Goodwill and Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2014

Goodwill and Other Intangible Assets, Net [Abstract]

Goodwill and Other Intangible Assets, Net

7. Goodwill and Other Intangible Assets, Net

The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 presented on an operating segment basis (dollars in thousands):

	December 31, 2014									December 31, 2013
	Gross Carrying Amount		Emeritus Acquisition		Accumulated Impairment and Other Charges			Net		Gross Carrying Amount		Accumulated Impairment and Other Charges			Net
Retirement Centers	$	7,642	$	20,499	$	(521	)	$	27,620	$	7,642	$	(521	)	$	7,121
Assisted Living		90,640		491,983		(248	)		582,375		102,680		(248	)		102,432
Brookdale Ancillary Services		—		126,810		—			126,810		—		—			—
Total	$	98,282	$	639,292	$	(769	)	$	736,805	$	110,322	$	(769	)	$	109,553

Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present. No indicators of impairment were present during the three years ended December 31, 2014. As identified in Note 4, the purchase price allocation for the Merger is preliminary and the finalization of such estimate may result in future adjustments to goodwill balances reported in the table above.

The following is a summary of other intangible assets at December 31, 2014 and 2013 (dollars in thousands):

	December 31, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Community purchase options	$	55,738	$	—		$	55,738	$	122,649	$	—		$	122,649
Health care licenses		64,538		—			64,538		33,853		—			33,853
Trade names		27,800		(4,179	)		23,621		—		—			—
Other		13,531		(2,655	)		10,876		3,331		(1,076	)		2,255
Total	$	161,607	$	(6,834	)	$	154,773	$	159,833	$	(1,076	)	$	158,757

Amortization expense related to definite-lived intangible assets for the years ended December 31, 2014, 2013 and 2012 was $8.0 million, $4.7 million and $3.8 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. No indicators of impairment were present during the year ended December 31, 2014.

In connection with the acquisition of Emeritus, the Company recorded intangible assets for community purchase options, trade names, management contracts and health care licenses. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. The lease purchase options are not currently amortized, but will be added to the cost basis of the related communities if the option is exercised, and will then be depreciated over the estimated useful life of the community. The Company is amortizing the trade names and management contract intangibles assets over their estimated weighted average useful lives of three years and nine years, respectively. The weighted average amortization periods at acquisition for the other intangible assets is three years. During the year ended December 31, 2014, the Company contributed certain community purchase options to the CCRC Venture and terminated the community purchase option rights pursuant to 49 of the previously existing Emeritus leases in connection with closing the HCP Transactions. See Note 4 for more information about the Company's community purchase option activity.

Future amortization expense for intangible assets with definite lives is estimated to be as follows (dollars in thousands):

Year Ending December 31,	Future Amortization
2015	$	12,193
2016		8,165
2017		3,726
2018		3,717
2019		2,638
Thereafter		4,058
Total	$	34,497

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References+ Details