Segment Reporting | Segment ReportingWe operate in, and report financial information for, the following two segments: Office Portfolio and senior housing operating portfolio, or SHOP. We aggregate each of these two reporting segments based on their similar operating and economic characteristics. Our Office Portfolio segment consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants. Our SHOP segment consists of managed senior living communities that provide short term and long term residential living and in some instances care and other services for residents where we pay fees to the operator to manage the communities for our account. In addition, prior to January 1, 2020, our SHOP segment included triple net leased senior living communities that provided short term and long term residential living and in some instances care and other services for residents and from which we received rents from Five Star. Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with new management and related agreements, or collectively, the New Management Agreements, for all of our senior living communities operated by Five Star. Prior periods have been recast to reflect these reportable segments for all periods presented. We also report “non-segment” operations, which consists of triple net leased senior living communities, which are leased to operators other than Five Star from which we receive rents, and wellness centers, which we do not consider to be sufficiently material to constitute a separate reporting segment, and any other income or expenses that are not attributable to a specific reporting segment. For the Three Months Ended September 30, 2020 Office Portfolio SHOP (1) Non-Segment Consolidated Revenues: Rental income $ 94,235 $ — $ 10,003 $ 104,238 Residents fees and services — 290,101 — 290,101 Total revenues 94,235 290,101 10,003 394,339 Expenses: Property operating expenses 33,448 282,202 — 315,650 Depreciation and amortization 32,816 31,570 2,825 67,211 General and administrative — — 6,988 6,988 Acquisition and certain other transaction related costs — — 53 53 Impairment of assets 1,334 62,868 — 64,202 Total expenses 67,598 376,640 9,866 454,104 Loss on sale of properties (169) (42) — (211) Gains on equity securities, net — — 12,510 12,510 Interest and other income — — 134 134 Interest expense (6,068) (552) (51,471) (58,091) Income (loss) from continuing operations before income tax expense 20,400 (87,133) (38,690) (105,423) Income tax expense — — (365) (365) Net income (loss) 20,400 (87,133) (39,055) (105,788) Net income attributable to noncontrolling interest (1,100) — — (1,100) Net income (loss) attributable to common shareholders $ 19,300 $ (87,133) $ (39,055) $ (106,888) For the Nine Months Ended September 30, 2020 Office Portfolio SHOP (1) Non-Segment Consolidated Revenues: Rental income $ 288,515 $ — $ 32,428 $ 320,943 Residents fees and services — 926,174 — 926,174 Total revenues 288,515 926,174 32,428 1,247,117 Expenses: Property operating expenses 97,047 837,103 — 934,150 Depreciation and amortization 97,213 98,385 8,868 204,466 General and administrative — — 23,132 23,132 Acquisition and certain other transaction related costs — — 803 803 Impairment of assets 8,090 98,521 — 106,611 Total expenses 202,350 1,034,009 32,803 1,269,162 Gain (loss) on sale of properties 2,613 (210) — 2,403 Gains on equity securities, net — — 14,541 14,541 Interest and other income — 7,346 662 8,008 Interest expense (18,140) (1,676) (123,899) (143,715) Gain on lease termination — — 22,896 22,896 Loss on early extinguishment of debt (401) — (26) (427) Income (loss) from continuing operations before income tax expense 70,237 (102,375) (86,201) (118,339) Income tax expense — — (1,048) (1,048) Net income (loss) 70,237 (102,375) (87,249) (119,387) Net income attributable to noncontrolling interest (3,838) — — (3,838) Net income (loss) attributable to common shareholders $ 66,399 $ (102,375) $ (87,249) $ (123,225) (1) Residents fees and services for the nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, the U.S. Department of Health and Human Services, or HHS, established the Provider Relief Fund. Retention and use of the funds received under the CARES Act are subject to certain terms and conditions. The terms and conditions require that the funds be utilized to compensate for lost revenues that are attributable to the COVID-19 pandemic and for eligible costs to prevent, prepare for and respond to the COVID-19 pandemic that are not covered by other sources. Further, fund recipients are required to be participating in Medicare at the time of distribution and are subject to certain other terms and conditions, including quarterly reporting requirements. In addition, fund recipients are required to have billed Medicare during 2019 and to continue to provide care after January 31, 2020 for diagnosis, testing or care for individuals with possible or actual COVID-19 cases. Any funds not used in accordance with the terms and conditions must be returned to HHS. As of September 30, 2020, we had received $15,459 in funds from the Provider Relief Fund to be used to support the operations of our managed senior living communities; we have currently determined that $7,346 of such funds meet the required terms and conditions. We have recognized $7,346 as other income with respect to our SHOP segment for the nine months ended September 30, 2020. We currently expect to return the remaining $8,113 of such funds to HHS in November 2020 unless and to the extent we determine that such funds meet the required terms and conditions and have therefore included that amount in other liabilities in our condensed consolidated financial statements as of September 30, 2020. We have applied for additional funds that may be available under the CARES Act Provider Relief Fund; however, we may not receive any additional funding. As of September 30, 2020 Office Portfolio SHOP Non-Segment Consolidated Total assets $ 3,105,760 $ 2,914,966 $ 514,392 $ 6,535,118 For the Three Months Ended September 30, 2019 Office Portfolio SHOP Non-Segment Consolidated Revenues: Rental income $ 100,010 $ 32,738 $ 15,263 $ 148,011 Residents fees and services — 107,816 — 107,816 Total revenues 100,010 140,554 15,263 255,827 Expenses: Property operating expenses 34,184 90,899 — 125,083 Depreciation and amortization 33,801 34,901 4,666 73,368 General and administrative — — 9,604 9,604 Acquisition and certain other transaction related costs — — 2,492 2,492 Impairment of assets 26,037 718 6,344 33,099 Total expenses 94,022 126,518 23,106 243,646 Gain on sale of properties 4,183 — — 4,183 Gains on equity securities, net — — 40 40 Interest and other income — — 238 238 Interest expense (6,239) (585) (37,993) (44,817) Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee 3,932 13,451 (45,558) (28,175) Income tax benefit — — 146 146 Equity in earnings of an investee — — 83 83 Net income (loss) 3,932 13,451 (45,329) (27,946) Net income attributable to noncontrolling interest (1,444) — — (1,444) Net income (loss) attributable to common shareholders $ 2,488 $ 13,451 $ (45,329) $ (29,390) For the Nine Months Ended September 30, 2019 Office Portfolio SHOP Non-Segment Consolidated Revenues: Rental income $ 307,616 $ 105,451 $ 46,282 $ 459,349 Residents fees and services — 324,767 — 324,767 Total revenues 307,616 430,218 46,282 784,116 Expenses: Property operating expenses 98,886 263,612 — 362,498 Depreciation and amortization 104,939 100,080 14,503 219,522 General and administrative — — 28,287 28,287 Acquisition and certain other transaction related costs — — 11,209 11,209 Impairment of assets 26,133 9,041 6,344 41,518 Total expenses 229,958 372,733 60,343 663,034 Gain on sale of properties 6,686 15,207 — 21,893 Dividend income — — 1,846 1,846 Losses on equity securities, net — — (41,476) (41,476) Interest and other income — — 590 590 Interest expense (18,257) (2,481) (116,102) (136,840) Loss on early extinguishment of debt — (17) — (17) Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee 66,087 70,194 (169,203) (32,922) Income tax benefit — — 47 47 Equity in earnings of an investee — — 617 617 Net income (loss) 66,087 70,194 (168,539) (32,258) Net income attributable to noncontrolling interest (4,279) — — (4,279) Net income (loss) attributable to common shareholders $ 61,808 $ 70,194 $ (168,539) $ (36,537) As of December 31, 2019 Office Portfolio SHOP Non-Segment Consolidated Total assets $ 3,165,577 $ 3,044,989 $ 443,260 $ 6,653,826 |