Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Mar. 31, 2014 | 7-May-14 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Brookdale Senior Living Inc. | ' | ' |
Entity Central Index Key | '0001332349 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $2.30 |
Entity Common Stock, Shares Outstanding | ' | 124,816,713 | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $45,701 | $58,511 |
Cash and escrow deposits - restricted | 33,953 | 38,191 |
Accounts receivable, net | 107,568 | 104,262 |
Deferred tax asset | 17,045 | 17,643 |
Prepaid expenses and other current assets, net | 83,115 | 76,255 |
Total current assets | 287,382 | 294,862 |
Property, plant and equipment and leasehold intangibles, net | 3,886,391 | 3,895,475 |
Cash and escrow deposits - restricted | 55,222 | 57,611 |
Investment in unconsolidated ventures | 44,064 | 44,103 |
Goodwill | 109,553 | 109,553 |
Other intangible assets, net | 158,203 | 158,757 |
Other assets, net | 178,793 | 177,396 |
Total assets | 4,719,608 | 4,737,757 |
Current liabilities | ' | ' |
Current portion of long-term debt | 65,245 | 201,954 |
Trade accounts payable | 53,010 | 65,840 |
Accrued expenses | 188,321 | 209,479 |
Refundable entrance fees and deferred revenue | 398,300 | 388,400 |
Tenant security deposits | 5,241 | 5,171 |
Total current liabilities | 710,117 | 870,844 |
Long-term debt, less current portion | 2,544,162 | 2,404,624 |
Line of credit | 25,000 | 30,000 |
Deferred entrance fee revenue | 89,653 | 86,862 |
Deferred liabilities | 155,002 | 154,870 |
Deferred tax liability | 81,299 | 81,299 |
Other liabilities | 87,706 | 88,321 |
Total liabilities | 3,692,939 | 3,716,820 |
Stockholders' Equity | ' | ' |
Preferred stock, $0.01 par value, 50,000,000 shares authorized at March 31, 2014 and December 31, 2013; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 200,000,000 shares authorized at March 31, 2014 and December 31, 2013; 131,122,449 and 130,155,012 shares issued and 128,694,048 and 127,726,611 shares outstanding (including 3,877,634 and 3,372,937 unvested restricted shares), respectively | 1,287 | 1,277 |
Additional paid-in-capital | 2,033,492 | 2,025,471 |
Treasury stock, at cost; 2,428,401 shares at March 31, 2014 and December 31, 2013 | -46,800 | -46,800 |
Accumulated deficit | -961,310 | -959,011 |
Total stockholders' equity | 1,026,669 | 1,020,937 |
Total liabilities and stockholders' equity | $4,719,608 | $4,737,757 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 131,122,449 | 130,155,012 |
Common stock, shares outstanding (in shares) | 128,694,048 | 127,726,611 |
Treasury stock, shares (in shares) | 2,428,401 | 2,428,401 |
Restricted Stock [Member] | ' | ' |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ' | ' |
Common stock, shares outstanding (in shares) | 3,877,634 | 3,372,937 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue | ' | ' |
Resident fees | $650,310 | $624,370 |
Management fees | 7,402 | 7,609 |
Reimbursed costs incurred on behalf of managed communities | 89,563 | 80,287 |
Total revenue | 747,275 | 712,266 |
Expense | ' | ' |
Facility operating expense (excluding depreciation and amortization of $62,695 and $57,255, respectively) | 429,870 | 413,003 |
General and administrative expense (including non-cash stock-based compensation expense of $7,572 and $6,894, respectively) | 55,509 | 46,611 |
Facility lease expense | 69,869 | 69,019 |
Depreciation and amortization | 70,316 | 64,659 |
Costs incurred on behalf of managed communities | 89,563 | 80,287 |
Total operating expense | 715,127 | 673,579 |
Income from operations | 32,148 | 38,687 |
Interest income | 321 | 303 |
Interest expense: | ' | ' |
Debt | -29,998 | -30,971 |
Amortization of deferred financing costs and debt discount | -4,018 | -4,569 |
Change in fair value of derivatives | -847 | 135 |
Equity in earnings of unconsolidated ventures | 636 | 115 |
Other non-operating income | 465 | 1,006 |
(Loss) income before income taxes | -1,293 | 4,706 |
Provision for income taxes | -1,006 | -1,148 |
Net (loss) income | ($2,299) | $3,558 |
Basic (loss) earnings per share | ($0.02) | $0.03 |
Weighted average shares used in computing basic (loss) earnings per share | 124,478 | 122,823 |
Diluted (loss) earnings per share | ($0.02) | $0.03 |
Weighted average shares used in computing diluted (loss) earnings per share | 124,478 | 124,391 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) [Abstract] | ' | ' |
Depreciation and amortization | $62,695 | $57,255 |
Non-cash stock-based compensation expense | $7,572 | $6,894 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | |||||
Balances at beginning of period at Dec. 31, 2013 | $1,020,937 | $1,277 | $2,025,471 | ($46,800) | ($959,011) |
Balances at beginning of period - shares (in share) at Dec. 31, 2013 | 127,726,611 | 127,727,000 | ' | ' | ' |
Compensation expense related to restricted stock grants | 7,572 | 0 | 7,572 | 0 | 0 |
Net (loss) income | -2,299 | 0 | 0 | 0 | -2,299 |
Issuance of common stock under Associate Stock Purchase Plan | 377 | 0 | 377 | 0 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | ' | 13,000 | ' | ' | ' |
Restricted stock, net | 0 | 10 | -10 | 0 | 0 |
Restricted stock, net - shares (in shares) | ' | 954,000 | ' | ' | ' |
Other | 82 | 0 | 82 | 0 | 0 |
Balances at end of period at Mar. 31, 2014 | $1,026,669 | $1,287 | $2,033,492 | ($46,800) | ($961,310) |
Balances at end of period - shares (in shares) at Mar. 31, 2014 | 128,694,048 | 128,694,000 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows from Operating Activities | ' | ' |
Net (loss) income | ($2,299) | $3,558 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 74,334 | 69,228 |
Equity in earnings of unconsolidated ventures | -636 | -115 |
Distributions from unconsolidated ventures from cumulative share of net earnings | 245 | 668 |
Amortization of deferred gain | -1,093 | -1,093 |
Amortization of entrance fees | -7,202 | -7,133 |
Proceeds from deferred entrance fee revenue | 9,035 | 9,237 |
Deferred income tax provision | 598 | 0 |
Change in deferred lease liability | -223 | 748 |
Change in fair value of derivatives | 847 | -135 |
Loss (gain) on sale of assets | 76 | -926 |
Non-cash stock-based compensation | 7,572 | 6,894 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | -2,499 | -9,064 |
Prepaid expenses and other assets, net | -5,816 | 9,140 |
Accounts payable and accrued expenses | -27,561 | -10,871 |
Tenant refundable fees and security deposits | -615 | -335 |
Deferred revenue | 7,933 | -5,316 |
Net cash provided by operating activities | 52,696 | 64,485 |
Cash Flows from Investing Activities | ' | ' |
Decrease (increase) in lease security deposits and lease acquisition deposits, net | 7 | -1,952 |
Decrease in cash and escrow deposits - restricted | 6,627 | 826 |
Additions to property, plant and equipment and leasehold intangibles, net | -59,717 | -51,614 |
Acquisition of assets, net of related payables and cash received | -515 | -2 |
Payments on (issuance of) notes receivable, net | 76 | -17 |
Investment in unconsolidated ventures | 0 | -5,843 |
Proceeds from sale of assets, net | 0 | 440 |
Net cash used in investing activities | -53,522 | -58,162 |
Cash Flows from Financing Activities | ' | ' |
Proceeds from debt | 20,516 | 8,955 |
Repayment of debt and capital lease obligations | -22,401 | -17,707 |
Proceeds from line of credit | 70,000 | 105,000 |
Repayment of line of credit | -75,000 | -140,000 |
Payment of financing costs, net of related payables | -2,905 | -2,200 |
Refundable entrance fees: | ' | ' |
Proceeds from refundable entrance fees | 5,924 | 7,636 |
Refunds of entrance fees | -8,446 | -9,320 |
Other | 328 | 315 |
Net cash used in financing activities | -11,984 | -47,321 |
Net decrease in cash and cash equivalents | -12,810 | -40,998 |
Cash and cash equivalents at beginning of period | 58,511 | 69,240 |
Cash and cash equivalents at end of period | $45,701 | $28,242 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
Description of Business [Abstract] | ' |
Description of Business | ' |
1.  Description of Business | |
Brookdale Senior Living Inc. ("Brookdale" or the "Company") is a leading owner and operator of senior living communities throughout the United States.  The Company provides an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents.  The Company owns, leases and operates retirement centers, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs").  Through Brookdale Ancillary Services, the Company also offers a range of outpatient therapy, home health and hospice services, primarily to residents of its communities. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2.  Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of March 31, 2014, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission. | |
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.  In addition, in connection with the Company's MyChoice program, new and existing residents are allowed to pay additional entrance fee amounts in return for a reduced monthly service fee.  The non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation.  The refundable portion of a resident's entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit.  The refundable portion of the fee is not amortized and included in refundable entrance fees.  All refundable amounts due to residents at any time in the future are classified as current liabilities. | |
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 condensed consolidated statements of operations.  The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. | |
Fair Value of Financial Instruments | |
Accounting Standards Codification ("ASC") 820 – Fair Value Measurements ("ASC 820") establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: | |
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |
Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. | |
The Company estimates the fair value of its long-term debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt with a carrying value and estimated fair value of approximately $2.6 billion as of March 31, 2014 and December 31, 2013.  The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy. | |
Self-Insurance Liability Accruals | |
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a large-deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |
New Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU 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 to its condensed consolidated financial statements upon adoption. The adoption of this update did not have a material impact on the Company's financial condition or results of operations. | |
In April 2014, the FASB issued ASU 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 condensed 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. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
Mar. 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. | |||||||||
The following table summarizes the computation of basic and diluted (loss) earnings per share amounts presented in the accompanying condensed consolidated statements of operations (in thousands, except per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Income attributable to common shareholders: | |||||||||
Net (loss) income | $ | (2,299 | ) | $ | 3,558 | ||||
Weighted-average shares outstanding - basic | 124,478 | 122,823 | |||||||
Effect of dilutive securities - Unvested restricted stock and restricted stock units | — | 1,568 | |||||||
Weighted-average shares outstanding - diluted | 124,478 | 124,391 | |||||||
Basic (loss) earnings per common share: | |||||||||
Net (loss) income per share attributable to common shareholders | $ | (0.02 | ) | $ | 0.03 | ||||
Diluted (loss) earnings per common share: | |||||||||
Net (loss) income per share attributable to common shareholders | $ | (0.02 | ) | $ | 0.03 | ||||
For the three months ended March 31, 2014, the Company recorded a consolidated net loss. As a result of the net loss, unvested restricted stock and restricted stock unit awards and convertible debt instruments and warrants were antidilutive for the period 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 calculation of diluted net loss per share for the three months ended March 31, 2014 was 3.8 million. | |||||||||
For the three months ended March 31, 2013, the calculation of diluted weighted average shares excludes the impact of conversion of the Company's $316.3 million of convertible senior notes, as the initial conversion price of approximately $29.325 per share was higher than the average trading price of the Company's common stock making the instruments anti-dilutive. As of March 31, 2014 and 2013, 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 the initial strike price of $40.25 per share was higher than the average trading price of the Company's common stock making the instruments anti-dilutive. As of March 31, 2014 and 2013, the number of shares issuable upon exercise of the warrants was approximately 10.8 million. | |||||||||
The calculation of diluted weighted average shares for the three months ended March 31, 2013 also excludes 0.5 million of performance-based restricted stock awards. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Stock-Based Compensation | ' | ||||||||||||
4.  Stock-Based Compensation | |||||||||||||
The Company follows ASC 718 in accounting for its share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee's requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. | |||||||||||||
For all awards with graded vesting other than awards with performance-based vesting conditions, the Company records compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. For graded-vesting awards with performance-based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance target is deemed probable of achievement. Performance goals are evaluated quarterly. If such goals are not ultimately met or it is not probable the goals will be achieved, no compensation expense is recognized and any previously recognized compensation expense is reversed. | |||||||||||||
The Company's compensation expense recorded in connection with grants of restricted stock for the three months ended March 31, 2014 and 2013 reflects an initial estimated cumulative forfeiture rate from 0% to 10% over the requisite service period of the awards. That estimate is revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates. | |||||||||||||
Current year grants of restricted shares under the Company's Omnibus Stock Incentive Plan were as follows (amounts in thousands except for value per share): | |||||||||||||
Shares Granted | Value Per Share | Total Value | |||||||||||
Three months ended March 31, 2014 | 1,028 | $ | 27.01 − $27.18 | $ | 27,774 |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, Net | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net | ' | ||||||||||||||||||||||||
5.  Goodwill and Other Intangible Assets, Net | |||||||||||||||||||||||||
The following is a summary of the carrying amount of goodwill for the three months ended March 31, 2014 and the year ended December 31, 2013 presented on an operating segment basis (dollars in thousands): | |||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Impairment | Carrying | Impairment | ||||||||||||||||||||||
Amount | and Other | Amount | and Other | ||||||||||||||||||||||
Charges | Charges | ||||||||||||||||||||||||
Retirement Centers | $ | 7,642 | $ | (521 | ) | $ | 7,121 | $ | 7,642 | $ | (521 | ) | $ | 7,121 | |||||||||||
Assisted Living | 102,680 | (248 | ) | 102,432 | 102,680 | (248 | ) | 102,432 | |||||||||||||||||
Total | $ | 110,322 | $ | (769 | ) | $ | 109,553 | $ | 110,322 | $ | (769 | ) | $ | 109,553 | |||||||||||
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 months ended March 31, 2014. | |||||||||||||||||||||||||
Community purchase options are amortized over their estimated lives and are tested for impairment whenever indicators of impairment arise. No indicators of impairment were present during the three months ended March 31, 2014.  The following is a summary of other intangible assets at March 31, 2014 and December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Community purchase options | $ | 147,610 | $ | (25,886 | ) | $ | 121,724 | $ | 147,610 | $ | (24,961 | ) | $ | 122,649 | |||||||||||
Health care licenses | 34,499 | — | 34,499 | 33,853 | — | 33,853 | |||||||||||||||||||
Other | 3,331 | (1,351 | ) | 1,980 | 3,331 | (1,076 | ) | 2,255 | |||||||||||||||||
Total | $ | 185,440 | $ | (27,237 | ) | $ | 158,203 | $ | 184,794 | $ | (26,037 | ) | $ | 158,757 | |||||||||||
Amortization expense related to definite-lived intangible assets for the three months ended March 31, 2014 and 2013 was $1.2 million and $1.1 million, respectively.  Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. |
Property_Plant_and_Equipment_a
Property, Plant and Equipment and Leasehold Intangibles, Net | 3 Months Ended | ||||||||
Mar. 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 | |||||||||
Property, plant and equipment and leasehold intangibles, net, which include assets under capital leases, consist of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 302,829 | $ | 302,444 | |||||
Buildings and improvements | 3,534,972 | 3,508,693 | |||||||
Leasehold improvements | 60,963 | 59,948 | |||||||
Furniture and equipment | 646,494 | 623,352 | |||||||
Resident and leasehold operating intangibles | 435,012 | 435,012 | |||||||
Construction in progress | 94,702 | 88,309 | |||||||
Assets under capital and financing leases | 702,459 | 699,973 | |||||||
5,777,431 | 5,717,731 | ||||||||
Accumulated depreciation and amortization | (1,891,040 | ) | (1,822,256 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 3,886,391 | $ | 3,895,475 | |||||
Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. No indicators of impairment were present during the three months ended March 31, 2014. |
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt [Abstract] | ' | ||||||||
Debt | ' | ||||||||
7.  Debt | |||||||||
Long-Term Debt, Capital Leases and Financing Obligations | |||||||||
Long-term debt, capital leases and financing obligations consist of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Mortgage notes payable due 2016 through 2023; weighted average interest rate of 4.10% for the three months ended March 31, 2014, net of debt premium of $1.2 million (weighted average interest rate of 4.12% in 2013) | $ | 2,028,504 | $ | 2,037,649 | |||||
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.10% for the three months ended March 31, 2014 (weighted average interest rate of 8.14% in 2013) | 293,027 | 299,824 | |||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $52.2 million and $54.8 million at March 31, 2014 and December 31, 2013, respectively, interest at 2.75% per annum, due June 2018 | 264,094 | 261,443 | |||||||
Construction financing due 2017 through 2027; weighted average interest rate of 6.32% for the three months ended March 31, 2014 (weighted average interest rate of 6.22% in 2013) | 19,470 | 4,476 | |||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.65% for the three months ended March 31, 2014Â Â (weighted average interest rate of 2.65% in 2013), due 2014 | 4,312 | 3,186 | |||||||
Total debt | 2,609,407 | 2,606,578 | |||||||
Less current portion | 65,245 | 201,954 | |||||||
Total long-term debt | $ | 2,544,162 | $ | 2,404,624 | |||||
Credit Facilities | |||||||||
On March 28, 2013, the Company entered into a second amended and restated credit agreement with General Electric Capital Corporation, as administrative agent and lender, and the other lenders from time to time parties thereto.  The amended credit agreement extended the maturity date of the facility to March 31, 2018 and decreased the interest rate payable on advances and the fee payable on the unused portion of the facility.  The amended credit agreement provided an option to increase the committed amount initially from $230.0 million to $250.0 million, which the Company exercised on June 28, 2013, and provides an additional option to increase the committed amount from $250.0 million to up to $350.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders.  The amended credit agreement also permits reduction of the committed amount or termination of the facility during the last two years of the five year term without payment of a premium or penalty.  The amended credit agreement was further amended and restated effective September 20, 2013 to, among other things, incorporate a $25.0 million swingline feature to permit same-day borrowing. | |||||||||
Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin.   The applicable margin varies with the percentage of the total commitment drawn, with a 3.25% margin at 25% or lower utilization, a 3.75% margin at utilization greater than 25% but less than or equal to 50%, and a 4.25% margin at greater than 50% utilization.  For purposes of determining the interest rate, in no event will LIBOR be less than 0.5% per annum.  The Company is also required to pay a quarterly commitment fee of 0.5% per annum on the unused portion of the facility. | |||||||||
The revolving line of credit can be used to finance acquisitions and 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 amended credit agreement, which would result in termination of all commitments under the amended credit agreement and all amounts owing under the amended credit agreement and certain other loan agreements becoming immediately due and payable. | |||||||||
As of March 31, 2014, the Company had an available secured line of credit with a commitment and available amount of $250.0 million (of which $25.0 million had been drawn as of such date).  The Company also had secured and unsecured letter of credit facilities of up to $84.5 million in the aggregate as of March 31, 2014.  Letters of credit totaling $71.7 million had been issued under these facilities as of that date. | |||||||||
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. | |||||||||
As of March 31, 2014, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2014 | |
Legal Matters And Contingencies Disclosure [Abstract] | ' |
Litigation | ' |
8.  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 Merger (as discussed in Note 13), three purported class action lawsuits have been filed on behalf of stockholders of Emeritus Corporation ("Emeritus") in the Superior Court of King County, Washington: Tampa Maritime Association/International Longshoremen's Association Pension Fund v. Emeritus Corp., et al., Case No. 14-2-06385-7-SEA, filed February 28, 2014; Sciabacucchi v. Emeritus Corp., et al., Case No. 14-2-06946-4-SEA, filed March 6, 2014; and Ellerson v. Emeritus Corp., et al., Case No. 14-2-07502-2-SEA, filed March 14, 2014. It is possible that other related suits could subsequently be filed. The allegations in the three lawsuits are similar. They purport to be brought as class actions on behalf of all stockholders of Emeritus. The complaints name as defendants Emeritus, the Emeritus board of directors, Brookdale and Merger Sub (as defined herein). The complaints allege that the Emeritus board of directors breached its fiduciary duties to Emeritus stockholders by, among other things, failing to maximize stockholder value in connection with the Merger or to engage in a fair sale process before approving the Merger. Specifically, the complaints allege that the Emeritus board of directors undervalued Emeritus in connection with the Merger and that the Emeritus board of directors agreed to certain deal protection mechanisms that precluded Emeritus from obtaining competing offers. The Sciabacucchi complaint also alleges that the Emeritus board of directors breached its fiduciary duties by failing to disclose all material information concerning the Merger to Emeritus' stockholders. The three complaints also allege that Brookdale, Emeritus and Merger Sub aided and abetted the Emeritus board of directors' alleged breaches of fiduciary duties. The complaints seek, among other things, injunctive relief, including rescission of the Merger, and damages, including counsel fees and expenses. On April 30, 2014, the court consolidated the three lawsuits, relieved all defendants of the need to respond to the three filed complaints, and ordered plaintiffs to file a consolidated and amended complaint as soon as practicable after a registration statement is filed with the Securities and Exchange Commission in connection with the Merger. On May 6, 2014, the court appointed co-lead plaintiffs and co-lead and liaison counsel for plaintiffs in the consolidated proceeding. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ||||||||
Supplemental Disclosure of Cash Flow Information | ' | ||||||||
9.  Supplemental Disclosure of Cash Flow Information | |||||||||
(dollars in thousands): | Three Months Ended | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||
Interest paid | $ | 28,059 | $ | 29,027 | |||||
Income taxes paid | $ | 268 | $ | 341 |
Facility_Operating_Leases
Facility Operating Leases | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Facility Operating Leases [Abstract] | ' | ||||||||
Facility Operating Leases | ' | ||||||||
10.  Facility Operating Leases | |||||||||
The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of deferred gains (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Cash basis payment | $ | 71,185 | $ | 69,364 | |||||
Straight-line expense | (223 | ) | 748 | ||||||
Amortization of deferred gain | (1,093 | ) | (1,093 | ) | |||||
Facility lease expense | $ | 69,869 | $ | 69,019 |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
11.  Income Taxes | |
The difference in the Company's effective tax rates for the three months ended March 31, 2014 and 2013 was primarily due to changes in the Company's financial results under generally accepted accounting principles. The Company's tax expense mainly reflects its cash tax position for states that do not allow for or have suspended the use of net operating losses for the period. The Company continues to maintain that the deferred tax assets recorded as of March 31, 2014, primarily related to net operating losses generated prior to December 31, 2010, are not more likely than not to be realized based on the reversal of deferred tax liabilities recorded. However, if the Company continues its current trend of improved GAAP earnings before taxes, this valuation allowance may be reduced in future periods. | |
The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three months ended March 31, 2014.  Tax returns for years 2010 through 2012 are subject to future examination by tax authorities.  In addition, the net operating losses from prior years are subject to adjustment under examination. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Information [Abstract] | ' | ||||||||
Segment Information | ' | ||||||||
12.  Segment Information | |||||||||
The Company currently has six reportable segments:  retirement centers; assisted living; CCRCs – rental; CCRCs – entry fee; Brookdale Ancillary Services; and management services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. | |||||||||
During the three months ended March 31, 2014, two communities moved between segments 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 and Assisted Living segments. Revenue and expenses for the three months ended March 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 senior citizens age 75 and older who desire an upscale residential environment providing the highest quality of service. The majority of the Company's retirement center communities consist of both independent living and assisted living units in a single community, which allows residents to "age-in-place" by providing them with a continuum of senior independent and assisted living services. | |||||||||
Assisted Living. The Company's Assisted Living segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living communities include both freestanding, multi-story communities and freestanding single story communities. The Company also operates memory care communities, which are freestanding assisted living communities specially designed for residents with Alzheimer's disease and other dementias. | |||||||||
CCRCs - Rental. The Company's CCRCs - Rental segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living and skilled nursing available on one campus or within the immediate market, and some also include memory care/Alzheimer's units. | |||||||||
CCRCs - Entry Fee. The communities in the Company's CCRCs - Entry Fee segment are similar to those in the Company's CCRCs - Rental segment but allow for residents in the independent living apartment units to pay a one-time upfront entrance fee, which is partially refundable in certain circumstances. The amount of the entrance fee varies depending upon the type and size of the dwelling unit, the type of contract plan selected, whether the contract contains a lifecare benefit for the resident, the amount and timing of refund, and other variables. In addition to the initial entrance fee, residents under all entrance fee agreements also pay a monthly service fee, which entitles them to the use of certain amenities and services. Since entrance fees are received upon initial occupancy, the monthly fees are generally less than fees at a comparable rental community. | |||||||||
Brookdale Ancillary Services. The Company's Brookdale Ancillary Services segment includes the outpatient therapy, home health and hospice services provided to residents of many of the Company's communities, to other senior living communities that the Company does not own or operate and to seniors living outside of the Company's communities. The Brookdale Ancillary Services segment does not include the therapy services provided in the Company's skilled nursing units, which are included in the Company's CCRCs - Rental and CCRCs - Entry Fee segments. | |||||||||
Management Services. The Company's management services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a joint venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners. | |||||||||
The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies. | |||||||||
The following table sets forth certain segment financial and operating data (dollars in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Revenue(1) | |||||||||
Retirement Centers | $ | 132,349 | $ | 128,922 | |||||
Assisted Living | 277,431 | 260,615 | |||||||
CCRCs - Rental | 97,944 | 100,327 | |||||||
CCRCs - Entry Fee | 79,169 | 74,308 | |||||||
Brookdale Ancillary Services | 63,417 | 60,198 | |||||||
Management Services(2) | 96,965 | 87,896 | |||||||
$ | 747,275 | $ | 712,266 | ||||||
Segment operating income(3) | |||||||||
Retirement Centers | $ | 56,230 | $ | 53,334 | |||||
Assisted Living | 104,992 | 96,285 | |||||||
CCRCs - Rental | 26,830 | 29,077 | |||||||
CCRCs - Entry Fee | 19,635 | 19,571 | |||||||
Brookdale Ancillary Services | 12,753 | 13,100 | |||||||
Management Services | 7,402 | 7,609 | |||||||
227,842 | 218,976 | ||||||||
General and administrative (including non-cash stock-based compensation expense) | 55,509 | 46,611 | |||||||
Facility lease expense | 69,869 | 69,019 | |||||||
Depreciation and amortization | 70,316 | 64,659 | |||||||
Income from operations | $ | 32,148 | $ | 38,687 | |||||
As of | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Total assets | |||||||||
Retirement Centers | $ | 1,223,538 | $ | 1,258,294 | |||||
Assisted Living | 1,544,188 | 1,514,385 | |||||||
CCRCs - Rental | 497,795 | 499,873 | |||||||
CCRCs - Entry Fee | 953,324 | 960,708 | |||||||
Brookdale Ancillary Services | 94,683 | 94,986 | |||||||
Corporate and Management Services | 406,080 | 409,511 | |||||||
Total assets | $ | 4,719,608 | $ | 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)Â Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). |
The_Pending_Merger
The Pending Merger | 3 Months Ended |
Mar. 31, 2014 | |
The Pending Merger [Abstract] | ' |
The Pending Merger [Text Block] | ' |
13. The Pending Merger | |
On February 20, 2014, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Emeritus Corporation, a Washington corporation, and Broadway Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Emeritus (the "Merger"), with Emeritus continuing as the surviving corporation and a wholly owned subsidiary of the Company. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.0001 per share ("Emeritus Common Stock"), of Emeritus (including each restricted share of Emeritus Common Stock, but not including any shares (x) held by the Company or Emeritus or any of the Company's or Emeritus' wholly owned subsidiaries and (y) with respect to which appraisal rights are properly demanded and not withdrawn under Washington law ("Dissenting Shares")), will be automatically converted into the right to receive 0.95 of a share (the "Exchange Ratio") of the Company's common stock. | |
The Merger Agreement provides that each option to purchase Emeritus Common Stock, whether vested or unvested (an "Emeritus Option"), will be canceled at the effective time of the Merger. Any Emeritus Option with an exercise price that is less than the implied dollar value of the per share consideration to be received in the Merger (valuing the Company's common stock at its volume weighted average price over the 10 trading days preceding the consummation of the Merger) will be converted into the right to receive a number of shares of the Company's common stock (net of any required withholding taxes) equal to the product of (x) the number of shares of Emeritus Common Stock subject to the Emeritus Option multiplied by (y) the excess of the implied dollar value of the per share consideration (based on the volume weighted average described above) over the exercise price of the Emeritus Option. Any Emeritus Option with an exercise price that is equal to or greater than the implied dollar value of the per share consideration to be received in the Merger as described above will be canceled without the payment of any consideration. | |
The consummation of the Merger is subject to satisfaction or waiver of certain conditions, including, among others: (i) the approval of the Company's and Emeritus' stockholders; (ii) the absence of any law or order prohibiting the closing; (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the receipt of certain federal and state government approvals necessary for the ownership, operation and management of Emeritus' senior living facilities and expiration of notice periods for the same, subject to certain exceptions; (v) the continuing effectiveness or receipt, as applicable, of certain third-party consents, subject to certain exceptions; (vi) the accuracy of each party's representations and warranties, subject to certain materiality qualifiers; (vii) the performance in all material respects of each party's obligations under the Merger Agreement; (viii) no more than 7.5% of the shares of Emeritus Common Stock being Dissenting Shares; and (ix) the absence of any change, event or development that would reasonably be expected to have either a Parent Material Adverse Effect or a Company Material Adverse Effect (each as defined in the Merger Agreement). On March 12, 2014, each of the Company and Emeritus filed a Notification and Report Form under the HSR Act with the Antitrust Division and the FTC, which filings started the 30-day waiting period required by the HSR Act. The waiting period expired on April 11, 2014, thus satisfying one of the conditions to completion of the Merger. The Merger is expected to close during the third quarter of 2014, although there can be no assurance that the Merger will close or, if it does, when the actual closing will occur. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
14. Subsequent Events | |
On April 23, 2014, the Company and HCP, Inc., a Maryland corporation ("HCP"), entered into a Master Contribution and Transactions Agreement (the "Master Agreement"). At the closing contemplated by the Master Agreement (the "Closing"), the Company and HCP will enter into two joint venture transactions and amend the terms of certain existing agreements between the Company and HCP and/or certain of their respective affiliates, and between Emeritus and HCP and/or certain of their respective affiliates. At the Closing, the Company and HCP will enter into a joint venture ("CCRCs JV") with respect to certain continuing care retirement / entrance fee communities currently owned by HCP or the Company and leased and/or operated by the Company. The Company will own a 51% ownership interest, and HCP will own a 49% ownership interest in the CCRCs JV. Additionally at the Closing, the Company and HCP will enter into a joint venture ("RIDEA JV") with respect to certain independent living, assisted living, memory care and/or skilled nursing care communities currently owned by HCP and leased and operated by Emeritus. The Company will own a 20% ownership interest, and HCP will own an 80% ownership interest in the RIDEA JV. Lastly, at the Closing, the Company and HCP will amend and restate certain triple net leases ("NNN-Leased Portfolio") between Emeritus and affiliates of HCP in respect of 153 communities, which amended and restated leases will provide for the creation of multiple pools of master leases. The amended and restated leases will provide for lower future rent payments and escalations compared to the existing leases. HCP has agreed to make available up to $100 million for capital expenditures related to the communities in the NNN-Leased Portfolio during calendar years 2014 through 2017 at an initial lease rate of 7.0%. In connection with the transactions contemplated by the Master Agreement, the Company and HCP have also agreed that the Company will waive the purchase option rights granted by HCP to Emeritus pursuant to 49 of the existing Emeritus leases. The Closing is subject to a number of conditions, including the prior or concurrent closing of the Merger between the Company and Emeritus. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of March 31, 2014, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission. | |
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.  In addition, in connection with the Company's MyChoice program, new and existing residents are allowed to pay additional entrance fee amounts in return for a reduced monthly service fee.  The non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation.  The refundable portion of a resident's entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit.  The refundable portion of the fee is not amortized and included in refundable entrance fees.  All refundable amounts due to residents at any time in the future are classified as current liabilities. | |
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 condensed consolidated statements of operations.  The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Accounting Standards Codification ("ASC") 820 – Fair Value Measurements ("ASC 820") establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: | |
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |
Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity. | |
The Company estimates the fair value of its long-term debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt with a carrying value and estimated fair value of approximately $2.6 billion as of March 31, 2014 and December 31, 2013.  The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy. | |
Self-Insurance Liability Accruals | ' |
Self-Insurance Liability Accruals | |
The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a large-deductible workers compensation program and a self-insured employee medical program. The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU 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 to its condensed consolidated financial statements upon adoption. The adoption of this update did not have a material impact on the Company's financial condition or results of operations. | |
In April 2014, the FASB issued ASU 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 condensed 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. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||
The following table summarizes the computation of basic and diluted (loss) earnings per share amounts presented in the accompanying condensed consolidated statements of operations (in thousands, except per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Income attributable to common shareholders: | |||||||||
Net (loss) income | $ | (2,299 | ) | $ | 3,558 | ||||
Weighted-average shares outstanding - basic | 124,478 | 122,823 | |||||||
Effect of dilutive securities - Unvested restricted stock and restricted stock units | — | 1,568 | |||||||
Weighted-average shares outstanding - diluted | 124,478 | 124,391 | |||||||
Basic (loss) earnings per common share: | |||||||||
Net (loss) income per share attributable to common shareholders | $ | (0.02 | ) | $ | 0.03 | ||||
Diluted (loss) earnings per common share: | |||||||||
Net (loss) income per share attributable to common shareholders | $ | (0.02 | ) | $ | 0.03 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||
Current year grants of restricted shares | ' | ||||||||||||
Current year grants of restricted shares under the Company's Omnibus Stock Incentive Plan were as follows (amounts in thousands except for value per share): | |||||||||||||
Shares Granted | Value Per Share | Total Value | |||||||||||
Three months ended March 31, 2014 | 1,028 | $ | 27.01 − $27.18 | $ | 27,774 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net [Abstract] | ' | ||||||||||||||||||||||||
Summary of changes in the carrying amount of goodwill | ' | ||||||||||||||||||||||||
The following is a summary of the carrying amount of goodwill for the three months ended March 31, 2014 and the year ended December 31, 2013 presented on an operating segment basis (dollars in thousands): | |||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Impairment | Carrying | Impairment | ||||||||||||||||||||||
Amount | and Other | Amount | and Other | ||||||||||||||||||||||
Charges | Charges | ||||||||||||||||||||||||
Retirement Centers | $ | 7,642 | $ | (521 | ) | $ | 7,121 | $ | 7,642 | $ | (521 | ) | $ | 7,121 | |||||||||||
Assisted Living | 102,680 | (248 | ) | 102,432 | 102,680 | (248 | ) | 102,432 | |||||||||||||||||
Total | $ | 110,322 | $ | (769 | ) | $ | 109,553 | $ | 110,322 | $ | (769 | ) | $ | 109,553 | |||||||||||
Other intangible assets | ' | ||||||||||||||||||||||||
Community purchase options are amortized over their estimated lives and are tested for impairment whenever indicators of impairment arise. No indicators of impairment were present during the three months ended March 31, 2014.  The following is a summary of other intangible assets at March 31, 2014 and December 31, 2013 (dollars in thousands): | |||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Community purchase options | $ | 147,610 | $ | (25,886 | ) | $ | 121,724 | $ | 147,610 | $ | (24,961 | ) | $ | 122,649 | |||||||||||
Health care licenses | 34,499 | — | 34,499 | 33,853 | — | 33,853 | |||||||||||||||||||
Other | 3,331 | (1,351 | ) | 1,980 | 3,331 | (1,076 | ) | 2,255 | |||||||||||||||||
Total | $ | 185,440 | $ | (27,237 | ) | $ | 158,203 | $ | 184,794 | $ | (26,037 | ) | $ | 158,757 |
Property_Plant_and_Equipment_a1
Property, Plant and Equipment and Leasehold Intangibles, Net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract] | ' | ||||||||
Property, plant and equipment and leasehold intangibles, net | ' | ||||||||
Property, plant and equipment and leasehold intangibles, net, which include assets under capital leases, consist of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 302,829 | $ | 302,444 | |||||
Buildings and improvements | 3,534,972 | 3,508,693 | |||||||
Leasehold improvements | 60,963 | 59,948 | |||||||
Furniture and equipment | 646,494 | 623,352 | |||||||
Resident and leasehold operating intangibles | 435,012 | 435,012 | |||||||
Construction in progress | 94,702 | 88,309 | |||||||
Assets under capital and financing leases | 702,459 | 699,973 | |||||||
5,777,431 | 5,717,731 | ||||||||
Accumulated depreciation and amortization | (1,891,040 | ) | (1,822,256 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 3,886,391 | $ | 3,895,475 |
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt [Abstract] | ' | ||||||||
Schedule of debt | ' | ||||||||
Long-term debt, capital leases and financing obligations consist of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Mortgage notes payable due 2016 through 2023; weighted average interest rate of 4.10% for the three months ended March 31, 2014, net of debt premium of $1.2 million (weighted average interest rate of 4.12% in 2013) | $ | 2,028,504 | $ | 2,037,649 | |||||
Capital and financing lease obligations payable through 2026; weighted average interest rate of 8.10% for the three months ended March 31, 2014 (weighted average interest rate of 8.14% in 2013) | 293,027 | 299,824 | |||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $52.2 million and $54.8 million at March 31, 2014 and December 31, 2013, respectively, interest at 2.75% per annum, due June 2018 | 264,094 | 261,443 | |||||||
Construction financing due 2017 through 2027; weighted average interest rate of 6.32% for the three months ended March 31, 2014 (weighted average interest rate of 6.22% in 2013) | 19,470 | 4,476 | |||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.65% for the three months ended March 31, 2014Â Â (weighted average interest rate of 2.65% in 2013), due 2014 | 4,312 | 3,186 | |||||||
Total debt | 2,609,407 | 2,606,578 | |||||||
Less current portion | 65,245 | 201,954 | |||||||
Total long-term debt | $ | 2,544,162 | $ | 2,404,624 | |||||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | ' | ||||||||
Supplemental cash flow information | ' | ||||||||
(dollars in thousands): | Three Months Ended | ||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||
Interest paid | $ | 28,059 | $ | 29,027 | |||||
Income taxes paid | $ | 268 | $ | 341 |
Facility_Operating_Leases_Tabl
Facility Operating Leases (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Facility Operating Leases [Abstract] | ' | ||||||||
Summary of facility operating leases | ' | ||||||||
The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of deferred gains (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Cash basis payment | $ | 71,185 | $ | 69,364 | |||||
Straight-line expense | (223 | ) | 748 | ||||||
Amortization of deferred gain | (1,093 | ) | (1,093 | ) | |||||
Facility lease expense | $ | 69,869 | $ | 69,019 |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Information [Abstract] | ' | ||||||||
Schedule of segment reporting information | ' | ||||||||
The following table sets forth certain segment financial and operating data (dollars in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Revenue(1) | |||||||||
Retirement Centers | $ | 132,349 | $ | 128,922 | |||||
Assisted Living | 277,431 | 260,615 | |||||||
CCRCs - Rental | 97,944 | 100,327 | |||||||
CCRCs - Entry Fee | 79,169 | 74,308 | |||||||
Brookdale Ancillary Services | 63,417 | 60,198 | |||||||
Management Services(2) | 96,965 | 87,896 | |||||||
$ | 747,275 | $ | 712,266 | ||||||
Segment operating income(3) | |||||||||
Retirement Centers | $ | 56,230 | $ | 53,334 | |||||
Assisted Living | 104,992 | 96,285 | |||||||
CCRCs - Rental | 26,830 | 29,077 | |||||||
CCRCs - Entry Fee | 19,635 | 19,571 | |||||||
Brookdale Ancillary Services | 12,753 | 13,100 | |||||||
Management Services | 7,402 | 7,609 | |||||||
227,842 | 218,976 | ||||||||
General and administrative (including non-cash stock-based compensation expense) | 55,509 | 46,611 | |||||||
Facility lease expense | 69,869 | 69,019 | |||||||
Depreciation and amortization | 70,316 | 64,659 | |||||||
Income from operations | $ | 32,148 | $ | 38,687 | |||||
As of | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Total assets | |||||||||
Retirement Centers | $ | 1,223,538 | $ | 1,258,294 | |||||
Assisted Living | 1,544,188 | 1,514,385 | |||||||
CCRCs - Rental | 497,795 | 499,873 | |||||||
CCRCs - Entry Fee | 953,324 | 960,708 | |||||||
Brookdale Ancillary Services | 94,683 | 94,986 | |||||||
Corporate and Management Services | 406,080 | 409,511 | |||||||
Total assets | $ | 4,719,608 | $ | 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)Â Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||||
In Billions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Carrying Value, Fair Value Disclosure [Member] | Carrying Value, Fair Value Disclosure [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Revenue Recognition [Abstract] | ' | ' | ' | ' | ' |
Term of residency agreements- minimum | '30 days | ' | ' | ' | ' |
Term of residency agreements - maximum | '1 year | ' | ' | ' | ' |
Fair Value of Financial Instruments [Line Items] | ' | ' | ' | ' | ' |
Long-term Debt, Fair Value | ' | $2.60 | $2.60 | $2.60 | $2.60 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Net (loss) income | ($2,299,000) | $3,558,000 |
Weighted average shares used in computing basic (loss) earnings per share | 124,478,000 | 122,823,000 |
Effect of dilutive securities - Unvested restricted stock and restricted stock units | 0 | 1,568,000 |
Weighted average shares used in computing diluted (loss) earnings per share | 124,478,000 | 124,391,000 |
Basic (loss) earnings per share | ($0.02) | $0.03 |
Diluted (loss) earnings per share | ($0.02) | $0.03 |
Convertible Debt Conversion Price | $29.32 | $29.32 |
Restricted Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,800,000 | 500,000 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 13,800,000 | 13,800,000 |
Principal | $316,300,000 | $316,300,000 |
Debt Instrument Convertible Maximum Number Of Equity Instrument | 3,000,000 | 3,000,000 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 10,800,000 | 10,800,000 |
Exercise Price of Warrants | $40.25 | $40.25 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (Restricted Stock [Member], USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Grants of Restricted Stock [Line Items] | ' | ' |
Restricted Shares Granted (in shares) | 1,028 | ' |
Total value of restricted shares granted | $27,774 | ' |
Minimum [Member] | ' | ' |
Grants of Restricted Stock [Line Items] | ' | ' |
Percentage of estimated forfeitures (in hundredths) | 0.00% | 0.00% |
Value Per Share (in dollars per share) | $27.01 | ' |
Maximum [Member] | ' | ' |
Grants of Restricted Stock [Line Items] | ' | ' |
Percentage of estimated forfeitures (in hundredths) | 10.00% | 10.00% |
Value Per Share (in dollars per share) | $27.18 | ' |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, Net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | $110,322,000 | ' | $110,322,000 |
Accumulated Impairment and Other Charges | -769,000 | ' | -769,000 |
Net | 109,553,000 | ' | 109,553,000 |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 185,440,000 | ' | 184,794,000 |
Accumulated Amortization | -27,237,000 | ' | -26,037,000 |
Net | 158,203,000 | ' | 158,757,000 |
Amortization expense related to definite-lived intangible assets | 1,200,000 | 1,100,000 | ' |
Community Purchase Options [Member] | ' | ' | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 147,610,000 | ' | 147,610,000 |
Accumulated Amortization | -25,886,000 | ' | -24,961,000 |
Net | 121,724,000 | ' | 122,649,000 |
Health Care Licenses [Member] | ' | ' | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 34,499,000 | ' | 33,853,000 |
Accumulated Amortization | 0 | ' | 0 |
Net | 34,499,000 | ' | 33,853,000 |
Other [Member] | ' | ' | ' |
Schedule of Intangible Assets by Major Class [Line Items] | ' | ' | ' |
Gross Carrying Amount | 3,331,000 | ' | 3,331,000 |
Accumulated Amortization | -1,351,000 | ' | -1,076,000 |
Net | 1,980,000 | ' | 2,255,000 |
Retirement Centers [Member] | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 7,642,000 | ' | 7,642,000 |
Accumulated Impairment and Other Charges | -521,000 | ' | -521,000 |
Net | 7,121,000 | ' | 7,121,000 |
Assisted Living [Member] | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Carrying Amount | 102,680,000 | ' | 102,680,000 |
Accumulated Impairment and Other Charges | -248,000 | ' | -248,000 |
Net | $102,432,000 | ' | $102,432,000 |
Property_Plant_and_Equipment_a2
Property, Plant and Equipment and Leasehold Intangibles, Net (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | $5,777,431 | $5,717,731 |
Accumulated depreciation and amortization | -1,891,040 | -1,822,256 |
Property, plant and equipment and leasehold intangibles, net | 3,886,391 | 3,895,475 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 302,829 | 302,444 |
Buildings and Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 3,534,972 | 3,508,693 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 60,963 | 59,948 |
Furniture and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 646,494 | 623,352 |
Resident and Leasehold Operating Intangibles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 435,012 | 435,012 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | 94,702 | 88,309 |
Assets Under Capital and Financing Leases [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment and leasehold intangibles gross | $702,459 | $699,973 |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-Term Debt, Capital Leases and Financing Obligations [Line Items] | ' | ' |
Debt | $2,609,407 | $2,606,578 |
Less current portion | 65,245 | 201,954 |
Long-term debt | 2,544,162 | 2,404,624 |
Mortgage Notes Payable [Member] | ' | ' |
Long-Term Debt, Capital Leases and Financing Obligations [Line Items] | ' | ' |
Debt | 2,028,504 | 2,037,649 |
Capital Lease Obligations [Member] | ' | ' |
Long-Term Debt, Capital Leases and Financing Obligations [Line Items] | ' | ' |
Debt | 293,027 | 299,824 |
Convertible Debt [Member] | ' | ' |
Long-Term Debt, Capital Leases and Financing Obligations [Line Items] | ' | ' |
Debt | 264,094 | 261,443 |
Construction Financing [Member] | ' | ' |
Long-Term Debt, Capital Leases and Financing Obligations [Line Items] | ' | ' |
Debt | 19,470 | 4,476 |
Notes Payable, Insurance Premiums [Member] | ' | ' |
Long-Term Debt, Capital Leases and Financing Obligations [Line Items] | ' | ' |
Debt | $4,312 | $3,186 |
Debt_Debt_Credit_Facilities_De
Debt, Debt Credit Facilities (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Line of Credit [Member] | ' | ' |
Credit Facilities [Line Items] | ' | ' |
Credit facility borrowing capacity | $250 | $230 |
Maturity date | 31-Mar-18 | ' |
Description of applicable margin calculation based on utilization percentage | 'Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin. The applicable margin varies with the percentage of the total commitment drawn, with a 3.25% margin at 25% or lower utilization, a 3.75% margin at utilization greater than 25% but less than or equal to 50%, and a 4.25% margin at greater than 50% utilization. For purposes of determining the interest rate, in no event will LIBOR be less than 0.5% per annum. The Company is also required to pay a quarterly commitment fee of 0.5% per annum on the unused portion of the facility. | ' |
Quarterly commitment fee | 0.50% | ' |
Line of credit availability | 250 | ' |
Credit facility borrowings outstanding | 25 | ' |
Line of Credit [Member] | Maximum [Member] | ' | ' |
Credit Facilities [Line Items] | ' | ' |
Credit facility borrowing capacity | 350 | ' |
Swingline Line of Credit [Member] | ' | ' |
Credit Facilities [Line Items] | ' | ' |
Credit facility borrowing capacity | 25 | ' |
Secured and Unsecured Letter of Credit Facilities | ' | ' |
Credit Facilities [Line Items] | ' | ' |
Credit facility borrowing capacity | 84.5 | ' |
Credit facility borrowings outstanding | $71.70 | ' |
Debt_Debt_Financings_Details
Debt, Debt Financings (Details) (First Mortgage Loan Issued on August 1, 2013 [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Community | |
First Mortgage Loan Issued on August 1, 2013 [Member] | ' |
Financings [Line Items] | ' |
Principal | $146 |
Number of communities securing mortgage notes | 20 |
Weighted average interest rate | 4.77% |
Maturity date | 31-May-21 |
Repayment of debt | $140 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Interest paid | $28,059 | $29,027 |
Income taxes paid | $268 | $341 |
Facility_Operating_Leases_Deta
Facility Operating Leases (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Schedule of facility operating lease expense [Abstract] | ' | ' |
Cash basis payment | $71,185 | $69,364 |
Straight-line expense | -223 | 748 |
Amortization of deferred gain | -1,093 | -1,093 |
Facility lease expense | $69,869 | $69,019 |
Income_Taxes_Details
Income Taxes (Details) (Internal Revenue Service (IRS) [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Minimum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax years open for future examination | '2010 |
Maximum [Member] | ' |
Income Tax Examination [Line Items] | ' |
Tax years open for future examination | '2012 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | ||
Segment | |||||
Segment Information [Abstract] | ' | ' | ' | ||
Number of reportable segments | 6 | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | $747,275 | $712,266 | ' | ||
Segment operating income | 227,842 | [1] | 218,976 | [1] | ' |
General and administrative (including non-cash stock-based compensation expense) | 55,509 | 46,611 | ' | ||
Facility lease expense | 69,869 | 69,019 | ' | ||
Depreciation and amortization | 70,316 | 64,659 | ' | ||
Income from operations | 32,148 | 38,687 | ' | ||
Total assets | 4,719,608 | ' | 4,737,757 | ||
Retirement Centers [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | 132,349 | [2] | 128,922 | [2] | ' |
Segment operating income | 56,230 | [1] | 53,334 | [1] | ' |
Total assets | 1,223,538 | ' | 1,258,294 | ||
Assisted Living [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | 277,431 | [2] | 260,615 | [2] | ' |
Segment operating income | 104,992 | [1] | 96,285 | [1] | ' |
Total assets | 1,544,188 | ' | 1,514,385 | ||
Brookdale Ancillary Services [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | 63,417 | [2] | 60,198 | [2] | ' |
Segment operating income | 12,753 | [1] | 13,100 | [1] | ' |
Total assets | 94,683 | ' | 94,986 | ||
CCRCs Rental [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | 97,944 | [2] | 100,327 | [2] | ' |
Segment operating income | 26,830 | [1] | 29,077 | [1] | ' |
Total assets | 497,795 | ' | 499,873 | ||
CCRCs Entry Fee [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | 79,169 | [2] | 74,308 | [2] | ' |
Segment operating income | 19,635 | [1] | 19,571 | [1] | ' |
Total assets | 953,324 | ' | 960,708 | ||
Management Services [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Revenue | 96,965 | [3] | 87,896 | [3] | ' |
Segment operating income | 7,402 | [1] | 7,609 | [1] | ' |
Total assets | $406,080 | ' | $409,511 | ||
[1] | Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization). | ||||
[2] | All revenue is earned from external third parties in the United States. | ||||
[3] | Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities. |