Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 19, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Brookdale Senior Living Inc. | ||
Entity Central Index Key | 1332349 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $4.20 | ||
Entity Common Stock, Shares Outstanding | 183,504,959 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $104,083 | $58,511 |
Cash and escrow deposits - restricted | 38,862 | 38,191 |
Accounts receivable, net | 149,730 | 104,262 |
Deferred tax asset | 84,199 | 17,643 |
Prepaid expenses and other current assets, net | 237,915 | 76,255 |
Total current assets | 614,789 | 294,862 |
Property, plant and equipment and leasehold intangibles, net | 8,389,505 | 3,895,475 |
Cash and escrow deposits - restricted | 56,376 | 57,611 |
Investment in unconsolidated ventures | 312,925 | 44,103 |
Goodwill | 736,805 | 109,553 |
Other intangible assets, net | 154,773 | 158,757 |
Other assets, net | 256,190 | 177,396 |
Total assets | 10,521,363 | 4,737,757 |
Current liabilities | ||
Current portion of long-term debt | 159,922 | 168,592 |
Current portion of capital and financing lease obligations | 112,343 | 33,362 |
Trade accounts payable | 76,314 | 65,840 |
Accrued expenses | 422,654 | 209,479 |
Refundable entrance fees and deferred revenue | 101,613 | 388,400 |
Tenant security deposits | 4,916 | 5,171 |
Total current liabilities | 877,762 | 870,844 |
Long-term debt, less current portion | 3,356,808 | 2,138,162 |
Capital and financing lease obligations, less current portion | 2,536,883 | 266,462 |
Line of credit | 100,000 | 30,000 |
Deferred entrance fee revenue | 5,877 | 86,862 |
Deferred liabilities | 250,469 | 154,870 |
Deferred tax liability | 243,474 | 81,299 |
Other liabilities | 267,849 | 88,321 |
Total liabilities | 7,639,122 | 3,716,820 |
Stockholders' Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2014 and 2013; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 400,000,000 and 200,000,000 shares authorized at December 31, 2014 and 2013, respectively; 189,466,395 and 130,155,012 shares issued and 187,037,994 and 127,726,611 shares outstanding (including 3,552,143 and 3,372,937 unvested restricted shares), respectively | 1,870 | 1,277 |
Additional paid-in-capital | 4,034,655 | 2,025,471 |
Treasury stock, at cost; 2,428,401 shares at December 31, 2014 and 2013 | -46,800 | -46,800 |
Accumulated deficit | -1,108,001 | -959,011 |
Total stockholders' equity | 2,881,724 | 1,020,937 |
Stockholders' Equity Attributable to Noncontrolling Interest | 517 | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,882,241 | 1,020,937 |
Total liabilities and stockholders' equity | $10,521,363 | $4,737,757 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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) | 400,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 189,466,395 | 130,155,012 |
Common stock, shares outstanding (in shares) | 187,037,994 | 127,726,611 |
Common stock, unvested restricted shares (in shares) | 3,552,143 | 3,372,937 |
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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | |||
Resident fees | $3,301,297 | $2,515,033 | $2,412,936 |
Management fees | 42,239 | 31,125 | 30,786 |
Reimbursed costs incurred on behalf of managed communities | 488,170 | 345,808 | 325,016 |
Total revenue | 3,831,706 | 2,891,966 | 2,768,738 |
Expense | |||
Facility operating expense (excluding depreciation and amortization of $503,662, $238,153 and $229,072, respectively) | 2,210,368 | 1,671,945 | 1,630,919 |
General and administrative expense (including non-cash stock-based compensation expense of $28,299, $25,978 and $25,520, respectively) | 280,267 | 180,627 | 178,829 |
Transaction costs | 66,949 | 3,921 | 0 |
Facility lease expense | 323,830 | 276,729 | 284,025 |
Depreciation and amortization | 537,035 | 268,757 | 252,281 |
Asset impairment | 9,992 | 12,891 | 27,677 |
Loss on acquisition | 0 | 0 | 636 |
Gain on facility lease termination | 0 | 0 | -11,584 |
Costs incurred on behalf of managed communities | 488,170 | 345,808 | 325,016 |
Total operating expense | 3,916,611 | 2,760,678 | 2,687,799 |
(Loss) income from operations | -84,905 | 131,288 | 80,939 |
Interest income | 1,343 | 1,339 | 4,012 |
Interest expense: | |||
Debt | -128,002 | -96,131 | -98,183 |
Capital and financing lease obligations | -109,998 | -25,194 | -30,155 |
Amortization of deferred financing costs and debt discount | -7,477 | -17,054 | -18,081 |
Change in fair value of derivatives | -2,711 | 980 | -364 |
Debt modification and extinguishment costs | -6,387 | -1,265 | -221 |
Equity in earnings (loss) of unconsolidated ventures | 171 | 1,484 | -3,488 |
Other non-operating income | 7,235 | 2,725 | 593 |
Loss before income taxes | -330,731 | -1,828 | -64,948 |
Benefit (provision) for income taxes | 181,305 | -1,756 | -1,519 |
Net loss | -149,426 | -3,584 | -66,467 |
Net loss attributable to noncontrolling interest | 436 | 0 | 0 |
Net loss attributatable to Brookdale Senior Living Inc. common stockholders | ($148,990) | ($3,584) | ($66,467) |
Basic and diluted net loss per share (in dollars per share) | ($1.01) | ($0.03) | ($0.54) |
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 148,185 | 123,671 | 121,991 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) [Abstract] | |||
Depreciation and amortization | $503,662 | $238,153 | $229,072 |
Non-cash stock-based compensation expense | $28,299 | $25,978 | $25,520 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | |||
Net loss | ($149,426) | ($3,584) | ($66,467) |
Other comprehensive income | |||
Unrealized gain on marketable securities - restricted | 0 | 0 | 1,846 |
Other | 0 | 0 | -831 |
Total other comprehensive income, net of tax | 0 | 0 | 1,015 |
Comprehensive loss | -149,426 | -3,584 | -65,452 |
Total other comprehensive loss attributable to noncontrolling interest | 436 | 0 | 0 |
Total other comprehensive loss attributable to Brookdale Senior Living Inc. common stockholders | ($148,990) | ($3,584) | ($65,452) |
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] | Stockholders' Equity [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | ||||||||
Balances at beginning of period at Dec. 31, 2011 | $1,035,299 | $1,254 | $1,970,820 | ($46,800) | ($888,960) | ($1,015) | $1,035,299 | $0 |
Balances at beginning of period - shares (in share) at Dec. 31, 2011 | 125,354,000 | |||||||
Compensation expense related to restricted stock grants | 25,520 | 0 | 25,520 | 0 | 0 | 0 | 25,520 | 0 |
Net loss | -66,467 | 0 | 0 | 0 | -66,467 | 0 | -66,467 | 0 |
Issuance of common stock under Associate Stock Purchase Plan | 1,401 | 0 | 1,401 | 0 | 0 | 0 | 1,401 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | 74,000 | |||||||
Restricted stock, net | -87 | 13 | -100 | 0 | 0 | 0 | -87 | 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 | 1,846 | 0 |
Purchase of treasury stock (in shares) | 0 | |||||||
Other | -526 | 0 | 305 | 0 | 0 | -831 | -526 | 0 |
Balances at end of period at Dec. 31, 2012 | 996,986 | 1,267 | 1,997,946 | -46,800 | -955,427 | 0 | 996,986 | 0 |
Balances at end of period - shares (in shares) at Dec. 31, 2012 | 126,689,000 | |||||||
Compensation expense related to restricted stock grants | 25,978 | 0 | 25,978 | 0 | 0 | 0 | 25,978 | 0 |
Net loss | -3,584 | 0 | 0 | 0 | -3,584 | 0 | -3,584 | 0 |
Issuance of common stock under Associate Stock Purchase Plan | 1,503 | 0 | 1,503 | 0 | 0 | 0 | 1,503 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | 62,000 | |||||||
Restricted stock, net | 0 | 10 | -10 | 0 | 0 | 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 | 54 | 0 |
Balances at end of period at Dec. 31, 2013 | 1,020,937 | 1,277 | 2,025,471 | -46,800 | -959,011 | 0 | 1,020,937 | 0 |
Balances at end of period - shares (in shares) at Dec. 31, 2013 | 127,726,611 | 127,727,000 | ||||||
Compensation expense related to restricted stock grants | 28,299 | 0 | 28,299 | 0 | 0 | 0 | 28,299 | 0 |
Establishment of noncontrolling interest in Emeritus acquisition | 953 | 0 | 0 | 0 | 0 | 0 | 0 | 953 |
Net loss | -149,426 | 0 | 0 | 0 | -148,990 | 0 | -148,990 | -436 |
Common stock issued in connection with Emeritus acquisition | 1,648,782 | 476 | 1,648,306 | 0 | 0 | 0 | 1,648,782 | 0 |
Stock Issued During Period, Shares, Acquisitions | 47,584,000 | 47,584,000 | ||||||
Stock Issued During Period, Value, New Issues | 330,386 | 103 | 330,283 | 0 | 0 | 0 | 330,386 | 0 |
Stock Issued During Period, Shares, New Issues | 10,298,506 | 10,299,000 | ||||||
Issuance of common stock under Associate Stock Purchase Plan | 2,004 | 0 | 2,004 | 0 | 0 | 0 | 2,004 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | 64,000 | |||||||
Restricted stock, net | 0 | 14 | -14 | 0 | 0 | 0 | 0 | 0 |
Restricted stock, net - shares (in shares) | 1,364,000 | |||||||
Purchase of treasury stock (in shares) | 0 | |||||||
Other | 306 | 0 | 306 | 0 | 0 | 0 | 306 | 0 |
Balances at end of period at Dec. 31, 2014 | $2,882,241 | $1,870 | $4,034,655 | ($46,800) | ($1,108,001) | $0 | $2,881,724 | $517 |
Balances at end of period - shares (in shares) at Dec. 31, 2014 | 187,037,994 | 187,038,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities | |||
Net loss | ($149,426) | ($3,584) | ($66,467) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Debt modification and extinguishment costs | 6,387 | 1,265 | 221 |
Depreciation and amortization, net | 544,512 | 285,811 | 270,362 |
Asset impairment | 9,992 | 12,891 | 27,677 |
Equity in (earnings) loss of unconsolidated ventures | -171 | -1,484 | 3,488 |
Distributions from unconsolidated ventures from cumulative share of net earnings | 1,840 | 2,691 | 1,507 |
Amortization of deferred gain | -4,372 | -4,372 | -4,372 |
Amortization of entrance fees | -21,220 | -29,009 | -25,362 |
Proceeds from deferred entrance fee revenue | 32,704 | 44,191 | 40,105 |
Deferred income tax benefit | -182,371 | -183 | -525 |
Change in deferred lease liability | 1,439 | 2,597 | 6,668 |
Change in fair value of derivatives | 2,711 | -980 | 364 |
(Gain) loss on sale of assets | -446 | -972 | 332 |
Loss on acquisition | 0 | 0 | 636 |
Gain on facility lease termination | 0 | 0 | -11,584 |
Change in future service obligation | 670 | -1,917 | 2,188 |
Non-cash stock-based compensation | 28,299 | 25,978 | 25,520 |
Non-cash interest expense on financing leases | 12,647 | 0 | 0 |
Amortization of (above) below market rents, net | -3,444 | 0 | 0 |
Other | 0 | 0 | -487 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 3,510 | -5,449 | -3,415 |
Prepaid expenses and other assets, net | -52,868 | 7,483 | 8,687 |
Accounts payable and accrued expenses | 16,812 | 33,837 | 4,854 |
Tenant refundable fees and security deposits | -1,183 | -792 | -1,547 |
Deferred revenue | -3,370 | -1,881 | 12,119 |
Net cash provided by operating activities | 242,652 | 366,121 | 290,969 |
Cash Flows from Investing Activities | |||
Increase in lease security deposits and lease acquisition deposits, net | -48,944 | -2,051 | -7,999 |
Decrease (increase) in cash and escrow deposits - restricted | 56,935 | 10,726 | -4,810 |
Purchase of marketable securities - restricted | 0 | 0 | -1,557 |
Sale of marketable securities - restricted | 0 | 0 | 35,124 |
Additions to property, plant and equipment, and leasehold intangibles | -304,245 | -257,527 | -208,412 |
Acquisition of assets, net of related payables and cash received | -40,441 | -34,686 | -272,523 |
Acquisition of Emeritus Corporation, cash acquired | 28,429 | 0 | 0 |
Payments on notes receivable, net | 3,269 | 168 | 131 |
Investment in unconsolidated ventures | -26,499 | -17,172 | -5,368 |
Distributions received from unconsolidated ventures | 12,275 | 1,600 | 350 |
Proceeds from sale of assets, net | 4,339 | 34,136 | 9,243 |
Other | 0 | 0 | 487 |
Net cash used in investing activities | -314,882 | -264,806 | -455,334 |
Cash Flows from Financing Activities | |||
Proceeds from debt | 326,639 | 662,934 | 372,291 |
Repayment of debt and capital and financing lease obligations | -584,345 | -724,133 | -191,835 |
Proceeds from line of credit | 442,000 | 425,000 | 375,000 |
Repayment of line of credit | -372,000 | -475,000 | -360,000 |
Proceeds from public equity offering, net | 330,386 | 0 | 0 |
Payment of financing costs, net of related payables | -9,393 | -11,576 | -5,563 |
Refundable entrance fees: | |||
Proceeds from refundable entrance fees | 20,342 | 48,140 | 42,600 |
Refunds of entrance fees | -25,865 | -35,325 | -27,356 |
Cash portion of loss on extinguishment of debt | -4,101 | -502 | -118 |
Payment on lease termination | -7,750 | 0 | 0 |
Purchase of derivatives and payment of swap termination | 0 | -2,863 | -1,908 |
Other | 1,889 | 1,281 | -342 |
Net cash (used in) provided by financing activities | 117,802 | -112,044 | 202,769 |
Net (decrease) increase in cash and cash equivalents | 45,572 | -10,729 | 38,404 |
Cash and cash equivalents at beginning of year | 58,511 | 69,240 | 30,836 |
Cash and cash equivalents at end of year | $104,083 | $58,511 | $69,240 |
Description_of_Business_and_Or
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Organization | 1. Â Â Â Â Â Â Description of Business and Organization |
Brookdale Senior Living Inc. ("Brookdale" or the "Company") is the leading operator of senior living communities throughout the United States.  The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents.  The Company operates independent living, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs").  Through its ancillary services program, the Company also offers a range of outpatient therapy, home health, personalized living and hospice services. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 ("ASC 810"). ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such 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 for which the Company is determined to be the primary beneficiary. Refer to Note 5 for more information about the Company's VIE relationships. | |||||||||
Use of Estimates | |||||||||
The preparation of the consolidated 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, 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 entrance fee prior to occupying the community. 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 resale 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. The Company contributed all but two of the entry fee CCRCs to an unconsolidated venture on August 29, 2014, at which time the contributed CCRCs were deconsolidated. See Note 4 for more information about the unconsolidated venture. | |||||||||
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 prices for companies or 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: | |||||||||
Working capital assets acquired and working capital liabilities assumed are valued on a carryover/cost basis which approximates fair value. | |||||||||
Property, plant and equipment are valued utilizing either a discounted cash flow projection of future revenue and costs and capitalization and discount rates using current market conditions, or a direct capitalization method. The Company allocates the fair values of buildings acquired on an as-if-vacant basis and depreciates the building values over the estimated remaining lives of the buildings, not to exceed 40 years. The Company determines the allocated values of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciates such values over the assets' estimated remaining useful lives as determined at the applicable acquisition date. The Company determines the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analysis of recently acquired and existing comparable properties within its portfolio. | |||||||||
In connection with a business combination, the Company may assume rights and obligations under certain lease agreements pursuant to which the Company becomes the lessee of a given property. The Company assumes the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. The Company assesses assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to the Company given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative to market conditions on the acquisition date, the Company recognizes an intangible asset or liability at fair value. The Company amortizes any acquired lease-related intangibles to facility lease expense over the remaining life of the associated lease plus any assumed bargain renewal periods. | |||||||||
The fair value of acquired lease-related intangibles associated with the relationship with the Company's residents, if any, reflects the estimated value of in-place leases as represented by the cost to obtain residents and an estimated absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. The Company amortizes any acquired in-place lease intangibles to depreciation and amortization expense over the average remaining length of stay of the residents, which is evaluated on an acquisition by acquisition basis but is generally estimated at 12 months. | |||||||||
The Company estimates the fair value of purchase option intangible assets by discounting the difference between the applicable property's acquisition date fair value and the stated or anticipated future option price. | |||||||||
The Company estimates the fair value of trade names using a royalty rate methodology and amortizes that value over the estimated useful life of the trade name. | |||||||||
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 term. The assets are then amortized over the estimated term of the agreement. | |||||||||
The Company calculates the fair value of acquired long-term debt by discounting the remaining contractual cash flows of each instrument at the current market rate for those borrowings, which the Company approximates based on the rate at which the Company would expect to incur a replacement instrument on the date of acquisition, and recognizes any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. | |||||||||
Capital lease assets are valued by the Company as a right-to-use asset. Financing lease assets are valued as if the Company owns the assets and thus are recorded at fair value. Capital and financing lease obligations are valued based on the present value of the estimated lease payments applying a discount rate equal to the Company's estimated incremental borrowing rate at the date of acquisition. Additionally, the valuation of financing lease obligations reflects a residual value component. | |||||||||
Preacquisition contingencies are valued when considered probable and reasonably estimable, and estimated legal fees are accrued for in accordance with the Company's existing policy. Self-insurance reserves including incurred but not reported liabilities are estimated by actuary analyses. | |||||||||
A deferred tax asset or liability is recognized at statutory rates for the difference between the book and tax bases of the acquired assets and liabilities. The tax bases of assets and liabilities in the Emeritus transaction were carried over at historical values. | |||||||||
The excess of the fair value of liabilities assumed and common stock issued and cash paid over the fair value of identifiable assets acquired is allocated to goodwill, which is not amortized by the Company. | |||||||||
Deferred Costs | |||||||||
Third-party fees and costs incurred to obtain long-term debt and leases 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. Unamortized deferred financing fees are written-off if the associated debt is retired before the maturity date. Upon the refinancing of mortgage debt or amendment of the line of credit, unamortized deferred financing fees and additional financing costs incurred are accounted for in accordance with ASC 470-50, Debt Modifications and Extinguishments. | |||||||||
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 Measurements and Disclosures 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. 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 include interest rate caps that effectively manage the risk above certain interest rates for a portion of the Company's variable 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 the credit risk of its counterparties when evaluating the fair value of its derivatives. | |||||||||
The Company estimates the fair value of its 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 $3.5 billion and $2.3 billion as of December 31, 2014 and 2013, respectively. The Company had capital and financing lease obligations with a carrying value of $2.6 billion and $0.3 billion as of December 31, 2014 and December 31, 2013, respectively. Fair value of the debt and capital and financing lease obligations approximates carrying value in all periods. 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, | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Real estate tax escrows | $ | 17,926 | $ | 9,252 | |||||
Replacement reserve escrows | 15,535 | 9,139 | |||||||
Resident deposits | 1,054 | 8,249 | |||||||
Other | 4,347 | 11,551 | |||||||
Subtotal | 38,862 | 38,191 | |||||||
Long term: | |||||||||
Letter of credit collateral | 21,935 | 19,975 | |||||||
Insurance deposits | 19,299 | 11,227 | |||||||
CCRC escrows | 13,214 | 26,209 | |||||||
Debt service reserve | 1,728 | — | |||||||
Other | 200 | 200 | |||||||
Subtotal | 56,376 | 57,611 | |||||||
Total | $ | 95,238 | $ | 95,802 | |||||
Accounts Receivable, net | |||||||||
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 $26.5 million and $17.7 million as of December 31, 2014 and 2013, respectively. Â 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 and financing 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 | ||||||||
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. Assets under capital and financing leases and leasehold improvements are depreciated over the shorter of the estimated useful life of the assets or the term of the 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. The quantitative goodwill impairment test is based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying value. The fair values used in this evaluation are estimated based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates and discount rates. | |||||||||
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. | |||||||||
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) | |||||||||
Trade names | 5-Feb | ||||||||
Other | 3 – 9 | ||||||||
Stock-Based Compensation | |||||||||
The Company follows ASC 718, Compensation -Â 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 are 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. | |||||||||
For all share-based 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. | |||||||||
Convertible Debt Instruments | |||||||||
Convertible debt instruments are accounted for under ASC 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. | |||||||||
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 high 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 of an unconsolidated venture 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. | |||||||||
  | |||||||||
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 its community leases as to 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 residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, 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. For financing lease assets, the asset is depreciated over the useful life of the asset. 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.  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 January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Simplifying Income Statement—Presentation by Eliminating the Concept of Extraordinary Items ("ASU 2015-01"). ASU 2015-01 is intended to reduce complexity and cost of compliance with GAAP by eliminating the concept of extraordinary items in the statement of operations. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company plans to adopt ASU 2015-01 effective on January 1, 2015, and it is not expected to have a material impact on the Company's consolidated financial statements and disclosures. | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 defines management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the Company beginning in the fourth quarter of 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on its consolidated financial statements and disclosures. | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. ASU 2014-09 is effective for the Company in the first quarter of 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its consolidated financial statements and disclosures. | |||||||||
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). ASU 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014 and is available for early adoption as of January 1, 2014. The Company adopted the provisions of ASU 2014-08 as of January 1, 2014 and incorporated the provisions of this update to its consolidated financial statements upon adoption. The adoption of ASU 2014-08 did not have a material impact on the Company's financial condition or results of operations. | |||||||||
In July 2013, the FASB issued ASU No. 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 Company adopted the provisions of this update as of January 1, 2014 and incorporated the provisions of this update in its consolidated financial statements upon adoption. The adoption of ASU 2013-11 did not have a material impact on the Company's financial condition or results of operations. | |||||||||
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, 2014 | |
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. | |
During fiscal 2014, 2013 and 2012, 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 each 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 3.6 million, 3.9 million and 4.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |
The calculation of diluted weighted average shares excludes the impact of conversion of the outstanding principal amount of $316.3 million of the Company's 2.75% convertible senior notes due 2018. As of December 31, 2014, 2013 and 2012, 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, 2014, 2013 and 2012, the number of shares issuable upon exercise of the warrants was approximately 10.8 million. See Note 8 for more information about the 2.75% convertible notes and warrants. |
Acquisitions_and_Other_Signifi
Acquisitions and Other Significant Transactions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Acquisitions and Other Significant Transactions [Abstract] | |||||||||
Acquisitions and Dispositions | 4.    Acquisitions and Other Significant Transactions | ||||||||
Acquisition of Emeritus | |||||||||
On July 31, 2014, the Company completed the merger contemplated by that certain Agreement and Plan of Merger, dated as of February 20, 2014, (the "Merger Agreement") by and among Emeritus Corporation ("Emeritus"), the Company, and Broadway Merger Sub Corporation, a wholly-owned subsidiary of the Company ("Merger Sub"), pursuant to which Merger Sub merged with and into Emeritus, with Emeritus continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Prior to the Merger, Emeritus was a senior living service provider focused on operating residential style communities throughout the United States. As of July 31, 2014 Emeritus operated 493 communities, including assisted living and dementia care communities. Many of these communities offer independent living alternatives and, to a lessor extent, skilled nursing care. As of July 31, 2014, Emeritus owned 182 communities and leased 311 communities. Prior to the Merger, Emeritus also offered a range of outpatient therapy and home health services in Florida, Arizona and Texas. | |||||||||
For accounting purposes, the Merger was accounted for by the Company as a purchase. The results of Emeritus' operations have been included in the consolidated financial statements subsequent to July 31, 2014. Revenue and loss from operations of Emeritus included in the Company's consolidated statements of operations for the year ended December 31, 2014 were $785.5 million and $128.2 million, respectively. | |||||||||
The aggregate acquisition-date fair value of the consideration transferred in the Merger was approximately $3.0 billion which consisted of the issuance of 47.6 million shares of the Company's common stock with a fair value of approximately $1.6 billion upon the cancellation of all shares of Emeritus' common stock and stock options, as well as the Company's assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indebtedness of Emeritus. The fair value of the 47.6 million common shares issued was determined based on the closing market price of the Company's common shares on July 31, 2014, the effective date of the Merger. | |||||||||
As a result of the acquisition of Emeritus, the Company acquired, directly or indirectly, entities that are lessees under operating and capital leases covering 311 communities, as well as certain other leases such as office leases and leases associated with Emeritus' Nurse on Call home health business. The community leases contain customary terms, including assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants. In connection with the Merger, the Company entered into guarantees of certain of these leases. | |||||||||
The $1.4 billion aggregate principal amount of existing mortgage debt assumed, directly or indirectly, by the Company in the Merger is collateralized by a total of 179 underlying communities, bears interest either at fixed rates at a weighted average of 6.06% per annum or at variable rates at a weighted average of 5.49% per annum (in each case, as of July 31, 2014), and had remaining maturities ranging from approximately three months to 33 years. The mortgage loans contain customary terms including assignment and change of control restrictions, acceleration provisions and financial covenants. In connection with the Merger, the Company entered into guarantees of certain of these debt arrangements. | |||||||||
Emeritus maintained general and professional liability coverage for its owned, leased and managed communities under insurance policies that provided for self-insured retention. In certain historical periods Emeritus was uninsured for a subset of communities. In addition, it maintained a large-deductible workers compensation and a self-insured employee medical program. Emeritus accrued for claims under these three programs and therefore maintained reserves for liabilities related thereto. The Company acquired these liabilities as a result of the Merger, evaluated the adequacy of Emeritus' insurance reserves by reviewing historical claims, investigating claim files with assistance from Emeritus' third party administrators and other consultants, reviewing Emeritus' historical actuarial reports, and obtaining new actuarial valuations for claims incurred but not paid as of the date of the Merger. The Company also acquired tail insurance to provide coverage for general and professional liability claims incurred before the Merger date but made after, and maintains reserves for deductibles payable under the tail policies.  | |||||||||
On June 4, 2013, in Joan Boice et al. v. Emeritus Corporation et al., the Sacramento County Superior Court entered final judgment in favor of Joan Boice (deceased) and against Emeritus in the amount of $250,000 in compensatory damages and $23.0 million in punitive damages. Judgment was also entered in favor of Joan Boice's three adult children for $250,000 and the court awarded the plaintiffs' lawyer over $4.1 million in attorneys' fees. The judgment accrues interest at prescribed statutory rates. On July 8, 2013, Emeritus filed a Notice of Appeal challenging, among other things, the excessive nature of the punitive damages award. Emeritus was required to post a bond in connection with its appeal, and made a cash deposit in the amount of $20.9 million to collateralize the bond. The amount of the cash deposit and the reserve regarding the judgment have been contemplated in the preliminary purchase price allocation. Subsequent to the closing of the Merger, the Company was no longer required to collateralize the bond with a cash deposit. | |||||||||
The fair values of the acquired property, plant and equipment, including communities and assets under capital and financing leases, were determined utilizing a direct capitalization method considering stabilized facility operating income and market capitalization rates. These fair value measurements were based on current market conditions as of the acquisition date and are considered Level 3 measurements within the fair value hierarchy. The range of capitalization rates utilized was 5.5% to 9.75%, depending upon the property type, geographical location, and the quality of the respective community. | |||||||||
The fair values of the acquired capital and financing lease obligations were determined utilizing a discounted cash flow approach considering the estimated contractual lease payments and a market discount rate. These fair value measurements were based on current market conditions as of the acquisition date and are considered Level 3 measurements within the fair value hierarchy. The range of discount rates utilized was 6.0% to 10.75%, depending upon the remaining lease term, property type, geographical location, and the quality of the respective community. | |||||||||
The fair values of the acquired long-term debt obligations were determined utilizing a discounted cash flow approach considering the estimated contractual long-term debt payments and a market discount rate. These fair value measurements were based on current market conditions as of the acquisition date and are considered Level 2 measurements within the fair value hierarchy. The range of discount rates utilized was 3.0% to 7.0%, depending upon the remaining debt term and collateral securing the indebtedness. | |||||||||
The table below presents at the time of the filing of this report, a preliminary allocation of purchase price to the assets acquired and liabilities assumed (in millions): | |||||||||
Cash and cash equivalents | $ | 28 | |||||||
Property, plant and equipment and leasehold intangibles | 5,506 | ||||||||
Goodwill | 639 | ||||||||
Other intangible assets, net | 259 | ||||||||
Other assets, net | 308 | ||||||||
Trade accounts payable and accrued expenses | (297 | ) | |||||||
Long-term debt | (1,516 | ) | |||||||
Capital and financing lease obligations | (2,692 | ) | |||||||
Deferred tax liability | (337 | ) | |||||||
Other liabilities | (248 | ) | |||||||
Noncontrolling interest | (1 | ) | |||||||
Fair value of Brookdale common stock issued | $ | 1,649 | |||||||
The goodwill of $639.3 million is primarily attributable to the synergies expected to arise after the Merger. The Retirement Centers, Assisted Living and Brookdale Ancillary Services segments were allocated goodwill of $20.5 million, $492.0 million and $126.8 million, respectively. The goodwill is not deductible for tax purposes. | |||||||||
The allocation of fair values of the assets acquired and liabilities assumed has changed from the allocation reported in "Note 4 – Acquisitions and Other Significant Transactions" in the Notes to Consolidated Financial Statements (Unaudited) included in Part I of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the SEC on November 10, 2014. The changes to the Company's valuation assumptions were based on more accurate information becoming available concerning the subject assets and liabilities. None of these changes had a material impact on the Company's consolidated financial statements. The allocation of fair values is subject to further adjustment due primarily to information not readily available at the acquisition date related to subjective reserves and property valuations and adjustments to our valuation assumptions and the related deferred tax impact. The Company's assessment of the fair values and the allocation of the purchase price to the identified tangible and intangible assets and liabilities are its current best estimate of fair value. | |||||||||
The following table provides the pro forma consolidated operational data as if the Company had acquired Emeritus on January 1, 2013 (unaudited, in millions, except share and per share data): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Total revenue | $ | 5,055 | $ | 4,853 | |||||
Net loss attributable to common stockholders | (103 | ) | (424 | ) | |||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.59 | ) | $ | (2.48 | ) | |||
Weighted average shares used in computing basic and diluted net loss per share (in thousands) | 175,823 | 171,255 | |||||||
The Company incurred $57.1Â million of transaction costs related to the acquisition of Emeritus for the year ended December 31, 2014. Transaction costs are primarily comprised of transaction fees and direct acquisition costs, including legal, finance, consulting, professional fees and other third party costs. The pro forma consolidated operational data for the year ended December 31, 2014 excludes $57.1 million of transaction costs that were directly attributable to the Merger. The proforma consolidated operational data for the year ended December 31, 2013 includes $57.1 million of transaction costs that were directly attributable to the Merger. On August 29, 2014, the Company completed the HCP Transactions (as defined below). The pro forma consolidated operational data reflects the Company's full ownership interests and previously existing lease terms through the closing of the HCP Transactions on August 29, 2014 and reflects the Company's subsequent venture arrangements and amended lease terms for the remainder of the period. | |||||||||
The pro forma consolidated operational data is based on assumptions and estimates considered appropriate by the Company's management; however, these pro forma results are not necessarily indicative of the results of operations that would have been obtained had the Merger occurred at the beginning of the periods presented, nor do they purport to represent the consolidated results of operations for future periods. The pro forma consolidated operational data does not include the impact of any synergies that may be achieved from the acquisition of Emeritus or any strategies that management may consider in order to continue to efficiently manage operations. | |||||||||
On July 30, 2014, in connection with the Merger, the Company's Certificate of Incorporation was amended to authorize up to 400 million shares of common stock. | |||||||||
HCP Transactions | |||||||||
On August 29, 2014, the Company completed the transactions contemplated by that certain Master Contribution and Transactions Agreement (the "Master Agreement"), dated as of April 23, 2014, by and between the Company and HCP, Inc. ("HCP"). At the closing of these transactions (the "Closing"), the Company and HCP entered into two ventures and amended the terms of certain existing agreements between the Company and HCP ("HCP Transactions"). | |||||||||
Each of the ventures contemplated by the Master Agreement uses a "RIDEA" structure, whereby at the Closing each of the Company and HCP invested in an "opco" entity and a "propco" entity. The propco owns most of the applicable communities and leases such communities to the opco pursuant to long-term leases entered into at the Closing. The opco owns the remainder of the applicable communities not owned by the propco, and at the Closing the opco engaged an affiliate of the Company to manage all of the owned and leased communities pursuant to management agreements with 15-year terms subject to certain extension options. | |||||||||
Venture Relating to Entry Fee CCRCs. At the Closing, the Company and HCP entered into a venture with respect to certain entry fee CCRCs previously owned, leased and/or operated by the Company. The Company owns a 51% ownership interest, and HCP owns a 49% ownership interest, in each of the propco and opco (together, the "CCRC Venture"). Pursuant to the terms of the Master Agreement, at the Closing the Company contributed to the CCRC Venture eight wholly-owned entities (owning eight CCRCs subject, in certain cases, to existing debt) and certain purchase options with respect to the HCP Communities (as defined below), and HCP contributed to the CCRC Venture three wholly-owned entities (owning three properties in two CCRCs (the "HCP Communities")). In addition, HCP contributed $323.5 million in cash and the CCRC Venture completed the purchases of four communities managed by the Company for an aggregate purchase price of $323.5 million immediately following the Closing. Each of the CCRCs in the CCRC Venture is managed by the Company pursuant to market rate management agreements entered into at the Closing, and the Company has agreed to guarantee certain obligations of the manager under the applicable management agreements. Each of the propco and opco is governed by a board of managers consisting of six members, with three representatives appointed by each of the Company and HCP. | |||||||||
The results of operations and financial position of the ten previously owned or leased entry fee CCRCs, including refundable entrance fee liabilities and deferred revenue, were in all material respects deconsolidated from the Company prospectively upon formation of the CCRC Venture. The Company's interest in the CCRC Venture is accounted for under the equity method of accounting. The Company's investment basis in the CCRC Venture is based on the carrying values of the net assets it contributed which is less than the Company's proportional share of underlying fair value of equity. | |||||||||
Venture Relating to Emeritus / HCP Communities. At the Closing, the Company and HCP entered into a venture with respect to 49 independent living, assisted living, memory care and/or skilled nursing care communities previously owned by HCP and leased and historically operated by Emeritus. The Company acquired the leases in the Merger, recorded them at fair value at the acquisition date, and in this transaction effectively terminated the leases; therefore the Company has written off all of the recorded lease values in connection with this termination. The Company owns a 20% ownership interest, and HCP owns an 80% ownership interest, in each of the propco and opco (together, the "HCP 49 Venture"). Pursuant to the terms of the Master Agreement, at the Closing an HCP affiliate made a loan to the Company at prevailing interest rates in the original principal amount of approximately $68 million to fund the Company's initial capital contribution to the HCP 49 Venture. HCP contributed 49 communities to propco. At the Closing, propco leased the communities to opco. Each of the communities in the HCP 49 Venture is managed by an affiliate of the Company, and the Company has agreed to guarantee certain obligations of the manager under the applicable market rate management agreements. During the three months ended December 31, 2014, the Company repaid the $68 million loan from HCP primarily with the proceeds from the public equity offering completed during the third quarter. | |||||||||
The results and financial position of the communities were, in all material respects, deconsolidated from the Company prospectively upon formation of the HCP 49 Venture. The Company's interest in the venture is accounted for under the equity method of accounting. | |||||||||
Pursuant to the terms of the Master Agreement, the Company is required to pay HCP a fee related to the lease restructuring in the amount of $34 million, which fee is payable over a two-year period beginning September 30, 2014. The elimination of the recorded lease values upon termination of the aforementioned leases approximated the $34 million liability to HCP. | |||||||||
Amendments to Existing Agreements (including Triple Net Leases). At the Closing, the Company and HCP amended and restated (i) that certain Master Lease and Security Agreement, dated as of October 31, 2012, by and between Emeritus and certain affiliates of HCP, with respect to 112 communities, and (ii) certain other triple net leases between Emeritus and affiliates of HCP, with respect to 41 communities, together into a single master lease with the communities subject thereto separated into three pools (the "Master Lease"). The term of the Master Lease is 14 years for the pool 1 communities, 15 years for the pool 2 communities and 16 years for the pool 3 communities, with an average of approximately 15 years, in each case subject to two extension options of approximately 10 years each, and the Master Lease is guaranteed by the Company. The Master Lease provides for total base rent in 2014 of approximately $158 million, with lower future rent payments and escalations compared to the previously existing leases. HCP has agreed to make available up to $100 million for capital expenditures related to the communities during calendar years 2014 through 2017 at an initial lease rate of 7.0%. The Master Lease includes certain customary covenants, with respect to, among other things, capital expenditure requirements, restrictions on the ownership, operation and management of competing communities and transfer restrictions (including restrictions on changes of control of the Company). The Master Lease also includes customary events of default and remedies relating thereto. In addition, the Master Lease includes a fair value purchase option in favor of the Company for up to ten communities at an aggregate purchase price not to exceed $60 million. As described further in Note 22, on December 29, 2014 the Company exercised this purchase option and agreed to purchase nine communities for an aggregate purchase price of $60 million. | |||||||||
In connection with the transactions contemplated by the Master Agreement, at the Closing, (i) the parties terminated the purchase option rights granted by HCP to Emeritus pursuant to 49 of the previously existing Emeritus leases, (ii) the parties agreed to modify the existing term extension hurdle and incentive management fee structure applicable to an existing venture between the Company and HCP in respect of 20 independent living, assisted living, memory care and/or skilled nursing care communities, and (iii) HCP released certain deposits and reserves posted by the Company and held by HCP or its affiliates in connection with existing leases between the parties. For accounting purposes, the amended leases were treated as new leases and classified as either capital or financing leases. The terminated purchase options were included in the determination of recorded capital or financing lease related balances. | |||||||||
2014 Community Acquisitions and Dispositions | |||||||||
In July 2014, the Company acquired the underlying real estate associated with four communities that were previously leased for an aggregate purchase price of $51.4 million. The results of operations of three and one of these communities, prior and subsequent to the acquisition, are reported in the Retirement Centers and Assisted Living segments, respectively. The Company financed the transactions with $17.0 million of seller-financing secured by three of the communities. The balance of the purchase price was paid from cash on hand. | |||||||||
During the year ended December 31, 2014, the Company sold four communities for an aggregate selling price of $9.2 million. The results of operations of the communities were previously reported in the Assisted Living and CCRCs - Rental segments. | |||||||||
Equity Offering | |||||||||
In September 2014, the Company completed a public equity offering of 10,298,506 shares of common stock, which yielded net proceeds of approximately $330.4 million, net of approximately $0.4 million of costs related to the offering. During the three months ended December 31, 2014, the Company repaid $275.9 million of existing long-term debt with a weighted average interest rate of approximately 5.5%, financed primarily with the proceeds of the public equity offering, and the Company has used and is using net proceeds to finance the exercise of purchase options on certain communities currently leased by the Company and for other general corporate purposes, which may include additional debt repayments and the acceleration of capital investments in the Company's communities and corporate infrastructure platform. | |||||||||
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 results of operations of the community are included in the CCRCs - Entry Fee segment for the six month period ended June 30, 2014 and the CCRCs - Rental segment for the six month period ended December 31, 2014. | |||||||||
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 sheets 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. |
Investment_in_Unconsolidated_V
Investment in Unconsolidated Ventures | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Variable Interest Entities and Investment in Unconsolidated Ventures [Abstract] | ||||||||||
Variable Interest Entities and Investment in Unconsolidated Ventures | 5.    Variable Interest Entities and Investment in Unconsolidated Ventures | |||||||||
Variable Interest Entities | ||||||||||
At December 31, 2014, the Company has equity interests in unconsolidated VIEs. The Company has determined that it does not have the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and is not the primary beneficiary of these VIEs in accordance with ASC 810. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting. | ||||||||||
The Company holds a 51% equity interest in the CCRC Venture. The CCRC Venture's opco has been identified as a VIE. The equity members of the CCRC Venture's opco share certain operating rights, and the Company acts as manager to the CCRC Venture opco; however, the Company does not consolidate this VIE because it does not have the ability to control the activities that most significantly impact this VIE's economic performance. The assets of the CCRC Venture opco primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable and cash and cash equivalents. The obligations of the CCRC Venture opco primarily consist of community lease obligations, accounts payable, accrued expenses and refundable entrance fees. Assets generated by the CCRC operations (primarily rents from CCRC residents) of the CCRC Venture opco may only be used to settle its contractual obligations (primarily the rental costs and operating expenses incurred to operate the communities). See Note 4 for more information about the Company's entry into the CCRC Venture. | ||||||||||
The Company holds a 20% equity interest in the HCP 49 Venture. The opco and propco of the HCP 49 Venture have been identified as VIEs. The equity members of the HCP 49 Venture share certain operating rights and the Company acts as manager to the HCP 49 Venture opco; however, the Company does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact the economic performance of these VIEs. The assets of the HCP 49 Venture propco primarily consist of the senior housing communities that it owns and cash and cash equivalents. The obligations of the HCP 49 Venture propco primarily consist of a note payable to HCP. The assets of the HCP 49 Venture opco primarily consist of the senior housing communities that it leases, resident fees receivable and cash and cash equivalents. The obligations of the HCP 49 Venture opco primarily consist of community lease obligations, accounts payable and accrued expenses. Assets generated by the operations of the senior housing communities (primarily rents from senior housing residents) of the HCP 49 Venture may only be used to settle its contractual obligations (primarily the rental costs and operating expenses incurred to operate the communities). See Note 4 for more information about the Company's entry into the HCP 49 Venture. | ||||||||||
The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are summarized below at December 31, 2014 (in millions): | ||||||||||
VIE | Asset | Maximum Exposure to Loss | Carrying Amount | |||||||
CCRC Venture opco | Investment in unconsolidated ventures | $ | 191.9 | $ | 191.9 | |||||
HCP 49 Venture opco and propco | Investment in unconsolidated ventures | $ | 70.5 | $ | 70.5 | |||||
As of December 31, 2014, the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs. | ||||||||||
Investment in Unconsolidated Ventures | ||||||||||
The Company owns interests in the following ventures that are accounted for under the equity method as of December 31, 2014: | ||||||||||
Venture | Ownership Percentage | |||||||||
CCRC Venture | 51% | |||||||||
HCP 49 Venture | 20% | |||||||||
BKD-HCN venture opco and propco | 20% | |||||||||
S-H Twenty-One venture opco and propco | 10% |
Property_Plant_and_Equipment_a
Property, Plant and Equipment and Leasehold Intangibles, Net | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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, 2014 and 2013, net property, plant and equipment and leasehold intangibles, which include assets under capital and financing leases, consisted of the following (in thousands): | |||||||||
2014 | 2013 | ||||||||
Land | $ | 475,485 | $ | 302,444 | |||||
Buildings and improvements | 5,017,991 | 3,508,693 | |||||||
Leasehold improvements | 56,515 | 59,948 | |||||||
Furniture and equipment | 735,837 | 623,352 | |||||||
Resident and leasehold operating intangibles | 852,746 | 435,012 | |||||||
Construction in progress | 99,408 | 88,309 | |||||||
Assets under capital and financing leases | 3,057,516 | 699,973 | |||||||
10,295,498 | 5,717,731 | ||||||||
Accumulated depreciation and amortization | (1,905,993 | ) | (1,822,256 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 8,389,505 | $ | 3,895,475 | |||||
During the years ended December 31, 2014, 2013 and 2012, 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. The Company recorded non-cash impairment charges in its operating results of $10.0 million for the year ended December 31, 2014, primarily within the Retirement Centers and Assisted Living segments, $12.9 million for the year ended December 31, 2013, primarily within the CCRCs - Rental and Assisted Living segments and $27.7 million for the year ended December 31, 2012, primarily within the Retirement Centers and Assisted Living segments. These impairment charges are primarily due to lower than expected operating performance at these properties and reflect the amount by which the carrying values of the assets exceeded their estimated fair value. | |||||||||
For the years ended December 31, 2014, 2013 and 2012, the Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $529.1 million, $264.1 million and $248.5 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 | |||||||||
2015 | $ | 264,051 | |||||||
2016 | 23,121 | ||||||||
2017 | 16,742 | ||||||||
2018 | 9,624 | ||||||||
2019 | 5,819 | ||||||||
Thereafter | 18,858 | ||||||||
Total | $ | 338,215 | |||||||
In connection with the acquisition of Emeritus, the Company recorded intangible assets for resident-in-place leases and below market operating lease intangibles. The Company is amortizing the resident-in-place leases and below market operating lease intangibles over their estimated weighted average useful lives of one and nine years, respectively. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, Net | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
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, 2014 and 2013 presented on an operating segment basis (dollars in thousands): | |||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||
Gross | Emeritus Acquisition | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
Carrying | Impairment and Other Charges | Carrying | Impairment and Other Charges | ||||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Retirement Centers | $ | 7,642 | $ | 20,499 | $ | (521 | ) | $ | 27,620 | $ | 7,642 | $ | (521 | ) | $ | 7,121 | |||||||||||||
Assisted Living | 90,640 | 491,983 | (248 | ) | 582,375 | 102,680 | (248 | ) | 102,432 | ||||||||||||||||||||
Brookdale Ancillary Services | — | 126,810 | — | 126,810 | — | — | — | ||||||||||||||||||||||
Total | $ | 98,282 | $ | 639,292 | $ | (769 | ) | $ | 736,805 | $ | 110,322 | $ | (769 | ) | $ | 109,553 | |||||||||||||
Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present.  No indicators of impairment were present during the three years ended December 31, 2014. As identified in Note 4, the purchase price allocation for the Merger is preliminary and the finalization of such estimate may result in future adjustments to goodwill balances reported in the table above. | |||||||||||||||||||||||||||||
The following is a summary of other intangible assets at December 31, 2014 and 2013 (dollars in thousands): | |||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Community purchase options | $ | 55,738 | $ | — | $ | 55,738 | $ | 122,649 | $ | — | $ | 122,649 | |||||||||||||||||
Health care licenses | 64,538 | — | 64,538 | 33,853 | — | 33,853 | |||||||||||||||||||||||
Trade names | 27,800 | (4,179 | ) | 23,621 | — | — | — | ||||||||||||||||||||||
Other | 13,531 | (2,655 | ) | 10,876 | 3,331 | (1,076 | ) | 2,255 | |||||||||||||||||||||
Total | $ | 161,607 | $ | (6,834 | ) | $ | 154,773 | $ | 159,833 | $ | (1,076 | ) | $ | 158,757 | |||||||||||||||
Amortization expense related to definite-lived intangible assets for the years ended December 31, 2014, 2013 and 2012 was $8.0 million, $4.7 million and $3.8 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. No indicators of impairment were present during the year ended December 31, 2014. | |||||||||||||||||||||||||||||
In connection with the acquisition of Emeritus, the Company recorded intangible assets for community purchase options, trade names, management contracts and health care licenses. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. The lease purchase options are not currently amortized, but will be added to the cost basis of the related communities if the option is exercised, and will then be depreciated over the estimated useful life of the community. The Company is amortizing the trade names and management contract intangibles assets over their estimated weighted average useful lives of three years and nine years, respectively. The weighted average amortization periods at acquisition for the other intangible assets is three years. During the year ended December 31, 2014, the Company contributed certain community purchase options to the CCRC Venture and terminated the community purchase option rights pursuant to 49 of the previously existing Emeritus leases in connection with closing the HCP Transactions. See Note 4 for more information about the Company's community purchase option activity. | |||||||||||||||||||||||||||||
Future amortization expense for intangible assets with definite lives is estimated to be as follows (dollars in thousands): | |||||||||||||||||||||||||||||
Year Ending December 31, | Future | ||||||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||||||
2015 | $ | 12,193 | |||||||||||||||||||||||||||
2016 | 8,165 | ||||||||||||||||||||||||||||
2017 | 3,726 | ||||||||||||||||||||||||||||
2018 | 3,717 | ||||||||||||||||||||||||||||
2019 | 2,638 | ||||||||||||||||||||||||||||
Thereafter | 4,058 | ||||||||||||||||||||||||||||
Total | $ | 34,497 |
Debt
Debt | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt [Abstract] | |||||||||||||
Debt | 8.       Debt | ||||||||||||
Long-term Debt and Capital and Financing Lease Obligations | |||||||||||||
Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Mortgage notes payable due 2015 through 2047; weighted average interest rate of 4.84% in 2014, net of debt premium of $59.6 million in 2014 and net of debt premium of $1.3 million in 2013 (weighted average interest rate of 4.12% in 2013) | $ | 3,105,410 | $ | 2,037,649 | |||||||||
Capital and financing lease obligations payable through 2030; weighted average interest rate of 8.57% in 2014 (weighted average interest rate of 8.14% in 2013) | 2,649,226 | 299,824 | |||||||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $43.9 million and $54.8 million in 2014 and 2013, respectively, interest at 2.75% per annum, due June 2018 | 272,345 | 261,443 | |||||||||||
Construction financing due 2017 through 2019; weighted average interest rate of 4.90% in 2014 (weighted average interest rate of 6.22% in 2013) | 50,118 | 4,476 | |||||||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.82% in 2014 (weighted average interest rate of 2.65% in 2013), due 2015 | 22,586 | 3,186 | |||||||||||
Other notes payable, weighted average interest rate of 4.75% in 2014 and maturity dates ranging from 2015 to 2016 | 66,271 | – | |||||||||||
Total debt and capital and financing lease obligations | 6,165,956 | 2,606,578 | |||||||||||
Less current portion | 272,265 | 201,954 | |||||||||||
Total long-term debt and capital and financing lease obligations | $ | 5,893,691 | $ | 2,404,624 | |||||||||
The annual aggregate scheduled maturities of long-term debt and capital and financing lease obligations outstanding as of December 31, 2014 are as follows (dollars in thousands): | |||||||||||||
Year Ending December 31, | Long-term | Capital and | Total Debt | ||||||||||
Debt | Financing | ||||||||||||
Lease | |||||||||||||
Obligations | |||||||||||||
2015 | $ | 151,764 | $ | 246,992 | $ | 398,756 | |||||||
2016 | 61,515 | 323,446 | 384,961 | ||||||||||
2017 | 554,036 | 280,077 | 834,113 | ||||||||||
2018 | 1,301,391 | 283,757 | 1,585,148 | ||||||||||
2019 | 149,842 | 291,493 | 441,335 | ||||||||||
Thereafter | 1,282,464 | 3,629,975 | 4,912,439 | ||||||||||
Total obligations | 3,501,012 | 5,055,740 | 8,556,752 | ||||||||||
Less amount representing debt premium, net | 15,718 | — | 15,718 | ||||||||||
Less amount representing interest (8.57%) | — | (2,406,514 | ) | (2,406,514 | ) | ||||||||
Total | $ | 3,516,730 | $ | 2,649,226 | $ | 6,165,956 | |||||||
Credit Facilities | |||||||||||||
On December 19, 2014, the Company entered into a Fourth Amended and Restated Credit Agreement with General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto. The amended credit agreement amended and restated in its entirety the Company's previously existing Third Amended and Restated Credit Agreement dated as of September 20, 2013, which provided a total commitment amount of $250.0 million. The amended agreement provides for a total commitment amount of $500.0 million, comprised of a $100.0 million term loan drawn at closing and a $400.0 million revolving credit facility (with a $50.0 million sublimit for letters of credit and a $50.0 million swingline feature to permit same day borrowing) and an option to increase the revolving credit facility by an additional $250.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. In addition, the amended credit agreement extended the maturity date from March 31, 2018 to January 3, 2020 and decreased the interest rate payable on drawn amounts and the fee payable on the unused portion of the facility. Amounts drawn under the facility will continue to bear interest at 90-day LIBOR plus an applicable margin; however, the amended agreement reduces the applicable margin from a range of 3.25% to 4.25% to a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%. The amended agreement also eliminates the minimum 0.5% LIBOR rate included in the prior agreement. | |||||||||||||
Amounts drawn on the facility may 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 amended 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, 2014, the outstanding balance under this credit facility was $100.0 million. The Company also had secured and unsecured letter of credit facilities of up to $98.7 million in the aggregate as of December 31, 2014. Letters of credit totaling $72.7 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 due 2018 (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 $29.33 per share), subject to adjustment. 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. In addition, Holders may convert their Notes at their option under the following circumstances:  (i) during any fiscal quarter 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 the last day of such preceding fiscal quarter; (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. As of December 31, 2014, the Notes are not convertible. 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 regarding the accounting for convertible debt instruments that may be settled in cash upon conversion (including partial settlement), the liability and equity components of the convertible debt are separated in a manner that will reflect the Company'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, 2014, the "if converted" value of the Notes does not exceed their 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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Coupon interest | $ | 8,697 | $ | 8,697 | $ | 8,697 | |||||||
Amortization of discount | 10,902 | 10,131 | 9,415 | ||||||||||
Interest expense related to convertible notes | $ | 19,599 | $ | 18,828 | $ | 18,112 | |||||||
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 features 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. | |||||||||||||
2014 Financings | |||||||||||||
On April 9, 2014, the Company obtained $146.0 million in loans, secured by first mortgages, on 20 communities. The loans bear interest at a fixed rate of 4.77% and mature in May 2021. Proceeds of the loans were used to refinance $140.0 million of mortgage debt that was scheduled to mature in November 2014. | |||||||||||||
In October 2014, the Company obtained $89.7 million in supplemental loans, secured by the 21 underlying communities. The loans bear interest at a fixed rate of approximately 4.6%. | |||||||||||||
In the fourth quarter of 2014, the Company repaid $275.9 million of existing long-term debt with a weighted average interest rate of approximately 5.5%, including the $68 million loan from HCP used to fund the Company's initial capital contribution to the HCP 49 Venture. The Company financed the repayment of debt primarily with the proceeds from the public equity offering completed during the third quarter. See Note 4 for more information about the HCP 49 Venture and the public equity offering. | |||||||||||||
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 2014 and July 2014 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 2013 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. | |||||||||||||
As of December 31, 2014, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements. | |||||||||||||
Interest Rate Caps | |||||||||||||
In the normal course of business, the Company has entered into certain interest rate protection agreements to effectively manage the risk above certain interest rates for a portion of the Company's variable rate debt. The following table summarizes the Company's interest rate cap instruments at December 31, 2014 (dollars in thousands): | |||||||||||||
Current notional balance | $ | 846,255 | |||||||||||
Weighted average fixed cap rate | 4.31 | % | |||||||||||
Earliest maturity date | 2016 | ||||||||||||
Latest maturity date | 2018 | ||||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2014) | $ | 763 | |||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2013) | $ | 3,751 |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses [Abstract] | |||||||||
Accrued Expenses | 9.           Accrued Expenses | ||||||||
Accrued expenses consist of the following components as of December 31, (in thousands): | |||||||||
2014 | 2013 | ||||||||
Salaries and wages | $ | 124,935 | $ | 76,278 | |||||
Insurance reserves | 116,858 | 31,293 | |||||||
Real estate taxes | 43,155 | 25,763 | |||||||
Vacation | 43,037 | 25,715 | |||||||
Interest | 12,757 | 7,270 | |||||||
Accrued utilities | 12,798 | 7,616 | |||||||
Lease payable | 30,001 | 11,973 | |||||||
Taxes payable | 2,679 | 1,477 | |||||||
Other | 36,434 | 22,094 | |||||||
Total | $ | 422,654 | $ | 209,479 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||
Commitments and Contingencies | 10.       Commitments and Contingencies | ||||||||||||
Facility Operating Leases | |||||||||||||
The Company has entered into sale leaseback and lease agreements with certain real estate investment trusts ("REIT"s). 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 primarily vary from 10 to 20 years and generally 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, 2014 the Company operated 583 communities under long-term leases (342 operating leases and 241 capital and financing leases). As of December 31, 2013 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 17 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 (above) below market rents and deferred gains are as follows (in thousands): | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash basis payment | $ | 330,207 | $ | 278,504 | $ | 281,729 | |||||||
Straight-line expense | 1,439 | 2,597 | 6,668 | ||||||||||
Amortization of (above) below market rents, net | (3,444 | ) | — | — | |||||||||
Amortization of deferred gain | (4,372 | ) | (4,372 | ) | (4,372 | ) | |||||||
Facility lease expense | $ | 323,830 | $ | 276,729 | $ | 284,025 | |||||||
The aggregate amounts of future minimum operating lease payments, including community and office leases, as of December 31, 2014, are as follows (dollars in thousands): | |||||||||||||
Year Ending December 31, | Operating | ||||||||||||
Leases | |||||||||||||
2015 | $ | 395,990 | |||||||||||
2016 | 396,011 | ||||||||||||
2017 | 381,722 | ||||||||||||
2018 | 366,040 | ||||||||||||
2019 | 348,111 | ||||||||||||
Thereafter | 1,239,651 | ||||||||||||
Total | $ | 3,127,525 | |||||||||||
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, 2014 | |
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. Emeritus provided professional liability coverage for approximately one-half of its operating locations through a wholly-owned captive insurance carrier, and the captive did not itself acquire excess professional liability coverage until October 1, 2013. Consequently, as a result of the Emeritus acquisition, the Company retains full exposure for professional liability claims incurred at those locations before October 1, 2013 and made prior to July 31, 2014. | |
As of December 31, 2014 and 2013, the Company accrued reserves of $301.6 million and $76.6 million, respectively, for these programs of which $184.7 million and $45.3 million is classified as long-term liabilities as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the Company accrued $52.7 million and $16.0 million, respectively, of estimated amounts receivable from the insurance companies under these insurance programs. | |
The Company has secured self-insured retention risk under workers' compensation and general liability and professional liability programs with cash deposits of $19.6 million and $18.6 million as of December 31, 2014 and 2013, respectively. Letters of credit securing the programs aggregated $33.8 million and $34.2 million as of December 31, 2014 and 2013, respectively. Emeritus previously maintained workers' compensation insurance coverage through a high deductible, collateralized insurance policy with deposits of $51.9 million as of December 31, 2014. |
Retirement_Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2014 | |
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 25.0% 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, 2014, 2013 and 2012, the Company's expense to the plan was $7.1 million, $6.6 million and $4.8 million, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
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, which was terminated in connection with the Merger, the Company was 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). In connection with the Company's obligations thereunder, the Company incurred approximately $0.4 million of expenses in 2014 related to secondary public equity offerings of Company shares by Fortress affiliates. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||
Stock-Based Compensation | 14.       Stock-Based Compensation | ||||||||||||
The following table sets forth information about the Company's restricted stock awards (excluding restricted stock units) (share amounts in thousands): | |||||||||||||
Number of Shares | Weighted | ||||||||||||
Average | |||||||||||||
Grant Date Fair Value | |||||||||||||
Outstanding on January 1, 2012 | 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 | ||||||||||
Granted | 1,662 | $ | 29.79 | ||||||||||
Vested | (1,185 | ) | $ | 19.58 | |||||||||
Cancelled/forfeited | (298 | ) | $ | 21.02 | |||||||||
Outstanding on December 31, 2014 | 3,552 | $ | 25.7 | ||||||||||
As of December 31, 2014, there was $59.1 million of total unrecognized compensation cost related to nonvested share-based compensation awards 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 15% 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. | |||||||||||||
During 2014, grants of restricted shares under the Company's Omnibus Stock Incentive Plan and 2014 Omnibus 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, 2014 | 1,028 | $ | 27.01 – $27.18 | $ | 27,774 | ||||||||
Three months ended June 30, 2014 | 42 | $ | 31.06 − $33.84 | $ | 1,313 | ||||||||
Three months ended September 30, 2014 | 560 | $ | 33.42 − $34.65 | $ | 19,356 | ||||||||
Three months ended December 31, 2014 | 32 | $ | 33.76 | $ | 1,072 | ||||||||
The Company has an employee stock purchase plan for all eligible employees. 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 consolidated financial statements is not material. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||
Fair Value Measurements | 15.    Fair Value Measurements | ||||||||||||||||
The following table sets forth the Company's derivative assets, consisting primarily of interest rate caps that effectively manage the risk above certain interest rates for a portion of the Company's variable rate debt, carried at fair value as measured on a recurring basis as of December 31, 2014 (in thousands): | |||||||||||||||||
Total Carrying | Quoted prices | Significant | Significant | ||||||||||||||
Value at | in active | other | unobservable | ||||||||||||||
December 31, | markets | observable | inputs | ||||||||||||||
2014 | (Level 1) | inputs | (Level 3) | ||||||||||||||
(Level 2) | |||||||||||||||||
Derivative assets | $ | 763 | $ | — | $ | 763 | $ | — |
Share_Repurchase_Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2014 | |
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. | |
No shares were purchased pursuant to this authorization during the years ended December 31, 2014, 2013 and 2012. As of December 31, 2014, approximately $82.4 million remains available under this share repurchase authorization. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income Taxes | 17.    Income Taxes | ||||||||||||
The benefit (provision) for income taxes is comprised of the following (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal: | |||||||||||||
Current | $ | 1,367 | $ | (312 | ) | $ | 193 | ||||||
Deferred | 182,371 | 183 | 347 | ||||||||||
Total Federal | 183,738 | (129 | ) | 540 | |||||||||
State: | |||||||||||||
Current | (2,433 | ) | (1,627 | ) | (2,059 | ) | |||||||
Deferred (included in Federal above) | — | — | — | ||||||||||
Total State | (2,433 | ) | (1,627 | ) | (2,059 | ) | |||||||
Total | $ | 181,305 | $ | (1,756 | ) | $ | (1,519 | ) | |||||
A reconciliation of the benefit (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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax benefit at U.S. statutory rate | $ | 115,756 | $ | 640 | $ | 22,945 | |||||||
Valuation allowance | 64,155 | (7,097 | ) | (24,138 | ) | ||||||||
State taxes, net of federal income tax | 11,582 | (985 | ) | 1,258 | |||||||||
Unrecognized tax benefits | 822 | (3 | ) | 193 | |||||||||
Return to provision | 716 | (2,568 | ) | (225 | ) | ||||||||
Non-deductible transaction costs | (6,870 | ) | — | — | |||||||||
Tax credits | (2,222 | ) | 9,757 | — | |||||||||
Meals and entertainment | (946 | ) | (496 | ) | (486 | ) | |||||||
Tax rate changes | (718 | ) | — | — | |||||||||
Officers compensation | (751 | ) | (724 | ) | (922 | ) | |||||||
Other, net | (118 | ) | (65 | ) | 122 | ||||||||
Lobbying and political | (101 | ) | (89 | ) | — | ||||||||
Expired charitable contribution | — | (126 | ) | — | |||||||||
Loss on acquisition | — | — | (266 | ) | |||||||||
Total | $ | 181,305 | $ | (1,756 | ) | $ | (1,519 | ) | |||||
 Significant components of the Company's deferred tax assets and liabilities at December 31 are as follows (dollars in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Capital and financing lease obligations | $ | 945,000 | $ | 39,748 | |||||||||
Operating loss carryforwards | 227,956 | 150,755 | |||||||||||
Accrued expenses | 146,536 | 54,400 | |||||||||||
Deferred lease liability | 77,790 | 49,864 | |||||||||||
Tax credits | 34,860 | 32,673 | |||||||||||
Intangible assets | 17,785 | — | |||||||||||
Deferred gain on sale leaseback | 7,073 | 8,673 | |||||||||||
Prepaid revenue | 5,835 | 53,228 | |||||||||||
Total gross deferred income tax asset | 1,462,835 | 389,341 | |||||||||||
Valuation allowance | (9,213 | ) | (72,366 | ) | |||||||||
Net deferred income tax assets | 1,453,622 | 316,975 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property, plant and equipment | (1,556,603 | ) | (374,431 | ) | |||||||||
Investment in unconsolidated ventures | (54,113 | ) | — | ||||||||||
Other | (2,181 | ) | (6,200 | ) | |||||||||
Total gross deferred income tax liability | (1,612,897 | ) | (380,631 | ) | |||||||||
Net deferred tax liability | $ | (159,275 | ) | $ | (63,656 | ) | |||||||
A reconciliation of the net deferred tax liability to the consolidated balance sheets at December 31 is as follows (dollars in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax asset – current | $ | 84,199 | $ | 17,643 | |||||||||
Deferred tax liability – noncurrent | (243,474 | ) | (81,299 | ) | |||||||||
Net deferred tax liability | $ | (159,275 | ) | $ | (63,656 | ) | |||||||
As of December 31, 2014 and 2013, the Company had federal net operating loss carryforwards of approximately $766.9 million and $427.4 million, respectively, which are available to offset future taxable income through 2034. As a result of the acquisition of Emeritus on July 31, 2014, the Company recorded deferred tax liabilities in excess of deferred tax assets that reflect the difference between the fair market value of the acquired assets over the historical basis of the acquired assets. The Company determined that it is more likely than not that its' federal net operating losses, the majority of state net operating losses, and the majority of its' tax credits will be utilized in the future, based on the future reversal of these deferred tax liabilities. As a result, during the year ended December 31, 2014 the Company recorded an aggregate deferred federal, state and local income tax benefit of $64.2 million from the release of the valuation allowance against certain deferred tax assets. Additionally, the Company recorded an aggregate deferred federal, state and local tax benefit of $94.1 million as a result of the operating loss for the year ended December 31, 2014. | |||||||||||||
The Company has recorded valuation allowances of $7.5 million and $7.0 million at December 31, 2014 and 2013, 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 $1.8 million and $20.6 million as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the Company had $112.6 million and $53.5 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 the amount of $92.0 million. The acquisition of Emeritus on July 31, 2014 resulted in an ownership change for Emeritus resulting in an annual limitation of $53.9 million on net operating losses acquired by the Company from Emeritus. 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, 2014, the Company had gross tax affected unrecognized tax benefits of $30.2Â 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 consolidated financial statements. Total interest and penalties reserved is $0.5 million at December 31, 2014. Tax returns for years 2011 through 2013 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 2014 and prior years will significantly change in 2015. | |||||||||||||
A reconciliation of the unrecognized tax benefits for the year 2014 is as follows (dollars in thousands): | |||||||||||||
Balance at January 1, 2014 | $ | 1,556 | |||||||||||
Additions for tax positions taken by Emeritus | 29,664 | ||||||||||||
Additions for tax positions related to the current year | — | ||||||||||||
Additions for tax positions related to prior years | 9 | ||||||||||||
Reductions for tax positions related to prior years | (1,034 | ) | |||||||||||
Balance at December 31, 2014 | $ | 30,195 | |||||||||||
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 the Company's consolidated results of operations, cash flows or financial position. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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, | |||||||||||||
Supplemental Disclosure of Cash Flow Information:Â | 2014 | 2013 | 2012 | ||||||||||
Interest paid | $ | 226,594 | $ | 123,036 | $ | 130,009 | |||||||
Income taxes paid | $ | 2,746 | $ | 2,283 | $ | 2,658 | |||||||
Write-off of deferred financing costs | $ | 616 | $ | 763 | $ | 744 | |||||||
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 | (391 | ) | (1,265 | ) | (2,817 | ) | |||||||
Property, plant and equipment and leasehold intangibles, net | 80,330 | 99,657 | 257,772 | ||||||||||
Other intangible assets, net | (23,978 | ) | 3,517 | 9,575 | |||||||||
Other assets, net | (2,747 | ) | 1,611 | (7,327 | ) | ||||||||
Accrued expenses | — | (5,169 | ) | (573 | ) | ||||||||
Other liabilities | (20,568 | ) | — | 3,601 | |||||||||
Long-term debt | 7,795 | (64,131 | ) | 10,123 | |||||||||
Net cash paid | $ | 40,441 | $ | 34,686 | $ | 272,523 | |||||||
Formation of CCRC Venture: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | (729,123 | ) | $ | — | $ | — | ||||||
Investment in unconsolidated ventures | 194,485 | — | — | ||||||||||
Other intangible assets, net | (56,829 | ) | — | — | |||||||||
Other assets, net | (9,137 | ) | — | — | |||||||||
Long-term debt | 170,416 | — | — | ||||||||||
Capital and financing lease obligations | 27,085 | — | — | ||||||||||
Refundable entrance fees and deferred revenue | 413,761 | — | — | ||||||||||
Other liabilities | 1,514 | — | — | ||||||||||
Net cash paid | $ | 12,172 | $ | — | $ | — | |||||||
Formation of HCP 49 Venture: | |||||||||||||
      Property, plant and equipment and leasehold intangibles, net | (525,446 | ) | — | — | |||||||||
      Investment in unconsolidated ventures | 71,656 | — | — | ||||||||||
      Long-term debt | (67,640 | ) | — | — | |||||||||
      Capital and financing lease obligations | 538,355 | — | — | ||||||||||
      Other liabilities | (9,034 | ) | — | — | |||||||||
          Net cash paid | $ | 7,891 | $ | — | $ | — | |||||||
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities: | |||||||||||||
Capital and financing leases: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | 27,100 | $ | — | $ | 13,852 | |||||||
Capital and financing lease obligations | (27,100 | ) | — | (13,852 | ) | ||||||||
Net | $ | — | $ | — | $ | — | |||||||
   Master Lease amendment: | |||||||||||||
      Property, plant and equipment and leasehold intangibles, net | 385,696 | — | — | ||||||||||
      Other intangible assets, net | (174,012 | ) | — | — | |||||||||
      Capital and financing lease obligations | (217,022 | ) | — | — | |||||||||
      Other liabilities | 5,338 | — | — | ||||||||||
Net | $ | — | $ | — | $ | — |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2014 | |
Litigation [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. | |
Stockholder Litigation | |
In connection with the acquisition of Emeritus described in Note 4, three purported class action lawsuits relating to the Merger Agreement, by and among the Company, Emeritus and Merger Sub, were filed on behalf of Emeritus shareholders in the Superior Court of King County, Washington against Emeritus, members of the Emeritus board of directors, the Company and Merger Sub (the "Defendants"), which lawsuits were subsequently consolidated into a single action captioned In re Emeritus Corp. Shareholder Litigation, No. 14-2-06385-7 SEA (the "Washington Action"). On June 26, 2014, the Defendants entered into a memorandum of understanding (the "Memorandum of Understanding") with respect to a proposed settlement of the Washington Action, pursuant to which the parties agreed, among other things, that the Company and Emeritus would make certain supplemental disclosures related to the proposed merger, which supplemental disclosures were made by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2014 and incorporated by reference into the Company's Registration Statement on Form S-4 and the joint proxy statement/prospectus of the Company and Emeritus included therein. The parties have agreed to use their collective best efforts to obtain final approval of the settlement and the dismissal of the Washington Action with prejudice. The parties have finalized a stipulation of settlement, which is subject to customary conditions, including final court approval following notice to Emeritus' shareholders. As explained in the Memorandum of Understanding, if the settlement is finally approved by the Washington court, the parties anticipate that it will resolve and release all claims in all actions pursuant to terms that will be disclosed to former Emeritus shareholders prior to final approval of the settlement. In addition, in connection with the settlement, the parties contemplate that plaintiffs' counsel in the Washington Action will file a petition in the Washington court for an award of attorneys' fees and expenses to be paid by the Company. The Company will pay or cause to be paid any attorneys' fees and expenses awarded by the Washington court. There can be no assurance that the Washington court will approve the settlement. In such event, the proposed settlement as contemplated by the Memorandum of Understanding may be terminated. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Information [Abstract] | |||||||||||||
Segment Information | 20.       Segment Information | ||||||||||||
As of December, 31, 2014 the Company has five reportable segments: Retirement Centers; Assisted Living; CCRCs – Rental; 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. | |||||||||||||
Prior to August 29, 2014, the Company had an additional reportable segment, CCRCs - Entry Fee. On August 29, 2014, the Company contributed all but two of its entry fee CCRCs to the CCRC Venture, at which time the contributed CCRCs were deconsolidated. The results of the entry fee CCRCs contributed to the CCRC Venture are reported in the CCRCs - Entry Fee segment for the time periods prior to being contributed to the CCRC Venture. The results of the two CCRCs that were not contributed to the CCRC Venture are included in the CCRCs - Entry Fee segment for the six month period ended June 30, 2014 and the CCRCs - Rental segment for the six month period ended December 31, 2014, based on how operating results are being reviewed by the chief operating decision maker following the creation of the CCRC Venture. The CCRC Venture is accounted for under the equity method of accounting. See Note 4 for more information about the Company's entry into the CCRC Venture. | |||||||||||||
During 2014, two communities were moved from the Retirement Centers segment to the Assisted Living segment and one community was moved from the Retirement Centers segment to the CCRCs – Rental segment to more accurately reflect the underlying product offering of the communities. The movement did not change the Company's reportable segments, but it did impact the revenues and expenses reported within the Retirement Centers, Assisted Living and CCRCs - Rental segments. Revenue and expenses for the year ended December 31, 2013 have not been recast. | |||||||||||||
Retirement Centers.  The Company's Retirement Centers segment includes owned or leased communities that are primarily designed for middle to upper income seniors generally 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. As of December 31, 2014, the CCRCs - Rental segment also includes three entry fee CCRCs. | |||||||||||||
CCRCs - Entry Fee.  Prior to August 29, 2014, the Company had an additional reportable segment, CCRCs - Entry Fee. The communities in the Company's former CCRCs - Entry Fee segment are similar to rental CCRCs 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 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 in Note 2. | |||||||||||||
The following table sets forth selected segment financial and operating data (dollars in thousands): | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue: | |||||||||||||
Retirement Centers(1) | $ | 582,312 | $ | 526,284 | $ | 503,902 | |||||||
Assisted Living(1) | 1,685,563 | 1,051,868 | 1,013,337 | ||||||||||
CCRCs - Rental(1) | 493,173 | 396,975 | 385,479 | ||||||||||
CCRCs - Entry Fee(1) | 202,414 | 297,756 | 285,701 | ||||||||||
Brookdale Ancillary Services(1) | 337,835 | 242,150 | 224,517 | ||||||||||
Management Services(2) | 530,409 | 376,933 | 355,802 | ||||||||||
$ | 3,831,706 | $ | 2,891,966 | $ | 2,768,738 | ||||||||
Segment Operating Income(3): | |||||||||||||
Retirement Centers | $ | 248,883 | $ | 222,282 | $ | 205,585 | |||||||
Assisted Living | 608,489 | 389,678 | 361,184 | ||||||||||
CCRCs - Rental | 121,661 | 109,026 | 106,063 | ||||||||||
CCRCs - Entry Fee | 48,433 | 76,393 | 61,405 | ||||||||||
Brookdale Ancillary Services | 63,463 | 45,709 | 47,780 | ||||||||||
Management Services | 42,239 | 31,125 | 30,786 | ||||||||||
1,133,168 | 874,213 | 812,803 | |||||||||||
General and administrative (including non-cash stock-based compensation expense) | 280,267 | 180,627 | 178,829 | ||||||||||
Transaction costs | 66,949 | 3,921 | — | ||||||||||
Facility lease expense: | |||||||||||||
Retirement Centers | 98,321 | 91,258 | 102,273 | ||||||||||
Assisted Living | 162,575 | 123,980 | 123,128 | ||||||||||
CCRCs - Rental | 51,523 | 48,809 | 47,238 | ||||||||||
CCRCs - Entry Fee | 4,362 | 7,470 | 7,214 | ||||||||||
Brookdale Ancillary Services | 890 | — | — | ||||||||||
Corporate and Management Services | 6,159 | 5,212 | 4,172 | ||||||||||
Depreciation and amortization: | |||||||||||||
Retirement Centers | 86,188 | 64,353 | 61,060 | ||||||||||
Assisted Living | 317,918 | 85,337 | 81,801 | ||||||||||
CCRCs - Rental | 60,175 | 30,957 | 31,205 | ||||||||||
CCRCs - Entry Fee | 37,524 | 55,842 | 52,840 | ||||||||||
Brookdale Ancillary Services | 4,764 | 3,023 | 2,220 | ||||||||||
Corporate and Management Services | 30,466 | 29,245 | 23,155 | ||||||||||
Asset impairment | 9,992 | 12,891 | 27,677 | ||||||||||
Loss on acquisition | — | — | 636 | ||||||||||
Gain on facility lease termination | — | — | (11,584 | ) | |||||||||
(Loss) income from operations | $ | (84,905 | ) | $ | 131,288 | $ | 80,939 | ||||||
Total interest expense: | |||||||||||||
Retirement Centers | $ | 41,906 | $ | 31,286 | $ | 29,025 | |||||||
Assisted Living | 140,001 | 51,410 | 57,634 | ||||||||||
CCRCs - Rental | 28,418 | 17,512 | 17,336 | ||||||||||
CCRCs - Entry Fee | 7,530 | 11,911 | 13,792 | ||||||||||
Brookdale Ancillary Services | 823 | — | — | ||||||||||
Corporate and Management Services | 29,510 | 25,280 | 28,996 | ||||||||||
$ | 248,188 | $ | 137,399 | $ | 146,783 | ||||||||
Total expenditures for property, plant and equipment, and leasehold intangibles: | |||||||||||||
Retirement Centers | $ | 76,285 | $ | 63,519 | $ | 58,876 | |||||||
Assisted Living | 107,037 | 95,829 | 68,675 | ||||||||||
CCRCs - Rental | 42,412 | 27,134 | 21,916 | ||||||||||
CCRCs - Entry Fee | 36,575 | 43,019 | 24,890 | ||||||||||
Brookdale Ancillary Services | 1,805 | 1,855 | 6,037 | ||||||||||
Corporate and Management Services | 40,131 | 26,171 | 28,018 | ||||||||||
$ | 304,245 | $ | 257,527 | $ | 208,412 | ||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Total assets: | |||||||||||||
Retirement Centers | $ | 1,603,704 | $ | 1,258,294 | |||||||||
Assisted Living | 6,513,376 | 1,514,385 | |||||||||||
CCRCs - Rental | 1,065,116 | 499,873 | |||||||||||
CCRCs - Entry Fee | — | 960,708 | |||||||||||
Brookdale Ancillary Services | 224,229 | 94,986 | |||||||||||
Corporate and Management Services | 1,114,938 | 409,511 | |||||||||||
$ | 10,521,363 | $ | 4,737,757 | ||||||||||
-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, 2014 | |||||||||||||||||
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 2014 and 2013 (in thousands, except per share amounts): | |||||||||||||||||
For the Quarters Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Revenues | $ | 747,275 | $ | 748,393 | $ | 1,083,935 | $ | 1,252,103 | |||||||||
Asset impairment | — | — | — | 9,992 | |||||||||||||
Income (loss) from operations | 32,148 | 30,657 | (73,197 | ) | (74,513 | ) | |||||||||||
Loss before income taxes | (1,293 | ) | (2,333 | ) | (153,109 | ) | (173,996 | ) | |||||||||
Net loss | (2,299 | ) | (3,295 | ) | (37,036 | ) | (106,796 | ) | |||||||||
Net loss attributable to Brookdale Senior Living Inc. common stockholders | (2,299 | ) | (3,295 | ) | (36,862 | ) | (106,534 | ) | |||||||||
Weighted average basic and diluted loss per share | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.23 | ) | $ | (0.58 | ) | |||||
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 | ) | ||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | 3,558 | (5,200 | ) | (967 | ) | (975 | ) | ||||||||||
Weighted average basic and diluted earnings (loss) per share | $ | 0.03 | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22.       Subsequent Events |
On December 29, 2014, the Company exercised its purchase option under the Master Lease with HCP. See Note 4 for more information about the Master Lease. As a result, the Company agreed to purchase the fee simple of nine communities leased to the Company under the Master Lease for an aggregate purchase price of $60.0 million. On December 31, 2014, the Company paid the full purchase price of $51.4 million of cash as a deposit for the purchase of eight of the nine communities, and the Company took title to these eight communities at the closing on January 1, 2015. At such time, the Master Lease terminated with respect to these eight communities and the annual rent for 2015 under the Master Lease was reduced by approximately $4.2 million. At December 31, 2014, this acquisition deposit was included in prepaid expenses and other current assets, net on the Company's consolidated balance sheet. These eight communities are located throughout the United States and operations under the previous lease terms are recorded within the Company's Assisted Living segment within the consolidated financial statements for the fiscal year ended December 31, 2014. The acquisition of the ninth community is subject to the satisfaction of certain closing conditions and contingencies, including the receipt of various third-party and regulatory approvals and consents. The acquisition of the ninth community is expected to close in 2015. | |
In February 2015, the Company acquired the underlying real estate associated with 15 communities that were previously leased for an aggregate purchase price of approximately $275 million. The results of operations of these communities are reported in the Retirement Centers, Assisted Living, and CCRCs – Rental segments. The Company financed the transaction with cash on hand, amounts drawn on the secured credit facility and $20.0 million of seller financing. The $20.0 million note has a five year term and bears interest at a fixed rate of 8.0%. |
VALUATION_AND_QUALIFYING_ACCOU
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |||||||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II | ||||||||||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Additions | |||||||||||||||||||||||||
Description | Balance at | Acquisition of Emeritus | 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, 2012 | $ | 16,972 | $ | — | $ | 15,683 | $ | 660 | $ | (18,053 | ) | $ | 15,262 | ||||||||||||
Year ended December 31, 2013 | $ | 15,262 | $ | — | $ | 21,048 | $ | 444 | $ | (19,026 | ) | $ | 17,728 | ||||||||||||
Year ended December 31, 2014 | $ | 17,728 | $ | 11,087 | $ | 20,509 | $ | 771 | $ | (23,594 | ) | $ | 26,501 | ||||||||||||
Deferred Tax Valuation Allowance: | |||||||||||||||||||||||||
Year ended December 31, 2012 | $ | 40,820 | $ | — | $ | 26,989 | (1) | $ | (2,540 | )(2) | $ | — | $ | 65,269 | |||||||||||
Year ended December 31, 2013 | $ | 65,269 | $ | — | $ | 7,272 | (3) | $ | (175 | )(4) | $ | — | $ | 72,366 | |||||||||||
Year ended December 31, 2014 | $ | 72,366 | $ | 1,002 | $ | — | $ | — | $ | (64,155 | )(5) | $ | 9,213 | ||||||||||||
-1 | Adjustment to valuation allowance for federal net operating losses and federal credits of $26,589 and $400, respectively. | ||||||||||||||||||||||||
-2 | Adjustment to valuation allowance for state net operating losses of $(2,540). | ||||||||||||||||||||||||
-3 | Adjustment to valuation allowance for federal net operating losses and federal credits of $(4,851) and $12,123, respectively. | ||||||||||||||||||||||||
-4 | Adjustment to valuation allowance for state net operating losses of $(175). | ||||||||||||||||||||||||
-5 | Adjustment to reverse valuation allowance for federal and state net operating losses of $(64,155). |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 ("ASC 810"). ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such 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 for which the Company is determined to be the primary beneficiary. Refer to Note 5 for more information about the Company's VIE relationships. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of the consolidated 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, 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 entrance fee prior to occupying the community. 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 resale 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. The Company contributed all but two of the entry fee CCRCs to an unconsolidated venture on August 29, 2014, at which time the contributed CCRCs were deconsolidated. See Note 4 for more information about the unconsolidated venture. | |||||||||
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 prices for companies or 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: | |||||||||
Working capital assets acquired and working capital liabilities assumed are valued on a carryover/cost basis which approximates fair value. | |||||||||
Property, plant and equipment are valued utilizing either a discounted cash flow projection of future revenue and costs and capitalization and discount rates using current market conditions, or a direct capitalization method. The Company allocates the fair values of buildings acquired on an as-if-vacant basis and depreciates the building values over the estimated remaining lives of the buildings, not to exceed 40 years. The Company determines the allocated values of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciates such values over the assets' estimated remaining useful lives as determined at the applicable acquisition date. The Company determines the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analysis of recently acquired and existing comparable properties within its portfolio. | |||||||||
In connection with a business combination, the Company may assume rights and obligations under certain lease agreements pursuant to which the Company becomes the lessee of a given property. The Company assumes the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. The Company assesses assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to the Company given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable relative to market conditions on the acquisition date, the Company recognizes an intangible asset or liability at fair value. The Company amortizes any acquired lease-related intangibles to facility lease expense over the remaining life of the associated lease plus any assumed bargain renewal periods. | |||||||||
The fair value of acquired lease-related intangibles associated with the relationship with the Company's residents, if any, reflects the estimated value of in-place leases as represented by the cost to obtain residents and an estimated absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. The Company amortizes any acquired in-place lease intangibles to depreciation and amortization expense over the average remaining length of stay of the residents, which is evaluated on an acquisition by acquisition basis but is generally estimated at 12 months. | |||||||||
The Company estimates the fair value of purchase option intangible assets by discounting the difference between the applicable property's acquisition date fair value and the stated or anticipated future option price. | |||||||||
The Company estimates the fair value of trade names using a royalty rate methodology and amortizes that value over the estimated useful life of the trade name. | |||||||||
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 term. The assets are then amortized over the estimated term of the agreement. | |||||||||
The Company calculates the fair value of acquired long-term debt by discounting the remaining contractual cash flows of each instrument at the current market rate for those borrowings, which the Company approximates based on the rate at which the Company would expect to incur a replacement instrument on the date of acquisition, and recognizes any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. | |||||||||
Capital lease assets are valued by the Company as a right-to-use asset. Financing lease assets are valued as if the Company owns the assets and thus are recorded at fair value. Capital and financing lease obligations are valued based on the present value of the estimated lease payments applying a discount rate equal to the Company's estimated incremental borrowing rate at the date of acquisition. Additionally, the valuation of financing lease obligations reflects a residual value component. | |||||||||
Preacquisition contingencies are valued when considered probable and reasonably estimable, and estimated legal fees are accrued for in accordance with the Company's existing policy. Self-insurance reserves including incurred but not reported liabilities are estimated by actuary analyses. | |||||||||
A deferred tax asset or liability is recognized at statutory rates for the difference between the book and tax bases of the acquired assets and liabilities. The tax bases of assets and liabilities in the Emeritus transaction were carried over at historical values. | |||||||||
The excess of the fair value of liabilities assumed and common stock issued and cash paid over the fair value of identifiable assets acquired is allocated to goodwill, which is not amortized by the Company. | |||||||||
Deferred Costs | Deferred Costs | ||||||||
Third-party fees and costs incurred to obtain long-term debt and leases 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. Unamortized deferred financing fees are written-off if the associated debt is retired before the maturity date. Upon the refinancing of mortgage debt or amendment of the line of credit, unamortized deferred financing fees and additional financing costs incurred are accounted for in accordance with ASC 470-50, Debt Modifications and Extinguishments. | |||||||||
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 Measurements and Disclosures 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. 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 include interest rate caps that effectively manage the risk above certain interest rates for a portion of the Company's variable 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 the credit risk of its counterparties when evaluating the fair value of its derivatives. | |||||||||
The Company estimates the fair value of its 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 $3.5 billion and $2.3 billion as of December 31, 2014 and 2013, respectively. The Company had capital and financing lease obligations with a carrying value of $2.6 billion and $0.3 billion as of December 31, 2014 and December 31, 2013, respectively. Fair value of the debt and capital and financing lease obligations approximates carrying value in all periods. 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, | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Real estate tax escrows | $ | 17,926 | $ | 9,252 | |||||
Replacement reserve escrows | 15,535 | 9,139 | |||||||
Resident deposits | 1,054 | 8,249 | |||||||
Other | 4,347 | 11,551 | |||||||
Subtotal | 38,862 | 38,191 | |||||||
Long term: | |||||||||
Letter of credit collateral | 21,935 | 19,975 | |||||||
Insurance deposits | 19,299 | 11,227 | |||||||
CCRC escrows | 13,214 | 26,209 | |||||||
Debt service reserve | 1,728 | — | |||||||
Other | 200 | 200 | |||||||
Subtotal | 56,376 | 57,611 | |||||||
Total | $ | 95,238 | $ | 95,802 | |||||
Accounts Receivable | Accounts Receivable, net | ||||||||
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 $26.5 million and $17.7 million as of December 31, 2014 and 2013, respectively. Â 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 and financing 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 | ||||||||
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. Assets under capital and financing leases and leasehold improvements are depreciated over the shorter of the estimated useful life of the assets or the term of the 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. The quantitative goodwill impairment test is based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying value. The fair values used in this evaluation are estimated based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates and discount rates. | |||||||||
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. | |||||||||
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) | |||||||||
Trade names | 5-Feb | ||||||||
Other | 3 – 9 | ||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
The Company follows ASC 718, Compensation -Â 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 are 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. | |||||||||
For all share-based 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. | |||||||||
Convertible Debt Instruments | Convertible Debt Instruments | ||||||||
Convertible debt instruments are accounted for under ASC 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. | |||||||||
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 high 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 of an unconsolidated venture 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. | |||||||||
  | |||||||||
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 its community leases as to 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 residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, 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. For financing lease assets, the asset is depreciated over the useful life of the asset. 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.  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 January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Simplifying Income Statement—Presentation by Eliminating the Concept of Extraordinary Items ("ASU 2015-01"). ASU 2015-01 is intended to reduce complexity and cost of compliance with GAAP by eliminating the concept of extraordinary items in the statement of operations. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company plans to adopt ASU 2015-01 effective on January 1, 2015, and it is not expected to have a material impact on the Company's consolidated financial statements and disclosures. | |||||||||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 defines management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the Company beginning in the fourth quarter of 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on its consolidated financial statements and disclosures. | |||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. ASU 2014-09 is effective for the Company in the first quarter of 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its consolidated financial statements and disclosures. | |||||||||
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). ASU 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014 and is available for early adoption as of January 1, 2014. The Company adopted the provisions of ASU 2014-08 as of January 1, 2014 and incorporated the provisions of this update to its consolidated financial statements upon adoption. The adoption of ASU 2014-08 did not have a material impact on the Company's financial condition or results of operations. | |||||||||
In July 2013, the FASB issued ASU No. 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 Company adopted the provisions of this update as of January 1, 2014 and incorporated the provisions of this update in its consolidated financial statements upon adoption. The adoption of ASU 2013-11 did not have a material impact on the Company's financial condition or results of operations. | |||||||||
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, 2014 | |||||||||
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, | |||||||||
2014 | 2013 | ||||||||
Current: | |||||||||
Real estate tax escrows | $ | 17,926 | $ | 9,252 | |||||
Replacement reserve escrows | 15,535 | 9,139 | |||||||
Resident deposits | 1,054 | 8,249 | |||||||
Other | 4,347 | 11,551 | |||||||
Subtotal | 38,862 | 38,191 | |||||||
Long term: | |||||||||
Letter of credit collateral | 21,935 | 19,975 | |||||||
Insurance deposits | 19,299 | 11,227 | |||||||
CCRC escrows | 13,214 | 26,209 | |||||||
Debt service reserve | 1,728 | — | |||||||
Other | 200 | 200 | |||||||
Subtotal | 56,376 | 57,611 | |||||||
Total | $ | 95,238 | $ | 95,802 | |||||
Property, plant and equipment, useful lives | Property, plant and equipment and leasehold intangibles, which include amounts recorded under capital and financing 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 | ||||||||
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) | |||||||||
Trade names | 5-Feb | ||||||||
Other | 3 – 9 |
Acquisitions_and_Other_Signifi1
Acquisitions and Other Significant Transactions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Acquisitions and Other Significant Transactions [Abstract] | |||||||||
Schedule Preliminary Allocation of Purchase Price | |||||||||
Cash and cash equivalents | $ | 28 | |||||||
Property, plant and equipment and leasehold intangibles | 5,506 | ||||||||
Goodwill | 639 | ||||||||
Other intangible assets, net | 259 | ||||||||
Other assets, net | 308 | ||||||||
Trade accounts payable and accrued expenses | (297 | ) | |||||||
Long-term debt | (1,516 | ) | |||||||
Capital and financing lease obligations | (2,692 | ) | |||||||
Deferred tax liability | (337 | ) | |||||||
Other liabilities | (248 | ) | |||||||
Noncontrolling interest | (1 | ) | |||||||
Fair value of Brookdale common stock issued | $ | 1,649 | |||||||
Annualized pro forma consolidated operational data | The following table provides the pro forma consolidated operational data as if the Company had acquired Emeritus on January 1, 2013 (unaudited, in millions, except share and per share data): | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Total revenue | $ | 5,055 | $ | 4,853 | |||||
Net loss attributable to common stockholders | (103 | ) | (424 | ) | |||||
Basic and diluted net loss per share attributable to common stockholders | $ | (0.59 | ) | $ | (2.48 | ) | |||
Weighted average shares used in computing basic and diluted net loss per share (in thousands) | 175,823 | 171,255 |
Investment_in_Unconsolidated_V1
Investment in Unconsolidated Ventures (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Variable Interest Entities and Investment in Unconsolidated Ventures [Abstract] | ||||||||||
Schedule of Variable Interest Entities [Table Text Block] | VIE | Asset | Maximum Exposure to Loss | Carrying Amount | ||||||
CCRC Venture opco | Investment in unconsolidated ventures | $ | 191.9 | $ | 191.9 | |||||
HCP 49 Venture opco and propco | Investment in unconsolidated ventures | $ | 70.5 | $ | 70.5 | |||||
Schedule of Equity Method Investments | Venture | Ownership Percentage | ||||||||
CCRC Venture | 51% | |||||||||
HCP 49 Venture | 20% | |||||||||
BKD-HCN venture opco and propco | 20% | |||||||||
S-H Twenty-One venture opco and propco | 10% |
Property_Plant_and_Equipment_a1
Property, Plant and Equipment and Leasehold Intangibles, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract] | |||||||||
Property, plant and equipment and leasehold intangibles, net | As of December 31, 2014 and 2013, net property, plant and equipment and leasehold intangibles, which include assets under capital and financing leases, consisted of the following (in thousands): | ||||||||
2014 | 2013 | ||||||||
Land | $ | 475,485 | $ | 302,444 | |||||
Buildings and improvements | 5,017,991 | 3,508,693 | |||||||
Leasehold improvements | 56,515 | 59,948 | |||||||
Furniture and equipment | 735,837 | 623,352 | |||||||
Resident and leasehold operating intangibles | 852,746 | 435,012 | |||||||
Construction in progress | 99,408 | 88,309 | |||||||
Assets under capital and financing leases | 3,057,516 | 699,973 | |||||||
10,295,498 | 5,717,731 | ||||||||
Accumulated depreciation and amortization | (1,905,993 | ) | (1,822,256 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 8,389,505 | $ | 3,895,475 | |||||
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 | |||||||||
2015 | $ | 264,051 | |||||||
2016 | 23,121 | ||||||||
2017 | 16,742 | ||||||||
2018 | 9,624 | ||||||||
2019 | 5,819 | ||||||||
Thereafter | 18,858 | ||||||||
Total | $ | 338,215 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
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, 2014 and 2013 presented on an operating segment basis (dollars in thousands): | ||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||
Gross | Emeritus Acquisition | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||||||
Carrying | Impairment and Other Charges | Carrying | Impairment and Other Charges | ||||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Retirement Centers | $ | 7,642 | $ | 20,499 | $ | (521 | ) | $ | 27,620 | $ | 7,642 | $ | (521 | ) | $ | 7,121 | |||||||||||||
Assisted Living | 90,640 | 491,983 | (248 | ) | 582,375 | 102,680 | (248 | ) | 102,432 | ||||||||||||||||||||
Brookdale Ancillary Services | — | 126,810 | — | 126,810 | — | — | — | ||||||||||||||||||||||
Total | $ | 98,282 | $ | 639,292 | $ | (769 | ) | $ | 736,805 | $ | 110,322 | $ | (769 | ) | $ | 109,553 | |||||||||||||
Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present.  No indicators of impairment were present during the three years ended December 31, 2014. As identified in Note 4, the purchase price allocation for the Merger is preliminary and the finalization of such estimate may result in future adjustments to goodwill balances reported in the table above. | |||||||||||||||||||||||||||||
Other intangible assets | The following is a summary of other intangible assets at December 31, 2014 and 2013 (dollars in thousands): | ||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Community purchase options | $ | 55,738 | $ | — | $ | 55,738 | $ | 122,649 | $ | — | $ | 122,649 | |||||||||||||||||
Health care licenses | 64,538 | — | 64,538 | 33,853 | — | 33,853 | |||||||||||||||||||||||
Trade names | 27,800 | (4,179 | ) | 23,621 | — | — | — | ||||||||||||||||||||||
Other | 13,531 | (2,655 | ) | 10,876 | 3,331 | (1,076 | ) | 2,255 | |||||||||||||||||||||
Total | $ | 161,607 | $ | (6,834 | ) | $ | 154,773 | $ | 159,833 | $ | (1,076 | ) | $ | 158,757 | |||||||||||||||
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 | |||||||||||||||||||||||||||||
2015 | $ | 12,193 | |||||||||||||||||||||||||||
2016 | 8,165 | ||||||||||||||||||||||||||||
2017 | 3,726 | ||||||||||||||||||||||||||||
2018 | 3,717 | ||||||||||||||||||||||||||||
2019 | 2,638 | ||||||||||||||||||||||||||||
Thereafter | 4,058 | ||||||||||||||||||||||||||||
Total | $ | 34,497 |
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt [Abstract] | |||||||||||||
Schedule of debt | Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Mortgage notes payable due 2015 through 2047; weighted average interest rate of 4.84% in 2014, net of debt premium of $59.6 million in 2014 and net of debt premium of $1.3 million in 2013 (weighted average interest rate of 4.12% in 2013) | $ | 3,105,410 | $ | 2,037,649 | |||||||||
Capital and financing lease obligations payable through 2030; weighted average interest rate of 8.57% in 2014 (weighted average interest rate of 8.14% in 2013) | 2,649,226 | 299,824 | |||||||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $43.9 million and $54.8 million in 2014 and 2013, respectively, interest at 2.75% per annum, due June 2018 | 272,345 | 261,443 | |||||||||||
Construction financing due 2017 through 2019; weighted average interest rate of 4.90% in 2014 (weighted average interest rate of 6.22% in 2013) | 50,118 | 4,476 | |||||||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.82% in 2014 (weighted average interest rate of 2.65% in 2013), due 2015 | 22,586 | 3,186 | |||||||||||
Other notes payable, weighted average interest rate of 4.75% in 2014 and maturity dates ranging from 2015 to 2016 | 66,271 | – | |||||||||||
Total debt and capital and financing lease obligations | 6,165,956 | 2,606,578 | |||||||||||
Less current portion | 272,265 | 201,954 | |||||||||||
Total long-term debt and capital and financing lease obligations | $ | 5,893,691 | $ | 2,404,624 | |||||||||
Annual aggregate scheduled maturities of long-term debt obligations outstanding | The annual aggregate scheduled maturities of long-term debt and capital and financing lease obligations outstanding as of December 31, 2014 are as follows (dollars in thousands): | ||||||||||||
Year Ending December 31, | Long-term | Capital and | Total Debt | ||||||||||
Debt | Financing | ||||||||||||
Lease | |||||||||||||
Obligations | |||||||||||||
2015 | $ | 151,764 | $ | 246,992 | $ | 398,756 | |||||||
2016 | 61,515 | 323,446 | 384,961 | ||||||||||
2017 | 554,036 | 280,077 | 834,113 | ||||||||||
2018 | 1,301,391 | 283,757 | 1,585,148 | ||||||||||
2019 | 149,842 | 291,493 | 441,335 | ||||||||||
Thereafter | 1,282,464 | 3,629,975 | 4,912,439 | ||||||||||
Total obligations | 3,501,012 | 5,055,740 | 8,556,752 | ||||||||||
Less amount representing debt premium, net | 15,718 | — | 15,718 | ||||||||||
Less amount representing interest (8.57%) | — | (2,406,514 | ) | (2,406,514 | ) | ||||||||
Total | $ | 3,516,730 | $ | 2,649,226 | $ | 6,165,956 | |||||||
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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Coupon interest | $ | 8,697 | $ | 8,697 | $ | 8,697 | |||||||
Amortization of discount | 10,902 | 10,131 | 9,415 | ||||||||||
Interest expense related to convertible notes | $ | 19,599 | $ | 18,828 | $ | 18,112 | |||||||
Summary of swap and cap instruments | |||||||||||||
Current notional balance | $ | 846,255 | |||||||||||
Weighted average fixed cap rate | 4.31 | % | |||||||||||
Earliest maturity date | 2016 | ||||||||||||
Latest maturity date | 2018 | ||||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2014) | $ | 763 | |||||||||||
Estimated asset fair value (included in other assets, net at December 31, 2013) | $ | 3,751 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses [Abstract] | |||||||||
Accrued Expenses | Accrued expenses consist of the following components as of December 31, (in thousands): | ||||||||
2014 | 2013 | ||||||||
Salaries and wages | $ | 124,935 | $ | 76,278 | |||||
Insurance reserves | 116,858 | 31,293 | |||||||
Real estate taxes | 43,155 | 25,763 | |||||||
Vacation | 43,037 | 25,715 | |||||||
Interest | 12,757 | 7,270 | |||||||
Accrued utilities | 12,798 | 7,616 | |||||||
Lease payable | 30,001 | 11,973 | |||||||
Taxes payable | 2,679 | 1,477 | |||||||
Other | 36,434 | 22,094 | |||||||
Total | $ | 422,654 | $ | 209,479 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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 (above) below market rents and deferred gains are as follows (in thousands): | ||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Cash basis payment | $ | 330,207 | $ | 278,504 | $ | 281,729 | |||||||
Straight-line expense | 1,439 | 2,597 | 6,668 | ||||||||||
Amortization of (above) below market rents, net | (3,444 | ) | — | — | |||||||||
Amortization of deferred gain | (4,372 | ) | (4,372 | ) | (4,372 | ) | |||||||
Facility lease expense | $ | 323,830 | $ | 276,729 | $ | 284,025 | |||||||
Future minimum operating lease payments | The aggregate amounts of future minimum operating lease payments, including community and office leases, as of December 31, 2014, are as follows (dollars in thousands): | ||||||||||||
Year Ending December 31, | Operating | ||||||||||||
Leases | |||||||||||||
2015 | $ | 395,990 | |||||||||||
2016 | 396,011 | ||||||||||||
2017 | 381,722 | ||||||||||||
2018 | 366,040 | ||||||||||||
2019 | 348,111 | ||||||||||||
Thereafter | 1,239,651 | ||||||||||||
Total | $ | 3,127,525 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||
Restricted stock awards | The following table sets forth information about the Company's restricted stock awards (excluding restricted stock units) (share amounts in thousands): | ||||||||||||
Number of Shares | Weighted | ||||||||||||
Average | |||||||||||||
Grant Date Fair Value | |||||||||||||
Outstanding on January 1, 2012 | 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 | ||||||||||
Granted | 1,662 | $ | 29.79 | ||||||||||
Vested | (1,185 | ) | $ | 19.58 | |||||||||
Cancelled/forfeited | (298 | ) | $ | 21.02 | |||||||||
Outstanding on December 31, 2014 | 3,552 | $ | 25.7 | ||||||||||
Current year grants of restricted shares and restricted stock units | During 2014, grants of restricted shares under the Company's Omnibus Stock Incentive Plan and 2014 Omnibus 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, 2014 | 1,028 | $ | 27.01 – $27.18 | $ | 27,774 | ||||||||
Three months ended June 30, 2014 | 42 | $ | 31.06 − $33.84 | $ | 1,313 | ||||||||
Three months ended September 30, 2014 | 560 | $ | 33.42 − $34.65 | $ | 19,356 | ||||||||
Three months ended December 31, 2014 | 32 | $ | 33.76 | $ | 1,072 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||
Fair value of derivative liabilities and marketable securities | The following table sets forth the Company's derivative assets, consisting primarily of interest rate caps that effectively manage the risk above certain interest rates for a portion of the Company's variable rate debt, carried at fair value as measured on a recurring basis as of December 31, 2014 (in thousands): | ||||||||||||||||
Total Carrying | Quoted prices | Significant | Significant | ||||||||||||||
Value at | in active | other | unobservable | ||||||||||||||
December 31, | markets | observable | inputs | ||||||||||||||
2014 | (Level 1) | inputs | (Level 3) | ||||||||||||||
(Level 2) | |||||||||||||||||
Derivative assets | $ | 763 | $ | — | $ | 763 | $ | — |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income tax expense (benefit) | The benefit (provision) for income taxes is comprised of the following (dollars in thousands): | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal: | |||||||||||||
Current | $ | 1,367 | $ | (312 | ) | $ | 193 | ||||||
Deferred | 182,371 | 183 | 347 | ||||||||||
Total Federal | 183,738 | (129 | ) | 540 | |||||||||
State: | |||||||||||||
Current | (2,433 | ) | (1,627 | ) | (2,059 | ) | |||||||
Deferred (included in Federal above) | — | — | — | ||||||||||
Total State | (2,433 | ) | (1,627 | ) | (2,059 | ) | |||||||
Total | $ | 181,305 | $ | (1,756 | ) | $ | (1,519 | ) | |||||
Reconciliation of the benefit for income taxes to the amount computed at the U.S. Federal statutory rate | A reconciliation of the benefit (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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax benefit at U.S. statutory rate | $ | 115,756 | $ | 640 | $ | 22,945 | |||||||
Valuation allowance | 64,155 | (7,097 | ) | (24,138 | ) | ||||||||
State taxes, net of federal income tax | 11,582 | (985 | ) | 1,258 | |||||||||
Unrecognized tax benefits | 822 | (3 | ) | 193 | |||||||||
Return to provision | 716 | (2,568 | ) | (225 | ) | ||||||||
Non-deductible transaction costs | (6,870 | ) | — | — | |||||||||
Tax credits | (2,222 | ) | 9,757 | — | |||||||||
Meals and entertainment | (946 | ) | (496 | ) | (486 | ) | |||||||
Tax rate changes | (718 | ) | — | — | |||||||||
Officers compensation | (751 | ) | (724 | ) | (922 | ) | |||||||
Other, net | (118 | ) | (65 | ) | 122 | ||||||||
Lobbying and political | (101 | ) | (89 | ) | — | ||||||||
Expired charitable contribution | — | (126 | ) | — | |||||||||
Loss on acquisition | — | — | (266 | ) | |||||||||
Total | $ | 181,305 | $ | (1,756 | ) | $ | (1,519 | ) | |||||
Components of deferred tax assets and liabilities | Â Significant components of the Company's deferred tax assets and liabilities at December 31 are as follows (dollars in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Capital and financing lease obligations | $ | 945,000 | $ | 39,748 | |||||||||
Operating loss carryforwards | 227,956 | 150,755 | |||||||||||
Accrued expenses | 146,536 | 54,400 | |||||||||||
Deferred lease liability | 77,790 | 49,864 | |||||||||||
Tax credits | 34,860 | 32,673 | |||||||||||
Intangible assets | 17,785 | — | |||||||||||
Deferred gain on sale leaseback | 7,073 | 8,673 | |||||||||||
Prepaid revenue | 5,835 | 53,228 | |||||||||||
Total gross deferred income tax asset | 1,462,835 | 389,341 | |||||||||||
Valuation allowance | (9,213 | ) | (72,366 | ) | |||||||||
Net deferred income tax assets | 1,453,622 | 316,975 | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Property, plant and equipment | (1,556,603 | ) | (374,431 | ) | |||||||||
Investment in unconsolidated ventures | (54,113 | ) | — | ||||||||||
Other | (2,181 | ) | (6,200 | ) | |||||||||
Total gross deferred income tax liability | (1,612,897 | ) | (380,631 | ) | |||||||||
Net deferred tax liability | $ | (159,275 | ) | $ | (63,656 | ) | |||||||
Reconciliation of net deferred tax liability to the consolidated balance sheets | A reconciliation of the net deferred tax liability to the consolidated balance sheets at December 31 is as follows (dollars in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax asset – current | $ | 84,199 | $ | 17,643 | |||||||||
Deferred tax liability – noncurrent | (243,474 | ) | (81,299 | ) | |||||||||
Net deferred tax liability | $ | (159,275 | ) | $ | (63,656 | ) | |||||||
Reconciliation of the unrecognized tax benefits | A reconciliation of the unrecognized tax benefits for the year 2014 is as follows (dollars in thousands): | ||||||||||||
Balance at January 1, 2014 | $ | 1,556 | |||||||||||
Additions for tax positions taken by Emeritus | 29,664 | ||||||||||||
Additions for tax positions related to the current year | — | ||||||||||||
Additions for tax positions related to prior years | 9 | ||||||||||||
Reductions for tax positions related to prior years | (1,034 | ) | |||||||||||
Balance at December 31, 2014 | $ | 30,195 |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | |||||||||||||
Supplemental cash flow information | (dollars in thousands) | For the Years Ended | |||||||||||
December 31, | |||||||||||||
Supplemental Disclosure of Cash Flow Information:Â | 2014 | 2013 | 2012 | ||||||||||
Interest paid | $ | 226,594 | $ | 123,036 | $ | 130,009 | |||||||
Income taxes paid | $ | 2,746 | $ | 2,283 | $ | 2,658 | |||||||
Write-off of deferred financing costs | $ | 616 | $ | 763 | $ | 744 | |||||||
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 | (391 | ) | (1,265 | ) | (2,817 | ) | |||||||
Property, plant and equipment and leasehold intangibles, net | 80,330 | 99,657 | 257,772 | ||||||||||
Other intangible assets, net | (23,978 | ) | 3,517 | 9,575 | |||||||||
Other assets, net | (2,747 | ) | 1,611 | (7,327 | ) | ||||||||
Accrued expenses | — | (5,169 | ) | (573 | ) | ||||||||
Other liabilities | (20,568 | ) | — | 3,601 | |||||||||
Long-term debt | 7,795 | (64,131 | ) | 10,123 | |||||||||
Net cash paid | $ | 40,441 | $ | 34,686 | $ | 272,523 | |||||||
Formation of CCRC Venture: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | (729,123 | ) | $ | — | $ | — | ||||||
Investment in unconsolidated ventures | 194,485 | — | — | ||||||||||
Other intangible assets, net | (56,829 | ) | — | — | |||||||||
Other assets, net | (9,137 | ) | — | — | |||||||||
Long-term debt | 170,416 | — | — | ||||||||||
Capital and financing lease obligations | 27,085 | — | — | ||||||||||
Refundable entrance fees and deferred revenue | 413,761 | — | — | ||||||||||
Other liabilities | 1,514 | — | — | ||||||||||
Net cash paid | $ | 12,172 | $ | — | $ | — | |||||||
Formation of HCP 49 Venture: | |||||||||||||
      Property, plant and equipment and leasehold intangibles, net | (525,446 | ) | — | — | |||||||||
      Investment in unconsolidated ventures | 71,656 | — | — | ||||||||||
      Long-term debt | (67,640 | ) | — | — | |||||||||
      Capital and financing lease obligations | 538,355 | — | — | ||||||||||
      Other liabilities | (9,034 | ) | — | — | |||||||||
          Net cash paid | $ | 7,891 | $ | — | $ | — | |||||||
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities: | |||||||||||||
Capital and financing leases: | |||||||||||||
Property, plant and equipment and leasehold intangibles, net | $ | 27,100 | $ | — | $ | 13,852 | |||||||
Capital and financing lease obligations | (27,100 | ) | — | (13,852 | ) | ||||||||
Net | $ | — | $ | — | $ | — | |||||||
   Master Lease amendment: | |||||||||||||
      Property, plant and equipment and leasehold intangibles, net | 385,696 | — | — | ||||||||||
      Other intangible assets, net | (174,012 | ) | — | — | |||||||||
      Capital and financing lease obligations | (217,022 | ) | — | — | |||||||||
      Other liabilities | 5,338 | — | — | ||||||||||
Net | $ | — | $ | — | $ | — |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue: | |||||||||||||
Retirement Centers(1) | $ | 582,312 | $ | 526,284 | $ | 503,902 | |||||||
Assisted Living(1) | 1,685,563 | 1,051,868 | 1,013,337 | ||||||||||
CCRCs - Rental(1) | 493,173 | 396,975 | 385,479 | ||||||||||
CCRCs - Entry Fee(1) | 202,414 | 297,756 | 285,701 | ||||||||||
Brookdale Ancillary Services(1) | 337,835 | 242,150 | 224,517 | ||||||||||
Management Services(2) | 530,409 | 376,933 | 355,802 | ||||||||||
$ | 3,831,706 | $ | 2,891,966 | $ | 2,768,738 | ||||||||
Segment Operating Income(3): | |||||||||||||
Retirement Centers | $ | 248,883 | $ | 222,282 | $ | 205,585 | |||||||
Assisted Living | 608,489 | 389,678 | 361,184 | ||||||||||
CCRCs - Rental | 121,661 | 109,026 | 106,063 | ||||||||||
CCRCs - Entry Fee | 48,433 | 76,393 | 61,405 | ||||||||||
Brookdale Ancillary Services | 63,463 | 45,709 | 47,780 | ||||||||||
Management Services | 42,239 | 31,125 | 30,786 | ||||||||||
1,133,168 | 874,213 | 812,803 | |||||||||||
General and administrative (including non-cash stock-based compensation expense) | 280,267 | 180,627 | 178,829 | ||||||||||
Transaction costs | 66,949 | 3,921 | — | ||||||||||
Facility lease expense: | |||||||||||||
Retirement Centers | 98,321 | 91,258 | 102,273 | ||||||||||
Assisted Living | 162,575 | 123,980 | 123,128 | ||||||||||
CCRCs - Rental | 51,523 | 48,809 | 47,238 | ||||||||||
CCRCs - Entry Fee | 4,362 | 7,470 | 7,214 | ||||||||||
Brookdale Ancillary Services | 890 | — | — | ||||||||||
Corporate and Management Services | 6,159 | 5,212 | 4,172 | ||||||||||
Depreciation and amortization: | |||||||||||||
Retirement Centers | 86,188 | 64,353 | 61,060 | ||||||||||
Assisted Living | 317,918 | 85,337 | 81,801 | ||||||||||
CCRCs - Rental | 60,175 | 30,957 | 31,205 | ||||||||||
CCRCs - Entry Fee | 37,524 | 55,842 | 52,840 | ||||||||||
Brookdale Ancillary Services | 4,764 | 3,023 | 2,220 | ||||||||||
Corporate and Management Services | 30,466 | 29,245 | 23,155 | ||||||||||
Asset impairment | 9,992 | 12,891 | 27,677 | ||||||||||
Loss on acquisition | — | — | 636 | ||||||||||
Gain on facility lease termination | — | — | (11,584 | ) | |||||||||
(Loss) income from operations | $ | (84,905 | ) | $ | 131,288 | $ | 80,939 | ||||||
Total interest expense: | |||||||||||||
Retirement Centers | $ | 41,906 | $ | 31,286 | $ | 29,025 | |||||||
Assisted Living | 140,001 | 51,410 | 57,634 | ||||||||||
CCRCs - Rental | 28,418 | 17,512 | 17,336 | ||||||||||
CCRCs - Entry Fee | 7,530 | 11,911 | 13,792 | ||||||||||
Brookdale Ancillary Services | 823 | — | — | ||||||||||
Corporate and Management Services | 29,510 | 25,280 | 28,996 | ||||||||||
$ | 248,188 | $ | 137,399 | $ | 146,783 | ||||||||
Total expenditures for property, plant and equipment, and leasehold intangibles: | |||||||||||||
Retirement Centers | $ | 76,285 | $ | 63,519 | $ | 58,876 | |||||||
Assisted Living | 107,037 | 95,829 | 68,675 | ||||||||||
CCRCs - Rental | 42,412 | 27,134 | 21,916 | ||||||||||
CCRCs - Entry Fee | 36,575 | 43,019 | 24,890 | ||||||||||
Brookdale Ancillary Services | 1,805 | 1,855 | 6,037 | ||||||||||
Corporate and Management Services | 40,131 | 26,171 | 28,018 | ||||||||||
$ | 304,245 | $ | 257,527 | $ | 208,412 | ||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Total assets: | |||||||||||||
Retirement Centers | $ | 1,603,704 | $ | 1,258,294 | |||||||||
Assisted Living | 6,513,376 | 1,514,385 | |||||||||||
CCRCs - Rental | 1,065,116 | 499,873 | |||||||||||
CCRCs - Entry Fee | — | 960,708 | |||||||||||
Brookdale Ancillary Services | 224,229 | 94,986 | |||||||||||
Corporate and Management Services | 1,114,938 | 409,511 | |||||||||||
$ | 10,521,363 | $ | 4,737,757 | ||||||||||
-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, 2014 | |||||||||||||||||
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 2014 and 2013 (in thousands, except per share amounts): | ||||||||||||||||
For the Quarters Ended | |||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Revenues | $ | 747,275 | $ | 748,393 | $ | 1,083,935 | $ | 1,252,103 | |||||||||
Asset impairment | — | — | — | 9,992 | |||||||||||||
Income (loss) from operations | 32,148 | 30,657 | (73,197 | ) | (74,513 | ) | |||||||||||
Loss before income taxes | (1,293 | ) | (2,333 | ) | (153,109 | ) | (173,996 | ) | |||||||||
Net loss | (2,299 | ) | (3,295 | ) | (37,036 | ) | (106,796 | ) | |||||||||
Net loss attributable to Brookdale Senior Living Inc. common stockholders | (2,299 | ) | (3,295 | ) | (36,862 | ) | (106,534 | ) | |||||||||
Weighted average basic and diluted loss per share | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.23 | ) | $ | (0.58 | ) | |||||
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 | ) | ||||||||||
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | 3,558 | (5,200 | ) | (967 | ) | (975 | ) | ||||||||||
Weighted average basic and diluted earnings (loss) per share | $ | 0.03 | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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 | $38,862,000 | $38,191,000 |
Cash and escrow deposits - restricted, long term | 56,376,000 | 57,611,000 |
Cash and escrow deposits - restricted, total | 95,238,000 | 95,802,000 |
Accounts Receivable [Abstract] | ||
Allowance for doubtful accounts | 26,500,000 | 17,700,000 |
Minimum [Member] | Other Intangible Assets [Abstract] | ||
Finite lived intangible assets - useful lives [Abstract] | ||
Estimated Useful Life (in years) | 3 years | |
Minimum [Member] | Tradenames [Member] | ||
Finite lived intangible assets - useful lives [Abstract] | ||
Estimated Useful Life (in years) | 2 years | |
Maximum [Member] | Other Intangible Assets [Abstract] | ||
Finite lived intangible assets - useful lives [Abstract] | ||
Estimated Useful Life (in years) | 9 years | |
Maximum [Member] | Tradenames [Member] | ||
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] | ||
Estimated useful life of property, plant and equipment [Abstract] | ||
Estimated Useful Life (in years) | 12 months | |
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 | |
Real estate taxes [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, current | 17,926,000 | 9,252,000 |
Tenant security deposits [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, current | 1,054,000 | 8,249,000 |
Insurance reserves [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, long term | 19,299,000 | 11,227,000 |
Entrance fees [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, long term | 13,214,000 | 26,209,000 |
Replacement reserve and other [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, current | 15,535,000 | 9,139,000 |
Debt service and other deposits [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, long term | 1,728,000 | 0 |
Other Restricted Cash [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, current | 4,347,000 | 11,551,000 |
Cash and escrow deposits - restricted, long term | 200,000 | 200,000 |
Letter of Credit Collateral [Member] | ||
Cash and escrow deposits - restricted [Line Items] | ||
Cash and escrow deposits - restricted, long term | 21,935,000 | 19,975,000 |
Carrying (Reported) Amount, Fair Value Disclosure [Member] | ||
Fair value of financial instruments [Abstract] | ||
Debt at carrying value | 3,500,000,000 | 2,300,000,000 |
Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair value of financial instruments [Abstract] | ||
Capital and financing obligations | $2,600,000,000 | $300,000,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3.6 | 3.9 | 4.5 |
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 | 316.3 | ||
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_Other_Signifi2
Acquisitions and Other Significant Transactions (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Jun. 04, 2013 | Aug. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 30, 2014 | |
Child | Entity | Community | Community | Community | |||
Member | |||||||
Unit | |||||||
Representative | |||||||
Community | |||||||
Property | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of voting interests acquired | 100.00% | ||||||
Number of communities operated under long-term leases | 583 | 329 | |||||
Aggregate acquisition-date fair value of purchase consideration transferred | $3,000,000,000 | ||||||
Amount of mortgage indebtedness assumed | 1,400,000,000 | ||||||
Number of underlying communities with which mortgage loans collateralized | 179 | ||||||
Transaction costs of acquisition | 66,949,000 | 3,921,000 | 0 | ||||
Common stock, shares authorized (in shares) | 400,000,000 | 200,000,000 | 400 | ||||
Number of venture transactions entered by the entity | 2 | ||||||
Term of master agreement | 15 years | ||||||
Percentage of interest acquired in joint venture (in hundredths) | 51.00% | ||||||
Partners Joint Venture Ownership Percentage (in hundredths) | 49.00% | ||||||
Number of wholly-owned entities contributed to the venture by the entity | 8 | ||||||
Number of communities owned by the entity | 8 | ||||||
Number of wholly-owned entities contributed to the venture by venture partner | 3 | ||||||
Number of properties owned by venture partner | 3 | ||||||
Number of communities owned by venture partner | 2 | ||||||
Number of Communities Deconsolidated | 10 | ||||||
Cash contributed to venture by venture partner | 323,500,000 | ||||||
Number of members on board | 6 | ||||||
Number of representatives on board | 3 | ||||||
Number of communities under master lease and security agreement | 112 | ||||||
Number of communities under triple net leases agreement | 41 | ||||||
Number of pools under amended master leases agreement | 3 | ||||||
Master leases term for Pool one communities | 14 years | ||||||
Master leases term for Pool two communities | 15 years | ||||||
Master leases term for Pool three communities | 16 years | ||||||
Number of extension options | 2 | ||||||
Term of extension option | 10 years | ||||||
Base rent as per amended master leases agreement | 158,000,000 | ||||||
Maximum available reimbursement for capital expenditures by co venturer | 100,000,000 | ||||||
Initial lease rate for lessor reimbursements for capital expenditures (in hundredths) | 7.00% | ||||||
Number of communities for which purchase option included in master lease | 10 | ||||||
Maximum aggregate purchase price of communities under purchase option | 60,000,000 | ||||||
Number Of Communities With Cancelled Purchase Options | 49 | ||||||
Number of communities with modified term | 20 | ||||||
Number of communities purchased or sold | 4 | ||||||
Income (Loss) of acquired business | 128,200,000 | ||||||
Extinguishment of Debt, Amount | 275,900,000 | ||||||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Goodwill acquired during period | 639,292,000 | ||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Total revenue | 5,055,000,000 | 4,853,000,000 | |||||
Net loss attributable to common shares | -103,000,000 | -424,000,000 | |||||
Basic and diluted net loss per share attributable to common shares | ($0.59) | ($2.48) | |||||
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 175,823 | 171,255 | |||||
Loss Contingencies [Line Items] | |||||||
Number of adult children of Joan Boice | 3 | ||||||
Attorney fees awarded to plaintiffs' lawyer | 4,100,000 | ||||||
Cash deposit made to collateralize the bond | 20,900,000 | ||||||
Stockholders' Equity Note [Abstract] | |||||||
Stock Issued During Period, Shares, New Issues | 10,298,506 | ||||||
Proceeds from public equity offering, net | 330,386,000 | 0 | 0 | ||||
Deferred Offering Costs | 400,000 | ||||||
Weighted average interest rate | 5.50% | ||||||
Extinguishment of Debt, Amount | 275,900,000 | ||||||
Common stock issued in connection with Emeritus acquisition | 1,648,782,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 47,584,000 | ||||||
Punitive damages [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages to be paid | 23,000,000 | ||||||
Compensatory damages [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Damages to be paid | 250,000 | ||||||
CCRCs JV [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of communities purchased or sold | 4 | ||||||
RIDEA JV [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of interest acquired in joint venture (in hundredths) | 20.00% | ||||||
Partners Joint Venture Ownership Percentage (in hundredths) | 80.00% | ||||||
Advance from co venturers affiliate | 68,000,000 | ||||||
Number of communities contributed by venture partner | 49 | ||||||
Lease restructuring fee payable to co venturer | 34,000,000 | ||||||
Period with in which lease restructuring fee payable | 2 years | ||||||
Extinguishment of Debt, Amount | 68,000,000 | ||||||
Stockholders' Equity Note [Abstract] | |||||||
Extinguishment of Debt, Amount | 68,000,000 | ||||||
Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average interest rate (in hundredths) | 5.49% | ||||||
Debt maturity period | 3 months | ||||||
Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average interest rate (in hundredths) | 6.06% | ||||||
Debt maturity period | 33 years | ||||||
Retirement Centers [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of communities purchased or sold | 3 | ||||||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Goodwill acquired during period | 20,499,000 | ||||||
Assisted Living [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of communities purchased or sold | 1 | ||||||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Goodwill acquired during period | 491,983,000 | ||||||
Brookdale Ancillary Services [Member] | |||||||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Goodwill acquired during period | 126,810,000 | ||||||
Emeritus [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of communities operated | 493 | ||||||
Number of communities operated under long-term leases | 311 | ||||||
Transaction costs of acquisition | 57,100,000 | ||||||
Number of communities owned by the entity | 182 | ||||||
Revenue of acquired business | 785,500,000 | ||||||
Preliminary Allocation of Purchase Price [Abstract] | |||||||
Cash and cash equivalents | 28,000,000 | ||||||
Property, plant and equipment and leasehold intangibles | 5,506,000,000 | ||||||
Other intangible assets, net | 259,000,000 | ||||||
Other assets, net | 308,000,000 | ||||||
Trade Accounts Payable and accrued expenses | -297,000,000 | ||||||
Long-term debt | -1,516,000,000 | ||||||
Capital and Financing Lease obligations | -2,692,000,000 | ||||||
Deferred tax liability | -337,000,000 | ||||||
Other liabilities | -248,000,000 | ||||||
Noncontrolling interest | -1,000,000 | ||||||
Fair value of Brookdale common stock issued | 1,649,000,000 | ||||||
Acquisition of Communities [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of communities purchased or sold | 4 | ||||||
Aggregate purchase price | 51,400,000 | ||||||
Acquisition purchase price amount financed | 17,000,000 | ||||||
Number of communities securing acquisition financing | 3 | ||||||
Communities agreed to purchase under HCP Master Lease Purchase Option [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate purchase price | $60,000,000 | ||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Number of facilities purchased or sold | 9 | ||||||
Acquired property plant and equipment [Member] | Minimum [Member] | |||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Fair Value Inputs, Cap Rate | 5.50% | ||||||
Acquired property plant and equipment [Member] | Maximum [Member] | |||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Fair Value Inputs, Cap Rate | 9.75% | ||||||
Acquired capital and financing lease obligations [Member] | Minimum [Member] | |||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Fair Value Inputs, Cap Rate | 6.00% | ||||||
Acquired capital and financing lease obligations [Member] | Maximum [Member] | |||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Fair Value Inputs, Cap Rate | 10.75% | ||||||
Acquired long-term debt obligations [Member] | Minimum [Member] | |||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Fair Value Inputs, Cap Rate | 3.00% | ||||||
Acquired long-term debt obligations [Member] | Maximum [Member] | |||||||
Pro-forma consolidated operational data [Abstract] | |||||||
Fair Value Inputs, Cap Rate | 7.00% |
Acquisitions_and_Other_Signifi3
Acquisitions and Other Significant Transactions, Schedule of Acquisitions and Disposals (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Community | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 4 | |
Hospice Agencies [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 1 | |
Communities sold [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 4 | |
Aggregate selling price | $9.20 | $35.20 |
Home Health Agencies [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 2 | |
Aggregate purchase price | 2.6 | |
Assisted Living Community Acquisition with New Mortgage Issuance [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Acquisition purchase price, amount financed | 8.1 | |
Number of communities securing acquisition financing | 1 | |
Previously Managed Communities [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Acquisition purchase price, amount financed | 52.7 | |
Number of communities securing acquisition financing | 6 | |
Seven Assisted Living Communities [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 7 | |
Aggregate purchase price | 80.9 | |
Acquisition purchase price, amount financed | 60.8 | |
Assisted Living Community [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 1 | |
Aggregate purchase price | 2.4 | |
Entrance Fee CCRC, Previously Managed [Member] | ||
Schedule of Acquisitions and Disposals [Line Items] | ||
Number of communities purchased or sold | 1 | |
Aggregate purchase price | $15.40 |
Investment_in_Unconsolidated_V2
Investment in Unconsolidated Ventures (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
CCRC Venture opco [Member] | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | $191.90 |
Carrying Amount | 191.9 |
HCP 49 Venture opco and propco [Member] | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | 70.5 |
Carrying Amount | $70.50 |
CCRC Ventures, LLC [Member] | |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 51.00% |
BKD-HCN Venture, LLC [Member] | |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 20.00% |
S-H Forty-Nine Ventures, LLC [Member] | |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 20.00% |
S-H Twenty-One Ventures, LLC [Member] | |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 10.00% |
Property_Plant_and_Equipment_a2
Property, Plant and Equipment and Leasehold Intangibles, Net (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | $10,295,498,000 | $5,717,731,000 | $10,295,498,000 | $5,717,731,000 | |||||||
Accumulated depreciation and amortization | -1,905,993,000 | -1,822,256,000 | -1,905,993,000 | -1,822,256,000 | |||||||
Property, plant and equipment and leasehold intangibles, net | 8,389,505,000 | 3,895,475,000 | 8,389,505,000 | 3,895,475,000 | |||||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||||||||
Asset impairment, non-cash charge | 9,992,000 | 0 | 0 | 0 | 10,233,000 | 504,000 | 2,154,000 | 0 | 9,992,000 | 12,891,000 | 27,677,000 |
Depreciation and amortization expense on property, plant and equipment and leasehold intangibles | 529,100,000 | 264,100,000 | 248,500,000 | ||||||||
Resident And Leasehold Operating Intangibles Future Amortization Expense [Abstract] | |||||||||||
2015 | 264,051,000 | 264,051,000 | |||||||||
2016 | 23,121,000 | 23,121,000 | |||||||||
2017 | 16,742,000 | 16,742,000 | |||||||||
2018 | 9,624,000 | 9,624,000 | |||||||||
2019 | 5,819,000 | 5,819,000 | |||||||||
Thereafter | 18,858,000 | 18,858,000 | |||||||||
Total | 338,215,000 | 338,215,000 | |||||||||
Resident lease intangibles [Member] | |||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | ||||||||||
Below Market Operating Lease Intangibles [Member] | |||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||||||||||
Land [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | 475,485,000 | 302,444,000 | 475,485,000 | 302,444,000 | |||||||
Buildings and Improvements [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | 5,017,991,000 | 3,508,693,000 | 5,017,991,000 | 3,508,693,000 | |||||||
Leasehold Improvements [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | 56,515,000 | 59,948,000 | 56,515,000 | 59,948,000 | |||||||
Furniture and Equipment [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | 735,837,000 | 623,352,000 | 735,837,000 | 623,352,000 | |||||||
Resident and Leasehold Operating Intangibles [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | 852,746,000 | 435,012,000 | 852,746,000 | 435,012,000 | |||||||
Construction in Progress [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | 99,408,000 | 88,309,000 | 99,408,000 | 88,309,000 | |||||||
Assets Under Capital and Financing Leases [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment and leasehold intangibles gross | $3,057,516,000 | $699,973,000 | $3,057,516,000 | $699,973,000 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, Net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | |||
Gross Carrying Amount | $98,282,000 | $110,322,000 | |
Goodwill acquired during period | 639,292,000 | ||
Accumulated Impairment and Other Charges | -769,000 | -769,000 | |
Net | 736,805,000 | 109,553,000 | |
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 161,607,000 | 159,833,000 | |
Accumulated Amortization | -6,834,000 | -1,076,000 | |
Net | 154,773,000 | 158,757,000 | |
Amortization expense related to definite-lived intangible assets | 8,000,000 | 4,700,000 | 3,800,000 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |||
2015 | 12,193,000 | ||
2016 | 8,165,000 | ||
2017 | 3,726,000 | ||
2018 | 3,717,000 | ||
2019 | 2,638,000 | ||
Thereafter | 4,058,000 | ||
Total | 34,497,000 | ||
Tradenames [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
Other Intangible Assets [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
Management Contract Intangible [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||
Community Purchase Options [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 55,738,000 | 122,649,000 | |
Accumulated Amortization | 0 | 0 | |
Net | 55,738,000 | 122,649,000 | |
Health Care Licenses [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 64,538,000 | 33,853,000 | |
Accumulated Amortization | 0 | 0 | |
Net | 64,538,000 | 33,853,000 | |
Tradenames [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 27,800,000 | 0 | |
Accumulated Amortization | -4,179,000 | 0 | |
Net | 23,621,000 | 0 | |
Other Intangible Assets [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 13,531,000 | 3,331,000 | |
Accumulated Amortization | -2,655,000 | -1,076,000 | |
Net | 10,876,000 | 2,255,000 | |
Retirement Centers [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 7,642,000 | 7,642,000 | |
Goodwill acquired during period | 20,499,000 | ||
Accumulated Impairment and Other Charges | -521,000 | -521,000 | |
Net | 27,620,000 | 7,121,000 | |
Assisted Living [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 90,640,000 | 102,680,000 | |
Goodwill acquired during period | 491,983,000 | ||
Accumulated Impairment and Other Charges | -248,000 | -248,000 | |
Net | 582,375,000 | 102,432,000 | |
Brookdale Ancillary Services [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 0 | 0 | |
Goodwill acquired during period | 126,810,000 | ||
Accumulated Impairment and Other Charges | 0 | 0 | |
Net | $126,810,000 | $0 |
Debt_Details
Debt (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2011 | |
Debt Instrument [Line Items] | ||||||
Debt | $6,165,956,000 | $2,606,578,000 | $6,165,956,000 | |||
Long-term debt | 5,893,691,000 | 2,404,624,000 | 5,893,691,000 | |||
Less current portion | 272,265,000 | 201,954,000 | 272,265,000 | |||
Weighted average interest rate | 5.50% | 5.50% | ||||
Unamortized debt discount | 15,718,000 | 15,718,000 | ||||
Coupon interest | 128,002,000 | 96,131,000 | 98,183,000 | |||
Extinguishment of Debt, Amount | 275,900,000 | |||||
Long-term debt maturity [Abstract] | ||||||
2015 | 398,756,000 | 398,756,000 | ||||
2016 | 384,961,000 | 384,961,000 | ||||
2017 | 834,113,000 | 834,113,000 | ||||
2018 | 1,585,148,000 | 1,585,148,000 | ||||
2019 | 441,335,000 | 441,335,000 | ||||
Thereafter | 4,912,439,000 | 4,912,439,000 | ||||
Total obligations | 8,556,752,000 | 8,556,752,000 | ||||
Unamortized debt discount | 15,718,000 | 15,718,000 | ||||
Less amount representing interest | -2,406,514,000 | -2,406,514,000 | ||||
Total | 6,165,956,000 | 2,606,578,000 | 6,165,956,000 | |||
Mortgages Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 3,105,410,000 | 2,037,649,000 | 3,105,410,000 | |||
Maturity date, start | 31-Mar-15 | |||||
Maturity date, end | 1-Jan-47 | |||||
Weighted average interest rate | 4.84% | 4.12% | 4.84% | |||
Unamortized debt premium | 59,600,000 | 1,300,000 | 59,600,000 | |||
Long-term debt maturity [Abstract] | ||||||
Total | 3,105,410,000 | 2,037,649,000 | 3,105,410,000 | |||
Capital Lease Obligations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 2,649,226,000 | 299,824,000 | 2,649,226,000 | |||
Maturity date | 30-Sep-30 | |||||
Weighted average interest rate | 8.57% | 8.14% | 8.57% | |||
Unamortized debt discount | 0 | 0 | ||||
Long-term debt maturity [Abstract] | ||||||
2015 | 246,992,000 | 246,992,000 | ||||
2016 | 323,446,000 | 323,446,000 | ||||
2017 | 280,077,000 | 280,077,000 | ||||
2018 | 283,757,000 | 283,757,000 | ||||
2019 | 291,493,000 | 291,493,000 | ||||
Thereafter | 3,629,975,000 | 3,629,975,000 | ||||
Total obligations | 5,055,740,000 | 5,055,740,000 | ||||
Unamortized debt discount | 0 | 0 | ||||
Less amount representing interest | -2,406,514,000 | -2,406,514,000 | ||||
Total | 2,649,226,000 | 299,824,000 | 2,649,226,000 | |||
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 272,345,000 | 261,443,000 | 272,345,000 | |||
Maturity date | 30-Jun-18 | |||||
Weighted average interest rate | 2.75% | 2.75% | 2.75% | 2.75% | ||
Unamortized debt discount | 43,900,000 | 54,800,000 | 43,900,000 | |||
Principal | 316,300,000 | 316,300,000 | 316,300,000 | |||
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 | 8,697,000 | 8,697,000 | 8,697,000 | |||
Amortization of discount | 10,902,000 | 10,131,000 | 9,415,000 | |||
Interest expense related to convertible notes | 19,599,000 | 18,828,000 | 18,112,000 | |||
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 | 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% | 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% | 98.00% | ||||
Long-term debt maturity [Abstract] | ||||||
Unamortized debt discount | 43,900,000 | 54,800,000 | 43,900,000 | |||
Total | 272,345,000 | 261,443,000 | 272,345,000 | |||
Construction Financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 50,118,000 | 4,476,000 | 50,118,000 | |||
Maturity date, start | 31-Dec-17 | |||||
Maturity date, end | 31-Dec-19 | |||||
Weighted average interest rate | 4.90% | 6.22% | 4.90% | |||
Long-term debt maturity [Abstract] | ||||||
Total | 50,118,000 | 4,476,000 | 50,118,000 | |||
Notes Payable, Insurance Premiums [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 22,586,000 | 3,186,000 | 22,586,000 | |||
Maturity date | 31-Oct-15 | |||||
Weighted average interest rate | 2.82% | 2.65% | 2.82% | |||
Long-term debt maturity [Abstract] | ||||||
Total | 22,586,000 | 3,186,000 | 22,586,000 | |||
Other Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 66,271,000 | 0 | 66,271,000 | |||
Maturity date, start | 29-Aug-15 | |||||
Maturity date, end | 15-Apr-16 | |||||
Weighted average interest rate | 4.75% | 4.75% | ||||
Long-term debt maturity [Abstract] | ||||||
Total | 66,271,000 | 0 | 66,271,000 | |||
Long-term Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt | 3,516,730,000 | 3,516,730,000 | ||||
Unamortized debt discount | 15,718,000 | 15,718,000 | ||||
Long-term debt maturity [Abstract] | ||||||
2015 | 151,764,000 | 151,764,000 | ||||
2016 | 61,515,000 | 61,515,000 | ||||
2017 | 554,036,000 | 554,036,000 | ||||
2018 | 1,301,391,000 | 1,301,391,000 | ||||
2019 | 149,842,000 | 149,842,000 | ||||
Thereafter | 1,282,464,000 | 1,282,464,000 | ||||
Total obligations | 3,501,012,000 | 3,501,012,000 | ||||
Unamortized debt discount | 15,718,000 | 15,718,000 | ||||
Less amount representing interest | 0 | 0 | ||||
Total | 3,516,730,000 | 3,516,730,000 | ||||
First Mortgage Loan Issued on April 3, 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 30-Apr-18 | |||||
Number of communities securing debt (in number of communities) | 1 | |||||
Description of variable rate basis | variable rate equal to 30-day LIBOR plus a margin of 275 basis points | |||||
Basis spread on variable rate basis | 0.28% | |||||
Principal | 25,000,000 | |||||
Extinguishment of Debt, Amount | 29,000,000 | |||||
First Mortgage Loan Issued on April 12, 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-May-23 | |||||
Number of communities securing debt (in number of communities) | 23 | |||||
Description of variable rate basis | variable rate equal to 30-day LIBOR plus a margin of 246 basis points | |||||
Basis spread on variable rate basis | 0.25% | |||||
Principal | 259,000,000 | |||||
Extinguishment of Debt, Amount | 275,200,000 | |||||
Derivative, Remaining Maturity | 5 years | |||||
Derivative, Cap Interest Rate | 5.03% | |||||
Amortization period (in years) | 30 years | |||||
First Mortgage Loan Issued on April 22, 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 30-Apr-18 | |||||
Number of communities securing debt (in number of communities) | 2 | |||||
Description of variable rate basis | variable rate equal to 30-day LIBOR plus a margin of 275 basis points | |||||
Basis spread on variable rate basis | 0.28% | |||||
Principal | 28,000,000 | |||||
Extinguishment of Debt, Amount | 35,100,000 | |||||
First Mortgage Loan Issued on May 30, 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of communities securing debt (in number of communities) | 8 | |||||
Description of variable rate basis | variable rate equal to 30-day LIBOR plus a margin of 289 basis points | |||||
Basis spread on variable rate basis | 0.29% | |||||
Principal | 84,100,000 | |||||
Extinguishment of Debt, Amount | 100,900,000 | |||||
Derivative, Remaining Maturity | 5 years | |||||
Derivative, Cap Interest Rate | 4.68% | |||||
Term of loan | 10 years | |||||
First Mortgage Loan Issued on August 1, 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of communities securing debt (in number of communities) | 4 | |||||
Description of variable rate basis | variable rate equal to 30-day LIBOR plus a margin ranging from 226 to 288 basis points | |||||
Principal | 172,100,000 | |||||
Extinguishment of Debt, Amount | 142,000,000 | |||||
Amortization period (in years) | 30 years | |||||
First Mortgage Loan Issued on August 1, 2013 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate basis | 0.23% | |||||
First Mortgage Loan Issued on August 1, 2013 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate basis | 0.29% | |||||
Loans Maturing in August 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-Aug-20 | |||||
Principal | 75,000,000 | |||||
Loans Maturing in August 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-Aug-23 | |||||
Principal | 97,100,000 | |||||
First Mortgage Loan Financing Acquisition [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 60,800,000 | |||||
First Mortgage Loan Assumed in Acquisition [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-May-17 | |||||
Weighted average interest rate | 5.75% | |||||
Principal | 52,700,000 | |||||
First Mortgage Loan Issued On October 1 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 5.32% | |||||
Number of communities securing debt (in number of communities) | 1 | |||||
Principal | 8,100,000 | |||||
Term of loan | 7 years | |||||
First Mortgage Loan Issued On December 18 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-Dec-18 | |||||
Weighted average interest rate | 4.50% | |||||
Number of communities securing debt (in number of communities) | 2 | |||||
Principal | 14,000,000 | |||||
Extinguishment of Debt, Amount | 14,200,000 | |||||
First Mortgage Loan Issued On December 20 2013 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | 31-Jan-19 | |||||
Weighted average interest rate | 4.35% | |||||
Number of communities securing debt (in number of communities) | 2 | |||||
Principal | 25,000,000 | |||||
Extinguishment of Debt, Amount | 30,300,000 | |||||
First mortgage loan issued on April 9, 2014 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date, end | 31-May-21 | |||||
Weighted average interest rate | 4.77% | 4.77% | ||||
Number of communities securing debt (in number of communities) | 20 | |||||
Principal | 146,000,000 | 146,000,000 | ||||
Extinguishment of Debt, Amount | 140,000,000 | |||||
First mortgage loan issued in October, 2014 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 4.60% | 4.60% | ||||
Number of communities securing debt (in number of communities) | 21 | |||||
Principal | 89,700,000 | 89,700,000 | ||||
Debt extinguished with proceeds of public equity offering [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 5.50% | 5.50% | ||||
Extinguishment of Debt, Amount | 275,900,000 | |||||
RIDEA JV [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Extinguishment of Debt, Amount | $68,000,000 |
Debt_Line_of_Credit_Facility_D
Debt, Line of Credit Facility (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | $500 | $250 |
Maturity date | 3-Jan-20 | 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; however, the amended agreement reduces the applicable margin from a range of 3.25% to 4.25% to a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment draw, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%. | |
Quarterly commitment fee | 0.50% | |
Credit facilities borrowings outstanding | 100 | |
Swingline Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | 50 | |
Secured and Unsecured Letter of Credit Facilities | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | 98.7 | |
Credit facilities borrowings outstanding | 72.7 | |
Letter of credit sublimit [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | 50 | |
Option to increase maximum borrowing capacity [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | 250 | |
Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | 100 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit Facility, maximum borrowing capacity | $400 |
Debt_Derivatives_Details
Debt, Derivatives (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative [Line Items] | ||
Estimated asset fair value (included in other assets) | $763 | |
Interest Rate Cap [Member] | ||
Derivative [Line Items] | ||
Current notional balance | 846,255 | |
Average fixed rate | 4.31% | |
Earliest maturity date | 2 years | |
Latest maturity date | 4 years | |
Estimated asset fair value (included in other assets) | $763 | $3,751 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses [Abstract] | ||
Salaries and wages | $124,935 | $76,278 |
Insurance reserves | 116,858 | 31,293 |
Real estate taxes | 43,155 | 25,763 |
Vacation | 43,037 | 25,715 |
Lease payable | 30,001 | 11,973 |
Interest | 12,757 | 7,270 |
Accrued Utilities | 12,798 | 7,616 |
Income taxes | 2,679 | 1,477 |
Other | 36,434 | 22,094 |
Total | $422,654 | $209,479 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Lease | Lease | ||
Community | Community | ||
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 | 583 | 329 | |
Number of operating leases | 342 | 275 | |
Number of capital and financing leases | 241 | 54 | |
Remaining base lease terms, minimum | 1 year | ||
Remaining base lease terms, maximum | 17 years | ||
Schedule of facility operating lease expense [Abstract] | |||
Cash basis payment | $330,207 | $278,504 | $281,729 |
Straight-line expense | 1,439 | 2,597 | 6,668 |
Amortization of (above) below market rent, net | -3,444 | 0 | 0 |
Amortization of deferred gain | -4,372 | -4,372 | -4,372 |
Facility lease expense | 323,830 | 276,729 | 284,025 |
Future minimum operating lease payments [Abstract] | |||
2015 | 395,990 | ||
2016 | 396,011 | ||
2017 | 381,722 | ||
2018 | 366,040 | ||
2019 | 348,111 | ||
Thereafter | 1,239,651 | ||
Total | $3,127,525 |
SelfInsurance_Details
Self-Insurance (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Self-Insurance [Abstract] | ||
Loss Contingency, Receivable, Total | $52.70 | $16 |
Self-insured portions of programs accrued, total | 301.6 | 76.6 |
Accrued self-insured portions of programs , noncurrent | 184.7 | 45.3 |
Secured self-insured retention risk under workers' compensation, general liability, and professional liability programs with cash | 19.6 | 18.6 |
Letters of credit associated to the secured self-insured retention risk | 33.8 | 34.2 |
Cash deposit to collateralize the insurance policy | $51.90 |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
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 | $7.10 | $6.60 | $4.80 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Related Party Transaction [Line Items] | |
Public equity offering expenses | $0.40 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2011 | |
Restricted stock awards [Roll Forward] | ||||||||
Granted (in shares) | 1,662,000 | 1,328,000 | 1,592,000 | |||||
Vested (in shares) | -1,185,000 | -1,455,000 | -1,435,000 | |||||
Cancelled or forfeited (in shares) | -298,000 | -452,000 | -427,000 | |||||
Ending balance (in shares) | 3,552,000 | 3,373,000 | 3,952,000 | 3,552,000 | 4,222,000 | |||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||||||
Beginning balance (in dollars per share) | $21.12 | $16.67 | $14.93 | $21.12 | ||||
Granted (in dollars per share) | $29.79 | $26.98 | $19.20 | |||||
Vested (in dollars per share) | $19.58 | $15.08 | $14.28 | |||||
Cancelled/forfeited (in dollars per share) | $21.02 | $18.87 | $15.62 | |||||
Ending balance (in dollars per share) | $25.70 | $21.12 | $16.67 | $25.70 | ||||
Unrecognized compensation cost related to nonvested share-based compensation arrangements granted | $59,100,000 | $59,100,000 | ||||||
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) | 1,662,000 | 1,328,000 | 1,592,000 | |||||
Percentage of estimated forfeitures, minimum | 0.00% | |||||||
Percentage of estimated forfeitures, maximum | 15.00% | |||||||
Restricted Stock [Member] | ||||||||
Restricted stock awards [Roll Forward] | ||||||||
Granted (in shares) | 32,000 | 560,000 | 42,000 | 1,028,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted shares granted (in shares) | 32,000 | 560,000 | 42,000 | 1,028,000 | ||||
Value per share minimum (in dollars per share) | $33.76 | $33.42 | $31.06 | $27.01 | ||||
Value per share maximum (in dollars per share) | $33.76 | $34.65 | $33.84 | $27.18 | ||||
Total value of restricted shares granted | $1,072,000 | $19,356,000 | $1,313,000 | $27,774,000 | ||||
Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
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 | 1,800,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 |
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) | $763 |
Total | 763 |
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 |
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) | 763 |
Total | 763 |
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 |
Total | $0 |
Share_Repurchase_Program_Detai
Share Repurchase Program (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share Repurchase Program [Abstract] | |||
Authorized share repurchased program amount | $100 | ||
Repurchased shares (in shares) | 0 | 0 | 0 |
Amount available under the share repurchase program | $82.40 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Federal [Abstract] | |||
Current | $1,367,000 | ($312,000) | $193,000 |
Deferred | 182,371,000 | 183,000 | 347,000 |
Total Federal Tax Expense | 183,738,000 | -129,000 | 540,000 |
State [Abstract] | |||
Current | -2,433,000 | -1,627,000 | -2,059,000 |
Deferred (included in Federal above) | 0 | 0 | 0 |
Total State Tax Expense | -2,433,000 | -1,627,000 | -2,059,000 |
Total | 181,305,000 | -1,756,000 | -1,519,000 |
U.S. Federal statutory rate | 35.00% | ||
Tax benefit at U.S. statutory rate | 115,756,000 | 640,000 | 22,945,000 |
Credits | -2,222,000 | 9,757,000 | 0 |
Valuation allowance | 64,155,000 | -7,097,000 | -24,138,000 |
Non-deductible transaction costs | -6,870,000 | 0 | 0 |
Tax rate changes | -718,000 | 0 | 0 |
Return to provision | 716,000 | -2,568,000 | -225,000 |
State taxes, net of federal income tax | 11,582,000 | -985,000 | 1,258,000 |
Officer's compensation | -751,000 | -724,000 | -922,000 |
Meals and entertainment | -946,000 | -496,000 | -486,000 |
Expired charitable | 0 | -126,000 | 0 |
Lobbying and Political | -101,000 | -89,000 | 0 |
Other, net | -118,000 | -65,000 | 122,000 |
Unrecognized tax benefits | 822,000 | -3,000 | 193,000 |
(Loss) gain on acquisition | 0 | 0 | -266,000 |
Deferred income tax assets [Abstract] | |||
Operating loss carryforwards | 227,956,000 | 150,755,000 | |
Accrued expenses | 146,536,000 | 54,400,000 | |
Prepaid revenue | 5,835,000 | 53,228,000 | |
Deferred lease liability | 77,790,000 | 49,864,000 | |
Capital lease obligations | 945,000,000 | 39,748,000 | |
Tax credits | 34,860,000 | 32,673,000 | |
Intangible Assets | 17,785,000 | 0 | |
Deferred gain on sale leaseback | 7,073,000 | 8,673,000 | |
Total gross deferred income tax asset | 1,462,835,000 | 389,341,000 | |
Valuation allowance | -9,213,000 | -72,366,000 | |
Net deferred income tax assets | 1,453,622,000 | 316,975,000 | |
Deferred income tax liabilities [Abstract] | |||
Property, plant and equipment | -1,556,603,000 | -374,431,000 | |
Investment in unconsolidated ventures | -54,113,000 | 0 | |
Other | -2,181,000 | -6,200,000 | |
Total gross deferred income tax liability | -1,612,897,000 | -380,631,000 | |
Net deferred tax liability | -159,275,000 | -63,656,000 | |
Deferred tax assets (liabilities), Net [Abstract] | |||
Deferred tax asset - current | 84,199,000 | 17,643,000 | |
Deferred tax liability - noncurrent | -243,474,000 | -81,299,000 | |
Net deferred tax liability | -159,275,000 | -63,656,000 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred Income Tax Expense (Benefit) | -182,371,000 | -183,000 | -525,000 |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | 64,200,000 | ||
Operating loss carry forwards, valuation allowance | 0 | ||
Tax Credit Carryforward [Line Items] | |||
Tax credits, valuation allowance | 1,800,000 | 20,600,000 | |
Net operating loss, limitation of utilization | 92,000,000 | ||
Unrecognized tax benefits [Roll Forward] | |||
Balance at beginning of period | 1,556,000 | ||
Additions for tax positions taken by Emeritus | 29,664,000 | ||
Additions for tax positions related to the current year | 0 | ||
Additions for tax positions related to prior years | 9,000 | ||
Reductions for tax positions related to prior years | -1,034,000 | ||
Balance at end of period | 30,195,000 | 1,556,000 | |
Total interest and penalties reserved | 500,000 | ||
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry-forwards | 766,900,000 | 427,400,000 | |
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry forwards, valuation allowance | 7,500,000 | 7,000,000 | |
Emeritus [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss, limitation of utilization | 53,900,000 | ||
State [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Tax credits, valuation allowance | 0 | ||
Federal, State and Local [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Income Tax Expense (Benefit) | 94,100,000 | ||
Restricted Stock [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry-forwards | $112,600,000 | $53,500,000 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Disclosure of Cash Flow Information [Abstract] | |||
Interest paid | $226,594 | $123,036 | $130,009 |
Income taxes paid | 2,746 | 2,283 | 2,658 |
Write-off of deferred financing costs | 616 | 763 | 744 |
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 | 0 | 466 | 2,169 |
Prepaid expenses and other current assets, net | -391 | -1,265 | -2,817 |
Property, plant and equipment and leasehold intangibles, net | 80,330 | 99,657 | 257,772 |
Other intangible assets, net | -23,978 | 3,517 | 9,575 |
Other assets, net | -2,747 | 1,611 | -7,327 |
Accrued expenses | 0 | -5,169 | -573 |
Other liabilities | -20,568 | 0 | 3,601 |
Long-term debt | 7,795 | -64,131 | 10,123 |
Net | 40,441 | 34,686 | 272,523 |
Capital and financing leases [Member] | |||
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | |||
Property, plant and equipment and leasehold intangibles, net | 27,100 | 0 | 13,852 |
Capital Lease Obligations Incurred | -27,100 | 0 | -13,852 |
Net | 0 | 0 | 0 |
Formation of CCRC venture with HCP [Member] | |||
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | |||
Other intangible assets, net | -56,829 | 0 | 0 |
Property, plant and equipment and leasehold intangibles, net | -729,123 | 0 | 0 |
Capital Lease Obligations Incurred | 27,085 | ||
Other assets, net | -9,137 | 0 | 0 |
Other liabilities | 1,514 | 0 | 0 |
Transfer to Investments | 194,485 | 0 | 0 |
Long-term debt | 170,416 | 0 | 0 |
Refundable entrance fees and deferred revenue | 413,761 | 0 | 0 |
Net | 12,172 | 0 | 0 |
Formation of Emeritus community venture with HCP [Member] | |||
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | |||
Property, plant and equipment and leasehold intangibles, net | -525,446 | 0 | 0 |
Capital Lease Obligations Incurred | 538,355 | 0 | 0 |
Other liabilities | -9,034 | 0 | 0 |
Transfer to Investments | 71,656 | 0 | 0 |
Long-term debt | -67,640 | 0 | 0 |
Net | 7,891 | 0 | 0 |
Emeritus HCP lease amendments [Member] | |||
Supplemental Schedule of Noncash Operating, Investing, and Financing Activities [Abstract] | |||
Property, plant and equipment and leasehold intangibles, net | 385,696 | 0 | 0 |
Capital Lease Obligations Incurred | -217,022 | 0 | 0 |
Other intangible assets, net | -174,012 | 0 | 0 |
Other liabilities | 5,338 | 0 | 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, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment | ||||||||||||||
Segment Information [Abstract] | ||||||||||||||
Number of reportable segments | 5 | |||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | $1,252,103 | $1,083,935 | $748,393 | $747,275 | $734,233 | $728,999 | $716,468 | $712,266 | $3,831,706 | $2,891,966 | $2,768,738 | |||
Segment operating income | 1,133,168 | 874,213 | 812,803 | |||||||||||
General and administrative (including non-cash stock-based compensation expense) | 280,267 | 180,627 | 178,829 | |||||||||||
Facility lease expense | 323,830 | 276,729 | 284,025 | |||||||||||
Depreciation and amortization | 537,035 | 268,757 | 252,281 | |||||||||||
Asset impairment | 9,992 | 0 | 0 | 0 | 10,233 | 504 | 2,154 | 0 | 9,992 | 12,891 | 27,677 | |||
Loss on acquisition | 0 | 0 | 636 | |||||||||||
Gain on facility lease termination | 0 | 0 | -11,584 | |||||||||||
Income from operations | -74,513 | -73,197 | 30,657 | 32,148 | 30,183 | 33,983 | 28,435 | 38,687 | -84,905 | 131,288 | 80,939 | |||
Total interest expense | 248,188 | 137,399 | 146,783 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 304,245 | 257,527 | 208,412 | |||||||||||
Assets by segment | 10,521,363 | 4,737,757 | 10,521,363 | 4,737,757 | ||||||||||
Retirement Centers [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 582,312 | [1] | 526,284 | [1] | 503,902 | [1] | ||||||||
Segment operating income | 248,883 | [2] | 222,282 | [2] | 205,585 | [2] | ||||||||
Facility lease expense | 98,321 | 91,258 | 102,273 | |||||||||||
Depreciation and amortization | 86,188 | 64,353 | 61,060 | |||||||||||
Total interest expense | 41,906 | 31,286 | 29,025 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 76,285 | 63,519 | 58,876 | |||||||||||
Assets by segment | 1,603,704 | 1,258,294 | 1,603,704 | 1,258,294 | ||||||||||
Assisted Living [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 1,685,563 | [1] | 1,051,868 | [1] | 1,013,337 | [1] | ||||||||
Segment operating income | 608,489 | [2] | 389,678 | [2] | 361,184 | [2] | ||||||||
Facility lease expense | 162,575 | 123,980 | 123,128 | |||||||||||
Depreciation and amortization | 317,918 | 85,337 | 81,801 | |||||||||||
Total interest expense | 140,001 | 51,410 | 57,634 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 107,037 | 95,829 | 68,675 | |||||||||||
Assets by segment | 6,513,376 | 1,514,385 | 6,513,376 | 1,514,385 | ||||||||||
CCRCs Rental [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 493,173 | [1] | 396,975 | [1] | 385,479 | [1] | ||||||||
Segment operating income | 121,661 | [2] | 109,026 | [2] | 106,063 | [2] | ||||||||
Facility lease expense | 51,523 | 48,809 | 47,238 | |||||||||||
Depreciation and amortization | 60,175 | 30,957 | 31,205 | |||||||||||
Total interest expense | 28,418 | 17,512 | 17,336 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 42,412 | 27,134 | 21,916 | |||||||||||
Assets by segment | 1,065,116 | 499,873 | 1,065,116 | 499,873 | ||||||||||
CCRCs Entry Fee [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 202,414 | [1] | 297,756 | [1] | 285,701 | [1] | ||||||||
Segment operating income | 48,433 | [2] | 76,393 | [2] | 61,405 | [2] | ||||||||
Facility lease expense | 4,362 | 7,470 | 7,214 | |||||||||||
Depreciation and amortization | 37,524 | 55,842 | 52,840 | |||||||||||
Total interest expense | 7,530 | 11,911 | 13,792 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 36,575 | 43,019 | 24,890 | |||||||||||
Assets by segment | 0 | 960,708 | 0 | 960,708 | ||||||||||
Brookdale Ancillary Services [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 337,835 | [1] | 242,150 | [1] | 224,517 | [1] | ||||||||
Segment operating income | 63,463 | [2] | 45,709 | [2] | 47,780 | [2] | ||||||||
Facility lease expense | 890 | 0 | 0 | |||||||||||
Depreciation and amortization | 4,764 | 3,023 | 2,220 | |||||||||||
Total interest expense | 823 | 0 | 0 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 1,805 | 1,855 | 6,037 | |||||||||||
Assets by segment | 224,229 | 94,986 | 224,229 | 94,986 | ||||||||||
Management Services [Member] | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Revenues | 530,409 | [1],[3] | 376,933 | [1],[3] | 355,802 | [1],[3] | ||||||||
Segment operating income | 42,239 | [2] | 31,125 | [2] | 30,786 | [2] | ||||||||
Facility lease expense | 6,159 | 5,212 | 4,172 | |||||||||||
Depreciation and amortization | 30,466 | 29,245 | 23,155 | |||||||||||
Total interest expense | 29,510 | 25,280 | 28,996 | |||||||||||
Total expenditures for property, plan and equipment, and leasehold improvements | 40,131 | 26,171 | 28,018 | |||||||||||
Assets by segment | $1,114,938 | $409,511 | $1,114,938 | $409,511 | ||||||||||
[1] | All revenue is earned from external third parties in the United States. | |||||||||||||
[2] | Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). | |||||||||||||
[3] | 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, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Results of Operations (Unaudited) [Abstract] | |||||||||||
Revenues | $1,252,103 | $1,083,935 | $748,393 | $747,275 | $734,233 | $728,999 | $716,468 | $712,266 | $3,831,706 | $2,891,966 | $2,768,738 |
Asset impairment | 9,992 | 0 | 0 | 0 | 10,233 | 504 | 2,154 | 0 | 9,992 | 12,891 | 27,677 |
Income from operations | -74,513 | -73,197 | 30,657 | 32,148 | 30,183 | 33,983 | 28,435 | 38,687 | -84,905 | 131,288 | 80,939 |
Loss before income taxes | -173,996 | -153,109 | -2,333 | -1,293 | -2,491 | -7 | -4,036 | 4,706 | -330,731 | -1,828 | -64,948 |
Net loss | -106,796 | -37,036 | -3,295 | -2,299 | -975 | -967 | -5,200 | 3,558 | -149,426 | -3,584 | -66,467 |
Net loss attributable to Brookdale Senior Living Inc. common stockholders | ($106,534) | ($36,862) | ($3,295) | ($2,299) | ($975) | ($967) | ($5,200) | $3,558 | ($148,990) | ($3,584) | ($66,467) |
Weighted average basic and diluted (loss) earnings per share (in dollars per share) | ($0.58) | ($0.23) | ($0.03) | ($0.02) | ($0.01) | ($0.01) | ($0.04) | $0.03 | ($1.01) | ($0.03) | ($0.54) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Feb. 28, 2015 | Feb. 24, 2015 |
Property | Property | ||
January 1, 2015 purchase of communities under HCP Purchase Option [Member] | |||
Subsequent Event [Line Items] | |||
Number of facilities purchased or sold | 8 | ||
Aggregate purchase price | $51.40 | ||
Communities agreed to purchase under HCP Master Lease Purchase Option [Member] | |||
Subsequent Event [Line Items] | |||
Number of facilities purchased or sold | 9 | ||
Aggregate purchase price | 60 | ||
2015 Rent Reduction | 4.2 | ||
February 2015 acquisition of 15 communities [Member] | |||
Subsequent Event [Line Items] | |||
Number of facilities purchased or sold | 15 | ||
Aggregate purchase price | 275 | ||
SellerFinanced Debt [Member] | |||
Subsequent Event [Line Items] | |||
Principal | 20 | ||
LoanTerm | 5 years | ||
Seller financing fixed rate | 8.00% |
VALUATION_AND_QUALIFYING_ACCOU1
VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Tax Credit Carryforward [Line Items] | ||||||
Tax credits, valuation allowance | $1,800 | $20,600 | ||||
State [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Valuation Allowance, Deferred Tax Asset, Change in Amount | -175 | -2,540 | ||||
Tax Credit Carryforward [Line Items] | ||||||
Tax credits, valuation allowance | 0 | |||||
Federal net operating losses [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Valuation Allowance, Deferred Tax Asset, Change in Amount | 0 | -4,851 | 26,589 | [1] | ||
Federal credits [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Valuation Allowance, Deferred Tax Asset, Change in Amount | 0 | 12,123 | 400 | |||
Allowance For Doubtful Accounts [Member] | ||||||
Valuation and qualifying accounts [Roll forward] | ||||||
Balance at Beginning of Period | 17,728 | 15,262 | 16,972 | |||
Acquisition of Emeritus | 11,087 | 0 | 0 | |||
Charged to costs and expenses | 20,509 | 21,048 | 15,683 | |||
Charged to other accounts | 771 | 444 | 660 | |||
Deductions | -23,594 | -19,026 | -18,053 | |||
Balance at End of Period | 26,501 | 17,728 | 15,262 | |||
Deferred Tax Valuation Allowance [Member] | ||||||
Valuation and qualifying accounts [Roll forward] | ||||||
Balance at Beginning of Period | 72,366 | 65,269 | 40,820 | |||
Acquisition of Emeritus | 1,002 | 0 | 0 | |||
Charged to costs and expenses | 0 | 7,272 | [2] | 26,989 | [1] | |
Charged to other accounts | 0 | -175 | [3] | -2,540 | [4] | |
Deductions | -64,155 | [5] | 0 | 0 | ||
Balance at End of Period | $9,213 | $72,366 | $65,269 | |||
[1] | Adjustment to valuation allowance for federal net operating losses and federal credits of $26,589 and $400, respectively. | |||||
[2] | Adjustment to valuation allowance for federal net operating losses and federal credits of $(4,851) and $12,123, respectively. | |||||
[3] | Adjustment to valuation allowance for state net operating losses of $(175). | |||||
[4] | Adjustment to valuation allowance for state net operating losses of $(2,540). | |||||
[5] | Adjustment to reverse valuation allowance for federal and state net operating losses of $(64,155). |