – 4 | ||||||||
Leasehold improvements | Shorter of the lease term or asset useful life | ||||||||
Leasehold operating intangibles | Shorter of the lease term or asset useful life | ||||||||
Assets under capital and financing leases | Shorter of the lease term or asset useful life | ||||||||
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over their estimated useful life, or if the renovations or improvements are made with respect to communities subject to an operating lease, over the shorter of the estimated useful life of the renovations or improvements, or the term of the | |||||||||
operating lease. Facility operating expense excludes depreciation and amortization directly attributable to the operation of the facility. | |||||||||
Long-lived assets (groups) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets held for use are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods and estimated capitalization rates. | |||||||||
Goodwill and Intangible Assets | ' | ||||||||
Goodwill and Intangible Assets | |||||||||
The Company follows ASC 350 - Goodwill and Other Intangible Assets, and tests goodwill for impairment annually or whenever indicators of impairment arise. The Company first assesses qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. | |||||||||
Acquired intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over their estimated useful lives and all intangible assets are reviewed for impairment if indicators of impairment arise. The evaluation of impairment for definite-lived intangibles is based upon a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the intangible asset to its carrying value, with any shortfall from fair value recognized as an expense in the current period. | |||||||||
Indefinite-lived intangible assets are not amortized but are tested for impairment annually during the fourth quarter or more frequently as required. The impairment test consists of a comparison of the estimated fair value of the indefinite-lived intangible asset with its carrying value. If the carrying amount exceeds its fair value, an impairment loss is recognized for that difference. | |||||||||
During 2013, 2012 and 2011, the Company performed its annual impairment review of goodwill and intangible assets and determined that no impairment charge was necessary. | |||||||||
Amortization of the Company's definite lived intangible assets is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||
Asset Category | Estimated | ||||||||
Useful Life | |||||||||
(in years) | |||||||||
Community purchase options | 40 | ||||||||
Other | 3 – 5 | ||||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation | |||||||||
The Company follows ASC 718 - Stock Compensation ("ASC 718") in accounting for its share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee's requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. | |||||||||
Certain of the Company's employee stock awards vest only upon the achievement of performance targets. ASC 718 requires recognition of compensation cost only when achievement of performance conditions is considered probable. Consequently, the Company's determination of the amount of stock compensation expense requires a significant level of judgment in estimating the probability of achievement of these performance targets. Additionally, the Company must make estimates regarding employee forfeitures in determining compensation expense. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |||||||||
Convertible Debt Instruments | ' | ||||||||
Convertible Debt Instruments | |||||||||
Convertible debt instruments are accounted for under FASB ASC Topic 470-20, Debt – Debt with Conversion and Other Options.  This guidance requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion, including partial cash settlement, to separately account for the liability (debt) and equity (conversion option) components of the instruments in a manner that reflects the issuer's estimated non-convertible debt borrowing rate. | |||||||||
Derivative Financial Instruments | ' | ||||||||
Derivative Financial Instruments | |||||||||
In the normal course of business, a variety of financial instruments are used to manage or hedge interest rate risk. The Company has entered into certain interest rate protection and swap agreements to effectively cap or convert floating rate debt to a fixed rate basis. All derivative instruments are recognized as either assets or liabilities in the consolidated balance sheets at fair value. The change in mark-to-market of the value of the derivative is recorded as an adjustment to income. | |||||||||
Derivative contracts are not entered into for trading or speculative purposes. Furthermore, the Company has a policy of only entering into contracts with major financial institutions based upon their credit rating and other factors.  Under certain circumstances, the Company may be required to replace a counterparty in the event that the counterparty does not maintain a specified credit rating. | |||||||||
Obligation to Provide Future Services | ' | ||||||||
Obligation to Provide Future Services | |||||||||
Annually, the Company calculates the present value of the net cost of future services and the use of communities to be provided to current residents of certain of its CCRCs and compares that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the net cost of future services and the use of communities exceeds the related anticipated revenues including non-refundable deferred revenue from entrance fees, a liability is recorded (obligation to provide future services and use of communities) with a corresponding charge to income. | |||||||||
Self-Insurance Liability Accruals | ' | ||||||||
Self-Insurance Liability Accruals | |||||||||
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a large-deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |||||||||
Investment in Unconsolidated Ventures | ' | ||||||||
Investment in Unconsolidated Ventures | |||||||||
In accordance with ASC 810, the general partner or managing member of a venture consolidates the venture unless the limited partners or other members have either (1)Â the substantive ability to dissolve the venture or otherwise | |||||||||
remove the general partner or managing member without cause or (2)Â substantive participating rights in significant decisions of the venture, including authorizing operating and capital decisions of the venture, including budgets, in the ordinary course of business. The Company has reviewed all ventures where it is the general partner or managing member and has determined that in all cases the limited partners or other members have substantive participating rights such as those set forth above and, therefore, no ventures are consolidated. | |||||||||
The Company's reported share of earnings is adjusted for the impact, if any, of basis differences between its carrying value of the equity investment and its share of the venture's underlying assets. The Company generally does not have future requirements to contribute additional capital over and above the original capital commitments, and therefore, the Company discontinues applying the equity method of accounting when its investment is reduced to zero barring an expectation of an imminent return to profitability. If the venture subsequently reports net income, the equity method of accounting is resumed only after the Company's share of that net income equals the share of net losses not recognized during the period the equity method was suspended. | |||||||||
When the majority equity partner in one of the Company's ventures sells its equity interest to a third party, the venture frequently refinances its senior debt and distributes the net proceeds to the equity partners. All distributions received by the Company are first recorded as a reduction of the Company's investment. Next, the Company records a liability for any contractual or implied future financial support to the venture including obligations in its role as a general partner. Any remaining distributions are recorded as the Company's share of earnings and return on investment in unconsolidated ventures in the consolidated statements of operations. | |||||||||
The Company evaluates realization of its investment in ventures accounted for using the equity method if circumstances indicate that the Company's investment is other than temporarily impaired. | |||||||||
Community Leases | ' | ||||||||
Community Leases | |||||||||
The Company, as lessee, makes a determination with respect to each of the community leases whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840 – Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred. For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. The asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term. | |||||||||
All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period. | |||||||||
Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases. | |||||||||
For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840.  If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of | |||||||||
total project costs related to construction in progress.  Once construction is complete, the Company considers the requirements under ASC 840-40 – Leases – Sale-Leaseback Transactions.  If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term. | |||||||||
Treasury Stock | ' | ||||||||
Treasury Stock | |||||||||
The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders' equity. | |||||||||
New Accounting Pronouncements | ' | ||||||||
New Accounting Pronouncements | |||||||||
In July 2013, the FASB issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 changes the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. These changes require an entity to present an unrecognized tax benefit as a liability in the financial statements if (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset to settle any additional income taxes that would result from the disallowance of a tax position. Otherwise, an unrecognized tax benefit is required to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance in ASU 2013-11 is effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not believe that the adoption of ASU 2013-11 will have a material impact on the consolidated financial statements or disclosures. | |||||||||
Reclassifications | ' | ||||||||
Reclassifications | |||||||||
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Cash and escrow deposits - restricted | ' | ||||||||
Cash and escrow deposits – restricted consist principally of deposits required by certain lenders and lessors pursuant to the applicable agreement and consist of the following (dollars in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Real estate taxes | $ | 9,252 | $ | 11,502 | |||||
Tenant security deposits | 1,541 | 2,015 | |||||||
Insurance reserves | 11,226 | 12,892 | |||||||
Entrance fees | 6,264 | 4,159 | |||||||
Replacement reserve and other | 9,908 | 12,528 | |||||||
Subtotal | 38,191 | 43,096 | |||||||
Long term: | |||||||||
Insurance reserves | 11,227 | 5,188 | |||||||
Debt service and other deposits | 46,384 | 57,579 | |||||||
Subtotal | 57,611 | 62,767 | |||||||
Total | $ | 95,802 | $ | 105,863 | |||||
Property, plant and equipment, useful lives | ' | ||||||||
Property, plant and equipment and leasehold intangibles, which include amounts recorded under capital leases, are recorded at cost.  Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||
Asset Category | Estimated | ||||||||
Useful Life | |||||||||
(in years) | |||||||||
Buildings and improvements | Â 40 | ||||||||
Furniture and equipment | 3 – 7 | ||||||||
Resident lease intangibles | 1 – 4 | ||||||||
Leasehold improvements | Shorter of the lease term or asset useful life | ||||||||
Leasehold operating intangibles | Shorter of the lease term or asset useful life | ||||||||
Assets under capital and financing leases | Shorter of the lease term or asset useful life | ||||||||
Definite lived intangible assets, useful lives | ' | ||||||||
Amortization of the Company's definite lived intangible assets is computed using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||
Asset Category | Estimated | ||||||||
Useful Life | |||||||||
(in years) | |||||||||
Community purchase options | 40 | ||||||||
Other | 3 – 5 |
Investment_in_Unconsolidated_V1
Investment in Unconsolidated Ventures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Investment in Unconsolidated Ventures [Abstract] | ' | ||||||||||||
Summarized financial data for investments in unconsolidated ventures | ' | ||||||||||||
Combined summarized financial information of the unconsolidated joint ventures accounted for using the equity method as of December 31, and for the years then ended are as follows (dollars in thousands): | |||||||||||||
Statement of Operations Data | 2013 | 2012 | 2011 | ||||||||||
Total revenue | $ | 251,002 | $ | 233,634 | $ | 134,852 | |||||||
Expense | |||||||||||||
Facility operating expense | 150,396 | 140,950 | 83,499 | ||||||||||
Depreciation and amortization | 64,244 | 49,142 | 23,923 | ||||||||||
Interest expense | 44,416 | 50,825 | 27,072 | ||||||||||
Other expense | 12,336 | 28,112 | 6,885 | ||||||||||
Total expense | 271,392 | 269,029 | 141,379 | ||||||||||
Other income | 5,881 | 123 | 108 | ||||||||||
Net loss | $ | (14,509 | ) | $ | (35,272 | ) | $ | (6,419 | ) | ||||
Balance Sheet Data | 2013 | 2012 | |||||||||||
Cash and cash equivalents | $ | 23,050 | $ | 16,578 | |||||||||
Property, plant and equipment, net | 1,094,353 | 1,073,610 | |||||||||||
Other | 143,000 | 148,960 | |||||||||||
Total assets | $ | 1,260,403 | $ | 1,239,148 | |||||||||
Accounts payable and accrued expenses | $ | 75,371 | $ | 66,841 | |||||||||
Long-term debt | 802,627 | 892,463 | |||||||||||
Members' equity | 382,405 | 279,844 | |||||||||||
Total liabilities and members' equity | $ | 1,260,403 | $ | 1,239,148 |
Property_Plant_and_Equipment_a1
Property, Plant and Equipment and Leasehold Intangibles, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract] | ' | ||||||||
Property, plant and equipment and leasehold intangibles, net | ' | ||||||||
As of December 31, 2013 and 2012, net property, plant and equipment and leasehold intangibles, which include assets under capital leases, consisted of the following (dollars in thousands): | |||||||||
2013 | 2012 | ||||||||
Land | $ | 302,444 | $ | 296,314 | |||||
Buildings and improvements | 3,508,693 | 3,391,667 | |||||||
Leasehold improvements | 59,948 | 60,186 | |||||||
Furniture and equipment | 623,352 | 541,585 | |||||||
Resident and leasehold operating intangibles | 435,012 | 441,603 | |||||||
Construction in progress | 88,309 | 75,419 | |||||||
Assets under capital and financing leases | 699,973 | 674,492 | |||||||
5,717,731 | 5,481,266 | ||||||||
Accumulated depreciation and amortization | (1,822,256 | ) | (1,601,289 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 3,895,475 | $ | 3,879,977 | |||||
Resident and Leasehold Operating Intangibles, Future Amortization Expense | ' | ||||||||
Future amortization expense for resident and leasehold operating intangibles is estimated to be as follows (dollars in thousands): | |||||||||
Year Ending December 31, | Future | ||||||||
Amortization | |||||||||
2014 | $ | 23,619 | |||||||
2015 | 21,927 | ||||||||
2016 | 20,452 | ||||||||
2017 | 13,586 | ||||||||
2018 | 6,555 | ||||||||
Thereafter | 8,136 | ||||||||
Total | $ | 94,275 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net [Abstract] | ' | ||||||||||||||||||||||||
Summary of changes in the carrying amount of goodwill | ' | ||||||||||||||||||||||||
The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 presented on an operating segment basis (dollars in thousands): | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Impairment and Other Charges | Carrying | Impairment and Other Charges | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Retirement Centers | $ | 7,642 | $ | (521 | ) | $ | 7,121 | $ | 7,642 | $ | (521 | ) | $ | 7,121 | |||||||||||
Assisted Living | 102,680 | (248 | ) | 102,432 | 102,680 | (248 | ) | 102,432 | |||||||||||||||||
Total | $ | 110,322 | $ | (769 | ) | $ | 109,553 | $ | 110,322 | $ | (769 | ) | $ | 109,553 | |||||||||||
Other intangible assets | ' | ||||||||||||||||||||||||
The following is a summary of other intangible assets at December 31, 2013 and 2012 (dollars in thousands): | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Community purchase options | $ | 147,610 | $ | (24,961 | ) | $ | 122,649 | $ | 147,610 | $ | (21,263 | ) | $ | 126,347 | |||||||||||
Health care licenses | 33,853 | — | 33,853 | 31,082 | — | 31,082 | |||||||||||||||||||
Other | 3,331 | (1,076 | ) | 2,255 | 2,585 | (72 | ) | 2,513 | |||||||||||||||||
Total | $ | 184,794 | $ | (26,037 | ) | $ | 158,757 | $ | 181,277 | $ | (21,335 | ) | $ | 159,942 | |||||||||||
Finite-Lived Intangible Assets, Future Amortization Expense | ' | ||||||||||||||||||||||||
Future amortization expense for intangible assets with definite lives is estimated to be as follows (dollars in thousands): | |||||||||||||||||||||||||
Year Ending December 31, | Future | ||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||
2014 | $ | 4,802 | |||||||||||||||||||||||
2015 | 4,730 | ||||||||||||||||||||||||
2016 | 3,799 | ||||||||||||||||||||||||
2017 | 3,711 | ||||||||||||||||||||||||
2018 | 3,702 | ||||||||||||||||||||||||
Thereafter | 104,160 | ||||||||||||||||||||||||
Total | $ | 124,904 |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Debt [Abstract] | ' | ||||||||||||
Schedule of debt | ' | ||||||||||||
Long-term debt, capital leases and financing obligations consist of the following (dollars in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Mortgage notes payable due 2014 through 2023; weighted average interest rate of 4.12% in 2013, net of debt premium of $1.3 million in 2013 and net of debt discount of $0.3 million in 2012 (weighted average interest rate of 4.62% in 2012) | $ | 2,037,649 | $ | 1,701,515 | |||||||||
$150,000 Series A notes payable, secured by five communities and by a $3.0 million cash collateral deposit, bearing interest at LIBOR plus 0.88%, payable in monthly installments of principal and interest through maturity in August 2013 | — | 144,384 | |||||||||||
Discount mortgage note payable due June 2013, net of debt discount of $1.0 million in 2012 (weighted average interest rate of 2.56% in 2012) | — | 80,533 | |||||||||||
Variable rate tax-exempt bonds credit-enhanced by Fannie Mae (weighted average interest rate of 1.65% in 2012), due 2032, payable in monthly installments of principal and interest through maturity, secured by the underlying assets of the portfolio | — | 99,847 | |||||||||||
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.14% in 2013 (weighted average interest rate of 8.16% in 2012) | 299,824 | 319,745 | |||||||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $54.8 million and $65.0 million in 2013 and 2012, respectively, interest at 2.75% per annum, due June 2018 | 261,443 | 251,312 | |||||||||||
Construction financing due 2017 through 2027; weighted average interest rate of 6.22% in 2013 (weighted average interest rate of 8.0% in 2012) | 4,476 | 1,280 | |||||||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.65% in 2013 (weighted average interest rate of 2.81% in 2012), due 2014 | 3,186 | 753 | |||||||||||
Total debt | 2,606,578 | 2,599,369 | |||||||||||
Less current portion | 201,954 | 509,543 | |||||||||||
Total long-term debt | $ | 2,404,624 | $ | 2,089,826 | |||||||||
Annual aggregate scheduled maturities of long-term debt obligations outstanding | ' | ||||||||||||
The annual aggregate scheduled maturities of long-term debt obligations outstanding as of December 31, 2013 are as follows (dollars in thousands): | |||||||||||||
Year Ending December 31, | Long-term | Capital and | Total Debt | ||||||||||
Debt | Financing | ||||||||||||
Lease | |||||||||||||
Obligations | |||||||||||||
2014 | $ | 179,115 | $ | 56,157 | $ | 235,272 | |||||||
2015 | 37,687 | 54,853 | 92,540 | ||||||||||
2016 | 70,725 | 47,710 | 118,435 | ||||||||||
2017 | 372,162 | 75,620 | 447,782 | ||||||||||
2018 | 783,047 | 35,545 | 818,592 | ||||||||||
Thereafter | 917,546 | 182,572 | 1,100,118 | ||||||||||
Total obligations | 2,360,282 | 452,457 | 2,812,739 | ||||||||||
Less amount representing debt discount | (53,528 | ) | — | (53,528 | ) | ||||||||
Less amount representing interest (8.14%) | — | (152,633 | ) | (152,633 | ) | ||||||||
Total | $ | 2,306,754 | $ | 299,824 | $ | 2,606,578 | |||||||
Interest expense associated with the convertible notes | ' | ||||||||||||
The interest expense associated with the Notes (excluding amortization of the associated deferred financing costs) was as follows (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Coupon interest | $ | 8,697 | $ | 8,697 | $ | 4,759 | |||||||
Amortization of discount | 10,131 | 9,415 | 4,456 | ||||||||||
Interest expense related to convertible notes | $ | 18,828 | $ | 18,112 | $ | 9,215 | |||||||
Summary of swap and cap instruments | ' | ||||||||||||
The following table summarizes the Company's swap instrument at December 31, 2013 (dollars in thousands): | |||||||||||||
Current notional balance | $ | 26,972 | |||||||||||
Fixed rate | 5.49 | % | |||||||||||
Maturity date | 2016 | ||||||||||||
Estimated liability fair value (included in other liabilities at December 31, 2013) | $ | (1,246 | ) | ||||||||||
Estimated liability fair value (included in other liabilities at December 31, 2012) | $ | (1,833 | ) | ||||||||||
The following table summarizes the Company's cap instruments at December 31, 2013 (dollars in thousands): | |||||||||||||
Current notional balance | $ | 703,213 | |||||||||||
Weighted average fixed cap rate | 4.69 | % | |||||||||||
Earliest maturity date | 2017 | ||||||||||||
Latest maturity date | 2018 | ||||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2013) | $ | 3,751 | |||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2012) | $ | 495 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following components as of December 31, (dollars in thousands): | |||||||||
2013 | 2012 | ||||||||
Salaries and wages | $ | 76,278 | $ | 71,567 | |||||
Insurance reserves | 31,293 | 37,717 | |||||||
Real estate taxes | 25,763 | 22,178 | |||||||
Vacation | 25,715 | 24,697 | |||||||
Lease payable | 9,751 | 8,915 | |||||||
Interest | 7,270 | 7,644 | |||||||
Taxes payable | 1,477 | 2,469 | |||||||
Other | 31,932 | 25,708 | |||||||
Total | $ | 209,479 | $ | 200,895 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||
Summary of facility operating leases | ' | ||||||||||||
A summary of facility lease expense and the impact of straight-line adjustment and amortization of deferred gains are as follows (dollars in thousands): | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Cash basis payment | $ | 278,504 | $ | 281,729 | $ | 270,623 | |||||||
Straight-line expense | 2,597 | 6,668 | 8,608 | ||||||||||
Amortization of deferred gain | (4,372 | ) | (4,372 | ) | (4,373 | ) | |||||||
Facility lease expense | $ | 276,729 | $ | 284,025 | $ | 274,858 | |||||||
Future minimum operating lease payments | ' | ||||||||||||
The aggregate amounts of all future minimum operating lease payments, including community and office leases, as of December 31, 2013, are as follows (dollars in thousands): | |||||||||||||
Year Ending December 31, | Operating | ||||||||||||
Leases | |||||||||||||
2014 | $ | 279,011 | |||||||||||
2015 | 274,338 | ||||||||||||
2016 | 270,833 | ||||||||||||
2017 | 254,088 | ||||||||||||
2018 | 237,477 | ||||||||||||
Thereafter | 597,771 | ||||||||||||
Total | $ | 1,913,518 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Restricted stock awards | ' | ||||||||||||
The following table sets forth information about the Company's restricted stock awards (excluding restricted stock units) (amounts in thousands): | |||||||||||||
Number of Shares | Weighted | ||||||||||||
Average | |||||||||||||
Grant Date Fair Value | |||||||||||||
Outstanding on January 1, 2011 | 3,540 | $ | 14.76 | ||||||||||
Granted | 2,091 | $ | 16.2 | ||||||||||
Vested | (1,207 | ) | $ | 16.43 | |||||||||
Cancelled/forfeited | (202 | ) | $ | 15.34 | |||||||||
Outstanding on December 31, 2011 | 4,222 | $ | 14.93 | ||||||||||
Granted | 1,592 | $ | 19.2 | ||||||||||
Vested | (1,435 | ) | $ | 14.28 | |||||||||
Cancelled/forfeited | (427 | ) | $ | 15.62 | |||||||||
Outstanding on December 31, 2012 | 3,952 | $ | 16.67 | ||||||||||
Granted | 1,328 | $ | 26.98 | ||||||||||
Vested | (1,455 | ) | $ | 15.08 | |||||||||
Cancelled/forfeited | (452 | ) | $ | 18.87 | |||||||||
Outstanding on December 31, 2013 | 3,373 | $ | 21.12 | ||||||||||
Current year grants of restricted shares and restricted stock units | ' | ||||||||||||
Current year grants of restricted shares under the Company's Omnibus Stock Incentive Plan were as follows (amounts in thousands except for value per share): | |||||||||||||
Shares Granted | Value Per Share | Total Value | |||||||||||
Three months ended March 31, 2013 | 1,036 | $ | 25.32 – $27.36 | $ | 27,858 | ||||||||
Three months ended June 30, 2013 | 156 | $ | 26.85 − $27.50 | $ | 4,216 | ||||||||
Three months ended September 30, 2013 | 50 | $ | 26.84 − $29.20 | $ | 1,445 | ||||||||
Three months ended December 31, 2013 | 86 | $ | 26.92 − $27.21 | $ | 2,313 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair value of derivative liabilities and marketable securities | ' | ||||||||||||||||
The following table provides the Company's derivative assets and liabilities carried at fair value as measured on a recurring basis as of December 31, 2013 (dollars in thousands): | |||||||||||||||||
Total Carrying | Quoted prices | Significant | Significant | ||||||||||||||
Value at | in active | other | unobservable | ||||||||||||||
December 31, | markets | observable | inputs | ||||||||||||||
2013 | (Level 1) | inputs | (Level 3) | ||||||||||||||
(Level 2) | |||||||||||||||||
Derivative assets | $ | 3,751 | $ | — | $ | 3,751 | $ | — | |||||||||
Derivative liabilities | (1,246 | ) | — | (1,246 | ) | — | |||||||||||
$ | 2,505 | $ | — | $ | 2,505 | $ | — |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income tax expense (benefit) | ' | ||||||||||||
The provision for income taxes is comprised of the following (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current | $ | (312 | ) | $ | 193 | $ | 631 | ||||||
Deferred | 183 | 347 | (383 | ) | |||||||||
Total Federal | (129 | ) | 540 | 248 | |||||||||
State: | |||||||||||||
Current | (1,627 | ) | (2,059 | ) | (2,028 | ) | |||||||
Deferred (included in Federal above) | — | — | — | ||||||||||
Total State | (1,627 | ) | (2,059 | ) | (2,028 | ) | |||||||
Total | $ | (1,756 | ) | $ | (1,519 | ) | $ | (1,780 | ) | ||||
Reconciliation of the benefit for income taxes to the amount computed at the U.S. Federal statutory rate | ' | ||||||||||||
A reconciliation of the provision for income taxes to the amount computed at the U.S. Federal statutory rate of 35% is as follows (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Tax benefit at U.S. statutory rate | $ | 640 | $ | 22,945 | $ | 23,545 | |||||||
Credits | 9,757 | — | 4,803 | ||||||||||
Valuation allowance | (7,097 | ) | (24,138 | ) | (30,489 | ) | |||||||
Return to provision | (2,568 | ) | (225 | ) | (1,302 | ) | |||||||
State taxes, net of federal income tax | (985 | ) | 1,258 | 1,373 | |||||||||
Officer's compensation | (724 | ) | (922 | ) | (760 | ) | |||||||
Meals and entertainment | (496 | ) | (486 | ) | (430 | ) | |||||||
Expired charitable | (126 | ) | — | — | |||||||||
Lobbying and political | (89 | ) | — | — | |||||||||
Other, net | (65 | ) | 122 | 59 | |||||||||
Unrecognized tax benefits | (3 | ) | 193 | 630 | |||||||||
(Loss) gain on acquisition | — | (266 | ) | 791 | |||||||||
Total | $ | (1,756 | ) | $ | (1,519 | ) | $ | (1,780 | ) | ||||
Components of deferred tax assets and liabilities | ' | ||||||||||||
 Significant components of the Company's deferred tax assets and liabilities at December 31 are as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Operating loss carryforwards | $ | 150,755 | $ | 169,792 | |||||||||
Accrued expenses | 54,400 | 51,124 | |||||||||||
Prepaid revenue | 53,228 | 55,386 | |||||||||||
Deferred lease liability | 49,864 | 46,541 | |||||||||||
Capital lease obligations | 39,748 | 52,720 | |||||||||||
Tax credits | 32,673 | 20,551 | |||||||||||
Deferred gain on sale leaseback | 8,673 | 10,127 | |||||||||||
Total gross deferred income tax asset | 389,341 | 406,241 | |||||||||||
Valuation allowance | (72,366 | ) | (65,269 | ) | |||||||||
Net deferred income tax assets | 316,975 | 340,972 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property, plant and equipment | (374,431 | ) | (415,354 | ) | |||||||||
Other | (6,200 | ) | (8,428 | ) | |||||||||
Total gross deferred income tax liability | (380,631 | ) | (423,782 | ) | |||||||||
Net deferred tax liability | $ | (63,656 | ) | $ | (82,810 | ) | |||||||
Reconciliation of net deferred tax liability to the consolidated balance sheets | ' | ||||||||||||
 Significant components of the Company's deferred tax assets and liabilities at December 31 are as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Operating loss carryforwards | $ | 150,755 | $ | 169,792 | |||||||||
Accrued expenses | 54,400 | 51,124 | |||||||||||
Prepaid revenue | 53,228 | 55,386 | |||||||||||
Deferred lease liability | 49,864 | 46,541 | |||||||||||
Capital lease obligations | 39,748 | 52,720 | |||||||||||
Tax credits | 32,673 | 20,551 | |||||||||||
Deferred gain on sale leaseback | 8,673 | 10,127 | |||||||||||
Total gross deferred income tax asset | 389,341 | 406,241 | |||||||||||
Valuation allowance | (72,366 | ) | (65,269 | ) | |||||||||
Net deferred income tax assets | 316,975 | 340,972 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property, plant and equipment | (374,431 | ) | (415,354 | ) | |||||||||
Other | (6,200 | ) | (8,428 | ) | |||||||||
Total gross deferred income tax liability | (380,631 | ) | (423,782 | ) | |||||||||
Net deferred tax liability | $ | (63,656 | ) | $ | (82,810 | ) | |||||||
A reconciliation of the net deferred tax liability to the consolidated balance sheets at December 31 is as follows (dollars in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax asset – current | $ | 17,643 | $ | 13,377 | |||||||||
Deferred tax liability – noncurrent | (81,299 | ) | (96,187 | ) | |||||||||
Net deferred tax liability | $ | (63,656 | ) | $ | (82,810 | ) | |||||||
Reconciliation of the unrecognized tax benefits | ' | ||||||||||||
A reconciliation of the unrecognized tax benefits for the year 2013 is as follows (dollars in thousands): | |||||||||||||
Balance at January 1, 2013 | $ | 1,245 | |||||||||||
Additions for tax positions related to the current year | 53 | ||||||||||||
Additions for tax positions related to prior years | 414 | ||||||||||||
Reductions for tax positions related to prior years | (156 | ) | |||||||||||
Balance at December 31, 2013 | $ | 1,556 |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ||||||||||||
Supplemental cash flow information | ' | ||||||||||||
(dollars in thousands) | For the Years Ended | ||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Interest paid | $ | 123,036 | $ | 130,009 | $ | 125,047 | |||||||
Income taxes paid | $ | 2,283 | $ | 2,658 | $ | 2,431 | |||||||
Write-off of deferred financing costs | $ | 763 | $ | 744 | $ | 2,080 | |||||||
Acquisitions of assets, net of related payables and cash received, net: | |||||||||||||
Cash and escrow deposits—restricted | $ | 466 | $ | 2,169 | $ | — | |||||||
Prepaid expenses and other current assets | (1,265 | ) | (2,817 | ) | — | ||||||||
Property, plant and equipment and leasehold intangibles, net | 99,657 | 257,772 | 80,514 | ||||||||||
Other intangible assets, net | 3,517 | 9,575 | 4,244 | ||||||||||
Other assets, net | 1,611 | (7,327 | ) | 3,955 | |||||||||
Accrued expenses | (5,169 | ) | (573 | ) | (31 | ) | |||||||
Other liabilities | — | 3,601 | — | ||||||||||
Long-term debt | (64,131 | ) | 10,123 | — | |||||||||
Net | $ | 34,686 | $ | 272,523 | $ | 88,682 | |||||||
Purchase of Horizon Bay Realty, L.L.C., net of cash acquired: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | — | $ | — | $ | 8,132 | |||||||
Cash and escrow deposits—restricted | — | — | 10,702 | ||||||||||
Accounts receivable, net | — | — | 2,479 | ||||||||||
Long-term debt | — | — | (1,821 | ) | |||||||||
Accrued expenses | — | — | (15,141 | ) | |||||||||
Other liabilities | — | — | (6,347 | ) | |||||||||
Common stock | — | — | (1 | ) | |||||||||
Additional paid-in-capital | — | — | (1,537 | ) | |||||||||
Accumulated earnings | — | — | (1,982 | ) | |||||||||
Net | $ | — | $ | — | $ | (5,516 | ) | ||||||
Reinvested income on marketable securities – restricted | $ | — | $ | 1,156 | $ | 1,426 | |||||||
Supplemental Schedule of Noncash Operating, Investing and Financing Activities: | |||||||||||||
Capital leases: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | — | $ | 13,852 | $ | — | |||||||
Long-term debt | — | (13,852 | ) | — | |||||||||
Net | $ | — | $ | — | $ | — |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Information [Abstract] | ' | ||||||||||||
Schedule of segment reporting infomration | ' | ||||||||||||
The following table sets forth selected segment financial and operating data (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Revenue(1): | |||||||||||||
Retirement Centers | $ | 526,284 | $ | 503,902 | $ | 473,842 | |||||||
Assisted Living | 1,051,868 | 1,013,337 | 964,585 | ||||||||||
CCRCs - Rental | 396,975 | 385,479 | 364,095 | ||||||||||
CCRCs - Entry Fee | 297,756 | 285,701 | 282,020 | ||||||||||
Brookdale Ancillary Services | 242,150 | 224,517 | 205,780 | ||||||||||
Management Services(2) | 376,933 | 355,802 | 166,161 | ||||||||||
$ | 2,891,966 | $ | 2,768,738 | $ | 2,456,483 | ||||||||
Segment Operating Income(3): | |||||||||||||
Retirement Centers | $ | 222,282 | $ | 205,585 | $ | 198,439 | |||||||
Assisted Living | 389,678 | 361,184 | 339,928 | ||||||||||
CCRCs - Rental | 109,026 | 106,063 | 116,849 | ||||||||||
CCRCs - Entry Fee | 76,393 | 61,405 | 68,550 | ||||||||||
Brookdale Ancillary Services | 45,709 | 47,780 | 57,985 | ||||||||||
Management Services | 31,125 | 30,786 | 13,595 | ||||||||||
874,213 | 812,803 | 795,346 | |||||||||||
General and administrative (including non-cash stock-based compensation expense) | 184,548 | 178,829 | 148,327 | ||||||||||
Facility lease expense: | |||||||||||||
Retirement Centers | 91,258 | 102,273 | 106,515 | ||||||||||
Assisted Living | 123,980 | 123,128 | 116,934 | ||||||||||
CCRCs - Rental | 48,809 | 47,238 | 39,997 | ||||||||||
CCRCs - Entry Fee | 7,470 | 7,214 | 7,435 | ||||||||||
Brookdale Ancillary Services | — | — | — | ||||||||||
Corporate and Management Services | 5,212 | 4,172 | 3,977 | ||||||||||
Depreciation and amortization: | |||||||||||||
Retirement Centers | 64,353 | 61,060 | 60,275 | ||||||||||
Assisted Living | 85,337 | 81,801 | 82,843 | ||||||||||
CCRCs - Rental | 30,957 | 31,205 | 30,776 | ||||||||||
CCRCs - Entry Fee | 55,842 | 52,840 | 54,794 | ||||||||||
Brookdale Ancillary Services | 3,023 | 2,220 | 1,699 | ||||||||||
Corporate and Management Services | 29,245 | 23,155 | 38,119 | ||||||||||
Asset impairment | 12,891 | 27,677 | 16,892 | ||||||||||
Loss (gain) on acquisition | — | 636 | (1,982 | ) | |||||||||
Gain on facility lease termination | — | (11,584 | ) | — | |||||||||
Income from operations | $ | 131,288 | $ | 80,939 | $ | 88,745 | |||||||
Total interest expense: | |||||||||||||
Retirement Centers | $ | 31,286 | $ | 29,025 | $ | 28,444 | |||||||
Assisted Living | 51,410 | 57,634 | 58,453 | ||||||||||
CCRCs - Rental | 17,512 | 17,336 | 15,324 | ||||||||||
CCRCs - Entry Fee | 11,911 | 13,792 | 20,316 | ||||||||||
Brookdale Ancillary Services | — | — | — | ||||||||||
Corporate and Management Services | 25,280 | 28,996 | 19,641 | ||||||||||
$ | 137,399 | $ | 146,783 | $ | 142,178 | ||||||||
Total expenditures for property, plant and equipment, and leasehold intangibles: | |||||||||||||
Retirement Centers | $ | 63,519 | $ | 58,876 | $ | 45,891 | |||||||
Assisted Living | 95,829 | 68,675 | 43,955 | ||||||||||
CCRCs - Rental | 27,134 | 21,916 | 20,615 | ||||||||||
CCRCs - Entry Fee | 43,019 | 24,890 | 16,255 | ||||||||||
Brookdale Ancillary Services | 1,855 | 6,037 | 2,715 | ||||||||||
Corporate and Management Services | 26,171 | 28,018 | 30,700 | ||||||||||
$ | 257,527 | $ | 208,412 | $ | 160,131 | ||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Total assets: | |||||||||||||
Retirement Centers | $ | 1,258,294 | $ | 1,269,125 | |||||||||
Assisted Living | 1,514,385 | 1,457,979 | |||||||||||
CCRCs - Rental | 499,873 | 538,263 | |||||||||||
CCRCs - Entry Fee | 960,708 | 956,658 | |||||||||||
Brookdale Ancillary Services | 94,986 | 90,357 | |||||||||||
Corporate and Management Services | 409,511 | 394,386 | |||||||||||
$ | 4,737,757 | $ | 4,706,768 | ||||||||||
-1 | All revenue is earned from external third parties in the United States. | ||||||||||||
-2 | Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities. | ||||||||||||
-3 | Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). |
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Results of Operations (Unaudited) [Abstract] | ' | ||||||||||||||||
Quarterly results of operations | ' | ||||||||||||||||
The following is a summary of quarterly results of operations for each of the fiscal quarters in 2013 and 2012 (in thousands, except per share amounts): | |||||||||||||||||
For the Quarters Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenues | $ | 712,266 | $ | 716,468 | $ | 728,999 | $ | 734,233 | |||||||||
Asset impairment | — | 2,154 | 504 | 10,233 | |||||||||||||
Income from operations | 38,687 | 28,435 | 33,983 | 30,183 | |||||||||||||
Income (loss) before income taxes | 4,706 | (4,036 | ) | (7 | ) | (2,491 | ) | ||||||||||
Net income (loss) | 3,558 | (5,200 | ) | (967 | ) | (975 | ) | ||||||||||
Weighted average basic earnings (loss) per share | 0.03 | (0.04 | ) | (0.01 | ) | (0.01 | ) | ||||||||||
Weighted average diluted earnings (loss) per share | $ | 0.03 | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
For the Quarters Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||||||
Revenues | $ | 682,708 | $ | 690,473 | $ | 696,145 | $ | 699,412 | |||||||||
Asset impairment | 1,083 | 7,246 | — | 19,348 | |||||||||||||
Income from operations | 26,523 | 18,528 | 24,269 | 11,619 | |||||||||||||
Loss before income taxes | (9,614 | ) | (18,133 | ) | (11,469 | ) | (25,732 | ) | |||||||||
Net loss | (10,544 | ) | (19,015 | ) | (12,216 | ) | (24,692 | ) | |||||||||
Weighted average basic and diluted loss per share | $ | (0.09 | ) | $ | (0.16 | ) | $ | (0.10 | ) | $ | (0.20 | ) | |||||
Description_of_Business_and_Or1
Description of Business and Organization (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 05, 2005 | Jun. 28, 2005 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 5,000,000 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 5,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue Recognition [Abstract] | ' | ' |
Term of residency agreements - minimum (in days) | '30 days | ' |
Term of residency agreements - maximum (in years) | '1 year | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, current | $38,191,000 | $43,096,000 |
Cash and escrow deposits - restricted, long term | 57,611,000 | 62,767,000 |
Cash and escrow deposits - restricted, total | 95,802,000 | 105,863,000 |
Accounts Receivable [Abstract] | ' | ' |
Allowance for doubtful accounts | 17,700,000 | 15,300,000 |
Weighted Average [Member] | Community Purchase Options [Member] | ' | ' |
Finite lived intangible assets - useful lives [Abstract] | ' | ' |
Estimated Useful Life (in years) | '40 years | ' |
Minimum [Member] | Other Intangible Assets [Abstract] | ' | ' |
Finite lived intangible assets - useful lives [Abstract] | ' | ' |
Estimated Useful Life (in years) | '3 years | ' |
Maximum [Member] | Other Intangible Assets [Abstract] | ' | ' |
Finite lived intangible assets - useful lives [Abstract] | ' | ' |
Estimated Useful Life (in years) | '5 years | ' |
Buildings and Improvements [Member] | Weighted Average [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | '40 years | ' |
Furniture and Equipment [Member] | Minimum [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | '3 years | ' |
Furniture and Equipment [Member] | Maximum [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | '7 years | ' |
Resident lease intangibles [Member] | Minimum [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | '1 year | ' |
Resident lease intangibles [Member] | Maximum [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | '4 years | ' |
Leasehold Improvements [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | 'Shorter of the lease term or asset useful life | ' |
Leasehold Operating Intangibles [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | 'Shorter of the lease term or asset useful life | ' |
Assets Under Capital and Financing Leases [Member] | ' | ' |
Estimated useful life of property, plant and equipment [Abstract] | ' | ' |
Estimated Useful Life (in years) | 'Shorter of the lease term or asset useful life | ' |
Real estate taxes [Member] | ' | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, current | 9,252,000 | 11,502,000 |
Tenant security deposits [Member] | ' | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, current | 1,541,000 | 2,015,000 |
Insurance reserves [Member] | ' | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, current | 11,226,000 | 12,892,000 |
Cash and escrow deposits - restricted, long term | 11,227,000 | 5,188,000 |
Entrance fees [Member] | ' | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, current | 6,264,000 | 4,159,000 |
Replacement reserve and other [Member] | ' | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, current | 9,908,000 | 12,528,000 |
Debt service and other deposits [Member] | ' | ' |
Cash and escrow deposits - restricted [Line Items] | ' | ' |
Cash and escrow deposits - restricted, long term | 46,384,000 | 57,579,000 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | ' | ' |
Fair value of financial instruments [Abstract] | ' | ' |
Debt at carrying value | 2,600,000,000 | 2,700,000,000 |
Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' |
Fair value of financial instruments [Abstract] | ' | ' |
Fair value of debt | $2,600,000,000 | $2,700,000,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data in Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restricted Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3.9 | 4.5 | 3.9 |
Convertible Debt Securities [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 13.8 | ' | ' |
Principal | 316,300 | ' | ' |
Debt Instrument Convertible Maximum Number Of Equity Instrument | 3 | ' | ' |
Warrant [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 10.8 | ' | ' |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 02, 2012 | Dec. 31, 2012 | Feb. 02, 2012 | |
Entrance Fee CCRC, Previously Managed [Member] | Assisted Living Community [Member] | Seven Assisted Living Communities [Member] | Previously Managed Communities [Member] | Assisted Living Community Acquisition with New Mortgage Issuance [Member] | Acquisition of Nine Communities [Member] | Acquisition of Twelve Communities [Member] | Home Health Agencies [Member] | Home Health Agencies [Member] | Communities sold [Member] | Communities sold [Member] | First Mortgage Financing [Member] | First Mortgage Financing [Member] | Seller-financing [Member] | Seller-financing [Member] | ||||
Community | Community | Community | Community | Community | Community | Community | Community | Community | Community | Community | Community | Community | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of communities purchased or sold | ' | ' | ' | 1 | 1 | 7 | ' | ' | 9 | 12 | 2 | 4 | 4 | 1 | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | $15,400,000 | $2,400,000 | $80,900,000 | ' | ' | $121,300,000 | $162,100,000 | $2,600,000 | $7,000,000 | ' | ' | ' | ' | ' | ' |
Acquisition purchase price, amount financed | ' | ' | ' | ' | ' | 60,800,000 | 52,700,000 | 8,100,000 | ' | ' | ' | ' | ' | ' | 77,900,000 | ' | 15,000,000 | ' |
Number of communities securing acquisition financing | ' | ' | ' | ' | ' | ' | 6 | 1 | ' | ' | ' | ' | ' | ' | ' | 7 | ' | 2 |
Gain on facility lease termination | 0 | -11,584,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate selling price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,200,000 | $8,900,000 | ' | ' | ' | ' |
Investment_in_Unconsolidated_V2
Investment in Unconsolidated Ventures (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Expense [Abstract] | ' | ' | ' | ' |
Total operating expense | $2,760,678 | $2,687,799 | $2,367,738 | ' |
Other income | 1,339 | 4,012 | 3,538 | ' |
Balance Sheet Data [Abstract] | ' | ' | ' | ' |
Cash and cash equivalents | 58,511 | 69,240 | 30,836 | 81,827 |
Property, plant and equipment, net | 3,895,475 | 3,879,977 | ' | ' |
Other | 177,396 | 154,105 | ' | ' |
Total assets | 4,737,757 | 4,706,768 | ' | ' |
Long-term debt | 2,404,624 | 2,089,826 | ' | ' |
Total liabilities and stockholders' equity | 4,737,757 | 4,706,768 | ' | ' |
Investment in Unconsolidated Ventures [Member] | ' | ' | ' | ' |
Statement of Operations Data [Abstract] | ' | ' | ' | ' |
Total revenue | 251,002 | 233,634 | 134,852 | ' |
Expense [Abstract] | ' | ' | ' | ' |
Facility operating expense | 150,396 | 140,950 | 83,499 | ' |
Depreciation and amortization | 64,244 | 49,142 | 23,923 | ' |
Interest expense | 44,416 | 50,825 | 27,072 | ' |
Other expense | 12,336 | 28,112 | 6,885 | ' |
Total operating expense | 271,392 | 269,029 | 141,379 | ' |
Other income | 5,881 | 123 | 108 | ' |
Net loss | -14,509 | -35,272 | -6,419 | ' |
Balance Sheet Data [Abstract] | ' | ' | ' | ' |
Cash and cash equivalents | 23,050 | 16,578 | ' | ' |
Property, plant and equipment, net | 1,094,353 | 1,073,610 | ' | ' |
Other | 143,000 | 148,960 | ' | ' |
Total assets | 1,260,403 | 1,239,148 | ' | ' |
Accounts payable and accrued expenses | 75,371 | 66,841 | ' | ' |
Long-term debt | 802,627 | 892,463 | ' | ' |
Members' equity | 382,405 | 279,844 | ' | ' |
Total liabilities and stockholders' equity | $1,260,403 | $1,239,148 | ' | ' |
Investment In Unconsolidated Ventures, 10 Percent Interest [Member] | ' | ' | ' | ' |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | ' | ' | ' | ' |
Percentage ownership in unconsolidated joint ventures | 10.00% | ' | ' | ' |
Equity Method Investment Additional Information, Number of Communities Owned | 20 | ' | ' | ' |
Investment In Unconsolidated Ventures, 20 Percent Interest [Member] | ' | ' | ' | ' |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | ' | ' | ' | ' |
Percentage ownership in unconsolidated joint ventures | 20.00% | ' | ' | ' |
Equity Method Investment Additional Information, Number of Communities Owned | 15 | ' | ' | ' |
Property_Plant_and_Equipment_a2
Property, Plant and Equipment and Leasehold Intangibles, Net (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | $5,717,731,000 | ' | ' | ' | $5,481,266,000 | ' | ' | ' | $5,717,731,000 | $5,481,266,000 | ' |
Accumulated depreciation and amortization | -1,822,256,000 | ' | ' | ' | -1,601,289,000 | ' | ' | ' | -1,822,256,000 | -1,601,289,000 | ' |
Property, plant and equipment and leasehold intangibles, net | 3,895,475,000 | ' | ' | ' | 3,879,977,000 | ' | ' | ' | 3,895,475,000 | 3,879,977,000 | ' |
Impaired Long-Lived Assets Held and Used [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset impairment, non-cash charge | 10,233,000 | 504,000 | 2,154,000 | 0 | 19,348,000 | 0 | 7,246,000 | 1,083,000 | 12,891,000 | 27,677,000 | 16,892,000 |
Depreciation and amortization expense on property, plant and equipment and leasehold intangibles | ' | ' | ' | ' | ' | ' | ' | ' | 264,100,000 | 248,500,000 | 247,100,000 |
Resident And Leasehold Operating Intangibles Future Amortization Expense [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 23,619,000 | ' | ' | ' | ' | ' | ' | ' | 23,619,000 | ' | ' |
2015 | 21,927,000 | ' | ' | ' | ' | ' | ' | ' | 21,927,000 | ' | ' |
2016 | 20,452,000 | ' | ' | ' | ' | ' | ' | ' | 20,452,000 | ' | ' |
2017 | 13,586,000 | ' | ' | ' | ' | ' | ' | ' | 13,586,000 | ' | ' |
2018 | 6,555,000 | ' | ' | ' | ' | ' | ' | ' | 6,555,000 | ' | ' |
Thereafter | 8,136,000 | ' | ' | ' | ' | ' | ' | ' | 8,136,000 | ' | ' |
Total | 94,275,000 | ' | ' | ' | ' | ' | ' | ' | 94,275,000 | ' | ' |
Land [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 302,444,000 | ' | ' | ' | 296,314,000 | ' | ' | ' | 302,444,000 | 296,314,000 | ' |
Buildings and Improvements [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 3,508,693,000 | ' | ' | ' | 3,391,667,000 | ' | ' | ' | 3,508,693,000 | 3,391,667,000 | ' |
Leasehold Improvements [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 59,948,000 | ' | ' | ' | 60,186,000 | ' | ' | ' | 59,948,000 | 60,186,000 | ' |
Furniture and Equipment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 623,352,000 | ' | ' | ' | 541,585,000 | ' | ' | ' | 623,352,000 | 541,585,000 | ' |
Resident and Leasehold Operating Intangibles [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 435,012,000 | ' | ' | ' | 441,603,000 | ' | ' | ' | 435,012,000 | 441,603,000 | ' |
Construction in Progress [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 88,309,000 | ' | ' | ' | 75,419,000 | ' | ' | ' | 88,309,000 | 75,419,000 | ' |
Assets Under Capital and Financing Leases [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment and leasehold intangibles gross | $699,973,000 | ' | ' | ' | $674,492,000 | ' | ' | ' | $699,973,000 | $674,492,000 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, Net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | $110,322,000 | $110,322,000 | ' |
Accumulated Impairment and Other Charges | -769,000 | -769,000 | ' |
Net | 109,553,000 | 109,553,000 | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 184,794,000 | 181,277,000 | ' |
Accumulated Amortization | -26,037,000 | -21,335,000 | ' |
Net | 158,757,000 | 159,942,000 | ' |
Amortization expense related to definite-lived intangible assets | 4,700,000 | 3,800,000 | 21,300,000 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ' | ' | ' |
2014 | 4,802,000 | ' | ' |
2015 | 4,730,000 | ' | ' |
2016 | 3,799,000 | ' | ' |
2017 | 3,711,000 | ' | ' |
2018 | 3,702,000 | ' | ' |
Thereafter | 104,160,000 | ' | ' |
Total | 124,904,000 | ' | ' |
Community Purchase Options [Member] | ' | ' | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 147,610,000 | 147,610,000 | ' |
Accumulated Amortization | -24,961,000 | -21,263,000 | ' |
Net | 122,649,000 | 126,347,000 | ' |
Other Intangible Assets [Member] | ' | ' | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 3,331,000 | 2,585,000 | ' |
Accumulated Amortization | -1,076,000 | -72,000 | ' |
Net | 2,255,000 | 2,513,000 | ' |
Health Care Licenses [Member] | ' | ' | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 33,853,000 | 31,082,000 | ' |
Accumulated Amortization | 0 | 0 | ' |
Net | 33,853,000 | 31,082,000 | ' |
Retirement Centers [Member] | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 7,642,000 | 7,642,000 | ' |
Accumulated Impairment and Other Charges | -521,000 | -521,000 | ' |
Net | 7,121,000 | 7,121,000 | ' |
Assisted Living [Member] | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 102,680,000 | 102,680,000 | ' |
Accumulated Impairment and Other Charges | -248,000 | -248,000 | ' |
Net | $102,432,000 | $102,432,000 | ' |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 05, 2012 | Dec. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2012 | Feb. 02, 2012 | Dec. 31, 2012 | Jun. 29, 2012 | Dec. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Mortgages Payable [Member] | Mortgages Payable [Member] | $150 Million Series A Notes Payable [Member] | $150 Million Series A Notes Payable [Member] | Discount Mortgage Note payable due June 2013 [Member] | Discount Mortgage Note payable due June 2013 [Member] | Variable Rate Tax Exempt Bonds [Member] | Variable Rate Tax Exempt Bonds [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Construction Financing [Member] | Construction Financing [Member] | Notes Payable, Insurance Premiums [Member] | Notes Payable, Insurance Premiums [Member] | Long-term Debt [Member] | First Mortgage Loan Issued in January 2012 [Member] | First Mortgage Loan Issued in January 2012 [Member] | First Mortgage Loan Issued in February 2012 [Member] | First Mortgage Loan Issued in February 2012 [Member] | Mortgage Loan Issued to Finance Acquisition [Member] | Mortgage Loan Issued to Finance Acquisition [Member] | First Mortgage Loan Issued in June 2012 [Member] | First Mortgage Loan Issued in June 2012 [Member] | First Mortgage Loan Issued in December 2012 [Member] | First Mortgage Loan Issued in December 2012 [Member] | Seller - Financed Debt [Member] | Seller - Financed Debt [Member] | First Mortgage Loan Issued on April 3, 2013 [Member] | First Mortgage Loan Issued on April 12, 2013 [Member] | First Mortgage Loan Issued on April 22, 2013 [Member] | First Mortgage Loan Issued on May 30, 2013 [Member] | First Mortgage Loan Issued on August 1, 2013 [Member] | First Mortgage Loan Issued on August 1, 2013 [Member] | First Mortgage Loan Issued on August 1, 2013 [Member] | Loans Maturing in August 2020 [Member] | Loans Maturing in August 2023 [Member] | First Mortgage Loan Financing Acquisition [Member] | First Mortgage Loan Assumed in Acquisition [Member] | First Mortgage Loan Issued On October 1 2013 [Member] | First Mortgage Loan Issued On December 18 2013 [Member] | First Mortgage Loan Issued On December 20 2013 [Member] | ||||
Community | Dollarsperunit | Community | Community | Community | Community | Community | Community | Community | Minimum [Member] | Maximum [Member] | Community | Community | Community | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | $2,606,578,000 | $2,599,369,000 | ' | $2,037,649,000 | $1,701,515,000 | $144,384,000 | $0 | $80,533,000 | $0 | $99,847,000 | $0 | $299,824,000 | $319,745,000 | ' | $261,443,000 | $251,312,000 | ' | $4,476,000 | $1,280,000 | $3,186,000 | $753,000 | $2,306,754,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less current portion | 201,954,000 | 509,543,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | 2,404,624,000 | 2,089,826,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | 31-Aug-13 | ' | 30-Jun-13 | ' | 31-Dec-32 | ' | 31-Dec-26 | ' | ' | 30-Jun-18 | ' | ' | ' | ' | 31-Dec-14 | ' | ' | 31-Jan-17 | ' | 28-Feb-17 | ' | ' | ' | 30-Jun-17 | ' | ' | ' | ' | ' | 30-Apr-18 | 31-May-23 | 30-Apr-18 | ' | ' | ' | ' | 31-Aug-20 | 31-Aug-23 | ' | 31-May-17 | ' | 31-Dec-18 | 31-Jan-19 |
Maturity date, start | ' | ' | ' | 31-Dec-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date, end | ' | ' | ' | 31-Dec-23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | ' | 4.12% | 4.62% | ' | ' | 2.56% | ' | 1.65% | ' | 8.14% | 8.16% | ' | 2.75% | 2.75% | 2.75% | 6.22% | 8.00% | 2.65% | 2.81% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.75% | 5.32% | 4.50% | 4.35% |
Unamortized debt premium | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | -53,528,000 | ' | ' | ' | 300,000 | ' | ' | 1,000,000 | ' | ' | ' | 0 | ' | ' | 54,800,000 | 65,000,000 | ' | ' | ' | ' | ' | -53,528,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of communities securing debt (in number of communities) | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | 9 | ' | ' | 1 | 23 | 2 | 8 | 4 | ' | ' | ' | ' | ' | ' | 1 | 2 | 2 |
Amount of cash collateral securing debt | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of variable rate basis | ' | ' | ' | ' | ' | 'LIBOR plus 0.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'variable rate equal to 30-day LIBOR plus a margin of 300 basis points | ' | 'variable rate equal to 30-day LIBOR plus a margin of 275 basis points | ' | ' | ' | 'bears interest at a variable rate equal to 30-day LIBOR plus a margin of 425 basis points | ' | ' | 'variable rate equal to 30-day LIBOR plus a margin of 259 basis points | ' | ' | 'variable rate equal to 30-day LIBOR plus a margin of 275 basis points | 'variable rate equal to 30-day LIBOR plus a margin of 246 basis points | 'variable rate equal to 30-day LIBOR plus a margin of 275 basis points | 'variable rate equal to 30-day LIBOR plus a margin of 289 basis points | 'variable rate equal to 30-day LIBOR plus a margin ranging from 226 to 288 basis points | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate basis | ' | ' | ' | ' | ' | 0.88% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | 2.75% | ' | ' | ' | 4.25% | 2.59% | ' | ' | ' | 0.28% | 0.25% | 0.28% | 0.29% | ' | 0.23% | 0.29% | ' | ' | ' | ' | ' | ' | ' |
Principal | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 316,300,000 | ' | 316,300,000 | ' | ' | ' | ' | ' | ' | 63,000,000 | ' | 20,000,000 | ' | 77,900,000 | ' | 15,000,000 | 171,300,000 | ' | ' | 15,000,000 | 25,000,000 | 259,000,000 | 28,000,000 | 84,100,000 | 172,100,000 | ' | ' | 75,000,000 | 97,100,000 | 60,800,000 | 52,700,000 | 8,100,000 | 14,000,000 | 25,000,000 |
Current Portion of Mortgage Loans with Extension Options | 140,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum term of debt extension | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 308,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion rate (in shares per $1,000 of principal) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34.1006 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equivalent initial conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Notes are convertible at an initial conversion rate of 34.1006 shares of Company common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $29.325 per share), subject to adjustment. Holders may convert their Notes at their option prior to the close of business on the second trading day immediately preceding the stated maturity date only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending September 30, 2011, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the "measurement period"), in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on each such day; or (iii) upon the occurrence of specified corporate events. On and after March 15, 2018, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Unconverted Notes mature at par in June 2018. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Imputed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Coupon interest | 121,325,000 | 128,338,000 | 124,873,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,697,000 | 8,697,000 | 4,759,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,131,000 | 9,415,000 | 4,456,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense related to convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,828,000 | 18,112,000 | 9,215,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock covered by hedging transactions (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,784,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants to acquire common stock sold to Hedge Counterparties (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,784,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strike price of warrants (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $40.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cost of hedging transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate per value of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days for pricing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage minimum of applicable conversion price (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days less than 98% of test period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable percentage rate for five day consecutive trading days (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,800,000 | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | 37,400,000 | ' | ' | 29,000,000 | 275,200,000 | 35,100,000 | 100,900,000 | 142,000,000 | ' | ' | ' | ' | ' | ' | ' | 14,200,000 | 30,300,000 |
Interest rate terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '75% of it bears interest at a fixed rate of 4.2% and the remaining 25% bears interest at a variable rate of 30-day LIBOR plus a margin of 276 basis points | ' | ' | ' | ' | ' | 'bore interest at a fixed rate of 7.0% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Remaining Maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Cap Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.03% | ' | 4.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | '2 years | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' |
Number of recently acquired communities securing mortgage notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization period (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 years | ' | ' | '30 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt maturity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 235,272,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,157,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 179,115,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 92,540,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,853,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,687,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 118,435,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,710,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,725,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 447,782,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,620,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 372,162,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 818,592,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,545,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 783,047,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Thereafter | 1,100,118,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 182,572,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 917,546,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total obligations | 2,812,739,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 452,457,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,360,282,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | -53,528,000 | ' | ' | ' | 300,000 | ' | ' | 1,000,000 | ' | ' | ' | 0 | ' | ' | 54,800,000 | 65,000,000 | ' | ' | ' | ' | ' | -53,528,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less amount representing interest | -152,633,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -152,633,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | $2,606,578,000 | $2,599,369,000 | ' | $2,037,649,000 | $1,701,515,000 | $144,384,000 | $0 | $80,533,000 | $0 | $99,847,000 | $0 | $299,824,000 | $319,745,000 | ' | $261,443,000 | $251,312,000 | ' | $4,476,000 | $1,280,000 | $3,186,000 | $753,000 | $2,306,754,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Line_of_Credit_Facility_D
Debt, Line of Credit Facility (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Mar. 31, 2013 |
Line of Credit [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit Facility, maximum borrowing capacity | $250 | $230 |
Maturity date | 31-Mar-18 | ' |
Description of applicable margin calculation based on utilization percentage | 'Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin. The applicable margin varies with the percentage of the total commitment drawn, with a 3.25% margin at 25% or lower utilization, a 3.75% margin at utilization greater than 25% but less than or equal to 50%, and a 4.25% margin at greater than 50% utilization. For purposes of determining the interest rate, in no event will LIBOR be less than 0.5% per annum. The Company is also required to pay a quarterly commitment fee of 0.5% per annum on the unused portion of the facility. | ' |
Quarterly commitment fee | 0.50% | ' |
Availability under the secured line of credit | 250 | ' |
Credit facilities borrowings outstanding | 30 | ' |
Line of Credit [Member] | Maximum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit Facility, maximum borrowing capacity | 350 | ' |
Swingline Line of Credit [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit Facility, maximum borrowing capacity | 25 | ' |
Secured and Unsecured Letter of Credit Facilities | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit Facility, maximum borrowing capacity | 92.5 | ' |
Credit facilities borrowings outstanding | $72.50 | ' |
Debt_Derivatives_Details
Debt, Derivatives (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Derivative [Line Items] | ' | ' | ' |
Estimated liability fair value (included in other liabilities) | $1,246,000 | ' | ' |
Estimated asset fair value (included in other assets) | 3,751,000 | ' | ' |
Purchase of derivatives and payment of swap termination | -2,863,000 | -1,908,000 | -99,000 |
Interest Rate Swap [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Current notional balance | 26,972,000 | ' | ' |
Average fixed rate | 5.49% | ' | ' |
Latest maturity date | '3 years | ' | ' |
Estimated liability fair value (included in other liabilities) | -1,246,000 | -1,833,000 | ' |
Interest Rate Cap [Member] | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Current notional balance | 703,213,000 | ' | ' |
Average fixed rate | 4.69% | ' | ' |
Earliest maturity date | '4 years | ' | ' |
Latest maturity date | '5 years | ' | ' |
Estimated asset fair value (included in other assets) | 3,751,000 | 495,000 | ' |
Number of new agreements | 6 | ' | ' |
Notional amount of new agreements | 515,300,000 | ' | ' |
Purchase of derivatives and payment of swap termination | $2,900,000 | ' | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ' | ' |
Salaries and wages | $76,278 | $71,567 |
Insurance reserves | 31,293 | 37,717 |
Real estate taxes | 25,763 | 22,178 |
Vacation | 25,715 | 24,697 |
Lease payable | 9,751 | 8,915 |
Interest | 7,270 | 7,644 |
Income taxes | 1,477 | 2,469 |
Other | 31,932 | 25,708 |
Total | $209,479 | $200,895 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Community | Lease | Community | ||
Lease | Community | Lease | ||
Commitments and Contingencies [Abstract] | ' | ' | ' | ' |
Initial lease terms, minimum | ' | '10 years | ' | ' |
Initial lease terms, maximum | ' | '20 years | ' | ' |
Renewal options, minimum | ' | '5 years | ' | ' |
Renewal options, maximum | ' | '30 years | ' | ' |
Number of communities operated under long-term leases | ' | 329 | 329 | ' |
Number of operating leases | ' | 275 | 275 | ' |
Number of capital and financing leases | ' | 54 | 54 | ' |
Remaining base lease terms, minimum | ' | '1 year | ' | ' |
Remaining base lease terms, maximum | ' | '14 years | ' | ' |
Long-term Purchase Commitment, Description | 'The Company has a $17.0 million purchase option commitment payable for the purchase of three communities in 2014. | ' | ' | ' |
Purchase option price | $17,000,000 | ' | ' | ' |
Number of communities subject to purchase option | 3 | ' | ' | ' |
Schedule of facility operating lease expense [Abstract] | ' | ' | ' | ' |
Cash basis payment | ' | 278,504,000 | 281,729,000 | 270,623,000 |
Straight-line expense | ' | 2,597,000 | 6,668,000 | 8,608,000 |
Amortization of deferred gain | ' | -4,372,000 | -4,372,000 | -4,373,000 |
Facility lease expense | ' | 276,729,000 | 284,025,000 | 274,858,000 |
Future minimum operating lease payments [Abstract] | ' | ' | ' | ' |
2014 | ' | 279,011,000 | ' | ' |
2015 | ' | 274,338,000 | ' | ' |
2016 | ' | 270,833,000 | ' | ' |
2017 | ' | 254,088,000 | ' | ' |
2018 | ' | 237,477,000 | ' | ' |
Thereafter | ' | 597,771,000 | ' | ' |
Total | ' | $1,913,518,000 | ' | ' |
SelfInsurance_Details
Self-Insurance (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Self-Insurance [Abstract] | ' | ' |
Self-insured portions of programs accrued, total | $76.60 | $77.70 |
Accrued self-insured portions of programs , noncurrent | 45.3 | 40 |
Secured self-insured retention risk under workers' compensation, general liability, and professional liability programs with cash | 18.6 | 16.1 |
Letters of credit associated to the secured self-insured retention risk | $34.20 | $40.70 |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Retirement Plans [Abstract] | ' | ' | ' |
Matching contributions equal to employee's contributions | 25.00% | 25.00% | 25.00% |
Maximum contributed compensation | 4.00% | 4.00% | 4.00% |
Additional matching contribution | 12.50% | 12.50% | 12.50% |
Expense related to retirement savings plan | $6.60 | $4.80 | $3.10 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Employee Stock Purchase Plan [Member] | |||||
Restricted stock awards [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | 1,328,000 | 1,592,000 | 2,091,000 | ' | 86,000 | 50,000 | 156,000 | 1,036,000 | ' |
Vested (in shares) | -1,455,000 | -1,435,000 | -1,207,000 | ' | ' | ' | ' | ' | ' |
Cancelled or forfeited (in shares) | -452,000 | -427,000 | -202,000 | ' | ' | ' | ' | ' | ' |
Ending balance (in shares) | 3,373,000 | 3,952,000 | 4,222,000 | 3,540,000 | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance (in dollars per share) | $16.67 | $14.93 | $14.76 | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | $26.98 | $19.20 | $16.20 | ' | ' | ' | ' | ' | ' |
Vested (in dollars per share) | $15.08 | $14.28 | $16.43 | ' | ' | ' | ' | ' | ' |
Cancelled/forfeited (in dollars per share) | $18.87 | $15.62 | $15.34 | ' | ' | ' | ' | ' | ' |
Ending balance (in dollars per share) | $21.12 | $16.67 | $14.93 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to nonvested share-based compensation arrangements granted | $46,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Period over which cost is expected to be recognized | '2 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares granted (in shares) | 1,328,000 | 1,592,000 | 2,091,000 | ' | 86,000 | 50,000 | 156,000 | 1,036,000 | ' |
Value per share minimum (in dollars per share) | ' | ' | ' | ' | $26.92 | $26.84 | $26.85 | $25.32 | ' |
Value per share maximum (in dollars per share) | ' | ' | ' | ' | $27.21 | $29.20 | $27.50 | $27.36 | ' |
Total value of restricted shares granted | ' | ' | ' | ' | $2,313,000 | $1,445,000 | $4,216,000 | $27,858,000 | ' |
Percentage of estimated forfeitures, minimum | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of estimated forfeitures, maximum | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage payroll deduction that each employee may deduct | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Percentage of closing market price paid for purchase of whole shares | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% |
Number of shares reserved (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Estimated asset fair value (included in other assets) | $3,751 |
Estimated liability fair value (included in other liabilities) | -1,246 |
Total | 2,505 |
Quoted prices in active markets (Level 1) | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Estimated asset fair value (included in other assets) | 0 |
Estimated liability fair value (included in other liabilities) | 0 |
Total | 0 |
Significant other observable inputs (Level 2) | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Estimated asset fair value (included in other assets) | 3,751 |
Estimated liability fair value (included in other liabilities) | -1,246 |
Total | 2,505 |
Significant unobservable inputs (Level 3) | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Estimated asset fair value (included in other assets) | 0 |
Estimated liability fair value (included in other liabilities) | 0 |
Total | $0 |
Share_Repurchase_Program_Detai
Share Repurchase Program (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share Repurchase Program [Abstract] | ' | ' | ' |
Authorized share repurchased program amount | $100,000,000 | ' | ' |
Repurchased shares (in shares) | 0 | 0 | 1,217,100 |
Cost of repurchased shares | ' | ' | -17,613,000 |
Amount available under the share repurchase program | $82,400,000 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Federal [Abstract] | ' | ' | ' |
Current | ($312,000) | $193,000 | $631,000 |
Deferred | 183,000 | 347,000 | -383,000 |
Total Federal Tax Expense | -129,000 | 540,000 | 248,000 |
State [Abstract] | ' | ' | ' |
Current | -1,627,000 | -2,059,000 | -2,028,000 |
Deferred (included in Federal above) | 0 | 0 | 0 |
Total State Tax Expense | -1,627,000 | -2,059,000 | -2,028,000 |
Total | -1,756,000 | -1,519,000 | -1,780,000 |
U.S. Federal statutory rate | 35.00% | ' | ' |
Tax benefit at U.S. statutory rate | 640,000 | 22,945,000 | 23,545,000 |
Credits | 9,757,000 | 0 | 4,803,000 |
Valuation allowance | -7,097,000 | -24,138,000 | -30,489,000 |
Return to provision | -2,568,000 | -225,000 | -1,302,000 |
State taxes, net of federal income tax | -985,000 | 1,258,000 | 1,373,000 |
Officer's compensation | -724,000 | -922,000 | -760,000 |
Meals and entertainment | -496,000 | -486,000 | -430,000 |
Expired charitable | -126,000 | 0 | 0 |
Lobbying and Political | -89,000 | 0 | 0 |
Other, net | -65,000 | 122,000 | 59,000 |
Unrecognized tax benefits | -3,000 | 193,000 | 630,000 |
(Loss) gain on acquisition | 0 | -266,000 | 791,000 |
Deferred income tax assets [Abstract] | ' | ' | ' |
Operating loss carryforwards | 150,755,000 | 169,792,000 | ' |
Accrued expenses | 54,400,000 | 51,124,000 | ' |
Prepaid revenue | 53,228,000 | 55,386,000 | ' |
Deferred lease liability | 49,864,000 | 46,541,000 | ' |
Capital lease obligations | 39,748,000 | 52,720,000 | ' |
Tax credits | 32,673,000 | 20,551,000 | ' |
Deferred gain on sale leaseback | 8,673,000 | 10,127,000 | ' |
Total gross deferred income tax asset | 389,341,000 | 406,241,000 | ' |
Valuation allowance | -72,366,000 | -65,269,000 | ' |
Net deferred income tax assets | 316,975,000 | 340,972,000 | ' |
Deferred income tax liabilities [Abstract] | ' | ' | ' |
Property, plant and equipment | -374,431,000 | -415,354,000 | ' |
Other | -6,200,000 | -8,428,000 | ' |
Total gross deferred income tax liability | -380,631,000 | -423,782,000 | ' |
Net deferred tax liability | -63,656,000 | -82,810,000 | ' |
Deferred tax assets (liabilities), Net [Abstract] | ' | ' | ' |
Deferred tax asset - current | 17,643,000 | 13,377,000 | ' |
Deferred tax liability - noncurrent | -81,299,000 | -96,187,000 | ' |
Net deferred tax liability | -63,656,000 | -82,810,000 | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Operating loss carry forwards, valuation allowance | 44,700,000 | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Tax credits, valuation allowance | 20,600,000 | 8,500,000 | ' |
Net operating loss, limitation of utilization | 92,000,000 | ' | ' |
Unrecognized tax benefits [Roll Forward] | ' | ' | ' |
Balance at beginning of period | 1,245,000 | ' | ' |
Additions for tax positions related to the current year | 53,000 | ' | ' |
Additions for tax positions related to prior years | 414,000 | ' | ' |
Reductions for tax positions related to prior years | -156,000 | ' | ' |
Balance at end of period | 1,556,000 | 1,245,000 | ' |
Total interest and penalties reserved | 600,000 | ' | ' |
Federal [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Net operating loss carry-forwards | 427,400,000 | 454,600,000 | ' |
Operating loss carry forwards, valuation allowance | -4,851,000 | 26,589,000 | 22,940,000 |
Tax Credit Carryforward [Line Items] | ' | ' | ' |
Tax credits, valuation allowance | 12,123,000 | 400,000 | 6,408,000 |
State and Local Jurisdiction [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Operating loss carry forwards, valuation allowance | 7,000,000 | 7,200,000 | ' |
Restricted Stock [Member] | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' |
Net operating loss carry-forwards | $53,500,000 | $31,900,000 | ' |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ' | ' |
Interest paid | $123,036 | $130,009 | $125,047 |
Income taxes paid | 2,283 | 2,658 | 2,431 |
Write-off of deferred financing costs | 763 | 744 | 2,080 |
Reinvested income on marketable securities-restricted | 0 | 1,156 | 1,426 |
Acquisition of Assets, Net of Related Payables and Cash Received [Member] | ' | ' | ' |
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | ' | ' | ' |
Cash and escrow deposits - restricted | 466 | 2,169 | 0 |
Prepaid expenses and other current assets, net | -1,265 | -2,817 | 0 |
Property, plant and equipment and leasehold intangibles, net | 99,657 | 257,772 | 80,514 |
Other intangible assets, net | 3,517 | 9,575 | 4,244 |
Other assets, net | 1,611 | -7,327 | 3,955 |
Accrued expenses | -5,169 | -573 | -31 |
Other liabilities | 0 | 3,601 | 0 |
Long-term debt | -64,131 | 10,123 | 0 |
Net | 34,686 | 272,523 | 88,682 |
Horizon Bay Realty LLC [Member] | ' | ' | ' |
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | ' | ' | ' |
Cash and escrow deposits - restricted | 0 | 0 | 10,702 |
Accounts receivable, net | 0 | 0 | 2,479 |
Property, plant and equipment and leasehold intangibles, net | 0 | 0 | 8,132 |
Accrued expenses | 0 | 0 | -15,141 |
Other liabilities | 0 | 0 | -6,347 |
Long-term debt | 0 | 0 | -1,821 |
Common stock | 0 | 0 | -1 |
Additional paid-in-capital | 0 | 0 | -1,537 |
Accumulated earnings | 0 | 0 | -1,982 |
Net | 0 | 0 | -5,516 |
Capital Leases [Member] | ' | ' | ' |
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | ' | ' | ' |
Property, plant and equipment and leasehold intangibles, net | 0 | 13,852 | 0 |
Long-term debt | 0 | -13,852 | 0 |
Net | $0 | $0 | $0 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Segment | ||||||||||||||
Segment Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | $734,233 | $728,999 | $716,468 | $712,266 | $699,412 | $696,145 | $690,473 | $682,708 | $2,891,966 | $2,768,738 | $2,456,483 | |||
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 874,213 | 812,803 | 795,346 | |||
General and administrative (including non-cash stock-based compensation expense) | ' | ' | ' | ' | ' | ' | ' | ' | 184,548 | 178,829 | 148,327 | |||
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 276,729 | 284,025 | 274,858 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 268,757 | 252,281 | 268,506 | |||
Asset impairment | 10,233 | 504 | 2,154 | 0 | 19,348 | 0 | 7,246 | 1,083 | 12,891 | 27,677 | 16,892 | |||
Loss (gain) on acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 636 | -1,982 | |||
Gain on facility lease termination | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -11,584 | 0 | |||
Income from operations | 30,183 | 33,983 | 28,435 | 38,687 | 11,619 | 24,269 | 18,528 | 26,523 | 131,288 | 80,939 | 88,745 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 137,399 | 146,783 | 142,178 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 257,527 | 208,412 | 160,131 | |||
Assets by segment | 4,737,757 | ' | ' | ' | 4,706,768 | ' | ' | ' | 4,737,757 | 4,706,768 | ' | |||
Retirement Centers [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 526,284 | [1] | 503,902 | [1] | 473,842 | [1] |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 222,282 | [2] | 205,585 | [2] | 198,439 | [2] |
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 91,258 | 102,273 | 106,515 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 64,353 | 61,060 | 60,275 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 31,286 | 29,025 | 28,444 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 63,519 | 58,876 | 45,891 | |||
Assets by segment | 1,258,294 | ' | ' | ' | 1,269,125 | ' | ' | ' | 1,258,294 | 1,269,125 | ' | |||
Assisted Living [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,051,868 | [1] | 1,013,337 | [1] | 964,585 | [1] |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 389,678 | [2] | 361,184 | [2] | 339,928 | [2] |
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 123,980 | 123,128 | 116,934 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 85,337 | 81,801 | 82,843 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 51,410 | 57,634 | 58,453 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 95,829 | 68,675 | 43,955 | |||
Assets by segment | 1,514,385 | ' | ' | ' | 1,457,979 | ' | ' | ' | 1,514,385 | 1,457,979 | ' | |||
CCRCs Rental [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 396,975 | [1] | 385,479 | [1] | 364,095 | [1] |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 109,026 | [2] | 106,063 | [2] | 116,849 | [2] |
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 48,809 | 47,238 | 39,997 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 30,957 | 31,205 | 30,776 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 17,512 | 17,336 | 15,324 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 27,134 | 21,916 | 20,615 | |||
Assets by segment | 499,873 | ' | ' | ' | 538,263 | ' | ' | ' | 499,873 | 538,263 | ' | |||
CCRCs Entry Fee [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 297,756 | [1] | 285,701 | [1] | 282,020 | [1] |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 76,393 | [2] | 61,405 | [2] | 68,550 | [2] |
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 7,470 | 7,214 | 7,435 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 55,842 | 52,840 | 54,794 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 11,911 | 13,792 | 20,316 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 43,019 | 24,890 | 16,255 | |||
Assets by segment | 960,708 | ' | ' | ' | 956,658 | ' | ' | ' | 960,708 | 956,658 | ' | |||
Brookdale Ancillary Services [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 242,150 | [1] | 224,517 | [1] | 205,780 | [1] |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 45,709 | [2] | 47,780 | [2] | 57,985 | [2] |
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 3,023 | 2,220 | 1,699 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 1,855 | 6,037 | 2,715 | |||
Assets by segment | 94,986 | ' | ' | ' | 90,357 | ' | ' | ' | 94,986 | 90,357 | ' | |||
Management Services [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 376,933 | [1],[3] | 355,802 | [1],[3] | 166,161 | [1],[3] |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | 31,125 | [2] | 30,786 | [2] | 13,595 | [2] |
Facility lease expense | ' | ' | ' | ' | ' | ' | ' | ' | 5,212 | 4,172 | 3,977 | |||
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 29,245 | 23,155 | 38,119 | |||
Total interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 25,280 | 28,996 | 19,641 | |||
Total expenditures for property, plan and equipment, and leasehold improvements | ' | ' | ' | ' | ' | ' | ' | ' | 26,171 | 28,018 | 30,700 | |||
Assets by segment | $409,511 | ' | ' | ' | $394,386 | ' | ' | ' | $409,511 | $394,386 | ' | |||
[1] | (1) All revenue is earned from external third parties in the United States. | |||||||||||||
[2] | (3) Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). | |||||||||||||
[3] | (2) Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities. |
Quarterly_Results_of_Operation2
Quarterly Results of Operations (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Results of Operations (Unaudited) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $734,233 | $728,999 | $716,468 | $712,266 | $699,412 | $696,145 | $690,473 | $682,708 | $2,891,966 | $2,768,738 | $2,456,483 |
Asset impairment | 10,233 | 504 | 2,154 | 0 | 19,348 | 0 | 7,246 | 1,083 | 12,891 | 27,677 | 16,892 |
Income from operations | 30,183 | 33,983 | 28,435 | 38,687 | 11,619 | 24,269 | 18,528 | 26,523 | 131,288 | 80,939 | 88,745 |
Loss before income taxes | -2,491 | -7 | -4,036 | 4,706 | -25,732 | -11,469 | -18,133 | -9,614 | -1,828 | -64,948 | -67,270 |
Net loss | ($975) | ($967) | ($5,200) | $3,558 | ($24,692) | ($12,216) | ($19,015) | ($10,544) | ($3,584) | ($66,467) | ($69,050) |
Weighted average basic (earnings) loss per share | ($0.01) | ($0.01) | ($0.04) | $0.03 | ' | ' | ' | ' | ' | ' | ' |
Weighted average diluted (earnings) loss per share | ($0.01) | ($0.01) | ($0.04) | $0.03 | ' | ' | ' | ' | ' | ' | ' |
Weighted average basic and diluted loss per share (in dollars per share) | ' | ' | ' | ' | ($0.20) | ($0.10) | ($0.16) | ($0.09) | ($0.03) | ($0.54) | ($0.57) |
VALUATION_AND_QUALIFYING_ACCOU1
VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | |||
Net operating losses, valuation allowance | $44,700 | ' | ' | |||
Tax Credit Carryforward [Line Items] | ' | ' | ' | |||
Tax credits, valuation allowance | 20,600 | 8,500 | ' | |||
State [Member] | ' | ' | ' | |||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | |||
Net operating losses, valuation allowance | -175 | -2,540 | 1,141 | |||
Tax Credit Carryforward [Line Items] | ' | ' | ' | |||
Tax credits, valuation allowance | ' | ' | 514 | |||
Federal [Member] | ' | ' | ' | |||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | |||
Net operating losses, valuation allowance | -4,851 | 26,589 | 22,940 | |||
Tax Credit Carryforward [Line Items] | ' | ' | ' | |||
Tax credits, valuation allowance | 12,123 | 400 | 6,408 | |||
Deferred Tax Valuation Allowance [Member] | ' | ' | ' | |||
Valuation and qualifying accounts [Roll forward] | ' | ' | ' | |||
Balance at Beginning of Period | 65,269 | 40,820 | 10,845 | |||
Charged to costs and expenses | 7,272 | [1] | 26,989 | [2] | 29,348 | [3] |
Charged to other accounts | -175 | [4] | -2,540 | [5] | 1,141 | [6] |
Deductions | 0 | 0 | -514 | [7] | ||
Balance at End of Period | 72,366 | 65,269 | 40,820 | |||
Allowance For Doubtful Accounts [Member] | ' | ' | ' | |||
Valuation and qualifying accounts [Roll forward] | ' | ' | ' | |||
Balance at Beginning of Period | 15,262 | 16,972 | 14,464 | |||
Charged to costs and expenses | 21,048 | 15,683 | 16,796 | |||
Charged to other accounts | 444 | 660 | 1,817 | |||
Deductions | -19,026 | -18,053 | -16,105 | |||
Balance at End of Period | $17,728 | $15,262 | $16,972 | |||
[1] | (6) Adjustment to valuation allowance for federal net operating losses and federal credits of $(4,851), and $12,123, respectively. | |||||
[2] | (4) Adjustment to valuation allowance for federal net operating losses and federal credits of $26,589 and $400, respectively. | |||||
[3] | (1) Adjustment to valuation allowance for federal net operating losses and federal credits of $22,940 and $6,408, respectively. | |||||
[4] | (7) Adjustment to valuation allowance for state net operating losses of $(175). | |||||
[5] | (5) Adjustment to valuation allowance for state net operating losses of $(2,540). | |||||
[6] | (2) Adjustment to valuation allowance for state net operating losses of $1,141. | |||||
[7] | (3) Adjustment to valuation allowance for state credits of $514. |