Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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 | 720 | |
Local Phone Number | 428-5050 | |
Title of 12(b) Security | Common Stock, $1.00 par value | |
Trading Symbol | PEAK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 538,968,372 | |
Entity Central Index Key | 0000765880 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Real estate: | ||
Buildings and improvements | $ 11,543,657 | $ 11,048,433 |
Development costs and construction in progress | 711,772 | 613,182 |
Land | 1,966,665 | 1,867,278 |
Accumulated depreciation and amortization | (2,618,101) | (2,409,135) |
Net real estate | 11,603,993 | 11,119,758 |
Net investment in direct financing leases | 44,706 | 44,706 |
Loans receivable, net of reserves of $4,198 and $10,280 | 429,076 | 195,375 |
Investments in and advances to unconsolidated joint ventures | 388,415 | 402,871 |
Accounts receivable, net of allowance of $3,429 and $3,994 | 41,814 | 42,269 |
Cash and cash equivalents | 96,923 | 44,226 |
Restricted cash | 129,052 | 67,206 |
Intangible assets, net | 511,612 | 519,917 |
Assets held for sale and discontinued operations, net | 246,807 | 2,626,306 |
Right-of-use asset, net | 215,303 | 192,349 |
Other assets, net | 624,669 | 665,106 |
Total assets | 14,332,370 | 15,920,089 |
LIABILITIES AND EQUITY | ||
Bank line of credit and commercial paper | 720,000 | 129,590 |
Term loan | 249,303 | 249,182 |
Senior unsecured notes | 3,710,972 | 5,697,586 |
Mortgage debt | 358,101 | 221,621 |
Intangible liabilities, net | 139,116 | 144,199 |
Liabilities related to assets held for sale and discontinued operations, net | 65,272 | 415,737 |
Lease liability | 189,732 | 179,895 |
Accounts payable, accrued liabilities, and other liabilities | 688,458 | 763,391 |
Deferred revenue | 777,687 | 774,316 |
Total liabilities | 6,898,641 | 8,575,517 |
Commitments and contingencies | ||
Common stock, $1.00 par value: 750,000,000 shares authorized; 538,955,168 and 538,405,393 shares issued and outstanding | 538,955 | 538,405 |
Additional paid-in capital | 10,229,549 | 10,229,857 |
Cumulative dividends in excess of earnings | (3,880,253) | (3,976,232) |
Accumulated other comprehensive income (loss) | (3,389) | (3,685) |
Total stockholders’ equity | 6,884,862 | 6,788,345 |
Joint venture partners | 347,610 | 357,069 |
Non-managing member unitholders | 201,257 | 199,158 |
Total noncontrolling interests | 548,867 | 556,227 |
Total equity | 7,433,729 | 7,344,572 |
Total liabilities and equity | $ 14,332,370 | $ 15,920,089 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Parenthetical Disclosures | ||
Reserves for loans receivable | $ 4,198 | $ 10,280 |
Allowance for accounts receivable | $ 3,429 | $ 3,994 |
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) | 538,955,168 | 538,405,393 |
Common stock, shares outstanding (in shares) | 538,955,168 | 538,405,393 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Rental and related revenues | $ 340,642 | $ 288,253 | $ 668,614 | $ 570,570 |
Resident fees and services | 117,308 | 113,926 | 233,436 | 205,706 |
Income from direct financing leases | 2,180 | 2,150 | 4,343 | 5,419 |
Interest income | 16,108 | 4,230 | 25,121 | 7,918 |
Total revenues | 476,238 | 408,559 | 931,514 | 789,613 |
Costs and expenses: | ||||
Interest expense | 38,681 | 54,823 | 85,524 | 110,514 |
Depreciation and amortization | 171,459 | 139,691 | 328,997 | 264,803 |
Operating | 190,132 | 177,808 | 371,893 | 415,185 |
General and administrative | 24,088 | 23,720 | 48,990 | 46,069 |
Transaction costs | 619 | 373 | 1,417 | 14,936 |
Impairments and loan loss reserves (recoveries), net | 931 | 6,837 | 4,173 | 17,944 |
Total costs and expenses | 425,910 | 403,252 | 840,994 | 869,451 |
Other income (expense): | ||||
Gain (loss) on sales of real estate, net | 175,238 | 81,284 | 175,238 | 83,353 |
Gain (loss) on debt extinguishments | (60,865) | (25,824) | (225,157) | (24,991) |
Other income (expense), net | 1,734 | 17,415 | 3,934 | 228,068 |
Total other income (expense), net | 116,107 | 72,875 | (45,985) | 286,430 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 166,435 | 78,182 | 44,535 | 206,592 |
Income tax benefit (expense) | 763 | (106) | 755 | 29,762 |
Equity income (loss) from unconsolidated joint ventures | 867 | (17,735) | 2,190 | (28,881) |
Income (loss) from continuing operations | 168,065 | 60,341 | 47,480 | 207,473 |
Income (loss) from discontinued operations | 113,960 | (5,292) | 383,968 | 130,116 |
Net income (loss) | 282,025 | 55,049 | 431,448 | 337,589 |
Noncontrolling interests’ share in continuing operations | (3,535) | (3,486) | (6,841) | (6,949) |
Noncontrolling interests’ share in discontinued operations | (2,210) | (57) | (2,539) | (54) |
Net income (loss) attributable to Healthpeak Properties, Inc. | 276,280 | 51,506 | 422,068 | 330,586 |
Participating securities’ share in earnings | (287) | (375) | (2,732) | (1,800) |
Net income (loss) applicable to common shares | $ 275,993 | $ 51,131 | $ 419,336 | $ 328,786 |
Basic earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | $ 0.30 | $ 0.10 | $ 0.07 | $ 0.38 |
Discontinued operations (in dollars per share) | 0.21 | (0.01) | 0.71 | 0.25 |
Net income (loss) applicable to common shares (in dollars per share) | 0.51 | 0.09 | 0.78 | 0.63 |
Diluted earnings (loss) per common share: | ||||
Continuing operations (in dollars per share) | 0.30 | 0.10 | 0.07 | 0.38 |
Discontinued operations (in dollars per share) | 0.21 | (0.01) | 0.71 | 0.25 |
Net income (loss) applicable to common shares (in dollars per share) | $ 0.51 | $ 0.09 | $ 0.78 | $ 0.63 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 538,929 | 538,262 | 538,805 | 522,427 |
Diluted (in shares) | 544,694 | 538,517 | 539,081 | 523,498 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net income (loss) | $ 282,025 | $ 55,049 | $ 431,448 | $ 337,589 |
Other comprehensive income (loss): | ||||
Net unrealized gains (losses) on derivatives | 0 | 188 | 332 | 489 |
Change in Supplemental Executive Retirement Plan obligation and other | 108 | 121 | 215 | 182 |
Reclassification adjustment realized in net income (loss) | 0 | 0 | (251) | 0 |
Total other comprehensive income (loss) | 108 | 309 | 296 | 671 |
Total comprehensive income (loss) | 282,133 | 55,358 | 431,744 | 338,260 |
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. | 276,388 | 51,815 | 422,364 | 331,257 |
Continuing Operations | ||||
Other comprehensive income (loss): | ||||
Total comprehensive (income) loss attributable to noncontrolling interests' | (3,535) | (3,486) | (6,841) | (6,949) |
Discontinued Operations | ||||
Other comprehensive income (loss): | ||||
Total comprehensive (income) loss attributable to noncontrolling interests' | $ (2,210) | $ (57) | $ (2,539) | $ (54) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-In Capital | Cumulative Dividends In Excess Of Earnings | Accumulated Other Comprehensive Income (Loss) | Total Noncontrolling Interests | Cumulative Effect, Period of Adoption, Adjustment | [1] | Cumulative Effect, Period of Adoption, AdjustmentTotal Stockholders’ Equity | [1] | Cumulative Effect, Period of Adoption, AdjustmentCumulative Dividends In Excess Of Earnings | [1] | Cumulative Effect, Period of Adoption, Adjusted Balance | Cumulative Effect, Period of Adoption, Adjusted BalanceTotal Stockholders’ Equity | 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 Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2019 | 505,222 | 505,222 | ||||||||||||||||||
Balance at Dec. 31, 2019 | $ 6,667,474 | $ 6,085,058 | $ 505,222 | $ 9,183,892 | $ (3,601,199) | $ (2,857) | $ 582,416 | $ (1,524) | $ (1,524) | $ (1,524) | $ 6,665,950 | $ 6,083,534 | $ 505,222 | $ 9,183,892 | $ (3,602,723) | $ (2,857) | $ 582,416 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Issuance of common stock, net | 1,060,000 | |||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 538,135 | |||||||||||||||||||
Balance at Mar. 31, 2020 | 7,813,443 | 7,236,508 | $ 538,135 | 10,213,011 | (3,512,143) | (2,495) | 576,935 | |||||||||||||
Balance (in shares) at Dec. 31, 2019 | 505,222 | 505,222 | ||||||||||||||||||
Balance at Dec. 31, 2019 | 6,667,474 | 6,085,058 | $ 505,222 | 9,183,892 | (3,601,199) | (2,857) | 582,416 | $ (1,524) | $ (1,524) | $ (1,524) | $ 6,665,950 | $ 6,083,534 | $ 505,222 | $ 9,183,892 | $ (3,602,723) | $ (2,857) | $ 582,416 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 337,589 | 330,586 | 330,586 | 7,003 | ||||||||||||||||
Other comprehensive income (loss) | 671 | 671 | 671 | |||||||||||||||||
Issuance of common stock, net (in shares) | 33,201 | |||||||||||||||||||
Issuance of common stock, net | 1,065,389 | 1,065,389 | $ 33,201 | 1,032,188 | ||||||||||||||||
Conversion of DownREIT units to common stock (in shares) | 120 | |||||||||||||||||||
Conversion of DownREIT units to common stock | 0 | 4,077 | $ 120 | 3,957 | (4,077) | |||||||||||||||
Repurchase of common stock (in shares) | (279) | |||||||||||||||||||
Repurchase of common stock | (9,998) | (9,998) | $ (279) | (9,719) | ||||||||||||||||
Exercise of stock options (in shares) | 54 | |||||||||||||||||||
Exercise of stock options | 1,806 | 1,806 | $ 54 | 1,752 | ||||||||||||||||
Amortization of stock-based compensation | 10,658 | 10,658 | 10,658 | |||||||||||||||||
Common dividends | (388,050) | (388,050) | (388,050) | |||||||||||||||||
Distributions to noncontrolling interest | (15,294) | (15,294) | ||||||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 538,318 | |||||||||||||||||||
Balance at Jun. 30, 2020 | 7,668,721 | 7,098,673 | $ 538,318 | 10,222,728 | (3,660,187) | (2,186) | 570,048 | |||||||||||||
Balance (in shares) at Mar. 31, 2020 | 538,135 | |||||||||||||||||||
Balance at Mar. 31, 2020 | 7,813,443 | 7,236,508 | $ 538,135 | 10,213,011 | (3,512,143) | (2,495) | 576,935 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 55,049 | 51,506 | 51,506 | 3,543 | ||||||||||||||||
Other comprehensive income (loss) | 309 | 309 | 309 | |||||||||||||||||
Issuance of common stock, net (in shares) | 97 | |||||||||||||||||||
Issuance of common stock, net | 767 | 767 | $ 97 | 670 | ||||||||||||||||
Conversion of DownREIT units to common stock (in shares) | 97 | |||||||||||||||||||
Conversion of DownREIT units to common stock | 0 | 3,568 | $ 97 | 3,471 | (3,568) | |||||||||||||||
Repurchase of common stock (in shares) | (11) | |||||||||||||||||||
Repurchase of common stock | (261) | (261) | $ (11) | (250) | ||||||||||||||||
Amortization of stock-based compensation | 5,826 | 5,826 | 5,826 | |||||||||||||||||
Common dividends | (199,550) | (199,550) | (199,550) | |||||||||||||||||
Distributions to noncontrolling interest | (6,862) | (6,862) | ||||||||||||||||||
Balance (in shares) at Jun. 30, 2020 | 538,318 | |||||||||||||||||||
Balance at Jun. 30, 2020 | 7,668,721 | 7,098,673 | $ 538,318 | 10,222,728 | (3,660,187) | (2,186) | 570,048 | |||||||||||||
Balance (in shares) at Dec. 31, 2020 | 538,405 | |||||||||||||||||||
Balance at Dec. 31, 2020 | 7,344,572 | 6,788,345 | $ 538,405 | 10,229,857 | (3,976,232) | (3,685) | 556,227 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 431,448 | 422,068 | 422,068 | 9,380 | ||||||||||||||||
Other comprehensive income (loss) | 296 | 296 | 296 | |||||||||||||||||
Issuance of common stock, net (in shares) | 954 | |||||||||||||||||||
Issuance of common stock, net | 1,044 | 1,044 | $ 954 | 90 | ||||||||||||||||
Repurchase of common stock (in shares) | (408) | |||||||||||||||||||
Repurchase of common stock | (12,480) | (12,480) | $ (408) | (12,072) | ||||||||||||||||
Exercise of stock options (in shares) | 4 | |||||||||||||||||||
Exercise of stock options | 126 | 126 | $ 4 | 122 | ||||||||||||||||
Amortization of stock-based compensation | 11,557 | 11,557 | 11,557 | |||||||||||||||||
Common dividends | (326,089) | (326,089) | (326,089) | |||||||||||||||||
Distributions to noncontrolling interest | (16,675) | (16,675) | ||||||||||||||||||
Purchase of noncontrolling interests | (70) | (5) | (5) | (65) | ||||||||||||||||
Balance (in shares) at Jun. 30, 2021 | 538,955 | |||||||||||||||||||
Balance at Jun. 30, 2021 | 7,433,729 | 6,884,862 | $ 538,955 | 10,229,549 | (3,880,253) | (3,389) | 548,867 | |||||||||||||
Balance (in shares) at Mar. 31, 2021 | 538,886 | |||||||||||||||||||
Balance at Mar. 31, 2021 | 7,316,682 | 6,764,538 | $ 538,886 | 10,223,711 | (3,994,562) | (3,497) | 552,144 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 282,025 | 276,280 | 276,280 | 5,745 | ||||||||||||||||
Other comprehensive income (loss) | 108 | 108 | 108 | |||||||||||||||||
Issuance of common stock, net (in shares) | 75 | |||||||||||||||||||
Issuance of common stock, net | (43) | (43) | $ 75 | (118) | ||||||||||||||||
Repurchase of common stock (in shares) | (10) | |||||||||||||||||||
Repurchase of common stock | (315) | (315) | $ (10) | (305) | ||||||||||||||||
Exercise of stock options (in shares) | 4 | |||||||||||||||||||
Exercise of stock options | 126 | 126 | $ 4 | 122 | ||||||||||||||||
Amortization of stock-based compensation | 6,144 | 6,144 | 6,144 | |||||||||||||||||
Common dividends | (161,971) | (161,971) | (161,971) | |||||||||||||||||
Distributions to noncontrolling interest | (8,957) | (8,957) | ||||||||||||||||||
Purchase of noncontrolling interests | (70) | (5) | (5) | (65) | ||||||||||||||||
Balance (in shares) at Jun. 30, 2021 | 538,955 | |||||||||||||||||||
Balance at Jun. 30, 2021 | $ 7,433,729 | $ 6,884,862 | $ 538,955 | $ 10,229,549 | $ (3,880,253) | $ (3,389) | $ 548,867 | |||||||||||||
[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. |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common dividends, per share (in dollars per share) | $ 0.30 | $ 0.37 | $ 0.60 | $ 0.74 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 431,448 | $ 337,589 |
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 | 328,997 | 367,764 |
Amortization of stock-based compensation | 9,459 | 8,972 |
Amortization of deferred financing costs | 4,334 | 5,116 |
Straight-line rents | (15,336) | (14,544) |
Amortization of nonrefundable entrance fees and above/below market lease intangibles | (45,842) | (37,043) |
Equity loss (income) from unconsolidated joint ventures | (7,100) | 29,065 |
Distributions of earnings from unconsolidated joint ventures | 4,015 | 11,594 |
Loss (gain) on sale of real estate under direct financing leases | 0 | (41,670) |
Deferred income tax expense (benefit) | (2,538) | (31,947) |
Impairments and loan loss reserves (recoveries), net | 15,168 | 63,173 |
Loss (gain) on debt extinguishments | 225,157 | 24,991 |
Loss (gain) on sales of real estate, net | (557,138) | (247,732) |
Loss (gain) upon change of control, net | (1,042) | (169,962) |
Casualty-related loss (recoveries), net | 1,061 | 0 |
Other non-cash items | (8,057) | 127 |
Decrease (increase) in accounts receivable and other assets, net | 32,928 | 13,117 |
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue | (55,920) | 1,213 |
Net cash provided by (used in) operating activities | 359,594 | 319,823 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (498,142) | (300,954) |
Development, redevelopment, and other major improvements of real estate | (281,829) | (391,230) |
Leasing costs, tenant improvements, and recurring capital expenditures | (43,132) | (40,572) |
Proceeds from sales of real estate, net | 2,253,889 | 548,858 |
Acquisition of CCRC Portfolio | 0 | (390,599) |
Contributions to unconsolidated joint ventures | (10,168) | (1,983) |
Distributions in excess of earnings from unconsolidated joint ventures | 34,586 | 3,251 |
Proceeds from sales/principal repayments on loans receivable and direct financing leases | 265,934 | 109,920 |
Investments in loans receivable and other | (8,842) | (71,961) |
Net cash provided by (used in) investing activities | 1,712,296 | (535,270) |
Cash flows from financing activities: | ||
Borrowings under bank line of credit and commercial paper | 8,177,450 | 2,025,600 |
Repayments under bank line of credit and commercial paper | (7,587,040) | (2,118,600) |
Issuance and borrowings of debt, excluding bank line of credit and commercial paper | 142,100 | 594,750 |
Repayments and repurchase of debt, excluding bank line of credit and commercial paper | (2,170,170) | (257,511) |
Payments for debt extinguishment and deferred financing costs | (217,468) | (30,508) |
Issuance of common stock and exercise of options | 1,170 | 1,067,195 |
Repurchase of common stock | (12,480) | (9,998) |
Dividends paid on common stock | (326,089) | (388,050) |
Distributions to and purchase of noncontrolling interests | (16,745) | (15,294) |
Net cash provided by (used in) financing activities | (2,009,272) | 867,584 |
Effect of foreign exchanges on cash, cash equivalents and restricted cash | 0 | (153) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 62,618 | 651,984 |
Cash, cash equivalents and restricted cash, beginning of period | 181,685 | 184,657 |
Cash, cash equivalents and restricted cash, end of period | $ 244,303 | $ 836,641 |
Business
Business | 6 Months Ended |
Jun. 30, 2021 | |
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”) that, 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® 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) life science; (ii) medical office; and (iii) continuing care retirement community (“CCRC”). The Company’s corporate headquarters are in Denver, Colorado and it has additional offices in Irvine, California and Franklin, Tennessee. Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and Senior Housing Operating (“SHOP”) properties. As of December 31, 2020, the Company concluded that the planned dispositions represented a strategic shift that has had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria on or before June 30, 2021 are classified as discontinued operations in all periods presented herein. See Note 5 for further information. COVID-19 Update While the coronavirus (“COVID-19”) pandemic continues to evolve daily and its ultimate course remains uncertain, it has caused significant disruption to individuals, governments, financial markets, and businesses, including the Company. The Company’s tenants, operators, and borrowers continue to face significant cost increases as a result of increased health and safety measures implemented to reduce the spread of COVID-19, 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 have been in place since the onset of the pandemic and 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 June 30, 2021. 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020 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 six months ended June 30, 2021 and 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 June 30, 2021, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. The following table summarizes information related to government grant income received and recognized by the Company (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Government grant income recorded in other income (expense), net $ 87 $ 11,871 $ 1,397 $ 11,871 Government grant income recorded in equity income (loss) from unconsolidated joint ventures 584 804 1,010 804 Government grant income recorded in income (loss) from discontinued operations 428 2,209 3,660 2,209 Total government grants received $ 1,099 $ 14,884 $ 6,067 $ 14,884 Recent Accounting Pronouncements Adopted Credit Losses. In June 2016, the Financial Accounting Standards Board (“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 on January 1, 2020 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $2 million as of January 1, 2020. Under ASU 2016-13, the Company began using a loss model that relies on future expected credit losses, rather than incurred losses, as was required under historical GAAP. Under the new model, the Company is required to recognize future credit losses expected to be incurred over the life of its finance receivables, including loans receivable, direct financing leases (“DFLs”), and certain accounts receivable, at inception of those instruments. The model emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model continues to be applied on an individual basis and rely on counter-party specific information to ensure the most accurate estimate is recognized. The Company reassesses its reserves on finance receivables at each balance sheet date to determine if an adjustment to the previous reserve is necessary. 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 six months ended June 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 6). No such rent deferrals were provided to tenants during the three and six months ended June 30, 2021. The Company elected to not assess these rent deferrals 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 with similar characteristics and similar circumstances, 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. Not Yet Adopted Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2020-04 and ASU 2021-01 are effective immediately and may be applied through December 31, 2022. The Company is evaluating: (i) how the transition away from LIBOR will impact the Company, (ii) whether the optional relief provided by these standards will be adopted, and (iii) the impact that adopting ASU 2020-04 or ASU 2021-01 will have on its consolidated financial position, results of operations, cash flows, or disclosures. |
Master Transactions and Coopera
Master Transactions and Cooperation Agreement with Brookdale | 6 Months Ended |
Jun. 30, 2021 | |
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 transitioned and expected to be 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. As agreed to by the Company and Brookdale under the 2019 MTCA, in December 2020, the Company terminated the triple-net lease related to one property and converted it to a structure permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”). The 24 properties under the 2019 Amended Master Lease were sold in January 2021 (see Note 5). The Company and Brookdale also agreed that the Company would provide up to $35 million of capital investment in the 2019 Amended Master Lease properties over a five-year term, which would increase rent by 7% of the amount spent, per annum. As of December 31, 2020, the Company had funded $5 million of this capital investment. Upon selling the 24 properties under the 2019 Amended Master Lease in January 2021, the remaining capital investment obligation was transferred to the buyer. 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 Brookdale Acquisition Assets in January 2021, the Company recognized an aggregate gain on sales of real estate of $164 million, which is recorded within income (loss) from discontinued operations. In May 2021, the CCRC JV sold the two remaining CCRCs subject to the 2019 MTCA for $38 million, $19 million of which represents the Company’s 49% interest in the CCRC JV, resulting in an immaterial gain on sale recorded within equity income (loss) from unconsolidated joint ventures (see Note 8). Fair Value Measurement Techniques and Quantitative Information |
Real Estate Transactions
Real Estate Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate Transactions | Real Estate Transactions 2021 Real Estate Investments 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 paid a $10 million nonrefundable deposit upon completing due diligence in November 2020. The first phase of the acquisition, with a purchase price of $61 million, closed in April 2021. Westview Medical Plaza Acquisition In February 2021, the Company acquired one medical office building (“MOB”) in Nashville, Tennessee for $13 million. Pinnacle at Ridgegate Acquisition In April 2021, the Company acquired one MOB in Denver, Colorado for $38 million. MOB Portfolio Acquisition In April 2021, the Company acquired 14 MOBs for $371 million (the “MOB Portfolio”). In conjunction with the acquisition, the Company issued $142 million of secured mortgage debt. Westside Medical Plaza Acquisition In June 2021, the Company acquired one MOB in Fort Lauderdale, Florida for $16 million. Wesley Woodlawn Acquisition In July 2021, the Company acquired one MOB in Wichita, Kansas for $50 million. Atlantic Health Acquisition In July 2021, the Company acquired three MOBs in Morristown, New Jersey for $155 million. 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 MOB in Scottsdale, Arizona for $27 million. Midwest MOB Portfolio Acquisition In October 2020, the Company acquired a portfolio of seven MOBs located in Indiana, Missouri, and Illinois for $169 million. Cambridge Discovery Park Acquisition In December 2020, the Company acquired three life science facilities in Cambridge, Massachusetts for $610 million and a 49% unconsolidated joint venture interest in a fourth property on the same campus for $54 million. If the fourth property is sold in a taxable transaction, the Company is generally obligated to indemnify its joint venture partner for its federal and state income taxes associated with the gain that existed at the time of the contribution to the joint venture. Waldwick JV Interest Purchase In October 2020, the Company acquired the remaining 15% equity interest of a senior housing joint venture structure (which owned one senior housing facility), in which the Company previously held an unconsolidated equity investment, for $4 million. Subsequent to the acquisition, the Company owned 100% of the equity, began consolidating the facility, and recognized a gain upon change of control of $6 million, which is recorded in other income (expense), net within income (loss) from discontinued operations. In December 2020, the Company sold the property as part of the Atria SHOP Portfolio disposition (see Note 5). MBK JV Dissolution In November 2020, as part of the dissolution of a senior housing joint venture, the Company was distributed one property, one land parcel, and $11 million in cash. Upon consolidating the property and land parcel at the time of distribution, the Company recognized a loss upon change of control of $16 million, which is recorded in other income (expense), net within income (loss) from discontinued operations. In conjunction with the distribution of the property, the Company assumed $36 million of secured mortgage debt (classified as liabilities related to assets held for sale and discontinued operations, net) maturing in 2025, which was recorded at its fair value through asset acquisition accounting. The property was classified as discontinued operations as of June 30, 2021. Other Real Estate Acquisitions In December 2020, the Company acquired one hospital in Dallas, Texas for $34 million. Development Activities The Company’s commitments, which are primarily related to development and redevelopment projects and tenant improvements, increased by $41 million, to $347 million at June 30, 2021, when compared to December 31, 2020, primarily as a result of increased commitments on existing projects and new projects started during the first half of 2021. In March 2021, management reviewed the estimated useful lives of certain life science properties in connection with future plans of densification on campuses where the Company has densification opportunities. These changes in the planned use of the properties resulted in the Company updating the estimated useful lives of the properties, which differ from the Company’s previous estimates. The estimated useful lives of these properties was reduced from a weighted average remaining useful life of 15 years to 6 years to reflect the timing of the planned densification projects. For the three and six months ended June 30, 2021, this change in estimate increased depreciation expense by $11 million and $15 million, respectively, resulting in a corresponding decrease to income (loss) from continuing operations and net income (loss), as well as a decrease of approximately $0.02 and $0.03, respectively, to basic and diluted earnings per share. |
Dispositions of Real Estate and
Dispositions of Real Estate and Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions of Real Estate and Discontinued Operations | Dispositions of Real Estate and Discontinued Operations 2021 Dispositions of Real Estate Sunrise Senior Housing Portfolio In January 2021, the Company sold a portfolio of 32 SHOP assets (the “Sunrise Senior Housing Portfolio”) for $664 million, resulting in an immaterial loss on sale, which is recognized in income (loss) from discontinued operations, and provided the buyer with: (i) financing of $410 million (see Note 7) and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures. The commitment to finance additional debt for capital expenditures was subsequently reduced to $56 million during June 2021, none of which had been funded as of June 30, 2021 (see Note 7). Upon completion of the license transfer process in June 2021, the Company sold the two remaining Sunrise senior housing triple-net assets for $80 million, resulting in a gain on sale of $22 million, which is recognized in income (loss) from discontinued operations. Brookdale Triple-Net Portfolio In January 2021, the Company sold 24 senior housing assets in a triple-net lease with Brookdale for $510 million, resulting in total gain on sale of $169 million, which is recognized in income (loss) from discontinued operations. Additional SHOP Portfolio In January 2021, the Company sold a portfolio of 16 SHOP assets for $230 million, resulting in total gain on sale of $59 million, which is recognized in income (loss) from discontinued operations, and provided the buyer with financing of $150 million (see Note 7 ) . HRA Triple-Net Portfolio In February 2021, the Company sold eight senior housing assets in a triple-net lease with Harbor Retirement Associates for $132 million, resulting in total gain on sale of $33 million, which is recognized in income (loss) from discontinued operations. Oakmont SHOP Portfolio In April 2021, the Company sold a portfolio of 12 SHOP assets for $564 million. In conjunction with the sale, mortgage debt held on two properties with a carrying value of $64 million was repaid and the remaining mortgage debt held on four properties with a carrying value of $107 million was assumed by the buyer. The transaction resulted in total gain on sale of $80 million, which is recognized in income (loss) from discontinued operations. Discovery SHOP Portfolio In April 2021, the Company sold a portfolio of 10 SHOP assets for $334 million, resulting in total gain on sale of $9 million, which is recognized in income (loss) from discontinued operations. Also included in this transaction was the sale of two mezzanine loans and two preferred equity investments for $21 million, resulting in no gain or loss on sale of the investments (collectively, the “Discovery SHOP Portfolio”). Sonata SHOP Portfolio In April 2021, the Compa ny sold a portfolio of five SHOP assets for $64 million, resulting in total gain on sale of $3 million, which is recognized in income (loss) from discontinued operations. SLC SHOP Portfolio In May 2021, the Company sold seven SHOP assets for $113 million and repaid $70 million of mortgage debt that was held on six of the assets, resulting in total gain on sale of $1 million, which is recognized in income (loss) from discontinued operations. Hoag Hospital Disposition In May 2021, the Company sold one hospital for $226 million through the exercise of a purchase option by a tenant, resulting in gain on sale of $172 million. 2021 Other Dispositions In addition to the sales discussed above, during the three months ended June 30, 2021 , the Company sold the following: (i) six SHOP assets for $44 million, (ii) three senior housing triple-net assets for $12 million, and (iii) four MOBs for $21 million, resulting in total gain on sales of $10 million ($7 million of which is recognized in income (loss) from discontinued operations). In addition to the sales for the three months ended June 30, 2021 discussed above, during the six months ended June 30, 2021, the Company sold one SHOP asset for $5 million, resulting in an immaterial gain on sale, which is recognized in income (loss) from discontinued operations. 2020 Dispositions of Real Estate During the three months ended June 30, 2020, the Company sold the following: (i) two SHOP assets for $28 million and (ii) three MOBs for $106 million (through the exercise of a purchase option by a tenant), resulting in total gain on sales of $83 million ($2 million of which is recognized in income (loss) from discontinued operations). During the six months ended June 30, 2020 , the Company sold the following: (i) 9 SHOP assets for $64 million, (ii) 18 senior housing triple-net assets for $385 million (representative of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3 ), and (iii) 3 MOBs for $106 million ( through the exercise of a purchase option by a tenant), resulting in total gain on sales of $247 million ($164 million of which is recognized in income (loss) from discontinued operations). A egis NNN Portfolio In December 2020, the Company sold 10 senior housing triple-net assets (the “Aegis NNN Portfolio”) for $358 million and repaid $6 million of variable rate secured mortgage debt held on one asset, resulting in total gain on sale of $228 million, which is recognized in income (loss) from discontinued operations. Atria SHOP Portfolio In December 2020, the Company sold 12 SHOP assets (the “Atria SHOP Portfolio”) for $312 million, resulting in total gain on sale of $39 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $61 million on four of the assets sold (see Note 7 ). 2020 Other Dispositions In addition to the portfolio sales discussed above, d uring the year ended December 31, 2020, the Company sold the following: (i) 23 SHOP assets for $190 million, (ii) 21 senior housing triple-net assets for $428 million (inclusive of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3), (iii) 11 MOBs for $136 million (inclusive of the exercise of a purchase option by a tenant to acquire 3 MOBs in San Diego, California), (iv) 2 MOB land parcels for $3 million, and (v) 1 asset from other non-reportable segments for $1 million, resulting in total gain on sales of $283 million ($193 million of which is recognized in income (loss) from discontinued operations). Held for Sale and Discontinued Operations During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded that the planned dispositions represented a strategic shift that has had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria on or before June 30, 2021 are classified as discontinued operations in all periods presented herein. The following summarizes the assets and liabilities classified as discontinued operations at June 30, 2021 and December 31, 2020, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the consolidated balance sheets (in thousands): June 30, December 31, ASSETS Real estate: Buildings and improvements $ 106,495 $ 2,553,254 Development costs and construction in progress 11,255 21,509 Land 24,215 355,803 Accumulated depreciation and amortization (42,999) (615,708) Net real estate 98,966 2,314,858 Investments in and advances to unconsolidated joint ventures — 5,842 Accounts receivable, net of allowance of $4,951 and $5,873 10,928 20,500 Cash and cash equivalents 17,354 53,085 Restricted cash 974 17,168 Intangible assets, net 6,596 24,541 Right-of-use asset, net 104 4,109 Other assets, net (1) 29,908 103,965 Total assets of discontinued operations, net (2) 164,830 2,544,068 Assets held for sale, net (3) 81,977 82,238 Assets held for sale and discontinued operations, net $ 246,807 $ 2,626,306 LIABILITIES Mortgage debt (4) $ 37,069 $ 318,876 Lease liability 104 3,189 Accounts payable, accrued liabilities, and other liabilities 26,564 79,411 Deferred revenue 797 11,442 Total liabilities of discontinued operations, net (2) 64,534 412,918 Liabilities related to assets held for sale, net (3) 738 2,819 Liabilities related to assets held for sale and discontinued operations, net $ 65,272 $ 415,737 _______________________________________ (1) Includes goodwill of $22 million and $29 million as of June 30, 2021 and December 31, 2020, respectively. (2) At June 30, 2021, four senior housing triple-net facilities and eight SHOP facilities were classified as held for sale and discontinued operations. At December 31, 2020, 41 senior housing triple-net facilities, 97 SHOP facilities, and 1 SHOP joint venture were classified as held for sale and discontinued operations. (3) As of June 30, 2021, primarily comprised of the following: (i) four MOBs with net real estate assets of $26 million and right-of-use asset, net of $3 million and (ii) two loans receivable with a total carrying value of $53 million. As of December 31, 2020, primarily comprised of six MOBs with net real estate assets of $73 million and deferred revenue of $2 million. (4) During the three months ended June 30, 2021 and 2020, the Company made full and partial repayments of mortgage debt classified as discontinued operations of $241 million and $1 million, respectively. During the six months ended June 30, 2021 and 2020, the Company made full and partial repayments of mortgage debt classified as discontinued operations of $281 million and $6 million, respectively. The results of discontinued operations through June 30, 2021, or the disposal date of each asset or portfolio of assets if they have been sold, are included in the consolidated results for the three and six months ended June 30, 2021 and 2020. Summarized financial information for discontinued operations for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues: Rental and related revenues $ 1,613 $ 24,110 $ 6,841 $ 56,481 Resident fees and services 30,273 155,771 103,270 327,496 Total revenues 31,886 179,881 110,111 383,977 Costs and expenses: Interest expense 1,177 2,727 3,853 5,412 Depreciation and amortization — 38,797 — 102,961 Operating 33,647 138,033 105,165 276,669 Transaction costs — 254 76 539 Impairments and loan loss reserves (recoveries), net 10,995 17,213 10,995 45,229 Total costs and expenses 45,819 197,024 120,089 430,810 Other income (expense): Gain (loss) on sales of real estate, net 122,238 1,579 381,900 164,379 Other income (expense), net 128 2,171 6,012 2,126 Total other income (expense), net 122,366 3,750 387,912 166,505 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 108,433 (13,393) 377,934 119,672 Income tax benefit (expense) 302 7,452 1,124 10,628 Equity income (loss) from unconsolidated joint ventures 5,225 649 4,910 (184) Income (loss) from discontinued operations $ 113,960 $ (5,292) $ 383,968 $ 130,116 Impairments of Real Estate 2021 During the three and six months ended June 30, 2021, the Company recognized an impairment charge of $4 million related to one SHOP asset classified as held for sale, which is reported in income (loss) from discontinued operations. Following a reduction in the expected sales price of the asset occurring in the second quarter of 2021, the Company wrote down its carrying value of $20 million to its fair value, less estimated costs to sell, of $16 million. The fair value of the impaired asset was based on a forecasted sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. The Company’s forecasted sales prices are typically determined using an income approach 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 calculation as of June 30, 2021, the Company’s fair value estimate primarily relied on a market approach and utilized comparable market transactions and negotiations with prospective buyers. 2020 During the three months ended June 30, 2020, the Company recognized an aggregate impairment charge of $19 million ($17 million of which is reported in income (loss) from discontinued operations) related to 12 SHOP assets, 2 senior housing triple-net assets, 1 MOB, and 1 undeveloped MOB land parcel as a result of being classified as held for sale and wrote down their aggregate carrying value of $108 million to their aggregate fair value, less estimated costs to sell, of $89 million. During the six months ended June 30, 2020, the Company recognized an aggregate impairment charge of $50 million ($45 million of which is reported in income (loss) from discontinued operations) related to 20 SHOP assets, 4 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 $231 million to their aggregate fair value, less estimated costs to sell, of $181 million. For the Company’s impairment calculations during the six months ended and as of June 30, 2020, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $35,000 to $238,000, with a weighted average price based on relative fair value of $90,000. Goodwill Impairment When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value. Following the senior housing triple-net and SHOP dispositions during the period, the Company performed an impairment assessment to evaluate the fair value of its reporting units as of June 30, 2021. These fair value estimates primarily relied on a market approach, utilizing comparable market transactions, forecasted sales prices, and negotiations with prospective buyers. These estimates are considered to be a Level 3 measurement within the fair value hierarchy, and are subject to inherent uncertainties. As a result of this assessment, during the three and six months ended June 30, 2021, the Company recognized a $7 million goodwill impairment charge reported in income (loss) from discontinued operations as the fair value of the remaining assets based on forecasted sales prices was less than the carrying value of the assets, including the related goodwill. The fair value was greater than the carrying value of the assets and related goodwill of all other reporting units, and as a result, no impairment loss was recognized. Deferred Tax Asset Valuation Allowance In conjunction with the Company establishing a plan during the year ended December 31, 2020 to dispose of all of its SHOP assets and classifying such assets as discontinued operations, 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 subsidiary entities. Accordingly, the Company recognized a deferred tax asset valuation allowance of $33 million as of December 31, 2020. As of June 30, 2021, the Company had a deferred tax asset valuation allowance of $34 million. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Fixed income from operating leases $ 268,290 $ 231,569 $ 531,246 $ 457,795 Variable income from operating leases 72,352 56,684 137,368 112,775 Interest income from direct financing leases 2,180 2,150 4,343 5,419 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): June 30, December 31, Present value of minimum lease payments receivable $ 5,579 $ 9,804 Present value of estimated residual value 44,706 44,706 Less deferred selling profits (5,579) (9,804) Net investment in direct financing leases $ 44,706 $ 44,706 Direct Financing Lease Internal Ratings At June 30, 2021, the Company had one hospital under a DFL with a carrying amount of $45 million and an internal rating of “performing”. 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. 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 that were impacted by COVID-19, with the requirement that all deferred rent be repaid by the end of 2020. Under this program, through June 30, 2020, approximately $6 million of rent was deferred for the medical office segment, all of which had been collected as of December 31, 2020. Additionally, through June 30, 2020, the Company granted approximately $1 million of rent deferrals to certain tenants in the life science segment that were impacted by COVID-19, all of which had been collected as of December 31, 2020. No such deferrals were granted during the three and six months ended June 30, 2021. |
Leases | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Fixed income from operating leases $ 268,290 $ 231,569 $ 531,246 $ 457,795 Variable income from operating leases 72,352 56,684 137,368 112,775 Interest income from direct financing leases 2,180 2,150 4,343 5,419 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): June 30, December 31, Present value of minimum lease payments receivable $ 5,579 $ 9,804 Present value of estimated residual value 44,706 44,706 Less deferred selling profits (5,579) (9,804) Net investment in direct financing leases $ 44,706 $ 44,706 Direct Financing Lease Internal Ratings At June 30, 2021, the Company had one hospital under a DFL with a carrying amount of $45 million and an internal rating of “performing”. 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. 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 that were impacted by COVID-19, with the requirement that all deferred rent be repaid by the end of 2020. Under this program, through June 30, 2020, approximately $6 million of rent was deferred for the medical office segment, all of which had been collected as of December 31, 2020. Additionally, through June 30, 2020, the Company granted approximately $1 million of rent deferrals to certain tenants in the life science segment that were impacted by COVID-19, all of which had been collected as of December 31, 2020. No such deferrals were granted during the three and six months ended June 30, 2021. |
Loans Receivable
Loans Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): June 30, 2021 December 31, 2020 Secured loans (1) $ 416,729 $ 161,530 Mezzanine and other 22,943 44,347 Unamortized discounts, fees, and costs (6,398) (222) Reserve for loan losses (4,198) (10,280) Loans receivable, net $ 429,076 $ 195,375 _______________________________________ (1) At June 30, 2021, the Company had $61 million remaining of commitments to fund senior housing redevelopment and capital expenditure projects. At December 31, 2020, the Company had $11 million remaining of commitments to fund senior housing redevelopment and capital expenditure projects. SHOP Seller Financing In conjunction with the sale of 32 SHOP facilities in the Sunrise Senior Housing Portfolio for $664 million in January 2021 (see Note 5), the Company provided the buyer with initial financing of $410 million. The remainder of the sales price was received in cash at the time of sale. Additionally, the Company agreed to provide up to $92 million of additional financing for capital expenditures (up to 65% of the estimated cost of capital expenditures). The additional financing was subsequently reduced to $56 million in conjunction with the principal repayments discussed below, none of which had been funded as of June 30, 2021. The initial and additional financing is secured by the buyer's equity ownership in each property. In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021 (see Note 5), the Company provided the buyer with financing of $150 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer's equity ownership in each property. In June 2021, the Company received principal repayments of $246 million on the initial financing provided in conjunction with the sale of the Sunrise Senior Housing Portfolio in January 2021. The Company accelerated recognition of $7 million of the related mark-to-market discount, which is included in interest income in the Consolidated Statements of Operations. In December 2020, in conjunction with the sale of 4 of the 12 SHOP facilities in the Atria SHOP Portfolio for $94 million (see Note 5), the Company provided the buyer with financing of $61 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer's equity ownership in each of the four properties. During the first quarter of 2021, the Company reduced the consideration and reported gain on sales of real estate and recognized a mark-to-market discount of $16 million for certain transactions with seller financing. The Company’s discount is based on the difference between the stated interest rates (ranging from 3.50% to 4.50%) and corresponding prevailing market rates of approximately 5.25% as of the transaction dates. The discount is recognized as interest income over the term of the discounted loans (ranging from one 2021 Other Loans Receivable Transactions The Company classifies a loan receivable as held for sale when management no longer has the intent and ability to hold the loan receivable for the foreseeable future or until maturity. If a loan receivable is classified as held for sale, previously recorded reserves for loan losses are reversed and the loan is reported at the lower of amortized cost or fair value. At June 30, 2021, two loans receivable with a total amortized cost of $64 million were classified as held for sale (see Note 5). Upon the transfer of these two loans to held for sale, the carrying value was decreased by $11 million to estimated fair value of $53 million, $8 million of which was previously recognized as a reserve for loan losses. As a result, a $3 million net loss was recognized in impairments and loan loss reserves (recoveries), net during the three and six months ended June 30, 2021. These fair value estimates were made for each individual loan classified as held for sale and primarily relied on a market approach, utilizing comparable market transactions, forecasted sales prices, and negotiations with prospective buyers. These estimates are considered to be a Level 3 measurement within the fair value hierarchy, and are subject to inherent uncertainties. In April 2021, the Company sold two mezzanine loans as part of the Discovery SHOP Portfolio disposition (see Note 5), resulting in no gain or loss on sale of the mezzanine loans . In May 2021, the Company received a $10 million principal repayment related to one of its secured loans. In July 2021, the Company received repayment of the outstanding balance of an $8 million secured loan. 2020 Other 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 June 30, 2021 and December 31, 2020, the Company held $22 million and $23 million of such notes receivable, respectively, which are included in mezzanine and other in the table above. In November 2020, the Company sold one mezzanine loan with a $10 million principal balance for $8 million, resulting in a $2 million loss recognized in impairments and loan loss reserves (recoveries), net. In December 2020, the Company sold one secured loan with a $115 million principal balance for $109 million, resulting in a $6 million loss recognized in impairments and loan loss reserves (recoveries), net. 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 receivable, net of unamortized discounts, fees, and costs and reserves for loan losses, as of June 30, 2021 (dollars in thousands): Investment Type Year of Origination Total 2021 2020 2019 2018 2017 Prior Secured loans Risk rating: Performing loans $ 307,375 $ 89,315 $ 9,458 $ — $ — $ — $ 406,148 Watch list loans — — — — — — — Workout loans — — — — — — — Total secured loans $ 307,375 $ 89,315 $ 9,458 $ — $ — $ — $ 406,148 Mezzanine and other Risk rating: Performing loans $ 19,324 $ 3,492 $ 112 $ — $ — $ — $ 22,928 Watch list loans — — — — — — — Workout loans — — — — — — — Total mezzanine and other $ 19,324 $ 3,492 $ 112 $ — $ — $ — $ 22,928 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, NOI, 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 (in thousands): June 30, 2021 December 31, 2020 Secured Loans Mezzanine and Other Total Secured Loans Mezzanine and Other Total Reserve for loan losses, beginning of period $ 3,152 $ 7,128 $ 10,280 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings — — — 513 907 1,420 Expected loan losses related to loans sold (1) — (675) (675) (259) (8,135) (8,394) Expected loan losses related to loans transferred to held for sale (2) (498) (7,340) (7,838) — — — Provision for expected loan losses 1,529 902 2,431 2,898 14,356 17,254 Reserve for loan losses, end of period $ 4,183 $ 15 $ 4,198 $ 3,152 $ 7,128 $ 10,280 _______________________________________ (1) Includes two loans sold during the six months ended June 30, 2021 and three loans sold during the year ended December 31, 2020 . (2) Includes two loans held for sale at June 30, 2021. Additionally, at June 30, 2021 and December 31, 2020, a liability of $0.2 million and $1 million, respectively, 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 June 30, 2021 and 2020, the net credit loss expense was $1 million and $5 million, respectively. During the six months ended June 30, 2021 and 2020, the net credit loss expense was $4 million |
Investments in and Advances to
Investments in and Advances to Unconsolidated Joint Ventures | 6 Months Ended |
Jun. 30, 2021 | |
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, excluding investments classified as discontinued operations (dollars in thousands): Carrying Amount June 30, December 31, Entity (1)(2) Segment Property Count (3) Ownership % (3) 2021 2020 SWF SH JV Other 19 54 $ 352,368 $ 357,581 Life Science JV Life science 1 49 24,505 24,879 Medical Office JVs (4) Medical office 3 20 - 67 9,501 9,673 CCRC JV (5) CCRC — — 2,041 1,581 Other JVs (6) Other — — — 9,157 $ 388,415 $ 402,871 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Excludes the Otay Ranch JV (90% ownership percentage), which is classified as discontinued operations and had an aggregate carrying value of $6 million at December 31, 2020 (see Note 5). In April 2021, the SHOP property in the Otay Ranch JV was sold, resulting in the Company’s share of proceeds of $32 million and a gain on sale of $5 million recognized in equity income (loss) from unconsolidated joint ventures within income (loss) from discontinued operations. (3) Property count and ownership percentage are as of June 30, 2021. (4) Includes three unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%); (ii) Ventures III (30%); and (iii) Suburban Properties, LLC (67%). (5) See Note 3 for a 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. In May 2021, the two remaining CCRCs were sold for $38 million, $19 million of which represents the Company’s 49% interest, resulting in an immaterial gain on sale recorded within equity income (loss) from unconsolidated joint ventures. |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, December 31, Gross intangible lease assets $ 794,423 $ 761,328 Accumulated depreciation and amortization (282,811) (241,411) Intangible assets, net (1) $ 511,612 $ 519,917 Weighted average remaining amortization period in years 6 5 _______________________________________ (1) Excludes intangible assets reported in assets held for sale and discontinued operations, net of $7 million and $25 million as of June 30, 2021 and December 31, 2020, 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 June 30, December 31, Gross intangible lease liabilities $ 197,623 $ 194,565 Accumulated depreciation and amortization (58,507) (50,366) Intangible liabilities, net $ 139,116 $ 144,199 Weighted average remaining amortization period in years 8 8 During the six months ended June 30, 2021, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $44 million and intangible liabilities of $6 million. The intangible assets and liabilities acquired had a weighted average amortization period at acquisition of 9 years and 7 years, respectively. During the year ended December 31, 2020, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $352 million and intangible liabilities of $83 million. The intangible assets and intangible liabilities acquired had a weighted average amortization period at acquisition of 7 years and 9 years, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Bank Line of Credit and Term Loan 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 June 30, 2021, the margin on the Revolving Facility was 0.83% and the facility fee was 0.15%. At June 30, 2021 and December 31, 2020, the Company had no balance outstanding under the Revolving Facility. In May 2019, the Company also entered into a $250 million unsecured term loan facility, which the Company fully drew down during the second quarter of 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 June 30, 2021, the 2019 Term Loan accrues interest at a rate of LIBOR plus 0.90%, with a weighted average effective interest rate of 1.09%. In July 2021, the Company repaid the $250 million outstanding balance on the 2019 Term Loan. 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 June 30, 2021, 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. In April 2021, the Company increased the maximum aggregate face or principal amount that can be outstanding at any one time from $1.0 billion to $1.25 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 uses its Revolving Facility as a liquidity backstop for the repayment of unsecured short-term debt securities issued under the Commercial Paper Program. At June 30, 2021, the Company had $720 million of securities outstanding under the Commercial Paper Program, with original maturities of approximately one month and a weighted average interest rate of 0.24%. At December 31, 2020, the Company had $130 million of securities outstanding under the Commercial Paper Program, with original maturities of approximately one month and a weighted average interest rate of 0.30%. Senior Unsecured Notes At June 30, 2021, the Company had senior unsecured notes outstanding with an aggregate principal balance of $3.75 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 June 30, 2021. The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the six months ended June 30, 2021 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Year May 19, 2021 (1) $ 251,806 3.40 % 2025 May 19, 2021 (1) 298,194 4.00 % 2025 February 26, 2021 (2) 188,000 4.25 % 2023 February 26, 2021 (2) 149,000 4.20 % 2024 February 26, 2021 (2) 331,000 3.88 % 2024 January 28, 2021 (2) 112,000 4.25 % 2023 January 28, 2021 (2) 201,000 4.20 % 2024 January 28, 2021 (2) 469,000 3.88 % 2024 _______________________________________ (1) Upon repurchasing a portion of the 3.40% and 4.00% senior unsecured notes due 2025, the Company recognized a $61 million loss on debt extinguishment. (2) Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment. There were no senior unsecured notes issuances during the six months ended June 30, 2021. In July 2021, the Company completed its inaugural green bond offering. The net proceeds from the offering were allocated to the Company’s previous acquisition of Cambridge Discovery Park, completed in December 2020 (see Note 4), which has received LEED Gold certification and qualifies as an eligible green project. However, the Company may choose to allocate or re-allocate net proceeds to one more other eligible green projects. The senior unsecured notes were issued and the proceeds were received on July 12, 2021 as follows (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year July 12, 2021 $ 450,000 1.35 % 2027 The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2020 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Year July 9, 2020 (1) $ 300,000 3.15 % 2022 June 24, 2020 (2) 250,000 4.25 % 2023 _______________________________________ (1) Upon completing the redemption of all outstanding 3.15% senior unsecured notes due 2022, the Company recognized an $18 million loss on debt extinguishment. (2) Upon repurchasing a portion of the 4.25% senior unsecured notes due 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, 2020 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year June 23, 2020 $ 600,000 2.88 % 2031 Mortgage Debt At June 30, 2021 and December 31, 2020, the Company had $356 million and $217 million, respectively, in aggregate principal of mortgage debt outstanding (excluding mortgage debt on assets held for sale and discontinued operations), which was secured by 19 and 6 healthcare facilities, respectively, with an aggregate carrying value of $845 million and $517 million, respectively. Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is 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. During the three and six months ended June 30, 2021, the Company made aggregate principal repayments of mortgage debt of $1 million and $3 million, respectively (excluding mortgage debt on assets held for sale and discontinued operations). During the three and six months ended June 30, 2020, the Company made aggregate principal repayments of mortgage debt of $1 million and $2 million, respectively (excluding mortgage debt on assets held for sale and discontinued operations). In April 2021, in conjunction with the acquisition of the MOB Portfolio, the Company issued $142 million of secured mortgage debt (see Note 4) with a weighted average effective interest rate of 2.60% that matures in May 2026. Debt Maturities The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at June 30, 2021 (in thousands): Senior Unsecured Notes (3) Mortgage Debt (4) Year Bank Line of Commercial Paper (1) Term Loan (2) Amount Interest Rate Amount Interest Rate Total 2021 $ — $ — $ — $ — — % $ 10,159 4.86 % $ 10,159 2022 — — — — — % 4,843 3.80 % 4,843 2023 — 720,000 — — — % 89,874 3.80 % 809,874 2024 — — 250,000 — — % 3,050 3.80 % 253,050 2025 — — — 800,000 3.93 % 3,209 3.80 % 803,209 Thereafter — — — 2,950,000 3.68 % 244,889 3.07 % 3,194,889 — 720,000 250,000 3,750,000 356,024 5,076,024 (Discounts), premium and debt costs, net — — (697) (39,028) 2,077 (37,648) — 720,000 249,303 3,710,972 358,101 5,038,376 Debt on assets held for sale and discontinued operations (5) — — — — 37,069 37,069 $ — $ 720,000 $ 249,303 $ 3,710,972 $ 395,170 $ 5,075,445 _______________________________________ (1) Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility. (2) As of June 30, 2021, the Company had $250 million outstanding on the 2019 Term Loan, which was scheduled to mature on May 23, 2024. In July 2021, the Company repaid the $250 million outstanding balance on the 2019 Term Loan. (3) Effective interest rates on the senior unsecured notes range from 3.10% to 6.91% with a weighted average effective interest rate of 3.75% and a weighted average maturity of 8 years. In July 2021, the Company issued $450 million aggregate principal amount of 1.35% senior unsecured notes due 2027 in its inaugural green bond offering. (4) Excluding mortgage debt on assets classified as held for sale and discontinued operations, effective interest rates on the mortgage debt range from 2.42% to 5.91% with a weighted average effective interest rate of 3.28% and a weighted average maturity of 4 years. (5) Represents mortgage debt on an asset held for sale reported in discontinued operations with an interest rate of 3.87% that matures in 2025. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. 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. DownREITs |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Dividends On July 29, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.30 per share. The common stock cash dividend will be paid on August 20, 2021 to stockholders of record as of the close of business on August 9, 2021. During the three months ended June 30, 2021 and 2020, the Company declared and paid common stock cash dividends of $0.30 per share and $0.37 per share, respectively. During the six months ended June 30, 2021 and 2020, the Company declared and paid common stock cash dividends of $0.60 and $0.74 per share, respectively. At-The-Market Equity Offering Program The Company established an at-the-market equity offering program (“ATM Program”), which was most recently amended in May 2021 (as amended, the “2020 ATM Program”) to increase the size of the program from $1.25 billion to $1.50 billion, pursuant to which shares of common stock having an aggregate gross sales price of up to $1.50 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. At June 30, 2021, $1.50 billion of the Company’s common stock remained available for sale under the 2020 ATM Program. ATM Forward Contracts During the three and six months ended June 30, 2021 and the three months ended June 30, 2020, the Company did not utilize the forward provisions under any ATM Program. During the six months ended June 30, 2020, the Company utilized the forward provisions under a previous ATM Program established in 2019 (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 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 subsequent to March 31, 2020 and therefore, at June 30, 2021 and June 30, 2020, no shares remained outstanding under ATM forward contracts. ATM Direct Issuances During the three and six months ended June 30, 2021 and 2020, no shares of common stock were issued under the 2020 ATM Program or 2019 ATM Program. 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 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 June 30, 2021 and June 30, 2020, no shares remained outstanding under the 2019 forward equity sales agreement. Accumulated Other Comprehensive Income (Loss) The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): June 30, December 31, Unrealized gains (losses) on derivatives, net $ — $ (81) Supplemental Executive Retirement Plan minimum liability (3,389) (3,604) Total accumulated other comprehensive income (loss) $ (3,389) $ (3,685) |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
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 12 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 six months ended June 30, 2021 and 2020 was zero and 0.8 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 Six Months Ended 2021 2020 2021 2020 Numerator Income (loss) from continuing operations $ 168,065 $ 60,341 $ 47,480 $ 207,473 Noncontrolling interests' share in continuing operations (3,535) (3,486) (6,841) (6,949) Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. 164,530 56,855 40,639 200,524 Less: Participating securities' share in continuing operations (287) (375) (2,732) (1,800) Income (loss) from continuing operations applicable to common shares 164,243 56,480 37,907 198,724 Income (loss) from discontinued operations 113,960 (5,292) 383,968 130,116 Noncontrolling interests' share in discontinued operations (2,210) (57) (2,539) (54) Net income (loss) applicable to common shares $ 275,993 $ 51,131 $ 419,336 $ 328,786 Numerator - Dilutive Net income (loss) applicable to common shares $ 275,993 $ 51,131 $ 419,336 $ 328,786 Add: distributions on dilutive convertible units and other 1,540 — — — Dilutive net income (loss) available to common shares $ 277,533 $ 51,131 $ 419,336 $ 328,786 Denominator Basic weighted average shares outstanding 538,929 538,262 538,805 522,427 Dilutive potential common shares - equity awards (1) 264 255 276 263 Dilutive potential common shares - forward equity agreements (2) — — — 808 Dilutive potential common shares - DownREIT conversions 5,501 — — — Diluted weighted average common shares 544,694 538,517 539,081 523,498 Basic earnings (loss) per common share Continuing operations $ 0.30 $ 0.10 $ 0.07 $ 0.38 Discontinued operations 0.21 (0.01) 0.71 0.25 Net income (loss) applicable to common shares $ 0.51 $ 0.09 $ 0.78 $ 0.63 Diluted earnings (loss) per common share Continuing operations $ 0.30 $ 0.10 $ 0.07 $ 0.38 Discontinued operations 0.21 (0.01) 0.71 0.25 Net income (loss) applicable to common shares $ 0.51 $ 0.09 $ 0.78 $ 0.63 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). (2) For the three and six months ended June 30, 2021, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. For the six months ended June 30, 2020, represents the dilutive impact of 32 million shares that were settled during the six months then ended. For the three months ended June 30, 2020, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Segment Disclosures The Company’s reportable segments, based on how its chief operating decision makers (“CODMs”) evaluates its business and allocates resources, are as follows: (i) life science, (ii) medical office, and (iii) CCRC. The Company has non-reportable segments that are comprised primarily of the Company’s interests in an unconsolidated senior housing joint venture 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 2020 Annual Report on Form 10-K filed with the SEC, as updated by Note 2 herein. In December 2020, the Company’s senior housing triple-net and SHOP portfolios were classified as discontinued operations and are no longer reportable segments. See Notes 1 and 5 for further information. In December 2020, as a result of a change in how operating results are reported to the Company’s CODMs, the Company’s hospitals were reclassified from other non-reportable segments to the medical office segment and the Company’s one remaining unconsolidated investment in a senior housing joint venture was reclassified from the SHOP segment to other non-reportable segments. All prior period segment information has been recast to conform to the current period presentation. 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 that 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. Additionally, management believes that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. 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, loans receivable, marketable equity securities, other assets, real estate assets held for sale and discontinued operations, and liabilities related to assets held for sale. The following tables summarize information for the reportable segments (in thousands): For the three months ended June 30, 2021: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 177,527 $ 165,295 $ 117,308 $ 16,108 $ — $ 476,238 Government grant income (1) — — 87 — — 87 Less: Interest income — — — (16,108) — (16,108) Healthpeak’s share of unconsolidated joint venture total revenues 1,412 710 2,415 16,740 — 21,277 Healthpeak’s share of unconsolidated joint venture government grant income — — — 583 — 583 Noncontrolling interests’ share of consolidated joint venture total revenues (75) (8,825) — — — (8,900) Operating expenses (40,724) (54,648) (94,760) — — (190,132) Healthpeak’s share of unconsolidated joint venture operating expenses (428) (317) (2,208) (12,451) — (15,404) Noncontrolling interests’ share of consolidated joint venture operating expenses 21 2,552 — — — 2,573 Adjustments to NOI (2) (12,366) (2,003) 1,226 (27) — (13,170) Adjusted NOI 125,367 102,764 24,068 4,845 — 257,044 Plus: Adjustments to NOI (2) 12,366 2,003 (1,226) 27 — 13,170 Interest income — — — 16,108 — 16,108 Interest expense (48) (786) (1,924) — (35,923) (38,681) Depreciation and amortization (76,955) (63,371) (31,133) — — (171,459) General and administrative — — — — (24,088) (24,088) Transaction costs 21 35 (657) (18) — (619) Impairments and loan loss reserves — — — (931) — (931) Gain (loss) on sales of real estate, net — 175,238 — — — 175,238 Gain (loss) on debt extinguishments — — — — (60,865) (60,865) Other income (expense), net 28 (175) 165 — 1,716 1,734 Less: Government grant income — — (87) — — (87) Less: Healthpeak’s share of unconsolidated joint venture NOI (984) (393) (207) (4,872) — (6,456) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 54 6,273 — — — 6,327 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 59,849 221,588 (11,001) 15,159 (119,160) 166,435 Income tax benefit (expense) — — — — 763 763 Equity income (loss) from unconsolidated joint ventures 111 137 639 (20) — 867 Income (loss) from continuing operations 59,960 221,725 (10,362) 15,139 (118,397) 168,065 Income (loss) from discontinued operations — — — — 113,960 113,960 Net income (loss) $ 59,960 $ 221,725 $ (10,362) $ 15,139 $ (4,437) $ 282,025 _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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. For the three months ended June 30, 2020: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 138,496 $ 151,844 $ 113,926 $ 4,293 $ — $ 408,559 Government grant income (1) — — 11,871 — — 11,871 Less: Interest income — — — (4,230) — (4,230) Healthpeak’s share of unconsolidated joint venture total revenues — 691 4,781 18,682 — 24,154 Healthpeak’s share of unconsolidated joint venture government grant income — — 534 270 — 804 Noncontrolling interests’ share of consolidated joint venture total revenues (57) (8,347) — — — (8,404) Operating expenses (34,205) (49,355) (94,248) — — (177,808) Healthpeak’s share of unconsolidated joint venture operating expenses — (276) (4,826) (13,681) — (18,783) Noncontrolling interests’ share of consolidated joint venture operating expenses 18 2,507 — — — 2,525 Adjustments to NOI (2) (2,779) (465) 18 99 — (3,127) Adjusted NOI 101,473 96,599 32,056 5,433 — 235,561 Plus: Adjustments to NOI (2) 2,779 465 (18) (99) — 3,127 Interest income — — — 4,230 — 4,230 Interest expense (60) (100) (1,969) — (52,694) (54,823) Depreciation and amortization (52,356) (55,904) (31,426) (5) — (139,691) General and administrative — — — — (23,720) (23,720) Transaction costs (1) — (368) (4) — (373) Impairments and loan loss reserves — (2,119) — (4,718) — (6,837) Gain (loss) on sales of real estate, net — 81,284 — — — 81,284 Gain (loss) on debt extinguishments — — — — (25,824) (25,824) Other income (expense), net — — 14,142 — 3,273 17,415 Less: Government grant income — — (11,871) — — (11,871) Less: Healthpeak’s share of unconsolidated joint venture NOI — (415) (489) (5,271) — (6,175) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 39 5,840 — — — 5,879 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 51,874 125,650 57 (434) (98,965) 78,182 Income tax benefit (expense) — — — — (106) (106) Equity income (loss) from unconsolidated joint ventures — 210 401 (18,346) — (17,735) Income (loss) from continuing operations 51,874 125,860 458 (18,780) (99,071) 60,341 Income (loss) from discontinued operations — — — — (5,292) (5,292) Net income (loss) $ 51,874 $ 125,860 $ 458 $ (18,780) $ (104,363) $ 55,049 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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. For the six months ended June 30, 2021: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 347,461 $ 325,496 $ 233,436 $ 25,121 $ — $ 931,514 Government grant income (1) — — 1,397 — — 1,397 Less: Interest income — — — (25,121) — (25,121) Healthpeak’s share of unconsolidated joint venture total revenues 2,749 1,425 6,903 33,493 — 44,570 Healthpeak’s share of unconsolidated joint venture government grant income — — 199 810 — 1,009 Noncontrolling interests’ share of consolidated joint venture total revenues (140) (17,751) — — — (17,891) Operating expenses (80,185) (105,769) (185,939) — — (371,893) Healthpeak’s share of unconsolidated joint venture operating expenses (853) (611) (6,953) (25,046) — (33,463) Noncontrolling interests’ share of consolidated joint venture operating expenses 41 5,056 — — — 5,097 Adjustments to NOI (2) (24,176) (3,926) 1,246 85 — (26,771) Adjusted NOI 244,897 203,920 50,289 9,342 — 508,448 Plus: Adjustments to NOI (2) 24,176 3,926 (1,246) (85) — 26,771 Interest income — — — 25,121 — 25,121 Interest expense (150) (881) (3,842) — (80,651) (85,524) Depreciation and amortization (145,388) (121,326) (62,283) — — (328,997) General and administrative — — — — (48,990) (48,990) Transaction costs (11) (295) (1,090) (21) — (1,417) Impairments and loan loss reserves — — — (4,173) — (4,173) Gain (loss) on sales of real estate, net — 175,238 — — — 175,238 Gain (loss) on debt extinguishments — — — — (225,157) (225,157) Other income (expense), net 33 (2,454) 2,341 482 3,532 3,934 Less: Government grant income — — (1,397) — — (1,397) Less: Healthpeak’s share of unconsolidated joint venture NOI (1,896) (814) (149) (9,257) — (12,116) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 99 12,695 — — — 12,794 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 121,760 270,009 (17,377) 21,409 (351,266) 44,535 Income tax benefit (expense) — — — — 755 755 Equity income (loss) from unconsolidated joint ventures 18 328 639 1,205 — 2,190 Income (loss) from continuing operations 121,778 270,337 (16,738) 22,614 (350,511) 47,480 Income (loss) from discontinued operations — — — — 383,968 383,968 Net income (loss) $ 121,778 $ 270,337 $ (16,738) $ 22,614 $ 33,457 $ 431,448 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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. For the six months ended June 30, 2020: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 267,379 $ 308,485 $ 205,706 $ 8,043 $ — $ 789,613 Government grant income (1) — — 11,871 — — 11,871 Less: Interest income — — — (7,918) — (7,918) Healthpeak’s share of unconsolidated joint venture total revenues — 1,386 26,428 38,876 — 66,690 Healthpeak’s share of unconsolidated joint venture government grant income — — 534 270 — 804 Noncontrolling interests’ share of consolidated joint venture total revenues (109) (16,987) — — — (17,096) Operating expenses (64,406) (100,049) (250,730) — — (415,185) Healthpeak’s share of unconsolidated joint venture operating expenses — (551) (22,863) (26,959) — (50,373) Noncontrolling interests’ share of consolidated joint venture operating expenses 35 5,107 — — — 5,142 Adjustments to NOI (2) (7,059) (1,459) 91,579 51 — 83,112 Adjusted NOI 195,840 195,932 62,525 12,363 — 466,660 Plus: Adjustments to NOI (2) 7,059 1,459 (91,579) (51) — (83,112) Interest income — — — 7,918 — 7,918 Interest expense (122) (203) (3,273) — (106,916) (110,514) Depreciation and amortization (102,567) (110,571) (51,655) (10) — (264,803) General and administrative — — — — (46,069) (46,069) Transaction costs (1) — (14,842) (93) — (14,936) Impairments and loan loss reserves — (4,825) — (13,119) — (17,944) Gain (loss) on sales of real estate, net — 83,393 — (40) — 83,353 Gain (loss) on debt extinguishments — — — — (24,991) (24,991) Other income (expense), net — — 184,474 41,707 1,887 228,068 Less: Government grant income — — (11,871) — — (11,871) Less: Healthpeak’s share of unconsolidated joint venture NOI — (835) (4,099) (12,187) — (17,121) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 74 11,880 — — — 11,954 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 100,283 176,230 69,680 36,488 (176,089) 206,592 Income tax benefit (expense) (3) — — — — 29,762 29,762 Equity income (loss) from unconsolidated joint ventures — 407 (1,479) (27,809) — (28,881) Income (loss) from continuing operations 100,283 176,637 68,201 8,679 (146,327) 207,473 Income (loss) from discontinued operations — — — — 130,116 130,116 Net income (loss) $ 100,283 $ 176,637 $ 68,201 $ 8,679 $ (16,211) $ 337,589 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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 quarter ended June 30, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $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. The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Six Months Ended Segment 2021 2020 2021 2020 Life science $ 177,527 $ 138,496 $ 347,461 $ 267,379 Medical office 165,295 151,844 325,496 308,485 CCRC 117,308 113,926 233,436 205,706 Other non-reportable 16,108 4,293 25,121 8,043 Total revenues $ 476,238 $ 408,559 $ 931,514 $ 789,613 See Notes 3, 4, and 5 for significant transactions impacting the Company’s segment assets during the periods presented. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table provides supplemental cash flow information (in thousands): Six Months Ended June 30, 2021 2020 Supplemental cash flow information: Interest paid, net of capitalized interest $ 109,277 $ 104,370 Income taxes paid (refunded) 4,026 164 Capitalized interest 10,867 13,680 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 113,221 117,895 Vesting of restricted stock units and conversion of non-managing member units into common stock 900 4,703 Net noncash impact from the consolidation of previously unconsolidated joint ventures — 323,138 Mortgages assumed with real estate acquisitions — 215,335 Carrying value of mortgages assumed by buyer in real estate dispositions 106,632 — Refundable entrance fees assumed with real estate acquisitions — 307,954 Seller financing provided on disposition of real estate asset 559,745 12,480 ROU asset obtained in exchange for new lease liability related to operating leases 13,157 23,962 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. The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands): Six Months Ended June 30, 2021 2020 Depreciation and amortization of real estate, in-place lease, and other intangibles $ — $ 102,961 Development, redevelopment, and other major improvements of real estate 4,569 17,816 Leasing costs, tenant improvements, and recurring capital expenditures 2,349 6,520 The following table summarizes cash, cash equivalents and restricted cash (in thousands): Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 Continuing operations Discontinued operations Total Beginning of period: Cash and cash equivalents $ 44,226 $ 80,398 $ 53,085 $ 63,834 $ 97,311 $ 144,232 Restricted cash 67,206 13,385 17,168 27,040 84,374 40,425 Cash, cash equivalents and restricted cash $ 111,432 $ 93,783 $ 70,253 $ 90,874 $ 181,685 $ 184,657 End of period: Cash and cash equivalents $ 96,923 $ 672,078 $ 17,354 $ 58,879 $ 114,277 $ 730,957 Restricted cash 129,052 85,473 974 20,211 130,026 105,684 Cash, cash equivalents and restricted cash $ 225,975 $ 757,551 $ 18,328 $ 79,090 $ 244,303 $ 836,641 |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities Unconsolidated Variable Interest Entities At June 30, 2021, the Company had investments in: (i) one unconsolidated VIE joint venture, (ii) marketable debt securities of one VIE, and (iii) one loan to a VIE borrower. At December 31, 2020, the Company had investments in: (i) two properties leased to a VIE tenant, (ii) four 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 (the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments. VIE Tenant. As of December 31, 2020, the Company leased two properties to one tenant that was identified as a VIE (the “VIE tenant”). The VIE tenant was a “thinly capitalized” entity that relied on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under its leases. In June 2021, the Company sold these two properties as part of the Sunrise Senior Housing Portfolio (see Note 5). CCRC OpCo. As of December 31, 2020, the Company held a 49% ownership interest in CCRC OpCo, a joint venture entity formed in August 2014 that operated senior housing properties and had been identified as a VIE. The equity members of CCRC OpCo “lacked power” because they shared certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consisted of the CCRCs that it owned and leased, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consisted 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) of CCRC OpCo may only be used to settle its contractual obligations (primarily from debt service payments, capital expenditures, and rental costs and operating expenses incurred to manage such facilities). In May 2021, the CCRC JV sold the two remaining CCRCs. Refer to Note 3 for additional discussion related to transactions impacting CCRC OpCo. 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. As of December 31, 2020, the Company held investments (consisting of mezzanine debt and/or preferred equity) in two senior housing development joint ventures. The joint ventures were also capitalized by senior loans from a third party and equity from the third party managing-member, but were considered to be “thinly capitalized” as there was insufficient equity investment at risk. In April 2021, the Company sold two mezzanine loans and two preferred equity investments as part of the Discovery SHOP Portfolio disposition (see Note 5). 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. These securities are classified as held-to-maturity because the Company has the intent and ability to hold the securities until maturity. Loan Receivable. The Company provided seller financing 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 June 30, 2021 was as follows (in thousands): VIE Type Asset Type Maximum Loss Exposure and Carrying Amount (1) Continuing operations: CCRC OpCo Investments in and advances to unconsolidated joint ventures $ 1,940 Loans receivable Loans receivable, net 3,045 CMBS and LLC investment Other assets, net 35,999 _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). As of June 30, 2021, 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, 7, and 8 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 June 30, 2021 and December 31, 2020 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. 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). 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 three senior housing properties to lessee entities under cash flow leases through which the Company receives monthly rent equal to the residual cash flows of the properties. The lessee entities are classified as VIEs as they are "thinly capitalized" entities. The Company consolidates the lessee entities as it has the ability to control the activities that most significantly impact the economic performance of the lessee entities. The lessee entities’ assets primarily consist of leasehold interests in senior housing facilities (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 facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) may only be used to settle contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facility and debt costs). DownREITs . The Company holds a controlling ownership interest in and is the managing member of seven 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). Exchange Accommodation Titleholder . During the year ended December 31, 2020, the Company acquired seven MOBs, one hospital, and three life science facilities (the “acquired properties”) using reverse like-kind exchange structures pursuant to Section 1031 of the Code (a “reverse 1031 exchange”). As of December 31, 2020, the Company had not completed the reverse 1031 exchanges and as such, the acquired properties remained in the possession of Exchange Accommodation Titleholders (“EATs”). The EATs were classified as VIEs as they were “thinly capitalized” entities. The Company consolidated the EATs because it had the ability to control the activities that most significantly impacted the economic performance of the EATs and was, therefore, the primary beneficiary of the EATs. The properties held by the EATs were reflected as real estate with a carrying value of $813 million as of December 31, 2020. The assets of the EATs primarily consisted of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consisted of capital expenditures for the properties. Assets generated by the EATs may only be used to settle its contractual obligations (primarily from capital expenditures). The reverse 1031 exchanges described above were completed during the three months ended June 30, 2021. Therefore, as of June 30, 2021, no properties remained in possession of an EAT. Total assets and total liabilities include VIE assets and liabilities as follows (in thousands): June 30, December 31, Assets Buildings and improvements $ 2,337,717 $ 2,988,599 Development costs and construction in progress 46,634 85,595 Land 379,376 433,574 Accumulated depreciation and amortization (520,226) (602,491) Net real estate 2,243,501 2,905,277 Accounts receivable, net 6,781 12,009 Cash and cash equivalents 26,970 16,550 Restricted cash 86,642 7,977 Intangible assets, net 102,428 179,027 Assets held for sale and discontinued operations, net 25,411 704,966 Right-of-use asset, net 108,088 95,407 Other assets, net 61,457 59,063 Total assets $ 2,661,278 $ 3,980,276 Liabilities Mortgage debt $ 144,263 $ 39,085 Intangible liabilities, net 20,378 56,467 Liabilities related to assets held for sale and discontinued operations, net 4,560 190,919 Lease liability 97,849 97,605 Accounts payable, accrued liabilities, and other liabilities 52,757 102,391 Deferred revenue 34,427 90,183 Total liabilities $ 354,234 $ 576,650 Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands): June 30, December 31, Assets Buildings and improvements $ 32,173 $ 639,759 Development costs and construction in progress 91 68 Land 2,724 106,209 Accumulated depreciation and amortization (16,096) (57,235) Net real estate 18,892 688,801 Accounts receivable, net 2,368 1,700 Cash and cash equivalents 1,016 6,306 Restricted cash 294 3,124 Right-of-use asset, net 405 1,391 Other assets, net 2,436 3,644 Total assets $ 25,411 $ 704,966 Liabilities Mortgage debt $ — $ 176,702 Lease liability 644 1,392 Accounts payable, accrued liabilities, and other liabilities 3,743 11,003 Deferred revenue 173 1,822 Total liabilities $ 4,560 $ 190,919 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020. The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): June 30, 2021 (3) December 31, 2020 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 429,076 $ 437,632 $ 195,375 $ 201,228 Marketable debt securities (2) 20,673 20,673 20,355 20,355 Interest rate cap assets (2) 244 244 — — Bank line of credit and commercial paper (2) 720,000 720,000 129,590 129,590 Term loan (2) 249,303 249,303 249,182 249,182 Senior unsecured notes (1) 3,710,972 4,169,472 5,697,586 6,517,650 Mortgage debt (2)(4) 358,101 360,296 221,621 221,181 Interest rate swap liabilities (2) — — 81 81 _______________________________________ (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, swaps, and caps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loan, 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 six months ended June 30, 2021 and year ended December 31, 2020, there were no material transfers of financial assets or liabilities within the fair value hierarchy. (4) For the six months ended June 30, 2021 and year ended December 31, 2020, excludes mortgage debt on assets held for sale and discontinued operations of $37 million and $319 million, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. In March 2021, the Company repaid $39 million of variable rate secured debt on two SHOP assets classified as discontinued operations as of June 30, 2021 and terminated the two remaining related interest rate swap contracts. Therefore, at June 30, 2021, the Company had no remaining interest rate swap contracts. In April 2021, the Company executed two interest rate cap agreements on its mortgage debt issued in conjunction with the acquisition of the MOB Portfolio (see Note 4). The following table summarizes the Company’s outstanding interest rate cap agreements as of June 30, 2021 (dollars in thousands): Date Entered Maturity Date Hedge Designation Notional Strike Rate Index Fair Value (1) Interest rate: April 2021 (2) May 2024 Non-designated $ 142,100 2.00 % 1 mo. USD-LIBOR-BBA $ 244 _____________________________ (1) Derivative assets are recorded in other assets, net in the consolidated balance sheets. (2) Represents two interest rate cap agreements that manage the Company’s exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates. |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities, and Other Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities | Accounts Payable, Accrued Liabilities, and Other Liabilities The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands): June 30, December 31, Refundable entrance fees (1) $ 301,953 $ 317,444 Construction related accrued liabilities 113,221 95,293 Accrued interest 55,373 78,735 Other accounts payable and accrued liabilities 217,911 271,919 Accounts payable, accrued liabilities, and other liabilities $ 688,458 $ 763,391 _______________________________________ (1) At June 30, 2021 and December 31, 2020, unamortized nonrefundable entrance fee liabilities were $485 million and $484 million, respectively, which are recorded within deferred revenue on the Consolidated Balance Sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2020 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 six months ended June 30, 2021 and 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 June 30, 2021, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Credit Losses. In June 2016, the Financial Accounting Standards Board (“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 on January 1, 2020 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $2 million as of January 1, 2020. Under ASU 2016-13, the Company began using a loss model that relies on future expected credit losses, rather than incurred losses, as was required under historical GAAP. Under the new model, the Company is required to recognize future credit losses expected to be incurred over the life of its finance receivables, including loans receivable, direct financing leases (“DFLs”), and certain accounts receivable, at inception of those instruments. The model emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model continues to be applied on an individual basis and rely on counter-party specific information to ensure the most accurate estimate is recognized. The Company reassesses its reserves on finance receivables at each balance sheet date to determine if an adjustment to the previous reserve is necessary. 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 six months ended June 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 6). No such rent deferrals were provided to tenants during the three and six months ended June 30, 2021. The Company elected to not assess these rent deferrals 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 with similar characteristics and similar circumstances, 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. Not Yet Adopted Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments in ASU 2020-04 and ASU 2021-01 are effective immediately and may be applied through December 31, 2022. The Company is evaluating: (i) how the transition away from LIBOR will impact the Company, (ii) whether the optional relief provided by these standards will be adopted, and (iii) the impact that adopting ASU 2020-04 or ASU 2021-01 will have on its consolidated financial position, results of operations, cash flows, or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Government Grant Receivables, CARES Act | The following table summarizes information related to government grant income received and recognized by the Company (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Government grant income recorded in other income (expense), net $ 87 $ 11,871 $ 1,397 $ 11,871 Government grant income recorded in equity income (loss) from unconsolidated joint ventures 584 804 1,010 804 Government grant income recorded in income (loss) from discontinued operations 428 2,209 3,660 2,209 Total government grants received $ 1,099 $ 14,884 $ 6,067 $ 14,884 |
Dispositions of Real Estate a_2
Dispositions of Real Estate and Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities | The following summarizes the assets and liabilities classified as discontinued operations at June 30, 2021 and December 31, 2020, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the consolidated balance sheets (in thousands): June 30, December 31, ASSETS Real estate: Buildings and improvements $ 106,495 $ 2,553,254 Development costs and construction in progress 11,255 21,509 Land 24,215 355,803 Accumulated depreciation and amortization (42,999) (615,708) Net real estate 98,966 2,314,858 Investments in and advances to unconsolidated joint ventures — 5,842 Accounts receivable, net of allowance of $4,951 and $5,873 10,928 20,500 Cash and cash equivalents 17,354 53,085 Restricted cash 974 17,168 Intangible assets, net 6,596 24,541 Right-of-use asset, net 104 4,109 Other assets, net (1) 29,908 103,965 Total assets of discontinued operations, net (2) 164,830 2,544,068 Assets held for sale, net (3) 81,977 82,238 Assets held for sale and discontinued operations, net $ 246,807 $ 2,626,306 LIABILITIES Mortgage debt (4) $ 37,069 $ 318,876 Lease liability 104 3,189 Accounts payable, accrued liabilities, and other liabilities 26,564 79,411 Deferred revenue 797 11,442 Total liabilities of discontinued operations, net (2) 64,534 412,918 Liabilities related to assets held for sale, net (3) 738 2,819 Liabilities related to assets held for sale and discontinued operations, net $ 65,272 $ 415,737 _______________________________________ (1) Includes goodwill of $22 million and $29 million as of June 30, 2021 and December 31, 2020, respectively. (2) At June 30, 2021, four senior housing triple-net facilities and eight SHOP facilities were classified as held for sale and discontinued operations. At December 31, 2020, 41 senior housing triple-net facilities, 97 SHOP facilities, and 1 SHOP joint venture were classified as held for sale and discontinued operations. (3) As of June 30, 2021, primarily comprised of the following: (i) four MOBs with net real estate assets of $26 million and right-of-use asset, net of $3 million and (ii) two loans receivable with a total carrying value of $53 million. As of December 31, 2020, primarily comprised of six MOBs with net real estate assets of $73 million and deferred revenue of $2 million. (4) During the three months ended June 30, 2021 and 2020, the Company made full and partial repayments of mortgage debt classified as discontinued operations of $241 million and $1 million, respectively. During the six months ended June 30, 2021 and 2020, the Company made full and partial repayments of mortgage debt classified as discontinued operations of $281 million and $6 million, respectively. The results of discontinued operations through June 30, 2021, or the disposal date of each asset or portfolio of assets if they have been sold, are included in the consolidated results for the three and six months ended June 30, 2021 and 2020. Summarized financial information for discontinued operations for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues: Rental and related revenues $ 1,613 $ 24,110 $ 6,841 $ 56,481 Resident fees and services 30,273 155,771 103,270 327,496 Total revenues 31,886 179,881 110,111 383,977 Costs and expenses: Interest expense 1,177 2,727 3,853 5,412 Depreciation and amortization — 38,797 — 102,961 Operating 33,647 138,033 105,165 276,669 Transaction costs — 254 76 539 Impairments and loan loss reserves (recoveries), net 10,995 17,213 10,995 45,229 Total costs and expenses 45,819 197,024 120,089 430,810 Other income (expense): Gain (loss) on sales of real estate, net 122,238 1,579 381,900 164,379 Other income (expense), net 128 2,171 6,012 2,126 Total other income (expense), net 122,366 3,750 387,912 166,505 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 108,433 (13,393) 377,934 119,672 Income tax benefit (expense) 302 7,452 1,124 10,628 Equity income (loss) from unconsolidated joint ventures 5,225 649 4,910 (184) Income (loss) from discontinued operations $ 113,960 $ (5,292) $ 383,968 $ 130,116 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Company's Lease Income | The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Fixed income from operating leases $ 268,290 $ 231,569 $ 531,246 $ 457,795 Variable income from operating leases 72,352 56,684 137,368 112,775 Interest income from direct financing leases 2,180 2,150 4,343 5,419 |
Schedule of Components of Net Investment in DFLs | Net investment in DFLs consists of the following (dollars in thousands): June 30, December 31, Present value of minimum lease payments receivable $ 5,579 $ 9,804 Present value of estimated residual value 44,706 44,706 Less deferred selling profits (5,579) (9,804) Net investment in direct financing leases $ 44,706 $ 44,706 |
Loans Receivable (Tables)
Loans Receivable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | The following table summarizes the Company’s loans receivable (in thousands): June 30, 2021 December 31, 2020 Secured loans (1) $ 416,729 $ 161,530 Mezzanine and other 22,943 44,347 Unamortized discounts, fees, and costs (6,398) (222) Reserve for loan losses (4,198) (10,280) Loans receivable, net $ 429,076 $ 195,375 _______________________________________ |
Schedule of Financing Receivable Credit Quality Indicators and by Year of Origination | The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and costs and reserves for loan losses, as of June 30, 2021 (dollars in thousands): Investment Type Year of Origination Total 2021 2020 2019 2018 2017 Prior Secured loans Risk rating: Performing loans $ 307,375 $ 89,315 $ 9,458 $ — $ — $ — $ 406,148 Watch list loans — — — — — — — Workout loans — — — — — — — Total secured loans $ 307,375 $ 89,315 $ 9,458 $ — $ — $ — $ 406,148 Mezzanine and other Risk rating: Performing loans $ 19,324 $ 3,492 $ 112 $ — $ — $ — $ 22,928 Watch list loans — — — — — — — Workout loans — — — — — — — Total mezzanine and other $ 19,324 $ 3,492 $ 112 $ — $ — $ — $ 22,928 |
Schedule of Financing Receivable, Allowance for Credit Loss | The following table summarizes the Company’s reserve for loan losses (in thousands): June 30, 2021 December 31, 2020 Secured Loans Mezzanine and Other Total Secured Loans Mezzanine and Other Total Reserve for loan losses, beginning of period $ 3,152 $ 7,128 $ 10,280 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings — — — 513 907 1,420 Expected loan losses related to loans sold (1) — (675) (675) (259) (8,135) (8,394) Expected loan losses related to loans transferred to held for sale (2) (498) (7,340) (7,838) — — — Provision for expected loan losses 1,529 902 2,431 2,898 14,356 17,254 Reserve for loan losses, end of period $ 4,183 $ 15 $ 4,198 $ 3,152 $ 7,128 $ 10,280 _______________________________________ (1) Includes two loans sold during the six months ended June 30, 2021 and three loans sold during the year ended December 31, 2020 . (2) Includes two loans held for sale at June 30, 2021. |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, excluding investments classified as discontinued operations (dollars in thousands): Carrying Amount June 30, December 31, Entity (1)(2) Segment Property Count (3) Ownership % (3) 2021 2020 SWF SH JV Other 19 54 $ 352,368 $ 357,581 Life Science JV Life science 1 49 24,505 24,879 Medical Office JVs (4) Medical office 3 20 - 67 9,501 9,673 CCRC JV (5) CCRC — — 2,041 1,581 Other JVs (6) Other — — — 9,157 $ 388,415 $ 402,871 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Excludes the Otay Ranch JV (90% ownership percentage), which is classified as discontinued operations and had an aggregate carrying value of $6 million at December 31, 2020 (see Note 5). In April 2021, the SHOP property in the Otay Ranch JV was sold, resulting in the Company’s share of proceeds of $32 million and a gain on sale of $5 million recognized in equity income (loss) from unconsolidated joint ventures within income (loss) from discontinued operations. (3) Property count and ownership percentage are as of June 30, 2021. (4) Includes three unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%); (ii) Ventures III (30%); and (iii) Suburban Properties, LLC (67%). (5) See Note 3 for a 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. In May 2021, the two remaining CCRCs were sold for $38 million, $19 million of which represents the Company’s 49% interest, resulting in an immaterial gain on sale recorded within equity income (loss) from unconsolidated joint ventures. |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, December 31, Gross intangible lease assets $ 794,423 $ 761,328 Accumulated depreciation and amortization (282,811) (241,411) Intangible assets, net (1) $ 511,612 $ 519,917 Weighted average remaining amortization period in years 6 5 _______________________________________ (1) Excludes intangible assets reported in assets held for sale and discontinued operations, net of $7 million and $25 million as of June 30, 2021 and December 31, 2020, 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 June 30, December 31, Gross intangible lease liabilities $ 197,623 $ 194,565 Accumulated depreciation and amortization (58,507) (50,366) Intangible liabilities, net $ 139,116 $ 144,199 Weighted average remaining amortization period in years 8 8 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Issuances | The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the six months ended June 30, 2021 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Year May 19, 2021 (1) $ 251,806 3.40 % 2025 May 19, 2021 (1) 298,194 4.00 % 2025 February 26, 2021 (2) 188,000 4.25 % 2023 February 26, 2021 (2) 149,000 4.20 % 2024 February 26, 2021 (2) 331,000 3.88 % 2024 January 28, 2021 (2) 112,000 4.25 % 2023 January 28, 2021 (2) 201,000 4.20 % 2024 January 28, 2021 (2) 469,000 3.88 % 2024 _______________________________________ (1) Upon repurchasing a portion of the 3.40% and 4.00% senior unsecured notes due 2025, the Company recognized a $61 million loss on debt extinguishment. (2) Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment. Issue Date Amount Coupon Rate Maturity Year July 12, 2021 $ 450,000 1.35 % 2027 The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2020 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Year July 9, 2020 (1) $ 300,000 3.15 % 2022 June 24, 2020 (2) 250,000 4.25 % 2023 _______________________________________ (1) Upon completing the redemption of all outstanding 3.15% senior unsecured notes due 2022, the Company recognized an $18 million loss on debt extinguishment. (2) Upon repurchasing a portion of the 4.25% senior unsecured notes due 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, 2020 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year June 23, 2020 $ 600,000 2.88 % 2031 |
Summary of Debt Maturities and Schedule Principal Repayments | The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at June 30, 2021 (in thousands): Senior Unsecured Notes (3) Mortgage Debt (4) Year Bank Line of Commercial Paper (1) Term Loan (2) Amount Interest Rate Amount Interest Rate Total 2021 $ — $ — $ — $ — — % $ 10,159 4.86 % $ 10,159 2022 — — — — — % 4,843 3.80 % 4,843 2023 — 720,000 — — — % 89,874 3.80 % 809,874 2024 — — 250,000 — — % 3,050 3.80 % 253,050 2025 — — — 800,000 3.93 % 3,209 3.80 % 803,209 Thereafter — — — 2,950,000 3.68 % 244,889 3.07 % 3,194,889 — 720,000 250,000 3,750,000 356,024 5,076,024 (Discounts), premium and debt costs, net — — (697) (39,028) 2,077 (37,648) — 720,000 249,303 3,710,972 358,101 5,038,376 Debt on assets held for sale and discontinued operations (5) — — — — 37,069 37,069 $ — $ 720,000 $ 249,303 $ 3,710,972 $ 395,170 $ 5,075,445 _______________________________________ (1) Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility. (2) As of June 30, 2021, the Company had $250 million outstanding on the 2019 Term Loan, which was scheduled to mature on May 23, 2024. In July 2021, the Company repaid the $250 million outstanding balance on the 2019 Term Loan. (3) Effective interest rates on the senior unsecured notes range from 3.10% to 6.91% with a weighted average effective interest rate of 3.75% and a weighted average maturity of 8 years. In July 2021, the Company issued $450 million aggregate principal amount of 1.35% senior unsecured notes due 2027 in its inaugural green bond offering. (4) Excluding mortgage debt on assets classified as held for sale and discontinued operations, effective interest rates on the mortgage debt range from 2.42% to 5.91% with a weighted average effective interest rate of 3.28% and a weighted average maturity of 4 years. (5) Represents mortgage debt on an asset held for sale reported in discontinued operations with an interest rate of 3.87% that matures in 2025. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other comprehensive Loss | The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): June 30, December 31, Unrealized gains (losses) on derivatives, net $ — $ (81) Supplemental Executive Retirement Plan minimum liability (3,389) (3,604) Total accumulated other comprehensive income (loss) $ (3,389) $ (3,685) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 Six Months Ended 2021 2020 2021 2020 Numerator Income (loss) from continuing operations $ 168,065 $ 60,341 $ 47,480 $ 207,473 Noncontrolling interests' share in continuing operations (3,535) (3,486) (6,841) (6,949) Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. 164,530 56,855 40,639 200,524 Less: Participating securities' share in continuing operations (287) (375) (2,732) (1,800) Income (loss) from continuing operations applicable to common shares 164,243 56,480 37,907 198,724 Income (loss) from discontinued operations 113,960 (5,292) 383,968 130,116 Noncontrolling interests' share in discontinued operations (2,210) (57) (2,539) (54) Net income (loss) applicable to common shares $ 275,993 $ 51,131 $ 419,336 $ 328,786 Numerator - Dilutive Net income (loss) applicable to common shares $ 275,993 $ 51,131 $ 419,336 $ 328,786 Add: distributions on dilutive convertible units and other 1,540 — — — Dilutive net income (loss) available to common shares $ 277,533 $ 51,131 $ 419,336 $ 328,786 Denominator Basic weighted average shares outstanding 538,929 538,262 538,805 522,427 Dilutive potential common shares - equity awards (1) 264 255 276 263 Dilutive potential common shares - forward equity agreements (2) — — — 808 Dilutive potential common shares - DownREIT conversions 5,501 — — — Diluted weighted average common shares 544,694 538,517 539,081 523,498 Basic earnings (loss) per common share Continuing operations $ 0.30 $ 0.10 $ 0.07 $ 0.38 Discontinued operations 0.21 (0.01) 0.71 0.25 Net income (loss) applicable to common shares $ 0.51 $ 0.09 $ 0.78 $ 0.63 Diluted earnings (loss) per common share Continuing operations $ 0.30 $ 0.10 $ 0.07 $ 0.38 Discontinued operations 0.21 (0.01) 0.71 0.25 Net income (loss) applicable to common shares $ 0.51 $ 0.09 $ 0.78 $ 0.63 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). (2) For the three and six months ended June 30, 2021, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. For the six months ended June 30, 2020, represents the dilutive impact of 32 million shares that were settled during the six months then ended. For the three months ended June 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) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 177,527 $ 165,295 $ 117,308 $ 16,108 $ — $ 476,238 Government grant income (1) — — 87 — — 87 Less: Interest income — — — (16,108) — (16,108) Healthpeak’s share of unconsolidated joint venture total revenues 1,412 710 2,415 16,740 — 21,277 Healthpeak’s share of unconsolidated joint venture government grant income — — — 583 — 583 Noncontrolling interests’ share of consolidated joint venture total revenues (75) (8,825) — — — (8,900) Operating expenses (40,724) (54,648) (94,760) — — (190,132) Healthpeak’s share of unconsolidated joint venture operating expenses (428) (317) (2,208) (12,451) — (15,404) Noncontrolling interests’ share of consolidated joint venture operating expenses 21 2,552 — — — 2,573 Adjustments to NOI (2) (12,366) (2,003) 1,226 (27) — (13,170) Adjusted NOI 125,367 102,764 24,068 4,845 — 257,044 Plus: Adjustments to NOI (2) 12,366 2,003 (1,226) 27 — 13,170 Interest income — — — 16,108 — 16,108 Interest expense (48) (786) (1,924) — (35,923) (38,681) Depreciation and amortization (76,955) (63,371) (31,133) — — (171,459) General and administrative — — — — (24,088) (24,088) Transaction costs 21 35 (657) (18) — (619) Impairments and loan loss reserves — — — (931) — (931) Gain (loss) on sales of real estate, net — 175,238 — — — 175,238 Gain (loss) on debt extinguishments — — — — (60,865) (60,865) Other income (expense), net 28 (175) 165 — 1,716 1,734 Less: Government grant income — — (87) — — (87) Less: Healthpeak’s share of unconsolidated joint venture NOI (984) (393) (207) (4,872) — (6,456) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 54 6,273 — — — 6,327 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 59,849 221,588 (11,001) 15,159 (119,160) 166,435 Income tax benefit (expense) — — — — 763 763 Equity income (loss) from unconsolidated joint ventures 111 137 639 (20) — 867 Income (loss) from continuing operations 59,960 221,725 (10,362) 15,139 (118,397) 168,065 Income (loss) from discontinued operations — — — — 113,960 113,960 Net income (loss) $ 59,960 $ 221,725 $ (10,362) $ 15,139 $ (4,437) $ 282,025 _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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. For the three months ended June 30, 2020: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 138,496 $ 151,844 $ 113,926 $ 4,293 $ — $ 408,559 Government grant income (1) — — 11,871 — — 11,871 Less: Interest income — — — (4,230) — (4,230) Healthpeak’s share of unconsolidated joint venture total revenues — 691 4,781 18,682 — 24,154 Healthpeak’s share of unconsolidated joint venture government grant income — — 534 270 — 804 Noncontrolling interests’ share of consolidated joint venture total revenues (57) (8,347) — — — (8,404) Operating expenses (34,205) (49,355) (94,248) — — (177,808) Healthpeak’s share of unconsolidated joint venture operating expenses — (276) (4,826) (13,681) — (18,783) Noncontrolling interests’ share of consolidated joint venture operating expenses 18 2,507 — — — 2,525 Adjustments to NOI (2) (2,779) (465) 18 99 — (3,127) Adjusted NOI 101,473 96,599 32,056 5,433 — 235,561 Plus: Adjustments to NOI (2) 2,779 465 (18) (99) — 3,127 Interest income — — — 4,230 — 4,230 Interest expense (60) (100) (1,969) — (52,694) (54,823) Depreciation and amortization (52,356) (55,904) (31,426) (5) — (139,691) General and administrative — — — — (23,720) (23,720) Transaction costs (1) — (368) (4) — (373) Impairments and loan loss reserves — (2,119) — (4,718) — (6,837) Gain (loss) on sales of real estate, net — 81,284 — — — 81,284 Gain (loss) on debt extinguishments — — — — (25,824) (25,824) Other income (expense), net — — 14,142 — 3,273 17,415 Less: Government grant income — — (11,871) — — (11,871) Less: Healthpeak’s share of unconsolidated joint venture NOI — (415) (489) (5,271) — (6,175) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 39 5,840 — — — 5,879 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 51,874 125,650 57 (434) (98,965) 78,182 Income tax benefit (expense) — — — — (106) (106) Equity income (loss) from unconsolidated joint ventures — 210 401 (18,346) — (17,735) Income (loss) from continuing operations 51,874 125,860 458 (18,780) (99,071) 60,341 Income (loss) from discontinued operations — — — — (5,292) (5,292) Net income (loss) $ 51,874 $ 125,860 $ 458 $ (18,780) $ (104,363) $ 55,049 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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. For the six months ended June 30, 2021: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 347,461 $ 325,496 $ 233,436 $ 25,121 $ — $ 931,514 Government grant income (1) — — 1,397 — — 1,397 Less: Interest income — — — (25,121) — (25,121) Healthpeak’s share of unconsolidated joint venture total revenues 2,749 1,425 6,903 33,493 — 44,570 Healthpeak’s share of unconsolidated joint venture government grant income — — 199 810 — 1,009 Noncontrolling interests’ share of consolidated joint venture total revenues (140) (17,751) — — — (17,891) Operating expenses (80,185) (105,769) (185,939) — — (371,893) Healthpeak’s share of unconsolidated joint venture operating expenses (853) (611) (6,953) (25,046) — (33,463) Noncontrolling interests’ share of consolidated joint venture operating expenses 41 5,056 — — — 5,097 Adjustments to NOI (2) (24,176) (3,926) 1,246 85 — (26,771) Adjusted NOI 244,897 203,920 50,289 9,342 — 508,448 Plus: Adjustments to NOI (2) 24,176 3,926 (1,246) (85) — 26,771 Interest income — — — 25,121 — 25,121 Interest expense (150) (881) (3,842) — (80,651) (85,524) Depreciation and amortization (145,388) (121,326) (62,283) — — (328,997) General and administrative — — — — (48,990) (48,990) Transaction costs (11) (295) (1,090) (21) — (1,417) Impairments and loan loss reserves — — — (4,173) — (4,173) Gain (loss) on sales of real estate, net — 175,238 — — — 175,238 Gain (loss) on debt extinguishments — — — — (225,157) (225,157) Other income (expense), net 33 (2,454) 2,341 482 3,532 3,934 Less: Government grant income — — (1,397) — — (1,397) Less: Healthpeak’s share of unconsolidated joint venture NOI (1,896) (814) (149) (9,257) — (12,116) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 99 12,695 — — — 12,794 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 121,760 270,009 (17,377) 21,409 (351,266) 44,535 Income tax benefit (expense) — — — — 755 755 Equity income (loss) from unconsolidated joint ventures 18 328 639 1,205 — 2,190 Income (loss) from continuing operations 121,778 270,337 (16,738) 22,614 (350,511) 47,480 Income (loss) from discontinued operations — — — — 383,968 383,968 Net income (loss) $ 121,778 $ 270,337 $ (16,738) $ 22,614 $ 33,457 $ 431,448 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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. For the six months ended June 30, 2020: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 267,379 $ 308,485 $ 205,706 $ 8,043 $ — $ 789,613 Government grant income (1) — — 11,871 — — 11,871 Less: Interest income — — — (7,918) — (7,918) Healthpeak’s share of unconsolidated joint venture total revenues — 1,386 26,428 38,876 — 66,690 Healthpeak’s share of unconsolidated joint venture government grant income — — 534 270 — 804 Noncontrolling interests’ share of consolidated joint venture total revenues (109) (16,987) — — — (17,096) Operating expenses (64,406) (100,049) (250,730) — — (415,185) Healthpeak’s share of unconsolidated joint venture operating expenses — (551) (22,863) (26,959) — (50,373) Noncontrolling interests’ share of consolidated joint venture operating expenses 35 5,107 — — — 5,142 Adjustments to NOI (2) (7,059) (1,459) 91,579 51 — 83,112 Adjusted NOI 195,840 195,932 62,525 12,363 — 466,660 Plus: Adjustments to NOI (2) 7,059 1,459 (91,579) (51) — (83,112) Interest income — — — 7,918 — 7,918 Interest expense (122) (203) (3,273) — (106,916) (110,514) Depreciation and amortization (102,567) (110,571) (51,655) (10) — (264,803) General and administrative — — — — (46,069) (46,069) Transaction costs (1) — (14,842) (93) — (14,936) Impairments and loan loss reserves — (4,825) — (13,119) — (17,944) Gain (loss) on sales of real estate, net — 83,393 — (40) — 83,353 Gain (loss) on debt extinguishments — — — — (24,991) (24,991) Other income (expense), net — — 184,474 41,707 1,887 228,068 Less: Government grant income — — (11,871) — — (11,871) Less: Healthpeak’s share of unconsolidated joint venture NOI — (835) (4,099) (12,187) — (17,121) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 74 11,880 — — — 11,954 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 100,283 176,230 69,680 36,488 (176,089) 206,592 Income tax benefit (expense) (3) — — — — 29,762 29,762 Equity income (loss) from unconsolidated joint ventures — 407 (1,479) (27,809) — (28,881) Income (loss) from continuing operations 100,283 176,637 68,201 8,679 (146,327) 207,473 Income (loss) from discontinued operations — — — — 130,116 130,116 Net income (loss) $ 100,283 $ 176,637 $ 68,201 $ 8,679 $ (16,211) $ 337,589 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (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 quarter ended June 30, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $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. |
Schedule of Reconciliation of Company's Revenues by Segment | The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Six Months Ended Segment 2021 2020 2021 2020 Life science $ 177,527 $ 138,496 $ 347,461 $ 267,379 Medical office 165,295 151,844 325,496 308,485 CCRC 117,308 113,926 233,436 205,706 Other non-reportable 16,108 4,293 25,121 8,043 Total revenues $ 476,238 $ 408,559 $ 931,514 $ 789,613 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information (in thousands): Six Months Ended June 30, 2021 2020 Supplemental cash flow information: Interest paid, net of capitalized interest $ 109,277 $ 104,370 Income taxes paid (refunded) 4,026 164 Capitalized interest 10,867 13,680 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 113,221 117,895 Vesting of restricted stock units and conversion of non-managing member units into common stock 900 4,703 Net noncash impact from the consolidation of previously unconsolidated joint ventures — 323,138 Mortgages assumed with real estate acquisitions — 215,335 Carrying value of mortgages assumed by buyer in real estate dispositions 106,632 — Refundable entrance fees assumed with real estate acquisitions — 307,954 Seller financing provided on disposition of real estate asset 559,745 12,480 ROU asset obtained in exchange for new lease liability related to operating leases 13,157 23,962 The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands): Six Months Ended June 30, 2021 2020 Depreciation and amortization of real estate, in-place lease, and other intangibles $ — $ 102,961 Development, redevelopment, and other major improvements of real estate 4,569 17,816 Leasing costs, tenant improvements, and recurring capital expenditures 2,349 6,520 |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table summarizes cash, cash equivalents and restricted cash (in thousands): Six Months Ended June 30, 2021 2020 2021 2020 2021 2020 Continuing operations Discontinued operations Total Beginning of period: Cash and cash equivalents $ 44,226 $ 80,398 $ 53,085 $ 63,834 $ 97,311 $ 144,232 Restricted cash 67,206 13,385 17,168 27,040 84,374 40,425 Cash, cash equivalents and restricted cash $ 111,432 $ 93,783 $ 70,253 $ 90,874 $ 181,685 $ 184,657 End of period: Cash and cash equivalents $ 96,923 $ 672,078 $ 17,354 $ 58,879 $ 114,277 $ 730,957 Restricted cash 129,052 85,473 974 20,211 130,026 105,684 Cash, cash equivalents and restricted cash $ 225,975 $ 757,551 $ 18,328 $ 79,090 $ 244,303 $ 836,641 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 was as follows (in thousands): VIE Type Asset Type Maximum Loss Exposure and Carrying Amount (1) Continuing operations: CCRC OpCo Investments in and advances to unconsolidated joint ventures $ 1,940 Loans receivable Loans receivable, net 3,045 CMBS and LLC investment Other assets, net 35,999 _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). |
Consolidated Assets and Liabilities of Variable Interest Entities | Total assets and total liabilities include VIE assets and liabilities as follows (in thousands): June 30, December 31, Assets Buildings and improvements $ 2,337,717 $ 2,988,599 Development costs and construction in progress 46,634 85,595 Land 379,376 433,574 Accumulated depreciation and amortization (520,226) (602,491) Net real estate 2,243,501 2,905,277 Accounts receivable, net 6,781 12,009 Cash and cash equivalents 26,970 16,550 Restricted cash 86,642 7,977 Intangible assets, net 102,428 179,027 Assets held for sale and discontinued operations, net 25,411 704,966 Right-of-use asset, net 108,088 95,407 Other assets, net 61,457 59,063 Total assets $ 2,661,278 $ 3,980,276 Liabilities Mortgage debt $ 144,263 $ 39,085 Intangible liabilities, net 20,378 56,467 Liabilities related to assets held for sale and discontinued operations, net 4,560 190,919 Lease liability 97,849 97,605 Accounts payable, accrued liabilities, and other liabilities 52,757 102,391 Deferred revenue 34,427 90,183 Total liabilities $ 354,234 $ 576,650 Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands): June 30, December 31, Assets Buildings and improvements $ 32,173 $ 639,759 Development costs and construction in progress 91 68 Land 2,724 106,209 Accumulated depreciation and amortization (16,096) (57,235) Net real estate 18,892 688,801 Accounts receivable, net 2,368 1,700 Cash and cash equivalents 1,016 6,306 Restricted cash 294 3,124 Right-of-use asset, net 405 1,391 Other assets, net 2,436 3,644 Total assets $ 25,411 $ 704,966 Liabilities Mortgage debt $ — $ 176,702 Lease liability 644 1,392 Accounts payable, accrued liabilities, and other liabilities 3,743 11,003 Deferred revenue 173 1,822 Total liabilities $ 4,560 $ 190,919 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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): June 30, 2021 (3) December 31, 2020 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 429,076 $ 437,632 $ 195,375 $ 201,228 Marketable debt securities (2) 20,673 20,673 20,355 20,355 Interest rate cap assets (2) 244 244 — — Bank line of credit and commercial paper (2) 720,000 720,000 129,590 129,590 Term loan (2) 249,303 249,303 249,182 249,182 Senior unsecured notes (1) 3,710,972 4,169,472 5,697,586 6,517,650 Mortgage debt (2)(4) 358,101 360,296 221,621 221,181 Interest rate swap liabilities (2) — — 81 81 _______________________________________ (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, swaps, and caps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loan, 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 six months ended June 30, 2021 and year ended December 31, 2020, there were no material transfers of financial assets or liabilities within the fair value hierarchy. (4) For the six months ended June 30, 2021 and year ended December 31, 2020, excludes mortgage debt on assets held for sale and discontinued operations of $37 million and $319 million, respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | In April 2021, the Company executed two interest rate cap agreements on its mortgage debt issued in conjunction with the acquisition of the MOB Portfolio (see Note 4). The following table summarizes the Company’s outstanding interest rate cap agreements as of June 30, 2021 (dollars in thousands): Date Entered Maturity Date Hedge Designation Notional Strike Rate Index Fair Value (1) Interest rate: April 2021 (2) May 2024 Non-designated $ 142,100 2.00 % 1 mo. USD-LIBOR-BBA $ 244 _____________________________ (1) Derivative assets are recorded in other assets, net in the consolidated balance sheets. (2) Represents two interest rate cap agreements that manage the Company’s exposure to variable cash flows on certain mortgage debt borrowings by limiting interest rates. |
Accounts Payable, Accrued Lia_2
Accounts Payable, Accrued Liabilities, and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands): June 30, December 31, Refundable entrance fees (1) $ 301,953 $ 317,444 Construction related accrued liabilities 113,221 95,293 Accrued interest 55,373 78,735 Other accounts payable and accrued liabilities 217,911 271,919 Accounts payable, accrued liabilities, and other liabilities $ 688,458 $ 763,391 _______________________________________ (1) At June 30, 2021 and December 31, 2020, unamortized nonrefundable entrance fee liabilities were $485 million and $484 million, respectively, which are recorded within deferred revenue on the Consolidated Balance Sheets. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Government Grant Income (Details) - Government Assistance, CARES Act - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||
Government grant income received | $ 1,099 | $ 14,884 | $ 6,067 | $ 14,884 |
Government grant income recorded in other income (expense), net | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Government grant income received | 87 | 11,871 | 1,397 | 11,871 |
Government grant income recorded in equity income (loss) from unconsolidated joint ventures | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Government grant income received | 584 | 804 | 1,010 | 804 |
Government grant income recorded in income (loss) from discontinued operations | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Government grant income received | $ 428 | $ 2,209 | $ 3,660 | $ 2,209 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect adjustment | $ 7,433,729 | $ 7,316,682 | $ 7,344,572 | $ 7,668,721 | $ 7,813,443 | $ 6,667,474 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect adjustment | [1] | $ (1,524) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Cumulative effect adjustment | $ 2,000 | |||||||
[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. |
Master Transactions and Coope_2
Master Transactions and Cooperation Agreement with Brookdale (Details) | Jan. 31, 2020USD ($)leaseproperty | May 31, 2021USD ($)property | Jan. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Oct. 31, 2019USD ($)property | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)property | Jun. 30, 2021USD ($)assetproperty | Jun. 30, 2020USD ($)property | Dec. 31, 2020USD ($)property |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 15 | ||||||||||
Number of properties acquired | asset | 0 | ||||||||||
Number of properties disposed | property | 18 | ||||||||||
Capital investment | $ 5,000,000 | $ 5,000,000 | |||||||||
Gain upon change of control, net | $ 1,042,000 | $ 169,962,000 | |||||||||
Long-term debt | $ 5,075,445,000 | 5,075,445,000 | |||||||||
Gain on sales of real estate, net | $ 175,238,000 | $ 81,284,000 | $ 175,238,000 | 83,353,000 | |||||||
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 on sales of real estate, net | $ 164,000,000 | ||||||||||
CCRC JV | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 0 | 0 | |||||||||
Investment ownership percentage | 49.00% | 49.00% | 49.00% | 0.00% | 0.00% | 49.00% | |||||
Equity method investments | $ 1,581,000 | $ 2,041,000 | $ 2,041,000 | $ 1,581,000 | |||||||
Proceeds from sale of buildings | $ 19,000,000 | ||||||||||
CCRC JV | Brookedale MTCA | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Interest acquired | 51.00% | ||||||||||
Purchase cost | $ 1,060,000,000 | ||||||||||
Management termination fee | $ 100,000,000 | ||||||||||
Number of assets to be sold | property | 2 | ||||||||||
Proceeds from sale of buildings | $ 38,000,000 | ||||||||||
CCRC JV | Brookedale MTCA | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 15 | ||||||||||
Number of properties acquired | property | 13 | 13 | |||||||||
Equity method investments | $ 323,000,000 | ||||||||||
Real estate and intangible assets | $ 1,800,000,000 | ||||||||||
Refundable entrance fee liabilities | 308,000,000 | ||||||||||
Non-refundable entrance fee liabilities | 436,000,000 | ||||||||||
Long-term debt | 215,000,000 | ||||||||||
Working capital | 48,000,000 | ||||||||||
Cash paid | $ 396,000,000 | ||||||||||
CCRC JV | Brookedale MTCA | Government grant income recorded in other income (expense), net | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Gain upon change of control, net | $ 170,000,000 | ||||||||||
Senior Housing Triple-Net | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of assets to be sold | property | 21 | ||||||||||
Proceeds from sale of buildings | $ 12,000,000 | $ 385,000,000 | $ 428,000,000 | ||||||||
2019 Amended Master Lease | Brookedale MTCA | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Annual rent escalator | 2.40% | ||||||||||
Lessor Asset Under Operating Lease | 2019 Amended Master Lease | Brookedale MTCA | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of properties to be restructured | property | 24 | 24 | |||||||||
Number of leases to be terminated | 1 | 1 | |||||||||
Percent of sales proceeds | 6.50% | ||||||||||
Number of properties to be reallocated | property | 14 | ||||||||||
Future rent | $ 20,000,000 | ||||||||||
Capital investment | $ 35,000,000 | ||||||||||
Capital investment term | 5 years | ||||||||||
Annual percent increase | 7.00% | ||||||||||
Other Non-reportable Segments | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of assets to be sold | property | 1 | ||||||||||
Proceeds from sale of buildings | $ 1,000,000 | ||||||||||
Other Non-reportable Segments | Lessor Asset Under Operating Lease | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 1 | 1 | |||||||||
Other Non-reportable Segments | Lessor Asset Under Operating Lease | Brookedale MTCA | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 13 | ||||||||||
Other Non-reportable Segments | Lessor Asset Under Operating Lease | CCRC JV | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 15 | ||||||||||
Other Non-reportable Segments | Lessor Asset Under Operating Lease | CCRC JV | Brookedale MTCA | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 13 | ||||||||||
Senior Housing Triple-Net | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of assets to be sold | property | 3 | 18 | |||||||||
Senior Housing Triple-Net | Lessor Asset Under Operating Lease | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Property count | property | 43 |
Real Estate Transactions - Real
Real Estate Transactions - Real Estate Investments (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2021USD ($)property | Jun. 30, 2021USD ($)property | Apr. 30, 2021USD ($)property | Feb. 28, 2021USD ($)property | Dec. 31, 2020USD ($)property | Nov. 30, 2020USD ($)property | Oct. 31, 2020USD ($)aproperty | Jul. 31, 2020USD ($)property | Apr. 30, 2020USD ($) | Jun. 30, 2021USD ($)asset | Jun. 30, 2020USD ($) | Dec. 31, 2020asset | |
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | asset | 0 | |||||||||||
Loss from change of control | $ (1,042,000) | $ (169,962,000) | ||||||||||
Debt assumed | $ 5,076,024,000 | $ 5,076,024,000 | ||||||||||
Life science joint ventures | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Investment ownership percentage | 49.00% | 49.00% | ||||||||||
Waldwick | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Investment ownership percentage | 100.00% | |||||||||||
Additional ownership percentage acquired | 15.00% | |||||||||||
Payments to acquire real estate joint ventures | $ 4,000,000 | |||||||||||
Gain from change of control, net | $ 6,000,000 | |||||||||||
Mbk Jv | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Proceeds from divestiture of interest in joint venture | $ 11,000,000 | |||||||||||
Loss from change of control | 16,000,000 | |||||||||||
Debt assumed | 36,000,000 | |||||||||||
San Francisco, California | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Area of land | a | 12 | |||||||||||
Payments to acquire land | $ 128,000,000 | |||||||||||
Number of adjacent sites currently held | property | 2 | |||||||||||
Payments for deposits on real estate acquisitions | $ 10,000,000 | |||||||||||
San Francisco, California | First Tranche | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Payments to acquire land | $ 61,000,000 | |||||||||||
Massachusetts | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Payments to acquire real estate | $ 54,000,000 | |||||||||||
Massachusetts | Life science joint ventures | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Investment ownership percentage | 49.00% | 49.00% | ||||||||||
Medical office | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | asset | 7 | |||||||||||
Medical office | Mortgage Debt | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Amount | $ 142,000,000 | |||||||||||
Medical office | TENNESSEE | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Payments to acquire real estate | $ 13,000,000 | |||||||||||
Medical office | COLORADO | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Payments to acquire real estate | $ 38,000,000 | |||||||||||
Medical office | UNITED STATES | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 14 | |||||||||||
Payments to acquire real estate | $ 371,000,000 | |||||||||||
Medical office | FLORIDA | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Payments to acquire real estate | $ 16,000,000 | |||||||||||
Medical office | Kansas | Subsequent Event | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Payments to acquire real estate | $ 50,000,000 | |||||||||||
Medical office | NEW JERSEY | Subsequent Event | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 3 | |||||||||||
Payments to acquire real estate | $ 155,000,000 | |||||||||||
Medical office | ARIZONA | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Payments to acquire real estate | $ 27,000,000 | |||||||||||
Medical office | Indiana, Missouri, Illinois | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 7 | |||||||||||
Payments to acquire real estate | $ 169,000,000 | |||||||||||
Medical office | T X | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 | |||||||||||
Payments to acquire real estate | $ 34,000,000 | |||||||||||
Life science | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | asset | 3 | |||||||||||
Life science | Massachusetts | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 3 | |||||||||||
Payments to acquire real estate | $ 610,000,000 | $ 320,000,000 | ||||||||||
Land parcel | Mbk Jv | ||||||||||||
Real Estate [Line Items] | ||||||||||||
Number of properties acquired | property | 1 |
Real Estate Transactions - Deve
Real Estate Transactions - Development Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Real Estate [Line Items] | ||||||
Development and redevelopment projects, amount increase | $ 41,000 | |||||
Development commitments | $ 347,000 | 347,000 | ||||
Depreciation and amortization of real estate, in-place lease, and other intangibles | 171,459 | $ 139,691 | 328,997 | $ 264,803 | ||
Decrease to income (loss) from continuing operations | $ (168,065) | $ (60,341) | $ (47,480) | $ (207,473) | ||
Continuing operations basic earnings per share (in dollars per share) | $ (0.30) | $ (0.10) | $ (0.07) | $ (0.38) | ||
Continuing operations diluted earnings per share (in dollars per share) | $ (0.30) | $ (0.10) | $ (0.07) | $ (0.38) | ||
Life science | ||||||
Real Estate [Line Items] | ||||||
Weighted average remaining useful life | 6 years | 15 years | ||||
Depreciation and amortization of real estate, in-place lease, and other intangibles | $ 11,000 | $ 15,000 | ||||
Decrease to income (loss) from continuing operations | $ 11,000 | $ 15,000 | ||||
Continuing operations basic earnings per share (in dollars per share) | $ 0.02 | $ 0.03 | ||||
Continuing operations diluted earnings per share (in dollars per share) | $ 0.02 | $ 0.03 |
Dispositions of Real Estate a_3
Dispositions of Real Estate and Discontinued Operations - Dispositions of Real Estate (Details) | Jan. 31, 2020property | Jun. 30, 2021USD ($)property | May 31, 2021USD ($)property | Apr. 30, 2021USD ($)property | Mar. 31, 2021USD ($)property | Feb. 28, 2021USD ($)property | Jan. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Jun. 30, 2021USD ($)property | Mar. 31, 2021USD ($)property | Jun. 30, 2020USD ($)property | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($)property | Dec. 31, 2020USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net cash provided by financing activities | $ (2,009,272,000) | $ 867,584,000 | ||||||||||||
Gain on sales of real estate, net | $ 175,238,000 | $ 81,284,000 | 175,238,000 | $ 83,353,000 | ||||||||||
Repayments of secured debt | $ 6,000,000 | |||||||||||||
Number of properties disposed | property | 18 | |||||||||||||
Carrying value of mortgages assumed by buyer in real estate dispositions | $ 106,632,000 | $ 0 | ||||||||||||
Number of loans sold | property | 2 | 3 | 2 | 2 | 3 | |||||||||
Mortgage Debt | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets classified as discontinued operations | property | 6 | 2 | 2 | 1 | 2 | 1 | ||||||||
Repayments of secured debt | $ 64,000,000 | $ 39,000,000 | ||||||||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on sales of real estate, net | $ 10,000,000 | 83,000,000 | 247,000,000 | $ 283,000,000 | ||||||||||
Discontinued Operations | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on sales of real estate, net | 7,000,000 | 2,000,000 | 164,000,000 | $ 193,000,000 | ||||||||||
Brookedale MTCA | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain on sales of real estate, net | $ 164,000,000 | |||||||||||||
Number of properties disposed | property | 18 | 18 | ||||||||||||
Sunrise Senior Housing Portfolio | SHOP | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net cash provided by financing activities | 410,000,000 | |||||||||||||
Capital expenditure funding, amount committed | $ 56,000,000 | 92,000,000 | ||||||||||||
Capital expenditure funding, amount funded | $ 0 | |||||||||||||
Oakmont SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Carrying value of mortgages assumed by buyer in real estate dispositions | $ 107,000,000 | |||||||||||||
Oakmont SHOP Portfolio | Mortgage Debt | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of properties disposed | property | 4 | |||||||||||||
Senior housing triple-net | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 21 | |||||||||||||
Proceeds from sale of buildings | 12,000,000 | 385,000,000 | $ 428,000,000 | |||||||||||
Senior housing triple-net | Brookdale Triple Net Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | 510,000,000 | |||||||||||||
Gain on sales of real estate, net | 169,000,000 | |||||||||||||
Senior housing triple-net | HRA Triple Net Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | $ 132,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 33,000,000 | |||||||||||||
Senior housing triple-net | Aegis NNN Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | $ 358,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 228,000,000 | |||||||||||||
SHOP | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | 230,000,000 | $ 44,000,000 | $ 28,000,000 | $ 64,000,000 | 190,000,000 | |||||||||
Net cash provided by financing activities | 150,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 59,000,000 | $ (16,000,000) | $ 7,000,000 | |||||||||||
SHOP | Oakmont SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | $ 564,000,000 | |||||||||||||
Gain on sales of real estate, net | 80,000,000 | |||||||||||||
SHOP | Discovery SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | 334,000,000 | |||||||||||||
Gain on sales of real estate, net | 9,000,000 | |||||||||||||
Proceeds from sale of loans and preferred equity method investments | 21,000,000 | |||||||||||||
SHOP | Sonata SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | 64,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 3,000,000 | |||||||||||||
SHOP | Atria SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 12 | |||||||||||||
Proceeds from sale of buildings | $ 312,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 39,000,000 | |||||||||||||
Medical office | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | 136,000,000 | |||||||||||||
MOB Land Parcels | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | $ 3,000,000 | |||||||||||||
SHOP | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 16 | 6 | 2 | 1 | 9 | 23 | ||||||||
Proceeds from sale of buildings | $ 5,000,000 | |||||||||||||
SHOP | Sunrise Senior Housing Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 2 | 32 | ||||||||||||
Proceeds from sale of buildings | $ 664,000,000 | |||||||||||||
Net cash provided by financing activities | $ 410,000,000 | |||||||||||||
Gain on sales of real estate, net | $ (7,000,000) | |||||||||||||
SHOP | Oakmont SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 12 | |||||||||||||
SHOP | Discovery SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 10 | |||||||||||||
Gain on sales of real estate, net | $ 0 | |||||||||||||
Number of preferred equity method investments sold | property | 2 | |||||||||||||
SHOP | Discovery SHOP Portfolio | Secured Loans | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of loans sold | property | 2 | |||||||||||||
SHOP | Sonata SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 5 | |||||||||||||
SHOP | SLC SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 7 | |||||||||||||
Repayments of secured debt | $ 70,000,000 | |||||||||||||
SHOP | SLC SHOP Portfolio | Definitive Agreement Four | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of buildings | 113,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 1,000,000 | |||||||||||||
SHOP | Atria SHOP Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 4 | |||||||||||||
Net cash provided by financing activities | $ 61,000,000 | |||||||||||||
Senior housing triple-net | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 3 | 18 | ||||||||||||
Senior housing triple-net | Sunrise Senior Housing Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 2 | |||||||||||||
Proceeds from sale of buildings | $ 80,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 22,000,000 | |||||||||||||
Senior housing triple-net | Brookdale Triple Net Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 24 | |||||||||||||
Senior housing triple-net | HRA Triple Net Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 8 | |||||||||||||
Senior housing triple-net | Aegis NNN Portfolio | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 10 | |||||||||||||
Medical Office, Hospital | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 1 | |||||||||||||
Proceeds from sale of buildings | $ 226,000,000 | |||||||||||||
Gain on sales of real estate, net | $ 172,000,000 | |||||||||||||
Medical office | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 4 | 3 | 3 | 11 | ||||||||||
Proceeds from sale of buildings | $ 21,000,000 | $ 106,000,000 | $ 106,000,000 | |||||||||||
Medical office | San Diego | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 3 | |||||||||||||
MOB Land Parcels | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 2 | |||||||||||||
Other Non-reportable Segments | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of assets to be sold | property | 1 | |||||||||||||
Proceeds from sale of buildings | $ 1,000,000 |
Dispositions of Real Estate a_4
Dispositions of Real Estate and Discontinued Operations - Assets and Liabilities for Discontinued Operations (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)propertyloan | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | |
Real estate: | ||||||
Cash and cash equivalents | $ 17,354 | $ 58,879 | $ 17,354 | $ 58,879 | $ 53,085 | $ 63,834 |
Restricted cash | 974 | 20,211 | 974 | 20,211 | 17,168 | $ 27,040 |
Intangible assets, net | 7,000 | 7,000 | 25,000 | |||
Total assets of discontinued operations, net | 246,807 | 246,807 | 2,626,306 | |||
LIABILITIES | ||||||
Total liabilities of discontinued operations, net(2) | 65,272 | 65,272 | 415,737 | |||
Allowance for doubtful accounts receivable | 4,951 | 4,951 | 5,873 | |||
Right-of-use asset | 215,303 | 215,303 | 192,349 | |||
Financing receivable, after allowance for credit loss | 429,076 | 429,076 | 195,375 | |||
Deferred revenue | 777,687 | 777,687 | 774,316 | |||
Mortgage Debt | ||||||
LIABILITIES | ||||||
Debt instrument, periodic payment | 1,000 | 1,000 | 3,000 | 2,000 | ||
Held-for-sale | ||||||
Real estate: | ||||||
Buildings and improvements | 106,495 | 106,495 | 2,553,254 | |||
Development costs and construction in progress | 11,255 | 11,255 | 21,509 | |||
Land | 24,215 | 24,215 | 355,803 | |||
Accumulated depreciation and amortization | (42,999) | (42,999) | (615,708) | |||
Net real estate | 98,966 | 98,966 | 2,314,858 | |||
Investments in and advances to unconsolidated joint ventures | 0 | 0 | 5,842 | |||
Accounts receivable, net of allowance of $4,951 and $5,873 | 10,928 | 10,928 | 20,500 | |||
Cash and cash equivalents | 17,354 | 17,354 | 53,085 | |||
Restricted cash | 974 | 974 | 17,168 | |||
Intangible assets, net | 6,596 | 6,596 | 24,541 | |||
Right-of-use asset, net | 104 | 104 | 4,109 | |||
Other assets, net | 29,908 | 29,908 | 103,965 | |||
Total assets of discontinued operations, net | 164,830 | 164,830 | 2,544,068 | |||
Assets held for sale, net | 81,977 | 81,977 | 82,238 | |||
Assets held for sale and discontinued operations, net | 246,807 | 246,807 | 2,626,306 | |||
LIABILITIES | ||||||
Mortgage debt(4) | 37,069 | 37,069 | 318,876 | |||
Lease liability | 104 | 104 | 3,189 | |||
Accounts payable, accrued liabilities, and other liabilities | 26,564 | 26,564 | 79,411 | |||
Deferred revenue | 797 | 797 | 11,442 | |||
Total liabilities of discontinued operations, net(2) | 64,534 | 64,534 | 412,918 | |||
Liabilities related to assets held for sale, net | 738 | 738 | 2,819 | |||
Liabilities related to assets held for sale and discontinued operations, net | 65,272 | 65,272 | 415,737 | |||
Goodwill | 22,000 | 22,000 | 29,000 | |||
Net real estate assets | 26,000 | 26,000 | 73,000 | |||
Right-of-use asset | 3,000 | $ 3,000 | ||||
Number of loans receivable | loan | 2 | |||||
Financing receivable, after allowance for credit loss | $ 53,000 | $ 53,000 | ||||
Deferred revenue | $ 2,000 | |||||
Held-for-sale | Senior housing triple-net | ||||||
LIABILITIES | ||||||
Number of properties classified as held for sale | property | 4 | 4 | 41 | |||
Held-for-sale | SHOP | ||||||
LIABILITIES | ||||||
Number of properties classified as held for sale | property | 8 | 8 | 97 | |||
Held-for-sale | Senior Housing Operating Portfolio Joint Venture | ||||||
LIABILITIES | ||||||
Number of properties classified as held for sale | property | 1 | |||||
Held-for-sale | Medical office | ||||||
LIABILITIES | ||||||
Number of properties classified as held for sale | property | 4 | 4 | 6 | |||
Discontinued Operations | Mortgage Debt | ||||||
LIABILITIES | ||||||
Debt instrument, periodic payment | $ 241,000 | $ 1,000 | $ 281,000 | $ 6,000 |
Dispositions of Real Estate a_5
Dispositions of Real Estate and Discontinued Operations - Schedule of Results of Discontinued Operations (Details) - Held-for-sale - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Rental and related revenues | $ 1,613 | $ 24,110 | $ 6,841 | $ 56,481 |
Resident fees and services | 30,273 | 155,771 | 103,270 | 327,496 |
Total revenues | 31,886 | 179,881 | 110,111 | 383,977 |
Interest expense | 1,177 | 2,727 | 3,853 | 5,412 |
Depreciation and amortization | 0 | 38,797 | 0 | 102,961 |
Operating | 33,647 | 138,033 | 105,165 | 276,669 |
Transaction costs | 0 | 254 | 76 | 539 |
Impairments and loan loss reserves (recoveries), net | 10,995 | 17,213 | 10,995 | 45,229 |
Total costs and expenses | 45,819 | 197,024 | 120,089 | 430,810 |
Gain (loss) on sales of real estate, net | 122,238 | 1,579 | 381,900 | 164,379 |
Other income (expense), net | 128 | 2,171 | 6,012 | 2,126 |
Total other income (expense), net | 122,366 | 3,750 | 387,912 | 166,505 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 108,433 | (13,393) | 377,934 | 119,672 |
Income tax benefit (expense) | 302 | 7,452 | 1,124 | 10,628 |
Equity income (loss) from unconsolidated joint ventures | 5,225 | 649 | 4,910 | (184) |
Income (loss) from discontinued operations | $ 113,960 | $ (5,292) | $ 383,968 | $ 130,116 |
Dispositions of Real Estate a_6
Dispositions of Real Estate and Discontinued Operations - Dispositions of Real Estate (Details) $ / item in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($)property | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($)$ / itemproperty | Dec. 31, 2020USD ($) | |
Real Estate [Line Items] | |||||
Impairment of real estate | $ 19,000,000 | $ 50,000,000 | |||
Deferred tax assets, valuation allowance | $ 34,000,000 | $ 34,000,000 | $ 33,000,000 | ||
Minimum | |||||
Real Estate [Line Items] | |||||
Impairment calculation, price per unit | $ / item | 35 | ||||
Maximum | |||||
Real Estate [Line Items] | |||||
Impairment calculation, price per unit | $ / item | 238 | ||||
Weighted Average | |||||
Real Estate [Line Items] | |||||
Impairment calculation, price per unit | $ / item | 90 | ||||
Discontinued Operations | |||||
Real Estate [Line Items] | |||||
Impairment of real estate | 17,000,000 | $ 45,000,000 | |||
Impairments 2021 | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | 20,000,000 | 20,000,000 | |||
Real estate held-for-sale | 16,000,000 | 16,000,000 | |||
Impairments 2020, Group One | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | 108,000,000 | 108,000,000 | |||
Real estate held-for-sale | 89,000,000 | 89,000,000 | |||
Impairments 2020, Group Two | |||||
Real Estate [Line Items] | |||||
Real estate investment property, aggregate carrying value before impairment | 231,000,000 | 231,000,000 | |||
Real estate held-for-sale | $ 181,000,000 | $ 181,000,000 | |||
SHOP | |||||
Real Estate [Line Items] | |||||
Impairment of real estate | $ 4,000,000 | $ 4,000,000 | |||
Number of real estate properties impaired | property | 1 | 12 | 1 | 20 | |
Senior housing triple-net | |||||
Real Estate [Line Items] | |||||
Number of real estate properties impaired | property | 2 | 4 | |||
Goodwill, impairment loss | $ 0 | $ 0 | |||
Senior housing triple-net | Held-for-sale | |||||
Real Estate [Line Items] | |||||
Goodwill, impairment loss | $ 7,000,000 | $ 7,000,000 | |||
Medical office | |||||
Real Estate [Line Items] | |||||
Number of real estate properties impaired | property | 1 | 2 | |||
Undeveloped MOB land parcel | |||||
Real Estate [Line Items] | |||||
Number of real estate properties impaired | property | 1 | 1 |
Leases - Lease Income (Details)
Leases - Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Interest and Other Income [Abstract] | ||||
Fixed income from operating leases | $ 268,290 | $ 231,569 | $ 531,246 | $ 457,795 |
Variable income from operating leases | 72,352 | 56,684 | 137,368 | 112,775 |
Interest income from direct financing leases | $ 2,180 | $ 2,150 | $ 4,343 | $ 5,419 |
Leases - Direct Financing Lease
Leases - Direct Financing Leases (Details) $ in Thousands | Jun. 30, 2021USD ($)property | Dec. 31, 2020USD ($) |
Lessor, Lease, Description [Line Items] | ||
Present value of minimum lease payments receivable | $ 5,579 | $ 9,804 |
Present value of estimated residual value | 44,706 | 44,706 |
Less deferred selling profits | (5,579) | (9,804) |
Net investment in direct financing leases | $ 44,706 | $ 44,706 |
Properties subject to direct financing leases | property | 1 | |
Medical office | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | $ 45,000 |
Leases - Direct Financing Lea_2
Leases - Direct Financing Lease Sale and Conversion (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Proceeds from sale of lease receivable | $ 82 |
Gain on sale of direct financing lease | $ 42 |
Leases - Rent Deferrals (Detail
Leases - Rent Deferrals (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessor, Lease, Description [Line Items] | |||
Rent deferred during the period | $ 0 | $ 0 | |
Medical Office | |||
Lessor, Lease, Description [Line Items] | |||
Rent deferred during the period | $ 6,000,000 | ||
Life Science | |||
Lessor, Lease, Description [Line Items] | |||
Rent deferred during the period | $ 1,000,000 |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Unamortized discounts, fees, and costs | $ (6,398) | $ (222) | |
Reserve for loan losses | (4,198) | (10,280) | $ 0 |
Loans receivable, net | 429,076 | 195,375 | |
Remaining loans receivable commitments | 61,000 | 11,000 | |
Secured loans | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, gross | 416,729 | 161,530 | |
Mezzanine and other | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, gross | $ 22,943 | $ 44,347 |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($)property | May 31, 2021USD ($)property | Apr. 30, 2021USD ($)property | Jan. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Nov. 30, 2020USD ($)property | Jun. 30, 2021USD ($)property | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($)property | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($)property | Dec. 31, 2020USD ($)property | Jan. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | Oct. 31, 2019property | |
Loans Receivable: | |||||||||||||||||
Net cash provided by financing activities | $ (2,009,272,000) | $ 867,584,000 | |||||||||||||||
Reduction of gain on sale of real estate | $ (175,238,000) | $ (81,284,000) | (175,238,000) | (83,353,000) | |||||||||||||
Gain (loss) on sales of real estate, net | $ 175,238,000 | 81,284,000 | $ 175,238,000 | 83,353,000 | |||||||||||||
Number of loans held for sale | property | 2 | 2 | 2 | ||||||||||||||
Financing receivable, after allowance for credit loss | $ 429,076,000 | $ 195,375,000 | $ 429,076,000 | $ 429,076,000 | $ 195,375,000 | ||||||||||||
Reserves for loans receivable | 4,198,000 | 10,280,000 | 4,198,000 | 4,198,000 | 10,280,000 | $ 0 | |||||||||||
Loss on sale of financing receivable | $ (42,000,000) | ||||||||||||||||
Property count | property | 15 | ||||||||||||||||
Credit loss reserve on unfunded loan commitments | 200,000 | 1,000,000 | 200,000 | 200,000 | 1,000,000 | ||||||||||||
Credit loss expenses | 1,000,000 | $ 5,000,000 | 4,000,000 | $ 13,000,000 | |||||||||||||
Sunrise Senior Housing Portfolio | SHOP | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Net cash provided by financing activities | $ 410,000,000 | ||||||||||||||||
Capital expenditure funding, amount committed | 56,000,000 | $ 92,000,000 | |||||||||||||||
Capital expenditure funding, cost of capital, percent committed | 65.00% | ||||||||||||||||
Capital expenditure funding, amount funded | 0 | ||||||||||||||||
Secured Loans | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Reserves for loans receivable | 4,183,000 | 3,152,000 | 4,183,000 | 4,183,000 | 3,152,000 | $ 0 | |||||||||||
Secured mortgage loans | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Financing receivable, gross | $ 416,729,000 | $ 161,530,000 | $ 416,729,000 | $ 416,729,000 | $ 161,530,000 | ||||||||||||
SHOP | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 16 | 6 | 2 | 1 | 9 | 23 | |||||||||||
Proceeds from sale of buildings | $ 5,000,000 | ||||||||||||||||
SHOP | Sunrise Senior Housing Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 2 | 32 | |||||||||||||||
Proceeds from sale of buildings | $ 664,000,000 | ||||||||||||||||
Net cash provided by financing activities | 410,000,000 | ||||||||||||||||
Proceeds from the collection of loans receivable | $ 246,000,000 | ||||||||||||||||
Reduction of gain on sale of real estate | 7,000,000 | ||||||||||||||||
Gain (loss) on sales of real estate, net | $ (7,000,000) | ||||||||||||||||
SHOP | Atria SHOP Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 4 | ||||||||||||||||
Net cash provided by financing activities | $ 61,000,000 | ||||||||||||||||
SHOP | Discovery SHOP Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 10 | ||||||||||||||||
Reduction of gain on sale of real estate | $ 0 | ||||||||||||||||
Gain (loss) on sales of real estate, net | $ 0 | ||||||||||||||||
SHOP | Atria SHOP Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 4 | ||||||||||||||||
Proceeds from sale of buildings | $ 94,000,000 | ||||||||||||||||
Net cash provided by financing activities | $ 61,000,000 | ||||||||||||||||
SHOP | Secured Loans | Discovery SHOP Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of loans held for sale | property | 2 | ||||||||||||||||
Loss on sale of financing receivable | $ 0 | ||||||||||||||||
Other non-reportable | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 1 | ||||||||||||||||
Proceeds from sale of buildings | $ 1,000,000 | ||||||||||||||||
Secured Loans | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of loans held for sale | property | 1 | ||||||||||||||||
Financing receivable, gross | $ 10,000,000 | ||||||||||||||||
Loss on sale of financing receivable | 2,000,000 | ||||||||||||||||
Proceeds from sale of receivables | $ 8,000,000 | ||||||||||||||||
Secured mortgage loans | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of loans held for sale | property | 2 | 1 | 2 | 2 | 1 | ||||||||||||
Financing receivable, gross | $ 64,000,000 | $ 115,000,000 | $ 64,000,000 | $ 64,000,000 | $ 115,000,000 | ||||||||||||
Decrease in financing receivable | 11,000,000 | ||||||||||||||||
Financing receivable, after allowance for credit loss | 53,000,000 | 53,000,000 | 53,000,000 | ||||||||||||||
Reserves for loans receivable | 8,000,000 | 8,000,000 | 8,000,000 | ||||||||||||||
Loss on sale of financing receivable | 6,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||
Proceeds from sale of receivables | $ 109,000,000 | ||||||||||||||||
Principal repayments received | $ 10,000,000 | ||||||||||||||||
Number of loans receivable | property | 1 | ||||||||||||||||
Secured mortgage loans | Subsequent Event | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Principal repayments received | $ 8,000,000 | ||||||||||||||||
Brookedale MTCA | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Reduction of gain on sale of real estate | (164,000,000) | ||||||||||||||||
Gain (loss) on sales of real estate, net | 164,000,000 | ||||||||||||||||
Lessor Asset Under Operating Lease | Other non-reportable | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Property count | property | 1 | 1 | |||||||||||||||
Lessor Asset Under Operating Lease | Brookedale MTCA | Other non-reportable | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Property count | property | 13 | ||||||||||||||||
SHOP | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Proceeds from sale of buildings | 230,000,000 | 44,000,000 | $ 28,000,000 | $ 64,000,000 | $ 190,000,000 | ||||||||||||
Net cash provided by financing activities | 150,000,000 | ||||||||||||||||
Reduction of gain on sale of real estate | (59,000,000) | $ 16,000,000 | (7,000,000) | ||||||||||||||
Loans receivable, market rate | 5.25% | ||||||||||||||||
Non-cash interest income | 9,000,000 | $ 0 | 10,000,000 | $ 0 | |||||||||||||
Gain (loss) on sales of real estate, net | $ 59,000,000 | $ (16,000,000) | 7,000,000 | ||||||||||||||
SHOP | Minimum | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Loans receivable, stated interest rate | 3.50% | ||||||||||||||||
Interest income, amortization period | 1 year | ||||||||||||||||
SHOP | Maximum | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Loans receivable, stated interest rate | 4.50% | ||||||||||||||||
Interest income, amortization period | 3 years | ||||||||||||||||
SHOP | Atria SHOP Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Number of assets to be sold | property | 12 | ||||||||||||||||
Proceeds from sale of buildings | $ 312,000,000 | ||||||||||||||||
Reduction of gain on sale of real estate | (39,000,000) | ||||||||||||||||
Gain (loss) on sales of real estate, net | 39,000,000 | ||||||||||||||||
SHOP | Discovery SHOP Portfolio | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Proceeds from sale of buildings | 334,000,000 | ||||||||||||||||
Reduction of gain on sale of real estate | (9,000,000) | ||||||||||||||||
Gain (loss) on sales of real estate, net | $ 9,000,000 | ||||||||||||||||
CCRC JV | Brookedale MTCA | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Property count | property | 15 | ||||||||||||||||
CCRC JV | Lessor Asset Under Operating Lease | Other non-reportable | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Property count | property | 15 | ||||||||||||||||
CCRC JV | Lessor Asset Under Operating Lease | Brookedale MTCA | Other non-reportable | |||||||||||||||||
Loans Receivable: | |||||||||||||||||
Financing receivable, after allowance for credit loss | $ 22,000,000 | $ 23,000,000 | $ 22,000,000 | $ 22,000,000 | $ 23,000,000 | $ 30,000,000 | |||||||||||
Property count | property | 13 |
Loans Receivable - Schedule o_2
Loans Receivable - Schedule of Loans Receivable by Origination Year (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Secured loans | |
Loans Receivable: | |
2021 | $ 307,375 |
2020 | 89,315 |
2019 | 9,458 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 406,148 |
Mezzanine and other | |
Loans Receivable: | |
2021 | 19,324 |
2020 | 3,492 |
2019 | 112 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 22,928 |
Performing loans | Secured loans | |
Loans Receivable: | |
2021 | 307,375 |
2020 | 89,315 |
2019 | 9,458 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 406,148 |
Performing loans | Mezzanine and other | |
Loans Receivable: | |
2021 | 19,324 |
2020 | 3,492 |
2019 | 112 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 22,928 |
Watch list loans | Secured loans | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 0 |
Watch list loans | Mezzanine and other | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 0 |
Workout loans | Secured loans | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 0 |
Workout loans | Mezzanine and other | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | $ 0 |
Loans Receivable - Schedule o_3
Loans Receivable - Schedule of Reserve for Loan Losses (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)property | Dec. 31, 2020USD ($)property | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | $ 10,280 | $ 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 0 | 1,420 |
Expected loan losses related to loans sold | (675) | (8,394) |
Expected loan losses related to loans transferred to held for sale | (7,838) | 0 |
Provision for expected loan losses | 2,431 | 17,254 |
Reserve for loan losses, end of period | $ 4,198 | $ 10,280 |
Number of loans sold | property | 2 | 3 |
Number of loans held for sale | property | 2 | |
Secured Loans | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | $ 3,152 | $ 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 0 | 513 |
Expected loan losses related to loans sold | 0 | (259) |
Expected loan losses related to loans transferred to held for sale | (498) | 0 |
Provision for expected loan losses | 1,529 | 2,898 |
Reserve for loan losses, end of period | 4,183 | 3,152 |
Mezzanine and Other | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | 7,128 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 0 | 907 |
Expected loan losses related to loans sold | (675) | (8,135) |
Expected loan losses related to loans transferred to held for sale | (7,340) | 0 |
Provision for expected loan losses | 902 | 14,356 |
Reserve for loan losses, end of period | $ 15 | $ 7,128 |
Investments in and Advances t_3
Investments in and Advances to Unconsolidated Joint Ventures (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 31, 2021USD ($)property | Apr. 30, 2021USD ($)property | Jan. 31, 2021property | Jun. 30, 2021USD ($)propertyjoint_venture | Jun. 30, 2020property | Jun. 30, 2021USD ($)propertyjoint_venture | Jun. 30, 2020property | Dec. 31, 2020USD ($)propertyjoint_venture | Jan. 31, 2020property | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 15 | ||||||||
Investments in and advances to unconsolidated joint ventures | $ | $ 388,415 | $ 388,415 | $ 402,871 | ||||||
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 | 19 | |||||||
Investment ownership percentage | 54.00% | 54.00% | |||||||
Equity method investments | $ | $ 352,368 | $ 352,368 | $ 357,581 | ||||||
Life science joint ventures | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 1 | 1 | |||||||
Investment ownership percentage | 49.00% | 49.00% | |||||||
Equity method investments | $ | $ 24,505 | $ 24,505 | 24,879 | ||||||
Medical Office JVs | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 3 | 3 | |||||||
Equity method investments | $ | $ 9,501 | $ 9,501 | $ 9,673 | ||||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 3 | 3 | |||||||
Medical Office JVs | Minimum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 20.00% | 20.00% | |||||||
Medical Office JVs | Maximum | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 67.00% | 67.00% | |||||||
HCP Ventures IV, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 20.00% | 20.00% | |||||||
HCP Ventures III, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 30.00% | 30.00% | |||||||
Suburban Properties, LLC | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 67.00% | 67.00% | |||||||
CCRC JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 0 | 0 | |||||||
Investment ownership percentage | 49.00% | 0.00% | 0.00% | 49.00% | 49.00% | ||||
Equity method investments | $ | $ 2,041 | $ 2,041 | $ 1,581 | ||||||
Proceeds from sale of buildings | $ | $ 19,000 | ||||||||
Other JVs | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 0 | 0 | |||||||
Investment ownership percentage | 0.00% | 0.00% | |||||||
Equity method investments | $ | $ 0 | $ 0 | $ 9,157 | ||||||
Otay Ranch | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from sale of equity method investments | $ | $ 32,000 | ||||||||
Otay Ranch | Discontinued Operations | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Gain on sale of unconsolidated joint venture | $ | $ 5,000 | ||||||||
Otay Ranch | Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment ownership percentage | 90.00% | ||||||||
Equity method investments | $ | $ 6,000 | ||||||||
Discovery Naples JV and Discovery Sarasota JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 2 | ||||||||
Brookedale MTCA | CCRC JV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of assets to be sold | property | 2 | ||||||||
Proceeds from sale of buildings | $ | $ 38,000 | ||||||||
Other non-reportable | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of assets to be sold | property | 1 | ||||||||
Proceeds from sale of buildings | $ | $ 1,000 | ||||||||
Other non-reportable | Lessor Asset Under Operating Lease | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 1 | ||||||||
Other non-reportable | Brookedale MTCA | Lessor Asset Under Operating Lease | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Property count | property | 13 | ||||||||
SHOP | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of assets to be sold | property | 16 | 6 | 2 | 1 | 9 | 23 | |||
Proceeds from sale of buildings | $ | $ 5,000 | ||||||||
SHOP | Discovery SHOP Portfolio | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of assets to be sold | property | 10 | ||||||||
Number of preferred equity method investments sold | property | 2 |
Intangibles - Intangibles Lease
Intangibles - Intangibles Lease Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangibles [Abstract] | ||
Gross intangible lease assets | $ 794,423 | $ 761,328 |
Accumulated depreciation and amortization | (282,811) | (241,411) |
Intangible assets, net | $ 511,612 | $ 519,917 |
Weighted average remaining amortization period in years | 6 years | 5 years |
Intangibles - Intangibles Lea_2
Intangibles - Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangibles [Abstract] | ||
Gross intangible lease liabilities | $ 197,623 | $ 194,565 |
Accumulated depreciation and amortization | (58,507) | (50,366) |
Intangible liabilities, net | $ 139,116 | $ 144,199 |
Weighted average remaining amortization period in years | 8 years | 8 years |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 7 | $ 25 |
Weighted average remaining amortization period in years | 6 years | 5 years |
Weighted average remaining amortization period in years | 8 years | 8 years |
Brookedale MTCA | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 44 | $ 352 |
Intangible liabilities acquired | $ 6 | $ 83 |
Weighted average remaining amortization period in years | 9 years | 7 years |
Weighted average remaining amortization period in years | 7 years | 9 years |
Debt - Bank Line of Credit and
Debt - Bank Line of Credit and Term Loans (Details) | May 23, 2019USD ($)renewal_option | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument | ||||
Balance outstanding | $ 720,000,000 | $ 129,590,000 | ||
Weighted-average interest rate (as a percent) | 0.24% | 0.30% | ||
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 | $ 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 | ||||
Weighted-average interest rate (as a percent) | 1.09% | |||
Amount | $ 250,000,000 | |||
Bank Line of Credit | 2019 Term Loan | Subsequent Event | ||||
Debt Instrument | ||||
Repayment of 2019 term loan | $ 250,000,000 | |||
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) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Mar. 31, 2021 | |
Debt Instrument | ||||
Debt instrument, term | 1 month | 1 month | ||
Weighted-average interest rate (as a percent) | 0.24% | 0.30% | ||
Commercial Paper Program | ||||
Debt Instrument | ||||
Maximum outstanding amount capacity | $ 1,250,000,000 | $ 1,000,000,000 | ||
Borrowings | $ 720,000,000 | $ 130,000,000 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) | May 04, 2021 | Feb. 26, 2021 | Jul. 09, 2020 | Jun. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 12, 2021 | May 19, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Jun. 23, 2020 |
Debt Instrument | |||||||||||||
Principal balance on debt | $ 5,076,024,000 | $ 5,076,024,000 | |||||||||||
Loss on extinguishment of debt | 60,865,000 | $ 25,824,000 | 225,157,000 | $ 24,991,000 | |||||||||
Senior unsecured note issuances | 3,710,972,000 | 3,710,972,000 | $ 5,697,586,000 | ||||||||||
Senior Unsecured Note | |||||||||||||
Debt Instrument | |||||||||||||
Principal balance on debt | 3,750,000,000 | 3,750,000,000 | |||||||||||
Senior unsecured note issuances | $ 0 | $ 0 | |||||||||||
Senior Unsecured Note | Unsecured Note 3.400 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 251,806,000 | ||||||||||||
Coupon Rate | 3.40% | 3.40% | |||||||||||
Senior Unsecured Note | Unsecured Note 4.000 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 298,194,000 | ||||||||||||
Coupon Rate | 4.00% | 4.00% | |||||||||||
Senior Unsecured Note | Unsecured Note 4.250 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 188,000,000 | $ 250,000,000 | $ 112,000,000 | ||||||||||
Coupon Rate | 4.25% | 4.25% | 4.25% | ||||||||||
Loss on extinguishment of debt | $ 26,000,000 | ||||||||||||
Senior Unsecured Note | Unsecured Note 4.200 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 149,000,000 | $ 201,000,000 | |||||||||||
Coupon Rate | 4.20% | 4.20% | |||||||||||
Senior Unsecured Note | Unsecured Note 3.880 Percent | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 331,000,000 | $ 469,000,000 | |||||||||||
Coupon Rate | 3.88% | 3.88% | |||||||||||
Senior Unsecured Note | Senior Notes Due 2026 | |||||||||||||
Debt Instrument | |||||||||||||
Loss on extinguishment of debt | $ 61,000,000 | ||||||||||||
Senior Unsecured Note | Senior Notes Due 2023 and 2024 | |||||||||||||
Debt Instrument | |||||||||||||
Loss on extinguishment of debt | $ 164,000,000 | ||||||||||||
Senior Unsecured Note | 2031 Notes | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 600,000,000 | ||||||||||||
Coupon Rate | 2.88% | ||||||||||||
Senior Unsecured Note | Unsecured note 3.150 percent | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 300,000,000 | ||||||||||||
Coupon Rate | 3.15% | ||||||||||||
Loss on extinguishment of debt | $ 18,000,000 | ||||||||||||
Senior Unsecured Note | Unsecured note 3.150 percent | Subsequent Event | |||||||||||||
Debt Instrument | |||||||||||||
Amount | $ 450,000,000 | ||||||||||||
Coupon Rate | 1.35% |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($)facility | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)facility | Jun. 30, 2020USD ($) | Apr. 30, 2021USD ($) | Dec. 31, 2020USD ($)facility | |
Debt Instrument | ||||||
Principal balance on debt | $ 5,076,024,000 | $ 5,076,024,000 | ||||
Weighted-average interest rate (as a percent) | 0.24% | 0.24% | 0.30% | |||
Medical office | Mortgage Debt | ||||||
Debt Instrument | ||||||
Amount | $ 142,000,000 | |||||
Weighted-average interest rate (as a percent) | 2.60% | |||||
Mortgage Debt | ||||||
Debt Instrument | ||||||
Principal balance on debt | $ 356,024,000 | $ 356,024,000 | $ 217,000,000 | |||
Number of healthcare facilities used to secure debt (in facilities) | facility | 19 | 19 | 6 | |||
Debt instrument, collateral, healthcare facilities carrying value | $ 845,000,000 | $ 845,000,000 | $ 517,000,000 | |||
Debt instrument, periodic payment | $ 1,000,000 | $ 1,000,000 | $ 3,000,000 | $ 2,000,000 | ||
Weighted-average interest rate (as a percent) | 3.28% | 3.28% |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jun. 30, 2021 | Jul. 12, 2021 | Dec. 31, 2020 | Jul. 09, 2020 | |
Debt Instrument | |||||
2021 | $ 10,159,000 | ||||
2022 | 4,843,000 | ||||
2023 | 809,874,000 | ||||
2024 | 253,050,000 | ||||
2025 | 803,209,000 | ||||
Thereafter | 3,194,889,000 | ||||
Total debt before discount, net | 5,076,024,000 | ||||
(Discounts), premium and debt costs, net | (37,648,000) | ||||
Long-term debt, net assets held for sale | 5,038,376,000 | ||||
Long-term debt | $ 5,075,445,000 | ||||
Weighted-average interest rate (as a percent) | 0.24% | 0.30% | |||
Held-for-sale | |||||
Debt Instrument | |||||
Debt on assets held for sale and discontinued operations | $ 37,069,000 | ||||
Bank Line of Credit | |||||
Debt Instrument | |||||
2021 | 0 | ||||
2022 | 0 | ||||
2023 | 0 | ||||
2024 | 0 | ||||
2025 | 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 | 2019 Term Loan | |||||
Debt Instrument | |||||
Amount | $ 250,000,000 | ||||
Weighted-average interest rate (as a percent) | 1.09% | ||||
Bank Line of Credit | 2019 Term Loan | Subsequent Event | |||||
Debt Instrument | |||||
Repayment of 2019 term loan | $ 250,000,000 | ||||
Bank Line of Credit | Held-for-sale | |||||
Debt Instrument | |||||
Debt on assets held for sale and discontinued operations | $ 0 | ||||
Commercial Paper | |||||
Debt Instrument | |||||
2021 | 0 | ||||
2022 | 0 | ||||
2023 | 720,000,000 | ||||
2024 | 0 | ||||
2025 | 0 | ||||
Thereafter | 0 | ||||
Total debt before discount, net | 720,000,000 | ||||
(Discounts), premium and debt costs, net | 0 | ||||
Long-term debt, net assets held for sale | 720,000,000 | ||||
Long-term debt | 720,000,000 | ||||
Commercial Paper | Held-for-sale | |||||
Debt Instrument | |||||
Debt on assets held for sale and discontinued operations | 0 | ||||
Term Loan | |||||
Debt Instrument | |||||
2021 | 0 | ||||
2022 | 0 | ||||
2023 | 0 | ||||
2024 | 250,000,000 | ||||
2025 | 0 | ||||
Thereafter | 0 | ||||
Total debt before discount, net | 250,000,000 | ||||
(Discounts), premium and debt costs, net | (697,000) | ||||
Long-term debt, net assets held for sale | 249,303,000 | ||||
Long-term debt | 249,303,000 | ||||
Term Loan | Held-for-sale | |||||
Debt Instrument | |||||
Debt on assets held for sale and discontinued operations | 0 | ||||
Senior Unsecured Note | |||||
Debt Instrument | |||||
2021 | 0 | ||||
2022 | 0 | ||||
2023 | 0 | ||||
2024 | 0 | ||||
2025 | 800,000,000 | ||||
Thereafter | 2,950,000,000 | ||||
Total debt before discount, net | 3,750,000,000 | ||||
(Discounts), premium and debt costs, net | (39,028,000) | ||||
Long-term debt, net assets held for sale | 3,710,972,000 | ||||
Long-term debt | $ 3,710,972,000 | ||||
Weighted-average interest rate (as a percent) | 3.75% | ||||
Weighted-average maturity | 8 years | ||||
Senior Unsecured Note | Interest Rate 2021 (six months) | |||||
Debt Instrument | |||||
Interest Rate | 0.00% | ||||
Senior Unsecured Note | Interest Rate 2022 | |||||
Debt Instrument | |||||
Interest Rate | 0.00% | ||||
Senior Unsecured Note | Interest Rate 2023 | |||||
Debt Instrument | |||||
Interest Rate | 0.00% | ||||
Senior Unsecured Note | Interest Rate 2024 | |||||
Debt Instrument | |||||
Interest Rate | 0.00% | ||||
Senior Unsecured Note | Interest Rate 2025 | |||||
Debt Instrument | |||||
Interest Rate | 3.93% | ||||
Senior Unsecured Note | Interest Rate Thereafter | |||||
Debt Instrument | |||||
Interest Rate | 3.68% | ||||
Senior Unsecured Note | Unsecured note 3.150 percent | |||||
Debt Instrument | |||||
Amount | $ 300,000,000 | ||||
Interest Rate | 3.15% | ||||
Senior Unsecured Note | Unsecured note 3.150 percent | Subsequent Event | |||||
Debt Instrument | |||||
Amount | $ 450,000,000 | ||||
Interest Rate | 1.35% | ||||
Senior Unsecured Note | Held-for-sale | |||||
Debt Instrument | |||||
Debt on assets held for sale and discontinued operations | $ 0 | ||||
Senior Unsecured Note | Minimum | |||||
Debt Instrument | |||||
Interest Rate | 3.10% | ||||
Senior Unsecured Note | Maximum | |||||
Debt Instrument | |||||
Interest Rate | 6.91% | ||||
Mortgage Debt | |||||
Debt Instrument | |||||
2021 | $ 10,159,000 | ||||
2022 | 4,843,000 | ||||
2023 | 89,874,000 | ||||
2024 | 3,050,000 | ||||
2025 | 3,209,000 | ||||
Thereafter | 244,889,000 | ||||
Total debt before discount, net | 356,024,000 | $ 217,000,000 | |||
(Discounts), premium and debt costs, net | 2,077,000 | ||||
Long-term debt, net assets held for sale | 358,101,000 | ||||
Long-term debt | $ 395,170,000 | ||||
Weighted-average interest rate (as a percent) | 3.28% | ||||
Weighted-average maturity | 4 years | ||||
Mortgage Debt | Interest Rate 2021 (six months) | |||||
Debt Instrument | |||||
Interest Rate | 4.86% | ||||
Mortgage Debt | Interest Rate 2022 | |||||
Debt Instrument | |||||
Interest Rate | 3.80% | ||||
Mortgage Debt | Interest Rate 2023 | |||||
Debt Instrument | |||||
Interest Rate | 3.80% | ||||
Mortgage Debt | Interest Rate 2024 | |||||
Debt Instrument | |||||
Interest Rate | 3.80% | ||||
Mortgage Debt | Interest Rate 2025 | |||||
Debt Instrument | |||||
Interest Rate | 3.80% | ||||
Mortgage Debt | Interest Rate Thereafter | |||||
Debt Instrument | |||||
Interest Rate | 3.07% | ||||
Mortgage Debt | Held-for-sale | |||||
Debt Instrument | |||||
Debt on assets held for sale and discontinued operations | $ 37,069,000 | ||||
Mortgage Debt | Held-for-sale | Debt Maturing In 2027 | |||||
Debt Instrument | |||||
Interest Rate | 3.87% | ||||
Mortgage Debt | Minimum | |||||
Debt Instrument | |||||
Interest Rate | 2.42% | ||||
Mortgage Debt | Maximum | |||||
Debt Instrument | |||||
Interest Rate | 5.91% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 30, 2021property |
Indemnification Agreement | |
Loss Contingencies [Line Items] | |
Number of properties may be contributed in the agreement | 29 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 29, 2021 | Apr. 30, 2021 | May 31, 2021 | Nov. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Class of Stock [Line Items] | |||||||||
Dividends declared (in dollars per share) | $ 0.30 | $ 0.37 | $ 0.60 | $ 0.74 | |||||
Dividends paid (in dollars per share) | $ 0.30 | $ 0.37 | $ 0.60 | $ 0.74 | |||||
Issuance of common stock, net | $ (43) | $ 767 | $ 1,060,000 | $ 1,044 | $ 1,065,389 | ||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Dividends declared (in dollars per share) | $ 0.30 | ||||||||
2020 ATM Program | |||||||||
Class of Stock [Line Items] | |||||||||
ATM aggregate amount authorized | $ 1,250,000 | $ 1,500,000 | |||||||
ATM aggregate amount remaining | $ 1,500,000 | ||||||||
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) | 2,000,000 | ||||||||
Forward equity sales agreement, initial net price (in usd per share) | $ 35.23 | ||||||||
2019 ATM Program, Settled | |||||||||
Class of Stock [Line Items] | |||||||||
Share settlement (in shares) | 16,800,000 | ||||||||
Weighted average settlement price (in usd per share) | $ 31.38 | ||||||||
Issuance of common stock, net | $ 528,000 | ||||||||
Issuance of common stock, net (in shares) | 0 | ||||||||
Remainder outstanding (in shares) | 0 | 0 | 0 | 0 | |||||
ATM Direct Issuances | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of common stock, net (in shares) | 0 | 0 | 0 | 0 | |||||
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 | ||||||||
Issuance of common stock, net | $ 534,000 | ||||||||
Issuance of common stock, net (in shares) | 0 | 0 | |||||||
Weighted average net price (in usd per share) | $ 34.18 |
Equity - AOCI (Details)
Equity - AOCI (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Loss | ||
Unrealized gains (losses) on derivatives, net | $ 0 | $ (81) |
Supplemental Executive Retirement Plan minimum liability | (3,389) | (3,604) |
Total accumulated other comprehensive income (loss) | $ (3,389) | $ (3,685) |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 0 | 0 | 808,000 |
Dilutive potential common shares - DownREIT conversions (in shares) | 5,501,000 | 0 | 0 | 0 |
Common shares attributable to DownREIT conversions, total (in shares) | 7,000,000 | |||
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) | 7,000,000 | 7,000,000 | 7,000,000 |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||
Income (loss) from continuing operations | $ 168,065 | $ 60,341 | $ 47,480 | $ 207,473 |
Noncontrolling interests' share in continuing operations | (3,535) | (3,486) | (6,841) | (6,949) |
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. | 164,530 | 56,855 | 40,639 | 200,524 |
Less: Participating securities' share in continuing operations | (287) | (375) | (2,732) | (1,800) |
Income (loss) from continuing operations applicable to common shares | 164,243 | 56,480 | 37,907 | 198,724 |
Income (loss) from discontinued operations | 113,960 | (5,292) | 383,968 | 130,116 |
Noncontrolling interests' share in discontinued operations | (2,210) | (57) | (2,539) | (54) |
Net income (loss) applicable to common shares | 275,993 | 51,131 | 419,336 | 328,786 |
Add: distributions on dilutive convertible units and other | 1,540 | 0 | 0 | 0 |
Dilutive net income (loss) available to common shares | $ 277,533 | $ 51,131 | $ 419,336 | $ 328,786 |
Denominator | ||||
Basic weighted average shares outstanding (in shares) | 538,929,000 | 538,262,000 | 538,805,000 | 522,427,000 |
Dilutive potential common shares - equity awards (in shares) | 264,000 | 255,000 | 276,000 | 263,000 |
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 0 | 0 | 808,000 |
Dilutive potential common shares - DownREIT conversions (in shares) | 5,501,000 | 0 | 0 | 0 |
Diluted weighted average common shares (in shares) | 544,694,000 | 538,517,000 | 539,081,000 | 523,498,000 |
Basic earnings (loss) per common share | ||||
Continuing operations (in dollars per share) | $ 0.30 | $ 0.10 | $ 0.07 | $ 0.38 |
Discontinued operations (in dollars per share) | 0.21 | (0.01) | 0.71 | 0.25 |
Net income (loss) applicable to common shares (in dollars per share) | 0.51 | 0.09 | 0.78 | 0.63 |
Diluted earnings (loss) per common share | ||||
Continuing operations (in dollars per share) | 0.30 | 0.10 | 0.07 | 0.38 |
Discontinued operations (in dollars per share) | 0.21 | (0.01) | 0.71 | 0.25 |
Net income (loss) applicable to common shares (in dollars per share) | $ 0.51 | $ 0.09 | $ 0.78 | $ 0.63 |
Outstanding equity awards (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Forward sales agreements that have been settled (in shares) | 0 | 0 | 0 | 32,000,000 |
Segment Disclosures - Summary I
Segment Disclosures - Summary Information for the Reportable Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020property | Jan. 31, 2020property | |
Segment Disclosure | ||||||
Property count | property | 15 | |||||
Tax benefit recognized in conjunction with internal restructuring activities | $ 52,000 | |||||
Tax benefit recognized from CARES Act | 3,600 | |||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | $ 476,238 | 408,559 | $ 931,514 | $ 789,613 | ||
Government grant income | 87 | 11,871 | 1,397 | 11,871 | ||
Less: Interest income | (16,108) | (4,230) | (25,121) | (7,918) | ||
Healthpeak’s share of unconsolidated joint venture total revenues | 21,277 | 24,154 | 44,570 | 66,690 | ||
Healthpeak’s share of unconsolidated joint venture government grant income | 583 | 804 | 1,009 | 804 | ||
Noncontrolling interests’ share of consolidated joint venture total revenues | (8,900) | (8,404) | (17,891) | (17,096) | ||
Operating expenses | (190,132) | (177,808) | (371,893) | (415,185) | ||
Healthpeak’s share of unconsolidated joint venture operating expenses | (15,404) | (18,783) | (33,463) | (50,373) | ||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 2,573 | 2,525 | 5,097 | 5,142 | ||
Adjustments to NOI | (13,170) | (3,127) | (26,771) | 83,112 | ||
Adjusted NOI | 257,044 | 235,561 | 508,448 | 466,660 | ||
Plus: Adjustments to NOI | 13,170 | 3,127 | 26,771 | (83,112) | ||
Interest income | 16,108 | 4,230 | 25,121 | 7,918 | ||
Interest expense | (38,681) | (54,823) | (85,524) | (110,514) | ||
Depreciation and amortization | (171,459) | (139,691) | (328,997) | (264,803) | ||
General and administrative | (24,088) | (23,720) | (48,990) | (46,069) | ||
Transaction costs | (619) | (373) | (1,417) | (14,936) | ||
Impairments and loan loss reserves | (931) | (6,837) | (4,173) | (17,944) | ||
Gain (loss) on sales of real estate, net | 175,238 | 81,284 | 175,238 | 83,353 | ||
Gain (loss) on debt extinguishments | (60,865) | (25,824) | (225,157) | (24,991) | ||
Other income (expense), net | 1,734 | 17,415 | 3,934 | 228,068 | ||
Less: Government grant income | (87) | (11,871) | (1,397) | (11,871) | ||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (6,456) | (6,175) | (12,116) | (17,121) | ||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 6,327 | 5,879 | 12,794 | 11,954 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 166,435 | 78,182 | 44,535 | 206,592 | ||
Income tax benefit (expense) | 763 | (106) | 755 | 29,762 | ||
Equity income (loss) from unconsolidated joint ventures | 867 | (17,735) | 2,190 | (28,881) | ||
Income (loss) from continuing operations | 168,065 | 60,341 | 47,480 | 207,473 | ||
Income (loss) from discontinued operations | 113,960 | (5,292) | 383,968 | 130,116 | ||
Net income (loss) | 282,025 | 55,049 | 431,448 | 337,589 | ||
Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 476,238 | 408,559 | 931,514 | 789,613 | ||
Corporate Non-segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Government grant income | 0 | 0 | 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 | 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 | (35,923) | (52,694) | (80,651) | (106,916) | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||
General and administrative | (24,088) | (23,720) | (48,990) | (46,069) | ||
Transaction costs | 0 | 0 | 0 | 0 | ||
Impairments and loan loss reserves | 0 | 0 | 0 | 0 | ||
Gain (loss) on sales of real estate, net | 0 | 0 | 0 | 0 | ||
Gain (loss) on debt extinguishments | (60,865) | (25,824) | (225,157) | (24,991) | ||
Other income (expense), net | 1,716 | 3,273 | 3,532 | 1,887 | ||
Less: Government grant income | 0 | 0 | 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 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (119,160) | (98,965) | (351,266) | (176,089) | ||
Income tax benefit (expense) | 763 | (106) | 755 | 29,762 | ||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | 0 | 0 | ||
Income (loss) from continuing operations | (118,397) | (99,071) | (350,511) | (146,327) | ||
Income (loss) from discontinued operations | 113,960 | (5,292) | 383,968 | 130,116 | ||
Net income (loss) | (4,437) | (104,363) | 33,457 | (16,211) | ||
Life Science | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Depreciation and amortization | (11,000) | (15,000) | ||||
Income (loss) from continuing operations | (11,000) | (15,000) | ||||
Life Science | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 177,527 | 138,496 | 347,461 | 267,379 | ||
Government grant income | 0 | 0 | 0 | 0 | ||
Less: Interest income | 0 | 0 | 0 | 0 | ||
Healthpeak’s share of unconsolidated joint venture total revenues | 1,412 | 0 | 2,749 | 0 | ||
Healthpeak’s share of unconsolidated joint venture government grant income | 0 | 0 | 0 | 0 | ||
Noncontrolling interests’ share of consolidated joint venture total revenues | (75) | (57) | (140) | (109) | ||
Operating expenses | (40,724) | (34,205) | (80,185) | (64,406) | ||
Healthpeak’s share of unconsolidated joint venture operating expenses | (428) | 0 | (853) | 0 | ||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 21 | 18 | 41 | 35 | ||
Adjustments to NOI | (12,366) | (2,779) | (24,176) | (7,059) | ||
Adjusted NOI | 125,367 | 101,473 | 244,897 | 195,840 | ||
Plus: Adjustments to NOI | 12,366 | 2,779 | 24,176 | 7,059 | ||
Interest income | 0 | 0 | 0 | 0 | ||
Interest expense | (48) | (60) | (150) | (122) | ||
Depreciation and amortization | (76,955) | (52,356) | (145,388) | (102,567) | ||
General and administrative | 0 | 0 | 0 | 0 | ||
Transaction costs | 21 | (1) | (11) | (1) | ||
Impairments and loan loss reserves | 0 | 0 | 0 | 0 | ||
Gain (loss) on sales of real estate, net | 0 | 0 | 0 | 0 | ||
Gain (loss) on debt extinguishments | 0 | 0 | 0 | 0 | ||
Other income (expense), net | 28 | 0 | 33 | 0 | ||
Less: Government grant income | 0 | 0 | 0 | 0 | ||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (984) | 0 | (1,896) | 0 | ||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 54 | 39 | 99 | 74 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 59,849 | 51,874 | 121,760 | 100,283 | ||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | 111 | 0 | 18 | 0 | ||
Income (loss) from continuing operations | 59,960 | 51,874 | 121,778 | 100,283 | ||
Income (loss) from discontinued operations | 0 | 0 | 0 | 0 | ||
Net income (loss) | 59,960 | 51,874 | 121,778 | 100,283 | ||
Medical Office | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 165,295 | 151,844 | 325,496 | 308,485 | ||
Government grant income | 0 | 0 | 0 | 0 | ||
Less: Interest income | 0 | 0 | 0 | 0 | ||
Healthpeak’s share of unconsolidated joint venture total revenues | 710 | 691 | 1,425 | 1,386 | ||
Healthpeak’s share of unconsolidated joint venture government grant income | 0 | 0 | 0 | 0 | ||
Noncontrolling interests’ share of consolidated joint venture total revenues | (8,825) | (8,347) | (17,751) | (16,987) | ||
Operating expenses | (54,648) | (49,355) | (105,769) | (100,049) | ||
Healthpeak’s share of unconsolidated joint venture operating expenses | (317) | (276) | (611) | (551) | ||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 2,552 | 2,507 | 5,056 | 5,107 | ||
Adjustments to NOI | (2,003) | (465) | (3,926) | (1,459) | ||
Adjusted NOI | 102,764 | 96,599 | 203,920 | 195,932 | ||
Plus: Adjustments to NOI | 2,003 | 465 | 3,926 | 1,459 | ||
Interest income | 0 | 0 | 0 | 0 | ||
Interest expense | (786) | (100) | (881) | (203) | ||
Depreciation and amortization | (63,371) | (55,904) | (121,326) | (110,571) | ||
General and administrative | 0 | 0 | 0 | 0 | ||
Transaction costs | 35 | 0 | (295) | 0 | ||
Impairments and loan loss reserves | 0 | (2,119) | 0 | (4,825) | ||
Gain (loss) on sales of real estate, net | 175,238 | 81,284 | 175,238 | 83,393 | ||
Gain (loss) on debt extinguishments | 0 | 0 | 0 | 0 | ||
Other income (expense), net | (175) | 0 | (2,454) | 0 | ||
Less: Government grant income | 0 | 0 | 0 | 0 | ||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (393) | (415) | (814) | (835) | ||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 6,273 | 5,840 | 12,695 | 11,880 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 221,588 | 125,650 | 270,009 | 176,230 | ||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | 137 | 210 | 328 | 407 | ||
Income (loss) from continuing operations | 221,725 | 125,860 | 270,337 | 176,637 | ||
Income (loss) from discontinued operations | 0 | 0 | 0 | 0 | ||
Net income (loss) | 221,725 | 125,860 | 270,337 | 176,637 | ||
CCRC | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 117,308 | 113,926 | 233,436 | 205,706 | ||
Government grant income | 87 | 11,871 | 1,397 | 11,871 | ||
Less: Interest income | 0 | 0 | 0 | 0 | ||
Healthpeak’s share of unconsolidated joint venture total revenues | 2,415 | 4,781 | 6,903 | 26,428 | ||
Healthpeak’s share of unconsolidated joint venture government grant income | 0 | 534 | 199 | 534 | ||
Noncontrolling interests’ share of consolidated joint venture total revenues | 0 | 0 | 0 | 0 | ||
Operating expenses | (94,760) | (94,248) | (185,939) | (250,730) | ||
Healthpeak’s share of unconsolidated joint venture operating expenses | (2,208) | (4,826) | (6,953) | (22,863) | ||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||
Adjustments to NOI | 1,226 | 18 | 1,246 | 91,579 | ||
Adjusted NOI | 24,068 | 32,056 | 50,289 | 62,525 | ||
Plus: Adjustments to NOI | (1,226) | (18) | (1,246) | (91,579) | ||
Interest income | 0 | 0 | 0 | 0 | ||
Interest expense | (1,924) | (1,969) | (3,842) | (3,273) | ||
Depreciation and amortization | (31,133) | (31,426) | (62,283) | (51,655) | ||
General and administrative | 0 | 0 | 0 | 0 | ||
Transaction costs | (657) | (368) | (1,090) | (14,842) | ||
Impairments and loan loss reserves | 0 | 0 | 0 | 0 | ||
Gain (loss) on sales of real estate, net | 0 | 0 | 0 | 0 | ||
Gain (loss) on debt extinguishments | 0 | 0 | 0 | 0 | ||
Other income (expense), net | 165 | 14,142 | 2,341 | 184,474 | ||
Less: Government grant income | (87) | (11,871) | (1,397) | (11,871) | ||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (207) | (489) | (149) | (4,099) | ||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 0 | 0 | 0 | 0 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (11,001) | 57 | (17,377) | 69,680 | ||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | 639 | 401 | 639 | (1,479) | ||
Income (loss) from continuing operations | (10,362) | 458 | (16,738) | 68,201 | ||
Income (loss) from discontinued operations | 0 | 0 | 0 | 0 | ||
Net income (loss) | (10,362) | 458 | (16,738) | 68,201 | ||
Other non-reportable | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 16,108 | 4,293 | 25,121 | 8,043 | ||
Government grant income | 0 | 0 | 0 | 0 | ||
Less: Interest income | (16,108) | (4,230) | (25,121) | (7,918) | ||
Healthpeak’s share of unconsolidated joint venture total revenues | 16,740 | 18,682 | 33,493 | 38,876 | ||
Healthpeak’s share of unconsolidated joint venture government grant income | 583 | 270 | 810 | 270 | ||
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 | (12,451) | (13,681) | (25,046) | (26,959) | ||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 0 | 0 | 0 | 0 | ||
Adjustments to NOI | (27) | 99 | 85 | 51 | ||
Adjusted NOI | 4,845 | 5,433 | 9,342 | 12,363 | ||
Plus: Adjustments to NOI | 27 | (99) | (85) | (51) | ||
Interest income | 16,108 | 4,230 | 25,121 | 7,918 | ||
Interest expense | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 0 | (5) | 0 | (10) | ||
General and administrative | 0 | 0 | 0 | 0 | ||
Transaction costs | (18) | (4) | (21) | (93) | ||
Impairments and loan loss reserves | (931) | (4,718) | (4,173) | (13,119) | ||
Gain (loss) on sales of real estate, net | 0 | 0 | 0 | (40) | ||
Gain (loss) on debt extinguishments | 0 | 0 | 0 | 0 | ||
Other income (expense), net | 0 | 0 | 482 | 41,707 | ||
Less: Government grant income | 0 | 0 | 0 | 0 | ||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (4,872) | (5,271) | (9,257) | (12,187) | ||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 0 | 0 | 0 | 0 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 15,159 | (434) | 21,409 | 36,488 | ||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | (20) | (18,346) | 1,205 | (27,809) | ||
Income (loss) from continuing operations | 15,139 | (18,780) | 22,614 | 8,679 | ||
Income (loss) from discontinued operations | 0 | 0 | 0 | 0 | ||
Net income (loss) | $ 15,139 | $ (18,780) | $ 22,614 | $ 8,679 | ||
Lessor Asset Under Operating Lease | Other non-reportable | ||||||
Segment Disclosure | ||||||
Property count | property | 1 |
Segment Disclosures - Revenues
Segment Disclosures - Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Disclosure | ||||
Total revenues | $ 476,238 | $ 408,559 | $ 931,514 | $ 789,613 |
Operating segment | ||||
Segment Disclosure | ||||
Total revenues | 476,238 | 408,559 | 931,514 | 789,613 |
Operating segment | Life science | ||||
Segment Disclosure | ||||
Total revenues | 177,527 | 138,496 | 347,461 | 267,379 |
Operating segment | Medical office | ||||
Segment Disclosure | ||||
Total revenues | 165,295 | 151,844 | 325,496 | 308,485 |
Operating segment | CCRC | ||||
Segment Disclosure | ||||
Total revenues | 117,308 | 113,926 | 233,436 | 205,706 |
Operating segment | Other non-reportable | ||||
Segment Disclosure | ||||
Total revenues | $ 16,108 | $ 4,293 | $ 25,121 | $ 8,043 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental cash flow information: | ||
Interest paid, net of capitalized interest | $ 109,277 | $ 104,370 |
Income taxes paid (refunded) | 4,026 | 164 |
Capitalized interest | 10,867 | 13,680 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued construction costs | 113,221 | 117,895 |
Vesting of restricted stock units and conversion of non-managing member units into common stock | 900 | 4,703 |
Net noncash impact from the consolidation of previously unconsolidated joint ventures | 0 | 323,138 |
Mortgages assumed with real estate acquisitions | 0 | 215,335 |
Carrying value of mortgages assumed by buyer in real estate dispositions | 106,632 | 0 |
Refundable entrance fees assumed with real estate acquisitions | 0 | 307,954 |
Seller financing provided on disposition of real estate asset | 559,745 | 12,480 |
ROU asset obtained in exchange for new lease liability related to operating leases | $ 13,157 | $ 23,962 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Summary of Cash Flow Information Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Depreciation and amortization of real estate, in-place lease, and other intangibles | $ 171,459 | $ 139,691 | $ 328,997 | $ 264,803 |
Development, redevelopment, and other major improvements of real estate | 281,829 | 391,230 | ||
Leasing costs, tenant improvements, and recurring capital expenditures | 43,132 | 40,572 | ||
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Depreciation and amortization of real estate, in-place lease, and other intangibles | 0 | 102,961 | ||
Development, redevelopment, and other major improvements of real estate | 4,569 | 17,816 | ||
Leasing costs, tenant improvements, and recurring capital expenditures | $ 2,349 | $ 6,520 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Continuing operations | ||||
Cash and cash equivalents | $ 96,923 | $ 44,226 | $ 672,078 | $ 80,398 |
Restricted cash | 129,052 | 67,206 | 85,473 | 13,385 |
Cash, cash equivalents and restricted cash | 225,975 | 111,432 | 757,551 | 93,783 |
Discontinued operations | ||||
Cash and cash equivalents | 17,354 | 53,085 | 58,879 | 63,834 |
Restricted cash | 974 | 17,168 | 20,211 | 27,040 |
Cash, cash equivalents and restricted cash | 18,328 | 70,253 | 79,090 | 90,874 |
Cash and cash equivalents, total | 114,277 | 97,311 | 730,957 | 144,232 |
Restricted cash, total | 130,026 | 84,374 | 105,684 | 40,425 |
Cash, cash equivalents and restricted cash, total | $ 244,303 | $ 181,685 | $ 836,641 | $ 184,657 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Millions | Dec. 31, 2020USD ($)joint_ventureloantenantpropertyinvestment | Jan. 31, 2020property | Jun. 30, 2021joint_venturepropertyloan | May 31, 2021property | Apr. 30, 2021property | Jan. 31, 2021property | Jun. 30, 2021joint_venturepropertyloan | Jun. 30, 2020property | Jun. 30, 2021joint_ventureassetpropertyloanfacility | Jun. 30, 2020property | Dec. 31, 2020USD ($)joint_venturepropertyassetloantenant |
Variable Interest Entity [Line Items] | |||||||||||
Number of investments in senior housing development joint ventures | investment | 2 | ||||||||||
Number of loans sold | 3 | 2 | 2 | 2 | 3 | ||||||
Number of properties disposed | 18 | ||||||||||
Term of facility | 1 month | 1 month | |||||||||
Number of properties acquired | asset | 0 | ||||||||||
Exchange accommodation titleholder, real estate, carrying value | $ | $ 813 | $ 813 | |||||||||
Brookedale MTCA | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of properties disposed | 18 | 18 | |||||||||
CCRC JV | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Investment ownership percentage | 49.00% | 49.00% | 0.00% | 49.00% | 0.00% | 0.00% | 49.00% | ||||
CCRC JV | Brookedale MTCA | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 2 | ||||||||||
VIE tenant - operating leases | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of properties leased (in properties) | 2 | 2 | |||||||||
Number of VIE tenants (in tenants) | tenant | 1 | 1 | |||||||||
Unconsolidated Variable Interest Entities | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 4 | 1 | 1 | 1 | 4 | ||||||
Number of VIE borrowers with marketable debt securities (in joint ventures) | joint_venture | 1 | 1 | 1 | 1 | 1 | ||||||
Number of loans to VIE borrowers (in loans) | loan | 1 | 1 | 1 | 1 | 1 | ||||||
Number of properties leased (in properties) | 2 | 2 | |||||||||
Hcp Ventures V | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
VIE ownership percentage | 51.00% | ||||||||||
Life science joint ventures | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
VIE ownership percentage | 99.00% | ||||||||||
MSREI JV | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
VIE ownership percentage | 51.00% | ||||||||||
Consolidated Lessees VIE | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of properties leased (in properties) | 3 | 3 | 3 | ||||||||
DownREIT Partnerships | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of controlling ownership interest entities as a managing member | joint_venture | 7 | ||||||||||
SHOP | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 16 | 6 | 2 | 1 | 9 | 23 | |||||
SHOP | Sunrise Senior Housing Portfolio | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 2 | 32 | |||||||||
SHOP | Discovery SHOP Portfolio | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 10 | ||||||||||
Number of preferred equity method investments sold | 2 | ||||||||||
SHOP | Discovery SHOP Portfolio | Secured Loans | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of loans sold | 2 | ||||||||||
Senior Housing Triple-Net | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 3 | 18 | |||||||||
Senior Housing Triple-Net | Sunrise Senior Housing Portfolio | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 2 | ||||||||||
Senior Housing Triple-Net | Loans receivable | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of properties disposed | facility | 7 | ||||||||||
Term of facility | 5 years | ||||||||||
Medical office | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 4 | 3 | 3 | 11 | |||||||
Number of properties acquired | asset | 7 | ||||||||||
Medical Office, Hospital | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of assets to be sold | 1 | ||||||||||
Number of properties acquired | asset | 1 | ||||||||||
Life science | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Number of properties acquired | asset | 3 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
CCRC OpCo | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 1,940 |
Loans receivable | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 3,045 |
CMBS and LLC investment | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 35,999 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated Assets and Liabilities of VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||||
Buildings and improvements | $ 11,543,657 | $ 11,048,433 | ||
Development costs and construction in progress | 711,772 | 613,182 | ||
Land | 1,966,665 | 1,867,278 | ||
Accumulated depreciation and amortization | (2,618,101) | (2,409,135) | ||
Net real estate | 11,603,993 | 11,119,758 | ||
Accounts receivable, net | 41,814 | 42,269 | ||
Cash and cash equivalents | 96,923 | 44,226 | $ 672,078 | $ 80,398 |
Intangible assets, net | 511,612 | 519,917 | ||
Assets held for sale and discontinued operations, net | 246,807 | 2,626,306 | ||
Right-of-use asset, net | 215,303 | 192,349 | ||
Other assets, net | 624,669 | 665,106 | ||
Total assets | 14,332,370 | 15,920,089 | ||
Liabilities | ||||
Mortgage debt | 358,101 | 221,621 | ||
Intangible liabilities, net | 139,116 | 144,199 | ||
Liabilities related to assets held for sale and discontinued operations, net | 65,272 | 415,737 | ||
Lease liability | 189,732 | 179,895 | ||
Accounts payable, accrued liabilities, and other liabilities | 688,458 | 763,391 | ||
Deferred revenue | 777,687 | 774,316 | ||
Total liabilities | 6,898,641 | 8,575,517 | ||
Consolidated Lessees VIE | ||||
ASSETS | ||||
Buildings and improvements | 2,337,717 | 2,988,599 | ||
Development costs and construction in progress | 46,634 | 85,595 | ||
Land | 379,376 | 433,574 | ||
Accumulated depreciation and amortization | (520,226) | (602,491) | ||
Net real estate | 2,243,501 | 2,905,277 | ||
Accounts receivable, net | 6,781 | 12,009 | ||
Cash and cash equivalents | 26,970 | 16,550 | ||
Restricted cash | 86,642 | 7,977 | ||
Intangible assets, net | 102,428 | 179,027 | ||
Assets held for sale and discontinued operations, net | 25,411 | 704,966 | ||
Right-of-use asset, net | 108,088 | 95,407 | ||
Other assets, net | 61,457 | 59,063 | ||
Total assets | 2,661,278 | 3,980,276 | ||
Liabilities | ||||
Mortgage debt | 144,263 | 39,085 | ||
Intangible liabilities, net | 20,378 | 56,467 | ||
Liabilities related to assets held for sale and discontinued operations, net | 4,560 | 190,919 | ||
Lease liability | 97,849 | 97,605 | ||
Accounts payable, accrued liabilities, and other liabilities | 52,757 | 102,391 | ||
Deferred revenue | 34,427 | 90,183 | ||
Total liabilities | 354,234 | 576,650 | ||
Consolidated Lessees VIE | Discontinued Operations | ||||
ASSETS | ||||
Buildings and improvements | 32,173 | 639,759 | ||
Development costs and construction in progress | 91 | 68 | ||
Land | 2,724 | 106,209 | ||
Accumulated depreciation and amortization | (16,096) | (57,235) | ||
Net real estate | 18,892 | 688,801 | ||
Accounts receivable, net | 2,368 | 1,700 | ||
Cash and cash equivalents | 1,016 | 6,306 | ||
Restricted cash | 294 | 3,124 | ||
Right-of-use asset, net | 405 | 1,391 | ||
Other assets, net | 2,436 | 3,644 | ||
Total assets | 25,411 | 704,966 | ||
Liabilities | ||||
Mortgage debt | 0 | 176,702 | ||
Liabilities related to assets held for sale and discontinued operations, net | 3,743 | 11,003 | ||
Lease liability | 644 | 1,392 | ||
Deferred revenue | 173 | 1,822 | ||
Total liabilities | $ 4,560 | $ 190,919 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of financial instruments | ||
Bank line of credit and commercial paper | $ 720,000 | $ 129,590 |
Senior unsecured notes | 3,710,972 | 5,697,586 |
Mortgage debt | 358,101 | 221,621 |
Carrying Value | ||
Summary of financial instruments | ||
Loans receivable, net | 429,076 | 195,375 |
Marketable debt securities | 20,673 | 20,355 |
Interest rate cap assets | 244 | 0 |
Bank line of credit and commercial paper | 720,000 | 129,590 |
Term loan | 249,303 | 249,182 |
Senior unsecured notes | 3,710,972 | 5,697,586 |
Mortgage debt | 358,101 | 221,621 |
Interest rate swap liabilities | 0 | 81 |
Carrying Value | Discontinued Operations | ||
Summary of financial instruments | ||
Mortgage debt | 37,000 | 319,000 |
Fair Value | Level 1 | ||
Summary of financial instruments | ||
Senior unsecured notes | 4,169,472 | 6,517,650 |
Fair Value | Level 2 | ||
Summary of financial instruments | ||
Loans receivable, net | 437,632 | 201,228 |
Marketable debt securities | 20,673 | 20,355 |
Interest rate cap assets | 244 | 0 |
Bank line of credit and commercial paper | 720,000 | 129,590 |
Term loan | 249,303 | 249,182 |
Mortgage debt | 360,296 | 221,181 |
Interest rate swap liabilities | $ 0 | $ 81 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) $ in Millions | 1 Months Ended | ||||
Apr. 30, 2021USD ($)property | Mar. 31, 2021USD ($)propertyderivativeHeld | Dec. 31, 2020USD ($)property | Jun. 30, 2021derivativeHeld | May 31, 2021property | |
Derivative [Line Items] | |||||
Repayments of secured debt | $ | $ 6 | ||||
Number of interest rate derivatives | derivativeHeld | 0 | ||||
Mortgage Debt | |||||
Derivative [Line Items] | |||||
Repayments of secured debt | $ | $ 64 | $ 39 | |||
Number of assets classified as discontinued operations | property | 2 | 2 | 1 | 6 | |
Number of interest rate derivatives terminated | derivativeHeld | 2 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Derivative Instruments (Details) - Not Designated as Hedging Instrument | Jun. 30, 2021USD ($) | Apr. 30, 2021derivativeHeld |
Derivative [Line Items] | ||
Number of interest-rate contracts held | derivativeHeld | 2 | |
Interest Rate Cap | ||
Derivative [Line Items] | ||
Notional | $ 142,100,000 | |
Strike Rate | 2.00% | |
Fair Value | $ 244,000 |
Accounts Payable, Accrued Lia_3
Accounts Payable, Accrued Liabilities, and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Refundable entrance fees | $ 301,953 | $ 317,444 |
Construction related accrued liabilities | 113,221 | 95,293 |
Accrued interest | 55,373 | 78,735 |
Other accounts payable and accrued liabilities | 217,911 | 271,919 |
Accounts payable, accrued liabilities, and other liabilities | 688,458 | 763,391 |
Unamortized nonrefundable entrance fee | $ 485,000 | $ 484,000 |
Uncategorized Items - peak-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |