Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-08895 | |
Entity Registrant Name | Healthpeak Properties, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 33-0091377 | |
Entity Address, Address Line One | 1920 Main Street | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92614 | |
City Area Code | 949 | |
Local Phone Number | 407-0700 | |
Title of 12(b) Security | Common stock, $1.00 par value | |
Trading Symbol | PEAK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 538,270,263 | |
Entity Central Index Key | 0000765880 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate: | ||
Buildings and improvements | $ 12,720,111 | $ 11,120,039 |
Development costs and construction in progress | 588,343 | 692,336 |
Land | 2,114,024 | 1,992,602 |
Accumulated depreciation and amortization | (2,840,632) | (2,771,922) |
Net real estate | 12,581,846 | 11,033,055 |
Net investment in direct financing leases | 44,706 | 84,604 |
Loans receivable, net of reserves of $9,314 and $0 | 220,652 | 190,579 |
Investments in and advances to unconsolidated joint ventures | 479,900 | 825,515 |
Accounts receivable, net of allowance of $8,594 and $4,565 | 85,037 | 59,417 |
Cash and cash equivalents | 783,542 | 144,232 |
Restricted cash | 106,557 | 40,425 |
Intangible assets, net | 550,348 | 331,693 |
Assets held for sale, net | 271,861 | 504,394 |
Right-of-use asset, net | 171,843 | 172,486 |
Other assets, net | 776,387 | 646,491 |
Total assets | 16,072,679 | 14,032,891 |
LIABILITIES AND EQUITY | ||
Bank line of credit and commercial paper | 0 | 93,000 |
Term loan | 249,002 | 248,942 |
Senior unsecured notes | 5,650,053 | 5,647,993 |
Mortgage debt | 490,049 | 276,907 |
Intangible liabilities, net | 72,137 | 74,991 |
Liabilities of assets held for sale, net | 31,724 | 36,369 |
Lease liability | 156,808 | 156,611 |
Accounts payable, accrued liabilities, and other liabilities | 856,031 | 540,924 |
Deferred revenue | 753,432 | 289,680 |
Total liabilities | 8,259,236 | 7,365,417 |
Commitments and contingencies | ||
Common stock, $1.00 par value: 750,000,000 shares authorized; 538,135,188 and 505,221,643 shares issued and outstanding | 538,135 | 505,222 |
Additional paid-in capital | 10,213,011 | 9,183,892 |
Cumulative dividends in excess of earnings | (3,512,143) | (3,601,199) |
Accumulated other comprehensive income (loss) | (2,495) | (2,857) |
Total stockholders' equity | 7,236,508 | 6,085,058 |
Joint venture partners | 373,495 | 378,061 |
Non-managing member unitholders | 203,440 | 204,355 |
Total noncontrolling interests | 576,935 | 582,416 |
Total equity | 7,813,443 | 6,667,474 |
Total liabilities and equity | $ 16,072,679 | $ 14,032,891 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Parenthetical Disclosures | ||
Loans receivable, reserve (in dollars) | $ 9,314 | $ 0 |
Accounts receivable, allowance (in dollars) | $ 8,594 | $ 4,565 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 538,135,188 | 505,221,643 |
Common stock, shares outstanding (in shares) | 538,135,188 | 505,221,643 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Rental and related revenues | $ 314,688 | $ 294,222 |
Resident fees and services | 263,505 | 126,695 |
Income from direct financing leases | 3,269 | 13,524 |
Interest income | 3,688 | 1,713 |
Total revenues | 585,150 | 436,154 |
Costs and expenses: | ||
Interest expense | 58,376 | 49,327 |
Depreciation and amortization | 189,276 | 131,951 |
Operating | 376,013 | 168,927 |
General and administrative | 22,349 | 21,355 |
Transaction costs | 14,848 | 4,518 |
Impairments and loan loss reserves (recoveries), net | 39,123 | 8,858 |
Total costs and expenses | 699,985 | 384,936 |
Other income (expense): | ||
Gain (loss) on sales of real estate, net | 164,869 | 8,044 |
Loss on debt extinguishments | 833 | 0 |
Other income (expense), net | 210,608 | 3,133 |
Total other income (expense), net | 376,310 | 11,177 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 261,475 | 62,395 |
Income tax benefit (expense) | 33,044 | 3,458 |
Equity income (loss) from unconsolidated joint ventures | (11,979) | (863) |
Net income (loss) | 282,540 | 64,990 |
Noncontrolling interests' share in earnings | (3,460) | (3,520) |
Net income (loss) attributable to Healthpeak Properties, Inc. | 279,080 | 61,470 |
Participating securities' share in earnings | (1,616) | (441) |
Net income (loss) applicable to common shares | $ 277,464 | $ 61,029 |
Earnings per common share: | ||
Basic (in dollars per share) | $ 0.55 | $ 0.13 |
Diluted (in dollars per share) | $ 0.54 | $ 0.13 |
Weighted average shares outstanding: | ||
Basic (in shares) | 506,476 | 477,766 |
Diluted (in shares) | 515,045 | 479,131 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 282,540 | $ 64,990 |
Other comprehensive income (loss): | ||
Net unrealized gains (losses) on derivatives | 301 | 94 |
Change in Supplemental Executive Retirement Plan obligation and other | 61 | 69 |
Foreign currency translation adjustment | 0 | 662 |
Total other comprehensive income (loss) | 362 | 825 |
Total comprehensive income (loss) | 282,902 | 65,815 |
Total comprehensive income (loss) attributable to noncontrolling interests | (3,460) | (3,520) |
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. | $ 279,442 | $ 62,295 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Cumulative Dividends In Excess Of Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | Total Noncontrolling Interests | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Impact of adoption of ASUs | [1] | $ 590 | $ 590 | $ 590 | ||||
Adjusted balance, January 1 | 6,513,181 | $ 477,496 | $ 8,398,847 | (2,926,606) | $ (4,708) | 5,945,029 | $ 568,152 | |
Balance at Dec. 31, 2018 | 6,512,591 | $ 477,496 | 8,398,847 | (2,927,196) | (4,708) | 5,944,439 | 568,152 | |
Balance (in shares) at Dec. 31, 2018 | 477,496 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 64,990 | 61,470 | 61,470 | 3,520 | ||||
Other comprehensive income (loss) | 825 | 825 | 825 | |||||
Issuance of common stock, net | 1,532 | $ 342 | 1,190 | 1,532 | ||||
Issuance of common stock, net (in shares) | 342 | |||||||
Conversion of DownREIT units to common stock | 0 | $ 184 | 3,890 | 4,074 | (4,074) | |||
Conversion of DownREIT units to common stock (in shares) | 184 | |||||||
Repurchase of common stock | (2,919) | $ (95) | (2,824) | (2,919) | ||||
Repurchase of common stock (in shares) | (95) | |||||||
Exercise of stock options | 46 | $ 2 | 44 | 46 | ||||
Exercise of stock options (in shares) | 2 | |||||||
Amortization of deferred compensation | 4,111 | 4,111 | 4,111 | |||||
Common dividends (usd per share) | (177,286) | (177,286) | (177,286) | |||||
Distributions to noncontrolling interests | (5,415) | (5,415) | ||||||
Balance at Mar. 31, 2019 | 6,399,065 | $ 477,929 | 8,405,258 | (3,042,422) | (3,883) | 5,836,882 | 562,183 | |
Balance (in shares) at Mar. 31, 2019 | 477,929 | |||||||
Balance at Dec. 31, 2018 | 6,512,591 | $ 477,496 | 8,398,847 | (2,927,196) | (4,708) | 5,944,439 | 568,152 | |
Balance (in shares) at Dec. 31, 2018 | 477,496 | |||||||
Balance at Dec. 31, 2019 | 6,667,474 | $ 505,222 | 9,183,892 | (3,601,199) | (2,857) | 6,085,058 | 582,416 | |
Balance (in shares) at Dec. 31, 2019 | 505,222 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Impact of adoption of ASUs | [2] | (1,524) | (1,524) | (1,524) | ||||
Adjusted balance, January 1 | 6,665,950 | $ 505,222 | 9,183,892 | (3,602,723) | (2,857) | 6,083,534 | 582,416 | |
Net income (loss) | 282,540 | 279,080 | 279,080 | 3,460 | ||||
Other comprehensive income (loss) | 362 | 362 | 362 | |||||
Issuance of common stock, net | 1,064,622 | $ 33,104 | 1,031,518 | 1,064,622 | ||||
Issuance of common stock, net (in shares) | 33,104 | |||||||
Conversion of DownREIT units to common stock | 0 | $ 23 | 486 | 509 | (509) | |||
Conversion of DownREIT units to common stock (in shares) | 23 | |||||||
Repurchase of common stock | (9,737) | $ (268) | (9,469) | (9,737) | ||||
Repurchase of common stock (in shares) | (268) | |||||||
Exercise of stock options | 1,806 | $ 54 | 1,752 | 1,806 | ||||
Exercise of stock options (in shares) | 54 | |||||||
Amortization of deferred compensation | 4,832 | 4,832 | 4,832 | |||||
Common dividends (usd per share) | (188,500) | (188,500) | (188,500) | |||||
Distributions to noncontrolling interests | (8,432) | (8,432) | ||||||
Balance at Mar. 31, 2020 | $ 7,813,443 | $ 538,135 | $ 10,213,011 | $ (3,512,143) | $ (2,495) | $ 7,236,508 | $ 576,935 | |
Balance (in shares) at Mar. 31, 2020 | 538,135 | |||||||
[1] | On January 1, 2019, the Company adopted a series of ASUs related to accounting for leases and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption. | |||||||
[2] | On January 1, 2020, the Company adopted a series of Accounting Standards Updates (“ASUs”) related to accounting for credit losses and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption. |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Common dividends, per share (in dollars per share) | $ 0.37 | $ 0.37 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 282,540 | $ 64,990 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization of real estate, in-place lease and other intangibles | 189,276 | 131,951 |
Amortization of deferred compensation | 4,832 | 4,111 |
Amortization of deferred financing costs | 2,582 | 2,699 |
Straight-line rents | (6,229) | (5,091) |
Amortization of nonrefundable entrance fees and above/below market lease intangibles | (15,943) | 0 |
Equity loss (income) from unconsolidated joint ventures | 11,979 | 863 |
Distributions of earnings from unconsolidated joint ventures | 9,513 | 5,232 |
Loss (gain) on sale of real estate under direct financing leases | (41,707) | 0 |
Deferred income tax expense (benefit) | (24,911) | (3,800) |
Impairments and loan loss reserves (recoveries), net | 39,123 | 8,858 |
Loss on extinguishment of debt | (833) | 0 |
Loss (gain) on sales of real estate, net | (164,869) | (8,044) |
Loss (gain) upon change of control, net | (167,434) | 0 |
Other non-cash items | 502 | 560 |
Decrease (increase) in accounts receivable and other assets, net | (5,036) | (11,114) |
Increase (decrease) in accounts payable, accrued liabilities and deferred revenue | (18,343) | (32,633) |
Net cash provided by (used in) operating activities | 95,042 | 158,582 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (20,018) | (106,298) |
Development, redevelopment, and other major improvements of real estate | (209,418) | (136,654) |
Leasing costs, tenant improvements, and recurring capital expenditures | (21,791) | (19,220) |
Proceeds from sales of real estate, net | 419,381 | 122,678 |
Acquisition of CCRC Portfolio | (396,352) | 0 |
Contributions to unconsolidated joint ventures | (1,722) | (3,870) |
Distributions in excess of earnings from unconsolidated joint ventures | 2,639 | 5,497 |
Proceeds from sales/principal repayments on debt investments and direct financing leases | 84,336 | 481 |
Investments in loans receivable, direct financing leases and other | (8,066) | (22,891) |
Net cash provided by (used in) investing activities | (151,011) | (160,277) |
Cash flows from financing activities: | ||
Borrowings under bank line of credit and commercial paper | 2,025,600 | 320,000 |
Repayments under bank line of credit and commercial paper | (2,118,600) | (125,000) |
Repayments and repurchase of debt, excluding bank line of credit and commercial paper | (5,338) | (2,437) |
Issuance of common stock and exercise of options | 1,066,428 | 1,578 |
Repurchase of common stock | (9,737) | (2,919) |
Dividends paid on common stock | (188,500) | (177,286) |
Distributions to and purchase of noncontrolling interests | (8,432) | (5,415) |
Net cash provided by (used in) financing activities | 761,421 | 8,521 |
Effect of foreign exchanges on cash, cash equivalents and restricted cash | (10) | (20) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 705,442 | 6,806 |
Cash, cash equivalents and restricted cash, beginning of year | 184,657 | 139,846 |
Cash, cash equivalents and restricted cash, end of year | $ 890,099 | $ 146,652 |
Business
Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Overview Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) which, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). Healthpeak TM |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). Recent Accounting Pronouncements Adopted Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 (codified under Accounting Standards Codification (“ASC”) 842, Leases ) amends the previous accounting for leases to: (i) require lessees to put most leases on their balance sheets (not required for short-term leases with lease terms of 12 months or less), but continue recognizing expenses on their income statements in a manner similar to requirements under prior accounting guidance, (ii) eliminate real estate specific lease provisions, and (iii) modify the classification criteria and accounting for sales-type leases for lessors. Additionally, ASU 2016-02 provides a practical expedient, which the Company elected, that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement, (ii) lease classification related to expired or existing lease arrangements, or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. As a result of adopting ASU 2016-02 on January 1, 2019 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $1 million as of January 1, 2019. Under ASU 2016-02, the Company began capitalizing fewer costs related to the drafting and negotiation of its lease agreements. Additionally, the Company began recognizing all of its significant operating leases for which it is the lessee, including corporate office leases, equipment leases, and ground leases, on its consolidated balance sheets as a lease liability and corresponding right-of-use asset. As such, the Company recognized a lease liability of $153 million and right-of-use asset of $166 million on January 1, 2019. The aggregate lease liability is calculated as the present value of minimum lease payments, discounted using a rate that approximates the Company’s secured incremental borrowing rate, adjusted for the noncancelable term of each lease. The right-of-use asset is calculated as the aggregate lease liability, adjusted for the existing accrued straight-line rent liability balance of $20 million and net unamortized above/below market ground lease intangible assets of $33 million . Other. E ffective January 1, 2019, the Company adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The amendments in ASU 2017-12 expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. For cash flow and net investment hedges existing at the date of adoption, the Company adopted the amendments in ASU 2017-12 using the modified retrospective approach. For amendments impacting presentation and disclosure, the Company adopted ASU 2017-12 using a prospective approach. The adoption of ASU 2017-12 did not have a material impact to the Company’s consolidated financial position, results of operations, cash flows, or disclosures. Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. As a result of adopting ASU 2016-13 on January 1, 2020 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $2 million as of January 1, 2020. Under ASU 2016-13, the Company began using a loss model that relies on future expected credit losses, rather than incurred losses, as was required under historical U.S. GAAP. Under the new model, the Company is required to recognize future credit losses expected to be incurred over the life of its financing receivables, including loans receivable, direct financing leases (“DFLs”), and certain accounts receivable, at inception of those instruments. The model emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model continues to be applied on an individual basis and rely on counter-party specific information to ensure the most accurate estimate is recognized. The Company will reassess its reserves on financing receivables at each balance sheet date to determine if an adjustment to the previous reserve is necessary. Not Yet Adopted Accounting for Lease Concessions Related to COVID-19. In April 2020, the FASB staff issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the coronavirus pandemic (“COVID-19”). Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). Under the lease modification framework, rent abatements would be recognized evenly over the remaining lease term, while abatements accounted for outside of the lease modification framework would be recognized as a reduction in revenue in during the abatement period (i.e., the Company would recognize revenue equal to cash received during the concession period). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. During the three months ended March 31, 2020 , the Company did not provide any lease concessions as a result of COVID-19 and as such, has not yet had to make an election. The future impact of the Lease Modification Q&A is dependent upon the nature and extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of granting such concessions. Segment Reporting The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) senior housing triple-net, (ii) SHOP, (iii) CCRC, (iv) life science, and (v) medical office. In January 2020, primarily as a result of: (i) consolidating 13 of 15 CCRCs previously held by a CCRC joint venture (see discussion of the Brookdale 2019 Master Transaction and Cooperation Agreement in Note 3) and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers (“CODMs”) began reviewing operating results of CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share of consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and segment measures inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation. |
Master Transactions and Coopera
Master Transactions and Cooperation Agreement with Brookdale | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Master Transactions and Cooperation Agreement with Brookdale | Master Transactions and Cooperation Agreement with Brookdale 2019 Master Transactions and Cooperation Agreement with Brookdale In October 2019, the Company and Brookdale Senior Living Inc. (“Brookdale”) entered into a Master Transactions and Cooperation Agreement (the “2019 MTCA”), which includes a series of transactions related to its previously jointly owned 15 -campus CCRC portfolio (the “CCRC JV”) and the portfolio of senior housing properties Brookdale triple-net leased from the Company, which, at the time, included 43 properties. In connection with the 2019 MTCA, the Company and Brookdale, and certain of their respective subsidiaries, closed the following transactions related to the CCRC JV on January 31, 2020: • The Company, which owned a 49% interest in the CCRC JV, purchased Brookdale’s 51% interest in 13 of the 15 communities in the CCRC JV based on a valuation of $1.06 billion (the “CCRC Acquisition”); • The management agreements related to the CCRC Acquisition communities were terminated and management transitioned (under new management agreements) from Brookdale to Life Care Services LLC (“LCS”); and • The Company paid a $100 million management termination fee to Brookdale. In addition, pursuant to the 2019 MTCA, the Company and Brookdale closed the following transactions related to properties Brookdale triple-net leased from the Company on January 31, 2020: • Brookdale acquired 18 of the properties from the Company (the “Brookdale Acquisition Assets”) for cash proceeds of $385 million ; • The remaining 24 properties (excludes the one property to be transitioned to LCS, as discussed below) were restructured into a single master lease with 2.4% annual rent escalators and a maturity date of December 31, 2027 (the “2019 Amended Master Lease”); • A portion of annual rent (amount in excess of 6.5% of sales proceeds) related to 14 of the 18 Brookdale Acquisition Assets was reallocated to the remaining properties under the 2019 Amended Master Lease; and • Brookdale paid down $20 million of future rent under the 2019 Amended Master Lease. Additionally, under the 2019 MTCA, the Company and Brookdale agreed to the following transactions which have not yet occurred: • The remaining two CCRCs will be jointly marketed for sale to third parties. • The Company will terminate the triple-net lease related to one property and transition it to a RIDEA structure with LCS as the manager; • The Company will provide up to $35 million of capital investment in the 2019 Amended Master Lease properties over a five-year term, which will increase rent by 7% of the amount spent, per annum. As a result of the above transactions, on January 31, 2020, the Company began consolidating the 13 CCRCs in which it acquired Brookdale’s interest. Accordingly, the Company derecognized its investment in the CCRC JV of $323 million and recognized a gain upon change of control of $170 million , which is included in other income (expense), net. In connection with consolidating the 13 CCRCs during the first quarter of 2020, the Company recognized real estate and intangible assets of $1.8 billion , refundable entrance fee liabilities of $308 million , contractual liabilities associated with previously collected non-refundable entrance fees of $436 million , debt assumed of $215 million , other net assets of $48 million , and cash paid of $396 million . Upon sale of the 18 triple-net assets to Brookdale, the Company recognized an aggregate gain on sales of real estate of $164 million . Fair Value Measurement Techniques and Quantitative Information At January 31, 2020, the Company performed a fair value assessment of each of the 2019 MTCA components that provided measurable economic benefit or detriment to the Company. Each fair value calculation was based on an income or market approach and relied on historical and forecasted net operating income, actuarial assumptions about the expected resident length of stay, and market data, including, but not limited to, discount rates ranging from 10% to 12% , annual rent escalators of ranging from 2% to 3% , and a real estate capitalization rates ranging from 7% to 9% . All assumptions were supported by independent market data and considered to be Level 3 measurements within the fair value hierarchy. 2017 MTCA with Brookdale In November 2017, the Company and Brookdale entered into a Master Transactions and Cooperation Agreement (the “2017 MTCA”) to provide the Company with the ability to significantly reduce its concentration of assets leased to and/or managed by Brookdale. In connection with the overall transaction pursuant to the 2017 MTCA, the Company and Brookdale, and certain of their respective subsidiaries, agreed to the following: • The Company, which owned 90% of the interests in its RIDEA I and RIDEA III joint ventures with Brookdale at the time the 2017 MTCA was executed, agreed to purchase Brookdale’s 10% noncontrolling interest in each joint venture. At the time the 2017 MTCA was executed, these joint ventures collectively owned and operated 58 independent living, assisted living, memory care, and/or skilled nursing facilities (the “RIDEA Facilities”). The Company completed its acquisitions of the RIDEA III noncontrolling interest for $32 million in December 2017 and the RIDEA I noncontrolling interest for $63 million in March 2018; • The Company received the right to sell, or transition to other operators, 32 of the 78 total assets under an Amended and Restated Master Lease and Security Agreement (the “2017 Amended Master Lease”) with Brookdale and 36 of the RIDEA Facilities (and terminate related management agreements with an affiliate of Brookdale without penalty), certain of which were sold during 2018 and 2019; • The Company provided an aggregate $5 million annual reduction in rent on three assets, effective January 1, 2018; and • Brookdale agreed to purchase two of the assets under the 2017 Amended Master Lease for $35 million and four of the RIDEA Facilities for $240 million , all of which were sold in 2018. During 2018, the Company terminated the previous management agreements or leases with Brookdale on 37 assets contemplated under the 2017 MTCA and completed the transition of 20 SHOP assets and 17 senior housing triple-net assets to other managers. |
Real Estate Transactions
Real Estate Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Transactions | Real Estate Transactions 2020 Real Estate Investments The Post Acquisition In January 2020, the Company entered into definitive agreements to acquire a life science campus in Waltham, Massachusetts for $320 million . The Company made a $20 million nonrefundable deposit upon completing due diligence in January 2020 and closed the acquisition in April 2020. 2019 Real Estate Investments Cambridge Acquisition During the first quarter of 2019, the Company acquired a life science facility for $71 million and development rights at an adjacent undeveloped land parcel for consideration of up to $27 million . The existing facility and land parcel are located in Cambridge, Massachusetts. Discovery Portfolio Acquisition In April 2019, the Company acquired a portfolio of nine senior housing properties for $445 million . The properties are located across Florida, Georgia, and Texas and are operated by Discovery Senior Living, LLC. Oakmont Portfolio Acquisitions In May 2019, the Company acquired three senior housing communities in California for $113 million and in July 2019, the Company acquired an additional five senior housing communities for $284 million . Both portfolios were acquired from and continue to be operated by Oakmont Senior Living LLC (“Oakmont”). Each portfolio was contributed to a DownREIT joint venture in which the sellers received non-controlling interests in lieu of cash for a portion of the sales price. The Company consolidates each DownREIT joint venture. As part of the May and July 2019 Oakmont transactions, the Company assumed $50 million and $112 million , respectively, of secured mortgage debt, both of which were recorded at their relative fair values through asset acquisition accounting. Sierra Point Towers Acquisition In June 2019, the Company acquired two life science buildings in South San Francisco, California adjacent to the Company’s The Shore at Sierra Point development, for $245 million . Vintage Park JV Interest Purchase In June 2019, the Company acquired the outstanding equity interests of a senior housing joint venture structure (which owned one senior housing facility), in which the Company previously held an unconsolidated equity investment, for $24 million . Subsequent to acquisition, the Company owned 100% of the equity. Upon consolidating the facility at acquisition, the Company derecognized the existing investment in the joint venture structure, marked the real estate to fair value (using a relative fair value allocation), and recognized a gain upon change of control of $12 million , net of a tax impact of $1 million . The gain upon change in control is recognized within other income (expense), net and the tax impact is recognized within income tax benefit (expense). Hartwell Innovation Campus Acquisition In July 2019, the Company acquired a life science campus in the suburban Boston submarket of Lexington, Massachusetts, for $228 million . The campus is comprised of four buildings. West Cambridge Acquisition In December 2019, the Company acquired one life science building, adjacent to the Company’s existing properties in Cambridge, Massachusetts, for $333 million . Sovereign Wealth Fund Senior Housing Joint Venture In December 2019, the Company formed a new joint venture (the “SWF SH JV”) with a sovereign wealth fund that owns 19 SHOP assets operated by Brookdale. The Company owns 53.5% of the SWF SH JV and contributed all 19 assets with a fair value of $790 million . The SWF SH JV partner owns the other 46.5% and purchased its interest for $367 million . Upon formation of the SWF SH JV, the Company recognized its retained equity method investment at fair value, deconsolidated the 19 SHOP assets, and recognized a gain upon change of control of $161 million , which is recorded in other income (expense), net. Other Real Estate Acquisitions During the year ended December 31, 2019, the Company acquired one medical office building (“MOB”) in Kansas for $15 million , one MOB in Texas for $9 million , and one life science building in the Sorrento Mesa submarket of San Diego, California for $16 million . Development Activities The Company’s commitments related to development and redevelopment projects decreased by $77 million , to $284 million at March 31, 2020 , when compared to December 31, 2019 , primarily as a result of completed development and redevelopment projects. Held for Sale At March 31, 2020 , 9 senior housing triple-net facilities, 2 MOBs, and 25 SHOP facilities were classified as held for sale, with an aggregate carrying value of $272 million , primarily comprised of real estate assets of $269 million (net of accumulated depreciation of $160 million ). Liabilities of assets held for sale was primarily comprised of mortgage debt of $28 million and other liabilities of $4 million at March 31, 2020 . At December 31, 2019 , 27 senior housing triple-net facilities (inclusive of 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3), 28 SHOP facilities, and 2 MOBs were classified as held for sale, with an aggregate carrying value of $504 million , primarily comprised of real estate assets of $476 million (net of accumulated depreciation of $243 million ). Liabilities of assets held for sale were primarily comprised of mortgage debt of $32 million and other liabilities of $4 million at December 31, 2019 . 2020 Dispositions of Real Estate During the quarter ended March 31, 2020, the Company sold 7 SHOP assets for $36 million and 18 senior housing triple-net assets for $385 million (representative of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3), resulting in total gain on sales of $165 million . 2019 Dispositions of Real Estate During the quarter ended March 31, 2019, the Company sold nine SHOP assets for $68 million , two senior housing triple-net assets for $26 million , and one undeveloped life science land parcel for $35 million , resulting in total gain on sales of $8 million . During the year ended December 31, 2019, the Company sold 18 SHOP assets for $181 million , 2 senior housing triple-net assets for $26 million , 10 MOBs for $23 million , 1 life science asset for $7 million , 1 undeveloped life science land parcel for $35 million , and 2 facilities from the other non-reportable segment for $20 million . Impairments of Real Estate During the three months ended March 31, 2020 , the Company recognized an aggregate impairment charge of $31 million related to 15 SHOP assets, 2 senior housing triple-net assets, and 2 MOBs that are classified as held for sale and wrote down their aggregate carrying value of $200 million to their aggregate fair value, less estimated costs to sell, of $169 million . The fair value of the impaired assets was based on forecasted sales prices, which are considered to be Level 3 measurements within the fair value hierarchy. Forecasted sales prices were determined using a direct capitalization model or a market approach (comparable sales model), which rely on certain assumptions by management, including: (i) market capitalization rates, (ii) comparable market transactions, (iii) estimated prices per unit or per square foot, (iv) negotiations with prospective buyers, and (v) forecasted cash flow streams (lease revenue rates, expense rates, growth rates, etc.). There are inherent uncertainties in making these assumptions. For the Company’s impairment calculations during the three months ended March 31, 2020 , the Company estimated the fair value of each asset using either (i) market capitalization rates ranging from 7.16% to 9.92% , with a weighted average rate of 9.32% or (ii) prices per unit ranging from $38,000 to $95,000 , with a weighted average price of $68,000 . During the three months ended March 31, 2019 , the Company determined the carrying value of two MOBs that were candidates for potential future sale were no longer recoverable due to the Company’s shortened intended hold period under the held-for-use impairment model. Accordingly, the Company wrote-down the carrying amount of these two assets to their respective fair value, which resulted in an aggregate impairment charge of $9 million |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases, Capital [Abstract] | |
Leases | Leases Lease Income The following table summarizes the Company’s lease income (dollars in thousands): Three Months Ended 2020 2019 Fixed income from operating leases $ 253,859 $ 237,223 Variable income from operating leases 60,829 56,999 Interest income from direct financing leases 3,269 13,524 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): March 31, December 31, Present value of minimum lease payments receivable $ 16,255 $ 19,138 Present value of estimated residual value 44,706 84,604 Less deferred selling profits (16,255 ) (19,138 ) Net investment in direct financing leases before allowance 44,706 84,604 Allowance for direct financing lease losses — — Net investment in direct financing leases $ 44,706 $ 84,604 Properties subject to direct financing leases 1 2 Direct Financing Lease Internal Ratings The following table summarizes the Company’s internal ratings for DFLs at March 31, 2020 (dollars in thousands): Carrying Amount Percentage of DFL Portfolio Internal Ratings Segment Performing DFLs Watch List DFLs Workout DFLs Other non-reportable segments $ 44,706 100 $ 44,706 — — $ 44,706 100 $ 44,706 $ — $ — 2020 Direct Financing Lease Sale During the first quarter of 2020, the Company sold a hospital under a DFL for $82 million and recognized a gain on sale of $42 million , which is included in other income (expense), net. 2019 Direct Financing Lease Conversion During the first quarter of 2019, the Company converted a DFL portfolio of 14 senior housing triple-net properties, previously on “Watch List” status, to a RIDEA structure, requiring the Company to recognize net assets equal to the lower of the net assets’ fair value or the carrying value of the net investment in the DFL. As a result, the Company derecognized the $351 million carrying value of the net investment in DFL related to the 14 properties and recognized a combination of net real estate ( $331 million ) and net intangibles assets ( $20 million ) for the same aggregate amount, with no gain or loss recognized. As a result of the transaction, the 14 properties were transitioned from the senior housing triple-net segment to the SHOP segment during the first quarter of 2019. 2019 Direct Financing Lease Sale During the second quarter of 2019, the Company entered into agreements to sell 13 senior housing facilities under DFLs (the “DFL Sale Portfolio”) for $274 million . Upon entering into the agreements, the Company recognized an allowance for DFL losses and related impairment charge of $10 million to write-down the carrying value of the DFL Sale Portfolio to its fair value. The fair value of the DFL Sale Portfolio was based upon the agreed upon sale price, less estimated costs to sell, which is considered to be a Level 2 measurement within the fair value hierarchy. In conjunction with the entering into agreements to sell the DFL Sale Portfolio, the Company placed the portfolio on nonaccrual status and began recognizing income equal to the amount of cash received. The Company completed the sale of the DFL Sale Portfolio in September 2019. During the three months ended March 31, 2019 , income from DFLs and cash payments received were $5.9 million and $4.8 million , respectively, for the DFL Sale Portfolio. |
Leases | Leases Lease Income The following table summarizes the Company’s lease income (dollars in thousands): Three Months Ended 2020 2019 Fixed income from operating leases $ 253,859 $ 237,223 Variable income from operating leases 60,829 56,999 Interest income from direct financing leases 3,269 13,524 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): March 31, December 31, Present value of minimum lease payments receivable $ 16,255 $ 19,138 Present value of estimated residual value 44,706 84,604 Less deferred selling profits (16,255 ) (19,138 ) Net investment in direct financing leases before allowance 44,706 84,604 Allowance for direct financing lease losses — — Net investment in direct financing leases $ 44,706 $ 84,604 Properties subject to direct financing leases 1 2 Direct Financing Lease Internal Ratings The following table summarizes the Company’s internal ratings for DFLs at March 31, 2020 (dollars in thousands): Carrying Amount Percentage of DFL Portfolio Internal Ratings Segment Performing DFLs Watch List DFLs Workout DFLs Other non-reportable segments $ 44,706 100 $ 44,706 — — $ 44,706 100 $ 44,706 $ — $ — 2020 Direct Financing Lease Sale During the first quarter of 2020, the Company sold a hospital under a DFL for $82 million and recognized a gain on sale of $42 million , which is included in other income (expense), net. 2019 Direct Financing Lease Conversion During the first quarter of 2019, the Company converted a DFL portfolio of 14 senior housing triple-net properties, previously on “Watch List” status, to a RIDEA structure, requiring the Company to recognize net assets equal to the lower of the net assets’ fair value or the carrying value of the net investment in the DFL. As a result, the Company derecognized the $351 million carrying value of the net investment in DFL related to the 14 properties and recognized a combination of net real estate ( $331 million ) and net intangibles assets ( $20 million ) for the same aggregate amount, with no gain or loss recognized. As a result of the transaction, the 14 properties were transitioned from the senior housing triple-net segment to the SHOP segment during the first quarter of 2019. 2019 Direct Financing Lease Sale During the second quarter of 2019, the Company entered into agreements to sell 13 senior housing facilities under DFLs (the “DFL Sale Portfolio”) for $274 million . Upon entering into the agreements, the Company recognized an allowance for DFL losses and related impairment charge of $10 million to write-down the carrying value of the DFL Sale Portfolio to its fair value. The fair value of the DFL Sale Portfolio was based upon the agreed upon sale price, less estimated costs to sell, which is considered to be a Level 2 measurement within the fair value hierarchy. In conjunction with the entering into agreements to sell the DFL Sale Portfolio, the Company placed the portfolio on nonaccrual status and began recognizing income equal to the amount of cash received. The Company completed the sale of the DFL Sale Portfolio in September 2019. During the three months ended March 31, 2019 , income from DFLs and cash payments received were $5.9 million and $4.8 million , respectively, for the DFL Sale Portfolio. |
Loans Receivable
Loans Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): March 31, 2020 December 31, 2019 Secured mortgage loans (1) $ 169,176 $ 161,964 Mezzanine and other 59,998 27,752 Unamortized discounts, fees, and costs 792 863 Reserve for loan losses (9,314 ) — $ 220,652 $ 190,579 _______________________________________ (1) At March 31, 2020 , the Company had $16 million remaining of commitments to fund $174 million of senior housing development projects. At December 31, 2019 , the Company had $25 million remaining of commitments to fund $174 million of senior housing development projects. 2020 Loans Receivable Transactions For certain residents that qualify, CCRCs may offer to lend residents the necessary funds to satisfy the entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. The loans are due upon sale of the previous residence. Upon completing the CCRC Acquisition (see Note 3) in January 2020, the Company began consolidating 13 CCRCs, which hold approximately $30 million of such notes receivable from various community residents. Loans Receivable Internal Ratings In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans that are deemed Performing meet all present contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List Loans are defined as loans that do not meet the definition of Performing or Workout. Workout Loans are defined as loans in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment. The following table summarizes, by year of origination, the Company’s internal ratings for loans receivables as of March 31, 2020 (dollars in thousands): Investment Type Year of Origination Total 2020 2019 2018 2017 2016 Secured mortgage loans Risk rating: Performing loans $ — $ 55,955 $ — $ 108,484 $ — $ 164,439 Watch list loans — — — — — — Workout loans — — — — — — Total secured mortgage loans $ — $ 55,955 $ — $ 108,484 $ — $ 164,439 Mezzanine and other Risk rating: Performing loans $ 2,901 $ 36,114 $ — $ 8,896 $ 8,302 $ 56,213 Watch list loans — — — — — — Workout loans — — — — — — Total mezzanine and other $ 2,901 $ 36,114 $ — $ 8,896 $ 8,302 $ 56,213 Reserve for Loan Losses The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the debt service coverages that it uses in its assessment of internal ratings, which is a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, net operating income, occupancy, rental rates, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. In its assessment of credit losses for loans receivable and unfunded loan commitments, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasts future economic conditions through the maturity date of each loan to estimate a probability of default and a resulting loss for each loan receivable. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The following table summarizes the Company’s reserve for loan losses at March 31, 2020 (in thousands): March 31, 2020 Secured Mortgage Loans Mezzanine and Other Total Reserve for loan losses, January 1, 2020 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings 513 907 1,420 Provision for expected loan losses 4,224 3,670 7,894 Reserve for loan losses, March 31, 2020 $ 4,737 $ 4,577 $ 9,314 At March 31, 2020 , a liability of $1 million related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities. Credit loss expenses are recorded in impairments and loan loss reserves (recoveries), net. The change in the provision for expected loan losses during the quarter ended March 31, 2020 is primarily due to the current and anticipated economic impact of COVID-19. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Joint Ventures | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Unconsolidated Joint Ventures | Investments in and Advances to Unconsolidated Joint Ventures The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands): Carrying Amount March 31, December 31, Entity (1) Segment Property Count (2) Ownership % (2) 2020 2019 SWF SH JV (3) SHOP 19 54 $ 411,057 $ 428,258 MBK JV SHOP 5 50 32,821 33,415 Other SHOP JVs (4) SHOP 4 50 - 90 16,843 17,719 Medical Office JVs (5) MOB 3 20 - 67 9,809 9,845 Other JVs (6) Other — 41 - 47 9,370 10,372 CCRC JV (7) CCRC 2 49 — 325,830 Advances to unconsolidated joint ventures, net — 76 $ 479,900 $ 825,515 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Property count and ownership percentage are as of March 31, 2020. (3) In December 2019, the Company formed the SWF SH JV with a sovereign wealth fund. See Note 4 for discussion of the formation of the SWF SH JV. (4) In June 2019, the Company acquired the outstanding equity interests in, and began consolidating, the Vintage Park JV (see Note 4). Remaining unconsolidated SHOP joint ventures (and the Company’s ownership percentage) include: (i) Waldwick JV ( 85% ); (ii) Otay Ranch JV ( 90% ); and (iii) MBK Development JV ( 50% ). (5) Includes three unconsolidated medical office joint ventures (and the Company’s ownership percentage): (i) Ventures IV ( 20% ); (ii) Ventures III ( 30% ); and (iii) Suburban Properties, LLC ( 67% ). (6) Unconsolidated other joint ventures (and the Company’s ownership percentage) include: (i) Discovery Naples JV ( 41% ) and (ii) Discovery Sarasota JV ( 47% ). The Discovery Naples JV and Discovery Sarasota JV are joint ventures that are developing senior housing facilities and the Company’s investments in those joint ventures are preferred equity investments earning a 10% per annum fixed-rate return. In January 2020, the Company sold its interest in the remaining K&Y joint venture for $ 12 million . At December 31, 2019 , K&Y joint venture includes an ownership percentage of 80% and one unconsolidated joint venture. In October 2019, the Company sold its interest in one of the K&Y joint ventures for $4 million . (7) See Note 3 for discussion of the 2019 MTCA with Brookdale, including the acquisition of Brookdale’s interest in 13 of the 15 communities in the CCRC JV in January 2020. CCRC JV. During 2019, the CCRC JV classified one property that Brookdale and the Company committed to sell to a third-party as held for sale in the joint venture’s stand-alone financial statements. In conjunction with classifying the property as held for sale, the CCRC JV recognized an impairment charge of $12 million to reflect the write-down of the property’s previous carrying value to the estimated selling price, less costs to sell. The Company recognized its 49% share of the impairment charge ( $6 million ) through equity income (loss) from unconsolidated joint ventures during the quarter ended September 30, 2019. Additionally, in January 2020, the Company acquired Brookdale’s 51% interest in 13 of the 15 communities held by the CCRC JV. Refer to Note 3 for a detailed discussion of the 2019 MTCA with Brookdale. U.K. JV. In December 2019, the Company sold its remaining 49% interest in the U.K. JV for proceeds of £70 million ( $91 million ) and recognized a loss on sale of real estate of $7 million (based on exchange rates at the time the transaction was completed), including $1 million of loss in accumulated other comprehensive income (loss) that was reclassified to gain (loss) on sales of real estate, net. As of December 31, 2019, the Company no longer owned real estate in the U.K. |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
Intangibles | |
Intangibles | Intangibles Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (in thousands): Intangible lease assets March 31, December 31, Gross intangible lease assets $ 887,516 $ 615,538 Accumulated depreciation and amortization (337,168 ) (283,845 ) Intangible assets, net $ 550,348 $ 331,693 Intangible liabilities primarily consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (in thousands): Intangible lease liabilities March 31, December 31, Gross intangible lease liabilities $ 113,213 $ 113,213 Accumulated depreciation and amortization (41,076 ) (38,222 ) Intangible liabilities, net $ 72,137 $ 74,991 During the three months ended March 31, 2020 , including intangible assets that were recognized in conjunction with consolidating 13 CCRCs in which the Company acquired Brookdale’s interest as part of the 2019 Brookdale MTCA (see Note 3), the Company acquired intangible assets of $273 million , with a weighted average amortization period of 6 years . No intangible liabilities were acquired during the three months ended March 31, 2020 . On January 1, 2019, in conjunction with the adoption of ASU 2016-12 (see Note 2), the Company reclassified $39 million of intangible assets, net and $6 million of intangible liabilities, net related to above and below market ground leases to right-of-use asset, net. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Bank Line of Credit and Term Loans On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility (the “Revolving Facility”), which matures on May 23, 2023 and contains two , six month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at LIBOR plus a margin that depends on credit ratings of the Company’s senior unsecured long-term debt. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on those credit ratings at March 31, 2020 , the margin on the Revolving Facility was 0.825% and the facility fee was 0.15% . At March 31, 2020 , the Company had no balance outstanding under the Revolving Facility. In May 2019, the Company also entered into a $250 million unsecured term loan facility, which the Company fully drew down on June 20, 2019 (the “2019 Term Loan” and, together with the Revolving Facility, the “Facilities”). The 2019 Term Loan matures on May 23, 2024. Based on credit ratings for the Company’s senior unsecured long-term debt at March 31, 2020 , the 2019 Term Loan accrues interest at a rate of LIBOR plus 0.90% , with a weighted average effective interest rate of 1.98% . The Facilities include a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million , subject to securing additional commitments. The Facilities also contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60% ; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40% ; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60% ; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.0 billion . At March 31, 2020 , the Company believes it was in compliance with each of these restrictions and requirements of the Facilities. Commercial Paper Program In September 2019, the Company established an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured short-term debt securities with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $1.0 billion . Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company intends to use its Revolving Facility as a liquidity backstop for the repayment of unsecured short-term debt securities issued under the Commercial Paper Program. As of March 31, 2020 , the Company had no balance outstanding under the Commercial Paper Program. Senior Unsecured Notes At March 31, 2020 , the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.7 billion . The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at March 31, 2020 . During the three months ended March 31, 2020 and 2019 , the Company had no senior unsecured note issuances or payoffs. The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2019 (dollars in thousands): Date Amount Coupon Rate Maturity Date November 21, 2019 $ 750,000 3.000 % 2030 July 5, 2019 $ 650,000 3.250 % 2026 July 5, 2019 $ 650,000 3.500 % 2029 The following table summarizes the Company’s senior unsecured notes payoffs during the year ended December 31, 2019 (dollars in thousands): Date Amount Coupon Rate Maturity Date November 21, 2019 (1) $ 350,000 4.000 % 2022 July 22, 2019 (2) $ 800,000 2.625 % 2020 July 8, 2019 (2) $ 250,000 4.000 % 2022 July 8, 2019 (2) $ 250,000 4.250 % 2023 _______________________________________ (1) The Company recognized a $22 million loss on debt extinguishment related to the repurchase of senior notes. (2) Upon completing the redemption of the 2.625% senior unsecured notes due February 2020 and repurchasing a portion of the 4.250% senior unsecured notes due 2023 and the 4.000% senior unsecured notes due 2022, the Company recognized a $35 million loss on debt extinguishment. Mortgage Debt At March 31, 2020 , the Company had $472 million in aggregate principal of mortgage debt outstanding (excluding mortgage debt on assets held for sale), which is secured by 20 healthcare facilities with an aggregate carrying value of $995 million . Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires insurance on the assets, and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets. In May 2019, upon acquiring three senior housing assets from Oakmont, the Company assumed $50 million of secured mortgage debt maturing in 2028 and having a weighted average interest rate of 4.83% . In July 2019, upon acquiring five additional senior housing assets from Oakmont, the Company assumed an additional $112 million of secured mortgage debt with maturity dates ranging from 2027 to 2033 and a weighted average interest rate of 4.89% (see Note 4). Debt Maturities The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2020 (in thousands): Year Bank Line of Credit Commercial Paper Term Loan Senior Unsecured Notes (1) Mortgage Debt (2) Total 2020 (nine months) $ — $ — $ — $ — $ 6,202 $ 6,202 2021 — — — — 16,165 16,165 2022 — — — 300,000 8,417 308,417 2023 — — — 550,000 93,609 643,609 2024 — — 250,000 1,150,000 6,939 1,406,939 Thereafter — — — 3,700,000 340,925 4,040,925 — — 250,000 5,700,000 472,257 6,422,257 (Discounts), premium and debt costs, net — — (998 ) (49,947 ) 17,792 (33,153 ) — — 249,002 5,650,053 490,049 6,389,104 Debt on assets held for sale (3) — — — — 27,837 27,837 $ — $ — $ 249,002 $ 5,650,053 $ 517,886 $ 6,416,941 _______________________________________ (1) Effective interest rates on the senior notes range from 3.14% to 6.87% with a weighted average effective interest rate of 3.94% and a weighted average maturity of 7 years . (2) Excluding mortgage debt on assets held for sale, effective interest rates on the mortgage debt range from 2.16% to 5.91% with a weighted average effective interest rate of 3.91% and a weighted average maturity of 9 years . (3) Represents mortgage debt on assets held for sale with an interest rate of 3.45% and maturity in 2044. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits and other claims. Except as described below, the Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred. Class Action. On May 9, 2016, a purported stockholder of the Company filed a putative class action complaint, Boynton Beach Firefighters’ Pension Fund v. HCP, Inc., et al. , Case No. 3:16-cv-01106-JJH, in the U.S. District Court for the Northern District of Ohio against the Company, certain of its officers, HCR ManorCare, Inc. (“HCRMC”), and certain of its officers, asserting violations of the federal securities laws. The suit asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and alleges that the Company made certain false or misleading statements relating to the value of and risks concerning its investment in HCRMC by allegedly failing to disclose that HCRMC had engaged in billing fraud, as alleged by the U.S. Department of Justice (“DoJ”) in a suit against HCRMC arising from the False Claims Act that the DoJ voluntarily dismissed with prejudice. The plaintiff in the class action suit demands compensatory damages (in an unspecified amount), costs and expenses (including attorneys’ fees and expert fees), and equitable, injunctive, or other relief as the Court deems just and proper. On November 28, 2017, the Court appointed Societe Generale Securities GmbH (SGSS Germany) and the City of Birmingham Retirement and Relief Systems (Birmingham) as Co-Lead Plaintiffs in the class action. The motion to dismiss was fully briefed on May 21, 2018 and oral arguments were held on October 23, 2018. Subsequently, on December 6, 2018, HCRMC and its officers were voluntarily dismissed from the class action lawsuit without prejudice to such claims being refiled. On November 22, 2019, the Court granted the motion to dismiss. On December 20, 2019, Co-Lead plaintiffs filed a motion to amend the Court's judgment. Defendants' opposition brief was filed on February 18, 2020, and Co-Lead Plaintiffs' reply brief was filed on April 2, 2020. The Company believes the suit to be without merit and intends to vigorously defend against it. Derivative Actions. On June 16, 2016 and July 5, 2016, purported stockholders of the Company filed two derivative actions, Subodh v. HCR ManorCare Inc., et al. , Case No. 30-2016-00858497-CU-PT-CXC and Stearns v. HCR ManorCare, Inc., et al. , Case No. 30-2016-00861646-CU-MC-CJC, in the Superior Court of California, County of Orange, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. As both derivative actions contained substantially the same allegations, they have been consolidated into a single action (the “California derivative action”). The consolidated action alleges that the defendants engaged in various acts of wrongdoing, including, among other things, breaching fiduciary duties by publicly making false or misleading statements of fact regarding HCRMC’s finances and prospects and failing to maintain adequate internal controls. On April 18, 2017, the Court approved the parties’ stipulation to stay the case pending disposition of the motion to dismiss the class action litigation. On April 10, 2017, a purported stockholder of the Company filed a derivative action, Weldon v. Martin et al. , Case No. 3:17-cv-755, in federal court in the Northern District of Ohio, Western Division, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Weldon complaint asserts similar claims to those asserted in the California derivative action. In addition, the complaint asserts a claim under Section 14(a) of the Exchange Act, alleging that the Company made false statements in its 2016 proxy statement by not disclosing that the Company’s performance issues in 2015 were the direct result of alleged billing fraud at HCRMC. On April 18, 2017, the Court re-assigned and transferred this action to the judge presiding over the related federal securities class action. On July 11, 2017, the Court approved a stipulation by the parties to stay the case pending disposition of the motion to dismiss the class action. On July 21, 2017, a purported stockholder of the Company filed another derivative action, Kelley v. HCR ManorCare, Inc., et al. , Case No. 8:17-cv-01259, in federal court in the Central District of California, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Kelley complaint asserts similar claims to those asserted in Weldon and in the California derivative action. Like Weldon , the Kelley complaint also additionally alleges that the Company made false statements in its 2016 proxy statement, and asserts a claim for a violation of Section 14(a) of the Exchange Act. On November 28, 2017, the federal court in the Central District of California granted Defendants’ motion to transfer the action to the Northern District of Ohio (i.e., the court where the class action and other federal derivative action are pending). The Court in the Northern District of Ohio is currently considering whether to consolidate the Weldon and Kelley actions, appointment of lead plaintiffs and counsel, and whether the stay in Weldon should continue as to either or both actions. The Company’s Board of Directors received letters dated August 17, 2016, April 19, 2017, and April 20, 2017 from private law firms acting on behalf of clients who are purported stockholders of the Company, each asserting allegations similar to those made in the California derivative action matters discussed above. Each letter demands that the Board of Directors take action to assert the Company’s rights. The Board of Directors completed its evaluation and rejected the demand letters in December of 2017. One of the law firms has more recently requested that the Board of Directors reconsider its determination after a ruling on the motion to dismiss in the class action litigation. The Company believes that the plaintiffs lack standing or the lawsuits and demands are without merit, but cannot predict the outcome of these proceedings or reasonably estimate any potential loss at this time. Accordingly, no loss contingency has been recorded for these matters as of March 31, 2020 , as the likelihood of loss is not considered probable or estimable. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Equity | Equity At-The-Market Equity Offering Program In June 2015, the Company established an at-the-market equity offering program (“ATM Program”) to sell shares of its common stock from time to time through a consortium of banks acting as sales agents or directly to the banks acting as principals. In February 2019, the Company terminated its previous ATM Program and established a new ATM Program (the “2019 ATM Program”) pursuant to which shares of common stock having an aggregate gross sales price of up to $1.0 billion could be sold. In February 2020, the Company terminated the 2019 ATM Program and established a new ATM Program (the “2020 ATM Program”) pursuant to which shares of common stock having an aggregate gross sales price of up to approximately $1.25 billion may be sold (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement allows the Company to lock in a share price on the sale of shares at the time the forward sales agreement is effective, but defer receiving the proceeds from the sale of shares until a later date. ATM forward sales generally have a one year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the forward sale agreement. ATM Forward Contracts During the three months ended March 31, 2020 and 2019 , the Company utilized the forward provisions under the 2019 ATM Program to allow for the sale of up to an aggregate of 2.0 million and 3.6 million shares of its common stock, respectively, at an initial weighted average net price of $35.23 and $31.19 per share, after commissions, respectively. During the three months ended March 31, 2020 , the Company settled all 16.8 million shares previously outstanding under ATM forward contracts at a weighted average net price of $31.38 per share, after commissions, resulting in net proceeds of $528 million . At March 31, 2020 , no shares remained outstanding under ATM forward contracts. At March 31, 2020 , approximately $1.25 billion of the Company’s common stock remained available for sale under the 2020 ATM Program. The Company did no t settle any ATM forward contracts during the three months ended March 31, 2019 . ATM Direct Issuances During the three months ended March 31, 2020 and 2019 , no shares of common stock were issued under the 2019 ATM Program or the 2020 ATM Program, as applicable. Forward Equity Offerings November 2019 Offering. In November 2019, the Company entered into a forward equity sales agreement (the "2019 forward equity sales agreement") to sell an aggregate of 15.6 million shares of its common stock (including shares sold through the exercise of underwriters’ options) at an initial net price of $34.46 per share, after underwriting discounts and commissions, which was subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the agreement. During the year ended December 31, 2019 , no shares were settled under the 2019 forward equity sales agreement. During the three months ended March 31, 2020 , the Company settled all 15.6 million shares under the 2019 forward equity sales agreement at a weighted average net price of $34.18 per share, resulting in net proceeds of $534 million (total net proceeds of $1.06 billion , when aggregated with the net proceeds from settling ATM forward contracts, as discussed above). Therefore, at March 31, 2020 , no shares remained outstanding under the 2019 forward equity sales agreement. December 2018 Offering. In December 2018, the Company entered into a forward equity sales agreement (the “2018 forward equity sales agreement”) to sell an aggregate of 15.3 million shares of its common stock (including shares sold through the exercise of underwriters’ options) at an initial net price of $28.60 per share, after underwriting discounts and commissions. The 2018 forward equity sales agreement had a one year term that expired on December 13, 2019 during which time the Company could settle the forward sales agreement by delivery of physical shares of common stock to the forward seller or, at the Company’s election, settle in cash or net shares. During the three months ended March 31, 2019 , no shares were settled under the 2018 forward equity sales agreement. During the year ended December 31, 2019 , the Company settled all 15.3 million shares under the 2018 forward equity sales agreement at a weighted average net price of $27.66 per share resulting in net proceeds of $422 million . Therefore, at December 31, 2019 , no shares remained outstanding under the 2018 forward equity sales agreement. Accumulated Other Comprehensive Income (Loss) The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): March 31, December 31, Cumulative foreign currency translation adjustment (1) $ — $ (1,023 ) Unrealized gains (losses) on derivatives, net 592 1,314 Supplemental Executive Retirement plan minimum liability and other (3,087 ) (3,148 ) Total accumulated other comprehensive income (loss) $ (2,495 ) $ (2,857 ) _______________________________________ (1) |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method and common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented. Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share. During the three months ended March 31, 2020 and 2019 , the Company utilized the forward sale provisions under the 2019 ATM Program to sell up to an aggregate of 2.0 million and 3.6 million shares of common stock, respectively, with a one year term. During the three months ended March 31, 2020 , the Company settled all 16.8 million shares previously outstanding under ATM forward contracts, leaving no shares outstanding thereunder. The Company did not settle any shares under ATM forward contracts during the three months ended March 31, 2019 . In November 2019, the Company entered into the 2019 forward equity sales agreement to sell an aggregate of 15.6 million shares of its common stock, including shares sold through the exercise of underwriters’ options. During the three months ended March 31, 2020 , the Company settled all 15.6 million shares under the 2019 forward equity sales agreement. Additionally, in December 2018, the Company entered into the 2018 forward equity sales agreement to sell an aggregate of 15.3 million shares of its common stock, including shares sold through the exercise of underwriters’ options. During the three months ended March 31, 2019 , no shares were settled under the 2018 forward equity sales agreement. The Company considered the potential dilution resulting from the forward agreements to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to determine the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. The aggregate effect on the Company’s diluted weighted-average common shares for the three months ended March 31, 2020 and 2019 , was 0.8 million and 1.1 million weighted-average incremental shares, respectively, from the forward equity sales agreements. The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended 2020 2019 Numerator Net income (loss) $ 282,540 $ 64,990 Noncontrolling interests' share in earnings (3,460 ) (3,520 ) Net income (loss) attributable to Healthpeak Properties, Inc. 279,080 61,470 Less: Participating securities' share in earnings (1,616 ) (441 ) Net income (loss) applicable to common shares $ 277,464 $ 61,029 Numerator - Dilutive Net income (loss) applicable to common shares $ 277,464 $ 61,029 Add: distributions on dilutive convertible units and other 2,515 — Dilutive net income (loss) available to common shares $ 279,979 $ 61,029 Denominator Basic weighted average shares outstanding 506,476 477,766 Dilutive potential common shares - equity awards 318 272 Dilutive potential common shares - forward equity agreements (1) 808 1,093 Dilutive potential common shares - DownREIT conversions 7,443 — Diluted weighted average common shares 515,045 479,131 Earnings per common share: Basic $ 0.55 $ 0.13 Diluted $ 0.54 $ 0.13 _______________________________________ (1) For the three months ended March 31, 2020 , represents the dilutive impact of 32 million shares that were settled during the three months then ended. For the three months ended March 31, 2019 , represents the dilutive impact of 19 million shares of common stock under forward sales agreements that had not been settled as of March 31, 2019 . For the three months ended March 31, 2020 , all 7 million DownREIT shares were dilutive. For the three months ended March 31, 2019 , 6 million shares issuable upon conversion of DownREIT units were not included because they are anti-dilutive. Additionally, for the three months ended March 31, 2020 and 2019 , 31 million and 18 million shares of common stock, respectively, issuable pursuant to the settlement of forward equity sales agreements were not included because they are anti-dilutive (see discussion above). For all periods presented in the table above, approximately 1 million |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Segment Disclosures The Company evaluates its business and allocates resources based on its reportable business segments: (i) senior housing triple-net, (ii) SHOP, (iii) CCRC, (iv) life science, and (v) medical office. The Company has non-reportable segments that are comprised primarily of the Company’s hospital properties and debt investments. The accounting policies of the segments are the same as those in Note 2 to the Consolidated Financial Statements in the Company’s 2019 Annual Report on Form 10-K filed with the SEC, as updated by Note 2 herein. During the first quarter of 2020, primarily as a result of: (i) acquiring 100% ownership interest in 13 of 15 CCRCs previously held by a CCRC joint venture (see discussion of the 2019 MTCA with Brookdale in Note 3) and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers began reviewing operating results of CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share on consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and began reporting segment measures inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation. During the three months ended March 31, 2020 and 2019 , 7 and 18 senior housing triple-net facilities, respectively, were transferred to the Company’s SHOP segment as a result of terminating the triple-net leases and transitioning the assets to a RIDEA structure. When an asset is transferred from one segment to another, the results associated with that asset are included in the original segment until the date of transfer. Results generated after the transfer date are included in the new segment. The Company evaluates performance based on property Adjusted NOI. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases and exclusive of interest income), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss) . Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI include the Company’s share of income (loss) from unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) from consolidated joint ventures. Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. Non-segment assets consist of assets in the Company's other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, marketable equity securities, and real estate assets and liabilities held for sale. The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2020 : Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 33,135 $ 170,961 $ 91,780 $ 128,883 $ 145,146 $ 15,245 $ — $ 585,150 Less: Interest income — — — — — (3,688 ) — (3,688 ) Healthpeak's share of unconsolidated joint venture real estate revenues — 25,765 21,647 — 695 86 — 48,193 Noncontrolling interests' share of consolidated joint venture real estate revenues — (538 ) — (52 ) (8,640 ) — — (9,230 ) Operating expenses (506 ) (138,130 ) (156,482 ) (30,201 ) (50,687 ) (7 ) — (376,013 ) Healthpeak's share of unconsolidated joint venture operating expenses — (17,956 ) (18,037 ) — (275 ) 2 — (36,266 ) Noncontrolling interests' share of consolidated joint venture operating expenses — 377 — 17 2,600 — — 2,994 Adjustments to NOI (1) (3,374 ) 531 91,561 (4,280 ) (1,457 ) 461 — 83,442 Adjusted NOI 29,255 41,010 30,469 94,367 87,382 12,099 — 294,582 Plus: Adjustments to NOI (1) 3,374 (531 ) (91,561 ) 4,280 1,457 (461 ) — (83,442 ) Interest income — — — — — 3,688 — 3,688 Interest expense (82 ) (2,855 ) (1,304 ) (63 ) (102 ) — (53,970 ) (58,376 ) Depreciation and amortization (7,160 ) (57,003 ) (20,229 ) (50,211 ) (53,148 ) (1,525 ) — (189,276 ) General and administrative — — — — — — (22,349 ) (22,349 ) Transaction costs — — — — — — (14,848 ) (14,848 ) Impairments and loan loss reserves (recoveries), net (4,670 ) (23,285 ) — — (2,706 ) (8,462 ) — (39,123 ) Gain (loss) on sales of real estate, net 164,043 (1,243 ) — — 2,109 (40 ) — 164,869 Loss on debt extinguishments — — — — — — 833 833 Other income (expense), net — — 170,332 — — 41,707 (1,431 ) 210,608 Income tax benefit (expense) (2) — — — — — — 33,044 33,044 Less: Healthpeak's share of unconsolidated joint venture NOI — (7,809 ) (3,610 ) — (420 ) (88 ) — (11,927 ) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 161 — 35 6,040 — — 6,236 Equity income (loss) from unconsolidated joint ventures — (18,150 ) (1,880 ) — 196 7,855 — (11,979 ) Net income (loss) $ 184,760 $ (69,705 ) $ 82,217 $ 48,408 $ 40,808 $ 54,773 $ (58,721 ) $ 282,540 _______________________________________ (1) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. (2) Income tax benefit (expense) for the quarter ended March 31, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $2.9 million net tax benefit recognized due to changes under the Coronavirus Aid, Relief, and Economic Security (“CARES”) act, which resulted in net operating losses being utilized at a higher income tax rate than previously available. For the three months ended March 31, 2019 : Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 58,831 $ 126,181 $ — $ 94,473 $ 142,195 $ 14,474 $ — $ 436,154 Less: Interest income — — — — — (1,713 ) — (1,713 ) Healthpeak's share of unconsolidated joint venture real estate revenues — 5,649 52,238 — 705 5,532 — 64,124 Noncontrolling interests' share of consolidated joint venture real estate revenues (2 ) (472 ) — (40 ) (8,303 ) — — (8,817 ) Operating expenses (994 ) (96,947 ) — (21,992 ) (48,987 ) (7 ) — (168,927 ) Healthpeak's share of unconsolidated joint venture operating expenses — (4,161 ) (41,377 ) — (275 ) (17 ) — (45,830 ) Noncontrolling interests' share of consolidated joint venture operating expenses — 350 — 13 2,424 — — 2,787 Adjustments to NOI (1) 566 1,182 3,452 (2,479 ) (1,748 ) (279 ) — 694 Adjusted NOI 58,401 31,782 14,313 69,975 86,011 17,990 — 278,472 Plus: Adjustments to NOI (1) (566 ) (1,182 ) (3,452 ) 2,479 1,748 279 — (694 ) Interest income — — — — — 1,713 — 1,713 Interest expense (589 ) (663 ) — (73 ) (111 ) — (47,891 ) (49,327 ) Depreciation and amortization (16,677 ) (24,086 ) — (36,248 ) (53,020 ) (1,920 ) — (131,951 ) General and administrative — — — — — — (21,355 ) (21,355 ) Transaction costs — — — — — — (4,518 ) (4,518 ) Impairments and loan loss reserves (recoveries), net — — — — (8,858 ) — — (8,858 ) Gain (loss) on sales of real estate, net 3,557 4,487 — — — — — 8,044 Other income (expense), net — — — — — — 3,133 3,133 Income tax benefit (expense) — — — — — — 3,458 3,458 Less: Healthpeak's share of unconsolidated joint venture NOI — (1,488 ) (10,861 ) — (430 ) (5,515 ) — (18,294 ) Plus: Noncontrolling interests' share of consolidated joint venture NOI 2 122 — 27 5,879 — — 6,030 Equity income (loss) from unconsolidated joint ventures — (477 ) (2,096 ) — 211 1,499 — (863 ) Net income (loss) $ 44,128 $ 8,495 $ (2,096 ) $ 36,160 $ 31,430 $ 14,046 $ (67,173 ) $ 64,990 _______________________________________ (1) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Segment 2020 2019 Senior housing triple-net $ 33,135 $ 58,831 SHOP 170,961 126,181 CCRC 91,780 — Life science 128,883 94,473 Medical office 145,146 142,195 Other non-reportable segments 15,245 14,474 Total revenues $ 585,150 $ 436,154 See Notes 3, 4, 5, 6, and 7 for significant transactions impacting the Company’s segment assets during the periods presented. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2020 2019 Supplemental cash flow information: Interest paid, net of capitalized interest $ 71,621 $ 53,475 Income taxes paid (refunded) (1,673 ) (769 ) Capitalized interest 6,970 8,369 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 126,185 94,904 Vesting of restricted stock units and conversion of non-managing member units into common stock 1,077 4,341 Liabilities assumed with real estate acquisitions 523,289 — Conversion of DFLs to real estate — 350,540 Net noncash impact from the consolidation of previously unconsolidated joint ventures 323,138 — See Note 3 for a discussion of the impact of the 2019 MTCA with Brookdale on the Company’s consolidated balance sheet and statement of operations. See Note 5 for a discussion related to the conversion of a DFL to real estate. The following table summarizes cash, cash equivalents and restricted cash (in thousands): March 31, 2020 2019 Cash and cash equivalents $ 783,542 $ 120,117 Restricted cash 106,557 26,535 Cash, cash equivalents and restricted cash $ 890,099 $ 146,652 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2020 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities Unconsolidated Variable Interest Entities At March 31, 2020 , the Company had investments in: (i) two properties leased to VIE tenants, (ii) five unconsolidated VIE joint ventures, (iii) marketable debt securities of one VIE, and (iv) one loan to a VIE borrower. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (CCRC OpCo, development investments, Waldwick JV, and the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments. VIE Tenant. The Company leases two properties to one tenant that has been identified as a VIE (“VIE tenant”). The VIE tenant is a “thinly capitalized” entity that relies on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under its leases. CCRC OpCo. The Company holds a 49% ownership interest in CCRC OpCo, a joint venture entity formed in August 2014 that operates senior housing properties in a RIDEA structure and has been identified as a VIE. The equity members of CCRC OpCo “lack power” because they share certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consist of operating lease obligations to CCRC PropCo, debt service payments, capital expenditures, accounts payable, and expense accruals. Assets generated by the CCRC operations (primarily rents from CCRC residents) of CCRC OpCo may only be used to settle its contractual obligations (primarily from debt service payments, capital expenditures, and rental costs and operating expenses incurred to manage such facilities). Refer to Note 3 for additional discussion related to transactions impacting the CCRC OpCo. Waldwick Development JV. The Company holds an 85% ownership interest in a joint venture (the “Waldwick JV”), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of the joint venture primarily consist of a senior housing facility that it owns and cash and cash equivalents; its obligations primarily consist of capital expenditures, accounts payable, and expense accruals. Any assets generated by the joint venture may only be used to settle its contractual obligations (primarily capital expenditures and rental costs and operating expenses incurred to manage such facilities). LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments). Development Investments. The Company holds investments (consisting of mezzanine debt and/or preferred equity) in two senior housing development joint ventures. The joint ventures are also capitalized by senior loans from a third party and equity from the third party managing-member, but are considered to be “thinly capitalized” as there is insufficient equity investment at risk. Debt Securities Investment. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. Seller Financing Loan. The Company provided seller financing of $10 million related to its sale of seven senior housing triple-net facilities. The financing was provided in the form of a secured five –year mezzanine loan to a “thinly capitalized” borrower created to acquire the facilities. The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2020 was as follows (in thousands): VIE Type Asset/Liability Type Maximum Loss Exposure and Carrying Amount (1) VIE tenant - operating leases (2) Lease intangibles, net and straight-line rent receivables $ 1,379 CCRC OpCo Investments in unconsolidated joint ventures — Unconsolidated development joint ventures Loans receivable, net and Investments in unconsolidated joint ventures 27,476 Loan - seller financing Loans receivable, net 9,750 CMBS and LLC investment Marketable debt and LLC investment 35,037 _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default. As of March 31, 2020 , the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 3, 4, 5, 6, and 7 for additional descriptions of the nature, purpose, and operating activities of the Company’s unconsolidated VIEs and interests therein. Consolidated Variable Interest Entities The Company’s consolidated total assets and total liabilities at March 31, 2020 and December 31, 2019 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company . Total assets and total liabilities include VIE assets and liabilities as follows (in thousands): March 31, 2020 December 31, 2019 Assets Buildings and improvements $ 2,983,887 $ 3,236,105 Development costs and construction in progress 90,536 67,285 Land 447,758 526,576 Accumulated depreciation and amortization (594,085 ) (568,574 ) Net real estate 2,928,096 3,261,392 Accounts receivable, net 10,884 11,986 Cash and cash equivalents 44,880 47,027 Restricted cash 13,631 13,596 Intangible assets, net 159,272 206,840 Right-of-use asset, net 92,225 92,664 Other assets, net 60,343 52,124 Total assets $ 3,309,331 $ 3,685,629 Liabilities Mortgage debt 218,027 218,767 Intangible liabilities, net 19,221 39,545 Lease liability 91,078 90,875 Accounts payable, accrued liabilities, and other liabilities 114,350 122,832 Deferred revenue 91,845 96,985 Total liabilities $ 534,521 $ 569,004 Ventures V, LLC . The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures). Watertown JV . The Company holds a 95% ownership interest in and is the managing member of joint venture entities formed in November 2017 that own and operate a senior housing property in a RIDEA structure (“Watertown JV”). Watertown PropCo is a VIE as the Company and the non-managing member share in control of the entity, but substantially all of the entity's activities are performed on behalf of the Company. Watertown OpCo is a VIE as the non-managing member, through its equity interest, lacks substantive participation rights in the management of Watertown OpCo or kick-out rights over the managing member. The Company consolidates Watertown PropCo and Watertown OpCo as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of Watertown PropCo primarily consist of a leased property (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of notes payable to a non-VIE consolidated subsidiary of the Company. The assets of Watertown OpCo primarily consist of leasehold interests in a senior housing facility (operating lease), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to Watertown PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the Watertown structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities, and debt costs). Life Science JVs . The Company holds a 99% ownership interest in multiple joint venture entities that own and lease life science assets (the “Life Science JVs”). The Life Science JVs are VIEs as the members share in control of the entities, but substantially all of the activities are performed on behalf of the Company. The Company consolidates the Life Science JVs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Life Science JVs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Life Science JVs may only be used to settle their contractual obligations (primarily from capital expenditures). MSREI MOB JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures). Consolidated Lessees. The Company leases two senior housing properties to a lessee entity under a cash flow lease through which the Company receives monthly rent equal to the residual cash flows of the property. The lessee entity is classified as a VIE as it is a "thinly capitalized" entity. The Company consolidates the lessee entity as it has the ability to control the activities that most significantly impact the economic performance of the lessee entity. The lessee entity’s assets primarily consist of leasehold interests in a senior housing facility (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to the Company and operating expenses of the senior housing facility (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities, and debt costs). DownREITs . The Company holds a controlling ownership interest in and is the managing member of seven limited liability companies (“DownREITs”). The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other consolidated VIEs. The Company made a loan to an entity that entered into a tax credit structure (“Tax Credit Subsidiary”) and a loan to an entity that made an investment in a development joint venture (“Development JV”) both of which are considered VIEs. The Company consolidates the Tax Credit Subsidiary and Development JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIEs’ economic performance. The assets and liabilities of the Tax Credit Subsidiary and Development JV substantially consist of a development in progress, notes receivable, prepaid expenses, notes payable, and accounts payable and accrued liabilities generated from their operating activities. Any assets generated by the operating activities of the Tax Credit Subsidiary and Development JV may only be used to settle their contractual obligations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are immaterial at March 31, 2020 . The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): March 31, 2020 (3) December 31, 2019 (3) Carrying Value Fair Value Carrying Value Fair Value Loans receivable, net (2) $ 220,652 $ 216,624 $ 190,579 $ 190,579 Marketable debt securities (2) 19,902 19,902 19,756 19,756 Bank line of credit and commercial paper (2) — — 93,000 93,000 Term loan (2) 249,002 249,002 248,942 248,942 Senior unsecured notes (1) 5,650,053 5,835,325 5,647,993 6,076,150 Mortgage debt (2) 490,049 470,521 276,907 280,373 Interest-rate swap liabilities (2) 252 252 553 553 _______________________________________ (1) Level 1: Fair value calculated based on quoted prices in active markets. (2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating. (3) During the three months ended March 31, 2020 and year ended December 31, 2019 , there were no material transfers of financial assets or liabilities within the fair value hierarchy. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The following table summarizes the Company’s outstanding swap contracts as of March 31, 2020 (dollars in thousands): Date Entered Maturity Date Hedge Designation Notional Pay Rate Receive Rate Fair Value (1) Interest rate: July 2005 (2) July 2020 Cash Flow $ 42,000 3.82% BMA Swap Index $ (252 ) ______________________________________ (1) Derivative liabilities are recorded in accounts payable, accrued liabilities, and other liabilities in the consolidated balance sheets. (2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. Assuming a one percentage point shift in the underlying interest rate curve, the estimated change in fair value of each of the underlying derivative instruments would not exceed $1 million . Concurrent with the sale of its remaining interest in the U.K. JV in December 2019 (see Note 7), the Company paid-off the remainder of its GBP-denominated borrowings under the Revolving Facility and terminated its previously-designated net investment hedge. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak caused by COVID-19 to be a global pandemic. While COVID-19 continues to evolve daily and its ultimate outcome is uncertain, it has caused significant disruption to individuals, governments, financial markets, and businesses, including the Company. In response to the COVID-19 pandemic, local, state and federal agencies have instituted stay-at-home or shelter-in-place orders, which resulted in closure of many businesses deemed to be non-essential. These health and safety measures, which may remain in place for a significant amount of time, are placing a substantial strain on the business operations of many of the Company’s tenants, operators, and borrowers. The Company evaluated the impacts of COVID-19 on its business thus far and incorporated, wherever possible, information concerning the impact of COVID-19 into its assessments of liquidity, impairments, and collectibility from tenants and borrowers as of March 31, 2020 . Subsequent to March 31, 2020 , the Company has agreed to defer rent for May and June 2020 from certain tenants in the MOB segment, with the requirement that all deferred rent is repaid by the end of 2020. Additionally, the Company has received rent relief requests from certain tenants, which we are assessing on a tenant-by-tenant basis, but at this time has not agreed to grant any such relief. The extent of the impact of the COVID-19 pandemic on the Company’s business and financial results will depend on future developments, including the duration, severity, and spread of the pandemic, health and safety actions taken to contain its spread, any possible resurgence of COVID-19 that may occur after the initial outbreak subsides, and how quickly and to what extent normal economic and operating conditions can resume within the markets in which the Company operates, each of which are highly uncertain at this time and outside of the Company’s control. At this time, the Company is unable to estimate the impact of this event on its operations or future financial results. The Post Acquisition As discussed in Note 4, in January 2020, the Company entered into definitive agreements to acquire a life science campus in Waltham, Massachusetts for $320 million . The Company made a $20 million nonrefundable deposit upon completing due diligence in January 2020 and closed the acquisition in April 2020. Dispositions of Real Estate In April 2020, the Company sold one SHOP asset for $12 million . Additionally, in April 2020, one of the Company’s tenants exercised its option to acquire three MOBs in San Diego, California for $106 million . The Company received a $5 million nonrefundable deposit in May 2020. The sale is scheduled to close during the second quarter of 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 . The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 (codified under Accounting Standards Codification (“ASC”) 842, Leases ) amends the previous accounting for leases to: (i) require lessees to put most leases on their balance sheets (not required for short-term leases with lease terms of 12 months or less), but continue recognizing expenses on their income statements in a manner similar to requirements under prior accounting guidance, (ii) eliminate real estate specific lease provisions, and (iii) modify the classification criteria and accounting for sales-type leases for lessors. Additionally, ASU 2016-02 provides a practical expedient, which the Company elected, that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement, (ii) lease classification related to expired or existing lease arrangements, or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs. As a result of adopting ASU 2016-02 on January 1, 2019 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $1 million as of January 1, 2019. Under ASU 2016-02, the Company began capitalizing fewer costs related to the drafting and negotiation of its lease agreements. Additionally, the Company began recognizing all of its significant operating leases for which it is the lessee, including corporate office leases, equipment leases, and ground leases, on its consolidated balance sheets as a lease liability and corresponding right-of-use asset. As such, the Company recognized a lease liability of $153 million and right-of-use asset of $166 million on January 1, 2019. The aggregate lease liability is calculated as the present value of minimum lease payments, discounted using a rate that approximates the Company’s secured incremental borrowing rate, adjusted for the noncancelable term of each lease. The right-of-use asset is calculated as the aggregate lease liability, adjusted for the existing accrued straight-line rent liability balance of $20 million and net unamortized above/below market ground lease intangible assets of $33 million . Other. E ffective January 1, 2019, the Company adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). The amendments in ASU 2017-12 expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. For cash flow and net investment hedges existing at the date of adoption, the Company adopted the amendments in ASU 2017-12 using the modified retrospective approach. For amendments impacting presentation and disclosure, the Company adopted ASU 2017-12 using a prospective approach. The adoption of ASU 2017-12 did not have a material impact to the Company’s consolidated financial position, results of operations, cash flows, or disclosures. Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. As a result of adopting ASU 2016-13 on January 1, 2020 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $2 million as of January 1, 2020. Under ASU 2016-13, the Company began using a loss model that relies on future expected credit losses, rather than incurred losses, as was required under historical U.S. GAAP. Under the new model, the Company is required to recognize future credit losses expected to be incurred over the life of its financing receivables, including loans receivable, direct financing leases (“DFLs”), and certain accounts receivable, at inception of those instruments. The model emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model continues to be applied on an individual basis and rely on counter-party specific information to ensure the most accurate estimate is recognized. The Company will reassess its reserves on financing receivables at each balance sheet date to determine if an adjustment to the previous reserve is necessary. Not Yet Adopted Accounting for Lease Concessions Related to COVID-19. In April 2020, the FASB staff issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the coronavirus pandemic (“COVID-19”). Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). Under the lease modification framework, rent abatements would be recognized evenly over the remaining lease term, while abatements accounted for outside of the lease modification framework would be recognized as a reduction in revenue in during the abatement period (i.e., the Company would recognize revenue equal to cash received during the concession period). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. During the three months ended March 31, 2020 , the Company did not provide any lease concessions as a result of COVID-19 and as such, has not yet had to make an election. The future impact of the Lease Modification Q&A is dependent upon the nature and extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of granting such concessions. |
Segment Reporting | Segment Reporting The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) senior housing triple-net, (ii) SHOP, (iii) CCRC, (iv) life science, and (v) medical office. In January 2020, primarily as a result of: (i) consolidating 13 of 15 CCRCs previously held by a CCRC joint venture (see discussion of the Brookdale 2019 Master Transaction and Cooperation Agreement in Note 3) and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers (“CODMs”) began reviewing operating results of CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share of consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and segment measures inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases, Capital [Abstract] | |
Schedule of Company's Lease Income | The following table summarizes the Company’s lease income (dollars in thousands): Three Months Ended 2020 2019 Fixed income from operating leases $ 253,859 $ 237,223 Variable income from operating leases 60,829 56,999 Interest income from direct financing leases 3,269 13,524 |
Schedule of Components of Net Investment in DFLs | Net investment in DFLs consists of the following (dollars in thousands): March 31, December 31, Present value of minimum lease payments receivable $ 16,255 $ 19,138 Present value of estimated residual value 44,706 84,604 Less deferred selling profits (16,255 ) (19,138 ) Net investment in direct financing leases before allowance 44,706 84,604 Allowance for direct financing lease losses — — Net investment in direct financing leases $ 44,706 $ 84,604 Properties subject to direct financing leases 1 2 |
Summary of the Company's Internal Ratings for DFLs | The following table summarizes the Company’s internal ratings for DFLs at March 31, 2020 (dollars in thousands): Carrying Amount Percentage of DFL Portfolio Internal Ratings Segment Performing DFLs Watch List DFLs Workout DFLs Other non-reportable segments $ 44,706 100 $ 44,706 — — $ 44,706 100 $ 44,706 $ — $ — The following table summarizes, by year of origination, the Company’s internal ratings for loans receivables as of March 31, 2020 (dollars in thousands): Investment Type Year of Origination Total 2020 2019 2018 2017 2016 Secured mortgage loans Risk rating: Performing loans $ — $ 55,955 $ — $ 108,484 $ — $ 164,439 Watch list loans — — — — — — Workout loans — — — — — — Total secured mortgage loans $ — $ 55,955 $ — $ 108,484 $ — $ 164,439 Mezzanine and other Risk rating: Performing loans $ 2,901 $ 36,114 $ — $ 8,896 $ 8,302 $ 56,213 Watch list loans — — — — — — Workout loans — — — — — — Total mezzanine and other $ 2,901 $ 36,114 $ — $ 8,896 $ 8,302 $ 56,213 |
Loans Receivable (Tables)
Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | The following table summarizes the Company’s loans receivable (in thousands): March 31, 2020 December 31, 2019 Secured mortgage loans (1) $ 169,176 $ 161,964 Mezzanine and other 59,998 27,752 Unamortized discounts, fees, and costs 792 863 Reserve for loan losses (9,314 ) — $ 220,652 $ 190,579 _______________________________________ (1) At March 31, 2020 , the Company had $16 million remaining of commitments to fund $174 million of senior housing development projects. At December 31, 2019 , the Company had $25 million remaining of commitments to fund $174 million of senior housing development projects. |
Financing Receivable Credit Quality Indicators and by Year of Origination | The following table summarizes the Company’s internal ratings for DFLs at March 31, 2020 (dollars in thousands): Carrying Amount Percentage of DFL Portfolio Internal Ratings Segment Performing DFLs Watch List DFLs Workout DFLs Other non-reportable segments $ 44,706 100 $ 44,706 — — $ 44,706 100 $ 44,706 $ — $ — The following table summarizes, by year of origination, the Company’s internal ratings for loans receivables as of March 31, 2020 (dollars in thousands): Investment Type Year of Origination Total 2020 2019 2018 2017 2016 Secured mortgage loans Risk rating: Performing loans $ — $ 55,955 $ — $ 108,484 $ — $ 164,439 Watch list loans — — — — — — Workout loans — — — — — — Total secured mortgage loans $ — $ 55,955 $ — $ 108,484 $ — $ 164,439 Mezzanine and other Risk rating: Performing loans $ 2,901 $ 36,114 $ — $ 8,896 $ 8,302 $ 56,213 Watch list loans — — — — — — Workout loans — — — — — — Total mezzanine and other $ 2,901 $ 36,114 $ — $ 8,896 $ 8,302 $ 56,213 |
Financing Receivable, Allowance for Credit Loss | The following table summarizes the Company’s reserve for loan losses at March 31, 2020 (in thousands): March 31, 2020 Secured Mortgage Loans Mezzanine and Other Total Reserve for loan losses, January 1, 2020 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings 513 907 1,420 Provision for expected loan losses 4,224 3,670 7,894 Reserve for loan losses, March 31, 2020 $ 4,737 $ 4,577 $ 9,314 |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands): Carrying Amount March 31, December 31, Entity (1) Segment Property Count (2) Ownership % (2) 2020 2019 SWF SH JV (3) SHOP 19 54 $ 411,057 $ 428,258 MBK JV SHOP 5 50 32,821 33,415 Other SHOP JVs (4) SHOP 4 50 - 90 16,843 17,719 Medical Office JVs (5) MOB 3 20 - 67 9,809 9,845 Other JVs (6) Other — 41 - 47 9,370 10,372 CCRC JV (7) CCRC 2 49 — 325,830 Advances to unconsolidated joint ventures, net — 76 $ 479,900 $ 825,515 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Property count and ownership percentage are as of March 31, 2020. (3) In December 2019, the Company formed the SWF SH JV with a sovereign wealth fund. See Note 4 for discussion of the formation of the SWF SH JV. (4) In June 2019, the Company acquired the outstanding equity interests in, and began consolidating, the Vintage Park JV (see Note 4). Remaining unconsolidated SHOP joint ventures (and the Company’s ownership percentage) include: (i) Waldwick JV ( 85% ); (ii) Otay Ranch JV ( 90% ); and (iii) MBK Development JV ( 50% ). (5) Includes three unconsolidated medical office joint ventures (and the Company’s ownership percentage): (i) Ventures IV ( 20% ); (ii) Ventures III ( 30% ); and (iii) Suburban Properties, LLC ( 67% ). (6) Unconsolidated other joint ventures (and the Company’s ownership percentage) include: (i) Discovery Naples JV ( 41% ) and (ii) Discovery Sarasota JV ( 47% ). The Discovery Naples JV and Discovery Sarasota JV are joint ventures that are developing senior housing facilities and the Company’s investments in those joint ventures are preferred equity investments earning a 10% per annum fixed-rate return. In January 2020, the Company sold its interest in the remaining K&Y joint venture for $ 12 million . At December 31, 2019 , K&Y joint venture includes an ownership percentage of 80% and one unconsolidated joint venture. In October 2019, the Company sold its interest in one of the K&Y joint ventures for $4 million . (7) See Note 3 for discussion of the 2019 MTCA with Brookdale, including the acquisition of Brookdale’s interest in 13 of the 15 communities in the CCRC JV in January 2020. |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Intangibles | |
Schedule of Intangible Lease Assets | The following table summarizes the Company’s intangible lease assets (in thousands): Intangible lease assets March 31, December 31, Gross intangible lease assets $ 887,516 $ 615,538 Accumulated depreciation and amortization (337,168 ) (283,845 ) Intangible assets, net $ 550,348 $ 331,693 |
Schedule of Intangible Lease Liabilities | The following table summarizes the Company’s intangible lease liabilities (in thousands): Intangible lease liabilities March 31, December 31, Gross intangible lease liabilities $ 113,213 $ 113,213 Accumulated depreciation and amortization (41,076 ) (38,222 ) Intangible liabilities, net $ 72,137 $ 74,991 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Issuances | During the three months ended March 31, 2020 and 2019 , the Company had no senior unsecured note issuances or payoffs. The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2019 (dollars in thousands): Date Amount Coupon Rate Maturity Date November 21, 2019 $ 750,000 3.000 % 2030 July 5, 2019 $ 650,000 3.250 % 2026 July 5, 2019 $ 650,000 3.500 % 2029 The following table summarizes the Company’s senior unsecured notes payoffs during the year ended December 31, 2019 (dollars in thousands): Date Amount Coupon Rate Maturity Date November 21, 2019 (1) $ 350,000 4.000 % 2022 July 22, 2019 (2) $ 800,000 2.625 % 2020 July 8, 2019 (2) $ 250,000 4.000 % 2022 July 8, 2019 (2) $ 250,000 4.250 % 2023 _______________________________________ (1) The Company recognized a $22 million loss on debt extinguishment related to the repurchase of senior notes. (2) Upon completing the redemption of the 2.625% senior unsecured notes due February 2020 and repurchasing a portion of the 4.250% senior unsecured notes due 2023 and the 4.000% senior unsecured notes due 2022, the Company recognized a $35 million loss on debt extinguishment. |
Summary of Debt Maturities and Schedule Principal Repayments | The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2020 (in thousands): Year Bank Line of Credit Commercial Paper Term Loan Senior Unsecured Notes (1) Mortgage Debt (2) Total 2020 (nine months) $ — $ — $ — $ — $ 6,202 $ 6,202 2021 — — — — 16,165 16,165 2022 — — — 300,000 8,417 308,417 2023 — — — 550,000 93,609 643,609 2024 — — 250,000 1,150,000 6,939 1,406,939 Thereafter — — — 3,700,000 340,925 4,040,925 — — 250,000 5,700,000 472,257 6,422,257 (Discounts), premium and debt costs, net — — (998 ) (49,947 ) 17,792 (33,153 ) — — 249,002 5,650,053 490,049 6,389,104 Debt on assets held for sale (3) — — — — 27,837 27,837 $ — $ — $ 249,002 $ 5,650,053 $ 517,886 $ 6,416,941 _______________________________________ (1) Effective interest rates on the senior notes range from 3.14% to 6.87% with a weighted average effective interest rate of 3.94% and a weighted average maturity of 7 years . (2) Excluding mortgage debt on assets held for sale, effective interest rates on the mortgage debt range from 2.16% to 5.91% with a weighted average effective interest rate of 3.91% and a weighted average maturity of 9 years . (3) Represents mortgage debt on assets held for sale with an interest rate of 3.45% and maturity in 2044. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other comprehensive Loss | The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): March 31, December 31, Cumulative foreign currency translation adjustment (1) $ — $ (1,023 ) Unrealized gains (losses) on derivatives, net 592 1,314 Supplemental Executive Retirement plan minimum liability and other (3,087 ) (3,148 ) Total accumulated other comprehensive income (loss) $ (2,495 ) $ (2,857 ) _______________________________________ (1) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Share | The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended 2020 2019 Numerator Net income (loss) $ 282,540 $ 64,990 Noncontrolling interests' share in earnings (3,460 ) (3,520 ) Net income (loss) attributable to Healthpeak Properties, Inc. 279,080 61,470 Less: Participating securities' share in earnings (1,616 ) (441 ) Net income (loss) applicable to common shares $ 277,464 $ 61,029 Numerator - Dilutive Net income (loss) applicable to common shares $ 277,464 $ 61,029 Add: distributions on dilutive convertible units and other 2,515 — Dilutive net income (loss) available to common shares $ 279,979 $ 61,029 Denominator Basic weighted average shares outstanding 506,476 477,766 Dilutive potential common shares - equity awards 318 272 Dilutive potential common shares - forward equity agreements (1) 808 1,093 Dilutive potential common shares - DownREIT conversions 7,443 — Diluted weighted average common shares 515,045 479,131 Earnings per common share: Basic $ 0.55 $ 0.13 Diluted $ 0.54 $ 0.13 _______________________________________ (1) For the three months ended March 31, 2020 , represents the dilutive impact of 32 million shares that were settled during the three months then ended. For the three months ended March 31, 2019 , represents the dilutive impact of 19 million shares of common stock under forward sales agreements that had not been settled as of March 31, 2019 . |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Financial Information of Reportable Segments | The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2020 : Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 33,135 $ 170,961 $ 91,780 $ 128,883 $ 145,146 $ 15,245 $ — $ 585,150 Less: Interest income — — — — — (3,688 ) — (3,688 ) Healthpeak's share of unconsolidated joint venture real estate revenues — 25,765 21,647 — 695 86 — 48,193 Noncontrolling interests' share of consolidated joint venture real estate revenues — (538 ) — (52 ) (8,640 ) — — (9,230 ) Operating expenses (506 ) (138,130 ) (156,482 ) (30,201 ) (50,687 ) (7 ) — (376,013 ) Healthpeak's share of unconsolidated joint venture operating expenses — (17,956 ) (18,037 ) — (275 ) 2 — (36,266 ) Noncontrolling interests' share of consolidated joint venture operating expenses — 377 — 17 2,600 — — 2,994 Adjustments to NOI (1) (3,374 ) 531 91,561 (4,280 ) (1,457 ) 461 — 83,442 Adjusted NOI 29,255 41,010 30,469 94,367 87,382 12,099 — 294,582 Plus: Adjustments to NOI (1) 3,374 (531 ) (91,561 ) 4,280 1,457 (461 ) — (83,442 ) Interest income — — — — — 3,688 — 3,688 Interest expense (82 ) (2,855 ) (1,304 ) (63 ) (102 ) — (53,970 ) (58,376 ) Depreciation and amortization (7,160 ) (57,003 ) (20,229 ) (50,211 ) (53,148 ) (1,525 ) — (189,276 ) General and administrative — — — — — — (22,349 ) (22,349 ) Transaction costs — — — — — — (14,848 ) (14,848 ) Impairments and loan loss reserves (recoveries), net (4,670 ) (23,285 ) — — (2,706 ) (8,462 ) — (39,123 ) Gain (loss) on sales of real estate, net 164,043 (1,243 ) — — 2,109 (40 ) — 164,869 Loss on debt extinguishments — — — — — — 833 833 Other income (expense), net — — 170,332 — — 41,707 (1,431 ) 210,608 Income tax benefit (expense) (2) — — — — — — 33,044 33,044 Less: Healthpeak's share of unconsolidated joint venture NOI — (7,809 ) (3,610 ) — (420 ) (88 ) — (11,927 ) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 161 — 35 6,040 — — 6,236 Equity income (loss) from unconsolidated joint ventures — (18,150 ) (1,880 ) — 196 7,855 — (11,979 ) Net income (loss) $ 184,760 $ (69,705 ) $ 82,217 $ 48,408 $ 40,808 $ 54,773 $ (58,721 ) $ 282,540 _______________________________________ (1) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. (2) Income tax benefit (expense) for the quarter ended March 31, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $2.9 million net tax benefit recognized due to changes under the Coronavirus Aid, Relief, and Economic Security (“CARES”) act, which resulted in net operating losses being utilized at a higher income tax rate than previously available. For the three months ended March 31, 2019 : Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 58,831 $ 126,181 $ — $ 94,473 $ 142,195 $ 14,474 $ — $ 436,154 Less: Interest income — — — — — (1,713 ) — (1,713 ) Healthpeak's share of unconsolidated joint venture real estate revenues — 5,649 52,238 — 705 5,532 — 64,124 Noncontrolling interests' share of consolidated joint venture real estate revenues (2 ) (472 ) — (40 ) (8,303 ) — — (8,817 ) Operating expenses (994 ) (96,947 ) — (21,992 ) (48,987 ) (7 ) — (168,927 ) Healthpeak's share of unconsolidated joint venture operating expenses — (4,161 ) (41,377 ) — (275 ) (17 ) — (45,830 ) Noncontrolling interests' share of consolidated joint venture operating expenses — 350 — 13 2,424 — — 2,787 Adjustments to NOI (1) 566 1,182 3,452 (2,479 ) (1,748 ) (279 ) — 694 Adjusted NOI 58,401 31,782 14,313 69,975 86,011 17,990 — 278,472 Plus: Adjustments to NOI (1) (566 ) (1,182 ) (3,452 ) 2,479 1,748 279 — (694 ) Interest income — — — — — 1,713 — 1,713 Interest expense (589 ) (663 ) — (73 ) (111 ) — (47,891 ) (49,327 ) Depreciation and amortization (16,677 ) (24,086 ) — (36,248 ) (53,020 ) (1,920 ) — (131,951 ) General and administrative — — — — — — (21,355 ) (21,355 ) Transaction costs — — — — — — (4,518 ) (4,518 ) Impairments and loan loss reserves (recoveries), net — — — — (8,858 ) — — (8,858 ) Gain (loss) on sales of real estate, net 3,557 4,487 — — — — — 8,044 Other income (expense), net — — — — — — 3,133 3,133 Income tax benefit (expense) — — — — — — 3,458 3,458 Less: Healthpeak's share of unconsolidated joint venture NOI — (1,488 ) (10,861 ) — (430 ) (5,515 ) — (18,294 ) Plus: Noncontrolling interests' share of consolidated joint venture NOI 2 122 — 27 5,879 — — 6,030 Equity income (loss) from unconsolidated joint ventures — (477 ) (2,096 ) — 211 1,499 — (863 ) Net income (loss) $ 44,128 $ 8,495 $ (2,096 ) $ 36,160 $ 31,430 $ 14,046 $ (67,173 ) $ 64,990 _______________________________________ (1) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. |
Reconciliation of Company's Revenues by Segment | The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Segment 2020 2019 Senior housing triple-net $ 33,135 $ 58,831 SHOP 170,961 126,181 CCRC 91,780 — Life science 128,883 94,473 Medical office 145,146 142,195 Other non-reportable segments 15,245 14,474 Total revenues $ 585,150 $ 436,154 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2020 2019 Supplemental cash flow information: Interest paid, net of capitalized interest $ 71,621 $ 53,475 Income taxes paid (refunded) (1,673 ) (769 ) Capitalized interest 6,970 8,369 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 126,185 94,904 Vesting of restricted stock units and conversion of non-managing member units into common stock 1,077 4,341 Liabilities assumed with real estate acquisitions 523,289 — Conversion of DFLs to real estate — 350,540 Net noncash impact from the consolidation of previously unconsolidated joint ventures 323,138 — |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table summarizes cash, cash equivalents and restricted cash (in thousands): March 31, 2020 2019 Cash and cash equivalents $ 783,542 $ 120,117 Restricted cash 106,557 26,535 Cash, cash equivalents and restricted cash $ 890,099 $ 146,652 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2020 was as follows (in thousands): VIE Type Asset/Liability Type Maximum Loss Exposure and Carrying Amount (1) VIE tenant - operating leases (2) Lease intangibles, net and straight-line rent receivables $ 1,379 CCRC OpCo Investments in unconsolidated joint ventures — Unconsolidated development joint ventures Loans receivable, net and Investments in unconsolidated joint ventures 27,476 Loan - seller financing Loans receivable, net 9,750 CMBS and LLC investment Marketable debt and LLC investment 35,037 _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default. |
Consolidated Assets and Liabilities of Variable Interest Entities | Total assets and total liabilities include VIE assets and liabilities as follows (in thousands): March 31, 2020 December 31, 2019 Assets Buildings and improvements $ 2,983,887 $ 3,236,105 Development costs and construction in progress 90,536 67,285 Land 447,758 526,576 Accumulated depreciation and amortization (594,085 ) (568,574 ) Net real estate 2,928,096 3,261,392 Accounts receivable, net 10,884 11,986 Cash and cash equivalents 44,880 47,027 Restricted cash 13,631 13,596 Intangible assets, net 159,272 206,840 Right-of-use asset, net 92,225 92,664 Other assets, net 60,343 52,124 Total assets $ 3,309,331 $ 3,685,629 Liabilities Mortgage debt 218,027 218,767 Intangible liabilities, net 19,221 39,545 Lease liability 91,078 90,875 Accounts payable, accrued liabilities, and other liabilities 114,350 122,832 Deferred revenue 91,845 96,985 Total liabilities $ 534,521 $ 569,004 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Summary of Carry Amounts and Fair Value of Financial Instruments | The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): March 31, 2020 (3) December 31, 2019 (3) Carrying Value Fair Value Carrying Value Fair Value Loans receivable, net (2) $ 220,652 $ 216,624 $ 190,579 $ 190,579 Marketable debt securities (2) 19,902 19,902 19,756 19,756 Bank line of credit and commercial paper (2) — — 93,000 93,000 Term loan (2) 249,002 249,002 248,942 248,942 Senior unsecured notes (1) 5,650,053 5,835,325 5,647,993 6,076,150 Mortgage debt (2) 490,049 470,521 276,907 280,373 Interest-rate swap liabilities (2) 252 252 553 553 _______________________________________ (1) Level 1: Fair value calculated based on quoted prices in active markets. (2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating. (3) During the three months ended March 31, 2020 and year ended December 31, 2019 , there were no material transfers of financial assets or liabilities within the fair value hierarchy. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the Company’s outstanding swap contracts as of March 31, 2020 (dollars in thousands): Date Entered Maturity Date Hedge Designation Notional Pay Rate Receive Rate Fair Value (1) Interest rate: July 2005 (2) July 2020 Cash Flow $ 42,000 3.82% BMA Swap Index $ (252 ) ______________________________________ (1) Derivative liabilities are recorded in accounts payable, accrued liabilities, and other liabilities in the consolidated balance sheets. (2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | Mar. 31, 2020USD ($)property | Jan. 31, 2020property | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019property | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | [2] | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Cumulative effect of new accounting principle | $ (1,524) | [1] | $ 590 | |||||||
Present value of lease liabilities | $ 156,808 | 156,611 | ||||||||
Right-of-use asset | 171,843 | 172,486 | ||||||||
Unamortized lease intangibles | (550,348) | (331,693) | ||||||||
Loans receivable, reserve | $ 9,314 | 0 | ||||||||
ASU 2016-02 | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Present value of lease liabilities | $ 153,000 | |||||||||
Right-of-use asset | 166,000 | |||||||||
Accrued straight-line rent liability | 20,000 | |||||||||
Unamortized lease intangibles | 33,000 | |||||||||
ASU 2016-13 | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Cumulative effect of new accounting principle | $ 2,000 | |||||||||
Cumulative Dividends In Excess Of Earnings | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Cumulative effect of new accounting principle | $ (1,524) | [1] | $ 1,000 | [1] | $ 590 | |||||
CCRC JV | Brookedale MTCA | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 15 | |||||||||
Other non-reportable segments | Assets Leased to Others | CCRC JV | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 15 | 15 | ||||||||
Other non-reportable segments | Assets Leased to Others | CCRC JV | Brookedale MTCA | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 13 | |||||||||
SHOP | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of deconsolidating assets | property | 19 | |||||||||
[1] | On January 1, 2020, the Company adopted a series of Accounting Standards Updates (“ASUs”) related to accounting for credit losses and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption. | |||||||||
[2] | On January 1, 2019, the Company adopted a series of ASUs related to accounting for leases and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption. |
Master Transactions and Coope_2
Master Transactions and Cooperation Agreement with Brookdale (Details) $ in Thousands | Jan. 31, 2020USD ($)propertylease | Jan. 31, 2020USD ($)property | Oct. 31, 2019property | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 30, 2017USD ($)propertyfacility | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property | Apr. 30, 2020property | Jan. 01, 2018USD ($)property |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Long-term debt | $ | $ 6,416,941 | |||||||||||
Payment to acquired noncontrolling interest | $ | $ 63,000 | $ 32,000 | ||||||||||
Loss (gain) upon change of control, net | $ | 167,434 | $ 0 | ||||||||||
Gain (loss) on sales of real estate, net | $ | $ 164,869 | $ 8,044 | ||||||||||
RIDEA Facilities | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Ownership percentage (as a percent) | 90.00% | |||||||||||
Assets Leased to Others | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets transitioned | 37 | |||||||||||
Assets Leased to Others | RIDEA Facilities | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | facility | 58 | |||||||||||
Other non-reportable segments | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets to be sold | 2 | |||||||||||
Other non-reportable segments | Assets Leased to Others | CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | 15 | 15 | 15 | |||||||||
Senior housing triple-net | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets to be sold | 18 | 2 | 2 | |||||||||
Senior housing triple-net | Assets Leased to Others | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | 43 | 78 | ||||||||||
Disposition of properties, available for sale | 32 | |||||||||||
Reduction in rent | $ | $ 5,000 | |||||||||||
Number of properties with rent concessions | 3 | |||||||||||
Total consideration for disposition of real estate | $ | $ 35,000 | |||||||||||
Number of assets transitioned | 17 | |||||||||||
Senior housing triple-net | Assets Leased to Others | Brookedale MTCA | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of properties disposed | 2 | |||||||||||
SHOP | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets to be sold | 7 | 9 | 18 | |||||||||
SHOP | Assets Leased to Others | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets transitioned | 20 | |||||||||||
SHOP | Assets Leased to Others | RIDEA Facilities | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | 36 | |||||||||||
Total consideration for disposition of real estate | $ | $ 240,000 | |||||||||||
SHOP | Assets Leased to Others | Brookedale MTCA | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets to be sold | 4 | |||||||||||
CCRC JV [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Percentage of interest acquired | 10.00% | |||||||||||
CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | 2 | |||||||||||
Investment ownership percentage | 49.00% | 49.00% | 49.00% | 49.00% | ||||||||
Equity method investments | $ | $ 0 | $ 325,830 | ||||||||||
Brookedale MTCA | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of properties disposed | 18 | 18 | 18 | |||||||||
Cash proceeds | $ | $ 385,000 | |||||||||||
Gain (loss) on sales of real estate, net | $ | $ 164,000 | |||||||||||
Brookedale MTCA | 2019 Amended Master Lease | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Annual rent escalator | 2.40% | |||||||||||
Brookedale MTCA | CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | 15 | 15 | ||||||||||
Number of properties acquired | 13 | |||||||||||
Real estate and intangible assets | $ | $ 1,800,000 | $ 1,800,000 | ||||||||||
Working capital | $ | 48,000 | 48,000 | ||||||||||
Refundable entrance fee liabilities | $ | 308,000 | 308,000 | ||||||||||
Non-refundable entrance fee liabilities | $ | 436,000 | 436,000 | ||||||||||
Long-term debt | $ | 215,000 | 215,000 | ||||||||||
Cash paid | $ | 396,000 | |||||||||||
Equity method investments | $ | $ 323,000 | $ 323,000 | ||||||||||
Brookedale MTCA | Assets Leased to Others | 2019 Amended Master Lease | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of properties to be restructured | 24 | 24 | ||||||||||
Percent of sales proceeds | 6.50% | |||||||||||
Number of properties to be reallocated | 14 | 14 | ||||||||||
Future rent | $ | $ 20,000 | $ 20,000 | ||||||||||
Number of leases to be terminated | lease | 1 | |||||||||||
Capital investment term | 5 years | |||||||||||
Brookedale MTCA | Other non-reportable segments | Assets Leased to Others | CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Property count | 13 | 13 | ||||||||||
Interest acquired | 51.00% | |||||||||||
Brookedale MTCA | CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Interest acquired | 51.00% | |||||||||||
Purchase cost | $ | $ 1,060,000 | $ 1,060,000 | ||||||||||
Management termination fee | $ | 100,000 | |||||||||||
Other Income (Expense) | Brookedale MTCA | CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Loss (gain) upon change of control, net | $ | $ 170,000 | |||||||||||
Measurement Input, Discount Rate | Minimum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Measurement input | 0.10 | 0.10 | ||||||||||
Measurement Input, Discount Rate | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Measurement input | 0.12 | 0.12 | ||||||||||
Measurement Input, Annual Rent Escalators [Member] | Minimum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Measurement input | 0.02 | 0.02 | ||||||||||
Measurement Input, Annual Rent Escalators [Member] | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Measurement input | 0.03 | 0.03 | ||||||||||
Measurement Input, Cap Rate | Minimum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Measurement input | 0.07 | 0.07 | ||||||||||
Measurement Input, Cap Rate | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Measurement input | 0.09 | 0.09 | ||||||||||
Subsequent Event | SHOP | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets to be sold | 1 | |||||||||||
Subsequent Event | Brookedale MTCA | Assets Leased to Others | 2019 Amended Master Lease | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of leases to be terminated | 1 | |||||||||||
Capital investment | $ | $ 35,000 | |||||||||||
Annual percent increase | 7.00% | |||||||||||
Subsequent Event | Brookedale MTCA | CCRC JV | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of assets to be sold | 2 |
Real Estate Transactions - Real
Real Estate Transactions - Real Estate Investments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($)propertyasset | Jul. 31, 2019USD ($)propertyfacility | Jun. 30, 2019USD ($)property | May 31, 2019USD ($)property | Apr. 30, 2019USD ($)property | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($)property | Dec. 31, 2019USD ($)property | |
Real Estate [Line Items] | ||||||||||
Debt assumed | $ 6,422,257 | |||||||||
Loss (gain) upon change of control, net | 167,434 | $ 0 | ||||||||
Life science joint ventures | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 245,000 | |||||||||
Number of properties acquired | property | 2 | |||||||||
Life science | Life science facility | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | 71,000 | |||||||||
Life science | Land | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 27,000 | |||||||||
Senior Housing | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Payments to acquire outstanding equity interests | $ 24,000 | |||||||||
Investment ownership percentage | 100.00% | |||||||||
Gain (loss) from change of control, net | $ 12,000 | |||||||||
Gain on consolidation, tax | $ 1,000 | |||||||||
Senior Housing | Senior Housing | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 284,000 | $ 113,000 | $ 445,000 | |||||||
Number of properties acquired | property | 5 | 3 | 9 | |||||||
Assets Leased to Others | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets transitioned | property | 37 | |||||||||
Assets Leased to Others | Senior housing triple-net | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets transitioned | property | 17 | |||||||||
Assets Leased to Others | SHOP | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets transitioned | property | 20 | |||||||||
Mortgage Debt | ||||||||||
Real Estate [Line Items] | ||||||||||
Debt assumed | $ 112,000 | $ 50,000 | $ 472,257 | |||||||
Massachusetts | Life science | ||||||||||
Real Estate [Line Items] | ||||||||||
Deposit, nonrefundable | $ 20,000 | |||||||||
San Diego | Life science | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
San Diego | Life science | Life science facility | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 16,000 | |||||||||
Boston | Life science | Life science facility | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 228,000 | |||||||||
Number of properties acquired | facility | 4 | |||||||||
Kansas | Medical office | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 15,000 | |||||||||
Number of properties acquired | property | 1 | |||||||||
Texas | Medical office | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 9,000 | |||||||||
Number of properties acquired | property | 1 | |||||||||
Cambridge | Life science | Life science facility | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 333,000 | |||||||||
Number of properties acquired | asset | 1 | |||||||||
SHOP JV | ||||||||||
Real Estate [Line Items] | ||||||||||
Investment ownership percentage | 54.00% | |||||||||
Purchase cost | $ 367,000 | $ 367,000 | ||||||||
Partnership investment ownership percentage | 46.50% | 46.50% | ||||||||
SHOP JV | SHOP | ||||||||||
Real Estate [Line Items] | ||||||||||
Investment ownership percentage | 53.50% | 53.50% | ||||||||
Purchase cost | $ 790,000 | $ 790,000 | ||||||||
SHOP JV | Assets Leased to Others | SHOP | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets transitioned | property | 19 | |||||||||
SHOP JV | ||||||||||
Real Estate [Line Items] | ||||||||||
Loss (gain) upon change of control, net | $ 161,000 | |||||||||
Subsequent Event | Massachusetts | Life science | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 320,000 |
Real Estate Transactions - Deve
Real Estate Transactions - Development Activities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Real Estate [Abstract] | |
Decrease to development commitments | $ 77 |
Development commitments | $ 284 |
Real Estate Transactions - Held
Real Estate Transactions - Held for Sale (Details) $ in Thousands | Jan. 31, 2020property | Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale, net | $ 271,861 | $ 504,394 | |
Accumulated depreciation | 2,840,632 | 2,771,922 | |
Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale, net | $ 272,000 | $ 504,000 | |
Held-for-sale | SHOP | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified as held for sale | property | 25 | 28 | |
Held-for-sale | Medical office | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified as held for sale | property | 2 | 2 | |
Held-for-sale | Senior housing triple-net | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified as held for sale | property | 9 | 27 | |
Held-for-sale | Real Estate | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale, net | $ 269,000 | $ 476,000 | |
Accumulated depreciation | 160,000 | 243,000 | |
Held-for-sale | Real Estate | Senior Housing Triple-Net, Senior Housing Operating Portfolio and Medical Office | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Debt on assets held for sale | 28,000 | 32,000 | |
Other liabilities | $ 4,000 | $ 4,000 | |
Brookedale MTCA | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties disposed | property | 18 | 18 | 18 |
Real Estate Transactions - Disp
Real Estate Transactions - Dispositions of Real Estate (Details) $ in Thousands | Jan. 31, 2020USD ($)property | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2019USD ($)property |
Real Estate [Line Items] | ||||
Gain (loss) on sales of real estate, net | $ 164,869 | $ 8,044 | ||
Undeveloped Life Science | ||||
Real Estate [Line Items] | ||||
Number of assets to be sold | property | 1 | |||
SHOP | ||||
Real Estate [Line Items] | ||||
Number of assets to be sold | property | 7 | 9 | 18 | |
Medical office | ||||
Real Estate [Line Items] | ||||
Number of assets to be sold | property | 10 | |||
Senior housing triple-net | ||||
Real Estate [Line Items] | ||||
Number of assets to be sold | property | 18 | 2 | 2 | |
Life science | ||||
Real Estate [Line Items] | ||||
Number of assets to be sold | property | 1 | 1 | ||
Other non-reportable segments | ||||
Real Estate [Line Items] | ||||
Number of assets to be sold | property | 2 | |||
Life science | ||||
Real Estate [Line Items] | ||||
Proceeds from sale of buildings | $ 35,000 | $ 7,000 | ||
Medical office | ||||
Real Estate [Line Items] | ||||
Proceeds from sale of buildings | 23,000 | |||
Senior housing triple-net | ||||
Real Estate [Line Items] | ||||
Proceeds from sale of buildings | $ 385,000 | 26,000 | 26,000 | |
SHOP | ||||
Real Estate [Line Items] | ||||
Proceeds from sale of buildings | $ 36,000 | $ 68,000 | 181,000 | |
Undeveloped Life Science | ||||
Real Estate [Line Items] | ||||
Proceeds from sale of buildings | 35,000 | |||
Other non-reportable segments | ||||
Real Estate [Line Items] | ||||
Proceeds from sale of buildings | $ 20,000 | |||
Brookedale MTCA | ||||
Real Estate [Line Items] | ||||
Number of properties disposed | property | 18 | 18 | 18 | |
Gain (loss) on sales of real estate, net | $ 164,000 |
Real Estate Transactions - Impa
Real Estate Transactions - Impairments of Real Estate (Details) $ / item in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)$ / itemproperty | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)property | |
Real Estate [Line Items] | |||
Impairments and loan loss reserves (recoveries), net | $ 39,123 | $ 8,858 | |
Senior housing triple-net | |||
Real Estate [Line Items] | |||
Number of real estate properties impaired | property | 2 | ||
Medical office | |||
Real Estate [Line Items] | |||
Impairments and loan loss reserves (recoveries), net | $ 9,000 | ||
Number of real estate properties impaired | property | 2 | 2 | |
Senior Housing Triple Net, SHOP, MOB, and Other Non-Reportable | |||
Real Estate [Line Items] | |||
Impairments and loan loss reserves (recoveries), net | $ 31,000 | ||
SHOP | |||
Real Estate [Line Items] | |||
Impairments and loan loss reserves (recoveries), net | $ 10,000 | ||
Number of real estate properties impaired | property | 15 | ||
Minimum | |||
Real Estate [Line Items] | |||
Impairment test, market capitalization rate | 7.16% | ||
Impairment calculation, price per unit | $ / item | 38 | ||
Maximum | |||
Real Estate [Line Items] | |||
Impairment test, market capitalization rate | 9.92% | ||
Impairment calculation, price per unit | $ / item | 95 | ||
Weighted Average | |||
Real Estate [Line Items] | |||
Impairment test, market capitalization rate | 9.32% | ||
Impairment calculation, price per unit | $ / item | 68 | ||
Seven Shop Assets, Four Senior Housing Triple-net Assets, Two MOBs, and One Other Non-Reportable Asset | |||
Real Estate [Line Items] | |||
Real Estate Investment Property, Aggregate Carrying Value Before Impairment | $ 200,000 | ||
Real Estate Held-for-sale | $ 169,000 |
Leases - Lease Income (Details)
Leases - Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Interest and Other Income [Abstract] | ||
Fixed income from operating leases | $ 253,859 | $ 237,223 |
Variable income from operating leases | 60,829 | 56,999 |
Interest income from direct financing leases | $ 3,269 | $ 13,524 |
Leases - Direct Financing Lease
Leases - Direct Financing Leases (Details) | 3 Months Ended | |||
Mar. 31, 2020USD ($)property | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)property | Dec. 31, 2019USD ($)property | |
Lessor, Lease, Description [Line Items] | ||||
Present value of minimum lease payments receivable | $ 16,255,000 | $ 19,138,000 | ||
Present value of estimated residual value | 44,706,000 | 84,604,000 | ||
Less deferred selling profits | (16,255,000) | (19,138,000) | ||
Net investment in direct financing leases before allowance | 44,706,000 | 84,604,000 | ||
Allowance for direct financing lease losses | 0 | 0 | ||
Net investment in direct financing leases | $ 44,706,000 | $ 84,604,000 | ||
Properties subject to direct financing leases | property | 1 | 2 | ||
Percentage of DFL Portfolio | 100.00% | |||
Proceeds from sale of lease receivable | $ 82,000,000 | |||
Gain on sale of lease receivable | 42,000,000 | |||
Conversion of DFLs to real estate | 0 | $ 350,540,000 | ||
Intangible assets, net | 550,348,000 | $ 331,693,000 | ||
Other non-reportable segments | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | $ 44,706,000 | |||
Percentage of DFL Portfolio | 100.00% | |||
SHOP | ||||
Lessor, Lease, Description [Line Items] | ||||
Proceeds from sale of lease receivable | $ 274,000,000 | |||
Performing Loans | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | $ 44,706,000 | |||
Performing Loans | Other non-reportable segments | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | 44,706,000 | |||
Watch List DFLs | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | 0 | |||
Watch List DFLs | Other non-reportable segments | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | 0 | |||
Workout Loans | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | 0 | |||
Workout Loans | Other non-reportable segments | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in direct financing leases | $ 0 | |||
DFL Portfolio | Watch List DFLs | Senior housing triple-net | ||||
Lessor, Lease, Description [Line Items] | ||||
Properties with derecognized carrying value during the period (in properties) | property | 14 | |||
Conversion of DFLs to real estate | $ 351,000,000 | |||
DFL Portfolio | Watch List DFLs | SHOP | ||||
Lessor, Lease, Description [Line Items] | ||||
Properties subject to direct financing leases | property | 14 | |||
Gain (loss) on recognition of lease | $ 0 | |||
Real Estate Investment | DFL Portfolio | Watch List DFLs | Senior housing triple-net | ||||
Lessor, Lease, Description [Line Items] | ||||
Real estate investment property | 331,000,000 | |||
Intangible assets | DFL Portfolio | Watch List DFLs | Senior housing triple-net | ||||
Lessor, Lease, Description [Line Items] | ||||
Intangible assets, net | $ 20,000,000 |
Leases - Direct Financing Lea_2
Leases - Direct Financing Lease Sale (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($) | |
Lessor, Lease, Description [Line Items] | |||
Proceeds from sale of lease receivable | $ 82,000 | ||
Impairments and loan loss reserves (recoveries), net | $ 39,123 | $ 8,858 | |
Income from DFLs | 5,900 | ||
Cash payments received | $ 4,800 | ||
SHOP | |||
Lessor, Lease, Description [Line Items] | |||
Number of leases disposed of (in facilities) | facility | 13 | ||
Proceeds from sale of lease receivable | $ 274,000 | ||
Impairments and loan loss reserves (recoveries), net | $ 10,000 |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Secured mortgage loans | $ 169,176 | $ 161,964 |
Mezzanine and other | 59,998 | 27,752 |
Unamortized discounts, fees, and costs | 792 | 863 |
Reserve for loan losses | (9,314) | 0 |
Loans receivable, net | 220,652 | 190,579 |
Remaining loans receivable commitments | 16,000 | 25,000 |
Loans receivable commitments | $ 174,000 | $ 174,000 |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) $ in Thousands | Mar. 31, 2020USD ($) | Jan. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | Oct. 31, 2019property |
Loans Receivable: | ||||
Loans receivable, net | $ | $ 220,652 | $ 190,579 | ||
Unfunded loan commitments | $ | $ 1,000 | |||
CCRC JV | Brookedale MTCA | ||||
Loans Receivable: | ||||
Property count | property | 15 | |||
CCRC JV | Assets Leased to Others | Other non-reportable segments | ||||
Loans Receivable: | ||||
Property count | property | 15 | 15 | ||
CCRC JV | Assets Leased to Others | Brookedale MTCA | Other non-reportable segments | ||||
Loans Receivable: | ||||
Property count | property | 13 | |||
Loans receivable, net | $ | $ 30,000 |
Loans Receivable - Schedule o_2
Loans Receivable - Schedule of Loans Receivable by Origination Year (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Secured mortgage loans | |
Loans Receivable: | |
2020 | $ 0 |
2019 | 55,955 |
2018 | 0 |
2017 | 108,484 |
2016 | 0 |
Total | 164,439 |
Mezzanine and other | |
Loans Receivable: | |
2020 | 2,901 |
2019 | 36,114 |
2018 | 0 |
2017 | 8,896 |
2016 | 8,302 |
Total | 56,213 |
Performing Loans | Secured mortgage loans | |
Loans Receivable: | |
2020 | 0 |
2019 | 55,955 |
2018 | 0 |
2017 | 108,484 |
2016 | 0 |
Total | 164,439 |
Performing Loans | Mezzanine and other | |
Loans Receivable: | |
2020 | 2,901 |
2019 | 36,114 |
2018 | 0 |
2017 | 8,896 |
2016 | 8,302 |
Total | 56,213 |
Watch List Loans | Secured mortgage loans | |
Loans Receivable: | |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
2016 | 0 |
Total | 0 |
Watch List Loans | Mezzanine and other | |
Loans Receivable: | |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
2016 | 0 |
Total | 0 |
Workout Loans | Secured mortgage loans | |
Loans Receivable: | |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
2016 | 0 |
Total | 0 |
Workout Loans | Mezzanine and other | |
Loans Receivable: | |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
2016 | 0 |
Total | $ 0 |
Loans Receivable - Schedule o_3
Loans Receivable - Schedule of Reserve for Loan Losses (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Reserve for loan losses, January 1, 2020 | $ 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 1,420 |
Provision for expected loan losses | 7,894 |
Reserve for loan losses, March 31, 2020 | 9,314 |
Secured Mortgage Loans | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Reserve for loan losses, January 1, 2020 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 513 |
Provision for expected loan losses | 4,224 |
Reserve for loan losses, March 31, 2020 | 4,737 |
Mezzanine and Other | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Reserve for loan losses, January 1, 2020 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 907 |
Provision for expected loan losses | 3,670 |
Reserve for loan losses, March 31, 2020 | $ 4,577 |
Investments in and Advances t_3
Investments in and Advances to Unconsolidated Joint Ventures (Details) $ in Thousands, £ in Millions | Jan. 31, 2020USD ($)property | Jan. 31, 2020USD ($)property | Dec. 31, 2019GBP (£) | Dec. 31, 2019USD ($)propertyjoint_venture | Oct. 31, 2019USD ($)propertyjoint_venture | Mar. 31, 2020USD ($)propertyjoint_venture | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)propertyjoint_venture |
Schedule of Equity Method Investments [Line Items] | |||||||||
Advances to unconsolidated joint ventures, net | $ 76 | $ 0 | $ 76 | ||||||
Investments in and advances to unconsolidated joint ventures | 825,515 | 479,900 | 825,515 | ||||||
Gain (loss) on sales of real estate | $ 164,869 | $ 8,044 | |||||||
SHOP JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 19 | ||||||||
Investment ownership percentage | 54.00% | ||||||||
Equity method investments | 428,258 | $ 411,057 | 428,258 | ||||||
MBK JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 5 | ||||||||
Investment ownership percentage | 50.00% | ||||||||
Equity method investments | 33,415 | $ 32,821 | 33,415 | ||||||
Other SHOP JVs | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 4 | ||||||||
Equity method investments | 17,719 | $ 16,843 | 17,719 | ||||||
Other SHOP JVs | Minimum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 50.00% | ||||||||
Other SHOP JVs | Maximum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 90.00% | ||||||||
Waldwick | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 85.00% | ||||||||
Otay Ranch | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 90.00% | ||||||||
MBK Development JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 50.00% | ||||||||
Medical Office JVs | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 3 | ||||||||
Equity method investments | 9,845 | $ 9,809 | 9,845 | ||||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 3 | ||||||||
Medical Office JVs | Minimum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 20.00% | ||||||||
Medical Office JVs | Maximum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 67.00% | ||||||||
HCP Ventures IV, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 20.00% | ||||||||
HCP Ventures III, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 30.00% | ||||||||
Suburban Properties, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 67.00% | ||||||||
Other JVs | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 0 | ||||||||
Equity method investments | $ 10,372 | $ 9,370 | $ 10,372 | ||||||
Other JVs | Minimum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 41.00% | ||||||||
Other JVs | Maximum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 47.00% | ||||||||
Discovery Naples JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 41.00% | ||||||||
Investment return percentage | 10.00% | ||||||||
Discovery Sarasota JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 47.00% | ||||||||
K&Y JVs | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 80.00% | 80.00% | |||||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 1 | 1 | 1 | ||||||
Proceeds from sale of equity method investments | $ 12,000 | $ 4,000 | |||||||
CCRC JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 2 | ||||||||
Investment ownership percentage | 49.00% | 49.00% | 49.00% | 49.00% | 49.00% | ||||
Equity method investments | $ 325,830 | $ 0 | $ 325,830 | ||||||
Number of properties classified as held for sale | property | 1 | 1 | |||||||
Impairment charge | $ 6,000 | $ 12,000 | |||||||
UK JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 49.00% | 49.00% | |||||||
Proceeds from sale of equity method investments | £ 70 | $ 91,000 | |||||||
Loss on sale | 7,000 | ||||||||
Gain (loss) on sales of real estate | $ 1,000 | ||||||||
Brookedale MTCA | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Gain (loss) on sales of real estate | $ 164,000 | ||||||||
Brookedale MTCA | CCRC JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Interest acquired | 51.00% | ||||||||
CCRC JV | Brookedale MTCA | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 15 | 15 | |||||||
Equity method investments | $ 323,000 | $ 323,000 | |||||||
CCRC JV | Assets Leased to Others | Other non-reportable segments | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 15 | 15 | 15 | ||||||
CCRC JV | Assets Leased to Others | Other non-reportable segments | Brookedale MTCA | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 13 | 13 | |||||||
Interest acquired | 51.00% |
Intangibles - Intangibles Lease
Intangibles - Intangibles Lease Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Intangibles | ||
Gross intangible lease assets | $ 887,516 | $ 615,538 |
Accumulated depreciation and amortization | (337,168) | (283,845) |
Intangible assets, net | $ 550,348 | $ 331,693 |
Intangibles - Intangibles Lea_2
Intangibles - Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Intangibles | ||
Gross intangible lease liabilities | $ 113,213 | $ 113,213 |
Accumulated depreciation and amortization | (41,076) | (38,222) |
Intangible liabilities, net | $ 72,137 | $ 74,991 |
Intangibles - Additional Inform
Intangibles - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Jan. 31, 2020property | Dec. 31, 2019USD ($) | Oct. 31, 2019property | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Intangible assets acquired | $ 273,000,000 | ||||
Acquired intangible assets acquired, weighted average useful life | 6 years | ||||
Intangible liabilities acquired | $ 0 | ||||
Intangible assets, net | (550,348,000) | $ (331,693,000) | |||
Intangible liabilities, net | $ (72,137,000) | $ (74,991,000) | |||
Accounting Standards Update 2016-12 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Intangible assets, net | $ 39,000,000 | ||||
Intangible liabilities, net | $ 6,000,000 | ||||
Brookedale MTCA | CCRC JV | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Property count | property | 15 | ||||
Other non-reportable segments | CCRC JV | Assets Leased to Others | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Property count | property | 15 | 15 | |||
Other non-reportable segments | Brookedale MTCA | CCRC JV | Assets Leased to Others | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Property count | property | 13 |
Debt - Bank Line of Credit and
Debt - Bank Line of Credit and Term Loans (Details) | May 23, 2019USD ($)renewal_option | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 31, 2019USD ($) |
Debt Instrument | ||||
Balance outstanding | $ 0 | $ 93,000,000 | ||
Line of Credit and Term Loan | ||||
Debt Instrument | ||||
Debt instrument, covenant debt to assets (as a percent) | 60.00% | |||
Debt instrument, covenant secured debt to assets (as a percent) | 40.00% | |||
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent) | 60.00% | |||
Debt instrument, covenant minimum fixed charge coverage ratio | 1.5 | |||
Debt instrument, covenant net worth | $ 7,000,000,000 | |||
Bank Line of Credit | Revolving Credit Facility | ||||
Debt Instrument | ||||
Line of credit facility, maximum borrowing capacity | $ 2,500,000,000 | |||
Number of extensions | renewal_option | 2 | |||
Length of debt instrument extension period | 6 months | |||
Debt instrument, facility fee (as a percent) | 0.15% | |||
Balance outstanding | $ 0 | |||
Line of credit facility additional aggregate amount, maximum | $ 750,000,000 | |||
Bank Line of Credit | Revolving Credit Facility | LIBOR | ||||
Debt Instrument | ||||
Debt instrument, basis spread on variable rate (as a percent) | 0.825% | |||
Bank Line of Credit | 2019 Term Loan | ||||
Debt Instrument | ||||
Face amount | $ 250,000,000 | |||
Weighted-average interest rate (as a percent) | 1.98% | |||
Bank Line of Credit | 2019 Term Loan | LIBOR | ||||
Debt Instrument | ||||
Debt instrument, basis spread on variable rate (as a percent) | 0.90% |
Debt - Commercial Paper Program
Debt - Commercial Paper Program (Details) - Commercial Paper Program | Mar. 31, 2020USD ($) |
Debt Instrument | |
Maximum outstanding amount capacity | $ 1,000,000,000 |
Borrowings | $ 0 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) | Nov. 21, 2019 | Jul. 22, 2019 | Jul. 08, 2019 | Jul. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jul. 05, 2019 |
Debt Instrument | ||||||||
Long Term Debt, Excluding Disposal Group | $ 6,389,104,000 | |||||||
Principal balance on debt | 6,422,257,000 | |||||||
Loss on extinguishment of debt | (833,000) | $ 0 | ||||||
Senior Unsecured Note | ||||||||
Debt Instrument | ||||||||
Long Term Debt, Excluding Disposal Group | 5,650,053,000 | |||||||
Issuances of senior unsecured notes | 0 | 0 | ||||||
Principal balance on debt | 5,700,000,000 | |||||||
Repayment of senior unsecured notes | $ 0 | $ 0 | ||||||
Senior Unsecured Note | 2026 Notes | ||||||||
Debt Instrument | ||||||||
Face amount | $ 650,000,000 | |||||||
Percentage of stated interest rate | 3.25% | |||||||
Senior Unsecured Note | 2029 Notes | ||||||||
Debt Instrument | ||||||||
Face amount | $ 650,000,000 | |||||||
Percentage of stated interest rate | 3.50% | |||||||
Senior Unsecured Note | 2020 Notes | ||||||||
Debt Instrument | ||||||||
Repayment of senior unsecured notes | $ 800,000,000 | |||||||
Percentage of stated interest rate | 2.625% | 2.625% | ||||||
Senior Unsecured Note | 2022 Notes | ||||||||
Debt Instrument | ||||||||
Repayment of senior unsecured notes | $ 250,000,000 | |||||||
Percentage of stated interest rate | 4.00% | 4.00% | ||||||
Senior Unsecured Note | 2023 Notes | ||||||||
Debt Instrument | ||||||||
Percentage of stated interest rate | 4.25% | |||||||
Senior Unsecured Note | Senior Notes Due 2020, 2022, and 2023 | ||||||||
Debt Instrument | ||||||||
Loss on extinguishment of debt | $ 35,000,000 | |||||||
Senior Unsecured Note | 2030 Notes | ||||||||
Debt Instrument | ||||||||
Face amount | $ 750,000,000 | |||||||
Percentage of stated interest rate | 3.00% | |||||||
Senior Unsecured Note | 2022 Notes | ||||||||
Debt Instrument | ||||||||
Repayment of senior unsecured notes | $ 350,000,000 | |||||||
Percentage of stated interest rate | 4.00% | |||||||
Loss on extinguishment of debt | $ 22,000,000 | |||||||
Senior Unsecured Note | 2023 Notes | ||||||||
Debt Instrument | ||||||||
Repayment of senior unsecured notes | $ 250,000,000 | |||||||
Percentage of stated interest rate | 4.25% |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) $ in Thousands | 1 Months Ended | ||||
Jul. 31, 2019USD ($)property | Jun. 30, 2019property | May 31, 2019USD ($)property | Apr. 30, 2019property | Mar. 31, 2020USD ($)facility | |
Debt Instrument | |||||
Debt assumed | $ 6,422,257 | ||||
Mortgage Debt | |||||
Debt Instrument | |||||
Debt assumed | $ 112,000 | $ 50,000 | $ 472,257 | ||
Number of healthcare facilities used to secure debt (in facilities) | facility | 20 | ||||
Debt instrument, collateral, healthcare facilities carrying value | $ 995,000 | ||||
Weighted-average interest rate (as a percent) | 4.89% | 4.83% | 3.91% | ||
Senior Housing | |||||
Debt Instrument | |||||
Number of properties acquired | property | 1 | ||||
Senior Housing | Senior Housing | |||||
Debt Instrument | |||||
Number of properties acquired | property | 5 | 3 | 9 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Jul. 31, 2019 | May 31, 2019 | |
Debt Instrument | |||
2020 (nine months) | $ 6,202 | ||
2021 | 16,165 | ||
2022 | 308,417 | ||
2023 | 643,609 | ||
2024 | 1,406,939 | ||
Thereafter | 4,040,925 | ||
Total debt before discount, net | 6,422,257 | ||
(Discounts), premiums and debt costs, net | (33,153) | ||
Long-term debt, net assets held for sale | 6,389,104 | ||
Long-term debt | 6,416,941 | ||
Bank Line of Credit | |||
Debt Instrument | |||
2020 (nine months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 0 | ||
(Discounts), premiums and debt costs, net | 0 | ||
Long-term debt, net assets held for sale | 0 | ||
Long-term debt | 0 | ||
Commercial Paper | |||
Debt Instrument | |||
2020 (nine months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 0 | ||
(Discounts), premiums and debt costs, net | 0 | ||
Long-term debt, net assets held for sale | 0 | ||
Long-term debt | 0 | ||
Term loans | |||
Debt Instrument | |||
2020 (nine months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 250,000 | ||
Thereafter | 0 | ||
Total debt before discount, net | 250,000 | ||
(Discounts), premiums and debt costs, net | (998) | ||
Long-term debt, net assets held for sale | 249,002 | ||
Long-term debt | 249,002 | ||
Senior Unsecured Note | |||
Debt Instrument | |||
2020 (nine months) | 0 | ||
2021 | 0 | ||
2022 | 300,000 | ||
2023 | 550,000 | ||
2024 | 1,150,000 | ||
Thereafter | 3,700,000 | ||
Total debt before discount, net | 5,700,000 | ||
(Discounts), premiums and debt costs, net | (49,947) | ||
Long-term debt, net assets held for sale | 5,650,053 | ||
Long-term debt | $ 5,650,053 | ||
Weighted-average interest rate (as a percent) | 3.94% | ||
Weighted-average maturity | 7 years | ||
Senior Unsecured Note | Minimum | |||
Debt Instrument | |||
Percentage of stated interest rate | 3.14% | ||
Senior Unsecured Note | Maximum | |||
Debt Instrument | |||
Percentage of stated interest rate | 6.87% | ||
Mortgage Debt | |||
Debt Instrument | |||
2020 (nine months) | $ 6,202 | ||
2021 | 16,165 | ||
2022 | 8,417 | ||
2023 | 93,609 | ||
2024 | 6,939 | ||
Thereafter | 340,925 | ||
Total debt before discount, net | 472,257 | $ 112,000 | $ 50,000 |
(Discounts), premiums and debt costs, net | 17,792 | ||
Long-term debt, net assets held for sale | 490,049 | ||
Long-term debt | $ 517,886 | ||
Weighted-average interest rate (as a percent) | 3.91% | 4.89% | 4.83% |
Weighted-average maturity | 9 years | ||
Mortgage Debt | Minimum | |||
Debt Instrument | |||
Percentage of stated interest rate | 2.16% | ||
Mortgage Debt | Maximum | |||
Debt Instrument | |||
Percentage of stated interest rate | 5.91% | ||
Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | $ 27,837 | ||
Held-for-sale | Bank Line of Credit | |||
Debt Instrument | |||
Debt on assets held for sale | $ 0 | ||
Held-for-sale | Bank Line of Credit | Minimum | |||
Debt Instrument | |||
Weighted-average interest rate (as a percent) | 3.45% | ||
Held-for-sale | Commercial Paper | |||
Debt Instrument | |||
Debt on assets held for sale | $ 0 | ||
Held-for-sale | Term loans | |||
Debt Instrument | |||
Debt on assets held for sale | 0 | ||
Held-for-sale | Senior Unsecured Note | |||
Debt Instrument | |||
Debt on assets held for sale | 0 | ||
Held-for-sale | Mortgage Debt | |||
Debt Instrument | |||
Debt on assets held for sale | $ 27,837 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency accrual | $ 0 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Feb. 29, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||||||
Issuance of common stock, net | $ 1,064,622,000 | $ 1,532,000 | $ 1,060,000,000 | ||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock, net (in shares) | 0 | 0 | |||||||
2019 ATM Program | |||||||||
Class of Stock [Line Items] | |||||||||
ATM aggregate amount authorized | $ 1,000,000,000 | ||||||||
Maximum shares issuable under forward equity sales agreement (in shares) | 2,000,000 | 3,600,000 | |||||||
Forward equity sales agreement, initial net price (in usd per share) | $ 35.23 | $ 31.19 | |||||||
At-The-Market Program | |||||||||
Class of Stock [Line Items] | |||||||||
Option indexed to issuers equity, term | 1 year | ||||||||
2019 ATM Program, Settled | |||||||||
Class of Stock [Line Items] | |||||||||
Share settlement (in shares) | 16,800,000 | 0 | 16,800,000 | ||||||
Weighted average settlement price (in usd per share) | $ 31.38 | ||||||||
Issuance of common stock, net | $ 528,000,000 | ||||||||
Remainder outstanding (in shares) | 0 | 0 | |||||||
2020 ATM Program | |||||||||
Class of Stock [Line Items] | |||||||||
ATM aggregate amount authorized | $ 1,250,000,000 | ||||||||
ATM aggregate amount remaining | $ 1,250,000,000 | ||||||||
2019 Forward Equity Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Maximum shares issuable under forward equity sales agreement (in shares) | 15,600,000 | ||||||||
Forward equity sales agreement, initial net price (in usd per share) | $ 34.46 | ||||||||
Share settlement (in shares) | 15,600,000 | 15,600,000 | |||||||
Issuance of common stock, net | $ 534,000,000 | ||||||||
Issuance of common stock, net (in shares) | 0 | 0 | |||||||
Forward Equity Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Option indexed to issuers equity, term | 1 year | 1 year | |||||||
Maximum shares issuable under forward equity sales agreement (in shares) | 15,300,000 | ||||||||
Forward equity sales agreement, initial net price (in usd per share) | $ 28.60 | ||||||||
Share settlement (in shares) | 15,300,000 | 0 | 15,300,000 | ||||||
Issuance of common stock, net | $ 422,000,000 | ||||||||
Issuance of common stock, net (in shares) | 0 | ||||||||
Maximum | 2019 Forward Equity Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Weighted average net price (in usd per share) | $ 34.18 | $ 34.18 | |||||||
Maximum | Forward Equity Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Weighted average net price (in usd per share) | $ 27.66 | $ 27.66 |
Equity - AOCI (Details)
Equity - AOCI (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Loss | ||
Cumulative foreign currency translation adjustment | $ 0 | $ (1,023) |
Unrealized gains (losses) on derivatives, net | 592 | 1,314 |
Supplemental Executive Retirement plan minimum liability and other | (3,087) | (3,148) |
Total accumulated other comprehensive income (loss) | $ (2,495) | $ (2,857) |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dilutive potential common shares - forward equity agreements (in shares) | 808,000 | 1,093,000 | |||
Dilutive potential common shares - DownREIT conversions (in shares) | 7,443,000 | 0 | |||
Down REIT | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares) | 6,000,000 | ||||
Employee stock option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares) | 1,000,000 | 1,000,000 | |||
Convertible Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares) | 31,000,000 | 18,000,000 | |||
2019 ATM Program | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Maximum shares issuable under forward equity sales agreement (in shares) | 2,000,000 | 3,600,000 | |||
Forward Equity Offering | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Maximum shares issuable under forward equity sales agreement (in shares) | 15,300,000 | ||||
Option indexed to issuers equity, term | 1 year | 1 year | |||
Share settlement (in shares) | 0 | 15,300,000 | |||
Issuance of common stock, net (in shares) | 0 | ||||
2019 ATM Program, Settled | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Share settlement (in shares) | 16,800,000 | 0 | |||
Remainder outstanding (in shares) | 0 | ||||
2019 Forward Equity Offering | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Maximum shares issuable under forward equity sales agreement (in shares) | 15,600,000 | ||||
Share settlement (in shares) | 15,600,000 | ||||
Issuance of common stock, net (in shares) | 0 | 0 |
Earnings Per Common Share - Sch
Earnings Per Common Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | ||
Net income (loss) | $ 282,540 | $ 64,990 |
Noncontrolling interests' share in earnings | (3,460) | (3,520) |
Net income (loss) attributable to Healthpeak Properties, Inc. | 279,080 | 61,470 |
Less: Participating securities' share in earnings | (1,616) | (441) |
Net income (loss) applicable to common shares | 277,464 | 61,029 |
Add: distributions on dilutive convertible units and other | 2,515 | 0 |
Dilutive net income (loss) available to common shares | $ 279,979 | $ 61,029 |
Denominator | ||
Basic weighted average shares outstanding (in shares) | 506,476 | 477,766 |
Dilutive potential common shares - equity awards (in shares) | 318 | 272 |
Dilutive potential common shares - forward equity agreements (in shares) | 808 | 1,093 |
Dilutive potential common shares - DownREIT conversions (in shares) | 7,443 | 0 |
Diluted weighted average common shares (in shares) | 515,045 | 479,131 |
Earnings per common share: | ||
Earnings per common share, basic (in dollars per share) | $ 0.55 | $ 0.13 |
Earnings per common share, diluted (in dollars per share) | $ 0.54 | $ 0.13 |
Forward sales agreements that have been settled (in shares) | 32,000 | |
Forward sales agreements that have not been settled (in shares) | 19,000 |
Segment Disclosures - Summary I
Segment Disclosures - Summary Information for the Reportable Segments (Details) $ in Thousands | Jan. 31, 2020USD ($)property | Mar. 31, 2020USD ($)propertyfacility | Mar. 31, 2019USD ($)facility | Oct. 31, 2019property | Nov. 30, 2017property |
Segment reporting information, revenues | |||||
Total revenues | $ 585,150 | $ 436,154 | |||
Less: Interest income | (3,688) | (1,713) | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 48,193 | 64,124 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | (9,230) | (8,817) | |||
Operating expenses | (376,013) | (168,927) | |||
Healthpeak's share of unconsolidated joint venture operating expenses | (36,266) | (45,830) | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 2,994 | 2,787 | |||
Adjustments to NOI | 83,442 | 694 | |||
Adjusted NOI | 294,582 | 278,472 | |||
Plus: Adjustments to NOI | (83,442) | (694) | |||
Interest income | 3,688 | 1,713 | |||
Interest expense | (58,376) | (49,327) | |||
Depreciation and amortization | (189,276) | (131,951) | |||
General and administrative | (22,349) | (21,355) | |||
Transaction costs | (14,848) | (4,518) | |||
Impairments and loan loss reserves (recoveries), net | (39,123) | (8,858) | |||
Gain (loss) on sales of real estate, net | 164,869 | 8,044 | |||
Loss on debt extinguishments | 833 | 0 | |||
Other income (expense), net | 210,608 | 3,133 | |||
Income tax benefit (expense) | 33,044 | 3,458 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (11,927) | (18,294) | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 6,236 | 6,030 | |||
Equity income (loss) from unconsolidated joint ventures | (11,979) | (863) | |||
Net income (loss) | 282,540 | 64,990 | |||
Tax benefit recognized in conjunction with internal restructuring activities | 52,000 | ||||
Tax benefit recognized from CARES Act | 2,900 | ||||
Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | 585,150 | 436,154 | |||
Corporate and other assets | |||||
Segment reporting information, revenues | |||||
Total revenues | 0 | 0 | |||
Less: Interest income | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 0 | 0 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | 0 | 0 | |||
Operating expenses | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | |||
Adjustments to NOI | 0 | 0 | |||
Adjusted NOI | 0 | 0 | |||
Plus: Adjustments to NOI | 0 | 0 | |||
Interest income | 0 | 0 | |||
Interest expense | (53,970) | (47,891) | |||
Depreciation and amortization | 0 | 0 | |||
General and administrative | (22,349) | (21,355) | |||
Transaction costs | (14,848) | (4,518) | |||
Impairments and loan loss reserves (recoveries), net | 0 | 0 | |||
Gain (loss) on sales of real estate, net | 0 | 0 | |||
Loss on debt extinguishments | 833 | ||||
Other income (expense), net | (1,431) | 3,133 | |||
Income tax benefit (expense) | 33,044 | 3,458 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | |||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | |||
Net income (loss) | $ (58,721) | $ (67,173) | |||
Senior housing triple-net | |||||
Segment Disclosure | |||||
Number of facilities transitioned | facility | 7 | 18 | |||
Senior housing triple-net | Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | $ 33,135 | $ 58,831 | |||
Less: Interest income | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 0 | 0 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | 0 | (2) | |||
Operating expenses | (506) | (994) | |||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | |||
Adjustments to NOI | (3,374) | 566 | |||
Adjusted NOI | 29,255 | 58,401 | |||
Plus: Adjustments to NOI | 3,374 | (566) | |||
Interest income | 0 | 0 | |||
Interest expense | (82) | (589) | |||
Depreciation and amortization | (7,160) | (16,677) | |||
General and administrative | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Impairments and loan loss reserves (recoveries), net | (4,670) | 0 | |||
Gain (loss) on sales of real estate, net | 164,043 | 3,557 | |||
Loss on debt extinguishments | 0 | ||||
Other income (expense), net | 0 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 2 | |||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | |||
Net income (loss) | $ 184,760 | 44,128 | |||
SHOP | |||||
Segment Disclosure | |||||
Number of deconsolidating assets | property | 19 | ||||
SHOP | Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | $ 170,961 | 126,181 | |||
Less: Interest income | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 25,765 | 5,649 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | (538) | (472) | |||
Operating expenses | (138,130) | (96,947) | |||
Healthpeak's share of unconsolidated joint venture operating expenses | (17,956) | (4,161) | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 377 | 350 | |||
Adjustments to NOI | 531 | 1,182 | |||
Adjusted NOI | 41,010 | 31,782 | |||
Plus: Adjustments to NOI | (531) | (1,182) | |||
Interest income | 0 | 0 | |||
Interest expense | (2,855) | (663) | |||
Depreciation and amortization | (57,003) | (24,086) | |||
General and administrative | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Impairments and loan loss reserves (recoveries), net | (23,285) | 0 | |||
Gain (loss) on sales of real estate, net | (1,243) | 4,487 | |||
Loss on debt extinguishments | 0 | ||||
Other income (expense), net | 0 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (7,809) | (1,488) | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 161 | 122 | |||
Equity income (loss) from unconsolidated joint ventures | (18,150) | (477) | |||
Net income (loss) | (69,705) | 8,495 | |||
CCRC | Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | 91,780 | 0 | |||
Less: Interest income | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 21,647 | 52,238 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | 0 | 0 | |||
Operating expenses | (156,482) | 0 | |||
Healthpeak's share of unconsolidated joint venture operating expenses | (18,037) | (41,377) | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | |||
Adjustments to NOI | 91,561 | 3,452 | |||
Adjusted NOI | 30,469 | 14,313 | |||
Plus: Adjustments to NOI | (91,561) | (3,452) | |||
Interest income | 0 | 0 | |||
Interest expense | (1,304) | 0 | |||
Depreciation and amortization | (20,229) | 0 | |||
General and administrative | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Impairments and loan loss reserves (recoveries), net | 0 | 0 | |||
Gain (loss) on sales of real estate, net | 0 | 0 | |||
Loss on debt extinguishments | 0 | ||||
Other income (expense), net | 170,332 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (3,610) | (10,861) | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | |||
Equity income (loss) from unconsolidated joint ventures | (1,880) | (2,096) | |||
Net income (loss) | 82,217 | (2,096) | |||
Life science | Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | 128,883 | 94,473 | |||
Less: Interest income | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 0 | 0 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | (52) | (40) | |||
Operating expenses | (30,201) | (21,992) | |||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 17 | 13 | |||
Adjustments to NOI | (4,280) | (2,479) | |||
Adjusted NOI | 94,367 | 69,975 | |||
Plus: Adjustments to NOI | 4,280 | 2,479 | |||
Interest income | 0 | 0 | |||
Interest expense | (63) | (73) | |||
Depreciation and amortization | (50,211) | (36,248) | |||
General and administrative | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Impairments and loan loss reserves (recoveries), net | 0 | 0 | |||
Gain (loss) on sales of real estate, net | 0 | 0 | |||
Loss on debt extinguishments | 0 | ||||
Other income (expense), net | 0 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 35 | 27 | |||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | |||
Net income (loss) | 48,408 | 36,160 | |||
Medical office | Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | 145,146 | 142,195 | |||
Less: Interest income | 0 | 0 | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 695 | 705 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | (8,640) | (8,303) | |||
Operating expenses | (50,687) | (48,987) | |||
Healthpeak's share of unconsolidated joint venture operating expenses | (275) | (275) | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 2,600 | 2,424 | |||
Adjustments to NOI | (1,457) | (1,748) | |||
Adjusted NOI | 87,382 | 86,011 | |||
Plus: Adjustments to NOI | 1,457 | 1,748 | |||
Interest income | 0 | 0 | |||
Interest expense | (102) | (111) | |||
Depreciation and amortization | (53,148) | (53,020) | |||
General and administrative | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Impairments and loan loss reserves (recoveries), net | (2,706) | (8,858) | |||
Gain (loss) on sales of real estate, net | 2,109 | 0 | |||
Loss on debt extinguishments | 0 | ||||
Other income (expense), net | 0 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (420) | (430) | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 6,040 | 5,879 | |||
Equity income (loss) from unconsolidated joint ventures | 196 | 211 | |||
Net income (loss) | 40,808 | 31,430 | |||
Other non-reportable segments | Operating segment | |||||
Segment reporting information, revenues | |||||
Total revenues | 15,245 | 14,474 | |||
Less: Interest income | (3,688) | (1,713) | |||
Healthpeak's share of unconsolidated joint venture real estate revenues | 86 | 5,532 | |||
Noncontrolling interests' share of consolidated joint venture real estate revenues | 0 | 0 | |||
Operating expenses | (7) | (7) | |||
Healthpeak's share of unconsolidated joint venture operating expenses | 2 | (17) | |||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | |||
Adjustments to NOI | 461 | (279) | |||
Adjusted NOI | 12,099 | 17,990 | |||
Plus: Adjustments to NOI | (461) | 279 | |||
Interest income | 3,688 | 1,713 | |||
Interest expense | 0 | 0 | |||
Depreciation and amortization | (1,525) | (1,920) | |||
General and administrative | 0 | 0 | |||
Transaction costs | 0 | 0 | |||
Impairments and loan loss reserves (recoveries), net | (8,462) | 0 | |||
Gain (loss) on sales of real estate, net | (40) | 0 | |||
Loss on debt extinguishments | 0 | ||||
Other income (expense), net | 41,707 | 0 | |||
Income tax benefit (expense) | 0 | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (88) | (5,515) | |||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | |||
Equity income (loss) from unconsolidated joint ventures | 7,855 | 1,499 | |||
Net income (loss) | $ 54,773 | $ 14,046 | |||
Assets Leased to Others | Senior housing triple-net | |||||
Segment Disclosure | |||||
Property count | property | 43 | 78 | |||
CCRC JV | Assets Leased to Others | Other non-reportable segments | |||||
Segment Disclosure | |||||
Property count | property | 15 | 15 | |||
Brookedale MTCA | |||||
Segment reporting information, revenues | |||||
Gain (loss) on sales of real estate, net | $ 164,000 | ||||
Brookedale MTCA | CCRC JV | |||||
Segment Disclosure | |||||
Property count | property | 15 | ||||
Brookedale MTCA | CCRC JV | Assets Leased to Others | Other non-reportable segments | |||||
Segment Disclosure | |||||
Ownership interest acquired | 100.00% | ||||
Property count | property | 13 |
Segment Disclosures - Revenues
Segment Disclosures - Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Disclosure | ||
Total revenues | $ 585,150 | $ 436,154 |
Operating segment | ||
Segment Disclosure | ||
Total revenues | 585,150 | 436,154 |
Operating segment | Senior housing triple-net | ||
Segment Disclosure | ||
Total revenues | 33,135 | 58,831 |
Operating segment | SHOP | ||
Segment Disclosure | ||
Total revenues | 170,961 | 126,181 |
Operating segment | CCRC | ||
Segment Disclosure | ||
Total revenues | 91,780 | 0 |
Operating segment | Life science | ||
Segment Disclosure | ||
Total revenues | 128,883 | 94,473 |
Operating segment | Medical office | ||
Segment Disclosure | ||
Total revenues | 145,146 | 142,195 |
Operating segment | Other non-reportable segments | ||
Segment Disclosure | ||
Total revenues | $ 15,245 | $ 14,474 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental cash flow information: | ||
Interest paid, net of capitalized interest | $ 71,621 | $ 53,475 |
Income taxes paid (refunded) | (1,673) | (769) |
Capitalized interest | 6,970 | 8,369 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued construction costs | 126,185 | 94,904 |
Vesting of restricted stock units and conversion of non-managing member units into common stock | 1,077 | 4,341 |
Liabilities assumed with real estate acquisitions | 523,289 | 0 |
Conversion of DFLs to real estate | 0 | 350,540 |
Net noncash impact from the consolidation of previously unconsolidated joint ventures | $ 323,138 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 783,542 | $ 144,232 | $ 120,117 | |
Restricted cash | 106,557 | 40,425 | 26,535 | |
Cash, cash equivalents and restricted cash | $ 890,099 | $ 184,657 | $ 146,652 | $ 139,846 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)propertyfacilityjoint_venturetenantloan | Dec. 31, 2019USD ($) | |
Variable Interest Entity [Line Items] | ||
Secured mortgage loans | $ | $ 169,176 | $ 161,964 |
VIE tenants-operating leases | ||
Variable Interest Entity [Line Items] | ||
Number of properties leased (in properties) | property | 2 | |
Number of VIE tenants (in tenants) | tenant | 1 | |
Unconsolidated Variable Interest Entities | ||
Variable Interest Entity [Line Items] | ||
Number of unconsolidated joint ventures (in joint ventures) | 5 | |
Number of VIE borrowers with marketable debt securities (in joint ventures) | 1 | |
Number of loans to VIE borrowers (in loans) | loan | 1 | |
CCRC OpCo | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage (as a percent) | 49.00% | |
Waldwick | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage (as a percent) | 85.00% | |
Loan - seller financing | Senior housing triple-net | ||
Variable Interest Entity [Line Items] | ||
Secured mortgage loans | $ | $ 10,000 | |
Number of properties disposed | facility | 7 | |
Term of facility | 5 years | |
HCP Ventures V | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage (as a percent) | 51.00% | |
Watertown JV | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage (as a percent) | 95.00% | |
Life science joint ventures | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage (as a percent) | 99.00% | |
MSREI JV | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage (as a percent) | 51.00% | |
Consolidated lessees VIE | ||
Variable Interest Entity [Line Items] | ||
Number of properties leased (in properties) | property | 2 | |
DownREIT Partnerships | ||
Variable Interest Entity [Line Items] | ||
Number of controlling ownership interest entities as a managing member | 7 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
VIE tenants-operating leases | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 1,379 |
CCRC OpCo | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 0 |
Unconsolidated development joint ventures | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 27,476 |
Loan - seller financing | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 9,750 |
CMBS and LLC investment | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 35,037 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated Assets and Liabilities of VIEs (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
ASSETS | |||
Buildings and improvements | $ 12,720,111 | $ 11,120,039 | |
Development costs and construction in progress | 588,343 | 692,336 | |
Land | 2,114,024 | 1,992,602 | |
Accumulated depreciation and amortization | (2,840,632) | (2,771,922) | |
Net real estate | 12,581,846 | 11,033,055 | |
Investments in and advances to unconsolidated joint ventures | 479,900 | 825,515 | |
Accounts receivable, net | 85,037 | 59,417 | |
Cash and cash equivalents | 783,542 | 144,232 | $ 120,117 |
Restricted cash | 106,557 | 40,425 | $ 26,535 |
Intangible assets, net | 550,348 | 331,693 | |
Right-of-use asset, net | 171,843 | 172,486 | |
Other assets, net | 776,387 | 646,491 | |
Total assets | 16,072,679 | 14,032,891 | |
LIABILITIES AND EQUITY | |||
Mortgage debt | 490,049 | 276,907 | |
Intangible liabilities, net | 72,137 | 74,991 | |
Lease liability | 156,808 | 156,611 | |
Accounts payable, accrued liabilities, and other liabilities | 31,724 | 36,369 | |
Deferred revenue | 753,432 | 289,680 | |
Total liabilities | 8,259,236 | 7,365,417 | |
VIEs | |||
ASSETS | |||
Buildings and improvements | 2,983,887 | 3,236,105 | |
Development costs and construction in progress | 90,536 | 67,285 | |
Land | 447,758 | 526,576 | |
Accumulated depreciation and amortization | (594,085) | (568,574) | |
Net real estate | 2,928,096 | 3,261,392 | |
Accounts receivable, net | 10,884 | 11,986 | |
Cash and cash equivalents | 44,880 | 47,027 | |
Restricted cash | 13,631 | 13,596 | |
Intangible assets, net | 159,272 | 206,840 | |
Right-of-use asset, net | 92,225 | 92,664 | |
Other assets, net | 60,343 | 52,124 | |
Total assets | 3,309,331 | 3,685,629 | |
LIABILITIES AND EQUITY | |||
Mortgage debt | 218,027 | 218,767 | |
Intangible liabilities, net | 19,221 | 39,545 | |
Lease liability | 91,078 | 90,875 | |
Accounts payable, accrued liabilities, and other liabilities | 114,350 | 122,832 | |
Deferred revenue | 91,845 | 96,985 | |
Total liabilities | $ 534,521 | $ 569,004 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Summary of financial instruments | ||
Bank line of credit and commercial paper | $ 0 | $ 93,000 |
Senior unsecured notes | 5,650,053 | 5,647,993 |
Mortgage debt | 490,049 | 276,907 |
Carrying Value | ||
Summary of financial instruments | ||
Loans receivable, net | 220,652 | 190,579 |
Marketable debt securities | 19,902 | 19,756 |
Bank line of credit and commercial paper | 0 | 93,000 |
Term loan | 249,002 | 248,942 |
Senior unsecured notes | 5,650,053 | 5,647,993 |
Mortgage debt | 490,049 | 276,907 |
Derivative liabilities | 252 | 553 |
Fair Value | Level 1 | ||
Summary of financial instruments | ||
Senior unsecured notes | 5,835,325 | 6,076,150 |
Fair Value | Level 2 | ||
Summary of financial instruments | ||
Loans receivable, net | 216,624 | 190,579 |
Marketable debt securities | 19,902 | 19,756 |
Bank line of credit and commercial paper | 0 | 93,000 |
Term loan | 249,002 | 248,942 |
Mortgage debt | 470,521 | 280,373 |
Derivative liabilities | $ 252 | $ 553 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Derivative Instruments (Details) - Cash Flow - Interest-rate swap contracts | Mar. 31, 2020USD ($)derivative |
Derivative [Line Items] | |
Notional | $ 42,000,000 |
Pay Rate | 3.82% |
Fair value of interest rate hedge, liabilities | $ (252,000) |
Number of interest-rate contracts held | derivative | 3 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Interest-rate swap contracts | Maximum | |
Derivative [Line Items] | |
Estimate change in fair value of derivative for assumption of one percentage point change in the interest rate | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 01, 2020USD ($) | Apr. 30, 2020USD ($)property | Jan. 31, 2020USD ($) | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2019USD ($)property |
Medical office | ||||||
Subsequent Event [Line Items] | ||||||
Number of assets to be sold | property | 10 | |||||
Life science | ||||||
Subsequent Event [Line Items] | ||||||
Number of assets to be sold | property | 1 | 1 | ||||
SHOP | ||||||
Subsequent Event [Line Items] | ||||||
Number of assets to be sold | property | 7 | 9 | 18 | |||
SHOP | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of assets to be sold | property | 1 | |||||
Massachusetts | Life science | ||||||
Subsequent Event [Line Items] | ||||||
Deposit, nonrefundable | $ 20 | |||||
Massachusetts | Life science | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Payments to acquire real estate | $ 320 | |||||
San Diego | Medical office | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of assets to be sold | property | 3 | |||||
Proceeds from nonrefundable deposit | $ 5 | |||||
Medical office | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of buildings | $ 23 | |||||
Medical office | San Diego | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of buildings | $ 106 | |||||
SHOP | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of buildings | $ 36 | $ 68 | $ 181 | |||
SHOP | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sale of buildings | $ 12 |