Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Mar. 31, 2015 | 4-May-15 | 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 | 184,142,672 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | Q1 | ||
Document Type | 10-Q | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Mar-15 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $115,182 | $104,083 |
Cash and escrow deposits - restricted | 38,377 | 38,862 |
Accounts receivable, net | 162,853 | 149,730 |
Deferred tax asset | 84,199 | 84,199 |
Prepaid expenses and other current assets, net | 152,913 | 237,915 |
Total current assets | 553,524 | 614,789 |
Property, plant and equipment and leasehold intangibles, net | 8,434,413 | 8,389,505 |
Cash and escrow deposits - restricted | 44,572 | 56,376 |
Investment in unconsolidated ventures | 318,232 | 312,925 |
Goodwill | 734,989 | 736,805 |
Other intangible assets, net | 154,677 | 154,773 |
Other assets, net | 250,558 | 256,190 |
Total assets | 10,490,965 | 10,521,363 |
Current liabilities | ||
Current portion of long-term debt | 147,217 | 159,922 |
Current portion of capital and financing lease obligations | 76,770 | 112,343 |
Trade accounts payable | 69,131 | 76,314 |
Accrued expenses | 417,795 | 422,654 |
Refundable entrance fees and deferred revenue | 112,830 | 101,613 |
Tenant security deposits | 4,508 | 4,916 |
Total current liabilities | 828,251 | 877,762 |
Long-term debt, less current portion | 3,434,133 | 3,356,808 |
Capital and financing lease obligations, less current portion | 2,515,363 | 2,536,883 |
Line of credit | 300,000 | 100,000 |
Deferred liabilities | 249,986 | 256,346 |
Deferred tax liability | 165,384 | 243,474 |
Other liabilities | 236,654 | 267,849 |
Total liabilities | 7,729,771 | 7,639,122 |
Stockholders' Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized at March 31, 2015 and December 31, 2014; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 400,000,000 shares authorized at March 31, 2015 and December 31, 2014; 190,612,818 and 189,466,395 shares issued and 188,184,417 and 187,037,994 shares outstanding (including 4,041,745 and 3,552,143 unvested restricted shares), respectively | 1,882 | 1,870 |
Additional paid-in-capital | 4,044,305 | 4,034,655 |
Treasury stock, at cost; 2,428,401 shares at March 31, 2015 and December 31, 2014 | -46,800 | -46,800 |
Accumulated deficit | -1,238,452 | -1,108,001 |
Total Brookdale Senior Living Inc. stockholders' equity | 2,760,935 | 2,882,241 |
Noncontrolling Interest | 259 | 517 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,761,194 | 2,882,241 |
Total liabilities equity | $10,490,965 | $10,521,363 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 190,612,818 | 189,466,395 |
Common stock, shares outstanding (in shares) | 188,184,417 | 187,037,994 |
Treasury stock, shares (in shares) | 2,428,401 | 2,428,401 |
Unvested Restricted Stock [Member] | ||
Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares outstanding (in shares) | 4,041,745 | 3,552,143 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue | ||
Resident fees | $1,052,232 | $650,310 |
Management fees | 15,097 | 7,402 |
Reimbursed costs incurred on behalf of managed communities | 180,552 | 89,563 |
Total revenue | 1,247,881 | 747,275 |
Expense | ||
Facility operating expense (excluding depreciation and amortization of $208,823 and $62,695 respectively) | 702,215 | 429,870 |
General and administrative expense (including non-cash stock-based compensation expense of $8,873 and $7,572 respectively) | 84,204 | 44,665 |
Transaction costs | 6,742 | 10,844 |
Facility lease expense | 94,471 | 69,869 |
Depreciation and amortization | 220,427 | 70,316 |
Loss on facility lease termination | 76,143 | 0 |
Costs incurred on behalf of managed communities | 180,552 | 89,563 |
Total operating expense | 1,364,754 | 715,127 |
Income from operations | -116,873 | 32,148 |
Interest income | 427 | 321 |
Interest expense: | ||
Debt | -42,348 | -23,844 |
Capital and financing lease obligations | -53,203 | -6,154 |
Amortization of deferred financing costs and debt premium (discount) | -381 | -4,018 |
Change in fair value of derivatives | -550 | -847 |
Debt modification and extinguishment costs | -44 | 0 |
Equity in earnings of unconsolidated ventures | 1,484 | 636 |
Other non-operating income | 2,491 | 465 |
Loss before income taxes | -208,997 | -1,293 |
Benefit (provision) for income taxes | 78,288 | -1,006 |
Net loss | -130,709 | -2,299 |
Net loss attributable to noncontrolling interest | 258 | 0 |
Net loss attributable to Brookdale Senior Living Inc. common stockholders | ($130,451) | ($2,299) |
Basic and diluted net loss per share attributable to Brookdale Senior Living Inc. common shareholders | ($0.71) | ($0.02) |
Weighted average shares used in computing basic and diluted net loss per share | 183,678 | 124,478 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) [Abstract] | ||
Depreciation and amortization | $208,823 | $62,695 |
Non-cash stock-based compensation expense | $8,873 | $7,572 |
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] | Stockholders' Equity [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | |||||||
Balances at beginning of period at Dec. 31, 2014 | $2,882,241 | $1,870 | $4,034,655 | ($46,800) | ($1,108,001) | $2,881,724 | $517 |
Balances at beginning of period - shares (in share) at Dec. 31, 2014 | 187,037,994 | 187,038,000 | |||||
Compensation expense related to restricted stock grants | 8,873 | 0 | 8,873 | 0 | 0 | 8,873 | 0 |
Net loss | -130,709 | 0 | 0 | 0 | -130,451 | -130,451 | -258 |
Issuance of common stock under Associate Stock Purchase Plan | 716 | 0 | 716 | 0 | 0 | 716 | 0 |
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares) | 20,000 | ||||||
Restricted stock, net | 0 | 12 | -12 | 0 | 0 | 0 | 0 |
Restricted stock, net - shares (in shares) | 1,126,000 | ||||||
Other | 73 | 0 | 73 | 0 | 0 | 73 | 0 |
Balances at end of period at Mar. 31, 2015 | $2,761,194 | $1,882 | $4,044,305 | ($46,800) | ($1,238,452) | $2,760,935 | $259 |
Balances at end of period - shares (in shares) at Mar. 31, 2015 | 188,184,417 | 188,184,000 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities | ||
Net loss | ($130,709) | ($2,299) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Debt modification and extinguishment costs | 44 | 0 |
Depreciation and amortization | 220,808 | 74,334 |
Equity in earnings of unconsolidated ventures | -1,484 | -636 |
Distributions from unconsolidated ventures from cumulative share of net earnings | 500 | 245 |
Amortization of deferred gain | -1,093 | -1,093 |
Amortization of entrance fees | -767 | -7,202 |
Proceeds from deferred entrance fee revenue | 2,455 | 9,035 |
Deferred income tax (benefit) provision | -79,237 | 598 |
Change in deferred lease liability | 2,801 | -223 |
Change in fair value of derivatives | 550 | 847 |
Loss on sale of assets | 0 | 76 |
Non-cash stock-based compensation | 8,873 | 7,572 |
Non-cash interest expense on financing leases | 5,700 | 0 |
Amortization of (above) below market rents, net | -1,959 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | -13,140 | -2,499 |
Prepaid expenses and other assets, net | 24,504 | -5,816 |
Accounts payable and accrued expenses | -38,773 | -27,561 |
Tenant refundable fees and security deposits | -510 | -615 |
Deferred revenue | 11,494 | 7,933 |
Net cash provided by operating activities | 10,057 | 52,696 |
Cash Flows from Investing Activities | ||
Decrease in lease security deposits and lease acquisition deposits, net | 13,037 | 7 |
Decrease in cash and escrow deposits - restricted | 12,289 | 6,627 |
Additions to property, plant and equipment and leasehold intangibles, net | -79,129 | -59,717 |
Acquisition of assets, net of related payables and cash received | -174,305 | -515 |
Payments on notes receivable, net | 740 | 76 |
Investment in unconsolidated ventures | -3,923 | 0 |
Net cash used in investing activities | -231,291 | -53,522 |
Cash Flows from Financing Activities | ||
Proceeds from debt | 85,365 | 20,516 |
Repayment of debt and capital and financing lease obligations | -47,555 | -22,401 |
Proceeds from line of credit | 445,000 | 70,000 |
Repayment of line of credit | -245,000 | -75,000 |
Payment of financing costs, net of related payables | -1,481 | -2,905 |
Refundable entrance fees: | ||
Proceeds from refundable entrance fees | 36 | 5,924 |
Refunds of entrance fees | -829 | -8,446 |
Cash portion of loss on extinguishment of debt | -44 | 0 |
Payment on lease termination | -3,875 | 0 |
Other | 716 | 328 |
Net cash provided by (used in) financing activities | 232,333 | -11,984 |
Net increase (decrease) in cash and cash equivalents | 11,099 | -12,810 |
Cash and cash equivalents at beginning of period | 104,083 | 58,511 |
Cash and cash equivalents at end of period | $115,182 | $45,701 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Description of Business [Abstract] | |
Description of Business | 1.  Description of Business |
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 | 3 Months Ended |
Mar. 31, 2015 | |
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 ("SEC") 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, 2015, 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, 2014 filed with the SEC on February 25, 2015. | |
The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. | |
Principles of Consolidation | |
The condensed 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 13 for more information about the Company's VIE relationships. | |
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. | |
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 | |
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 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 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 $3.6 billion as of March 31, 2015 and $3.5 billion as of December 31, 2014. The Company had capital and financing lease obligations with a carrying value of $2.6 billion as of March 31, 2015 and December 31, 2014. Fair value of the debt and capital and financing lease obligations approximates carrying value in all periods. The Company's fair value of debt and capital and financing lease obligations disclosure is classified within Level 2 of the valuation hierarchy. | |
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. | |
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. | |
New Accounting Pronouncements | |
In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires entities to present debt issuance costs as a direct adjustment to the carrying value of the debt instead of as an asset. This presentation is consistent with the current accounting for debt discounts and premiums. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company will adopt ASU 2015-03 on January 1, 2016, and it is not expected to have a material impact on the Company's condensed consolidated financial statements and disclosures. | |
In January 2015, the FASB issued 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 adopted ASU 2015-01 on January 1, 2015, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures for the three months ended March 31, 2015. | |
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 condensed 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 condensed consolidated financial statements and disclosures. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2015 | |
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 the three months ended March 31, 2015 and 2014, 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 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 calculations of diluted net loss per share were 4.0 million and 3.8 million for the three months ended March 31, 2015 and 2014, 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 March 31, 2015 and 2014, 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 March 31, 2015 and 2014, 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. |
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisitions [Abstract] | |||||
Acquisitions and Dispositions | 4.  Acquisitions | ||||
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 lesser 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. | |||||
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. | |||||
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.  | |||||
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 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 25, 2015. The changes to the Company's valuation assumptions were based on more accurate information becoming available concerning the subject assets and liabilities. The purchase price allocation adjustments were related to pre-acquisition self-insurance reserves and the related deferred tax impact, resulting in a $1.8 million net decrease to the goodwill allocated to the Assisted Living segment during the three months ended March 31, 2015. None of these changes had a material impact on the Company's condensed 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 Company will continue to monitor this preliminary purchase price allocation during the measurement period, as allowed for under ASC 805, Business Combinations. | |||||
The following table provides the pro forma consolidated operational data as if the Company had acquired Emeritus on January 1, 2013 (in millions, except share and per share data): | |||||
Three Months Ended March 31, | |||||
2014 | |||||
Total revenue | $ | 1,269 | |||
Net loss attributable to Brookdale Senior Living Inc. common stockholders | (15 | ) | |||
Basic and diluted net loss per share attributable to Brookdale Senior Living Inc. common stockholders | $ | (0.09 | ) | ||
Weighted average shares used in computing basic and diluted net loss per share (in thousands) | 172,062 | ||||
The Company incurred $10.4 million of transaction costs related to the acquisition of Emeritus for the three months ended March 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 three months ended March 31, 2014 excludes $10.4 million of transaction costs that were directly attributable to the Merger. On August 29, 2014, the Company and HCP, Inc. ("HCP") entered into two ventures and amended the terms of certain existing agreements between the Company and HCP as reported in "Note 4 – Acquisitions and Other Significant Transactions" in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 25, 2015. The pro forma consolidated operational data reflects the Company's full ownership interests and previously existing lease terms. | |||||
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 period 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. | |||||
Community Acquisitions | |||||
On December 29, 2014, the Company exercised its purchase option under an amended and restated master lease with HCP, as amended. As a result, the Company agreed to purchase the fee simple interest of nine communities previously leased to the Company 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. The results of operations of these communities are reported in the Assisted Living and CCRCs - Rental segments within the condensed consolidated financial statements for the three months ended March 31, 2015. On May 1, 2015, the Company acquired the ninth community and paid the remainder of the purchase price of $8.6 million of cash. | |||||
In February 2015, the Company acquired the underlying real estate associated with 15 communities that were previously leased for an aggregate purchase price of $268.6 million. The results of operations of these communities are reported in the Retirement Centers, Assisted Living, and CCRCs – Rental segments within the condensed consolidated financial statements for the three months ended March 31, 2015. 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%. The fair value of the communities acquired was determined to approximate $187.2 million. The Company recorded the difference between the amount paid and the estimated fair value of the communities acquired ($76.1 million) as a loss on facility lease termination on the condensed consolidated statement of operations for the three months ended March 31, 2015 and reversed $5.3 million of deferred lease liabilities associated with the termination of the operating lease agreements. The payment for the termination of the lease agreements has been included within net cash provided by operating activities within the condensed consolidated statement of cash flows for the three months ended March 31, 2015. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||
Stock-Based Compensation | 5.  Stock-Based Compensation | ||||||||||||
The Company's compensation expense recorded in connection with grants of restricted stock 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. | |||||||||||||
Current year grants of restricted shares under the Company's 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, 2015 | 1,335 | $ | 34.57 - 34.89 | $ | 46,142 |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets, Net | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net [Abstract] | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets, Net | 6.  Goodwill and Other Intangible Assets, Net | ||||||||||||||||||||||||
The following is a summary of the carrying amount of goodwill for the three months ended March 31, 2015 and the year ended December 31, 2014 presented on an operating segment basis (dollars in thousands): | |||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Impairment | Carrying | Impairment | ||||||||||||||||||||||
Amount | and Other | Amount | and Other | ||||||||||||||||||||||
Charges | Charges | ||||||||||||||||||||||||
Retirement Centers | $ | 28,141 | $ | (521 | ) | $ | 27,620 | $ | 28,141 | $ | (521 | ) | $ | 27,620 | |||||||||||
Assisted Living | 580,807 | (248 | ) | 580,559 | 582,623 | (248 | ) | 582,375 | |||||||||||||||||
Brookdale Ancillary Services | 126,810 | — | 126,810 | 126,810 | — | 126,810 | |||||||||||||||||||
Total | $ | 735,758 | $ | (769 | ) | $ | 734,989 | $ | 737,574 | $ | (769 | ) | $ | 736,805 | |||||||||||
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, 2015. | |||||||||||||||||||||||||
As identified in Note 4, the purchase price allocation for the acquisition of Emeritus was adjusted during the three months ended March 31, 2015, which resulted in a $1.8 million decrease to the goodwill allocated to the Assisted Living segment. The purchase price allocation for the acquisition of Emeritus 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 March 31, 2015 and December 31, 2014 (dollars in thousands): | |||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Community purchase options | $ | 55,738 | $ | — | $ | 55,738 | $ | 55,738 | $ | — | $ | 55,738 | |||||||||||||
Health care licenses | 67,508 | — | 67,508 | 64,538 | — | 64,538 | |||||||||||||||||||
Trade names | 27,800 | (6,686 | ) | 21,114 | 27,800 | (4,179 | ) | 23,621 | |||||||||||||||||
Other | 13,531 | (3,214 | ) | 10,317 | 13,531 | (2,655 | ) | 10,876 | |||||||||||||||||
Total | $ | 164,577 | $ | (9,900 | ) | $ | 154,677 | $ | 161,607 | $ | (6,834 | ) | $ | 154,773 | |||||||||||
Amortization expense related to definite-lived intangible assets for the three months ended March 31, 2015 and 2014 was $3.1 million and $1.2 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. The community 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. |
Property_Plant_and_Equipment_a
Property, Plant and Equipment and Leasehold Intangibles, Net | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract] | |||||||||
Property, Plant and Equipment and Leasehold Intangibles, Net | 7.  Property, Plant and Equipment and Leasehold Intangibles, Net | ||||||||
Property, plant and equipment and leasehold intangibles, net, which include assets under capital and financing leases, consisted of the following (dollars in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 510,749 | $ | 475,485 | |||||
Buildings and improvements | 5,227,145 | 5,017,991 | |||||||
Leasehold improvements | 56,603 | 56,515 | |||||||
Furniture and equipment | 777,039 | 735,837 | |||||||
Resident and leasehold operating intangibles | 852,617 | 852,746 | |||||||
Construction in progress | 108,990 | 99,408 | |||||||
Assets under capital and financing leases | 3,024,902 | 3,057,516 | |||||||
10,558,045 | 10,295,498 | ||||||||
Accumulated depreciation and amortization | (2,123,632 | ) | (1,905,993 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 8,434,413 | $ | 8,389,505 | |||||
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, 2015. |
Debt
Debt | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Mortgage notes payable due 2016 through 2047; weighted average interest rate of 4.82% | $ | 3,140,091 | $ | 3,105,410 | |||||
 for the three months ended March 31, 2015, including debt premium of $55.7 million and $59.6 million at March 31, 2015 and December 31, 2014, respectively (weighted average interest rate of 4.84% in 2014) | |||||||||
Capital and financing lease obligations payable through 2030; weighted average interest rate of 8.25% for the three months ended March 31, 2015 (weighted average interest rate of 8.57% in 2014) | 2,592,133 | 2,649,226 | |||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $41.1 million and $43.9 million at March 31, 2015 and December 31, 2014, respectively, interest at 2.75% per annum, due June 2018 | 275,198 | 272,345 | |||||||
Construction financing due 2017 through 2019; weighted average interest rate of 5.04% for the three months ended March 31, 2015 (weighted average interest rate of 4.90% in 2014) | 65,588 | 50,118 | |||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.82% for the three months ended March 31, 2015Â Â (weighted average interest rate of 2.82% in 2014), due 2015 | 16,124 | 22,586 | |||||||
Other notes payable, weighted average interest rate of 5.52% for the three months ended March 31, 2015 (weighted average interest rate of 4.75% in 2014) and maturity dates ranging from 2015 to 2020 | 84,349 | 66,271 | |||||||
Total | 6,173,483 | 6,165,956 | |||||||
Less current portion of long-term debt and capital and financing lease obligations | 223,987 | 272,265 | |||||||
Total long-term debt and capital and financing lease obligations | $ | 5,949,496 | $ | 5,893,691 | |||||
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 credit facility will continue to be secured by first priority mortgages on certain of the Company's communities. In addition, the amended agreement permits the Company to pledge the equity interests in subsidiaries that own other communities (rather than mortgaging such communities), provided that loan availability from pledged assets cannot exceed 10% of loan availability from mortgaged assets. 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 March 31, 2015, the outstanding balance under this credit facility was $300.0 million. The Company also had secured and unsecured letter of credit facilities of up to $109.3 million in the aggregate as of March 31, 2015. Letters of credit totaling $83.9 million had been issued under these facilities as of that date. | |||||||||
Financings | |||||||||
On March 31, 2015, the Company obtained a $63.0 million loan, secured by first mortgages on six communities. The loan bears interest at a variable rate equal to 90-day LIBOR plus a margin of 325 basis points and matures on April 1, 2020. | |||||||||
As of March 31, 2015, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2015 | |
Litigation [Abstract] | |
Litigation | 9.  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 agreed to use their collective best efforts to obtain final approval of the settlement and the dismissal of the Washington Action with prejudice. Following the provision of notice of the settlement to Emeritus' shareholders, on May 1, 2015, the court approved the settlement and dismissed the Washington Action with prejudice. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | |||||||||
Supplemental Disclosure of Cash Flow Information | 10.  Supplemental Disclosure of Cash Flow Information | ||||||||
(dollars in thousands): | Three Months Ended | ||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||
Interest paid | $ | 86,732 | $ | 28,059 | |||||
Income taxes paid | $ | 41 | $ | 268 | |||||
   Acquisition of assets, net of related payables and cash received: | |||||||||
Prepaid expenses and other assets | $ | (47,225 | ) | — | |||||
Property, plant and equipment and leasehold intangibles, net | 184,964 | — | |||||||
Other intangible assets, net | 2,970 | 515 | |||||||
Capital and financing lease obligations | 53,596 | — | |||||||
Long-term debt | (20,000 | ) | — | ||||||
Net cash paid | $ | 174,305 | $ | 515 |
Facility_Operating_Leases
Facility Operating Leases | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Facility Operating Leases [Abstract] | |||||||||
Facility Operating Leases | 11.  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, | |||||||||
2015 | 2014 | ||||||||
Cash basis payment | $ | 94,722 | $ | 71,185 | |||||
Straight-line expense | 2,801 | (223 | ) | ||||||
Amortization of (above) below market rent, net | (1,959 | ) | — | ||||||
Amortization of deferred gain | (1,093 | ) | (1,093 | ) | |||||
Facility lease expense | $ | 94,471 | $ | 69,869 |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 12.  Income Taxes |
The difference in the Company's effective tax rates for the three months ended March 31, 2015 and 2014 was primarily due to changes in the Company's financial results under generally accepted accounting principles and the reversal of the majority of the Company's valuation allowance, which occurred during the three months ended September 30, 2014. The Company recorded an aggregate deferred federal, state and local tax benefit of $79.2 million as a result of the operating loss for the three months ended March 31, 2015. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of March 31, 2015 and December 31, 2014 is $9.2 million. | |
The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three months ended March 31, 2015 which are included in income tax expense (benefit) for the period.  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. |
Variable_Interest_Entities
Variable Interest Entities | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Variable Interest Entities [Abstract] | ||||||||||
Variable Interest Entities and Investment in Unconsolidated Ventures | 13.  Variable Interest Entities | |||||||||
At March 31, 2015, 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 a venture that owns and operates entry fee CCRCs (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, mortgage debt, 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). | ||||||||||
The Company holds a 20% equity interest, and HCP owns an 80% equity interest, in each of the propco and opco of a venture ("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). | ||||||||||
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 March 31, 2015 (in millions): | ||||||||||
VIE Type | Asset Type | Maximum Exposure to Loss | Carrying Amount | |||||||
CCRC Venture opco | Investment in unconsolidated ventures | $ | 190.6 | $ | 190.6 | |||||
HCP 49 Venture opco and propco | Investment in unconsolidated ventures | $ | 70.9 | $ | 70.9 | |||||
As of March 31, 2015, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Segment Information [Abstract] | |||||||||
Segment Information | 14.  Segment Information | ||||||||
As of March 31, 2015, 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 three month period March 31, 2014 and the CCRCs - Rental segment for the three month period ended March 31, 2015, 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. | |||||||||
Subsequent to March 31, 2014, one community was moved from the Retirement Centers segment to the CCRCs - Rental segment to more accurately reflect the underlying product offering of the community. The movement did not change our reportable segments, but it did impact the revenues and expenses reported within the Retirement Centers and CCRCs - Rental segments. Revenue and expenses for the three months ended March 31, 2014 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 March 31, 2015, 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. 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. | |||||||||
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 certain segment financial and operating data (dollars in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | |||||||||
Retirement Centers(1) | $ | 163,486 | $ | 132,349 | |||||
Assisted Living(1) | 617,344 | 277,431 | |||||||
CCRCs - Rental(1) | 155,991 | 97,944 | |||||||
CCRCs - Entry Fee(1) | — | 79,169 | |||||||
Brookdale Ancillary Services(1) | 115,411 | 63,417 | |||||||
Management Services(2) | 195,649 | 96,965 | |||||||
$ | 1,247,881 | $ | 747,275 | ||||||
Segment Operating Income(3) | |||||||||
Retirement Centers | $ | 69,409 | $ | 56,230 | |||||
Assisted Living | 219,983 | 104,992 | |||||||
CCRCs - Rental | 37,883 | 26,830 | |||||||
CCRCs - Entry Fee | — | 19,635 | |||||||
Brookdale Ancillary Services | 22,742 | 12,753 | |||||||
Management Services | 15,097 | 7,402 | |||||||
365,114 | 227,842 | ||||||||
General and administrative (including non-cash stock-based compensation expense) | 84,204 | 44,665 | |||||||
Transaction costs | 6,742 | 10,844 | |||||||
Facility lease expense | 94,471 | 69,869 | |||||||
Depreciation and amortization | 220,427 | 70,316 | |||||||
Loss on facility lease termination | 76,143 | — | |||||||
(Loss) income from operations | $ | (116,873 | ) | $ | 32,148 | ||||
As of | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Total assets | |||||||||
Retirement Centers | $ | 1,601,789 | $ | 1,603,704 | |||||
Assisted Living | 6,538,732 | 6,513,376 | |||||||
CCRCs - Rental | 1,100,344 | 1,065,116 | |||||||
Brookdale Ancillary Services | 247,340 | 224,229 | |||||||
Corporate and Management Services | 1,002,760 | 1,114,938 | |||||||
Total assets | $ | 10,490,965 | $ | 10,521,363 | |||||
-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). |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15.       Subsequent Events |
On March 17, 2015, the Company entered into a definitive agreement to acquire a 10% ownership interest in a newly formed RIDEA venture with HCP. The Company and HCP have entered into a definitive agreement for the venture to acquire 35 senior housing communities for $849 million. The Company has operated these communities under a management agreement since 2011 and will continue to manage the communities post-closing under a long-term management agreement. The closing of this acquisition, expected in 2015, is subject to regulatory approvals and other customary closing conditions. There can be no assurance that the acquisition will close or, if it does, when the closing will occur. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 ("SEC") 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, 2015, 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, 2014 filed with the SEC on February 25, 2015. | |
The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. | |
Principles of Consolidation | Principles of Consolidation |
The condensed 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 13 for more information about the Company's VIE relationships. | |
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. | |
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 |
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 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 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 $3.6 billion as of March 31, 2015 and $3.5 billion as of December 31, 2014. The Company had capital and financing lease obligations with a carrying value of $2.6 billion as of March 31, 2015 and December 31, 2014. Fair value of the debt and capital and financing lease obligations approximates carrying value in all periods. The Company's fair value of debt and capital and financing lease obligations disclosure is classified within Level 2 of the valuation hierarchy. | |
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. | |
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. | |
New Accounting Pronouncements | New Accounting Pronouncements |
In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires entities to present debt issuance costs as a direct adjustment to the carrying value of the debt instead of as an asset. This presentation is consistent with the current accounting for debt discounts and premiums. ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and early adoption is permitted. The Company will adopt ASU 2015-03 on January 1, 2016, and it is not expected to have a material impact on the Company's condensed consolidated financial statements and disclosures. | |
In January 2015, the FASB issued 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 adopted ASU 2015-01 on January 1, 2015, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures for the three months ended March 31, 2015. | |
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 condensed 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 condensed consolidated financial statements and disclosures. |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisitions [Abstract] | |||||
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 (in millions, except share and per share data): | ||||
Three Months Ended March 31, | |||||
2014 | |||||
Total revenue | $ | 1,269 | |||
Net loss attributable to Brookdale Senior Living Inc. common stockholders | (15 | ) | |||
Basic and diluted net loss per share attributable to Brookdale Senior Living Inc. common stockholders | $ | (0.09 | ) | ||
Weighted average shares used in computing basic and diluted net loss per share (in thousands) | 172,062 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||
Current year grants of restricted shares | Current year grants of restricted shares under the Company's 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, 2015 | 1,335 | $ | 34.57 - 34.89 | $ | 46,142 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
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, 2015 and the year ended December 31, 2014 presented on an operating segment basis (dollars in thousands): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Impairment | Carrying | Impairment | ||||||||||||||||||||||
Amount | and Other | Amount | and Other | ||||||||||||||||||||||
Charges | Charges | ||||||||||||||||||||||||
Retirement Centers | $ | 28,141 | $ | (521 | ) | $ | 27,620 | $ | 28,141 | $ | (521 | ) | $ | 27,620 | |||||||||||
Assisted Living | 580,807 | (248 | ) | 580,559 | 582,623 | (248 | ) | 582,375 | |||||||||||||||||
Brookdale Ancillary Services | 126,810 | — | 126,810 | 126,810 | — | 126,810 | |||||||||||||||||||
Total | $ | 735,758 | $ | (769 | ) | $ | 734,989 | $ | 737,574 | $ | (769 | ) | $ | 736,805 | |||||||||||
Other intangible assets | The following is a summary of other intangible assets at March 31, 2015 and December 31, 2014 (dollars in thousands): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | ||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||
Community purchase options | $ | 55,738 | $ | — | $ | 55,738 | $ | 55,738 | $ | — | $ | 55,738 | |||||||||||||
Health care licenses | 67,508 | — | 67,508 | 64,538 | — | 64,538 | |||||||||||||||||||
Trade names | 27,800 | (6,686 | ) | 21,114 | 27,800 | (4,179 | ) | 23,621 | |||||||||||||||||
Other | 13,531 | (3,214 | ) | 10,317 | 13,531 | (2,655 | ) | 10,876 | |||||||||||||||||
Total | $ | 164,577 | $ | (9,900 | ) | $ | 154,677 | $ | 161,607 | $ | (6,834 | ) | $ | 154,773 |
Property_Plant_and_Equipment_a1
Property, Plant and Equipment and Leasehold Intangibles, Net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 and financing leases, consisted of the following (dollars in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 510,749 | $ | 475,485 | |||||
Buildings and improvements | 5,227,145 | 5,017,991 | |||||||
Leasehold improvements | 56,603 | 56,515 | |||||||
Furniture and equipment | 777,039 | 735,837 | |||||||
Resident and leasehold operating intangibles | 852,617 | 852,746 | |||||||
Construction in progress | 108,990 | 99,408 | |||||||
Assets under capital and financing leases | 3,024,902 | 3,057,516 | |||||||
10,558,045 | 10,295,498 | ||||||||
Accumulated depreciation and amortization | (2,123,632 | ) | (1,905,993 | ) | |||||
Property, plant and equipment and leasehold intangibles, net | $ | 8,434,413 | $ | 8,389,505 |
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt [Abstract] | |||||||||
Schedule of debt | Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Mortgage notes payable due 2016 through 2047; weighted average interest rate of 4.82% | $ | 3,140,091 | $ | 3,105,410 | |||||
 for the three months ended March 31, 2015, including debt premium of $55.7 million and $59.6 million at March 31, 2015 and December 31, 2014, respectively (weighted average interest rate of 4.84% in 2014) | |||||||||
Capital and financing lease obligations payable through 2030; weighted average interest rate of 8.25% for the three months ended March 31, 2015 (weighted average interest rate of 8.57% in 2014) | 2,592,133 | 2,649,226 | |||||||
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount of $41.1 million and $43.9 million at March 31, 2015 and December 31, 2014, respectively, interest at 2.75% per annum, due June 2018 | 275,198 | 272,345 | |||||||
Construction financing due 2017 through 2019; weighted average interest rate of 5.04% for the three months ended March 31, 2015 (weighted average interest rate of 4.90% in 2014) | 65,588 | 50,118 | |||||||
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.82% for the three months ended March 31, 2015Â Â (weighted average interest rate of 2.82% in 2014), due 2015 | 16,124 | 22,586 | |||||||
Other notes payable, weighted average interest rate of 5.52% for the three months ended March 31, 2015 (weighted average interest rate of 4.75% in 2014) and maturity dates ranging from 2015 to 2020 | 84,349 | 66,271 | |||||||
Total | 6,173,483 | 6,165,956 | |||||||
Less current portion of long-term debt and capital and financing lease obligations | 223,987 | 272,265 | |||||||
Total long-term debt and capital and financing lease obligations | $ | 5,949,496 | $ | 5,893,691 | |||||
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Supplemental Disclosure of Cash Flow Information [Abstract] | |||||||||
Supplemental cash flow information | (dollars in thousands): | Three Months Ended | |||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||
Interest paid | $ | 86,732 | $ | 28,059 | |||||
Income taxes paid | $ | 41 | $ | 268 | |||||
   Acquisition of assets, net of related payables and cash received: | |||||||||
Prepaid expenses and other assets | $ | (47,225 | ) | — | |||||
Property, plant and equipment and leasehold intangibles, net | 184,964 | — | |||||||
Other intangible assets, net | 2,970 | 515 | |||||||
Capital and financing lease obligations | 53,596 | — | |||||||
Long-term debt | (20,000 | ) | — | ||||||
Net cash paid | $ | 174,305 | $ | 515 |
Facility_Operating_Leases_Tabl
Facility Operating Leases (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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, | |||||||||
2015 | 2014 | ||||||||
Cash basis payment | $ | 94,722 | $ | 71,185 | |||||
Straight-line expense | 2,801 | (223 | ) | ||||||
Amortization of (above) below market rent, net | (1,959 | ) | — | ||||||
Amortization of deferred gain | (1,093 | ) | (1,093 | ) | |||||
Facility lease expense | $ | 94,471 | $ | 69,869 |
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Variable Interest Entities [Abstract] | ||||||||||
Schedule of Variable Interest Entities [Table Text Block] | 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 March 31, 2015 (in millions): | |||||||||
VIE Type | Asset Type | Maximum Exposure to Loss | Carrying Amount | |||||||
CCRC Venture opco | Investment in unconsolidated ventures | $ | 190.6 | $ | 190.6 | |||||
HCP 49 Venture opco and propco | Investment in unconsolidated ventures | $ | 70.9 | $ | 70.9 | |||||
As of March 31, 2015, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs. |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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, | |||||||||
2015 | 2014 | ||||||||
Revenue | |||||||||
Retirement Centers(1) | $ | 163,486 | $ | 132,349 | |||||
Assisted Living(1) | 617,344 | 277,431 | |||||||
CCRCs - Rental(1) | 155,991 | 97,944 | |||||||
CCRCs - Entry Fee(1) | — | 79,169 | |||||||
Brookdale Ancillary Services(1) | 115,411 | 63,417 | |||||||
Management Services(2) | 195,649 | 96,965 | |||||||
$ | 1,247,881 | $ | 747,275 | ||||||
Segment Operating Income(3) | |||||||||
Retirement Centers | $ | 69,409 | $ | 56,230 | |||||
Assisted Living | 219,983 | 104,992 | |||||||
CCRCs - Rental | 37,883 | 26,830 | |||||||
CCRCs - Entry Fee | — | 19,635 | |||||||
Brookdale Ancillary Services | 22,742 | 12,753 | |||||||
Management Services | 15,097 | 7,402 | |||||||
365,114 | 227,842 | ||||||||
General and administrative (including non-cash stock-based compensation expense) | 84,204 | 44,665 | |||||||
Transaction costs | 6,742 | 10,844 | |||||||
Facility lease expense | 94,471 | 69,869 | |||||||
Depreciation and amortization | 220,427 | 70,316 | |||||||
Loss on facility lease termination | 76,143 | — | |||||||
(Loss) income from operations | $ | (116,873 | ) | $ | 32,148 | ||||
As of | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Total assets | |||||||||
Retirement Centers | $ | 1,601,789 | $ | 1,603,704 | |||||
Assisted Living | 6,538,732 | 6,513,376 | |||||||
CCRCs - Rental | 1,100,344 | 1,065,116 | |||||||
Brookdale Ancillary Services | 247,340 | 224,229 | |||||||
Corporate and Management Services | 1,002,760 | 1,114,938 | |||||||
Total assets | $ | 10,490,965 | $ | 10,521,363 | |||||
-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, 2015 | Dec. 31, 2014 |
Revenue Recognition [Abstract] | ||
Term of residency agreements- minimum | 30 days | |
Term of residency agreements - maximum | 1 year | |
Carrying Value, Fair Value Disclosure [Member] | ||
Fair value of financial instruments [Abstract] | ||
Debt | 3.6 | $3.50 |
Capital and financing obligations | 2.6 | 2.6 |
Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Fair value of financial instruments [Abstract] | ||
Debt | 3.6 | 3.5 |
Capital and financing obligations | 2.6 | $2.60 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 4 | 3.8 |
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 | 13.8 |
Debt Instrument Convertible Maximum Number Of Equity Instrument | 3 | |
Principal | 316.3 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 10.8 | 10.8 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Feb. 28, 2015 | 1-May-15 | Jul. 31, 2014 | |
Community | Community | Community | Community | |||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Loss on facility lease termination | $76,143,000 | $0 | ||||
Goodwill, Purchase Accounting Adjustments | 1,800,000 | |||||
Pro-forma consolidated operational data [Abstract] | ||||||
Total revenue | 1,269,000,000 | |||||
Net loss attributable to common shares | -15,000,000 | |||||
Basic and diluted net loss per share attributable to common shares | ($0.09) | |||||
Weighted average shares used in computing basic and diluted net loss per share (in shares) | 172,062,000 | |||||
Transaction costs | 6,742,000 | 10,844,000 | ||||
January 1, 2015 purchase of communities under HCP Purchase Option [Member] | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Number of communities purchased or sold | 8 | |||||
Aggregate purchase price | 51,400,000 | |||||
Communities agreed to purchase under HCP Master Lease Purchase Option [Member] | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Number of communities purchased or sold | 9 | |||||
Aggregate purchase price | 60,000,000 | |||||
February 2015 acquisition of 15 communities [Member] | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Number of communities purchased or sold | 15 | |||||
Aggregate purchase price | 268,600,000 | |||||
Loss on facility lease termination | 76,100,000 | |||||
Reversal of deferred lease liability | 5,300,000 | |||||
Fair Value of Assets Acquired | 187,200,000 | |||||
SellerFinanced Debt [Member] | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Principal | 20,000,000 | |||||
LoanTerm | 5 years | |||||
Seller financing fixed rate | 8.00% | |||||
May 1, 2015 purchase of community under HCP Purchase Option [Member] | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Number of communities purchased or sold | 1 | |||||
Aggregate purchase price | 8,600,000 | |||||
Emeritus [Member] | ||||||
Schedule of Acquisitions and Disposals [Line Items] | ||||||
Number of communities operated | 493 | |||||
Number of communities operated under long-term leases | 311 | |||||
Number of communities owned by the entity | 182 | |||||
Stock Issued During Period, Shares, Acquisitions | 47,600,000 | |||||
Amount of mortgage indebtedness assumed | 1,400,000,000 | |||||
Goodwill, Purchase Accounting Adjustments | 1,800,000 | |||||
Aggregate acquisition-date fair value of purchase consideration transferred | 3,000,000,000 | |||||
Fair value of Brookdale common stock issued | 1,600,000,000 | |||||
Pro-forma consolidated operational data [Abstract] | ||||||
Transaction costs | $10,400,000 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (Unvested Restricted Stock [Member], USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Grants of Restricted Stock [Line Items] | |
Restricted Shares Granted (in shares) | 1,335 |
Total value of restricted shares granted | $46,142 |
Minimum [Member] | |
Grants of Restricted Stock [Line Items] | |
Percentage of estimated forfeitures (in hundredths) | 0.00% |
Value Per Share (in dollars per share) | $34.57 |
Maximum [Member] | |
Grants of Restricted Stock [Line Items] | |
Percentage of estimated forfeitures (in hundredths) | 15.00% |
Value Per Share (in dollars per share) | $34.89 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets, Net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Goodwill [Line Items] | |||
Gross Carrying Amount | $735,758,000 | $737,574,000 | |
Accumulated Impairment and Other Charges | -769,000 | -769,000 | |
Net | 734,989,000 | 736,805,000 | |
Goodwill, Purchase Accounting Adjustments | 1,800,000 | ||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 164,577,000 | 161,607,000 | |
Accumulated Amortization | -9,900,000 | -6,834,000 | |
Net | 154,677,000 | 154,773,000 | |
Amortization expense related to definite-lived intangible assets | 3,100,000 | 1,200,000 | |
Community Purchase Options [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 55,738,000 | 55,738,000 | |
Accumulated Amortization | 0 | 0 | |
Net | 55,738,000 | 55,738,000 | |
Health Care Licenses [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 67,508,000 | 64,538,000 | |
Accumulated Amortization | 0 | 0 | |
Net | 67,508,000 | 64,538,000 | |
Other [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 13,531,000 | 13,531,000 | |
Accumulated Amortization | -3,214,000 | -2,655,000 | |
Net | 10,317,000 | 10,876,000 | |
Tradenames [Member] | |||
Schedule of Intangible Assets by Major Class [Line Items] | |||
Gross Carrying Amount | 27,800,000 | 27,800,000 | |
Accumulated Amortization | -6,686,000 | -4,179,000 | |
Net | 21,114,000 | 23,621,000 | |
Retirement Centers [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 28,141,000 | 28,141,000 | |
Accumulated Impairment and Other Charges | -521,000 | -521,000 | |
Net | 27,620,000 | 27,620,000 | |
Assisted Living [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 580,807,000 | 582,623,000 | |
Accumulated Impairment and Other Charges | -248,000 | -248,000 | |
Net | 580,559,000 | 582,375,000 | |
CCRCs Rental [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 126,810,000 | 126,810,000 | |
Accumulated Impairment and Other Charges | 0 | 0 | |
Net | $126,810,000 | $126,810,000 |
Property_Plant_and_Equipment_a2
Property, Plant and Equipment and Leasehold Intangibles, Net (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | $10,558,045 | $10,295,498 |
Accumulated depreciation and amortization | -2,123,632 | -1,905,993 |
Property, plant and equipment and leasehold intangibles, net | 8,434,413 | 8,389,505 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | 510,749 | 475,485 |
Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | 5,227,145 | 5,017,991 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | 56,603 | 56,515 |
Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | 777,039 | 735,837 |
Resident and Leasehold Operating Intangibles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | 852,617 | 852,746 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | 108,990 | 99,408 |
Assets Under Capital and Financing Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment and leasehold intangibles gross | $3,024,902 | $3,057,516 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | $6,173,483,000 | $6,165,956,000 |
Less current portion | 223,987,000 | 272,265,000 |
Long-term debt | 5,949,496,000 | 5,893,691,000 |
Mortgage Notes Payable [Member] | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | 3,140,091,000 | 3,105,410,000 |
Principal | 316,300,000 | |
Unamortized debt discount | 55,700,000 | 59,600,000 |
Maturity date, start | 31-Dec-16 | |
Maturity date, end | 31-Dec-17 | |
Weighted average interest rate | 4.82% | 4.84% |
Capital Lease Obligations [Member] | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | 2,592,133,000 | 2,649,226,000 |
Maturity date, start | 31-Dec-30 | |
Weighted average interest rate | 8.25% | 8.57% |
Convertible Debt [Member] | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | 275,198,000 | 272,345,000 |
Unamortized debt discount | 41,100,000 | 43,900,000 |
Maturity date, start | 30-Jun-18 | |
Weighted average interest rate | 2.75% | 2.75% |
Construction Financing [Member] | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | 65,588,000 | 50,118,000 |
Maturity date, start | 31-Dec-17 | |
Maturity date, end | 31-Dec-19 | |
Weighted average interest rate | 5.04% | 4.90% |
Notes Payable, Insurance Premiums [Member] | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | 16,124,000 | 22,586,000 |
Maturity date, start | 31-Dec-15 | |
Weighted average interest rate | 2.82% | 2.82% |
Other Notes Payable [Member] | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Debt | $84,349,000 | $66,271,000 |
Maturity date, start | 31-Dec-15 | |
Maturity date, end | 31-Dec-20 | |
Weighted average interest rate | 5.52% | 4.75% |
Debt_Line_of_Credit_Details
Debt, Line of Credit (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Credit Facilities [Line Items] | |||
Maturity date | 1-Apr-20 | ||
Line of credit | $300,000,000 | $100,000,000 | |
Line of Credit [Member] | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | 500,000,000 | 250,000,000 | |
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% | ||
Line of credit | 300,000,000 | ||
Swingline Line of Credit [Member] | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | 50,000,000 | ||
Secured and Unsecured Letter of Credit Facilities | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | 109,300,000 | ||
Letters of Credit Outstanding, Amount | 83,900,000 | ||
Option to increase maximum borrowing capacity [Member] | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | 250,000,000 | ||
Term Loan [Member] | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | 100,000,000 | ||
Revolving Credit Facility [Member] | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | 400,000,000 | ||
Letter of credit sublimit [Member] | |||
Credit Facilities [Line Items] | |||
Credit facility, maximum borrowing capacity | $50,000,000 |
Debt_Financings_Details
Debt, Financings (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Community | |
Financings [Line Items] | |
Proceeds from debt financing | $63 |
Maturity date | 1-Apr-20 |
Number of communities securing mortgage notes | 6 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid | $86,732 | $28,059 |
Income taxes paid | 41 | 268 |
Acquisition of Assets, Net of Related Payables and Cash Received [Member] | ||
Acquisition of assets, net of related payables and cash received [Line Items] | ||
Prepaid expenses and other current assets | -47,225 | 0 |
Property, plant and equipment and leasehold intangibles, net | 184,964 | 0 |
Other intangible assets, net | 2,970 | 515 |
Long-term debt | -20,000 | 0 |
Capital and Financing Lease Obligations Cash Paid | 53,596 | 0 |
Net | $174,305 | $515 |
Facility_Operating_Leases_Deta
Facility Operating Leases (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Schedule of facility operating lease expense [Abstract] | ||
Cash basis payment | $94,722 | $71,185 |
Straight-line expense | 2,801 | -223 |
Amortization of deferred gain | -1,093 | -1,093 |
Amortization of (above) below market rents, net | -1,959 | 0 |
Facility lease expense | $94,471 | $69,869 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||
Deferred Income Tax Expense (Benefit) | ($79,237,000) | $598,000 | |
Deferred income tax assets [Abstract] | |||
Valuation allowance | $9,200,000 | $9,200,000 | |
Internal Revenue Service (IRS) [Member] | Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years open for future examination | 2011 | ||
Internal Revenue Service (IRS) [Member] | Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Tax years open for future examination | 2013 |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
CCRC Venture opco [Member] | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | $190.60 |
Carrying Amount | 190.6 |
HCP 49 Venture opco and propco [Member] | |
Variable Interest Entity [Line Items] | |
Maximum Exposure to Loss | 70.9 |
Carrying Amount | $70.90 |
CCRC Venture opco [Member] | |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 51.00% |
HCP 49 Venture opco and propco [Member] | |
Schedule of Investment in Unconsolidated Joint Ventures [Line Items] | |
Percentage ownership in unconsolidated joint ventures | 20.00% |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
Segment | |||||
Segment Information [Abstract] | |||||
Number of reportable segments | 5 | ||||
Segment Reporting Information [Line Items] | |||||
Revenue | $1,247,881 | $747,275 | |||
Segment operating income | 365,114 | [1] | 227,842 | [1] | |
General and administrative (including non-cash stock-based compensation expense) | 84,204 | 44,665 | |||
Facility lease expense | 94,471 | 69,869 | |||
Depreciation and amortization | 220,427 | 70,316 | |||
Transaction costs | 6,742 | 10,844 | |||
Loss on facility lease termination | 76,143 | 0 | |||
(Loss) Income from operations | -116,873 | 32,148 | |||
Total assets | 10,490,965 | 10,521,363 | |||
Retirement Centers [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 163,486 | [2] | 132,349 | [2] | |
Segment operating income | 69,409 | [1] | 56,230 | [1] | |
Total assets | 1,601,789 | 1,603,704 | |||
Assisted Living [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 617,344 | [2] | 277,431 | [2] | |
Segment operating income | 219,983 | [1] | 104,992 | [1] | |
Total assets | 6,538,732 | 6,513,376 | |||
Brookdale Ancillary Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 115,411 | [2] | 63,417 | [2] | |
Segment operating income | 22,742 | [1] | 12,753 | [1] | |
Total assets | 247,340 | 224,229 | |||
CCRCs Rental [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 155,991 | [2] | 97,944 | [2] | |
Segment operating income | 37,883 | [1] | 26,830 | [1] | |
Total assets | 1,100,344 | 1,065,116 | |||
CCRCs Entry Fee [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 0 | [2] | 79,169 | [2] | |
Segment operating income | 0 | [1] | 19,635 | [1] | |
Management Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 195,649 | [3] | 96,965 | [3] | |
Segment operating income | 15,097 | [1] | 7,402 | [1] | |
Total assets | $1,002,760 | $1,114,938 | |||
[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. |
Subsequent_Events_Details
Subsequent Events (Details) (Acquisition of Venture Interest [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Community | |
Acquisition of Venture Interest [Member] | |
Subsequent Event [Line Items] | |
Number of facilities purchased or sold | 35 |
Aggregate purchase price | $849 |
Partners Joint Venture Ownership Percentage | 10.00% |