Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | 5050 South Syracuse Street | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80237 | |
City Area Code | 949 | |
Local Phone Number | 407-0700 | |
Title of 12(b) Security | Common stock, $1.00 par value | |
Trading Symbol | PEAK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 538,360,606 | |
Entity Central Index Key | 0000765880 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Former Address | ||
Entity Information [Line Items] | ||
Entity Address, Address Line One | 1920 Main Street | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92614 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real estate: | ||
Buildings and improvements | $ 10,967,446 | $ 11,120,039 |
Development costs and construction in progress | 684,979 | 692,336 |
Land | 1,889,643 | 1,992,602 |
Accumulated depreciation and amortization | (2,507,881) | (2,771,922) |
Net real estate | 11,034,187 | 11,033,055 |
Net investment in direct financing leases | 44,706 | 84,604 |
Loans receivable, net of reserves of $11,547 and $0 | 231,162 | 190,579 |
Investments in and advances to unconsolidated joint ventures | 436,271 | 825,515 |
Accounts receivable, net of allowance of $9,004 and $4,565 | 63,216 | 59,417 |
Cash and cash equivalents | 197,119 | 144,232 |
Restricted cash | 102,419 | 40,425 |
Intangible assets, net | 501,583 | 331,693 |
Assets held for sale, net | 2,213,185 | 504,394 |
Right-of-use asset, net | 190,875 | 172,486 |
Other assets, net | 737,098 | 646,491 |
Total assets | 15,751,821 | 14,032,891 |
LIABILITIES AND EQUITY | ||
Bank line of credit and commercial paper | 0 | 93,000 |
Term loan | 249,122 | 248,942 |
Senior unsecured notes | 5,695,567 | 5,647,993 |
Mortgage debt | 435,206 | 276,907 |
Intangible liabilities, net | 108,031 | 74,991 |
Liabilities related to assets held for sale, net | 93,046 | 36,369 |
Lease liability | 175,002 | 156,611 |
Accounts payable, accrued liabilities, and other liabilities | 834,518 | 540,924 |
Deferred revenue | 755,021 | 289,680 |
Total liabilities | 8,345,513 | 7,365,417 |
Commitments and contingencies | ||
Common stock, $1.00 par value: 750,000,000 shares authorized; 538,354,755 and 505,221,643 shares issued and outstanding | 538,355 | 505,222 |
Additional paid-in capital | 10,228,086 | 9,183,892 |
Cumulative dividends in excess of earnings | (3,923,150) | (3,601,199) |
Accumulated other comprehensive income (loss) | (3,236) | (2,857) |
Total stockholders' equity | 6,840,055 | 6,085,058 |
Joint venture partners | 366,708 | 378,061 |
Non-managing member unitholders | 199,545 | 204,355 |
Total noncontrolling interests | 566,253 | 582,416 |
Total equity | 7,406,308 | 6,667,474 |
Total liabilities and equity | $ 15,751,821 | $ 14,032,891 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Parenthetical Disclosures | ||
Loans receivable, reserve (in dollars) | $ 11,547 | $ 0 |
Accounts receivable, allowance (in dollars) | $ 9,004 | $ 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) | 538,354,755 | 505,221,643 |
Common stock, shares outstanding (in shares) | 538,354,755 | 505,221,643 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Rental and related revenues | $ 326,530 | $ 312,600 | $ 953,581 | $ 908,019 |
Resident fees and services | 264,616 | 213,040 | 797,818 | 517,501 |
Income from direct financing leases | 2,150 | 9,590 | 7,569 | 33,304 |
Interest income | 4,443 | 2,741 | 12,361 | 6,868 |
Total revenues | 597,739 | 537,971 | 1,771,329 | 1,465,692 |
Costs and expenses: | ||||
Interest expense | 56,235 | 61,230 | 172,161 | 167,499 |
Depreciation and amortization | 173,630 | 171,944 | 541,394 | 469,191 |
Operating | 314,292 | 248,069 | 1,006,146 | 630,989 |
General and administrative | 21,661 | 22,970 | 67,730 | 71,445 |
Transaction costs | 2,586 | 1,319 | 18,061 | 7,174 |
Impairments and loan loss reserves (recoveries), net | 34,550 | 38,257 | 97,723 | 115,653 |
Total costs and expenses | 602,954 | 543,789 | 1,903,215 | 1,461,951 |
Other income (expense): | ||||
Gain (loss) on sales of real estate, net | 149 | (784) | 247,881 | 18,708 |
Loss on debt extinguishments | (17,921) | (35,017) | (42,912) | (36,152) |
Other income (expense), net | 7,060 | 693 | 237,254 | 24,834 |
Total other income (expense), net | (10,712) | (35,108) | 442,223 | 7,390 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (15,927) | (40,926) | 310,337 | 11,131 |
Income tax benefit (expense) | (24,174) | 6,261 | 16,216 | 11,583 |
Equity income (loss) from unconsolidated joint ventures | (19,480) | (7,643) | (48,545) | (10,012) |
Net income (loss) | (59,581) | (42,308) | 278,008 | 12,702 |
Noncontrolling interests' share in earnings | (3,836) | (3,555) | (10,839) | (10,692) |
Net income (loss) attributable to Healthpeak Properties, Inc. | (63,417) | (45,863) | 267,169 | 2,010 |
Participating securities' share in earnings | (351) | (386) | (2,151) | (1,223) |
Net income (loss) applicable to common shares | $ (63,768) | $ (46,249) | $ 265,018 | $ 787 |
Earnings (loss) per common share: | ||||
Basic (in dollars per share) | $ (0.12) | $ (0.09) | $ 0.50 | $ 0 |
Diluted (in dollars per share) | $ (0.12) | $ (0.09) | $ 0.50 | $ 0 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 538,333 | 491,203 | 527,908 | 482,595 |
Diluted (in shares) | 538,333 | 491,203 | 528,455 | 484,792 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (59,581) | $ (42,308) | $ 278,008 | $ 12,702 |
Other comprehensive income (loss): | ||||
Net unrealized gains (losses) on derivatives | (942) | 288 | (651) | 483 |
Change in Supplemental Executive Retirement Plan obligation and other | (108) | 69 | 272 | 206 |
Foreign currency translation adjustment | 0 | (1,121) | 0 | (1,204) |
Total other comprehensive income (loss) | (1,050) | (764) | (379) | (515) |
Total comprehensive income (loss) | (60,631) | (43,072) | 277,629 | 12,187 |
Total comprehensive income (loss) attributable to noncontrolling interests | (3,836) | (3,555) | (10,839) | (10,692) |
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. | $ (64,467) | $ (46,627) | $ 266,790 | $ 1,495 |
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 | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentCumulative Dividends In Excess Of Earnings | Cumulative Effect, Period of Adoption, AdjustmentTotal Stockholders’ Equity | Cumulative Effect, Period of Adoption, Adjusted Balance | Cumulative Effect, Period of Adoption, Adjusted BalanceCommon Stock | Cumulative Effect, Period of Adoption, Adjusted BalanceAdditional Paid-In Capital | Cumulative Effect, Period of Adoption, Adjusted BalanceCumulative Dividends In Excess Of Earnings | Cumulative Effect, Period of Adoption, Adjusted BalanceAccumulated Other Comprehensive Income (Loss) | Cumulative Effect, Period of Adoption, Adjusted BalanceTotal Stockholders’ Equity | Cumulative Effect, Period of Adoption, Adjusted BalanceTotal Noncontrolling Interests | |||
Balance (in shares) at Dec. 31, 2018 | 477,496 | 477,496 | ||||||||||||||||||
Balance at Dec. 31, 2018 | $ 6,512,591 | $ 477,496 | $ 8,398,847 | $ (2,927,196) | $ (4,708) | $ 5,944,439 | $ 568,152 | $ 590 | [1] | $ 590 | [1] | $ 590 | [1] | $ 6,513,181 | $ 477,496 | $ 8,398,847 | $ (2,926,606) | $ (4,708) | $ 5,945,029 | $ 568,152 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 12,702 | 2,010 | 2,010 | 10,692 | ||||||||||||||||
Other comprehensive income (loss) | (515) | (515) | (515) | |||||||||||||||||
Issuance of common stock, net (in shares) | 17,272 | |||||||||||||||||||
Issuance of common stock, net | 509,242 | $ 17,272 | 491,970 | 509,242 | ||||||||||||||||
Conversion of DownREIT units to common stock (in shares) | 184 | |||||||||||||||||||
Conversion of DownREIT units to common stock | 0 | $ 184 | 3,890 | 4,074 | (4,074) | |||||||||||||||
Repurchase of common stock (in shares) | (159) | |||||||||||||||||||
Repurchase of common stock | (4,931) | $ (159) | (4,772) | (4,931) | ||||||||||||||||
Exercise of stock options (in shares) | 55 | |||||||||||||||||||
Exercise of stock options | 1,435 | $ 55 | 1,380 | 1,435 | ||||||||||||||||
Amortization of deferred compensation | 14,529 | 14,529 | 14,529 | |||||||||||||||||
Common dividends | (536,660) | (536,660) | (536,660) | |||||||||||||||||
Distributions to noncontrolling interests | (17,724) | (17,724) | ||||||||||||||||||
Issuances of noncontrolling interests | 33,318 | 33,318 | ||||||||||||||||||
Purchase of noncontrolling interests | (1,218) | (1,079) | (1,079) | (139) | ||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 494,848 | |||||||||||||||||||
Balance at Sep. 30, 2019 | $ 6,523,359 | $ 494,848 | 8,904,765 | (3,461,256) | (5,223) | 5,933,134 | 590,225 | |||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2018 | 477,496 | 477,496 | ||||||||||||||||||
Balance at Dec. 31, 2018 | $ 6,512,591 | $ 477,496 | 8,398,847 | (2,927,196) | (4,708) | 5,944,439 | 568,152 | 590 | [1] | 590 | [1] | 590 | [1] | 6,513,181 | $ 477,496 | 8,398,847 | (2,926,606) | (4,708) | 5,945,029 | 568,152 |
Balance (in shares) at Dec. 31, 2019 | 505,222 | 505,222 | ||||||||||||||||||
Balance at Dec. 31, 2019 | 6,667,474 | $ 505,222 | 9,183,892 | (3,601,199) | (2,857) | 6,085,058 | 582,416 | (1,524) | [2] | (1,524) | [2] | (1,524) | [2] | 6,665,950 | $ 505,222 | 9,183,892 | (3,602,723) | (2,857) | 6,083,534 | 582,416 |
Balance (in shares) at Jun. 30, 2019 | 491,109 | |||||||||||||||||||
Balance at Jun. 30, 2019 | 6,619,272 | $ 491,109 | 8,801,037 | (3,233,283) | (4,459) | 6,054,404 | 564,868 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | (42,308) | (45,863) | (45,863) | 3,555 | ||||||||||||||||
Other comprehensive income (loss) | (764) | (764) | (764) | |||||||||||||||||
Issuance of common stock, net (in shares) | 3,703 | |||||||||||||||||||
Issuance of common stock, net | 102,429 | $ 3,703 | 98,726 | 102,429 | ||||||||||||||||
Repurchase of common stock (in shares) | (10) | |||||||||||||||||||
Repurchase of common stock | (349) | $ (10) | (339) | (349) | ||||||||||||||||
Exercise of stock options (in shares) | 46 | |||||||||||||||||||
Exercise of stock options | 1,216 | $ 46 | 1,170 | 1,216 | ||||||||||||||||
Amortization of deferred compensation | 4,171 | 4,171 | 4,171 | |||||||||||||||||
Common dividends | (182,110) | (182,110) | (182,110) | |||||||||||||||||
Distributions to noncontrolling interests | (7,901) | (7,901) | ||||||||||||||||||
Issuances of noncontrolling interests | 29,703 | 29,703 | ||||||||||||||||||
Balance (in shares) at Sep. 30, 2019 | 494,848 | |||||||||||||||||||
Balance at Sep. 30, 2019 | 6,523,359 | $ 494,848 | 8,904,765 | (3,461,256) | (5,223) | 5,933,134 | 590,225 | |||||||||||||
Balance (in shares) at Dec. 31, 2019 | 505,222 | 505,222 | ||||||||||||||||||
Balance at Dec. 31, 2019 | 6,667,474 | $ 505,222 | 9,183,892 | (3,601,199) | (2,857) | 6,085,058 | 582,416 | $ (1,524) | [2] | $ (1,524) | [2] | $ (1,524) | [2] | $ 6,665,950 | $ 505,222 | $ 9,183,892 | $ (3,602,723) | $ (2,857) | $ 6,083,534 | $ 582,416 |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 278,008 | 267,169 | 267,169 | 10,839 | ||||||||||||||||
Other comprehensive income (loss) | (379) | (379) | (379) | |||||||||||||||||
Issuance of common stock, net (in shares) | 33,248 | |||||||||||||||||||
Issuance of common stock, net | 1,065,900 | $ 33,248 | 1,032,652 | 1,065,900 | ||||||||||||||||
Conversion of DownREIT units to common stock (in shares) | 120 | |||||||||||||||||||
Conversion of DownREIT units to common stock | 0 | $ 120 | 3,957 | 4,077 | (4,077) | |||||||||||||||
Repurchase of common stock (in shares) | (289) | |||||||||||||||||||
Repurchase of common stock | (10,273) | $ (289) | (9,984) | (10,273) | ||||||||||||||||
Exercise of stock options (in shares) | 54 | |||||||||||||||||||
Exercise of stock options | 1,806 | $ 54 | 1,752 | 1,806 | ||||||||||||||||
Amortization of deferred compensation | 15,817 | 15,817 | 15,817 | |||||||||||||||||
Common dividends | (587,596) | (587,596) | (587,596) | |||||||||||||||||
Distributions to noncontrolling interests | (22,925) | (22,925) | ||||||||||||||||||
Balance (in shares) at Sep. 30, 2020 | 538,355 | |||||||||||||||||||
Balance at Sep. 30, 2020 | 7,406,308 | $ 538,355 | 10,228,086 | (3,923,150) | (3,236) | 6,840,055 | 566,253 | |||||||||||||
Balance (in shares) at Jun. 30, 2020 | 538,318 | |||||||||||||||||||
Balance at Jun. 30, 2020 | 7,668,721 | $ 538,318 | 10,222,728 | (3,660,187) | (2,186) | 7,098,673 | 570,048 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | (59,581) | (63,417) | (63,417) | 3,836 | ||||||||||||||||
Other comprehensive income (loss) | (1,050) | (1,050) | (1,050) | |||||||||||||||||
Issuance of common stock, net (in shares) | 47 | |||||||||||||||||||
Issuance of common stock, net | 511 | $ 47 | 464 | 511 | ||||||||||||||||
Repurchase of common stock (in shares) | (10) | |||||||||||||||||||
Repurchase of common stock | (275) | $ (10) | (265) | (275) | ||||||||||||||||
Amortization of deferred compensation | 5,159 | 5,159 | 5,159 | |||||||||||||||||
Common dividends | (199,546) | (199,546) | (199,546) | |||||||||||||||||
Distributions to noncontrolling interests | (7,631) | (7,631) | ||||||||||||||||||
Balance (in shares) at Sep. 30, 2020 | 538,355 | |||||||||||||||||||
Balance at Sep. 30, 2020 | $ 7,406,308 | $ 538,355 | $ 10,228,086 | $ (3,923,150) | $ (3,236) | $ 6,840,055 | $ 566,253 | |||||||||||||
[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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common dividends, per share (in dollars per share) | $ 0.37 | $ 0.37 | $ 1.11 | $ 1.11 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 278,008 | $ 12,702 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of real estate, in-place lease and other intangibles | 541,394 | 469,191 |
Amortization of deferred compensation | 13,392 | 14,529 |
Amortization of deferred financing costs | 7,670 | 8,174 |
Straight-line rents | (24,086) | (16,220) |
Amortization of nonrefundable entrance fees and above/below market lease intangibles | (58,849) | 0 |
Equity loss (income) from unconsolidated joint ventures | 48,545 | 10,012 |
Distributions of earnings from unconsolidated joint ventures | 11,928 | 12,001 |
Loss (gain) on sale of real estate under direct financing leases | (41,670) | 0 |
Deferred income tax expense (benefit) | (8,245) | (14,468) |
Impairments and loan loss reserves (recoveries), net | 97,723 | 115,653 |
Loss on debt extinguishments | 42,912 | 36,152 |
Loss (gain) on sales of real estate, net | (247,881) | (18,708) |
Loss (gain) upon change of control, net | (173,222) | (11,481) |
Casualty-related loss (recoveries), net | 469 | (4,406) |
Other non-cash items | 653 | (1,157) |
Decrease (increase) in accounts receivable and other assets, net | 22,503 | (31,445) |
Increase (decrease) in accounts payable, accrued liabilities and deferred revenue | 28,480 | 48,072 |
Net cash provided by (used in) operating activities | 539,724 | 628,601 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (340,405) | (1,315,168) |
Development, redevelopment, and other major improvements of real estate | (577,524) | (441,416) |
Leasing costs, tenant improvements, and recurring capital expenditures | (61,329) | (62,840) |
Proceeds from sales of real estate, net | 568,828 | 165,683 |
Acquisition of CCRC Portfolio | (394,177) | 0 |
Contributions to unconsolidated joint ventures | (9,792) | (14,067) |
Distributions in excess of earnings from unconsolidated joint ventures | 6,200 | 16,166 |
Proceeds from insurance recovery | 0 | 9,359 |
Proceeds from sales/principal repayments on debt investments and direct financing leases | 125,372 | 274,025 |
Investments in loans receivable, direct financing leases and other | (83,651) | (73,256) |
Net cash provided by (used in) investing activities | (766,478) | (1,441,514) |
Cash flows from financing activities: | ||
Borrowings under bank line of credit and commercial paper | 2,025,600 | 2,690,000 |
Repayments under bank line of credit and commercial paper | (2,118,600) | (2,030,000) |
Issuance and borrowings of debt, excluding bank line of credit and commercial paper | 594,750 | 1,296,607 |
Repayments and repurchase of debt, excluding bank line of credit and commercial paper | (559,725) | (1,308,596) |
Borrowings under term loan | 0 | 250,000 |
Payments for debt extinguishment and deferred financing costs | (47,149) | (53,225) |
Issuance of common stock and exercise of options | 1,067,706 | 510,677 |
Repurchase of common stock | (10,273) | (4,931) |
Dividends paid on common stock | (587,596) | (536,660) |
Issuance of noncontrolling interests | 0 | 33,318 |
Distributions to and purchase of noncontrolling interests | (22,925) | (18,942) |
Net cash provided by (used in) financing activities | 341,788 | 828,248 |
Effect of foreign exchanges on cash, cash equivalents and restricted cash | (153) | (77) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 114,881 | 15,258 |
Cash, cash equivalents and restricted cash, beginning of period | 184,657 | 139,846 |
Cash, cash equivalents and restricted cash, end of period | $ 299,538 | $ 155,104 |
Business
Business | 9 Months Ended |
Sep. 30, 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 acquires, develops, leases, owns, and manages healthcare real estate. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) senior housing triple-net; (ii) senior housing operating portfolio (“SHOP”); (iii) continuing care retirement community (“CCRC”); (iv) life science; and (v) medical office. New Corporate Headquarters In November 2020, the Company established a new corporate headquarters in Denver, CO. With properties in nearly every state, the new headquarters provides a favorable mix of affordability and a centralized geographic location. The Company’s Irvine, CA and Franklin, TN offices will continue to operate. COVID-19 Update In March 2020, the World Health Organization declared the outbreak caused by the coronavirus (“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. Global health concerns and increased efforts to reduce the spread of the COVID-19 pandemic prompted federal, state, and local governments to restrict normal daily activities, and resulted in travel bans, quarantines, school closings, “shelter-in-place” orders requiring individuals to remain in their homes other than to conduct essential services or activities, as well as business limitations and shutdowns, which resulted in closure of many businesses deemed to be non-essential. Although some of these restrictions have since been lifted or scaled back, certain restrictions remain in place and any future surges of COVID-19 may lead to other restrictions being re-implemented in response to efforts to reduce the spread. In addition, the Company’s tenants, operators and borrowers are facing significant cost increases as a result of increased health and safety measures, including increased staffing demands for patient care and sanitation, as well as increased usage and inventory of critical medical supplies and personal protective equipment. These health and safety measures, which may remain in place for a significant amount of time or be re-imposed from time to time, continue to place 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 information concerning the impact of COVID-19 into its assessments of liquidity, impairments, and collectibility from tenants, residents, and borrowers as of September 30, 2020. The Company will continue to monitor such impacts and will adjust its estimates and assumptions based on the best available information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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”). Government Grant Income On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three and nine months ended September 30, 2020, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of September 30, 2020, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company had complied or will comply with all grant conditions. The following table summarizes information related to government grant income recognized by the Company (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Government grant income recorded in other income (expense), net $ 2,153 $ — $ 16,233 $ — Government grant income recorded in equity income (loss) from unconsolidated joint ventures 295 — 1,099 — Total government grants received $ 2,448 $ — $ 17,332 $ — 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. 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 and right-of-use asset of $166 million on January 1, 2019. The aggregate lease liability was calculated as the present value of minimum lease payments, discounted using a rate that approximated the Company’s secured incremental borrowing rate at the time of adoption, adjusted for the noncancelable term of each lease. The right-of-use asset was 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. 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 previous accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Historically, when credit losses were measured under previous 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 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 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). 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 and nine months ended September 30, 2020, the Company provided rent deferrals (to be repaid before the end of 2020) to certain tenants in its life science and medical office segments that were impacted by COVID-19 (discussed in further detail in Note 5). As it relates to these deferrals, the Company elected to not assess them on a lease-by-lease basis and to continue recognizing rent revenue on a straight-line basis. While the Company’s election for rent deferrals will be applied consistently to future deferrals of a similar nature, if the Company grants future lease concessions of a different type (such as rent abatements), it will make an election related to those concessions at that time. |
Master Transactions and Coopera
Master Transactions and Cooperation Agreement with Brookdale | 9 Months Ended |
Sep. 30, 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 one property to be transitioned or sold to a third party, 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 CCRC JV will sell the remaining two CCRCs, which are being marketed for sale to third parties. • The Company will terminate the triple-net lease related to one property and convert it to a RIDEA structure or sell it to a third party; and • 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 of September 30, 2020, the Company had funded $4 million of this capital investment. 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 ranging from 2% to 3%, and 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 | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Transactions | Real Estate Transactions 2020 Real Estate Investments The Post Acquisition In April 2020, the Company acquired a life science campus in Waltham, Massachusetts for $320 million. Scottsdale Gateway Acquisition In July 2020, the Company acquired one medical office building (“MOB”) in Scottsdale, Arizona for $27 million. Midwest MOB Portfolio Acquisition In September 2020, the Company entered into definitive agreements to acquire a portfolio of seven MOBs located in Indiana, Missouri, and Illinois for $169 million. The Company made a $9 million nonrefundable deposit upon completing due diligence in September 2020 and closed the transaction in October 2020. Cambridge Discovery Park Acquisition In October 2020, the Company entered into definitive agreements to acquire three life science facilities in Cambridge, Massachusetts for $610 million and a 49% joint venture interest in a fourth property on the same campus for $54 million. The Company made a $20 million nonrefundable deposit upon completing due diligence in October 2020 and expects to close the transaction during the fourth quarter of 2020. South San Francisco Land Site Acquisition In October 2020, the Company executed a definitive agreement to acquire approximately 12 acres of land for $128 million. The acquisition site is located in South San Francisco, California, adjacent to two sites currently held by the Company as land for future development. The Company made a $10 million nonrefundable deposit upon completing due diligence in November 2020 and expects to close the transaction during the first half of 2021. 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 of 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 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 increased by $37 million, to $398 million at September 30, 2020, when compared to December 31, 2019, primarily as a result of increased commitments on existing projects and new projects started during the third quarter of 2020. Held for Sale At September 30, 2020, 33 senior housing triple-net facilities, 5 MOBs, 97 SHOP facilities, 1 property included in the Company’s other non-reportable segment, 5 loans receivable (see Note 6), and 2 preferred equity investments (see Note 7) were classified as held for sale, with an aggregate carrying value of $2.21 billion, primarily comprised of real estate assets of $2.15 billion (net of accumulated depreciation of $659 million) and loans receivable of $23 million. Liabilities related to assets held for sale were primarily comprised of mortgage debt of $77 million and other liabilities of $16 million at September 30, 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 related to 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 In October 2020, the Company entered into a definitive agreement to sell seven SHOP assets for $115 million. The Company received a $3 million nonrefundable deposit upon completion of due diligence in October 2020. In October and November 2020, the Company sold seven SHOP assets and three senior housing triple-net assets for $88 million. During the three months ended September 30, 2020 , the Company sold four SHOP assets for $12 million, four MOBs for $14 million, one undeveloped MOB land parcel for $2 million, and one asset from the other non-reportable segment for $1 million, resulting in no material gain or loss on sales. During the three months ended June 30, 2020, the Company sold two SHOP assets for $28 million, resulting in total gain on sales of $2 million. Additionally, during the three months ended June 30, 2020, one of the Company’s tenants exercised its option to acquire three MOBs in San Diego, California for $106 million. The Company completed the sale in June 2020, resulting in total gain on sales of $81 million. During the three months 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 three months ended September 30, 2019, the Company sold one MOB for $3 million and one SHOP asset for $7 million, resulting in no material gain or loss on sales. During the nine months ended September 30, 2019, the Company sold 11 SHOP assets for $89 million, 2 senior housing triple-net assets for $26 million, 6 MOBs for $18 million, 1 life science asset for $7 million, and 1 undeveloped life science land parcel for $35 million, resulting in total gain on sales of $19 million. Impairments of Real Estate 2020 During the three months ended September 30, 2020, the Company recognized an aggregate impairment charge of $37 million related to nine SHOP assets, one senior housing triple-net asset, and one MOB 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 $163 million. During the nine months ended September 30, 2020, the Company recognized an aggregate impairment charge of $87 million related to 28 SHOP assets, 5 senior housing triple-net assets, 2 MOBs, and 1 undeveloped MOB land parcel as a result of being classified as held for sale and wrote down their aggregate carrying value of $424 million to their aggregate fair value, less estimated costs to sell, of $337 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 and/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, (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 and as of the nine months ended September 30, 2020, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $33,000 to $300,000, with a weighted average price per unit of $136,000. 2019 During the three months ended September 30, 2019, the Company recognized an aggregate impairment charge of $34 million related to seven SHOP assets, four senior housing triple-net assets, two MOBs, and one other non-reportable asset that were classified as held for sale and wrote down their aggregate carrying value of $124 million to their aggregate fair value less estimated costs to sell of $90 million. Additionally, during the three months ended September 30, 2019, the Company recognized an impairment charge of $4 million related to one MOB that it intends to demolish. During the nine months ended September 30, 2019, the Company recognized an aggregate impairment charge of $93 million related to 4 senior housing triple-net assets, 15 SHOP assets, 2 MOBs, and 1 other non-reportable asset that were classified as held for sale and wrote down their aggregate carrying value of $288 million to their aggregate fair value less estimated costs to sell of $195 million. During the nine months ended September 30, 2019, the Company also recognized an impairment charge of $4 million related to one MOB that it intends to demolish. 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. For the Company’s impairment calculations during the nine months ended September 30, 2019, the Company estimated the fair value of each asset using either (i) market capitalization rates ranging from 4.97% to 8.27%, with a weighted average rate of 6.09% or (ii) prices per unit ranging from $46,000 to $125,000, with a weighted average price of $71,000. Additionally, during the nine months ended September 30, 2019, the Company recognized a $5 million casualty-related gain, net of deferred tax impacts, as a result of insurance proceeds received for property damage and other associated costs related to hurricanes in 2017. The gain is recorded in other income (expense), net. Lastly, during the nine months ended September 30, 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. The fair value of the assets are considered to be Level 2 measurements within the fair value hierarchy. Deferred Tax Asset Valuation Allowance In conjunction with the Company establishing a plan during the third quarter of 2020 to dispose of a portion of its SHOP portfolio, the Company concluded it was more likely than not that it would no longer realize the future value of certain deferred tax assets generated by the net operating losses of its taxable REIT subsidiaries. Accordingly, the Company recognized a deferred tax asset valuation allowance and corresponding income tax expense of $31 million during the three months ended September 30, 2020. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Lease Income The following table summarizes the Company’s lease income (dollars in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Fixed income from operating leases $ 262,558 $ 255,447 $ 770,327 $ 730,277 Variable income from operating leases 63,972 57,153 183,254 177,742 Interest income from direct financing leases 2,150 9,590 7,569 33,304 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): September 30, December 31, Present value of minimum lease payments receivable $ 11,955 $ 19,138 Present value of estimated residual value 44,706 84,604 Less deferred selling profits (11,955) (19,138) 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 September 30, 2020 (dollars in thousands): Carrying Percentage of 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 transferred 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 was 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. For the DFL Sale Portfolio, during the three and nine months ended September 30, 2019, income from DFLs was $5 million and $17 million, respectively, and cash payments received were $5 million and $16 million, respectively. Lease Costs The following table provides supplemental cash flow information regarding the Company’s leases for which it is the lessee, such as ground leases (dollars in thousands): Nine Months Ended September 30, Supplemental Cash Flow Information: 2020 2019 Right-of-use asset obtained in exchange for new lease liability: Operating leases $ 24,984 $ 4,084 COVID-19 Rent Deferrals During the second and third quarters of 2020, the Company agreed to defer rent from certain tenants in the medical office segment, with the requirement that all deferred rent be repaid by the end of 2020. Under this program, through September 30, 2020, approximately $6 million of rent was deferred for the medical office segment, of which $3 million remained outstanding as of September 30, 2020. Additionally, through September 30, 2020, the Company granted approximately $1 million of rent deferrals to certain tenants in the life science segment, an immaterial amount of which remained outstanding as of September 30, 2020. |
Leases | Leases Lease Income The following table summarizes the Company’s lease income (dollars in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Fixed income from operating leases $ 262,558 $ 255,447 $ 770,327 $ 730,277 Variable income from operating leases 63,972 57,153 183,254 177,742 Interest income from direct financing leases 2,150 9,590 7,569 33,304 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): September 30, December 31, Present value of minimum lease payments receivable $ 11,955 $ 19,138 Present value of estimated residual value 44,706 84,604 Less deferred selling profits (11,955) (19,138) 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 September 30, 2020 (dollars in thousands): Carrying Percentage of 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 transferred 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 was 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. For the DFL Sale Portfolio, during the three and nine months ended September 30, 2019, income from DFLs was $5 million and $17 million, respectively, and cash payments received were $5 million and $16 million, respectively. Lease Costs The following table provides supplemental cash flow information regarding the Company’s leases for which it is the lessee, such as ground leases (dollars in thousands): Nine Months Ended September 30, Supplemental Cash Flow Information: 2020 2019 Right-of-use asset obtained in exchange for new lease liability: Operating leases $ 24,984 $ 4,084 COVID-19 Rent Deferrals During the second and third quarters of 2020, the Company agreed to defer rent from certain tenants in the medical office segment, with the requirement that all deferred rent be repaid by the end of 2020. Under this program, through September 30, 2020, approximately $6 million of rent was deferred for the medical office segment, of which $3 million remained outstanding as of September 30, 2020. Additionally, through September 30, 2020, the Company granted approximately $1 million of rent deferrals to certain tenants in the life science segment, an immaterial amount of which remained outstanding as of September 30, 2020. |
Loans Receivable
Loans Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): September 30, 2020 December 31, 2019 Secured mortgage loans (1) $ 212,393 $ 161,964 Mezzanine and other 52,052 27,752 Unamortized discounts, fees, and costs 887 863 Reserve for loan losses (11,547) — Loans receivable including loans receivable held for sale 253,785 190,579 Loans receivable held for sale (22,623) — Loans receivable, net $ 231,162 $ 190,579 _______________________________________ (1) At September 30, 2020, the Company had $14 million remaining of commitments to fund $196 million of senior housing development and redevelopment projects. At December 31, 2019, the Company had $25 million remaining of commitments to fund $174 million of senior housing development and redevelopment projects. Loans Receivable Held for Sale At September 30, 2020, two secured mortgage loans with an aggregate carrying value of $11 million and three mezzanine loans with an aggregate carrying value of $12 million were classified as assets held for sale. 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 held approximately $30 million of such notes receivable from various community residents at the time of acquisition. At September 30, 2020, the Company held $21 million of such receivables, which is included in mezzanine and other in the table above. 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, net of reserves for loan losses, as of September 30, 2020 (dollars in thousands): Investment Type Year of Origination Total 2020 2019 2018 2017 2016 Secured mortgage loans (1) Risk rating: Performing loans $ 36,805 $ 58,998 $ — $ 114,459 $ — $ 210,262 Watch list loans — — — — — — Workout loans — — — — — — Total secured mortgage loans $ 36,805 $ 58,998 $ — $ 114,459 $ — $ 210,262 Mezzanine and other (1) Risk rating: Performing loans $ 18,966 $ 14,243 $ — $ — $ 8,453 $ 41,662 Watch list loans — — — 1,861 — 1,861 Workout loans — — — — — — Total mezzanine and other $ 18,966 $ 14,243 $ — $ 1,861 $ 8,453 $ 43,523 _______________________________________ (1) Includes loans receivable held for sale. 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, which the Company utilizes to calculate the debt service coverages used 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 current expected credit losses for loans receivable and unfunded loan commitments, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted 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 September 30, 2020 (in thousands): September 30, 2020 Secured Mortgage Loans Mezzanine and Other Total Reserve for loan losses, December 31, 2019 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings 513 907 1,420 Provision for expected loan losses 1,851 8,276 10,127 Reserve for loan losses, September 30, 2020 $ 2,364 $ 9,183 $ 11,547 Additionally, at September 30, 2020, a liability of $111,000 related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities. Credit loss expenses and recoveries are recorded in impairments and loan loss reserves (recoveries), net. During the three months ended September 30, 2020, the net credit loss recovery was $3 million, and during the nine months ended September 30, 2020, the net credit loss expense was $10 million. The change in the provision for expected loan losses during the three months ended September 30, 2020 is primarily due to a more positive economic outlook and classifying certain loans as held for sale at September 30, 2020. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 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 September 30, December 31, Entity (1)(2) Segment Property Count (3) Ownership % (3) 2020 2019 SWF SH JV (4) SHOP 19 54 $ 374,198 $ 428,258 MBK JV SHOP 5 50 36,034 33,415 Other SHOP JVs (5) SHOP 2 50 - 90 15,973 17,719 Medical Office JVs (6) MOB 3 20 - 67 9,719 9,845 CCRC JV (7) CCRC 2 49 347 325,830 Other JVs (8) Other — — — 10,372 Advances to unconsolidated joint ventures, net — 76 $ 436,271 $ 825,515 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) The property count, ownership percentage, and carrying amount at September 30, 2020 exclude the Discovery Naples JV (41%) and Discovery Sarasota JV (47%), which are classified as assets held for sale and had an aggregate carrying value of $9 million at September 30, 2020. At December 31, 2019, the carrying value for both investments is included in Other JVs. 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. (3) Property count and ownership percentage are as of September 30, 2020. (4) In December 2019, the Company formed the SWF SH JV with a sovereign wealth fund (see Note 4). (5) Unconsolidated other 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%). (6) 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%). (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. (8) In January 2020, the Company sold its interest in the remaining K&Y joint venture for $12 million. At December 31, 2019, the 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. Waldwick JV. In October 2020, the Company acquired the remaining 15% equity interest in the Waldwick JV for $4 million. Subsequent to acquisition, the Company owned 100% of the equity and began consolidating the real estate held by the venture. 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. |
Intangibles
Intangibles | 9 Months Ended |
Sep. 30, 2020 | |
Intangibles [Abstract] | |
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 (dollars in thousands): Intangible lease assets September 30, December 31, Gross intangible lease assets $ 722,259 $ 615,538 Accumulated depreciation and amortization (220,676) (283,845) Intangible assets, net (1) $ 501,583 $ 331,693 Weighted average remaining amortization period in years 6 5 _______________________________________ (1) Excludes intangible assets held for sale of $14 million and $11 million as of September 30, 2020 and December 31, 2019, respectively. Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands): Intangible lease liabilities September 30, December 31, Gross intangible lease liabilities $ 153,624 $ 113,213 Accumulated depreciation and amortization (45,593) (38,222) Intangible liabilities, net $ 108,031 $ 74,991 Weighted average remaining amortization period in years 8 7 During the nine months ended September 30, 2020, in conjunction with the Company’s acquisitions of real estate (including the consolidation of 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 $298 million and intangible liabilities of $42 million. The intangible assets and liabilities acquired have a weighted average amortization period of 7 years and 10 years, respectively. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2020, the margin on the Revolving Facility was 0.83% and the facility fee was 0.15%. At September 30, 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 September 30, 2020, the 2019 Term Loan accrues interest at a rate of LIBOR plus 0.90%, with a weighted average effective interest rate of 1.14%. 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 September 30, 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. At September 30, 2020, the Company had no balance outstanding under the Commercial Paper Program. Senior Unsecured Notes At September 30, 2020, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.75 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 September 30, 2020. The following table summarizes the Company’s senior unsecured notes issuances during the nine months ended September 30, 2020 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Date June 23, 2020 $ 600,000 2.88 % 2031 The following table summarizes the Company’s senior unsecured notes payoffs and repurchases during the nine months ended September 30, 2020 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Date July 9, 2020 (1) $ 300,000 3.15 % 2022 June 24, 2020 (2) $ 250,000 4.25 % 2023 _______________________________________ (1) Upon completing the redemption of the 3.15% senior unsecured notes due in 2022, the Company recognized an $18 million loss on debt extinguishment. (2) Upon repurchasing a portion of the 4.25% senior unsecured notes due in 2023, the Company recognized a $26 million loss on debt extinguishment. The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2019 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Date November 21, 2019 $ 750,000 3.00 % 2030 July 5, 2019 $ 650,000 3.25 % 2026 July 5, 2019 $ 650,000 3.50 % 2029 The following table summarizes the Company’s senior unsecured notes payoffs and repurchases during the year ended December 31, 2019 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Date November 21, 2019 (1) $ 350,000 4.00 % 2022 July 22, 2019 (2) $ 800,000 2.63 % 2020 July 8, 2019 (2) $ 250,000 4.00 % 2022 July 8, 2019 (2) $ 250,000 4.25 % 2023 _______________________________________ (1) Upon repurchasing the 4.00% senior unsecured notes due in 2022, the Company recognized a $22 million loss on debt extinguishment. (2) Upon completing the redemption of the 2.63% senior unsecured notes due in 2020 and repurchasing a portion of the 4.25% senior unsecured notes due in 2023 and the 4.00% senior unsecured notes due in 2022, the Company recognized a $35 million loss on debt extinguishment. Mortgage Debt At September 30, 2020, the Company had $421 million in aggregate principal of mortgage debt outstanding (excluding mortgage debt on assets held for sale), which is secured by 14 healthcare facilities with an aggregate carrying value of $856 million. During the three and nine months ended September 30, 2020, the Company made aggregate principal repayments of mortgage debt of $2 million and $10 million, respectively. During the three and nine months ended September 30, 2019, the Company made aggregate principal repayments of mortgage debt of $1 million and $3 million, respectively. 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 September 30, 2020 (in thousands): Year Bank Line of Commercial Paper Term Loan Senior Unsecured Notes (1) Mortgage Debt (2) Total 2020 (three months) $ — $ — $ — $ — $ 1,884 $ 1,884 2021 — — — — 15,004 15,004 2022 — — — — 7,215 7,215 2023 — — — 300,000 92,365 392,365 2024 — — 250,000 1,150,000 5,652 1,405,652 Thereafter — — — 4,300,000 298,672 4,598,672 — — 250,000 5,750,000 420,792 6,420,792 (Discounts), premium and debt costs, net — — (878) (54,433) 14,414 (40,897) — — 249,122 5,695,567 435,206 6,379,895 Debt on assets held for sale (3) — — — — 77,222 77,222 $ — $ — $ 249,122 $ 5,695,567 $ 512,428 $ 6,457,117 _______________________________________ (1) Effective interest rates on the senior notes range from 3.08% to 6.87% with a weighted average effective interest rate of 3.86% 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 1.23% to 5.91% with a weighted average effective interest rate of 3.62% and a weighted average maturity of 7 years. (3) Represents mortgage debt on assets held for sale with interest rates of 1.23% and 3.45% that mature in 2027 and 2044, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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. On May 18, 2020, Defendants filed a motion seeking leave to file a sur-reply, on May 21, 2020, Co-Lead Plaintiffs filed an opposition brief, and on May 28, 2020, Defendants filed a reply in support of the motion. On September 30, 2020, the Court denied the Defendants’ motion seeking leave to file a sur-reply. Co-Lead Plaintiffs’ motion to amend the Court’s judgment remains pending with the Court. 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 September 30, 2020, as the likelihood of loss is not considered probable or estimable. Credit Enhancement Guarantee As of September 30, 2020, certain of the Company’s senior housing facilities served as collateral for $57 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities had a carrying value of $323 million as of September 30, 2020. In conjunction with certain of the Company’s planned dispositions of SHOP assets, during October 2020, the debt to which the Company’s assets served as collateral was defeased. As part of that defeasance, the Company paid approximately $11 million of the defeasance premium, which will be recognized as a transaction cost expense during the fourth quarter of 2020. |
Equity
Equity | 9 Months Ended |
Sep. 30, 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 2020, the Company terminated its previous ATM Program (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 sale agreements 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 September 30, 2020, the Company did not utilize the forward provisions under the 2020 ATM Program. During the nine months ended September 30, 2020, 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 shares of its common stock at an initial weighted average net price of $35.23 per share, after commissions. During the three and nine months ended September 30, 2019, the Company utilized the forward provisions under the 2019 ATM Program to allow for the sale of up to an aggregate of 1.2 million and 14.8 million shares of its common stock, respectively, at an initial weighted average net price of $31.10 and $31.23 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. No shares were settled during the three months ended September 30, 2020 and at September 30, 2020, no shares remained outstanding under ATM forward contracts. During the nine months ended September 30, 2019, the Company settled 5.5 million shares at a weighted average net price of $30.91 per share, after commissions, resulting in net proceeds of $171 million. The Company did not settle any ATM forward contracts during the three months ended September 30, 2019. At September 30, 2020, approximately $1.25 billion of the Company’s common stock remained available for sale under the 2020 ATM Program. ATM Direct Issuances During the three and nine months ended September 30, 2020, no shares of common stock were issued under the 2019 ATM Program or 2020 ATM Program. During the nine months ended September 30, 2019, the Company issued 5.9 million shares of common stock under the 2019 ATM Program at a weighted average net price of $31.84 per share, after commissions, resulting in net proceeds of $189 million. The Company did not issue any shares of its common stock under the 2019 ATM Program during the three months ended September 30, 2019. 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 September 30, 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 and nine months ended September 30, 2019, the Company settled 3.6 million and 5.1 million shares, respectively, under the forward sales agreement at a weighted average net price of $27.85 and $27.93 per share, respectively, resulting in net proceeds of $100 million and $142 million, respectively. 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): September 30, December 31, Cumulative foreign currency translation adjustment $ — $ (1,023) Unrealized gains (losses) on derivatives, net (162) 1,314 Supplemental Executive Retirement Plan minimum liability and other (3,074) (3,148) Total accumulated other comprehensive income (loss) $ (3,236) $ (2,857) |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 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. Refer to Note 11 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented. 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 calculate 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 nine months ended September 30, 2020 and 2019 was 0.3 million and 1.9 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 Nine Months Ended 2020 2019 2020 2019 Numerator Net income (loss) $ (59,581) $ (42,308) $ 278,008 $ 12,702 Noncontrolling interests' share in earnings (3,836) (3,555) (10,839) (10,692) Net income (loss) attributable to Healthpeak Properties, Inc. (63,417) (45,863) 267,169 2,010 Less: Participating securities' share in earnings (351) (386) (2,151) (1,223) Net income (loss) applicable to common shares $ (63,768) $ (46,249) $ 265,018 $ 787 Denominator Basic weighted average shares outstanding 538,333 491,203 527,908 482,595 Dilutive potential common shares - equity awards (1) — — 279 296 Dilutive potential common shares - forward equity agreements (2) — — 268 1,901 Diluted weighted average common shares 538,333 491,203 528,455 484,792 Earnings (loss) per common share: Basic $ (0.12) $ (0.09) $ 0.50 $ 0.00 Diluted $ (0.12) $ (0.09) $ 0.50 $ 0.00 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). (2) For the nine months ended September 30, 2020, represents the dilutive impact of 32 million shares that were settled during the nine months then ended. For the nine months ended September 30, 2019, represents the dilutive impact of 11 million shares that were settled during the nine months then ended and 19 million shares of common stock under forward sales agreements that had not been settled as of September 30, 2019. For the three months ended September 30, 2020, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. For the three months ended September 30, 2020 and September 30, 2019, diluted loss per share is calculated using the weighted average common shares outstanding as a result of the Company generating a net loss applicable to common shares for the period. |
Segment Disclosures
Segment Disclosures | 9 Months Ended |
Sep. 30, 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 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 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 nine months ended September 30, 2020, nine senior housing triple-net facilities were transferred to the Company’s SHOP segment as a result of terminating the triple-net leases and converting the assets to a RIDEA structure. There were no transfers of senior housing triple-net facilities to the Company’s SHOP segment during the three months ended September 30, 2020. During the nine months ended September 30, 2019, 39 senior housing triple-net facilities were transferred to the Company’s SHOP segment as a result of terminating the triple-net leases and converting the assets to a RIDEA structure. There were no transfers of senior housing triple-net facilities to the Company’s SHOP segment during the three months ended September 30, 2019. 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, income from direct financing leases, and government grant income 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, real estate assets held for sale, and liabilities related to assets held for sale. The following tables summarize information for the reportable segments (in thousands): For the three months ended September 30, 2020: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 24,558 $ 149,615 $ 115,031 $ 148,702 $ 145,153 $ 14,680 $ — $ 597,739 Government grant income (1) — 392 1,761 — — — — 2,153 Less: Interest income — — — — — (4,443) — (4,443) Healthpeak's share of unconsolidated joint venture total revenues — 23,800 4,295 — 699 — — 28,794 Healthpeak's share of unconsolidated joint venture government grant income — 49 246 — — — — 295 Noncontrolling interests' share of consolidated joint venture total revenues — (459) — (66) (8,788) — — (9,313) Operating expenses (421) (130,729) (94,992) (36,714) (51,430) (6) — (314,292) Healthpeak's share of unconsolidated joint venture operating expenses — (18,280) (4,797) — (296) — — (23,373) Noncontrolling interests' share of consolidated joint venture operating expenses — 361 — 18 2,630 — — 3,009 Adjustments to NOI (2) 93 (1,228) 1,684 (8,330) (2,287) 558 — (9,510) Adjusted NOI 24,230 23,521 23,228 103,610 85,681 10,789 — 271,059 Plus: Adjustments to NOI (2) (93) 1,228 (1,684) 8,330 2,287 (558) — 9,510 Interest income — — — — — 4,443 — 4,443 Interest expense (45) (2,649) (1,983) (57) (100) — (51,401) (56,235) Depreciation and amortization (6,694) (24,966) (30,106) (57,170) (53,688) (1,006) — (173,630) General and administrative — — — — — — (21,661) (21,661) Transaction costs — — — — — — (2,586) (2,586) Impairments and loan loss reserves (recoveries), net (12,097) (24,229) — — (1,208) 2,984 — (34,550) Gain (loss) on sales of real estate, net — (2,134) — — 2,283 — — 149 Loss on debt extinguishments — — — — — — (17,921) (17,921) Other income (expense), net — 392 3,903 — — — 2,765 7,060 Income tax benefit (expense) (3) — — — — — — (24,174) (24,174) Less: Government grant income — (392) (1,761) — — — — (2,153) Less: Healthpeak's share of unconsolidated joint venture NOI — (5,569) 256 — (403) — — (5,716) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 98 — 48 6,158 — — 6,304 Equity income (loss) from unconsolidated joint ventures — (19,432) (322) — 198 76 — (19,480) Net income (loss) $ 5,301 $ (54,132) $ (8,469) $ 54,761 $ 41,208 $ 16,728 $ (114,978) $ (59,581) _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the consolidated statements of operations. (2) 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. (3) Income tax benefit (expense) for the three months ended September 30, 2020 includes a $31 million income tax expense related to the valuation allowance on deferred tax assets that are no longer expected to be realized (see Note 4). For the three months ended September 30, 2019: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 47,956 $ 212,275 $ — $ 118,561 $ 143,639 $ 15,540 $ — $ 537,971 Less: Interest income — — — — — (2,741) — (2,741) Healthpeak's share of unconsolidated joint venture total revenues — 4,943 52,671 — 701 5,227 — 63,542 Noncontrolling interests' share of consolidated joint venture total revenues — (515) — (52) (8,605) — — (9,172) Operating expenses (865) (166,201) — (29,520) (51,472) (11) — (248,069) Healthpeak's share of unconsolidated joint venture operating expenses — (3,816) (43,193) — (279) (23) — (47,311) Noncontrolling interests' share of consolidated joint venture operating expenses — 388 — 16 2,593 — — 2,997 Adjustments to NOI (1) (1,537) 739 5,635 (7,062) (1,609) 79 — (3,755) Adjusted NOI 45,554 47,813 15,113 81,943 84,968 18,071 — 293,462 Plus: Adjustments to NOI (1) 1,537 (739) (5,635) 7,062 1,609 (79) — 3,755 Interest income — — — — — 2,741 — 2,741 Interest expense (106) (2,637) — (68) (108) — (58,311) (61,230) Depreciation and amortization (12,773) (58,152) — (45,028) (54,152) (1,839) — (171,944) General and administrative — — — — — — (22,970) (22,970) Transaction costs — — — — — — (1,319) (1,319) Impairments and loan loss reserves (recoveries), net (7,430) (24,721) — — (5,729) (377) — (38,257) Gain (loss) on sales of real estate, net — (734) — (87) (7) 44 — (784) Loss on debt extinguishments — — — — — — (35,017) (35,017) Other income (expense), net — — — — — 980 (287) 693 Income tax benefit (expense) — — — — — — 6,261 6,261 Less: Healthpeak's share of unconsolidated joint venture NOI — (1,127) (9,478) — (422) (5,204) — (16,231) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 127 — 36 6,012 — — 6,175 Equity income (loss) from unconsolidated joint ventures — (392) (9,194) — 216 1,727 — (7,643) Net income (loss) $ 26,782 $ (40,562) $ (9,194) $ 43,858 $ 32,387 $ 16,064 $ (111,643) $ (42,308) _______________________________________ (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. For the nine months ended September 30, 2020: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 82,282 $ 475,869 $ 320,737 $ 416,081 $ 431,935 $ 44,425 $ — $ 1,771,329 Government grant income (1) — 2,601 13,632 — — — — 16,233 Less: Interest income — — — — — (12,361) — (12,361) Healthpeak's share of unconsolidated joint venture total revenues — 74,249 30,723 — 2,085 86 — 107,143 Healthpeak's share of unconsolidated joint venture government grant income — 319 780 — — — — 1,099 Noncontrolling interests' share of consolidated joint venture total revenues — (1,501) — (175) (25,775) — — (27,451) Operating expenses (1,453) (406,366) (345,722) (101,120) (151,467) (18) — (1,006,146) Healthpeak's share of unconsolidated joint venture operating expenses — (54,922) (27,660) — (846) 1 — (83,427) Noncontrolling interests' share of consolidated joint venture operating expenses — 1,149 — 53 7,737 — — 8,939 Adjustments to NOI (2) (3,240) (579) 93,263 (15,389) (4,695) 1,504 — 70,864 Adjusted NOI 77,589 90,819 85,753 299,450 258,974 33,637 — 846,222 Plus: Adjustments to NOI (2) 3,240 579 (93,263) 15,389 4,695 (1,504) — (70,864) Interest income — — — — — 12,361 — 12,361 Interest expense (199) (8,341) (5,256) (180) (302) — (157,883) (172,161) Depreciation and amortization (21,031) (113,591) (81,760) (159,737) (161,408) (3,867) — (541,394) General and administrative — — — — — — (67,730) (67,730) Transaction costs — — — — — — (18,061) (18,061) Impairments and loan loss reserves (recoveries), net (17,774) (63,672) — — (6,033) (10,244) — (97,723) Gain (loss) on sales of real estate, net 164,043 (1,798) — — 85,676 (40) — 247,881 Loss on debt extinguishments — — — — — — (42,912) (42,912) Other income (expense), net — 2,601 188,377 — — 41,707 4,569 237,254 Income tax benefit (expense) (3) — — — — — — 16,216 16,216 Less: Government grant income — (2,601) (13,632) — — — — (16,233) Less: Healthpeak's share of unconsolidated joint venture NOI — (19,646) (3,843) — (1,239) (87) — (24,815) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 352 — 122 18,038 — — 18,512 Equity income (loss) from unconsolidated joint ventures — (55,360) (1,801) — 604 8,012 — (48,545) Net income (loss) $ 205,868 $ (170,658) $ 74,575 $ 155,044 $ 199,005 $ 79,975 $ (265,801) $ 278,008 _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the consolidated statements of operations. (2) 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. (3) Income tax benefit (expense) for the nine months ended September 30, 2020 includes: (i) a $51 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), (ii) a $31 million income tax expense related to the valuation allowance on deferred tax assets that are no longer expected to be realized (see Note 4), and (iii) a $3.6 million net tax benefit recognized due to changes under the CARES Act, which resulted in net operating losses being utilized at a higher income tax rate than previously available. For the nine months ended September 30, 2019: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 156,592 $ 515,457 $ — $ 320,630 $ 427,761 $ 45,252 $ — $ 1,465,692 Less: Interest income — — — — — (6,868) — (6,868) Healthpeak's share of unconsolidated joint venture total revenues — 16,514 157,744 — 2,115 16,241 — 192,614 Noncontrolling interests' share of consolidated joint venture total revenues (1) (1,510) — (134) (25,289) — — (26,934) Operating expenses (2,725) (400,608) — (76,992) (150,635) (29) — (630,989) Healthpeak's share of unconsolidated joint venture operating expenses — (12,407) (127,026) — (837) (51) — (140,321) Noncontrolling interests' share of consolidated joint venture operating expenses — 1,058 — 42 7,513 — — 8,613 Adjustments to NOI (1) 3,834 2,819 13,832 (17,146) (4,569) (413) — (1,643) Adjusted NOI 157,700 121,323 44,550 226,400 256,059 54,132 — 860,164 Plus: Adjustments to NOI (1) (3,834) (2,819) (13,832) 17,146 4,569 413 — 1,643 Interest income — — — — — 6,868 — 6,868 Interest expense (901) (4,626) — (211) (328) — (161,433) (167,499) Depreciation and amortization (45,138) (134,481) — (122,705) (161,350) (5,517) — (469,191) General and administrative — — — — — — (71,445) (71,445) Transaction costs — — — — — — (7,174) (7,174) Impairments and loan loss reserves (recoveries), net (22,914) (77,685) — — (14,677) (377) — (115,653) Gain (loss) on sales of real estate, net 3,557 8,844 — 3,651 2,876 (220) — 18,708 Loss on debt extinguishments — — — — — — (36,152) (36,152) Other income (expense), net — 12,817 — — — 980 11,037 24,834 Income tax benefit (expense) — — — — — — 11,583 11,583 Less: Healthpeak's share of unconsolidated joint venture NOI — (4,107) (30,718) — (1,278) (16,190) — (52,293) Plus: Noncontrolling interests' share of consolidated joint venture NOI 1 452 — 92 17,776 — — 18,321 Equity income (loss) from unconsolidated joint ventures — (1,473) (13,858) — 643 4,676 — (10,012) Net income (loss) $ 88,471 $ (81,755) $ (13,858) $ 124,373 $ 104,290 $ 44,765 $ (253,584) $ 12,702 _______________________________________ (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 Nine Months Ended Segment 2020 2019 2020 2019 Senior housing triple-net $ 24,558 $ 47,956 $ 82,282 $ 156,592 SHOP 149,615 212,275 475,869 515,457 CCRC 115,031 — 320,737 — Life science 148,702 118,561 416,081 320,630 Medical office 145,153 143,639 431,935 427,761 Other non-reportable 14,680 15,540 44,425 45,252 Total revenues $ 597,739 $ 537,971 $ 1,771,329 $ 1,465,692 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 | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table provides supplemental cash flow information (in thousands): Nine Months Ended September 30, 2020 2019 Supplemental cash flow information: Interest paid, net of capitalized interest $ 187,569 $ 164,761 Income taxes paid (refunded) 261 1,314 Capitalized interest 20,570 22,768 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 114,979 113,936 Vesting of restricted stock units and conversion of non-managing member units into common stock 4,729 4,534 Liabilities assumed with real estate acquisitions 523,289 172,565 Conversion of DFLs to real estate — 350,540 Net noncash impact from the consolidation of previously unconsolidated joint ventures 323,138 17,850 Seller financing provided on disposition of real estate asset 12,480 — See Note 3 for a discussion of the impact of the 2019 MTCA with Brookdale on the Company’s consolidated balance sheets and statements 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): September 30, 2020 2019 Cash and cash equivalents $ 197,119 $ 124,990 Restricted cash 102,419 30,114 Cash, cash equivalents and restricted cash $ 299,538 $ 155,104 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2020 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities Unconsolidated Variable Interest Entities At September 30, 2020, the Company had investments in: (i) two properties leased to a VIE tenant, (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 operations of CCRC OpCo (primarily rents from CCRC residents) 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 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). In October 2020, the Company purchased the remaining equity interests in the Waldwick Development JV and began consolidating the real estate held by the venture (see Note 7). 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 September 30, 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 $ 1,950 Unconsolidated joint ventures Loans receivable, net and Investments in unconsolidated joint ventures 28,879 Loan - seller financing Loans receivable, net 8,453 CMBS and LLC investment Marketable debt and LLC investment 35,302 _______________________________________ (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 September 30, 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 under 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 September 30, 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): September 30, 2020 December 31, 2019 Assets Buildings and improvements $ 2,977,513 $ 3,236,105 Development costs and construction in progress 114,929 67,285 Land 445,578 526,576 Accumulated depreciation and amortization (634,028) (568,574) Net real estate 2,903,992 3,261,392 Accounts receivable, net 8,397 11,986 Cash and cash equivalents 51,532 47,027 Restricted cash 14,894 13,596 Intangible assets, net 134,147 206,840 Right-of-use asset, net 91,444 92,664 Other assets, net 55,342 52,124 Total assets $ 3,259,748 $ 3,685,629 Liabilities Mortgage debt 216,594 218,767 Intangible liabilities, net 17,361 39,545 Lease liability 91,582 90,875 Accounts payable, accrued liabilities, and other liabilities 115,514 122,832 Deferred revenue 89,587 96,985 Total liabilities $ 530,638 $ 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2020. The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): September 30, 2020 (3) December 31, 2019 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 231,162 $ 238,100 $ 190,579 $ 190,579 Marketable debt securities (2) 20,201 20,201 19,756 19,756 Bank line of credit and commercial paper (2) — — 93,000 93,000 Term loan (2) 249,122 249,122 248,942 248,942 Senior unsecured notes (1) 5,695,567 6,438,400 5,647,993 6,076,150 Mortgage debt (2) 435,206 430,669 276,907 280,373 Interest-rate swap liabilities (2) 162 162 553 553 _______________________________________ (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, 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 nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2020 (dollars in thousands): Date Entered Maturity Date Hedge Designation Notional Pay Rate Receive Rate Fair Value (1) Interest rate: August 2020 (2) August 2025 Cash Flow $ 41,305 0.33% USD-SIFMA Municipal Swap Index $ (162) ______________________________________ (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_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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”). |
Government Grant Income | Government Grant Income On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three and nine months ended September 30, 2020, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of September 30, 2020, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company had complied or will comply with all grant conditions. |
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. |
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 and right-of-use asset of $166 million on January 1, 2019. The aggregate lease liability was calculated as the present value of minimum lease payments, discounted using a rate that approximated the Company’s secured incremental borrowing rate at the time of adoption, adjusted for the noncancelable term of each lease. The right-of-use asset was 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. 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 previous accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Historically, when credit losses were measured under previous 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 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 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). 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 and nine months ended September 30, 2020, the Company provided rent deferrals (to be repaid before the end of 2020) to certain tenants in its life science and medical office segments that were impacted by COVID-19 (discussed in further detail in Note 5). As it relates to these deferrals, the Company elected to not assess them on a lease-by-lease basis and to continue recognizing rent revenue on a straight-line basis. While the Company’s election for rent deferrals will be applied consistently to future deferrals of a similar nature, if the Company grants future lease concessions of a different type (such as rent abatements), it will make an election related to those concessions at that time. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule Of Government Grant Receivables, CARES Act | The following table summarizes information related to government grant income recognized by the Company (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Government grant income recorded in other income (expense), net $ 2,153 $ — $ 16,233 $ — Government grant income recorded in equity income (loss) from unconsolidated joint ventures 295 — 1,099 — Total government grants received $ 2,448 $ — $ 17,332 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Company's Lease Income | The following table summarizes the Company’s lease income (dollars in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Fixed income from operating leases $ 262,558 $ 255,447 $ 770,327 $ 730,277 Variable income from operating leases 63,972 57,153 183,254 177,742 Interest income from direct financing leases 2,150 9,590 7,569 33,304 |
Schedule of Components of Net Investment in DFLs | Net investment in DFLs consists of the following (dollars in thousands): September 30, December 31, Present value of minimum lease payments receivable $ 11,955 $ 19,138 Present value of estimated residual value 44,706 84,604 Less deferred selling profits (11,955) (19,138) 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 September 30, 2020 (dollars in thousands): Carrying Percentage of 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, net of reserves for loan losses, as of September 30, 2020 (dollars in thousands): Investment Type Year of Origination Total 2020 2019 2018 2017 2016 Secured mortgage loans (1) Risk rating: Performing loans $ 36,805 $ 58,998 $ — $ 114,459 $ — $ 210,262 Watch list loans — — — — — — Workout loans — — — — — — Total secured mortgage loans $ 36,805 $ 58,998 $ — $ 114,459 $ — $ 210,262 Mezzanine and other (1) Risk rating: Performing loans $ 18,966 $ 14,243 $ — $ — $ 8,453 $ 41,662 Watch list loans — — — 1,861 — 1,861 Workout loans — — — — — — Total mezzanine and other $ 18,966 $ 14,243 $ — $ 1,861 $ 8,453 $ 43,523 _______________________________________ (1) Includes loans receivable held for sale. |
Schedule of Other Lease Information | The following table provides supplemental cash flow information regarding the Company’s leases for which it is the lessee, such as ground leases (dollars in thousands): Nine Months Ended September 30, Supplemental Cash Flow Information: 2020 2019 Right-of-use asset obtained in exchange for new lease liability: Operating leases $ 24,984 $ 4,084 |
Loans Receivable (Tables)
Loans Receivable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | The following table summarizes the Company’s loans receivable (in thousands): September 30, 2020 December 31, 2019 Secured mortgage loans (1) $ 212,393 $ 161,964 Mezzanine and other 52,052 27,752 Unamortized discounts, fees, and costs 887 863 Reserve for loan losses (11,547) — Loans receivable including loans receivable held for sale 253,785 190,579 Loans receivable held for sale (22,623) — Loans receivable, net $ 231,162 $ 190,579 _______________________________________ |
Schedule of Financing Receivable Credit Quality Indicators and by Year of Origination | The following table summarizes the Company’s internal ratings for DFLs at September 30, 2020 (dollars in thousands): Carrying Percentage of 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, net of reserves for loan losses, as of September 30, 2020 (dollars in thousands): Investment Type Year of Origination Total 2020 2019 2018 2017 2016 Secured mortgage loans (1) Risk rating: Performing loans $ 36,805 $ 58,998 $ — $ 114,459 $ — $ 210,262 Watch list loans — — — — — — Workout loans — — — — — — Total secured mortgage loans $ 36,805 $ 58,998 $ — $ 114,459 $ — $ 210,262 Mezzanine and other (1) Risk rating: Performing loans $ 18,966 $ 14,243 $ — $ — $ 8,453 $ 41,662 Watch list loans — — — 1,861 — 1,861 Workout loans — — — — — — Total mezzanine and other $ 18,966 $ 14,243 $ — $ 1,861 $ 8,453 $ 43,523 _______________________________________ (1) Includes loans receivable held for sale. |
Schedule of Financing Receivable, Allowance for Credit Loss | The following table summarizes the Company’s reserve for loan losses at September 30, 2020 (in thousands): September 30, 2020 Secured Mortgage Loans Mezzanine and Other Total Reserve for loan losses, December 31, 2019 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings 513 907 1,420 Provision for expected loan losses 1,851 8,276 10,127 Reserve for loan losses, September 30, 2020 $ 2,364 $ 9,183 $ 11,547 |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, December 31, Entity (1)(2) Segment Property Count (3) Ownership % (3) 2020 2019 SWF SH JV (4) SHOP 19 54 $ 374,198 $ 428,258 MBK JV SHOP 5 50 36,034 33,415 Other SHOP JVs (5) SHOP 2 50 - 90 15,973 17,719 Medical Office JVs (6) MOB 3 20 - 67 9,719 9,845 CCRC JV (7) CCRC 2 49 347 325,830 Other JVs (8) Other — — — 10,372 Advances to unconsolidated joint ventures, net — 76 $ 436,271 $ 825,515 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) The property count, ownership percentage, and carrying amount at September 30, 2020 exclude the Discovery Naples JV (41%) and Discovery Sarasota JV (47%), which are classified as assets held for sale and had an aggregate carrying value of $9 million at September 30, 2020. At December 31, 2019, the carrying value for both investments is included in Other JVs. 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. (3) Property count and ownership percentage are as of September 30, 2020. (4) In December 2019, the Company formed the SWF SH JV with a sovereign wealth fund (see Note 4). (5) Unconsolidated other 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%). (6) 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%). (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. (8) In January 2020, the Company sold its interest in the remaining K&Y joint venture for $12 million. At December 31, 2019, the 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. |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Intangibles [Abstract] | |
Schedule of Intangible Lease Assets | Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands): Intangible lease assets September 30, December 31, Gross intangible lease assets $ 722,259 $ 615,538 Accumulated depreciation and amortization (220,676) (283,845) Intangible assets, net (1) $ 501,583 $ 331,693 Weighted average remaining amortization period in years 6 5 _______________________________________ (1) Excludes intangible assets held for sale of $14 million and $11 million as of September 30, 2020 and December 31, 2019, respectively. |
Schedule of Intangible Lease Liabilities | Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands): Intangible lease liabilities September 30, December 31, Gross intangible lease liabilities $ 153,624 $ 113,213 Accumulated depreciation and amortization (45,593) (38,222) Intangible liabilities, net $ 108,031 $ 74,991 Weighted average remaining amortization period in years 8 7 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Issuances | The following table summarizes the Company’s senior unsecured notes issuances during the nine months ended September 30, 2020 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Date June 23, 2020 $ 600,000 2.88 % 2031 The following table summarizes the Company’s senior unsecured notes payoffs and repurchases during the nine months ended September 30, 2020 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Date July 9, 2020 (1) $ 300,000 3.15 % 2022 June 24, 2020 (2) $ 250,000 4.25 % 2023 _______________________________________ (1) Upon completing the redemption of the 3.15% senior unsecured notes due in 2022, the Company recognized an $18 million loss on debt extinguishment. (2) Upon repurchasing a portion of the 4.25% senior unsecured notes due in 2023, the Company recognized a $26 million loss on debt extinguishment. The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2019 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Date November 21, 2019 $ 750,000 3.00 % 2030 July 5, 2019 $ 650,000 3.25 % 2026 July 5, 2019 $ 650,000 3.50 % 2029 The following table summarizes the Company’s senior unsecured notes payoffs and repurchases during the year ended December 31, 2019 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Date November 21, 2019 (1) $ 350,000 4.00 % 2022 July 22, 2019 (2) $ 800,000 2.63 % 2020 July 8, 2019 (2) $ 250,000 4.00 % 2022 July 8, 2019 (2) $ 250,000 4.25 % 2023 _______________________________________ (1) Upon repurchasing the 4.00% senior unsecured notes due in 2022, the Company recognized a $22 million loss on debt extinguishment. (2) Upon completing the redemption of the 2.63% senior unsecured notes due in 2020 and repurchasing a portion of the 4.25% senior unsecured notes due in 2023 and the 4.00% senior unsecured notes due in 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 September 30, 2020 (in thousands): Year Bank Line of Commercial Paper Term Loan Senior Unsecured Notes (1) Mortgage Debt (2) Total 2020 (three months) $ — $ — $ — $ — $ 1,884 $ 1,884 2021 — — — — 15,004 15,004 2022 — — — — 7,215 7,215 2023 — — — 300,000 92,365 392,365 2024 — — 250,000 1,150,000 5,652 1,405,652 Thereafter — — — 4,300,000 298,672 4,598,672 — — 250,000 5,750,000 420,792 6,420,792 (Discounts), premium and debt costs, net — — (878) (54,433) 14,414 (40,897) — — 249,122 5,695,567 435,206 6,379,895 Debt on assets held for sale (3) — — — — 77,222 77,222 $ — $ — $ 249,122 $ 5,695,567 $ 512,428 $ 6,457,117 _______________________________________ (1) Effective interest rates on the senior notes range from 3.08% to 6.87% with a weighted average effective interest rate of 3.86% 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 1.23% to 5.91% with a weighted average effective interest rate of 3.62% and a weighted average maturity of 7 years. (3) Represents mortgage debt on assets held for sale with interest rates of 1.23% and 3.45% that mature in 2027 and 2044, respectively. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other comprehensive Loss | The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): September 30, December 31, Cumulative foreign currency translation adjustment $ — $ (1,023) Unrealized gains (losses) on derivatives, net (162) 1,314 Supplemental Executive Retirement Plan minimum liability and other (3,074) (3,148) Total accumulated other comprehensive income (loss) $ (3,236) $ (2,857) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of 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 Nine Months Ended 2020 2019 2020 2019 Numerator Net income (loss) $ (59,581) $ (42,308) $ 278,008 $ 12,702 Noncontrolling interests' share in earnings (3,836) (3,555) (10,839) (10,692) Net income (loss) attributable to Healthpeak Properties, Inc. (63,417) (45,863) 267,169 2,010 Less: Participating securities' share in earnings (351) (386) (2,151) (1,223) Net income (loss) applicable to common shares $ (63,768) $ (46,249) $ 265,018 $ 787 Denominator Basic weighted average shares outstanding 538,333 491,203 527,908 482,595 Dilutive potential common shares - equity awards (1) — — 279 296 Dilutive potential common shares - forward equity agreements (2) — — 268 1,901 Diluted weighted average common shares 538,333 491,203 528,455 484,792 Earnings (loss) per common share: Basic $ (0.12) $ (0.09) $ 0.50 $ 0.00 Diluted $ (0.12) $ (0.09) $ 0.50 $ 0.00 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). (2) For the nine months ended September 30, 2020, represents the dilutive impact of 32 million shares that were settled during the nine months then ended. For the nine months ended September 30, 2019, represents the dilutive impact of 11 million shares that were settled during the nine months then ended and 19 million shares of common stock under forward sales agreements that had not been settled as of September 30, 2019. For the three months ended September 30, 2020, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2020: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 24,558 $ 149,615 $ 115,031 $ 148,702 $ 145,153 $ 14,680 $ — $ 597,739 Government grant income (1) — 392 1,761 — — — — 2,153 Less: Interest income — — — — — (4,443) — (4,443) Healthpeak's share of unconsolidated joint venture total revenues — 23,800 4,295 — 699 — — 28,794 Healthpeak's share of unconsolidated joint venture government grant income — 49 246 — — — — 295 Noncontrolling interests' share of consolidated joint venture total revenues — (459) — (66) (8,788) — — (9,313) Operating expenses (421) (130,729) (94,992) (36,714) (51,430) (6) — (314,292) Healthpeak's share of unconsolidated joint venture operating expenses — (18,280) (4,797) — (296) — — (23,373) Noncontrolling interests' share of consolidated joint venture operating expenses — 361 — 18 2,630 — — 3,009 Adjustments to NOI (2) 93 (1,228) 1,684 (8,330) (2,287) 558 — (9,510) Adjusted NOI 24,230 23,521 23,228 103,610 85,681 10,789 — 271,059 Plus: Adjustments to NOI (2) (93) 1,228 (1,684) 8,330 2,287 (558) — 9,510 Interest income — — — — — 4,443 — 4,443 Interest expense (45) (2,649) (1,983) (57) (100) — (51,401) (56,235) Depreciation and amortization (6,694) (24,966) (30,106) (57,170) (53,688) (1,006) — (173,630) General and administrative — — — — — — (21,661) (21,661) Transaction costs — — — — — — (2,586) (2,586) Impairments and loan loss reserves (recoveries), net (12,097) (24,229) — — (1,208) 2,984 — (34,550) Gain (loss) on sales of real estate, net — (2,134) — — 2,283 — — 149 Loss on debt extinguishments — — — — — — (17,921) (17,921) Other income (expense), net — 392 3,903 — — — 2,765 7,060 Income tax benefit (expense) (3) — — — — — — (24,174) (24,174) Less: Government grant income — (392) (1,761) — — — — (2,153) Less: Healthpeak's share of unconsolidated joint venture NOI — (5,569) 256 — (403) — — (5,716) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 98 — 48 6,158 — — 6,304 Equity income (loss) from unconsolidated joint ventures — (19,432) (322) — 198 76 — (19,480) Net income (loss) $ 5,301 $ (54,132) $ (8,469) $ 54,761 $ 41,208 $ 16,728 $ (114,978) $ (59,581) _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the consolidated statements of operations. (2) 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. (3) Income tax benefit (expense) for the three months ended September 30, 2020 includes a $31 million income tax expense related to the valuation allowance on deferred tax assets that are no longer expected to be realized (see Note 4). For the three months ended September 30, 2019: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 47,956 $ 212,275 $ — $ 118,561 $ 143,639 $ 15,540 $ — $ 537,971 Less: Interest income — — — — — (2,741) — (2,741) Healthpeak's share of unconsolidated joint venture total revenues — 4,943 52,671 — 701 5,227 — 63,542 Noncontrolling interests' share of consolidated joint venture total revenues — (515) — (52) (8,605) — — (9,172) Operating expenses (865) (166,201) — (29,520) (51,472) (11) — (248,069) Healthpeak's share of unconsolidated joint venture operating expenses — (3,816) (43,193) — (279) (23) — (47,311) Noncontrolling interests' share of consolidated joint venture operating expenses — 388 — 16 2,593 — — 2,997 Adjustments to NOI (1) (1,537) 739 5,635 (7,062) (1,609) 79 — (3,755) Adjusted NOI 45,554 47,813 15,113 81,943 84,968 18,071 — 293,462 Plus: Adjustments to NOI (1) 1,537 (739) (5,635) 7,062 1,609 (79) — 3,755 Interest income — — — — — 2,741 — 2,741 Interest expense (106) (2,637) — (68) (108) — (58,311) (61,230) Depreciation and amortization (12,773) (58,152) — (45,028) (54,152) (1,839) — (171,944) General and administrative — — — — — — (22,970) (22,970) Transaction costs — — — — — — (1,319) (1,319) Impairments and loan loss reserves (recoveries), net (7,430) (24,721) — — (5,729) (377) — (38,257) Gain (loss) on sales of real estate, net — (734) — (87) (7) 44 — (784) Loss on debt extinguishments — — — — — — (35,017) (35,017) Other income (expense), net — — — — — 980 (287) 693 Income tax benefit (expense) — — — — — — 6,261 6,261 Less: Healthpeak's share of unconsolidated joint venture NOI — (1,127) (9,478) — (422) (5,204) — (16,231) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 127 — 36 6,012 — — 6,175 Equity income (loss) from unconsolidated joint ventures — (392) (9,194) — 216 1,727 — (7,643) Net income (loss) $ 26,782 $ (40,562) $ (9,194) $ 43,858 $ 32,387 $ 16,064 $ (111,643) $ (42,308) _______________________________________ (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. For the nine months ended September 30, 2020: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 82,282 $ 475,869 $ 320,737 $ 416,081 $ 431,935 $ 44,425 $ — $ 1,771,329 Government grant income (1) — 2,601 13,632 — — — — 16,233 Less: Interest income — — — — — (12,361) — (12,361) Healthpeak's share of unconsolidated joint venture total revenues — 74,249 30,723 — 2,085 86 — 107,143 Healthpeak's share of unconsolidated joint venture government grant income — 319 780 — — — — 1,099 Noncontrolling interests' share of consolidated joint venture total revenues — (1,501) — (175) (25,775) — — (27,451) Operating expenses (1,453) (406,366) (345,722) (101,120) (151,467) (18) — (1,006,146) Healthpeak's share of unconsolidated joint venture operating expenses — (54,922) (27,660) — (846) 1 — (83,427) Noncontrolling interests' share of consolidated joint venture operating expenses — 1,149 — 53 7,737 — — 8,939 Adjustments to NOI (2) (3,240) (579) 93,263 (15,389) (4,695) 1,504 — 70,864 Adjusted NOI 77,589 90,819 85,753 299,450 258,974 33,637 — 846,222 Plus: Adjustments to NOI (2) 3,240 579 (93,263) 15,389 4,695 (1,504) — (70,864) Interest income — — — — — 12,361 — 12,361 Interest expense (199) (8,341) (5,256) (180) (302) — (157,883) (172,161) Depreciation and amortization (21,031) (113,591) (81,760) (159,737) (161,408) (3,867) — (541,394) General and administrative — — — — — — (67,730) (67,730) Transaction costs — — — — — — (18,061) (18,061) Impairments and loan loss reserves (recoveries), net (17,774) (63,672) — — (6,033) (10,244) — (97,723) Gain (loss) on sales of real estate, net 164,043 (1,798) — — 85,676 (40) — 247,881 Loss on debt extinguishments — — — — — — (42,912) (42,912) Other income (expense), net — 2,601 188,377 — — 41,707 4,569 237,254 Income tax benefit (expense) (3) — — — — — — 16,216 16,216 Less: Government grant income — (2,601) (13,632) — — — — (16,233) Less: Healthpeak's share of unconsolidated joint venture NOI — (19,646) (3,843) — (1,239) (87) — (24,815) Plus: Noncontrolling interests' share of consolidated joint venture NOI — 352 — 122 18,038 — — 18,512 Equity income (loss) from unconsolidated joint ventures — (55,360) (1,801) — 604 8,012 — (48,545) Net income (loss) $ 205,868 $ (170,658) $ 74,575 $ 155,044 $ 199,005 $ 79,975 $ (265,801) $ 278,008 _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the consolidated statements of operations. (2) 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. (3) Income tax benefit (expense) for the nine months ended September 30, 2020 includes: (i) a $51 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), (ii) a $31 million income tax expense related to the valuation allowance on deferred tax assets that are no longer expected to be realized (see Note 4), and (iii) a $3.6 million net tax benefit recognized due to changes under the CARES Act, which resulted in net operating losses being utilized at a higher income tax rate than previously available. For the nine months ended September 30, 2019: Senior Housing Triple-Net SHOP CCRC Life Science Medical Office Other Non-reportable Corporate Non-segment Total Total revenues $ 156,592 $ 515,457 $ — $ 320,630 $ 427,761 $ 45,252 $ — $ 1,465,692 Less: Interest income — — — — — (6,868) — (6,868) Healthpeak's share of unconsolidated joint venture total revenues — 16,514 157,744 — 2,115 16,241 — 192,614 Noncontrolling interests' share of consolidated joint venture total revenues (1) (1,510) — (134) (25,289) — — (26,934) Operating expenses (2,725) (400,608) — (76,992) (150,635) (29) — (630,989) Healthpeak's share of unconsolidated joint venture operating expenses — (12,407) (127,026) — (837) (51) — (140,321) Noncontrolling interests' share of consolidated joint venture operating expenses — 1,058 — 42 7,513 — — 8,613 Adjustments to NOI (1) 3,834 2,819 13,832 (17,146) (4,569) (413) — (1,643) Adjusted NOI 157,700 121,323 44,550 226,400 256,059 54,132 — 860,164 Plus: Adjustments to NOI (1) (3,834) (2,819) (13,832) 17,146 4,569 413 — 1,643 Interest income — — — — — 6,868 — 6,868 Interest expense (901) (4,626) — (211) (328) — (161,433) (167,499) Depreciation and amortization (45,138) (134,481) — (122,705) (161,350) (5,517) — (469,191) General and administrative — — — — — — (71,445) (71,445) Transaction costs — — — — — — (7,174) (7,174) Impairments and loan loss reserves (recoveries), net (22,914) (77,685) — — (14,677) (377) — (115,653) Gain (loss) on sales of real estate, net 3,557 8,844 — 3,651 2,876 (220) — 18,708 Loss on debt extinguishments — — — — — — (36,152) (36,152) Other income (expense), net — 12,817 — — — 980 11,037 24,834 Income tax benefit (expense) — — — — — — 11,583 11,583 Less: Healthpeak's share of unconsolidated joint venture NOI — (4,107) (30,718) — (1,278) (16,190) — (52,293) Plus: Noncontrolling interests' share of consolidated joint venture NOI 1 452 — 92 17,776 — — 18,321 Equity income (loss) from unconsolidated joint ventures — (1,473) (13,858) — 643 4,676 — (10,012) Net income (loss) $ 88,471 $ (81,755) $ (13,858) $ 124,373 $ 104,290 $ 44,765 $ (253,584) $ 12,702 _______________________________________ (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. |
Schedule of Reconciliation of Company's Revenues by Segment | The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Nine Months Ended Segment 2020 2019 2020 2019 Senior housing triple-net $ 24,558 $ 47,956 $ 82,282 $ 156,592 SHOP 149,615 212,275 475,869 515,457 CCRC 115,031 — 320,737 — Life science 148,702 118,561 416,081 320,630 Medical office 145,153 143,639 431,935 427,761 Other non-reportable 14,680 15,540 44,425 45,252 Total revenues $ 597,739 $ 537,971 $ 1,771,329 $ 1,465,692 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information (in thousands): Nine Months Ended September 30, 2020 2019 Supplemental cash flow information: Interest paid, net of capitalized interest $ 187,569 $ 164,761 Income taxes paid (refunded) 261 1,314 Capitalized interest 20,570 22,768 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 114,979 113,936 Vesting of restricted stock units and conversion of non-managing member units into common stock 4,729 4,534 Liabilities assumed with real estate acquisitions 523,289 172,565 Conversion of DFLs to real estate — 350,540 Net noncash impact from the consolidation of previously unconsolidated joint ventures 323,138 17,850 Seller financing provided on disposition of real estate asset 12,480 — |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table summarizes cash, cash equivalents and restricted cash (in thousands): September 30, 2020 2019 Cash and cash equivalents $ 197,119 $ 124,990 Restricted cash 102,419 30,114 Cash, cash equivalents and restricted cash $ 299,538 $ 155,104 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 $ 1,950 Unconsolidated joint ventures Loans receivable, net and Investments in unconsolidated joint ventures 28,879 Loan - seller financing Loans receivable, net 8,453 CMBS and LLC investment Marketable debt and LLC investment 35,302 _______________________________________ (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): September 30, 2020 December 31, 2019 Assets Buildings and improvements $ 2,977,513 $ 3,236,105 Development costs and construction in progress 114,929 67,285 Land 445,578 526,576 Accumulated depreciation and amortization (634,028) (568,574) Net real estate 2,903,992 3,261,392 Accounts receivable, net 8,397 11,986 Cash and cash equivalents 51,532 47,027 Restricted cash 14,894 13,596 Intangible assets, net 134,147 206,840 Right-of-use asset, net 91,444 92,664 Other assets, net 55,342 52,124 Total assets $ 3,259,748 $ 3,685,629 Liabilities Mortgage debt 216,594 218,767 Intangible liabilities, net 17,361 39,545 Lease liability 91,582 90,875 Accounts payable, accrued liabilities, and other liabilities 115,514 122,832 Deferred revenue 89,587 96,985 Total liabilities $ 530,638 $ 569,004 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2020 (3) December 31, 2019 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 231,162 $ 238,100 $ 190,579 $ 190,579 Marketable debt securities (2) 20,201 20,201 19,756 19,756 Bank line of credit and commercial paper (2) — — 93,000 93,000 Term loan (2) 249,122 249,122 248,942 248,942 Senior unsecured notes (1) 5,695,567 6,438,400 5,647,993 6,076,150 Mortgage debt (2) 435,206 430,669 276,907 280,373 Interest-rate swap liabilities (2) 162 162 553 553 _______________________________________ (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, 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 nine months ended September 30, 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) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the Company’s outstanding swap contracts as of September 30, 2020 (dollars in thousands): Date Entered Maturity Date Hedge Designation Notional Pay Rate Receive Rate Fair Value (1) Interest rate: August 2020 (2) August 2025 Cash Flow $ 41,305 0.33% USD-SIFMA Municipal Swap Index $ (162) ______________________________________ (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_4
Summary of Significant Accounting Policies - Government Grant Income (Details) - Government Assistance, CARES Act - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Government grant income | $ 2,448 | $ 0 | $ 17,332 | $ 0 |
Other Income (Expense) | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Government grant income | 2,153 | 0 | 16,233 | 0 |
Equity Income (Loss) From Unconsolidated Joint Ventures | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Government grant income | $ 295 | $ 0 | $ 1,099 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||||||||||||
Dec. 31, 2019USD ($)facility | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($)property | Jun. 30, 2020USD ($) | Jan. 31, 2020facility | Jan. 31, 2020property | Jan. 01, 2020USD ($) | Oct. 31, 2019property | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201602Member | |||||||||||
Cumulative effect adjustment | $ 6,667,474 | $ 6,512,591 | $ 7,406,308 | $ 7,668,721 | $ 6,523,359 | $ 6,619,272 | |||||||
Present value of lease liabilities | 156,611 | 175,002 | |||||||||||
Right-of-use asset | 172,486 | 190,875 | |||||||||||
Unamortized lease intangibles | (331,693) | $ (501,583) | |||||||||||
Accounting Standards Update 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 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Cumulative effect adjustment | $ (1,524) | [1] | $ 590 | [2] | $ 2,000 | $ 1,000 | |||||||
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 | 15 | 15 | 15 | ||||||||||
Other Non-reportable Segments | Assets Leased to Others | CCRC JV | Brookedale MTCA | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Property count | 13 | 13 | 13 | ||||||||||
SHOP | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of deconsolidating assets | 19 | 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) | Jan. 31, 2020USD ($)propertylease | Jan. 31, 2020USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 30, 2017USD ($)propertyfacility | Dec. 31, 2020property | Sep. 30, 2020USD ($)property | Jun. 30, 2020property | Mar. 31, 2020USD ($)property | Sep. 30, 2019USD ($)property | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Dec. 31, 2019USD ($)property | Dec. 31, 2018property | Jan. 31, 2020facility | Jan. 31, 2020property | Jan. 31, 2020 | Oct. 31, 2019property | Jan. 01, 2018USD ($)property |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of properties disposed | property | 18 | ||||||||||||||||||
Capital investment | $ 4,000,000 | $ 4,000,000 | |||||||||||||||||
Loss (gain) upon change of control, net | 173,222,000 | $ 11,481,000 | |||||||||||||||||
Long-term debt | 6,457,117,000 | 6,457,117,000 | |||||||||||||||||
Gain (loss) on sales of real estate, net | $ 149,000 | $ 165,000,000 | $ (784,000) | $ 247,881,000 | $ 18,708,000 | ||||||||||||||
Payment to acquired noncontrolling interest | $ 63,000,000 | $ 32,000,000 | |||||||||||||||||
Measurement Input, Discount Rate | Minimum | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Measurement input | 0.10 | ||||||||||||||||||
Measurement Input, Discount Rate | Maximum | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Measurement input | 0.12 | ||||||||||||||||||
Measurement Input, Annual Rent Escalators | Minimum | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Measurement input | 0.02 | ||||||||||||||||||
Measurement Input, Annual Rent Escalators | Maximum | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Measurement input | 0.03 | ||||||||||||||||||
Measurement Input, Cap Rate | Minimum | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Measurement input | 0.07 | ||||||||||||||||||
Measurement Input, Cap Rate | Maximum | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Measurement input | 0.09 | ||||||||||||||||||
Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of properties disposed | property | 18 | 18 | |||||||||||||||||
Cash proceeds | $ 385,000,000 | ||||||||||||||||||
Gain (loss) on sales of real estate, net | $ 164,000,000 | ||||||||||||||||||
CCRC JV | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Property count | property | 2 | 2 | |||||||||||||||||
Investment ownership percentage | 49.00% | 49.00% | 49.00% | 49.00% | |||||||||||||||
Equity method investments | $ 347,000 | $ 347,000 | $ 325,830,000 | ||||||||||||||||
CCRC JV | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Interest acquired | 51.00% | ||||||||||||||||||
Purchase cost | $ 1,060,000,000 | $ 1,060,000,000 | |||||||||||||||||
Management termination fee | $ 100,000,000 | ||||||||||||||||||
CCRC JV | Brookedale MTCA | Forecast | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of assets to be sold | property | 2 | ||||||||||||||||||
CCRC JV | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Property count | property | 15 | ||||||||||||||||||
Number of properties acquired | property | 13 | ||||||||||||||||||
Equity method investments | $ 323,000,000 | 323,000,000 | |||||||||||||||||
Real estate and intangible assets | 1,800,000,000 | 1,800,000,000 | |||||||||||||||||
Refundable entrance fee liabilities | 308,000,000 | 308,000,000 | |||||||||||||||||
Non-refundable entrance fee liabilities | 436,000,000 | 436,000,000 | |||||||||||||||||
Long-term debt | 215,000,000 | 215,000,000 | |||||||||||||||||
Working capital | 48,000,000 | 48,000,000 | |||||||||||||||||
Cash paid | 396,000,000 | ||||||||||||||||||
CCRC JV | Brookedale MTCA | Other Income (Expense) | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Loss (gain) upon change of control, net | $ 170,000,000 | ||||||||||||||||||
2019 Amended Master Lease | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Annual rent escalator | 2.40% | ||||||||||||||||||
RIDEA Facilities | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Ownership percentage (as a percent) | 90.00% | ||||||||||||||||||
Percentage of interest acquired | 10.00% | ||||||||||||||||||
Assets Leased to Others | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of assets transitioned | property | 37 | ||||||||||||||||||
Assets Leased to Others | 2019 Amended Master Lease | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of properties to be restructured | property | 24 | ||||||||||||||||||
Number of leases to be terminated | lease | 1 | ||||||||||||||||||
Percent of sales proceeds | 6.50% | ||||||||||||||||||
Number of properties to be reallocated | property | 14 | ||||||||||||||||||
Future rent | $ 20,000,000 | 20,000,000 | |||||||||||||||||
Capital investment | $ 35,000,000 | $ 35,000,000 | |||||||||||||||||
Capital investment term | 5 years | ||||||||||||||||||
Annual percent increase | 7.00% | ||||||||||||||||||
Assets Leased to Others | 2019 Amended Master Lease | Brookedale MTCA | Forecast | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of leases to be terminated | property | 1 | ||||||||||||||||||
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 | property | 1 | ||||||||||||||||||
Other Non-reportable Segments | Assets Leased to Others | CCRC JV | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Property count | 15 | 15 | 15 | ||||||||||||||||
Other Non-reportable Segments | Assets Leased to Others | CCRC JV | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Property count | 13 | 13 | 13 | 13 | |||||||||||||||
Interest acquired | 51.00% | ||||||||||||||||||
Senior Housing Triple-Net | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of assets to be sold | property | 18 | 2 | |||||||||||||||||
Senior Housing Triple-Net | Assets Leased to Others | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Property count | property | 78 | 43 | |||||||||||||||||
Disposition of properties, available for sale | property | 32 | ||||||||||||||||||
Reduction in rent | $ 5,000,000 | ||||||||||||||||||
Number of properties with rent concessions | property | 3 | ||||||||||||||||||
Total consideration for disposition of real estate | $ 35,000,000 | ||||||||||||||||||
Number of assets transitioned | property | 17 | ||||||||||||||||||
Senior Housing Triple-Net | Assets Leased to Others | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of properties disposed | property | 2 | ||||||||||||||||||
SHOP | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of assets to be sold | property | 4 | 2 | 7 | 1 | 11 | ||||||||||||||
SHOP | Assets Leased to Others | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of assets transitioned | property | 20 | ||||||||||||||||||
SHOP | Assets Leased to Others | Brookedale MTCA | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of assets to be sold | property | 4 | ||||||||||||||||||
SHOP | Assets Leased to Others | RIDEA Facilities | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Property count | property | 36 | ||||||||||||||||||
Total consideration for disposition of real estate | $ 240,000,000 |
Real Estate Transactions - Real
Real Estate Transactions - Real Estate Investments (Details) $ in Thousands | Nov. 03, 2020USD ($) | Oct. 31, 2020USD ($)aproperty | Sep. 30, 2020USD ($) | Jul. 31, 2020USD ($)property | Apr. 30, 2020USD ($) | Dec. 31, 2019USD ($)propertyasset | Jul. 31, 2019USD ($)propertyfacility | Jun. 30, 2019USD ($)property | May 31, 2019USD ($)property | Apr. 30, 2019USD ($)property | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)property | Dec. 31, 2018property |
Real Estate [Line Items] | |||||||||||||||
Debt assumed | $ 6,420,792 | $ 6,420,792 | |||||||||||||
Loss (gain) upon change of control, net | $ 173,222 | $ 11,481 | |||||||||||||
SHOP JV | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Loss (gain) upon change of control, net | $ 161,000 | ||||||||||||||
Assets Leased to Others | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Number of assets transitioned | property | 37 | ||||||||||||||
SHOP JV | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Investment ownership percentage | 54.00% | 54.00% | |||||||||||||
Purchase cost | $ 367,000 | $ 367,000 | |||||||||||||
Partnership investment ownership percentage | 46.50% | 46.50% | |||||||||||||
Mortgage Debt | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Debt assumed | $ 420,792 | $ 112,000 | $ 50,000 | $ 420,792 | |||||||||||
Massachusetts | Subsequent Event | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 54,000 | ||||||||||||||
Massachusetts | Life science joint ventures | Subsequent Event | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Investment ownership percentage | 49.00% | ||||||||||||||
San Francisco, California | Subsequent Event | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments for deposits on real estate acquisitions | $ 10,000 | ||||||||||||||
Area of land | a | 12 | ||||||||||||||
Payments to acquire land | $ 128,000 | ||||||||||||||
Number of adjacent sites currently held | 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 | ||||||||||||||
Life science | Massachusetts | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 320,000 | ||||||||||||||
Life science | Massachusetts | Subsequent Event | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 610,000 | ||||||||||||||
Number of properties acquired | property | 3 | ||||||||||||||
Payments for deposits on real estate acquisitions | $ 20,000 | ||||||||||||||
Life science | Boston | Life science facility | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 228,000 | ||||||||||||||
Number of properties acquired | facility | 4 | ||||||||||||||
Life science | Cambridge | Life science facility | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 333,000 | ||||||||||||||
Number of properties acquired | asset | 1 | ||||||||||||||
Life science | San Diego | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Number of properties acquired | property | 1 | ||||||||||||||
Life science | San Diego | Life science facility | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 16,000 | ||||||||||||||
Medical office | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Number of properties acquired | property | 1 | ||||||||||||||
Medical office | ARIZONA | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 27,000 | ||||||||||||||
Medical office | Indiana, Missouri, Illinois | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments for deposits on real estate acquisitions | $ 9,000 | ||||||||||||||
Medical office | Indiana, Missouri, Illinois | Subsequent Event | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 169,000 | ||||||||||||||
Number of properties acquired | property | 7 | ||||||||||||||
Medical office | Kansas | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 15,000 | ||||||||||||||
Number of properties acquired | property | 1 | ||||||||||||||
Medical office | Texas | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 9,000 | ||||||||||||||
Number of properties acquired | property | 1 | ||||||||||||||
Life science joint ventures | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Payments to acquire real estate | $ 245,000 | ||||||||||||||
Number of properties acquired | property | 2 | ||||||||||||||
Senior Housing | Vintage Park JV | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Number of properties acquired | property | 1 | ||||||||||||||
Investment ownership percentage | 100.00% | ||||||||||||||
Payments to acquire outstanding equity interests | $ 24,000 | ||||||||||||||
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 | ||||||||||||
SHOP | Assets Leased to Others | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Number of assets transitioned | property | 20 | ||||||||||||||
SHOP | SHOP JV | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Investment ownership percentage | 53.50% | 53.50% | |||||||||||||
Purchase cost | $ 790,000 | $ 790,000 | |||||||||||||
SHOP | SHOP JV | Assets Leased to Others | |||||||||||||||
Real Estate [Line Items] | |||||||||||||||
Number of assets transitioned | property | 19 |
Real Estate Transactions - Deve
Real Estate Transactions - Development Activities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Real Estate [Abstract] | |
Development and redevelopment projects, amount increase (decrease) | $ 37 |
Development commitments | $ 398 |
Real Estate Transactions - Held
Real Estate Transactions - Held for Sale (Details) $ in Thousands | Jan. 31, 2020property | Mar. 31, 2020property | Dec. 31, 2019USD ($)property | Sep. 30, 2020USD ($)propertyinvestmentloan |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of loan receivables | loan | 5 | |||
Assets held for sale, net | $ 504,394 | $ 2,213,185 | ||
Accumulated depreciation | $ 2,771,922 | $ 2,507,881 | ||
Number of properties disposed | property | 18 | |||
Brookedale MTCA | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties disposed | property | 18 | 18 | ||
Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Investments held for sale | investment | 2 | |||
Assets held for sale, net | $ 504,000 | $ 2,210,000 | ||
Real estate | 476,000 | 2,150,000 | ||
Accumulated depreciation | $ 243,000 | 659,000 | ||
Loans receivable | $ 23,000 | |||
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 | 27 | 33 | ||
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 | 5 | ||
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 | 28 | 97 | ||
Held-for-sale | Other Non-reportable Segments | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | property | 1 | |||
Held-for-sale | 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 | $ 32,000 | $ 77,000 | ||
Other liabilities | $ 4,000 | $ 16,000 |
Real Estate Transactions - Disp
Real Estate Transactions - Dispositions of Real Estate (Details) $ in Thousands | Jan. 31, 2020USD ($)property | Oct. 31, 2020USD ($)property | Sep. 30, 2020USD ($)property | Jun. 30, 2020USD ($)property | Mar. 31, 2020USD ($)property | Sep. 30, 2019USD ($)property | Jun. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($)property | Dec. 31, 2019property |
Real Estate [Line Items] | ||||||||||
Gain (loss) on sales of real estate, net | $ 149 | $ 165,000 | $ (784) | $ 247,881 | $ 18,708 | |||||
Number of properties disposed | property | 18 | |||||||||
Brookedale MTCA | ||||||||||
Real Estate [Line Items] | ||||||||||
Gain (loss) on sales of real estate, net | $ 164,000 | |||||||||
Number of properties disposed | property | 18 | 18 | ||||||||
SHOP and Senior Housing Triple-Net | Subsequent Event | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 88,000 | |||||||||
SHOP | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | 12,000 | $ 28,000 | $ 36,000 | 7,000 | 89,000 | |||||
Gain (loss) on sales of real estate, net | 2,000 | |||||||||
SHOP | Subsequent Event | Definitive Agreement Four | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 3,000 | $ 115,000 | ||||||||
Senior housing triple-net | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 385,000 | 26,000 | ||||||||
Medical office | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | 14,000 | $ 3,000 | 18,000 | |||||||
Medical office | San Diego | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | 106,000 | |||||||||
Gain (loss) on sales of real estate, net | $ 81,000 | |||||||||
Undeveloped MOB land parcel | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 2,000 | |||||||||
Life science | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | 7,000 | |||||||||
Undeveloped Life Science | ||||||||||
Real Estate [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 35,000 | |||||||||
SHOP | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 4 | 2 | 7 | 1 | 11 | |||||
SHOP | Subsequent Event | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 7 | |||||||||
SHOP | Subsequent Event | Definitive Agreement Four | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 7 | |||||||||
Senior housing triple-net | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 18 | 2 | ||||||||
Senior housing triple-net | Subsequent Event | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 3 | |||||||||
Medical office | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 4 | 1 | 6 | |||||||
Medical office | San Diego | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 3 | |||||||||
Undeveloped MOB land parcel | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 1 | |||||||||
Other non-reportable | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 1 | |||||||||
Proceeds from sale of buildings | $ 1,000 | |||||||||
Life science | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 1 | |||||||||
Undeveloped Life Science | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of assets to be sold | property | 1 |
Real Estate Transactions - Impa
Real Estate Transactions - Impairments of Real Estate (Details) $ / item in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / itemproperty | Sep. 30, 2019USD ($)$ / itemproperty | |
Real Estate [Line Items] | |||||
Impairment of real estate | $ 37,000 | $ 87,000 | |||
Impairments and loan loss reserves (recoveries), net | $ 97,723 | $ 115,653 | |||
Casualty related gain | $ 5,000 | ||||
Minimum | |||||
Real Estate [Line Items] | |||||
Impairment calculation, price per unit | $ / item | 33 | 46 | |||
Impairment test, market capitalization rate | 4.97% | 4.97% | |||
Maximum | |||||
Real Estate [Line Items] | |||||
Impairment calculation, price per unit | $ / item | 300 | 125 | |||
Impairment test, market capitalization rate | 8.27% | 8.27% | |||
Weighted Average | |||||
Real Estate [Line Items] | |||||
Impairment calculation, price per unit | $ / item | 136 | 71 | |||
Impairment test, market capitalization rate | 6.09% | 6.09% | |||
Impairments 2020 | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | 200,000 | $ 200,000 | |||
Real estate held-for-sale | 163,000 | 163,000 | |||
Impairments 2020 | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | 424,000 | 424,000 | |||
Real estate held-for-sale | $ 337,000 | $ 337,000 | |||
Impairments 2019 | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | $ 288,000 | $ 288,000 | |||
Seven shop senior housing triplenet asset | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | 124,000 | 124,000 | |||
Real estate held-for-sale | 90,000 | 90,000 | |||
Fifteen shop senior housing triplenet asset | |||||
Real Estate [Line Items] | |||||
Real estate held-for-sale | 195,000 | 195,000 | |||
Senior housing Triple Net, SHOP, MOB, and other non-reportable | |||||
Real Estate [Line Items] | |||||
Impairments and loan loss reserves (recoveries), net | $ 34,000 | $ 93,000 | |||
SHOP | |||||
Real Estate [Line Items] | |||||
Impairments and loan loss reserves (recoveries), net | $ 10,000 | ||||
Number of real estate properties impaired | property | 9 | 7 | 28 | 15 | |
Senior housing triple-net | |||||
Real Estate [Line Items] | |||||
Number of real estate properties impaired | property | 1 | 4 | 5 | 4 | |
Medical office | |||||
Real Estate [Line Items] | |||||
Impairments and loan loss reserves (recoveries), net | $ 9,000 | ||||
Number of real estate properties impaired | property | 1 | 2 | 2 | 2 | |
Asset impairment charge due to intent to demolish | $ 4,000 | $ 4,000 | |||
Number of real estate properties impaired due intent to demolish | property | 1 | 1 | |||
Undeveloped MOB land parcel | |||||
Real Estate [Line Items] | |||||
Number of real estate properties impaired | property | 1 | ||||
Other Non-reportable Asset [Member] | |||||
Real Estate [Line Items] | |||||
Number of real estate properties impaired | property | 1 | 1 |
Real Estate Transactions - Defe
Real Estate Transactions - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Real Estate [Abstract] | ||
Deferred tax assets valuation allowance | $ 31 | $ 31 |
Leases - Lease Income (Details)
Leases - Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Interest and Other Income [Abstract] | ||||
Fixed income from operating leases | $ 262,558 | $ 255,447 | $ 770,327 | $ 730,277 |
Variable income from operating leases | 63,972 | 57,153 | 183,254 | 177,742 |
Interest income from direct financing leases | $ 2,150 | $ 9,590 | $ 7,569 | $ 33,304 |
Leases - Direct Financing Lease
Leases - Direct Financing Leases (Details) $ in Thousands | Sep. 30, 2020USD ($)property | Dec. 31, 2019USD ($)property |
Lessor, Lease, Description [Line Items] | ||
Present value of minimum lease payments receivable | $ 11,955 | $ 19,138 |
Present value of estimated residual value | 44,706 | 84,604 |
Less deferred selling profits | (11,955) | (19,138) |
Net investment in direct financing leases | $ 44,706 | $ 84,604 |
Properties subject to direct financing leases | property | 1 | 2 |
Percentage of DFL Portfolio | 100.00% | |
Other non-reportable | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | $ 44,706 | |
Percentage of DFL Portfolio | 100.00% | |
Performing DFLs | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | $ 44,706 | |
Performing DFLs | Other non-reportable | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | 44,706 | |
Watch List DFLs | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | 0 | |
Watch List DFLs | Other non-reportable | ||
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 | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | $ 0 |
Leases - Direct Financing Lea_2
Leases - Direct Financing Lease Sale and Conversion (Details) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($)facility | Mar. 31, 2019USD ($)property | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)property | |
Lessor, Lease, Description [Line Items] | |||||||
Proceeds from sale of lease receivable | $ 82,000,000 | ||||||
Gain on sale of direct financing lease | $ 42,000,000 | ||||||
Conversion of DFLs to real estate | $ 0 | $ 350,540,000 | |||||
Intangible assets, net | $ 501,583,000 | $ 331,693,000 | |||||
Properties subject to direct financing leases | property | 1 | 2 | |||||
Impairments and loan loss reserves (recoveries), net | $ 97,723,000 | 115,653,000 | |||||
Income from DFLs | $ 5,000,000 | 17,000,000 | |||||
Cash payments received | $ 5,000,000 | $ 16,000,000 | |||||
SHOP | |||||||
Lessor, Lease, Description [Line Items] | |||||||
Proceeds from sale of lease receivable | $ 274,000,000 | ||||||
Number of leases disposed of (in facilities) | facility | 13 | ||||||
Impairments and loan loss reserves (recoveries), net | $ 10,000,000 | ||||||
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 | Senior Housing Triple-Net | Real Estate Investment | |||||||
Lessor, Lease, Description [Line Items] | |||||||
Real estate investment property | 331,000,000 | ||||||
DFL Portfolio | Watch List DFLs | Senior Housing Triple-Net | Intangible Assets | |||||||
Lessor, Lease, Description [Line Items] | |||||||
Intangible assets, net | 20,000,000 | ||||||
DFL Portfolio | Watch List DFLs | SHOP | |||||||
Lessor, Lease, Description [Line Items] | |||||||
Gain (loss) on recognition of lease | $ 0 | ||||||
Properties subject to direct financing leases | property | 14 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating leases | $ 24,984 | $ 4,084 |
Leases - Rent Deferrals (Detail
Leases - Rent Deferrals (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Medical Office | |
Lessor, Lease, Description [Line Items] | |
Rent deferred during the period | $ 6 |
Deferred rent outstanding | 3 |
Life Science | |
Lessor, Lease, Description [Line Items] | |
Rent deferred during the period | $ 1 |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Unamortized discounts, fees, and costs | $ 887 | $ 863 |
Reserve for loan losses | (11,547) | 0 |
Loans receivable including loans receivable held for sale | 253,785 | 190,579 |
Loans receivable held for sale | (22,623) | 0 |
Loans receivable, net | 231,162 | 190,579 |
Remaining loans receivable commitments | 14,000 | 25,000 |
Loans receivable commitments | 196,000 | 174,000 |
Secured mortgage loans | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Financing receivable, gross | 212,393 | 161,964 |
Loans receivable held for sale | (11,000) | |
Mezzanine and other | ||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Financing receivable, gross | 52,052 | $ 27,752 |
Loans receivable held for sale | $ (12,000) |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020USD ($)loanproperty | Sep. 30, 2020USD ($)loanproperty | Jan. 31, 2020facility | Jan. 31, 2020property | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019property | |
Loans Receivable: | |||||||
Number of loan receivables | loan | 5 | 5 | |||||
Loan receivable held for sale | $ 22,623 | $ 22,623 | $ 0 | ||||
Financing receivable, after allowance for credit loss | 253,785 | 253,785 | $ 190,579 | ||||
Credit loss reserve on unfunded loan commitments | 111 | 111 | |||||
Credit loss expenses (recovery) | $ (3,000) | $ 10,000 | |||||
Secured mortgage loans | |||||||
Loans Receivable: | |||||||
Number of loan receivables | loan | 2 | 2 | |||||
Loan receivable held for sale | $ 11,000 | $ 11,000 | |||||
Mezzanine and other | |||||||
Loans Receivable: | |||||||
Number of loan receivables | loan | 3 | 3 | |||||
Loan receivable held for sale | $ 12,000 | $ 12,000 | |||||
CCRC JV | Brookedale MTCA | |||||||
Loans Receivable: | |||||||
Property count | property | 15 | ||||||
CCRC JV | Assets Leased to Others | Other non-reportable | |||||||
Loans Receivable: | |||||||
Property count | 15 | 15 | 15 | ||||
CCRC JV | Assets Leased to Others | Brookedale MTCA | Other non-reportable | |||||||
Loans Receivable: | |||||||
Property count | 13 | 13 | 13 | 13 | |||
Financing receivable, after allowance for credit loss | $ 21,000 | $ 21,000 | $ 30,000 |
Loans Receivable - Schedule o_2
Loans Receivable - Schedule of Loans Receivable by Origination Year (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Secured mortgage loans | |
Loans Receivable: | |
2020 | $ 36,805 |
2019 | 58,998 |
2018 | 0 |
2017 | 114,459 |
2016 | 0 |
Total | 210,262 |
Mezzanine and other | |
Loans Receivable: | |
2020 | 18,966 |
2019 | 14,243 |
2018 | 0 |
2017 | 1,861 |
2016 | 8,453 |
Total | 43,523 |
Performing loans | Secured mortgage loans | |
Loans Receivable: | |
2020 | 36,805 |
2019 | 58,998 |
2018 | 0 |
2017 | 114,459 |
2016 | 0 |
Total | 210,262 |
Performing loans | Mezzanine and other | |
Loans Receivable: | |
2020 | 18,966 |
2019 | 14,243 |
2018 | 0 |
2017 | 0 |
2016 | 8,453 |
Total | 41,662 |
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 | 1,861 |
2016 | 0 |
Total | 1,861 |
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 | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Reserve for loan losses, December 31, 2019 | $ 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 1,420 |
Provision for expected loan losses | 10,127 |
Reserve for loan losses, September 30, 2020 | 11,547 |
Secured Mortgage Loans | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Reserve for loan losses, December 31, 2019 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 513 |
Provision for expected loan losses | 1,851 |
Reserve for loan losses, September 30, 2020 | 2,364 |
Mezzanine and Other | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |
Reserve for loan losses, December 31, 2019 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 907 |
Provision for expected loan losses | 8,276 |
Reserve for loan losses, September 30, 2020 | $ 9,183 |
Investments in and Advances t_3
Investments in and Advances to Unconsolidated Joint Ventures (Details) $ in Thousands | Jan. 31, 2020facility | Oct. 31, 2020USD ($) | Jan. 31, 2020USD ($)facility | Oct. 31, 2019USD ($)joint_ventureproperty | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)propertyjoint_venture | Dec. 31, 2019USD ($)joint_ventureproperty | Jan. 31, 2020property | Jan. 31, 2020 | Jan. 31, 2020USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Advances to unconsolidated joint ventures, net | $ 0 | $ 76 | ||||||||
Investments in and advances to unconsolidated joint ventures | 436,271 | 825,515 | ||||||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Equity method investments | $ 9,000 | |||||||||
Investment return percentage | 10.00% | |||||||||
Discovery Naples JV | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment ownership percentage | 41.00% | |||||||||
Discovery Sarasota JV | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment ownership percentage | 47.00% | |||||||||
SWF SH JV | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 19 | |||||||||
Investment ownership percentage | 54.00% | |||||||||
Equity method investments | $ 374,198 | 428,258 | ||||||||
MBK JV | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 5 | |||||||||
Investment ownership percentage | 50.00% | |||||||||
Equity method investments | $ 36,034 | 33,415 | ||||||||
Other SHOP JVs | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 2 | |||||||||
Equity method investments | $ 15,973 | 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% | |||||||||
Waldwick | Subsequent Event | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment ownership percentage | 100.00% | |||||||||
Additional ownership percentage acquired | 15.00% | |||||||||
Payments to acquire real estate joint ventures | $ 4,000 | |||||||||
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 | $ 9,719 | $ 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% | |||||||||
CCRC JV | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 2 | |||||||||
Investment ownership percentage | 49.00% | 49.00% | 49.00% | |||||||
Equity method investments | $ 347 | $ 325,830 | ||||||||
Number of properties classified as held for sale | property | 1 | |||||||||
Impairment charge | $ 6,000 | $ 12,000 | ||||||||
Other JVs | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | property | 0 | |||||||||
Equity method investments | $ 0 | $ 10,372 | ||||||||
K&Y JVs | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment ownership percentage | 80.00% | |||||||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 1 | 1 | ||||||||
Proceeds from sale of equity method investments | $ 12,000 | $ 4,000 | ||||||||
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 | |||||||||
Equity method investments | $ 323,000 | |||||||||
CCRC JV | Assets Leased to Others | Other non-reportable | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | 15 | 15 | 15 | 15 | ||||||
CCRC JV | Assets Leased to Others | Other non-reportable | Brookedale MTCA | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Property count | 13 | 13 | 13 | 13 | ||||||
Interest acquired | 51.00% |
Intangibles - Intangibles Lease
Intangibles - Intangibles Lease Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangibles [Abstract] | ||
Gross intangible lease assets | $ 722,259 | $ 615,538 |
Accumulated depreciation and amortization | (220,676) | (283,845) |
Intangible assets, net(1) | $ 501,583 | $ 331,693 |
Weighted average remaining amortization period in years | 6 years | 5 years |
Intangibles - Intangibles Lea_2
Intangibles - Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Intangibles [Abstract] | ||
Gross intangible lease liabilities | $ 153,624 | $ 113,213 |
Accumulated depreciation and amortization | (45,593) | (38,222) |
Intangible liabilities, net | $ 108,031 | $ 74,991 |
Weighted average remaining amortization period in years | 8 years | 7 years |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020USD ($)property | Dec. 31, 2019USD ($) | Jan. 31, 2020facility | Jan. 31, 2020property | Oct. 31, 2019property | Jan. 01, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining amortization period in years | 6 years | 5 years | ||||
Weighted average remaining amortization period in years | 8 years | 7 years | ||||
Intangible assets, net | $ 501,583 | $ 331,693 | ||||
Intangible liabilities, net | 108,031 | 74,991 | ||||
Held-for-sale | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, held for sale | 14,000 | $ 11,000 | ||||
Accounting Standards Update 2016-12 | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, net | $ 39,000 | |||||
Intangible liabilities, net | $ 6,000 | |||||
Brookedale MTCA | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets acquired | 298,000 | |||||
Intangible liabilities acquired | $ 42,000 | |||||
Weighted average remaining amortization period in years | 7 years | |||||
Weighted average remaining amortization period in years | 10 years | |||||
Brookedale MTCA | CCRC JV | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property count | property | 15 | |||||
Other non-reportable | CCRC JV | Assets Leased to Others | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property count | 15 | 15 | 15 | |||
Other non-reportable | Brookedale MTCA | CCRC JV | Assets Leased to Others | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property count | 13 | 13 | 13 |
Debt - Bank Line of Credit and
Debt - Bank Line of Credit and Term Loans (Details) | May 23, 2019USD ($)renewal_option | Sep. 30, 2020USD ($) | 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) | 0.83% | |||
Bank Line of Credit | 2019 Term Loan | ||||
Debt Instrument | ||||
Face amount | $ 250,000,000 | |||
Weighted-average interest rate (as a percent) | 1.14% | |||
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 | Sep. 30, 2020USD ($) |
Debt Instrument | |
Maximum outstanding amount capacity | $ 1,000,000,000 |
Borrowings | $ 0 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) | Jul. 09, 2020 | Jun. 24, 2020 | Nov. 21, 2019 | Jul. 22, 2019 | Jul. 08, 2019 | Jul. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 23, 2020 | Dec. 31, 2019 | Jul. 05, 2019 |
Debt Instrument | |||||||||||||
Principal balance on debt | $ 6,420,792,000 | $ 6,420,792,000 | |||||||||||
Loss on extinguishment of debt | 17,921,000 | $ 35,017,000 | 42,912,000 | $ 36,152,000 | |||||||||
Senior Unsecured Note | |||||||||||||
Debt Instrument | |||||||||||||
Principal balance on debt | $ 5,750,000,000 | $ 5,750,000,000 | |||||||||||
Senior Unsecured Note | 2031 Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 600,000,000 | ||||||||||||
Percentage of stated interest rate | 2.88% | ||||||||||||
Senior Unsecured Note | Unsecured note 3.150 percent | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 300,000,000 | ||||||||||||
Percentage of stated interest rate | 3.15% | ||||||||||||
Senior Unsecured Note | Unsecured noted 4.250 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 250,000,000 | ||||||||||||
Percentage of stated interest rate | 4.25% | 4.25% | |||||||||||
Repayment of senior unsecured notes | $ 250,000,000 | ||||||||||||
Senior Unsecured Note | 2022 Notes | |||||||||||||
Debt Instrument | |||||||||||||
Percentage of stated interest rate | 4.00% | 4.00% | |||||||||||
Repayment of senior unsecured notes | $ 250,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 18,000,000 | ||||||||||||
Senior Unsecured Note | 2023 Notes | |||||||||||||
Debt Instrument | |||||||||||||
Percentage of stated interest rate | 4.25% | ||||||||||||
Loss on extinguishment of debt | $ 26,000,000 | ||||||||||||
Senior Unsecured Note | 2030 Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 750,000,000 | ||||||||||||
Percentage of stated interest rate | 3.00% | ||||||||||||
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 | Unsecured noted 4.000 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Percentage of stated interest rate | 4.00% | ||||||||||||
Repayment of senior unsecured notes | $ 350,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 22,000,000 | ||||||||||||
Senior Unsecured Note | 2020 Notes | |||||||||||||
Debt Instrument | |||||||||||||
Percentage of stated interest rate | 2.63% | 2.63% | |||||||||||
Repayment of senior unsecured notes | $ 800,000,000 | ||||||||||||
Senior Unsecured Note | Senior Notes Due 2020, 2022, and 2023 | |||||||||||||
Debt Instrument | |||||||||||||
Loss on extinguishment of debt | $ 35,000,000 |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2019USD ($)property | May 31, 2019USD ($)property | Apr. 30, 2019property | Sep. 30, 2020USD ($)facility | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)facility | Sep. 30, 2019USD ($) | |
Debt Instrument | |||||||
Principal balance on debt | $ 6,420,792 | $ 6,420,792 | |||||
Senior Housing | Senior Housing | |||||||
Debt Instrument | |||||||
Number of properties acquired | property | 5 | 3 | 9 | ||||
Mortgage Debt | |||||||
Debt Instrument | |||||||
Principal balance on debt | $ 112,000 | $ 50,000 | $ 420,792 | $ 420,792 | |||
Number of healthcare facilities used to secure debt (in facilities) | facility | 14 | 14 | |||||
Debt instrument, collateral, healthcare facilities carrying value | $ 856,000 | $ 856,000 | |||||
Debt instrument, periodic payment | $ 2,000 | $ 1,000 | $ 10,000 | $ 3,000 | |||
Weighted-average interest rate (as a percent) | 4.89% | 4.83% | 3.62% | 3.62% |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Jul. 31, 2019 | May 31, 2019 | |
Debt Instrument | |||
2020 (three months) | $ 1,884 | ||
2021 | 15,004 | ||
2022 | 7,215 | ||
2023 | 392,365 | ||
2024 | 1,405,652 | ||
Thereafter | 4,598,672 | ||
Total debt before discount, net | 6,420,792 | ||
(Discounts), premium and debt costs, net | (40,897) | ||
Long-term debt, net assets held for sale | 6,379,895 | ||
Long-term debt | 6,457,117 | ||
Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | 77,222 | ||
Bank Line of Credit | |||
Debt Instrument | |||
2020 (three months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 0 | ||
(Discounts), premium and debt costs, net | 0 | ||
Long-term debt, net assets held for sale | 0 | ||
Long-term debt | 0 | ||
Bank Line of Credit | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | 0 | ||
Commercial Paper | |||
Debt Instrument | |||
2020 (three months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 0 | ||
(Discounts), premium and debt costs, net | 0 | ||
Long-term debt, net assets held for sale | 0 | ||
Long-term debt | 0 | ||
Commercial Paper | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | 0 | ||
Term Loan | |||
Debt Instrument | |||
2020 (three months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 250,000 | ||
Thereafter | 0 | ||
Total debt before discount, net | 250,000 | ||
(Discounts), premium and debt costs, net | (878) | ||
Long-term debt, net assets held for sale | 249,122 | ||
Long-term debt | 249,122 | ||
Term Loan | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | 0 | ||
Senior Unsecured Note | |||
Debt Instrument | |||
2020 (three months) | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 300,000 | ||
2024 | 1,150,000 | ||
Thereafter | 4,300,000 | ||
Total debt before discount, net | 5,750,000 | ||
(Discounts), premium and debt costs, net | (54,433) | ||
Long-term debt, net assets held for sale | 5,695,567 | ||
Long-term debt | $ 5,695,567 | ||
Weighted-average interest rate (as a percent) | 3.86% | ||
Weighted-average maturity | 7 years | ||
Senior Unsecured Note | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | $ 0 | ||
Senior Unsecured Note | Minimum | |||
Debt Instrument | |||
Percentage of stated interest rate | 3.08% | ||
Senior Unsecured Note | Maximum | |||
Debt Instrument | |||
Percentage of stated interest rate | 6.87% | ||
Mortgage Debt | |||
Debt Instrument | |||
2020 (three months) | $ 1,884 | ||
2021 | 15,004 | ||
2022 | 7,215 | ||
2023 | 92,365 | ||
2024 | 5,652 | ||
Thereafter | 298,672 | ||
Total debt before discount, net | 420,792 | $ 112,000 | $ 50,000 |
(Discounts), premium and debt costs, net | 14,414 | ||
Long-term debt, net assets held for sale | 435,206 | ||
Long-term debt | $ 512,428 | ||
Weighted-average interest rate (as a percent) | 3.62% | 4.89% | 4.83% |
Weighted-average maturity | 7 years | ||
Mortgage Debt | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale | $ 77,222 | ||
Mortgage Debt | Held-for-sale | Debt Maturing In 2027 | |||
Debt Instrument | |||
Weighted-average interest rate (as a percent) | 1.23% | ||
Mortgage Debt | Held-for-sale | Debt Maturing In 2044 | |||
Debt Instrument | |||
Weighted-average interest rate (as a percent) | 3.45% | ||
Mortgage Debt | Minimum | |||
Debt Instrument | |||
Percentage of stated interest rate | 1.23% | ||
Mortgage Debt | Maximum | |||
Debt Instrument | |||
Percentage of stated interest rate | 5.91% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | |
Oct. 31, 2020USD ($) | Sep. 30, 2020USD ($)property | |
Loss Contingencies [Line Items] | ||
Loss contingency accrual | $ 0 | |
Third party debt collateralized by facilities, debt amount | 57,000,000 | |
Third party debt collateralized by facilities, asset carrying amount | $ 323,000,000 | |
Subsequent Event | ||
Loss Contingencies [Line Items] | ||
Transaction cost | $ 11,000,000 | |
Indemnification Agreement | ||
Loss Contingencies [Line Items] | ||
Number of properties may be contributed in the agreement | property | 25 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 29, 2020 | Nov. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||||
Issuance of common stock, net | $ 511 | $ 102,429 | $ 1,060,000 | $ 1,065,900 | $ 509,242 | |||||
At-The-Market Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
Option indexed to issuers equity, term | 1 year | |||||||||
2019 ATM Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
Maximum shares issuable under forward equity sales agreement (in shares) | 1,200,000 | 2,000,000 | 14,800,000 | |||||||
Forward equity sales agreement, initial net price (in usd per share) | $ 31.10 | $ 35.23 | $ 31.23 | |||||||
2019 ATM Program, Settled | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share settlement (in shares) | 16,800,000 | 5,500,000 | 16,800,000 | 5,500,000 | ||||||
Weighted average settlement price (in usd per share) | $ 31.38 | $ 30.91 | ||||||||
Issuance of common stock, net | $ 528,000 | $ 171,000 | ||||||||
Issuance of common stock, net (in shares) | 0 | |||||||||
Remainder outstanding (in shares) | 0 | 0 | ||||||||
ATM Direct Issuances | ||||||||||
Class of Stock [Line Items] | ||||||||||
Weighted average net price (in usd per share) | $ 31.84 | $ 31.84 | ||||||||
ATM Direct Issuances | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock, net | $ 189,000 | |||||||||
Issuance of common stock, net (in shares) | 0 | 0 | 5,900,000 | |||||||
2020 ATM Program | ||||||||||
Class of Stock [Line Items] | ||||||||||
ATM aggregate amount authorized | $ 1,250,000 | |||||||||
ATM aggregate amount remaining | $ 1,250,000 | |||||||||
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 | |||||||||
Issuance of common stock, net (in shares) | 0 | 0 | ||||||||
2019 Forward Equity Offering | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Weighted average net price (in usd per share) | $ 34.18 | $ 34.18 | ||||||||
Forward Equity Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Option indexed to issuers equity, term | 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 | |||||||||
Issuance of common stock, net | $ 100,000 | $ 142,000 | $ 422,000 | |||||||
Issuance of common stock, net (in shares) | 3,600,000 | 5,100,000 | 0 | |||||||
Weighted average net price (in usd per share) | $ 27.85 | $ 27.85 | ||||||||
Forward Equity Offering | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Weighted average net price (in usd per share) | $ 27.93 | $ 27.93 | $ 27.66 |
Equity - AOCI (Details)
Equity - AOCI (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Loss | ||
Cumulative foreign currency translation adjustment | $ 0 | $ (1,023) |
Unrealized gains (losses) on derivatives, net | (162) | 1,314 |
Supplemental Executive Retirement Plan minimum liability and other | (3,074) | (3,148) |
Total accumulated other comprehensive income (loss) | $ (3,236) | $ (2,857) |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 0 | 268 | 1,901 |
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) | 7,000 | 7,000 | 7,000 | 7,000 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||
Net income (loss) | $ (59,581) | $ (42,308) | $ 278,008 | $ 12,702 |
Noncontrolling interests' share in earnings | (3,836) | (3,555) | (10,839) | (10,692) |
Net income (loss) attributable to Healthpeak Properties, Inc. | (63,417) | (45,863) | 267,169 | 2,010 |
Less: Participating securities' share in earnings | (351) | (386) | (2,151) | (1,223) |
Net income (loss) applicable to common shares | $ (63,768) | $ (46,249) | $ 265,018 | $ 787 |
Denominator | ||||
Basic weighted average shares outstanding (in shares) | 538,333 | 491,203 | 527,908 | 482,595 |
Dilutive potential common shares - equity awards (in shares) | 0 | 0 | 279 | 296 |
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 0 | 268 | 1,901 |
Diluted weighted average common shares (in shares) | 538,333 | 491,203 | 528,455 | 484,792 |
Earnings (loss) per common share: | ||||
Basic (in dollars per share) | $ (0.12) | $ (0.09) | $ 0.50 | $ 0 |
Diluted (in dollars per share) | $ (0.12) | $ (0.09) | $ 0.50 | $ 0 |
Outstanding equity awards (in shares) | 1,000 | 1,000 | 1,000 | 1,000 |
Forward sales agreements that have been settled (in shares) | 32,000 | 11,000 | ||
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 ($)facility | Sep. 30, 2020USD ($)property | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)facilityproperty | Sep. 30, 2019USD ($)facility | Jan. 31, 2020property | Dec. 31, 2019facility | Oct. 31, 2019property | Nov. 30, 2017property |
Segment Disclosure | ||||||||||
Deferred tax assets valuation allowance | $ 31,000 | $ 31,000 | ||||||||
Tax benefit recognized in conjunction with internal restructuring activities | 51,000 | |||||||||
Tax benefit recognized from CARES Act | 3,600 | |||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 597,739 | $ 537,971 | 1,771,329 | $ 1,465,692 | ||||||
Government grant income | 2,153 | 16,233 | ||||||||
Less: Interest income | (4,443) | (2,741) | (12,361) | (6,868) | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 28,794 | 63,542 | 107,143 | 192,614 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 295 | 1,099 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | (9,313) | (9,172) | (27,451) | (26,934) | ||||||
Operating expenses | (314,292) | (248,069) | (1,006,146) | (630,989) | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | (23,373) | (47,311) | (83,427) | (140,321) | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 3,009 | 2,997 | 8,939 | 8,613 | ||||||
Adjustments to NOI | (9,510) | (3,755) | 70,864 | (1,643) | ||||||
Adjusted NOI | 271,059 | 293,462 | 846,222 | 860,164 | ||||||
Plus: Adjustments to NOI | 9,510 | 3,755 | (70,864) | 1,643 | ||||||
Interest income | 4,443 | 2,741 | 12,361 | 6,868 | ||||||
Interest expense | (56,235) | (61,230) | (172,161) | (167,499) | ||||||
Depreciation and amortization | (173,630) | (171,944) | (541,394) | (469,191) | ||||||
General and administrative | (21,661) | (22,970) | (67,730) | (71,445) | ||||||
Transaction costs | (2,586) | (1,319) | (18,061) | (7,174) | ||||||
Impairments and loan loss reserves (recoveries), net | (34,550) | (38,257) | (97,723) | (115,653) | ||||||
Gain (loss) on sales of real estate, net | 149 | $ 165,000 | (784) | 247,881 | 18,708 | |||||
Loss on debt extinguishments | (17,921) | (35,017) | (42,912) | (36,152) | ||||||
Other income (expense), net | 7,060 | 693 | 237,254 | 24,834 | ||||||
Income tax benefit (expense)(3) | (24,174) | 6,261 | 16,216 | 11,583 | ||||||
Less: Government grant income | (2,153) | (16,233) | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | (5,716) | (16,231) | (24,815) | (52,293) | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 6,304 | 6,175 | 18,512 | 18,321 | ||||||
Equity income (loss) from unconsolidated joint ventures | (19,480) | (7,643) | (48,545) | (10,012) | ||||||
Net income (loss) | (59,581) | (42,308) | 278,008 | 12,702 | ||||||
Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 597,739 | 537,971 | 1,771,329 | 1,465,692 | ||||||
Corporate Non-segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 0 | 0 | 0 | 0 | ||||||
Government grant income | 0 | 0 | ||||||||
Less: Interest income | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | 0 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||||||
Operating expenses | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Adjustments to NOI | 0 | 0 | 0 | 0 | ||||||
Adjusted NOI | 0 | 0 | 0 | 0 | ||||||
Plus: Adjustments to NOI | 0 | 0 | 0 | 0 | ||||||
Interest income | 0 | 0 | 0 | 0 | ||||||
Interest expense | (51,401) | (58,311) | (157,883) | (161,433) | ||||||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||||||
General and administrative | (21,661) | (22,970) | (67,730) | (71,445) | ||||||
Transaction costs | (2,586) | (1,319) | (18,061) | (7,174) | ||||||
Impairments and loan loss reserves (recoveries), net | 0 | 0 | 0 | 0 | ||||||
Gain (loss) on sales of real estate, net | 0 | 0 | 0 | 0 | ||||||
Loss on debt extinguishments | (17,921) | (35,017) | (42,912) | (36,152) | ||||||
Other income (expense), net | 2,765 | (287) | 4,569 | 11,037 | ||||||
Income tax benefit (expense)(3) | (24,174) | 6,261 | 16,216 | 11,583 | ||||||
Less: Government grant income | 0 | 0 | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | 0 | 0 | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | 0 | 0 | ||||||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | 0 | 0 | ||||||
Net income (loss) | (114,978) | (111,643) | $ (265,801) | $ (253,584) | ||||||
Senior Housing Triple-Net | ||||||||||
Segment Disclosure | ||||||||||
Number of facilities transitioned | facility | 9 | 39 | ||||||||
Senior Housing Triple-Net | Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 24,558 | 47,956 | $ 82,282 | $ 156,592 | ||||||
Government grant income | 0 | 0 | ||||||||
Less: Interest income | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | 0 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | 0 | (1) | ||||||
Operating expenses | (421) | (865) | (1,453) | (2,725) | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Adjustments to NOI | 93 | (1,537) | (3,240) | 3,834 | ||||||
Adjusted NOI | 24,230 | 45,554 | 77,589 | 157,700 | ||||||
Plus: Adjustments to NOI | (93) | 1,537 | 3,240 | (3,834) | ||||||
Interest income | 0 | 0 | 0 | 0 | ||||||
Interest expense | (45) | (106) | (199) | (901) | ||||||
Depreciation and amortization | (6,694) | (12,773) | (21,031) | (45,138) | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||||
Impairments and loan loss reserves (recoveries), net | (12,097) | (7,430) | (17,774) | (22,914) | ||||||
Gain (loss) on sales of real estate, net | 0 | 0 | 164,043 | 3,557 | ||||||
Loss on debt extinguishments | 0 | 0 | 0 | 0 | ||||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||||
Income tax benefit (expense)(3) | 0 | 0 | 0 | 0 | ||||||
Less: Government grant income | 0 | 0 | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | 0 | 0 | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | 0 | 1 | ||||||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | 0 | 0 | ||||||
Net income (loss) | $ 5,301 | 26,782 | $ 205,868 | 88,471 | ||||||
SHOP | ||||||||||
Segment Disclosure | ||||||||||
Number of deconsolidating assets | 19 | 19 | 19 | |||||||
SHOP | Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | $ 149,615 | 212,275 | $ 475,869 | 515,457 | ||||||
Government grant income | 392 | 2,601 | ||||||||
Less: Interest income | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 23,800 | 4,943 | 74,249 | 16,514 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 49 | 319 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | (459) | (515) | (1,501) | (1,510) | ||||||
Operating expenses | (130,729) | (166,201) | (406,366) | (400,608) | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | (18,280) | (3,816) | (54,922) | (12,407) | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 361 | 388 | 1,149 | 1,058 | ||||||
Adjustments to NOI | (1,228) | 739 | (579) | 2,819 | ||||||
Adjusted NOI | 23,521 | 47,813 | 90,819 | 121,323 | ||||||
Plus: Adjustments to NOI | 1,228 | (739) | 579 | (2,819) | ||||||
Interest income | 0 | 0 | 0 | 0 | ||||||
Interest expense | (2,649) | (2,637) | (8,341) | (4,626) | ||||||
Depreciation and amortization | (24,966) | (58,152) | (113,591) | (134,481) | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||||
Impairments and loan loss reserves (recoveries), net | (24,229) | (24,721) | (63,672) | (77,685) | ||||||
Gain (loss) on sales of real estate, net | (2,134) | (734) | (1,798) | 8,844 | ||||||
Loss on debt extinguishments | 0 | 0 | 0 | 0 | ||||||
Other income (expense), net | 392 | 0 | 2,601 | 12,817 | ||||||
Income tax benefit (expense)(3) | 0 | 0 | 0 | 0 | ||||||
Less: Government grant income | (392) | (2,601) | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | (5,569) | (1,127) | (19,646) | (4,107) | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 98 | 127 | 352 | 452 | ||||||
Equity income (loss) from unconsolidated joint ventures | (19,432) | (392) | (55,360) | (1,473) | ||||||
Net income (loss) | (54,132) | (40,562) | (170,658) | (81,755) | ||||||
CCRC | Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 115,031 | 0 | 320,737 | 0 | ||||||
Government grant income | 1,761 | 13,632 | ||||||||
Less: Interest income | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 4,295 | 52,671 | 30,723 | 157,744 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 246 | 780 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||||||
Operating expenses | (94,992) | 0 | (345,722) | 0 | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | (4,797) | (43,193) | (27,660) | (127,026) | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Adjustments to NOI | 1,684 | 5,635 | 93,263 | 13,832 | ||||||
Adjusted NOI | 23,228 | 15,113 | 85,753 | 44,550 | ||||||
Plus: Adjustments to NOI | (1,684) | (5,635) | (93,263) | (13,832) | ||||||
Interest income | 0 | 0 | 0 | 0 | ||||||
Interest expense | (1,983) | 0 | (5,256) | 0 | ||||||
Depreciation and amortization | (30,106) | 0 | (81,760) | 0 | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||||
Impairments and loan loss reserves (recoveries), net | 0 | 0 | 0 | 0 | ||||||
Gain (loss) on sales of real estate, net | 0 | 0 | 0 | 0 | ||||||
Loss on debt extinguishments | 0 | 0 | 0 | 0 | ||||||
Other income (expense), net | 3,903 | 0 | 188,377 | 0 | ||||||
Income tax benefit (expense)(3) | 0 | 0 | 0 | 0 | ||||||
Less: Government grant income | (1,761) | (13,632) | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | 256 | (9,478) | (3,843) | (30,718) | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | 0 | 0 | ||||||
Equity income (loss) from unconsolidated joint ventures | (322) | (9,194) | (1,801) | (13,858) | ||||||
Net income (loss) | (8,469) | (9,194) | 74,575 | (13,858) | ||||||
Life Science | Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 148,702 | 118,561 | 416,081 | 320,630 | ||||||
Government grant income | 0 | 0 | ||||||||
Less: Interest income | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | 0 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | (66) | (52) | (175) | (134) | ||||||
Operating expenses | (36,714) | (29,520) | (101,120) | (76,992) | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 18 | 16 | 53 | 42 | ||||||
Adjustments to NOI | (8,330) | (7,062) | (15,389) | (17,146) | ||||||
Adjusted NOI | 103,610 | 81,943 | 299,450 | 226,400 | ||||||
Plus: Adjustments to NOI | 8,330 | 7,062 | 15,389 | 17,146 | ||||||
Interest income | 0 | 0 | 0 | 0 | ||||||
Interest expense | (57) | (68) | (180) | (211) | ||||||
Depreciation and amortization | (57,170) | (45,028) | (159,737) | (122,705) | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||||
Impairments and loan loss reserves (recoveries), net | 0 | 0 | 0 | 0 | ||||||
Gain (loss) on sales of real estate, net | 0 | (87) | 0 | 3,651 | ||||||
Loss on debt extinguishments | 0 | 0 | 0 | 0 | ||||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||||
Income tax benefit (expense)(3) | 0 | 0 | 0 | 0 | ||||||
Less: Government grant income | 0 | 0 | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | 0 | 0 | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 48 | 36 | 122 | 92 | ||||||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | 0 | 0 | ||||||
Net income (loss) | 54,761 | 43,858 | 155,044 | 124,373 | ||||||
Medical Office | Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 145,153 | 143,639 | 431,935 | 427,761 | ||||||
Government grant income | 0 | 0 | ||||||||
Less: Interest income | 0 | 0 | 0 | 0 | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 699 | 701 | 2,085 | 2,115 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | 0 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | (8,788) | (8,605) | (25,775) | (25,289) | ||||||
Operating expenses | (51,430) | (51,472) | (151,467) | (150,635) | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | (296) | (279) | (846) | (837) | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 2,630 | 2,593 | 7,737 | 7,513 | ||||||
Adjustments to NOI | (2,287) | (1,609) | (4,695) | (4,569) | ||||||
Adjusted NOI | 85,681 | 84,968 | 258,974 | 256,059 | ||||||
Plus: Adjustments to NOI | 2,287 | 1,609 | 4,695 | 4,569 | ||||||
Interest income | 0 | 0 | 0 | 0 | ||||||
Interest expense | (100) | (108) | (302) | (328) | ||||||
Depreciation and amortization | (53,688) | (54,152) | (161,408) | (161,350) | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||||
Impairments and loan loss reserves (recoveries), net | (1,208) | (5,729) | (6,033) | (14,677) | ||||||
Gain (loss) on sales of real estate, net | 2,283 | (7) | 85,676 | 2,876 | ||||||
Loss on debt extinguishments | 0 | 0 | 0 | 0 | ||||||
Other income (expense), net | 0 | 0 | 0 | 0 | ||||||
Income tax benefit (expense)(3) | 0 | 0 | 0 | 0 | ||||||
Less: Government grant income | 0 | 0 | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | (403) | (422) | (1,239) | (1,278) | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 6,158 | 6,012 | 18,038 | 17,776 | ||||||
Equity income (loss) from unconsolidated joint ventures | 198 | 216 | 604 | 643 | ||||||
Net income (loss) | 41,208 | 32,387 | 199,005 | 104,290 | ||||||
Other non-reportable | Operating Segment | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
Total revenues | 14,680 | 15,540 | 44,425 | 45,252 | ||||||
Government grant income | 0 | 0 | ||||||||
Less: Interest income | (4,443) | (2,741) | (12,361) | (6,868) | ||||||
Healthpeak's share of unconsolidated joint venture total revenues | 0 | 5,227 | 86 | 16,241 | ||||||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | 0 | ||||||||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||||||
Operating expenses | (6) | (11) | (18) | (29) | ||||||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | (23) | 1 | (51) | ||||||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||||||
Adjustments to NOI | 558 | 79 | 1,504 | (413) | ||||||
Adjusted NOI | 10,789 | 18,071 | 33,637 | 54,132 | ||||||
Plus: Adjustments to NOI | (558) | (79) | (1,504) | 413 | ||||||
Interest income | 4,443 | 2,741 | 12,361 | 6,868 | ||||||
Interest expense | 0 | 0 | 0 | 0 | ||||||
Depreciation and amortization | (1,006) | (1,839) | (3,867) | (5,517) | ||||||
General and administrative | 0 | 0 | 0 | 0 | ||||||
Transaction costs | 0 | 0 | 0 | 0 | ||||||
Impairments and loan loss reserves (recoveries), net | 2,984 | (377) | (10,244) | (377) | ||||||
Gain (loss) on sales of real estate, net | 0 | 44 | (40) | (220) | ||||||
Loss on debt extinguishments | 0 | 0 | 0 | 0 | ||||||
Other income (expense), net | 0 | 980 | 41,707 | 980 | ||||||
Income tax benefit (expense)(3) | 0 | 0 | 0 | 0 | ||||||
Less: Government grant income | 0 | 0 | ||||||||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | (5,204) | (87) | (16,190) | ||||||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | 0 | 0 | ||||||
Equity income (loss) from unconsolidated joint ventures | 76 | 1,727 | 8,012 | 4,676 | ||||||
Net income (loss) | $ 16,728 | $ 16,064 | $ 79,975 | $ 44,765 | ||||||
Assets Leased to Others | Senior Housing Triple-Net | ||||||||||
Segment Disclosure | ||||||||||
Property count | property | 43 | 78 | ||||||||
CCRC JV | Assets Leased to Others | Other non-reportable | ||||||||||
Segment Disclosure | ||||||||||
Property count | 15 | 15 | 15 | |||||||
Brookedale MTCA | ||||||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||||||
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 | ||||||||||
Segment Disclosure | ||||||||||
Ownership interest acquired | 100.00% | 100.00% | ||||||||
Property count | 13 | 13 | 13 | 13 |
Segment Disclosures - Revenues
Segment Disclosures - Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Disclosure | ||||
Total revenues | $ 597,739 | $ 537,971 | $ 1,771,329 | $ 1,465,692 |
Operating segment | ||||
Segment Disclosure | ||||
Total revenues | 597,739 | 537,971 | 1,771,329 | 1,465,692 |
Operating segment | Senior housing triple-net | ||||
Segment Disclosure | ||||
Total revenues | 24,558 | 47,956 | 82,282 | 156,592 |
Operating segment | SHOP | ||||
Segment Disclosure | ||||
Total revenues | 149,615 | 212,275 | 475,869 | 515,457 |
Operating segment | CCRC | ||||
Segment Disclosure | ||||
Total revenues | 115,031 | 0 | 320,737 | 0 |
Operating segment | Life science | ||||
Segment Disclosure | ||||
Total revenues | 148,702 | 118,561 | 416,081 | 320,630 |
Operating segment | Medical office | ||||
Segment Disclosure | ||||
Total revenues | 145,153 | 143,639 | 431,935 | 427,761 |
Operating segment | Other non-reportable | ||||
Segment Disclosure | ||||
Total revenues | $ 14,680 | $ 15,540 | $ 44,425 | $ 45,252 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Supplemental cash flow information: | ||
Interest paid, net of capitalized interest | $ 187,569 | $ 164,761 |
Income taxes paid (refunded) | 261 | 1,314 |
Capitalized interest | 20,570 | 22,768 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued construction costs | 114,979 | 113,936 |
Vesting of restricted stock units and conversion of non-managing member units into common stock | 4,729 | 4,534 |
Liabilities assumed with real estate acquisitions | 523,289 | 172,565 |
Conversion of DFLs to real estate | 0 | 350,540 |
Net noncash impact from the consolidation of previously unconsolidated joint ventures | 323,138 | 17,850 |
Seller financing provided on disposition of real estate asset | $ 12,480 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 197,119 | $ 144,232 | $ 124,990 | |
Restricted cash | 102,419 | 40,425 | 30,114 | |
Cash, cash equivalents and restricted cash | $ 299,538 | $ 184,657 | $ 155,104 | $ 139,846 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020property | Sep. 30, 2020USD ($)tenantpropertyjoint_ventureinvestmentloanfacility | |
Variable Interest Entity [Line Items] | ||
Number of investments in senior housing development joint ventures | investment | 2 | |
Number of properties disposed | property | 18 | |
VIE Tenant - 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) | joint_venture | 5 | |
Number of VIE borrowers with marketable debt securities (in joint ventures) | joint_venture | 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% | |
Seller Financing Loan | Senior Housing Triple-Net | ||
Variable Interest Entity [Line Items] | ||
Secured mortgage loans | $ | $ 10 | |
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 JVs | ||
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 | joint_venture | 7 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
VIE tenant - operating leases | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 1,950 |
Unconsolidated joint ventures | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 28,879 |
Loan - seller financing | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 8,453 |
CMBS and LLC investment | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 35,302 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated Assets and Liabilities of VIEs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
ASSETS | |||
Buildings and improvements | $ 10,967,446 | $ 11,120,039 | |
Development costs and construction in progress | 684,979 | 692,336 | |
Land | 1,889,643 | 1,992,602 | |
Accumulated depreciation and amortization | (2,507,881) | (2,771,922) | |
Net real estate | 11,034,187 | 11,033,055 | |
Accounts receivable, net | 63,216 | 59,417 | |
Cash and cash equivalents | 197,119 | 144,232 | $ 124,990 |
Restricted cash | 102,419 | 40,425 | $ 30,114 |
Intangible assets, net | 501,583 | 331,693 | |
Right-of-use asset, net | 190,875 | 172,486 | |
Other assets, net | 737,098 | 646,491 | |
Total assets | 15,751,821 | 14,032,891 | |
Liabilities | |||
Mortgage debt | 435,206 | 276,907 | |
Intangible liabilities, net | 108,031 | 74,991 | |
Lease liability | 175,002 | 156,611 | |
Accounts payable, accrued liabilities, and other liabilities | 834,518 | 540,924 | |
Deferred revenue | 755,021 | 289,680 | |
Total liabilities | 8,345,513 | 7,365,417 | |
VIEs | |||
ASSETS | |||
Buildings and improvements | 2,977,513 | 3,236,105 | |
Development costs and construction in progress | 114,929 | 67,285 | |
Land | 445,578 | 526,576 | |
Accumulated depreciation and amortization | (634,028) | (568,574) | |
Net real estate | 2,903,992 | 3,261,392 | |
Accounts receivable, net | 8,397 | 11,986 | |
Cash and cash equivalents | 51,532 | 47,027 | |
Restricted cash | 14,894 | 13,596 | |
Intangible assets, net | 134,147 | 206,840 | |
Right-of-use asset, net | 91,444 | 92,664 | |
Other assets, net | 55,342 | 52,124 | |
Total assets | 3,259,748 | 3,685,629 | |
Liabilities | |||
Mortgage debt | 216,594 | 218,767 | |
Intangible liabilities, net | 17,361 | 39,545 | |
Lease liability | 91,582 | 90,875 | |
Accounts payable, accrued liabilities, and other liabilities | 115,514 | 122,832 | |
Deferred revenue | 89,587 | 96,985 | |
Total liabilities | $ 530,638 | $ 569,004 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Summary of financial instruments | ||
Bank line of credit and commercial paper | $ 0 | $ 93,000 |
Senior unsecured notes | 5,695,567 | 5,647,993 |
Mortgage debt | 435,206 | 276,907 |
Carrying Value | ||
Summary of financial instruments | ||
Loans receivable, net | 231,162 | 190,579 |
Marketable debt securities | 20,201 | 19,756 |
Bank line of credit and commercial paper | 0 | 93,000 |
Term loan | 249,122 | 248,942 |
Senior unsecured notes | 5,695,567 | 5,647,993 |
Mortgage debt | 435,206 | 276,907 |
Interest-rate swap liabilities | 162 | 553 |
Fair Value | Level 1 | ||
Summary of financial instruments | ||
Senior unsecured notes | 6,438,400 | 6,076,150 |
Fair Value | Level 2 | ||
Summary of financial instruments | ||
Loans receivable, net | 238,100 | 190,579 |
Marketable debt securities | 20,201 | 19,756 |
Bank line of credit and commercial paper | 0 | 93,000 |
Term loan | 249,122 | 248,942 |
Mortgage debt | 430,669 | 280,373 |
Interest-rate swap liabilities | $ 162 | $ 553 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Derivative Instruments (Details) - Cash Flow - Interest-rate Swap Contracts | Sep. 30, 2020USD ($)derivative |
Derivative [Line Items] | |
Notional | $ 41,305,000 |
Pay Rate | 0.33% |
Fair value of interest rate hedge, liabilities | $ (162,000) |
Number of interest-rate contracts held | derivative | 3 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 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 | $ 2 |