Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32641 | |
Entity Registrant Name | BROOKDALE SENIOR LIVING INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3068069 | |
Entity Address, Address Line One | 111 Westwood Place, | |
Entity Address, Address Line Two | Suite 400, | |
Entity Address, City or Town | Brentwood, | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | 615 | |
Local Phone Number | 221-2250 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value Per Share | |
Entity Trading Symbol | BKD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 183,240,758 | |
Entity Central Index Key | 0001332349 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 452,441 | $ 240,227 |
Marketable securities | 109,873 | 68,567 |
Restricted cash | 28,397 | 26,856 |
Accounts receivable, net | 120,503 | 133,613 |
Assets held for sale | 37,397 | 42,671 |
Prepaid expenses and other current assets, net | 89,416 | 84,241 |
Total current assets | 838,027 | 596,175 |
Property, plant and equipment and leasehold intangibles, net | 5,256,368 | 5,109,834 |
Operating lease right-of-use assets | 1,030,505 | 1,159,738 |
Restricted cash | 41,292 | 34,614 |
Investment in unconsolidated ventures | 5,601 | 21,210 |
Goodwill | 154,131 | 154,131 |
Other assets, net | 98,619 | 118,731 |
Total assets | 7,424,543 | 7,194,433 |
Current liabilities | ||
Current portion of long-term debt | 222,572 | 339,413 |
Current portion of financing lease obligations | 44,667 | 63,146 |
Current portion of operating lease obligations | 183,300 | 193,587 |
Trade accounts payable | 61,780 | 104,721 |
Accrued expenses | 259,499 | 266,703 |
Refundable fees and deferred revenue | 158,608 | 79,402 |
Total current liabilities | 930,426 | 1,046,972 |
Long-term debt, less current portion | 3,469,793 | 3,215,710 |
Financing lease obligations, less current portion | 558,307 | 771,434 |
Operating lease obligations, less current portion | 1,226,242 | 1,277,178 |
Line of credit | 166,381 | 0 |
Deferred tax liability | 144 | 15,397 |
Other liabilities | 133,361 | 169,017 |
Total liabilities | 6,484,654 | 6,495,708 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized at June 30, 2020 and December 31, 2019; no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 400,000,000 shares authorized at June 30, 2020 and December 31, 2019; 198,447,200 and 199,593,343 shares issued and 187,919,675 and 192,128,586 shares outstanding (including 4,733,385 and 7,252,459 unvested restricted shares), respectively | 1,984 | 1,996 |
Additional paid-in-capital | 4,180,436 | 4,172,099 |
Treasury stock, at cost; 10,527,525 and 7,464,757 shares at June 30, 2020 and December 31, 2019, respectively | (102,774) | (84,651) |
Accumulated deficit | (3,142,089) | (3,393,088) |
Total Brookdale Senior Living Inc. stockholders' equity | 937,557 | 696,356 |
Noncontrolling interest | 2,332 | 2,369 |
Total equity | 939,889 | 698,725 |
Total liabilities and equity | $ 7,424,543 | $ 7,194,433 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 198,447,200 | 199,593,343 |
Common stock, shares outstanding (in shares) | 187,919,675 | 192,128,586 |
Treasury stock, shares (in shares) | 10,527,525 | 7,464,757 |
Unvested Restricted Stock | ||
Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares outstanding (in shares) | 4,733,385 | 7,252,459 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue and other operating income | ||||
Revenue | $ 865,909 | $ 1,019,457 | $ 1,880,048 | $ 2,061,501 |
Expense | ||||
General and administrative expense (including non-cash stock-based compensation expense of $6,119, $6,030, $12,076, and $12,386, respectively) | 52,518 | 57,576 | 107,113 | 113,887 |
Facility operating lease expense | 62,379 | 67,689 | 126,860 | 136,357 |
Depreciation and amortization | 93,154 | 94,024 | 183,892 | 190,912 |
Asset impairment | 10,290 | 3,769 | 88,516 | 4,160 |
Loss (gain) on facility lease termination and modification, net | 0 | 1,797 | 0 | 2,006 |
Total operating expense | 925,886 | 1,017,246 | 1,925,125 | 2,042,629 |
Income (loss) from operations | (59,977) | 2,211 | (45,077) | 18,872 |
Interest income | 2,243 | 2,813 | 3,698 | 5,897 |
Interest expense: | ||||
Debt | (38,974) | (45,193) | (80,737) | (90,836) |
Financing lease obligations | (11,892) | (16,649) | (25,174) | (33,392) |
Amortization of deferred financing costs and debt discount | (1,556) | (986) | (2,871) | (1,965) |
Gain (loss) on debt modification and extinguishment, net | (157) | (2,672) | 19,024 | (2,739) |
Equity in earnings (loss) of unconsolidated ventures | 438 | (991) | (570) | (1,517) |
Gain (loss) on sale of assets, net | (1,029) | 2,846 | 371,810 | 2,144 |
Other non-operating income (loss) | 988 | 3,199 | 3,650 | 6,187 |
Income (loss) before income taxes | (109,916) | (55,422) | 243,753 | (97,349) |
Benefit (provision) for income taxes | (8,504) | (633) | 7,324 | (1,312) |
Net income (loss) | (118,420) | (56,055) | 251,077 | (98,661) |
Net (income) loss attributable to noncontrolling interest | 19 | 585 | 37 | 596 |
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders | $ (118,401) | $ (55,470) | $ 251,114 | $ (98,065) |
Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders: | ||||
Basic (in dollars per share) | $ (0.65) | $ (0.30) | $ 1.37 | $ (0.53) |
Diluted (in dollars per share) | $ (0.65) | $ (0.30) | $ 1.37 | $ (0.53) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 183,178 | 186,140 | 183,682 | 186,442 |
Diluted (in shares) | 183,178 | 186,140 | 183,862 | 186,442 |
Resident fees | ||||
Revenue and other operating income | ||||
Revenue | $ 731,629 | $ 801,863 | $ 1,514,336 | $ 1,611,342 |
Management fees | ||||
Revenue and other operating income | ||||
Revenue | 6,076 | 15,449 | 114,791 | 31,192 |
Reimbursed costs incurred on behalf of managed communities | ||||
Revenue and other operating income | ||||
Revenue | 101,511 | 202,145 | 224,228 | 418,967 |
Expense | ||||
Costs of services | 101,511 | 202,145 | 224,228 | 418,967 |
Other operating income | ||||
Revenue and other operating income | ||||
Revenue | 26,693 | 0 | 26,693 | 0 |
Facility operating expense | ||||
Expense | ||||
Costs of services | $ 606,034 | $ 590,246 | $ 1,194,516 | $ 1,176,340 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Depreciation and amortization | $ 86,971 | $ 86,070 | $ 171,272 | $ 174,897 |
Non-cash stock-based compensation expense | $ 6,119 | $ 6,030 | $ 12,076 | $ 12,386 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In- Capital | Treasury Stock | Accumulated Deficit | Noncontrolling Interest | Cumulative Effect Period Of Adoption AdjustmentAccumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect change in accounting principle | $ 1,018,413 | $ 1,968 | $ 4,151,147 | $ (64,940) | $ (3,069,272) | $ (490) | $ (55,885) |
Balances at beginning of period at Dec. 31, 2018 | 1,018,413 | 1,968 | 4,151,147 | (64,940) | (3,069,272) | (490) | (55,885) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan | 2 | 597 | |||||
Restricted stock, net | 32 | (32) | |||||
Shares withheld for employee taxes | (4) | (3,101) | |||||
Other, net | 48 | ||||||
Compensation expense related to restricted stock grants | 12,386 | ||||||
Purchase of treasury stock | (14,157) | ||||||
Net income (loss) | (98,661) | (98,065) | (596) | ||||
Noncontrolling interest contribution | 6,566 | ||||||
Cumulative effect change in accounting principle | 866,204 | 1,998 | 4,161,045 | (79,097) | (3,223,222) | 5,480 | (55,885) |
Balances at end of period at Jun. 30, 2019 | 866,204 | $ 1,998 | 4,161,045 | (79,097) | (3,223,222) | 5,480 | |
Balances at beginning of period (in shares) at Dec. 31, 2018 | 192,356,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan (in shares) | 96,000 | ||||||
Restricted stock grants, net (in shares) | 3,320,000 | ||||||
Shares withheld for employee taxes (in shares) | (450,000) | ||||||
Purchase of treasury stock (in shares) | (2,211,000) | ||||||
Balances at end of period (in shares) at Jun. 30, 2019 | 193,111,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect change in accounting principle | 917,597 | $ 2,000 | 4,154,790 | (70,940) | (3,167,752) | (501) | 0 |
Balances at beginning of period at Mar. 31, 2019 | 917,597 | 2,000 | 4,154,790 | (70,940) | (3,167,752) | (501) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan | 1 | 299 | |||||
Restricted stock, net | (3) | 3 | |||||
Shares withheld for employee taxes | 0 | (108) | |||||
Other, net | 31 | ||||||
Compensation expense related to restricted stock grants | 6,030 | ||||||
Purchase of treasury stock | (8,157) | ||||||
Net income (loss) | (56,055) | (55,470) | (585) | ||||
Noncontrolling interest contribution | 6,566 | ||||||
Cumulative effect change in accounting principle | 866,204 | 1,998 | 4,161,045 | (79,097) | (3,223,222) | 5,480 | 0 |
Balances at end of period at Jun. 30, 2019 | 866,204 | $ 1,998 | 4,161,045 | (79,097) | (3,223,222) | 5,480 | |
Balances at beginning of period (in shares) at Mar. 31, 2019 | 194,573,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan (in shares) | 46,000 | ||||||
Restricted stock grants, net (in shares) | (214,000) | ||||||
Shares withheld for employee taxes (in shares) | (16,000) | ||||||
Purchase of treasury stock (in shares) | (1,278,000) | ||||||
Balances at end of period (in shares) at Jun. 30, 2019 | 193,111,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect change in accounting principle | 866,204 | $ 1,998 | 4,161,045 | (79,097) | (3,223,222) | 5,480 | |
Cumulative effect change in accounting principle | 698,725 | 1,996 | 4,172,099 | (84,651) | (3,393,088) | 2,369 | (115) |
Balances at beginning of period at Dec. 31, 2019 | 698,725 | 1,996 | 4,172,099 | (84,651) | (3,393,088) | 2,369 | (115) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan | 1 | 168 | |||||
Restricted stock, net | (7) | 7 | |||||
Shares withheld for employee taxes | (6) | (3,951) | |||||
Other, net | 37 | ||||||
Compensation expense related to restricted stock grants | 12,076 | ||||||
Purchase of treasury stock | (18,123) | ||||||
Net income (loss) | 251,077 | 251,114 | (37) | ||||
Noncontrolling interest contribution | 0 | ||||||
Cumulative effect change in accounting principle | 939,889 | 1,984 | 4,180,436 | (102,774) | (3,142,089) | 2,332 | (115) |
Balances at end of period at Jun. 30, 2020 | $ 939,889 | $ 1,984 | 4,180,436 | (102,774) | (3,142,089) | 2,332 | |
Balances at beginning of period (in shares) at Dec. 31, 2019 | 192,128,586 | 192,129,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan (in shares) | 61,000 | ||||||
Restricted stock grants, net (in shares) | (579,000) | ||||||
Shares withheld for employee taxes (in shares) | (628,000) | ||||||
Purchase of treasury stock (in shares) | (3,063,000) | ||||||
Balances at end of period (in shares) at Jun. 30, 2020 | 187,919,675 | 187,920,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect change in accounting principle | $ 1,052,230 | $ 1,985 | 4,174,356 | (102,774) | (3,023,688) | 2,351 | 0 |
Balances at beginning of period at Mar. 31, 2020 | 1,052,230 | 1,985 | 4,174,356 | (102,774) | (3,023,688) | 2,351 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan | 0 | 0 | |||||
Restricted stock, net | (1) | 1 | |||||
Shares withheld for employee taxes | 0 | (59) | |||||
Other, net | 19 | ||||||
Compensation expense related to restricted stock grants | 6,119 | ||||||
Purchase of treasury stock | 0 | ||||||
Net income (loss) | (118,420) | (118,401) | (19) | ||||
Noncontrolling interest contribution | 0 | ||||||
Cumulative effect change in accounting principle | 939,889 | 1,984 | 4,180,436 | (102,774) | (3,142,089) | 2,332 | $ 0 |
Balances at end of period at Jun. 30, 2020 | $ 939,889 | $ 1,984 | 4,180,436 | (102,774) | (3,142,089) | 2,332 | |
Balances at beginning of period (in shares) at Mar. 31, 2020 | 188,012,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under Associate Stock Purchase Plan (in shares) | 0 | ||||||
Restricted stock grants, net (in shares) | (75,000) | ||||||
Shares withheld for employee taxes (in shares) | (17,000) | ||||||
Purchase of treasury stock (in shares) | 0 | ||||||
Balances at end of period (in shares) at Jun. 30, 2020 | 187,919,675 | 187,920,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative effect change in accounting principle | $ 939,889 | $ 1,984 | $ 4,180,436 | $ (102,774) | $ (3,142,089) | $ 2,332 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 251,077 | $ (98,661) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Loss (gain) on debt modification and extinguishment, net | (19,024) | 2,739 |
Depreciation and amortization, net | 186,763 | 192,877 |
Asset impairment | 88,516 | 4,160 |
Equity in (earnings) loss of unconsolidated ventures | 570 | 1,517 |
Distributions from unconsolidated ventures from cumulative share of net earnings | 0 | 1,530 |
Amortization of entrance fees | (925) | (772) |
Proceeds from deferred entrance fee revenue | 85 | 1,739 |
Deferred income tax (benefit) provision | (15,253) | 470 |
Operating lease expense adjustment | (14,954) | (8,812) |
Loss (gain) on sale of assets, net | (371,810) | (2,144) |
Loss (gain) on facility lease termination and modification, net | 0 | 2,006 |
Non-cash stock-based compensation expense | 12,076 | 12,386 |
Non-cash management contract termination gain | 0 | (640) |
Other | (1,800) | (4,401) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 12,995 | (3,997) |
Prepaid expenses and other assets, net | 20,162 | 30,823 |
Prepaid insurance premiums financed with notes payable | (11,664) | (12,090) |
Trade accounts payable and accrued expenses | (18,692) | (43,385) |
Refundable fees and deferred revenue | 80,688 | (17,226) |
Operating lease assets and liabilities for lessor capital expenditure reimbursements | 10,509 | 1,000 |
Net cash provided by (used in) operating activities | 209,319 | 59,119 |
Cash Flows from Investing Activities | ||
Change in lease security deposits and lease acquisition deposits, net | 3,304 | (83) |
Purchase of marketable securities | (149,236) | (98,059) |
Sale and maturities of marketable securities | 108,750 | 55,000 |
Capital expenditures, net of related payables | (112,863) | (122,297) |
Acquisition of assets, net of related payables and cash received | 446,688 | 0 |
Investment in unconsolidated ventures | (356) | (4,204) |
Distributions received from unconsolidated ventures | 0 | 5,305 |
Proceeds from sale of assets, net | 300,539 | 52,430 |
Proceeds from notes receivable | 1,140 | 31,609 |
Net cash provided by (used in) investing activities | (295,410) | (80,299) |
Cash Flows from Financing Activities | ||
Proceeds from debt | 473,460 | 158,231 |
Repayment of debt and financing lease obligations | (303,920) | (238,036) |
Proceeds from line of credit | 166,381 | 0 |
Purchase of treasury stock, net of related payables | (18,123) | (18,401) |
Payment of financing costs, net of related payables | (7,469) | (3,342) |
Payments of employee taxes for withheld shares | (3,951) | (3,105) |
Other | 146 | 574 |
Net cash provided by (used in) financing activities | 306,524 | (104,079) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 220,433 | (125,259) |
Cash, cash equivalents, and restricted cash at beginning of period | 301,697 | 450,218 |
Cash, cash equivalents, and restricted cash at end of period | $ 522,130 | $ 324,959 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 19, 2020. Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations. Except for the changes for the impact of the recently adopted accounting pronouncements discussed in this Note, the Company has consistently applied its accounting policies to all periods presented in these condensed consolidated financial statements. Principles of Consolidation The condensed consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operations, are accounted for by the equity method. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions, and the proportionate share of the net income or loss of each respective entity. Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue and other operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. Lease Accounting The Company, as lessee, recognizes a right-of-use asset and a lease liability on the Company's condensed consolidated balance sheet for its community, office, and equipment leases. As of the commencement date of a lease, a lease liability and corresponding right-of-use asset is established on the Company's condensed consolidated balance sheet at the present value of future minimum lease payments. The Company's community leases generally contain fixed annual rent escalators or annual rent escalators based on an index, such as the consumer price index. The future minimum lease payments recognized on the condensed consolidated balance sheet include fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the index or rate on the lease commencement date. The Company recognizes lease expense as incurred for additional variable payments. For the Company's leases that do not contain an implicit rate, the Company utilizes its estimated incremental borrowing rate to determine the present value of lease payments based on information available at commencement of the lease. The Company's estimated incremental borrowing rate reflects the fixed rate at which the Company could borrow a similar amount for the same term on a collateralized basis. The Company elected the short-term lease exception policy which permits leases with an initial term of 12 months or less to not be recorded on the Company's consolidated balance sheet and instead to be recognized as lease expense as incurred. The Company, as lessee, makes a determination with respect to each of its community, office, and equipment leases as to whether each should be accounted for as an operating lease or financing lease. The classification criteria is based on estimates regarding the fair value of the leased asset, minimum lease payments, effective cost of funds, economic life of the asset, and certain other terms in the lease agreements. Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of right-of-use assets are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset, calculated utilizing the lowest level of identifiable cash flows. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying amount, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates and estimated lease coverage ratios (Level 3). Operating Leases The Company recognizes operating lease expense for actual rent paid, generally plus or minus a straight-line adjustment for estimated minimum lease escalators if applicable. The right-of-use asset is generally reduced each period by an amount equal to the difference between the operating lease expense and the amount of expense on the lease liability utilizing the effective interest method. Subsequent to the impairment of an operating lease right-of-use asset, the Company recognizes operating lease expense consisting of the reduction of the right-of-use asset on a straight-line basis over the remaining lease term and the amount of expense on the lease liability utilizing the effective interest method. Financing Leases Financing lease right-of-use assets are recognized within property, plant and equipment and leasehold intangibles, net on the Company's consolidated balance sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term unless the lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise. If the Company is reasonably certain to exercise the purchase option, the asset is amortized over the useful life. Sale-Leaseback Transactions For transactions in which an owned community is sold and leased back from the buyer (sale-leaseback transactions), the Company recognizes an asset sale and lease accounting is applied if the Company has transferred control of the community. For such transactions, the Company removes the transferred assets from the consolidated balance sheet and a gain or loss on the sale is recognized for the difference between the carrying amount of the asset and the transaction price for the sale transaction. For sale‑leaseback transactions in which the Company has not transferred control of the underlying asset, the Company does not recognize an asset sale or derecognize the underlying asset until control is transferred. For such transactions, the Company continues to recognize the assets within property, plant and equipment and leasehold intangibles, net and continues to depreciate the asset over its useful life. Additionally, the Company accounts for any amounts received as a financing lease liability and the Company recognizes interest expense on the financing lease liability utilizing the effective interest method with the interest expense limited to an amount that is not greater than the cash payments on the financing lease liability over the term of the lease. Gain (Loss) on Sale of Assets The Company regularly enters into real estate transactions which may include the disposition of certain communities, including the associated real estate. The Company recognizes gain or loss from real estate sales when the transfer of control is complete. The Company recognizes gain or loss from the sale of equity method investments when the transfer of control is complete and the Company has no continuing involvement with the transferred financial assets. Property, Plant and Equipment and Leasehold Intangibles, Net Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company is required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods, and estimated capitalization rates (Level 3). Goodwill The Company tests goodwill for impairment annually during the fourth quarter or more frequently if indicators of impairment arise. Factors the Company considers important in its analysis of whether an indicator of impairment exists include a significant decline in the Company's stock price or market capitalization for a sustained period since the last testing date, significant underperformance relative to historical or projected future operating results, and significant negative industry or economic trends. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If so, the Company performs a quantitative goodwill impairment test based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying amount. The fair values used in the quantitative goodwill impairment test are estimated using Level 3 inputs based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates, and discount rates. The Company also considers market-based measures such as earnings multiples in its analysis of estimated fair values of its reporting units. If the quantitative goodwill impairment test results in a reporting unit's carrying amount exceeding its estimated fair value, an impairment charge will be recorded based on the difference, with the impairment charge limited to the amount of goodwill allocated to the reporting unit. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this standard effective January 1, 2020 and recognized the cumulative effect of the adoption as an immaterial adjustment to beginning accumulated deficit as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which amends the former accounting principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The Company adopted these lease accounting standards effective January 1, 2019 and recognized the cumulative effect of the adoption as a $55.9 million adjustment to beginning accumulated deficit as of January 1, 2019. See Footnote 2, Summary of Significant Accounting Policies, in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 |
COVID-19 Pandemic
COVID-19 Pandemic | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
COVID-19 Pandemic | COVID-19 Pandemic The United States broadly continues to experience the COVID-19 pandemic, which has significantly disrupted, and likely will continue to significantly disrupt for some period, the nation’s economy, the senior living industry, and the Company’s business. Although a significant portion of the Company’s corporate support associates began working from home in March 2020, the Company continues to serve and care for seniors through the pandemic. Due to the average age and prevalence of chronic medical conditions among the Company’s residents and patients, they generally are at disproportionately higher risk of hospitalization and adverse outcomes if they contract COVID-19. Due to the pandemic, in March 2020 the Company began restricting visitors at all its communities to essential healthcare personnel and certain compassionate care situations, screening associates and permitted visitors, suspending group outings, modifying communal dining and programming to comply with social distancing guidelines and, in most cases, implementing in-room only dining and activities programming, requesting that residents refrain from leaving the community unless medically necessary, and requiring new residents and residents returning from a hospital or nursing home to isolate in their apartment for fourteen days. Upon confirmation of positive COVID-19 exposure at a community, the Company follows government guidance regarding minimizing further exposure, including associates’ adhering to personal protection protocols, restricting new resident admissions, and in some cases isolating residents. These restrictions were in place across the Company’s portfolio for the three months ended June 30, 2020. The pandemic and response efforts of senior living communities have significantly disrupted demand for senior living communities and the sales process. The Company cannot predict with reasonable certainty whether or when demand for senior living communities will return to pre-COVID-19 levels or the extent to which the pandemic’s effect on demand may adversely affect the amount of resident fees the Company is able to collect from its residents. The pandemic and the Company’s response efforts began to adversely impact the Company’s occupancy and resident fee revenue significantly during March 2020, as new resident leads, visits (including virtual visits), and move-in activity declined significantly compared to typical levels. Further deterioration of the Company's resident fee revenue will result from lower move-in activity and the resident attrition inherent in its business, which may increase due to the impacts of COVID-19. The Company’s home health average daily census also began to decrease in March 2020 due to lower occupancy in its communities and fewer elective medical procedures and hospital discharges. Facility operating expense for the three and six months ended June 30, 2020 includes $60.6 million and $70.6 million , respectively, of incremental direct costs to prepare for and respond to the pandemic, including costs for acquisition of additional personal protective equipment ("PPE"), medical equipment, and cleaning and disposable food service supplies, enhanced cleaning and environmental sanitation costs, increased labor expense, increased workers compensation and health plan expense, increased insurance premiums and retentions, consulting and professional services costs, and costs for COVID-19 testing of residents and associates where not otherwise covered by government payor or third-party insurance sources. The Company is not able to reasonably predict the total amount of costs it will incur related to the pandemic, and such costs are likely to be substantial. As described further in Note 6, the Company also recorded non-cash impairment charges in its operating results of $10.3 million and $87.0 million for the three and six months ended June 30, 2020, respectively, for its operating lease right-of-use assets and property, plant and equipment and leasehold intangibles, primarily due to the COVID-19 pandemic and lower than expected operating performance at communities for which assets were impaired. The Company has taken, and continues to take, actions to enhance and preserve its liquidity in response to the pandemic. The Company drew $166.4 million on its revolving credit facility in March 2020, and suspended repurchases under the Company’s existing share repurchase program. During the three months ended June 30, 2020, the Company accepted $33.5 million of cash for grants under the Public Health and Social Services Emergency Fund (the “Emergency Fund”) and $85.0 million of accelerated/advanced Medicare payments, and the Company deferred $26.5 million of the employer portion of social security payroll taxes. Each of these programs were created or expanded under the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act"), as described below. The Company also has delayed or canceled a number of elective capital expenditure projects resulting in an approximate $50 million reduction to its pre-pandemic full-year 2020 capital expenditure plans. On July 26, 2020, the Company entered into definitive agreements with Ventas, Inc. ("Ventas") to restructure its 120 community triple-net master lease arrangements as further described in Note 17. Pursuant to the multi-part transaction, among other things, the Company paid a $119.2 million one-time cash payment to Ventas, reduced its initial annual minimum rent under the amended and restated master lease to $100 million effective July 1, 2020, and removed the prior requirements that the Company satisfy financial covenants and that the Company maintain a security deposit with Ventas. The annual minimum rent under the amended and restated master lease reflects a reduction of approximately $86 million over the next twelve months. As of June 30, 2020, the Company’s total liquidity was $600.2 million , consisting of $452.4 million of unrestricted cash and cash equivalents, $109.9 million of marketable securities, and $37.9 million of additional availability on its revolving credit facility. As of June 30, 2020, $166.4 million of borrowings were outstanding on the revolving credit facility. The Company continues to seek opportunities to enhance and preserve its liquidity, including through reducing expenses and elective capital expenditures, continuing to evaluate its financing structure and the state of debt markets, and seeking further government-sponsored financial relief related to the COVID-19 pandemic. During March 2020, the Company completed its financing plans in the regular course of business, including closing three non-recourse mortgage debt financing transactions totaling $208.5 million with the proceeds used to refinance the majority of the Company’s 2020 maturities and to partially fund the Company’s acquisitions of 26 communities completed during the three months ended March 31, 2020. As of June 30, 2020, the Company’s remaining 2020 and 2021 maturities (after giving effect to the multi-part transaction with Ventas on July 26, 2020) are $36.4 million and $254.1 million , respectively, which are primarily non-recourse mortgage debt maturities. As described further in Note 10, availability under the Company’s revolving credit facility will vary from time to time based on borrowing base calculations related to the appraised value and performance of the communities securing the credit facility and the Company's consolidated fixed charge coverage ratio. To the extent the outstanding borrowings on the credit facility exceed future borrowing base calculations, the Company would be required to repay the difference to restore the outstanding balance to the new borrowing base. Due primarily to the impacts of the COVID-19 pandemic, and based upon the Company’s current estimate of cash flows, the Company has determined that it is probable that it will not satisfy the minimum consolidated fixed charge coverage ratio covenant under the credit facility for one or more quarterly determination dates in the first half of 2021 without further action on the Company’s part. Failure to satisfy the minimum ratio would result in the availability under the revolving credit facility being reduced to zero and the Company being required to repay the $166.4 million of borrowings outstanding on the revolving credit facility. Based upon the Company’s current liquidity and estimated cash flows, the Company has estimated that it would be unable to repay a portion of the 2021 maturities and the borrowings outstanding on the revolving credit facility as they become due without refinancing these maturities or obtaining additional financing proceeds. The Company has continued efforts on its plan to refinance the assets currently securing the credit facility and to refinance the substantial majority of the remaining 2020 and 2021 maturities with non-recourse mortgage debt. The Company currently anticipates that it is probable that such refinancings will be completed and the proceeds of such refinancings, together with cash on hand, will be sufficient to repay the $166.4 million balance on its revolving credit facility and terminate the facility without payment of a premium or penalty and to pay the Company’s contractual obligations as they come due over the next twelve months. However, there is no assurance that debt financing will continue to be available on terms consistent with the Company’s expectations or at all, in which case the Company would expect to take other mitigating actions prior to the maturity dates. In response to the pandemic, on March 27, 2020, the President signed the CARES Act into law, which was amended and expanded by the Paycheck Protection Program and Health Care Enhancement Act signed into law on April 24, 2020. The legislation provides liquidity and financial relief to certain businesses, among other things. The impacts to the Company of certain provisions of the CARES Act are summarized below. • During the three months ended June 30, 2020 , the Company accepted $33.5 million of cash for grants from the Emergency Fund, which was expanded by the CARES Act to provide grants or other funding mechanisms to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. Approximately $28.8 million of the grants were made available pursuant to the Emergency Fund's general distribution, with grant amounts based primarily on the Company's relative share of aggregate 2019 Medicare fee-for-service reimbursements and generally related to home health, hospice, outpatient therapy, and skilled nursing care provided through the Company's Health Care Services and CCRCs segments. Approximately $4.7 million of the grants were made available pursuant to the Emergency Fund's targeted allocation for certified skilled nursing facilities, with amounts determined using a per-facility and per-bed model. During July 2020, the Company applied for additional grants pursuant to the Emergency Fund's Medicaid and CHIP allocation. The amount of such grants are expected to be based on 2% of a portion of the Company's 2018 gross revenues from patient care. The grants are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for healthcare related expenses or lost revenues that are attributable to COVID-19. During the three months ended June 30, 2020, the Company recognized $26.4 million of the grants as other operating income based upon the Company’s estimates of its satisfaction of the conditions of the grants during such period. As of June 30, 2020, $7.1 million of unrecognized grants were included in refundable fees and deferred revenue within the Company's condensed consolidated balance sheets. The $33.5 million of grants accepted from the Emergency Fund during the six months ended June 30, 2020 has been presented within net cash provided by (used in) operating activities within the Company’s condensed consolidated statement of cash flows. • During three months ended June 30, 2020 , the Company received $85.0 million under the Accelerated and Advance Payment Program administered by CMS, which was temporarily expanded by the CARES Act. Under the program, the Company requested acceleration/advancement of 100% of its Medicare payment amount for a three -month period. Recoupment of accelerated/advanced payments are required to begin 120 days after their issuance through offsets of new Medicare claims, and all accelerated/advanced payments are due 210 days following their issuance. Such amount has been presented within net cash provided by operating activities within the Company’s condensed consolidated statement of cash flows. • Under the CARES Act, the Company has elected to defer payment of the employer portion of social security payroll taxes incurred from March 27, 2020 to December 31, 2020. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. As of June 30, 2020, the Company has deferred payment of $26.5 million of payroll taxes and presented such amount within other liabilities within the Company's condensed consolidated balance sheets. • The CARES Act temporarily suspended the 2% Medicare sequestration for the period May 1, 2020 to December 31, 2020, which primarily benefits the Company’s Health Care Services segment. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share ("EPS") is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. Potentially dilutive common stock equivalents include unvested restricted stock and restricted stock units. The following table summarizes the computation of basic and diluted earnings (loss) per share amounts presented in the condensed consolidated statements of operations: Three Months Ended Six Months Ended 2020 2019 2020 2019 Income attributable to common shareholders: Net income (loss) $ (118,401 ) $ (55,470 ) $ 251,114 $ (98,065 ) Weighted average shares outstanding - basic 183,178 186,140 183,682 186,442 Effect of dilutive securities - Unvested restricted stock and restricted stock units — — 180 — Weighted average shares outstanding - diluted 183,178 186,140 183,862 186,442 Basic earnings (loss) per common share: Net income (loss) per share attributable to common shareholders $ (0.65 ) $ (0.30 ) $ 1.37 $ (0.53 ) Diluted earnings (loss) per common share: Net income (loss) per share attributable to common shareholders $ (0.65 ) $ (0.30 ) $ 1.37 $ (0.53 ) For the three months ended June 30, 2020 , the Company reported a consolidated net loss. As a result of the net loss, unvested restricted stock and restricted stock units were antidilutive for the period and were not included in the computation of diluted weighted average shares. The weighted average restricted stock and restricted stock units excluded from the calculation of diluted net loss per share was 9.1 million for the three months ended June 30, 2020 . For the six months ended June 30, 2020 , the calculation of diluted weighted average shares excludes 7.1 million of non-performance-based restricted stock and restricted stock units, as the inclusion of such award would have been antidilutive. Performance-based equity awards are included in the diluted earnings per share calculation based on the attainment of the applicable performance metrics to date. For the six months ended June 30, 2020 , the calculation of diluted weighted average shares excludes 1.8 million of performance-based restricted stock and restricted stock units. During the three and six months ended June 30, 2019 , the Company reported a consolidated net loss. As a result of the net loss, unvested restricted stock and restricted stock units were antidilutive for the periods and were not included in the computation of diluted weighted average shares. The weighted average restricted stock and restricted stock units excluded from the calculation of diluted net loss per share was 7.8 million and 7.5 million for the three and six months ended June 30, 2019 , respectively. |
Acquisitions, Dispositions and
Acquisitions, Dispositions and Other Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions, Dispositions and Other Transactions | Acquisitions, Dispositions and Other Transactions During the period from January 1, 2019 through June 30, 2020 , the Company acquired 26 communities that the Company formerly leased, disposed of 15 owned communities, and sold its ownership interest in its unconsolidated entry fee CCRC Venture (the "CCRC Venture") with Healthpeak Properties, Inc. ("Healthpeak"), and the Company's triple-net lease obligations on 12 communities were terminated. The acquisitions of formerly leased communities include the 18 communities acquired from Healthpeak described below and eight communities acquired pursuant to the exercise of a purchase option for a purchase price of $39.3 million , all of which occurred during the three months ended March 31, 2020. As of June 30, 2020 , the Company owned 355 communities, leased 305 communities, managed 77 communities, and two unencumbered communities in the CCRCs segment were classified as held for sale, resulting in $37.4 million being recorded as assets held for sale. The closings of the various pending and expected transactions described within this note are, or will be, subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals. However, there can be no assurance that the transactions will close or, if they do, when the actual closings will occur. Dispositions of Owned Communities During the six months ended June 30, 2020 , the Company completed the sale of one owned community for cash proceeds of $5.5 million , net of transaction costs, and recognized a net gain on sale of assets of $0.2 million . During the year ended December 31, 2019 , the Company completed the sale of 14 owned communities for cash proceeds of $85.4 million , net of transaction costs, and recognized a net gain on sale of assets of $5.5 million . The Company utilized a portion of the cash proceeds from the asset sales to repay approximately $5.1 million of associated mortgage debt and debt prepayment penalties. These dispositions included the sale of eight communities during the six months ended June 30, 2019 for which the Company received cash proceeds of $44.1 million , net of transaction costs. Healthpeak CCRC Venture and Master Lease Transactions On October 1, 2019, the Company entered into definitive agreements, including a Master Transactions and Cooperation Agreement (the "MTCA") and an Equity Interest Purchase Agreement (the "Purchase Agreement"), providing for a multi-part transaction with Healthpeak. The parties subsequently amended the agreements to include one additional entry fee CCRC community as part of the sale of the Company's interest in the CCRC Venture (rather than removing the community from the CCRC Venture for joint marketing and sale). The components of the multi-part transaction include: • CCRC Venture Transaction. Pursuant to the Purchase Agreement, on January 31, 2020, Healthpeak acquired the Company's 51% ownership interest in the CCRC Venture, which held 14 entry fee CCRCs, for a purchase price of $289.2 million , net of a $5.9 million post-closing net working capital adjustment paid to Healthpeak during the three months ended June 30, 2020 (representing an aggregate valuation of $1.06 billion less portfolio debt, subject to a net working capital adjustment). The $289.2 million of cash received from Healthpeak is presented within net cash used in investing activities for the six months ended June 30, 2020. The Company recognized a $369.8 million gain on sale of assets for the six months ended June 30, 2020 , and the Company derecognized the net equity method liability for the sale of the ownership interest in the CCRC Venture. At the closing, the parties terminated the Company's existing management agreements with the 14 entry fee CCRCs, Healthpeak paid the Company a $100.0 million management agreement termination fee, and the Company transitioned operations of the entry fee CCRCs to a new operator. The Company recognized $100.0 million of management fee revenue for the three months ended March 31, 2020 for the management termination fee. Prior to the January 31, 2020 closing, the parties moved the remaining two entry fee CCRCs into a new unconsolidated venture on substantially the same terms as the CCRC Venture to accommodate the sale of such two communities expected to occur in 2021. Subsequent to these transactions, the Company will have exited substantially all of its entry fee CCRC operations. • Master Lease Transactions. Pursuant to the MTCA, on January 31, 2020, the parties amended and restated the existing master lease pursuant to which the Company continues to lease 25 communities from Healthpeak, and the Company acquired 18 formerly leased communities from Healthpeak, at which time the 18 communities were removed from the master lease. At the closing, the Company paid $405.5 million to acquire such communities and to reduce its annual rent under the amended and restated master lease. The $405.5 million of cash paid to Healthpeak and $1.7 million of direct acquisition costs are presented within net cash used in investing activities for the six months ended June 30, 2020. The Company funded the community acquisitions with $192.6 million of non-recourse mortgage financing and the proceeds from the multi-part transaction. In addition, Healthpeak has agreed to terminate the lease for one leased community. With respect to the continuing 24 communities, the Company's amended and restated master lease: (i) has an initial term to expire on December 31, 2027, subject to two extension options at the Company's election for ten years each, which must be exercised with respect to the entire pool of leased communities; (ii) the initial annual base rent for the 24 communities is $41.7 million and is subject to an escalator of 2.4% per annum on April 1st of each year; and (iii) Healthpeak has agreed to make available up to $35.0 million for capital expenditures for a five-year period related to the 24 communities at an initial lease rate of 7.0% . As a result of the community acquisition transaction, the Company recognized a $19.7 million gain on debt extinguishment and derecognized the $105.1 million carrying amount of financing lease obligations for eight |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Marketable Securities As of June 30, 2020 , marketable securities of $109.9 million are stated at fair value based on valuation provided by third-party pricing services and are classified within Level 2 of the valuation hierarchy. Debt The Company had outstanding long-term debt obligations, including $166.4 million of borrowings outstanding on the revolving credit facility as of June 30, 2020 , with a carrying value of $3.9 billion and $3.6 billion as of June 30, 2020 and December 31, 2019 , respectively. Fair value of the long-term debt approximates carrying value in all periods presented. The Company's fair value of long-term debt disclosure is classified within Level 2 of the valuation hierarchy. Asset Impairment Expense The following is a summary of asset impairment expense. Three Months Ended Six Months Ended (in millions) 2020 2019 2020 2019 Property, plant and equipment and leasehold intangibles, net $ 3.7 $ 1.2 $ 14.7 $ 1.2 Operating lease right-of-use assets 6.6 — 72.3 — Investment in unconsolidated ventures — — 1.5 — Other intangible assets, net — 2.6 — 2.6 Other assets, net — — — 0.4 Asset impairment $ 10.3 $ 3.8 $ 88.5 $ 4.2 Although the Company cannot predict with reasonable certainty the ultimate impacts of the COVID-19 pandemic, the Company concluded that the impacts of the pandemic have adversely affected the Company’s projections of revenue, expense, and cash flow for its senior housing community long-lived assets and constitute an indicator of potential impairment. Accordingly, the Company assessed its long-lived assets for recoverability. Refer to Note 3 for additional information on the COVID-19 pandemic. In estimating the recoverability of asset groups for purposes of the Company’s long-lived asset impairment testing during the six months ended June 30, 2020, the Company utilized future cash flow projections that are generally developed internally. Any estimates of future cash flow projections necessarily involve predicting unknown future circumstances and events and require significant management judgments and estimates. In arriving at the cash flow projections, the Company considers its estimates of the impacts of the pandemic, historic operating results, approved budgets and business plans, future demographic factors, expected growth rates, estimated asset holding periods, and other factors. As of March 31, 2020 and June 30, 2020, there was a wide range of possible outcomes as a result of the pandemic, as there was a high degree of uncertainty about its ultimate impacts. Management’s estimates of the impacts of the pandemic are highly dependent on variables that are difficult to predict, as further described in Note 3. Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments. Operating Lease Right-of-Use Assets As a result of the COVID-19 pandemic during the six months ended June 30, 2020, the Company evaluated operating lease right-of-use assets for impairment and identified communities with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of the assets to their carrying amount for these identified communities and recorded an impairment charge for the excess of carrying amount over fair value. The Company recognized the right-of-use assets for the operating leases for 35 communities on the condensed consolidated balance sheets as of March 31, 2020 at the estimated fair value of $106.7 million . Additionally, during the three months ended June 30, 2020 , the Company recognized the right-of-use assets for the operating leases for nine communities on the condensed consolidated balance sheets at the estimated fair value of $10.3 million . As a result, the Company recorded non-cash impairment charges for the operating lease right-of-use assets of $6.6 million and $72.3 million for the three and six months ended June 30, 2020, respectively. The fair values of the operating lease right-of-use assets of these communities were estimated utilizing a discounted cash flow approach based upon historical and projected community cash flows and market data, including management fees and a market supported lease coverage ratio, all of which are considered Level 3 inputs within the valuation hierarchy. The estimated future cash flows were discounted at a rate that is consistent with a weighted average cost of capital from a market participant perspective. The range of discount rates utilized was 11.2% to 12.3% , depending upon the property type, geographical location, and the quality of the respective community. These impairment charges are primarily due to the COVID-19 pandemic and lower than expected operating performance at these communities and reflect the amount by which the carrying amounts of the assets exceeded their estimated fair value. Property, Plant and Equipment and Leasehold Intangibles, Net During the six months ended June 30, 2020 , the Company evaluated property, plant and equipment and leasehold intangibles for impairment and identified communities with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets. The Company compared the estimated fair value of the assets to their carrying amount for these identified communities and recorded an impairment charge for the excess of carrying amount over fair value. The Company recorded property, plant and equipment and leasehold intangibles non-cash impairment charges in its operating results of $3.7 million and $14.7 million for the three and six months ended June 30, 2020 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Grants of restricted stock units and stock awards under the Company's 2014 Omnibus Incentive Plan were as follows: (in thousands, except for per share and unit amounts) Restricted Stock Units and Stock Awards Granted Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2020 4,438 $ 7.06 $ 31,341 Three months ended June 30, 2020 78 $ 3.91 $ 303 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company's Independent Living and Health Care Services segments had a carrying value of goodwill of $27.3 million and $126.8 million , respectively, as of both June 30, 2020 and December 31, 2019 . During the six months ended June 30, 2020, the Company identified indicators of impairment of goodwill, including the COVID-19 pandemic and a significant decline in the Company's stock price and market capitalization for a sustained period. Refer to Note 3 for additional information on the COVID-19 pandemic. As a result of the COVID-19 pandemic, the Company performed an interim quantitative goodwill impairment test as of March 31, 2020. The Company’s quantitative goodwill impairment test as of March 31, 2020 included reduced estimates of projected future cash flows as a result of changes to significant assumptions using information known or knowable about the COVID-19 pandemic, including current industry and economic trends, changes in business plans, and changes in expected revenue and facility operating expense growth rates. Additionally, the Company considered the additional risk within the future cash flow estimates when selecting risk-adjusted discount rates. The Company determined no impairment of goodwill was necessary for the six months ended June 30, 2020. |
Property, Plant and Equipment a
Property, Plant and Equipment and Leasehold Intangibles, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Leasehold Intangibles, Net | Property, Plant and Equipment and Leasehold Intangibles, Net As of June 30, 2020 and December 31, 2019 , net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following: (in thousands) June 30, 2020 December 31, 2019 Land $ 507,336 $ 450,894 Buildings and improvements 5,257,530 4,790,769 Furniture and equipment 935,755 859,849 Resident and leasehold operating intangibles 316,704 317,111 Construction in progress 60,653 80,729 Assets under financing leases and leasehold improvements 1,548,305 1,847,493 Property, plant and equipment and leasehold intangibles 8,626,283 8,346,845 Accumulated depreciation and amortization (3,369,915 ) (3,237,011 ) Property, plant and equipment and leasehold intangibles, net $ 5,256,368 $ 5,109,834 Assets under financing leases and leasehold improvements includes $0.4 billion and $0.6 billion of financing lease right-of-use assets, net of accumulated amortization, as of June 30, 2020 and December 31, 2019 , respectively. Refer to Note 11 for further information on the Company's financing leases. The Company recognized depreciation and amortization expense on its property, plant and equipment and leasehold intangibles of $93.2 million for both the three months ended June 30, 2020 and 2019 , and $183.9 million and $189.3 million for the six months ended June 30, 2020 and 2019 , respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt as of June 30, 2020 and December 31, 2019 consists of the following: (in thousands) June 30, 2020 December 31, 2019 Mortgage notes payable due 2020 through 2047; weighted average interest rate of 4.08% for the six months ended June 30, 2020, less debt discount and deferred financing costs of $21.8 million and $17.0 million as of June 30, 2020 and December 31, 2019, respectively (weighted average interest rate of 4.72% in 2019) $ 3,681,795 $ 3,496,735 Other notes payable, weighted average interest rate of 4.56% for the six months ended June 30, 2020 (weighted average interest rate of 5.77% in 2019) and maturity dates ranging from 2020 to 2021 10,570 58,388 Total long-term debt 3,692,365 3,555,123 Current portion 222,572 339,413 Total long-term debt, less current portion $ 3,469,793 $ 3,215,710 The $166.4 million of borrowings outstanding on the revolving credit facility as of June 30, 2020 are excluded from the table above and are further described below. Credit Facilities The Company's Fifth Amended and Restated Credit Agreement with Capital One, National Association, as administrative agent, lender and swingline lender and the other lenders from time to time parties thereto (the "Credit Agreement"), provides commitments for a $250 million revolving credit facility with a $60 million sublimit for letters of credit and a $50 million swingline feature. The Company has a one-time right under the Credit Agreement to increase commitments on the revolving credit facility by an additional $100 million , subject to obtaining commitments for the amount of such increase from acceptable lenders. The Credit Agreement provides the Company a one-time right to reduce the amount of the revolving credit commitments, and the Company may terminate the revolving credit facility at any time, in each case without payment of a premium or penalty. The Credit Agreement matures on January 3, 2024 . Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.25% margin at utilization equal to or lower than 35% , a 2.75% margin at utilization greater than 35% but less than or equal to 50% , and a 3.25% margin at utilization greater than 50% . A quarterly commitment fee is payable on the unused portion of the facility at 0.25% per annum when the outstanding amount of obligations (including revolving credit and swingline loans and letter of credit obligations) is greater than or equal to 50% of the revolving credit commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the revolving credit commitment amount. The credit facility is secured by first priority mortgages on certain of the Company's communities. In addition, the Credit Agreement permits the Company to pledge the equity interests in subsidiaries that own other communities and grant negative pledges in connection therewith (rather than mortgaging such communities), provided that not more than 10% of the borrowing base may result from communities subject to negative pledges. Availability under the revolving credit facility will vary from time to time based on borrowing base calculations related to the appraised value and performance of the communities securing the credit facility and the Company's consolidated fixed charge coverage ratio. To the extent the outstanding borrowings on the credit facility exceed future borrowing base calculations, the Company would be required to repay the difference to restore the outstanding balance to the new borrowing base. During 2019, parties entered into an amendment to the Credit Agreement that provides for availability calculations to be made at additional consolidated fixed charge coverage ratio thresholds. The Credit Agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. Amounts drawn on the credit facility may be used for general corporate purposes. As of June 30, 2020 , $166.4 million of borrowings were outstanding on the revolving credit facility, $45.5 million of letters of credit were outstanding, and the revolving credit facility had $37.9 million of availability. The Company also had a separate unsecured letter of credit facility of up to $50.0 million of letters of credit as of June 30, 2020 under which $48.2 million had been issued as of that date. Financings During March 2020, the Company completed its financing plans in the regular course of business, including closing three non-recourse mortgage debt financing transactions totaling $208.5 million as described below. Refer to Note 3 for more information regarding the Company's planned financing activities. On January 31, 2020 , the Company obtained $238.2 million of debt secured by the non-recourse first mortgages on 14 communities, including $192.6 million of non-recourse first mortgage financing on 13 communities acquired from Healthpeak on such date. Seventy percent of the principal amount bears interest at a fixed rate of 3.62% , and the remaining thirty percent of the principal amount bears interest at a variable rate equal to 30-day LIBOR plus a margin of 209 basis points. The debt matures in February 2030 . The proceeds from the financing were utilized to fund the acquisition of communities from Healthpeak and repay $33.1 million of outstanding mortgage debt maturing in 2020. Refer to Note 5 for more information about the Company's acquisition of communities from Healthpeak. On March 19, 2020 , the Company obtained $29.2 million of debt secured by the non-recourse first mortgages on seven communities, primarily communities acquired during the three months ended March 31, 2020. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 225 basis points and matures in April 2030 . On March 20, 2020 , the Company obtained $30.0 million of debt secured by the non-recourse first mortgage on one community acquired from Healthpeak on January 31, 2020. The loan bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 250 basis points and matures in March 2022 . On March 31, 2020 , the Company obtained $149.3 million of debt secured by the non-recourse first mortgages on 18 communities. Of the total principal, $73.1 million bears interest at a fixed rate of 3.55% , and the remaining $76.2 million bears interest at a variable rate equal to the 30-day LIBOR plus a margin of 210 basis points. The debt matures in April 2030 . The $149.3 million of proceeds from the financing were primarily utilized to repay $136.3 million of outstanding mortgage debt maturing in 2020. Financial Covenants Certain of the Company's debt documents contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum net worth and stockholders' equity levels and debt service ratios, and requiring the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt documents. Many of the Company's debt documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Furthermore, the Company's debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of June 30, 2020 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases As of June 30, 2020 , the Company operated 305 communities under long-term leases ( 237 operating leases and 68 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. The Company typically guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum net worth and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of June 30, 2020 , the Company is in compliance with the financial covenants of its long-term leases. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and cash flows from leasing transactions is as follows: Three Months Ended Six Months Ended Operating Leases (in thousands) 2020 2019 2020 2019 Facility operating expense $ 4,935 $ 4,604 $ 9,785 $ 9,229 Facility lease expense 62,379 67,689 126,860 136,357 Operating lease expense 67,314 72,293 136,645 145,586 Operating lease expense adjustment (1) 8,221 4,429 14,954 8,812 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (6,421 ) (1,000 ) (10,509 ) (1,000 ) Operating cash flows from operating leases $ 69,114 $ 75,722 $ 141,090 $ 153,398 (1) Represents the difference between cash paid and expense recognized. Three Months Ended Six Months Ended Financing Leases (in thousands) 2020 2019 2020 2019 Depreciation and amortization $ 8,037 $ 11,677 $ 17,181 $ 23,355 Interest expense: financing lease obligations 11,892 16,649 25,174 33,392 Financing lease expense $ 19,929 $ 28,326 $ 42,355 $ 56,747 Operating cash flows from financing leases $ 11,892 $ 16,649 $ 25,174 $ 33,392 Financing cash flows from financing leases 4,677 5,500 9,764 10,953 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement (1,675 ) — (3,414 ) — Total cash flows from financing leases $ 14,894 $ 22,149 $ 31,524 $ 44,345 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of June 30, 2020 are as follows (in thousands): Year Ending December 31, Operating Leases Financing Leases 2020 (six months) $ 149,099 $ 33,263 2021 287,241 66,168 2022 286,171 66,808 2023 288,435 67,571 2024 289,829 68,814 Thereafter 578,012 168,527 Total lease payments 1,878,787 471,151 Purchase option liability and non-cash gain on future sale of property — 437,356 Imputed interest and variable lease payments (469,245 ) (305,533 ) Total lease obligations $ 1,409,542 $ 602,974 |
Leases | Leases As of June 30, 2020 , the Company operated 305 communities under long-term leases ( 237 operating leases and 68 financing leases). The substantial majority of the Company's lease arrangements are structured as master leases. Under a master lease, numerous communities are leased through an indivisible lease. The Company typically guarantees the performance and lease payment obligations of its subsidiary lessees under the master leases. An event of default related to an individual property or limited number of properties within a master lease portfolio may result in a default on the entire master lease portfolio. The leases relating to these communities are generally fixed rate leases with annual escalators that are either fixed or based upon changes in the consumer price index or the leased property revenue. The Company is responsible for all operating costs, including repairs, property taxes, and insurance. The leases generally provide for renewal or extension options from 5 to 20 years and in some instances, purchase options. The community leases contain other customary terms, which may include assignment and change of control restrictions, maintenance and capital expenditure obligations, termination provisions and financial covenants, such as those requiring the Company to maintain prescribed minimum net worth and stockholders' equity levels and lease coverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community and/or entity basis. In addition, the Company's lease documents generally contain non-financial covenants, such as those requiring the Company to comply with Medicare or Medicaid provider requirements. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable lease documents. Many of the Company's debt and lease documents contain cross-default provisions so that a default under one of these instruments could cause a default under other debt and lease documents (including documents with other lenders and lessors). Certain leases contain cure provisions, which generally allow the Company to post an additional lease security deposit if the required covenant is not met. Furthermore, the Company's leases are secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of June 30, 2020 , the Company is in compliance with the financial covenants of its long-term leases. A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and cash flows from leasing transactions is as follows: Three Months Ended Six Months Ended Operating Leases (in thousands) 2020 2019 2020 2019 Facility operating expense $ 4,935 $ 4,604 $ 9,785 $ 9,229 Facility lease expense 62,379 67,689 126,860 136,357 Operating lease expense 67,314 72,293 136,645 145,586 Operating lease expense adjustment (1) 8,221 4,429 14,954 8,812 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (6,421 ) (1,000 ) (10,509 ) (1,000 ) Operating cash flows from operating leases $ 69,114 $ 75,722 $ 141,090 $ 153,398 (1) Represents the difference between cash paid and expense recognized. Three Months Ended Six Months Ended Financing Leases (in thousands) 2020 2019 2020 2019 Depreciation and amortization $ 8,037 $ 11,677 $ 17,181 $ 23,355 Interest expense: financing lease obligations 11,892 16,649 25,174 33,392 Financing lease expense $ 19,929 $ 28,326 $ 42,355 $ 56,747 Operating cash flows from financing leases $ 11,892 $ 16,649 $ 25,174 $ 33,392 Financing cash flows from financing leases 4,677 5,500 9,764 10,953 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement (1,675 ) — (3,414 ) — Total cash flows from financing leases $ 14,894 $ 22,149 $ 31,524 $ 44,345 The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of June 30, 2020 are as follows (in thousands): Year Ending December 31, Operating Leases Financing Leases 2020 (six months) $ 149,099 $ 33,263 2021 287,241 66,168 2022 286,171 66,808 2023 288,435 67,571 2024 289,829 68,814 Thereafter 578,012 168,527 Total lease payments 1,878,787 471,151 Purchase option liability and non-cash gain on future sale of property — 437,356 Imputed interest and variable lease payments (469,245 ) (305,533 ) Total lease obligations $ 1,409,542 $ 602,974 |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2020 | |
Litigation [Abstract] | |
Litigation | Litigation The Company has been and is currently involved in litigation and claims incidental to the conduct of its business, which it believes are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at the Company’s communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, the Company maintains general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles the Company believes are appropriate, based on the nature and risks of its business, historical experience, availability, and industry standards. The Company's current policies provide for deductibles for each claim and contain various exclusions from coverage. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. Similarly, the senior living and healthcare industries are continuously subject to scrutiny by governmental regulators, which could result in reviews, audits, investigations, enforcement activities or litigation related to regulatory compliance matters. In addition, as a result of the Company's participation in the Medicare and Medicaid programs, the Company is subject to various governmental reviews, audits and investigations, including but not limited to audits under various government programs, such as the Recovery Audit Contractors (RAC), Zone Program Integrity Contractors (ZPIC), and Unified Program Integrity Contractors (UPIC) programs. The costs to respond to and defend such reviews, audits, and investigations may be significant, and an adverse determination could result in citations, sanctions and other criminal or civil fines and penalties, the refund of overpayments, payment suspensions, termination of participation in Medicare and Medicaid programs, and/or damage to the Company's business reputation. In June 2020, the Company and several current and former executive officers were named as defendants in a putative class action lawsuit alleging violations of the federal securities laws filed in the federal court for the Middle District of Tennessee. The lawsuit asserts that the defendants made material misstatements and omissions concerning the Company's business, operational and compliance policies that caused the Company's stock price to be artificially inflated between August 2016 and April 2020. While the Company cannot predict with certainty the result of this or any other legal proceedings, the Company believes the allegations in the suit are without merit and does not expect this matter to have a material adverse effect on the Company's financial condition, results of operations, or cash flows. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information Six Months Ended (in thousands) 2020 2019 Supplemental Disclosure of Cash Flow Information: Interest paid $ 107,854 $ 124,647 Income taxes paid, net of refunds 1,388 1,916 Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 82,077 $ 121,066 Capital expenditures - development, net 6,823 10,623 Capital expenditures - non-development - reimbursable 13,923 1,000 Trade accounts payable 10,040 (10,392 ) Net cash paid $ 112,863 $ 122,297 Acquisition of communities from Healthpeak: Property, plant and equipment and leasehold intangibles, net $ 286,734 $ — Operating lease right-of-use assets (63,285 ) — Financing lease obligations 129,196 — Operating lease obligations 74,335 — Loss (gain) on debt modification and extinguishment, net (19,731 ) — Net cash paid $ 407,249 $ — Acquisition of other assets, net of related payables and cash received: Property, plant and equipment and leasehold intangibles, net $ 179 $ — Financing lease obligations 39,260 — Net cash paid $ 39,439 $ — Proceeds from sale of CCRC Venture, net: Investments in unconsolidated ventures $ (14,848 ) $ — Current portion of long-term debt 34,706 — Other liabilities 60,748 — Loss (gain) on sale of assets, net (369,831 ) — Net cash received $ (289,225 ) $ — Proceeds from sale of other assets, net: Prepaid expenses and other assets, net $ (1,261 ) $ (5,798 ) Assets held for sale (5,274 ) (41,882 ) Property, plant and equipment and leasehold intangibles, net (938 ) (688 ) Investments in unconsolidated ventures — (156 ) Other liabilities (1,862 ) (1,762 ) Loss (gain) on sale of assets, net (1,979 ) (2,144 ) Net cash received $ (11,314 ) $ (52,430 ) Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities: Assets designated as held for sale: Prepaid expenses and other assets, net $ — $ (5 ) Assets held for sale — (4,928 ) Property, plant and equipment and leasehold intangibles, net — 4,933 Net $ — $ — Healthpeak master lease modification: Property, plant and equipment and leasehold intangibles, net $ (57,462 ) $ — Operating lease right-of-use assets 88,044 — Financing lease obligations 70,874 — Operating lease obligations (101,456 ) — Net $ — $ — Other lease termination and modification, net: Prepaid expenses and other assets, net $ — $ (648 ) Property, plant and equipment and leasehold intangibles, net 13,548 (1,666 ) Operating lease right-of-use assets 1,350 (5,009 ) Financing lease obligations (15,483 ) — Operating lease obligations 606 5,654 Other liabilities (21 ) (337 ) Loss (gain) on facility lease termination and modification, net — 2,006 Net $ — $ — During the three months ended June 30, 2019, the Company and its joint venture partner contributed cash in an aggregate amount of $13.3 million to a consolidated joint venture which owned three senior housing communities. The Company obtained a $6.6 million promissory note receivable from its joint venture partner secured by a 50% equity interest in the joint venture in a non-cash exchange for the Company funding the $13.3 million aggregate contribution in cash. Restricted cash consists principally of escrow deposits for real estate taxes, property insurance, and capital expenditures required by certain lenders under mortgage debt agreements and deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) June 30, 2020 December 31, 2019 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 452,441 $ 240,227 Restricted cash 28,397 26,856 Long-term restricted cash 41,292 34,614 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 522,130 $ 301,697 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The difference between the Company's effective tax rate for the three and six months ended June 30, 2020 and June 30, 2019 was primarily due to the tax impact of the multi-part transaction with Healthpeak that occurred in the three months ended March 31, 2020. The impact represented the tax expense recorded on the gain of the sale of the Company's interest in the CCRC Venture offset by a decrease in the valuation allowance that was a direct result of the multi-part transaction with Healthpeak. This was slightly offset by the adjustment for stock-based compensation, which was greater in the six months ended June 30, 2019 compared to the six months ended June 30, 2020 . The Company recorded an aggregate deferred federal, state, and local tax benefit of $26.7 million for the three months ended June 30, 2020 and an aggregate deferred federal, state, and local tax expense of $64.2 million for the six months ended June 30, 2020 . The expense includes $93.1 million as a result of the gain on the sale of the Company's interest in the CCRC Venture offset by a benefit of $28.9 million as a result of the operating losses (exclusive of the CCRC Venture sale) for the six months ended June 30, 2020 . The benefit for the three months ended June 30, 2020 is offset by additional valuation allowance of $33.2 million . The tax expense for the six months ended June 30, 2020 is offset by a reduction in valuation allowance of $79.5 million . The Company recorded an aggregate deferred federal, state, and local tax benefit of $13.0 million and $19.5 million for the three and six months ended June 30, 2019 . The benefit includes $13.0 million and $21.2 million as a result of the operating losses for the three and six months ended June 30, 2019 . The benefit was reduced by a $1.7 million reduction in the deferred tax asset related to employee stock compensation for the six months ended June 30, 2019 . The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of June 30, 2020 and December 31, 2019 was $329.5 million and $408.9 million , respectively. The change in the valuation allowance for the six months ended June 30, 2020 is primarily the result of a reduction in the Company’s valuation allowance of $117.6 million as a result of the Healthpeak transaction offset by the anticipated reversal of future tax liabilities offset by future tax deductions. The increase in the valuation allowance during the six months ended June 30, 2019 was comprised of multiple components. The increase included $13.8 million resulting from the adoption of Accounting Standards Codification ("ASC") 842, Leases ("ASC 842") recorded to equity, and the related addition of future timing differences recorded in the three months ended March 31, 2019. An additional $21.7 million of allowance was established against the current operating loss incurred during the six months ended June 30, 2019 . Offsetting the increases was a decrease of $1.7 million of allowance as a result of removal of future timing differences related to employee stock compensation recorded in the three months ended March 31, 2019. The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the three and six months ended June 30, 2020 and 2019 which are included in income tax expense or benefit for the period. As of June 30, 2020 , tax returns for years 2015 through 2018 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers by payor source. The Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. See details on a reportable segment basis in the tables below. Three Months Ended June 30, 2020 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 129,678 $ 414,276 $ 59,980 $ 258 $ 604,192 Government reimbursement 600 17,880 13,744 70,566 102,790 Other third-party payor programs — — 5,301 19,346 24,647 Total resident fee revenue $ 130,278 $ 432,156 $ 79,025 $ 90,170 $ 731,629 Three Months Ended June 30, 2019 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 135,348 $ 433,589 $ 71,092 $ 193 $ 640,222 Government reimbursement 603 16,636 20,196 91,614 129,049 Other third-party payor programs — — 9,965 22,627 32,592 Total resident fee revenue $ 135,951 $ 450,225 $ 101,253 $ 114,434 $ 801,863 Six Months Ended June 30, 2020 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 264,968 $ 854,889 $ 124,683 $ 428 $ 1,244,968 Government reimbursement 1,172 34,746 33,149 144,255 213,322 Other third-party payor programs — — 15,740 40,306 56,046 Total resident fee revenue $ 266,140 $ 889,635 $ 173,572 $ 184,989 $ 1,514,336 Six Months Ended June 30, 2019 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 270,393 $ 875,500 $ 142,625 $ 383 $ 1,288,901 Government reimbursement 1,252 33,251 41,683 180,271 256,457 Other third-party payor programs — — 20,672 45,312 65,984 Total resident fee revenue $ 271,645 $ 908,751 $ 204,980 $ 225,966 $ 1,611,342 Contract Balances The payment terms and conditions within the Company's revenue-generating contracts vary by contract type and payor source, although terms generally include payment to be made within 30 days. Resident fee revenue for recurring and routine monthly services is generally billed monthly in advance under the Company's independent living, assisted living, and memory care residency agreements. Resident fee revenue for standalone or certain healthcare services is generally billed monthly in arrears. A portion of the Company's reimbursement from Medicare for certain healthcare services is billed near the start of each period of care, and cash is generally received before all services are rendered. The amount of revenue recognized for periods of care which are incomplete at period end is based on the Company's historical average percentage of days complete on each period of care and any unearned amounts are deferred and recognized when the service is performed. Additionally, non-refundable community fees are generally billed and collected in advance or upon move-in of a resident under the Company's independent living, assisted living, and memory care residency agreements. Amounts of revenue that are collected from residents in advance are recognized as deferred revenue until the performance obligations are satisfied. The Company had total deferred revenue (included within refundable fees and deferred revenue and other liabilities within the condensed consolidated balance sheets) of $154.7 million and $72.5 million , including $34.7 million and $38.9 million of monthly resident fees billed and received in advance, as of June 30, 2020 and December 31, 2019 , respectively. Such amount of total deferred revenue as of June 30, 2020 also included $85.0 million received in April 2020 under a temporary expansion of the Accelerated and Advance Payment Program administered by the Centers for Medicare & Medicaid Services ("CMS"). Such amount of advance receipts is anticipated to either be recognized as revenue and retained by the Company during the recoupment period from August to November 2020 as services are provided or refunded by the Company at the conclusion of such period. Refer to Note 3 for additional information on such program. For the six months ended June 30, 2020 and 2019 , the Company recognized $55.2 million and $72.7 million , respectively, of revenue that was included in the deferred revenue balance as of January 1, 2020 and 2019. The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose amounts for remaining performance obligations that have original expected durations of one year or less. For both the three months ended June 30, 2020 and 2019 , the Company recognized $3.6 million and for both the six months ended June 30, 2020 and 2019 , the Company recognized $7.6 million and $7.1 million , respectively, of charges within facility operating expense within the condensed consolidated statements of operations for additions to the allowance for credit losses. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has five reportable segments: Independent Living; Assisted Living and Memory Care; CCRCs; Health Care Services; and Management Services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment. Independent Living . The Company's Independent Living segment includes owned or leased communities that are primarily designed for middle to upper income seniors who desire an upscale residential environment providing the highest quality of service. The majority of the Company's independent living communities consist of both independent and assisted living units in a single community, which allows residents to age-in-place by providing them with a continuum of senior independent and assisted living services. Assisted Living and Memory Care. The Company's Assisted Living and Memory Care segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living and memory care communities include both freestanding, multi-story communities and freestanding, single story communities. The Company also provides memory care services at freestanding memory care communities that are specially designed for residents with Alzheimer's disease and other dementias. CCRCs. The Company's CCRCs segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living, and skilled nursing available on one campus or within the immediate market, and some also include memory care services. Health Care Services . The Company's Health Care Services segment includes the home health, hospice, and outpatient therapy services, as well as education and wellness programs, provided to residents of many of the Company's communities and to seniors living outside of the Company's communities. The Health Care Services segment does not include the skilled nursing and inpatient healthcare services provided in the Company's skilled nursing units, which are included in the Company's CCRCs segment. Management Services. The Company's Management Services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners. The following table sets forth selected segment financial and operating data: Three Months Ended Six Months Ended (in thousands) 2020 2019 2020 2019 Revenue and other operating income: Independent Living (1) $ 130,278 $ 135,951 $ 266,140 $ 271,645 Assisted Living and Memory Care (1) 432,308 450,225 889,787 908,751 CCRCs (1)(2) 88,571 101,253 183,118 204,980 Health Care Services (1)(2) 107,165 114,434 201,984 225,966 Management Services (3) 107,587 217,594 339,019 450,159 Total revenue and other operating income $ 865,909 $ 1,019,457 $ 1,880,048 $ 2,061,501 Segment operating income: (4) Independent Living $ 41,038 $ 51,459 $ 92,452 $ 104,335 Assisted Living and Memory Care 87,708 133,144 219,709 273,843 CCRCs 13,850 17,847 33,781 39,484 Health Care Services 9,692 9,167 571 17,340 Management Services 6,076 15,449 114,791 31,192 Total segment operating income 158,364 227,066 461,304 466,194 General and administrative expense (including non-cash stock-based compensation expense) 52,518 57,576 107,113 113,887 Facility operating lease expense 62,379 67,689 126,860 136,357 Depreciation and amortization 93,154 94,024 183,892 190,912 Asset impairment: Independent Living — — 31,317 — Assisted Living and Memory Care 10,290 1,180 43,088 1,537 CCRCs — — 12,173 — Health Care Services — — — — Management Services — 2,589 1,938 2,623 Total asset impairment: 10,290 3,769 88,516 4,160 Loss (gain) on facility lease termination and modification, net — 1,797 — 2,006 Income (loss) from operations $ (59,977 ) $ 2,211 $ (45,077 ) $ 18,872 As of (in thousands) June 30, 2020 December 31, 2019 Total assets: Independent Living $ 1,510,783 $ 1,441,652 Assisted Living and Memory Care 4,043,817 4,157,610 CCRCs 792,989 742,809 Health Care Services 248,702 256,715 Corporate and Management Services 828,252 595,647 Total assets $ 7,424,543 $ 7,194,433 (1) All revenue and other operating income is earned from external third parties in the United States. (2) The CCRCs and Health Care Services segments include $9.7 million and $17.0 million , respectively, of other operating income recognized for grants pursuant to the Emergency Fund described in Note 3 and other government sources. Allocations to the applicable segment reflect the segment's receipt and acceptance of the amounts and the Company's estimates of the segment's satisfaction of the conditions of grant during the period. (3) Management services segment revenue includes management fees and reimbursements of costs incurred on behalf of managed communities. (4) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 26, 2020 (the “Effective Date”), the Company entered into definitive agreements with Ventas in connection with the restructuring of the Company’s lease arrangements with Ventas, including a Master Transaction Letter Agreement (the “Master Agreement”). Pursuant to the Master Agreement: • On the Effective Date the parties entered into the Amended and Restated Master Lease and Security Agreement (the “Master Lease”) and Amended and Restated Guaranty (the “Guaranty”), which amended and restated the prior Master Lease and Security Agreement and prior Guaranty, each dated as of April 26, 2018 and as amended from time to time. Pursuant to the Master Lease, the Company continues to lease 120 communities for an aggregate initial annual minimum rent of approximately $100 million , which reflects a reduction of approximately $83 million of annual minimum rent in effect prior to the transaction. Effective on January 1 of each lease year, beginning January 1, 2022, the annual minimum rent will be subject to a 3% escalator. The initial term of the Master Lease ends December 31, 2025, with two 10-year extension options available to the Company. The annual minimum rent for the initial lease year of any such renewal term will be the greater of the fair market rental of the communities or the increased annual minimum rent for such lease year applying the foregoing 3% escalator. The Master Lease removed the prior provision that would have automatically extended the initial term in the event of the consummation of a change of control transaction by the Company. The Master Lease requires the Company to spend (or escrow with Ventas) a minimum of $1,500 per unit on a community-level basis and $3,600 per unit on an aggregate basis of all communities, in each case per 24-month period ending December 31 during the lease term, commencing with the 24-month period ending December 31, 2021. In addition, Ventas has agreed to fund costs associated with certain pre-approved capital expenditure projects in the aggregate amount of up to $37.8 million . Upon disbursement of such expenditures, the annual minimum rent under the Master Lease will increase by the amount of the disbursement multiplied by 50% of the sum of the then current 10-year treasury note rate and 4.5% . The transaction agreements with Ventas further provide that the Master Lease and certain other agreements between the parties will be cross-defaulted. The Company’s subsidiaries’ obligations under the Master Lease are guaranteed at the parent level pursuant to the Guaranty. The Guaranty removed the prior requirements that the Company satisfy, at the parent level, financial covenants and that the Company maintain a security deposit with Ventas. The Guaranty also removed the prior right of Ventas to terminate the Master Lease on the basis of parent level financial covenants. Pursuant to the terms of the Guaranty, the Company may consummate a change of control transaction without the need for consent of Ventas so long as certain objective conditions are satisfied, including the post-transaction guarantor’s maintaining a minimum tangible net worth of at least $600 million , having minimum levels of operational experience and reputation in the senior living industry, and paying a change of control fee of $25 million to Ventas. The Guaranty removed the prior provisions that would have required that such post-transaction guarantor satisfy a maximum leverage ratio level, that the Company fund additional capital expenditures, and that the Company extend the term upon the occurrence of the change in control transaction. Under the terms of the Guaranty, commencing January 1, 2024 (and until such time (if any) as the Company exercises its lease term extension option with respect to the Master Lease), Ventas shall have the right to terminate the Master Lease (with respect to one or more communities), provided that the trailing twelve month coverage ratio of each such community is less than 0.9x and provided further that the removal and termination of any such communities does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such removal and termination. • On the Effective Date, the Company entered into a Second Amended and Restated Omnibus Agreement with Ventas, which provides that if a default occurs and is continuing under certain other material leases or under certain material financings and if the same continues beyond the permitted cure period or the applicable landlord or lender exercises any material remedies, Ventas shall have the right to transition all or a portion of the communities from the Master Lease to a management arrangement with the Company pursuant to a market management agreement (which is terminable by either party). Notwithstanding the foregoing, Ventas may only transition community(ies) from the Master Lease to a management arrangement if such transition does not result in a portfolio coverage ratio with respect to the remaining communities in the Master Lease that is less than the portfolio coverage ratio prior to such transition. • On the Effective Date, the Company conveyed five owned communities to Ventas in full release and satisfaction of $78 million principal amount of indebtedness secured by the communities. Upon closing, the parties entered into new terminable, market rate management agreements pursuant to which the Company will manage the communities. The Company also paid to Ventas $115 million in cash, released all security deposits under the former guaranty (which included the release of a $42.4 million deposit held by Ventas and the payment of $4.2 million in cash as settlement of the amount of letters of credit), and issued a $45 million unsecured interest-only promissory note to Ventas. The initial interest rate of the promissory note is 9.0% per annum and will increase by 0.50% on each anniversary of the date of issuance. The Company may prepay the outstanding principal amount in whole or in part at any time without premium or penalty. The promissory note matures on the earlier of December 31, 2025 or the occurrence of a change of control transaction (as defined in the Guaranty). • On the Effective Date, the Company issued to Ventas a warrant (the “Warrant”) to purchase 16.3 million shares of the Company’s common stock, $0.01 par value per share, at a price per share of $3.00 . The Warrant is exercisable at Ventas’ option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions. To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all the Company’s classes of capital stock or of the total value of shares of all the Company’s classes of capital stock (the “Ownership Cap”) (other than as a result of actions taken by Ventas), the Company would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require the Company to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap. The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof. On the Effective Date, the parties entered into a Registration Rights Agreement, pursuant to which Ventas and its permitted transferees are entitled to certain registration rights. Under the terms of the agreement, the Company is required to use reasonable best efforts to prepare and file a shelf registration statement with the SEC as promptly as practicable, but no later than the close of business on the fifth day following the date on which the Company files its Quarterly Report on Form 10-Q for the period ended June 30, 2020, with respect to the shares of common stock underlying the Warrant, and, if the registration statement is not automatically effective, to have the registration statement declared effective promptly thereafter. Ventas is entitled to customary underwritten offering, piggyback and additional demand registration rights with respect to the shares underlying the Warrant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position, results of operations, and cash flows of the Company for all periods presented. Certain information and footnote disclosures included in annual financial statements have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. These interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 19, 2020. Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's condensed consolidated financial position or results of operations. Except for the changes for the impact of the recently adopted accounting pronouncements discussed in this Note, the Company has consistently applied its accounting policies to all periods presented in these condensed consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Brookdale and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operations, are accounted for by the equity method. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions, and the proportionate share of the net income or loss of each respective entity. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, revenue and other operating income, asset impairments, self-insurance reserves, performance-based compensation, the allowance for credit losses, depreciation and amortization, leasing transactions, income taxes, and other contingencies. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from the original estimates. |
Lease Accounting | Lease Accounting The Company, as lessee, recognizes a right-of-use asset and a lease liability on the Company's condensed consolidated balance sheet for its community, office, and equipment leases. As of the commencement date of a lease, a lease liability and corresponding right-of-use asset is established on the Company's condensed consolidated balance sheet at the present value of future minimum lease payments. The Company's community leases generally contain fixed annual rent escalators or annual rent escalators based on an index, such as the consumer price index. The future minimum lease payments recognized on the condensed consolidated balance sheet include fixed payments (including in-substance fixed payments) and variable payments estimated utilizing the index or rate on the lease commencement date. The Company recognizes lease expense as incurred for additional variable payments. For the Company's leases that do not contain an implicit rate, the Company utilizes its estimated incremental borrowing rate to determine the present value of lease payments based on information available at commencement of the lease. The Company's estimated incremental borrowing rate reflects the fixed rate at which the Company could borrow a similar amount for the same term on a collateralized basis. The Company elected the short-term lease exception policy which permits leases with an initial term of 12 months or less to not be recorded on the Company's consolidated balance sheet and instead to be recognized as lease expense as incurred. The Company, as lessee, makes a determination with respect to each of its community, office, and equipment leases as to whether each should be accounted for as an operating lease or financing lease. The classification criteria is based on estimates regarding the fair value of the leased asset, minimum lease payments, effective cost of funds, economic life of the asset, and certain other terms in the lease agreements. Lease right-of-use assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of right-of-use assets are assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset, calculated utilizing the lowest level of identifiable cash flows. If estimated future undiscounted net cash flows are less than the carrying amount of the asset then the fair value of the asset is estimated. The impairment expense is determined by comparing the estimated fair value of the asset to its carrying amount, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates and estimated lease coverage ratios (Level 3). Operating Leases The Company recognizes operating lease expense for actual rent paid, generally plus or minus a straight-line adjustment for estimated minimum lease escalators if applicable. The right-of-use asset is generally reduced each period by an amount equal to the difference between the operating lease expense and the amount of expense on the lease liability utilizing the effective interest method. Subsequent to the impairment of an operating lease right-of-use asset, the Company recognizes operating lease expense consisting of the reduction of the right-of-use asset on a straight-line basis over the remaining lease term and the amount of expense on the lease liability utilizing the effective interest method. Financing Leases Financing lease right-of-use assets are recognized within property, plant and equipment and leasehold intangibles, net on the Company's consolidated balance sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term unless the lease contains an option to purchase the underlying asset that the Company is reasonably certain to exercise. If the Company is reasonably certain to exercise the purchase option, the asset is amortized over the useful life. Sale-Leaseback Transactions For transactions in which an owned community is sold and leased back from the buyer (sale-leaseback transactions), the Company recognizes an asset sale and lease accounting is applied if the Company has transferred control of the community. For such transactions, the Company removes the transferred assets from the consolidated balance sheet and a gain or loss on the sale is recognized for the difference between the carrying amount of the asset and the transaction price for the sale transaction. For sale‑leaseback transactions in which the Company has not transferred control of the underlying asset, the Company does not recognize an asset sale or derecognize the underlying asset until control is transferred. For such transactions, the Company continues to recognize the assets within property, plant and equipment and leasehold intangibles, net and continues to depreciate the asset over its useful life. Additionally, the Company accounts for any amounts received as a financing lease liability and the Company recognizes interest expense on the financing lease liability utilizing the effective interest method with the interest expense limited to an amount that is not greater than the cash payments on the financing lease liability over the term of the lease. |
Gain (Loss) on Sale of Assets | Gain (Loss) on Sale of Assets The Company regularly enters into real estate transactions which may include the disposition of certain communities, including the associated real estate. The Company recognizes gain or loss from real estate sales when the transfer of control is complete. |
Property, Plant and Equipment and Leasehold Intangibles, Net | Property, Plant and Equipment and Leasehold Intangibles, Net Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company is required to recognize an impairment loss. The impairment loss is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value, with any amount in excess of fair value recognized as an expense in the current period. Undiscounted cash flow projections and estimates of fair value amounts are based on a number of assumptions such as revenue and expense growth rates, estimated holding periods, and estimated capitalization rates (Level 3). |
Goodwill | Goodwill The Company tests goodwill for impairment annually during the fourth quarter or more frequently if indicators of impairment arise. Factors the Company considers important in its analysis of whether an indicator of impairment exists include a significant decline in the Company's stock price or market capitalization for a sustained period since the last testing date, significant underperformance relative to historical or projected future operating results, and significant negative industry or economic trends. The Company first assesses qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If so, the Company performs a quantitative goodwill impairment test based upon a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned with the reporting unit's carrying amount. The fair values used in the quantitative goodwill impairment test are estimated using Level 3 inputs based upon discounted future cash flow projections for the reporting unit. These cash flow projections are based upon a number of estimates and assumptions such as revenue and expense growth rates, capitalization rates, and discount rates. The Company also considers market-based measures such as earnings multiples in its analysis of estimated fair values of its reporting units. If the quantitative goodwill impairment test results in a reporting unit's carrying amount exceeding its estimated fair value, an impairment charge will be recorded based on the difference, with the impairment charge limited to the amount of goodwill allocated to the reporting unit. |
Recently Adopted Accounting Pronouncements/Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted this standard effective January 1, 2020 and recognized the cumulative effect of the adoption as an immaterial adjustment to beginning accumulated deficit as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13. In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which amends the former accounting principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The Company adopted these lease accounting standards effective January 1, 2019 and recognized the cumulative effect of the adoption as a $55.9 million adjustment to beginning accumulated deficit as of January 1, 2019. See Footnote 2, Summary of Significant Accounting Policies, in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the computation of basic and diluted earnings (loss) per share amounts presented in the condensed consolidated statements of operations: Three Months Ended Six Months Ended 2020 2019 2020 2019 Income attributable to common shareholders: Net income (loss) $ (118,401 ) $ (55,470 ) $ 251,114 $ (98,065 ) Weighted average shares outstanding - basic 183,178 186,140 183,682 186,442 Effect of dilutive securities - Unvested restricted stock and restricted stock units — — 180 — Weighted average shares outstanding - diluted 183,178 186,140 183,862 186,442 Basic earnings (loss) per common share: Net income (loss) per share attributable to common shareholders $ (0.65 ) $ (0.30 ) $ 1.37 $ (0.53 ) Diluted earnings (loss) per common share: Net income (loss) per share attributable to common shareholders $ (0.65 ) $ (0.30 ) $ 1.37 $ (0.53 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Goodwill and Asset Impairment Expense | The following is a summary of asset impairment expense. Three Months Ended Six Months Ended (in millions) 2020 2019 2020 2019 Property, plant and equipment and leasehold intangibles, net $ 3.7 $ 1.2 $ 14.7 $ 1.2 Operating lease right-of-use assets 6.6 — 72.3 — Investment in unconsolidated ventures — — 1.5 — Other intangible assets, net — 2.6 — 2.6 Other assets, net — — — 0.4 Asset impairment $ 10.3 $ 3.8 $ 88.5 $ 4.2 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Current year grants of restricted shares | Grants of restricted stock units and stock awards under the Company's 2014 Omnibus Incentive Plan were as follows: (in thousands, except for per share and unit amounts) Restricted Stock Units and Stock Awards Granted Weighted Average Grant Date Fair Value Total Grant Date Fair Value Three months ended March 31, 2020 4,438 $ 7.06 $ 31,341 Three months ended June 30, 2020 78 $ 3.91 $ 303 |
Property, Plant and Equipment_2
Property, Plant and Equipment and Leasehold Intangibles, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment and leasehold intangibles, net | As of June 30, 2020 and December 31, 2019 , net property, plant and equipment and leasehold intangibles, which include assets under financing leases, consisted of the following: (in thousands) June 30, 2020 December 31, 2019 Land $ 507,336 $ 450,894 Buildings and improvements 5,257,530 4,790,769 Furniture and equipment 935,755 859,849 Resident and leasehold operating intangibles 316,704 317,111 Construction in progress 60,653 80,729 Assets under financing leases and leasehold improvements 1,548,305 1,847,493 Property, plant and equipment and leasehold intangibles 8,626,283 8,346,845 Accumulated depreciation and amortization (3,369,915 ) (3,237,011 ) Property, plant and equipment and leasehold intangibles, net $ 5,256,368 $ 5,109,834 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt as of June 30, 2020 and December 31, 2019 consists of the following: (in thousands) June 30, 2020 December 31, 2019 Mortgage notes payable due 2020 through 2047; weighted average interest rate of 4.08% for the six months ended June 30, 2020, less debt discount and deferred financing costs of $21.8 million and $17.0 million as of June 30, 2020 and December 31, 2019, respectively (weighted average interest rate of 4.72% in 2019) $ 3,681,795 $ 3,496,735 Other notes payable, weighted average interest rate of 4.56% for the six months ended June 30, 2020 (weighted average interest rate of 5.77% in 2019) and maturity dates ranging from 2020 to 2021 10,570 58,388 Total long-term debt 3,692,365 3,555,123 Current portion 222,572 339,413 Total long-term debt, less current portion $ 3,469,793 $ 3,215,710 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lease Costs | A summary of operating and financing lease expense (including the respective presentation on the condensed consolidated statements of operations) and cash flows from leasing transactions is as follows: Three Months Ended Six Months Ended Operating Leases (in thousands) 2020 2019 2020 2019 Facility operating expense $ 4,935 $ 4,604 $ 9,785 $ 9,229 Facility lease expense 62,379 67,689 126,860 136,357 Operating lease expense 67,314 72,293 136,645 145,586 Operating lease expense adjustment (1) 8,221 4,429 14,954 8,812 Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements (6,421 ) (1,000 ) (10,509 ) (1,000 ) Operating cash flows from operating leases $ 69,114 $ 75,722 $ 141,090 $ 153,398 (1) Represents the difference between cash paid and expense recognized. Three Months Ended Six Months Ended Financing Leases (in thousands) 2020 2019 2020 2019 Depreciation and amortization $ 8,037 $ 11,677 $ 17,181 $ 23,355 Interest expense: financing lease obligations 11,892 16,649 25,174 33,392 Financing lease expense $ 19,929 $ 28,326 $ 42,355 $ 56,747 Operating cash flows from financing leases $ 11,892 $ 16,649 $ 25,174 $ 33,392 Financing cash flows from financing leases 4,677 5,500 9,764 10,953 Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement (1,675 ) — (3,414 ) — Total cash flows from financing leases $ 14,894 $ 22,149 $ 31,524 $ 44,345 |
Finance Lease, Liability, Maturity | The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of June 30, 2020 are as follows (in thousands): Year Ending December 31, Operating Leases Financing Leases 2020 (six months) $ 149,099 $ 33,263 2021 287,241 66,168 2022 286,171 66,808 2023 288,435 67,571 2024 289,829 68,814 Thereafter 578,012 168,527 Total lease payments 1,878,787 471,151 Purchase option liability and non-cash gain on future sale of property — 437,356 Imputed interest and variable lease payments (469,245 ) (305,533 ) Total lease obligations $ 1,409,542 $ 602,974 |
Lessee, Operating Lease, Liability, Maturity | The aggregate amounts of future minimum lease payments, including community, office, and equipment leases recognized on the condensed consolidated balance sheet as of June 30, 2020 are as follows (in thousands): Year Ending December 31, Operating Leases Financing Leases 2020 (six months) $ 149,099 $ 33,263 2021 287,241 66,168 2022 286,171 66,808 2023 288,435 67,571 2024 289,829 68,814 Thereafter 578,012 168,527 Total lease payments 1,878,787 471,151 Purchase option liability and non-cash gain on future sale of property — 437,356 Imputed interest and variable lease payments (469,245 ) (305,533 ) Total lease obligations $ 1,409,542 $ 602,974 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow information | Six Months Ended (in thousands) 2020 2019 Supplemental Disclosure of Cash Flow Information: Interest paid $ 107,854 $ 124,647 Income taxes paid, net of refunds 1,388 1,916 Capital expenditures, net of related payables: Capital expenditures - non-development, net $ 82,077 $ 121,066 Capital expenditures - development, net 6,823 10,623 Capital expenditures - non-development - reimbursable 13,923 1,000 Trade accounts payable 10,040 (10,392 ) Net cash paid $ 112,863 $ 122,297 Acquisition of communities from Healthpeak: Property, plant and equipment and leasehold intangibles, net $ 286,734 $ — Operating lease right-of-use assets (63,285 ) — Financing lease obligations 129,196 — Operating lease obligations 74,335 — Loss (gain) on debt modification and extinguishment, net (19,731 ) — Net cash paid $ 407,249 $ — Acquisition of other assets, net of related payables and cash received: Property, plant and equipment and leasehold intangibles, net $ 179 $ — Financing lease obligations 39,260 — Net cash paid $ 39,439 $ — Proceeds from sale of CCRC Venture, net: Investments in unconsolidated ventures $ (14,848 ) $ — Current portion of long-term debt 34,706 — Other liabilities 60,748 — Loss (gain) on sale of assets, net (369,831 ) — Net cash received $ (289,225 ) $ — Proceeds from sale of other assets, net: Prepaid expenses and other assets, net $ (1,261 ) $ (5,798 ) Assets held for sale (5,274 ) (41,882 ) Property, plant and equipment and leasehold intangibles, net (938 ) (688 ) Investments in unconsolidated ventures — (156 ) Other liabilities (1,862 ) (1,762 ) Loss (gain) on sale of assets, net (1,979 ) (2,144 ) Net cash received $ (11,314 ) $ (52,430 ) Supplemental Schedule of Non-cash Operating, Investing, and Financing Activities: Assets designated as held for sale: Prepaid expenses and other assets, net $ — $ (5 ) Assets held for sale — (4,928 ) Property, plant and equipment and leasehold intangibles, net — 4,933 Net $ — $ — Healthpeak master lease modification: Property, plant and equipment and leasehold intangibles, net $ (57,462 ) $ — Operating lease right-of-use assets 88,044 — Financing lease obligations 70,874 — Operating lease obligations (101,456 ) — Net $ — $ — Other lease termination and modification, net: Prepaid expenses and other assets, net $ — $ (648 ) Property, plant and equipment and leasehold intangibles, net 13,548 (1,666 ) Operating lease right-of-use assets 1,350 (5,009 ) Financing lease obligations (15,483 ) — Operating lease obligations 606 5,654 Other liabilities (21 ) (337 ) Loss (gain) on facility lease termination and modification, net — 2,006 Net $ — $ — During the three months ended June 30, 2019, the Company and its joint venture partner contributed cash in an aggregate amount of $13.3 million to a consolidated joint venture which owned three senior housing communities. The Company obtained a $6.6 million promissory note receivable from its joint venture partner secured by a 50% equity interest in the joint venture in a non-cash exchange for the Company funding the $13.3 million aggregate contribution in cash. Restricted cash consists principally of escrow deposits for real estate taxes, property insurance, and capital expenditures required by certain lenders under mortgage debt agreements and deposits as security for self-insured retention risk under workers' compensation programs and property insurance programs. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sums to the total of the same such amounts shown in the condensed consolidated statements of cash flows. (in thousands) June 30, 2020 December 31, 2019 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 452,441 $ 240,227 Restricted cash 28,397 26,856 Long-term restricted cash 41,292 34,614 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 522,130 $ 301,697 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company disaggregates its revenue from contracts with customers by payor source. The Company believes it best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. See details on a reportable segment basis in the tables below. Three Months Ended June 30, 2020 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 129,678 $ 414,276 $ 59,980 $ 258 $ 604,192 Government reimbursement 600 17,880 13,744 70,566 102,790 Other third-party payor programs — — 5,301 19,346 24,647 Total resident fee revenue $ 130,278 $ 432,156 $ 79,025 $ 90,170 $ 731,629 Three Months Ended June 30, 2019 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 135,348 $ 433,589 $ 71,092 $ 193 $ 640,222 Government reimbursement 603 16,636 20,196 91,614 129,049 Other third-party payor programs — — 9,965 22,627 32,592 Total resident fee revenue $ 135,951 $ 450,225 $ 101,253 $ 114,434 $ 801,863 Six Months Ended June 30, 2020 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 264,968 $ 854,889 $ 124,683 $ 428 $ 1,244,968 Government reimbursement 1,172 34,746 33,149 144,255 213,322 Other third-party payor programs — — 15,740 40,306 56,046 Total resident fee revenue $ 266,140 $ 889,635 $ 173,572 $ 184,989 $ 1,514,336 Six Months Ended June 30, 2019 (in thousands) Independent Living Assisted Living and Memory Care CCRCs Health Care Services Total Private pay $ 270,393 $ 875,500 $ 142,625 $ 383 $ 1,288,901 Government reimbursement 1,252 33,251 41,683 180,271 256,457 Other third-party payor programs — — 20,672 45,312 65,984 Total resident fee revenue $ 271,645 $ 908,751 $ 204,980 $ 225,966 $ 1,611,342 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The following table sets forth selected segment financial and operating data: Three Months Ended Six Months Ended (in thousands) 2020 2019 2020 2019 Revenue and other operating income: Independent Living (1) $ 130,278 $ 135,951 $ 266,140 $ 271,645 Assisted Living and Memory Care (1) 432,308 450,225 889,787 908,751 CCRCs (1)(2) 88,571 101,253 183,118 204,980 Health Care Services (1)(2) 107,165 114,434 201,984 225,966 Management Services (3) 107,587 217,594 339,019 450,159 Total revenue and other operating income $ 865,909 $ 1,019,457 $ 1,880,048 $ 2,061,501 Segment operating income: (4) Independent Living $ 41,038 $ 51,459 $ 92,452 $ 104,335 Assisted Living and Memory Care 87,708 133,144 219,709 273,843 CCRCs 13,850 17,847 33,781 39,484 Health Care Services 9,692 9,167 571 17,340 Management Services 6,076 15,449 114,791 31,192 Total segment operating income 158,364 227,066 461,304 466,194 General and administrative expense (including non-cash stock-based compensation expense) 52,518 57,576 107,113 113,887 Facility operating lease expense 62,379 67,689 126,860 136,357 Depreciation and amortization 93,154 94,024 183,892 190,912 Asset impairment: Independent Living — — 31,317 — Assisted Living and Memory Care 10,290 1,180 43,088 1,537 CCRCs — — 12,173 — Health Care Services — — — — Management Services — 2,589 1,938 2,623 Total asset impairment: 10,290 3,769 88,516 4,160 Loss (gain) on facility lease termination and modification, net — 1,797 — 2,006 Income (loss) from operations $ (59,977 ) $ 2,211 $ (45,077 ) $ 18,872 As of (in thousands) June 30, 2020 December 31, 2019 Total assets: Independent Living $ 1,510,783 $ 1,441,652 Assisted Living and Memory Care 4,043,817 4,157,610 CCRCs 792,989 742,809 Health Care Services 248,702 256,715 Corporate and Management Services 828,252 595,647 Total assets $ 7,424,543 $ 7,194,433 (1) All revenue and other operating income is earned from external third parties in the United States. (2) The CCRCs and Health Care Services segments include $9.7 million and $17.0 million , respectively, of other operating income recognized for grants pursuant to the Emergency Fund described in Note 3 and other government sources. Allocations to the applicable segment reflect the segment's receipt and acceptance of the amounts and the Company's estimates of the segment's satisfaction of the conditions of grant during the period. (3) Management services segment revenue includes management fees and reimbursements of costs incurred on behalf of managed communities. (4) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect change in accounting principle | $ 939,889 | $ 1,052,230 | $ 698,725 | $ 866,204 | $ 917,597 | $ 1,018,413 |
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect change in accounting principle | $ (3,142,089) | (3,023,688) | (3,393,088) | $ (3,223,222) | (3,167,752) | (3,069,272) |
Accumulated Deficit | Cumulative Effect Period Of Adoption Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect change in accounting principle | $ 0 | $ (115) | $ 0 | $ (55,885) |
COVID-19 Pandemic (Details)
COVID-19 Pandemic (Details) $ in Thousands | Jul. 26, 2020USD ($)community | Mar. 31, 2020USD ($)transactioncommunity | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | |||||
Line of credit, borrowings outstanding | $ 166,381 | $ 166,381 | $ 0 | ||
Capital expenditures incurred but not yet paid | 50,000 | ||||
Aggregate minimum rent amount | 1,878,787 | 1,878,787 | |||
Rent reduced the next twelve months | 287,241 | 287,241 | |||
Total liquidity | 600,200 | 600,200 | |||
Unrestricted cash and cash equivalents | 452,441 | 452,441 | $ 240,227 | ||
Marketable securities | 109,900 | 109,900 | |||
Number of non-recourse mortgage debt financing transactions | transaction | 3 | ||||
Payments of financing costs | $ 208,500 | ||||
Number of communities acquired | community | 26 | ||||
Debt remaining 2020 | 36,400 | 36,400 | |||
Debt remaining 2021 | 254,100 | 254,100 | |||
CARES Act | |||||
Subsequent Event [Line Items] | |||||
Facility operating expense | 60,600 | 70,600 | |||
Non-cash asset impairment charges | 10,300 | 87,000 | |||
Employer portion of payroll taxes delayed | 26,500 | 26,500 | |||
Income recognized from Emergency Fund grant | 26,400 | ||||
Unrecognized grants | 7,100 | 7,100 | |||
Net grants received from Emergency Fund | 33,500 | 33,500 | |||
CARES Act | Accelerated and Advance Payment Program | |||||
Subsequent Event [Line Items] | |||||
Amount received from Accelerated and Advance Payment Program | $ 85,000 | $ 85,000 | |||
Percent of Medicare advanced payment | 100.00% | 100.00% | |||
Repayment period start (in days) | 120 days | ||||
Repayment period (in days) | 210 days | ||||
Health Care Services and CCRCs | CARES Act | |||||
Subsequent Event [Line Items] | |||||
Cash made available for Emergency Fund | $ 28,800 | ||||
Nursing Facilities | CARES Act | |||||
Subsequent Event [Line Items] | |||||
Cash made available for Emergency Fund | 4,700 | ||||
Line of Credit | Fifth Amended and Restated Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Line of credit, borrowings outstanding | $ 166,400 | 166,400 | $ 166,400 | ||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, remaining borrowing capacity | 37,900 | $ 37,900 | |||
Subsequent Event | Ventas, Inc | |||||
Subsequent Event [Line Items] | |||||
Capital expenditures incurred but not yet paid | $ 37,800 | ||||
Number of communities leased | community | 120 | ||||
Payments for Advance to Affiliate | $ 119,200 | ||||
Aggregate minimum rent amount | 100,000 | ||||
Rent reduced the next twelve months | $ 86,000 | ||||
Loans Insured or Guaranteed by US Government Authorities | CARES Act | |||||
Subsequent Event [Line Items] | |||||
Relief received from the Emergency Fund | $ 33,500 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ (118,401) | $ (55,470) | $ 251,114 | $ (98,065) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 183,178 | 186,140 | 183,682 | 186,442 |
Effect of dilutive securities - Unvested restricted stock and restricted stock units | $ 0 | $ 0 | $ 180 | $ 0 |
Diluted (in shares) | 183,178 | 186,140 | 183,862 | 186,442 |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Basic (in dollars per share) | $ (0.65) | $ (0.30) | $ 1.37 | $ (0.53) |
Diluted (in dollars per share) | $ (0.65) | $ (0.30) | $ 1.37 | $ (0.53) |
Performance-Based Restricted Shares | ||||
Weighted average common shares outstanding: | ||||
Diluted (in shares) | 1,800 | |||
Unvested Restricted Stock | ||||
Weighted average common shares outstanding: | ||||
Diluted (in shares) | 9,100 | 7,100 | ||
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Antidilutive securities (shares) | 7,800 | 7,500 |
Acquisitions, Dispositions an_2
Acquisitions, Dispositions and Other Transactions - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2020community | Jun. 30, 2020USD ($)community | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)community | Jun. 30, 2019USD ($)community | Dec. 31, 2019USD ($)community | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities acquired | 26 | |||||
Number of communities disposed of | 8 | |||||
Operating and financing leases, number of communities | 305 | 305 | ||||
Assets held for sale | $ | $ 37,397 | $ 37,397 | $ 42,671 | |||
Gain (loss) on sale of assets, net | $ | $ (1,029) | $ 2,846 | $ 371,810 | $ 2,144 | ||
Communities Disposed of Through Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities disposed of | 15 | |||||
Communities Disposed of Through Lease Terminations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities disposed of | 12 | |||||
Sale of 8 communities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net cash proceeds | $ | 44,100 | |||||
Mortgage notes payable | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Payment for debt extinguishment or debt prepayment cost | $ | $ 5,100 | |||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Communities Disposed of Through Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities disposed of | 1 | 14 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Two Communities Held For Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities classified as held for sale | 2 | |||||
Assets held for sale | $ | $ 37,400 | $ 37,400 | ||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Sale of 1 Community | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net cash proceeds | $ | 5,500 | |||||
Gain (loss) on sale of assets, net | $ | $ 200 | |||||
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | Sale of 14 Communities | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net cash proceeds | $ | $ 85,400 | |||||
Gain (loss) on sale of assets, net | $ | $ 5,500 | |||||
Current Property Ownership Status | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities owned | 355 | 355 | ||||
Operating and financing leases, number of communities | 305 | 305 | ||||
Number of communities managed by third party | 77 | 77 | ||||
Communities Acquired Previously Leased Or Managed | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities acquired | 26 | |||||
Healthpeak | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities acquired | 8 | |||||
Purchase price | $ | $ 39,300 | |||||
Healthpeak | Communities Acquired Previously Leased Or Managed | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of communities acquired | 18 |
Acquisitions, Dispositions an_3
Acquisitions, Dispositions and Other Transactions - Healthpeak CCRC Venture and Master Lease Transactions (Details) | Oct. 01, 2019USD ($)entry_feeextension_optioncommunity | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)community | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||
Number of additional entry fee | entry_fee | 1 | ||||||
Gain (loss) on sale of assets, net | $ (1,029,000) | $ 2,846,000 | $ 371,810,000 | $ 2,144,000 | |||
Payments (proceeds) for management agreement termination fee | $ 100,000,000 | ||||||
Marketable securities | 109,873,000 | 109,873,000 | $ 68,567,000 | ||||
Gain (loss) on extinguishment of debt | (157,000) | $ (2,672,000) | $ 19,024,000 | $ (2,739,000) | |||
Number of communities previously subject to sale leaseback transactions | community | 8 | ||||||
HCP, Inc. | CCRCs | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of voting interests acquired | 51.00% | ||||||
Number of entry fee | entry_fee | 14 | ||||||
Purchase price | $ 289,200,000 | ||||||
Working capital adjustment | $ 5,900,000 | ||||||
Payments to acquire interest in joint venture | 1,060,000,000 | ||||||
Gain (loss) on sale of assets, net | $ 369,800,000 | ||||||
Payments (proceeds) for management agreement termination fee | $ 100,000,000 | ||||||
Master Lease Transactions | |||||||
Business Acquisition [Line Items] | |||||||
Number of continuing communities | community | 24 | ||||||
Operating leases, rent expense | $ 41,700,000 | ||||||
Annual escalator rate | 2.40% | ||||||
Operating lease, initial lease rate | 7.00% | ||||||
Gain (loss) on extinguishment of debt | 19,700,000 | ||||||
Financing lease obligations, carrying value | $ 105,100,000 | ||||||
Master Lease Transactions | HCP, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire interest in joint venture | $ 405,500,000 | ||||||
Direct acquisition costs | $ 1,700,000 | ||||||
Number of communities leased | community | 25 | ||||||
Number of communities, acquired, previously leased or managed | community | 18 | ||||||
Number of leases communities transferred to successor operator | community | 1 | ||||||
Number of continuing communities | community | 24 | ||||||
Number of extensions | extension_option | 2 | ||||||
Term of extensions | 10 years | ||||||
Operating lease, capital expenditures, availability | $ 35,000,000 | ||||||
Non-Recourse First Mortgages | Master Lease Transactions | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from issuance of debt | $ 192,600,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($)communitylease | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)communitylease | Jun. 30, 2019USD ($) | Mar. 31, 2020USD ($)community | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Marketable securities | $ 109,873 | $ 109,873 | $ 68,567 | |||
Line of credit, borrowings outstanding | 166,381 | 166,381 | 0 | |||
Debt | $ 3,692,365 | $ 3,692,365 | 3,555,123 | |||
Number of communities leased | lease | 237 | 237 | ||||
Operating lease, right of use assets impairment charge | $ 6,600 | $ 72,300 | ||||
Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Marketable securities | 109,900 | 109,900 | ||||
Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Operating lease, right of use assets impairment charge | 6,600 | $ 0 | 72,300 | $ 0 | ||
Property, plant and equipment and leasehold intangibles impairment charge | $ 3,700 | $ 1,200 | $ 14,700 | $ 1,200 | ||
Condensed Consolidated Balance Sheet | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Number of communities leased | community | 9 | 9 | 35 | |||
Estimated fair value | $ 10,300 | $ 10,300 | $ 106,700 | |||
Minimum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Discount rate | 11.20% | 11.20% | ||||
Maximum | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Discount rate | 12.30% | 12.30% | ||||
Long-term debt and lines of credit | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt | $ 3,900,000 | $ 3,900,000 | $ 3,600,000 | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Line of credit, borrowings outstanding | $ 166,400 | $ 166,400 | $ 166,400 |
Fair Value Measurements - Goodw
Fair Value Measurements - Goodwill and Asset Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Operating lease right-of-use assets | $ 6,600 | $ 72,300 | ||||
Goodwill and asset impairment | 10,290 | $ 3,769 | 88,516 | $ 4,160 | $ 88,516 | $ 4,160 |
Nonrecurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Property, plant and equipment and leasehold intangibles, net | 3,700 | 1,200 | 14,700 | 1,200 | ||
Operating lease right-of-use assets | 6,600 | 0 | 72,300 | 0 | ||
Investment in unconsolidated ventures | 0 | 0 | 1,500 | 0 | ||
Other intangible assets, net | 0 | 2,600 | 0 | 2,600 | ||
Other assets, net | 0 | 0 | 0 | 400 | ||
Goodwill and asset impairment | $ 10,300 | $ 3,800 | $ 88,500 | $ 4,200 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Unvested Restricted Stock - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units and Stock Awards Granted (in shares) | 78 | 4,438 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 3.91 | $ 7.06 |
Total grant date fair value of restricted shares granted | $ 303 | $ 31,341 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Goodwill | $ 154,131,000 | $ 154,131,000 |
Amortization expense related to definite-lived intangible assets | 0 | |
Independent Living | ||
Goodwill [Line Items] | ||
Goodwill | $ 27,300,000 | |
Health Care Services | ||
Goodwill [Line Items] | ||
Goodwill | $ 126,800,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment and Leasehold Intangibles, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | $ 8,626,283 | $ 8,626,283 | $ 8,346,845 | ||
Accumulated depreciation and amortization | (3,369,915) | (3,369,915) | (3,237,011) | ||
Property, plant and equipment and leasehold intangibles, net | 5,256,368 | 5,256,368 | 5,109,834 | ||
Finance lease, right-of-use asset | 400,000 | 400,000 | 600,000 | ||
Depreciation and amortization expense | 93,200 | $ 93,200 | 183,900 | $ 189,300 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | 507,336 | 507,336 | 450,894 | ||
Buildings and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | 5,257,530 | 5,257,530 | 4,790,769 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | 935,755 | 935,755 | 859,849 | ||
Resident and leasehold operating intangibles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | 316,704 | 316,704 | 317,111 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | 60,653 | 60,653 | 80,729 | ||
Assets under financing leases and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment and leasehold intangibles | $ 1,548,305 | $ 1,548,305 | $ 1,847,493 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Total long-term debt | $ 3,692,365 | $ 3,555,123 |
Current portion | 222,572 | 339,413 |
Total long-term debt, less current portion | 3,469,793 | 3,215,710 |
Mortgage notes payable | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Total long-term debt | 3,681,795 | 3,496,735 |
Unamortized debt discount | $ 21,800 | $ 17,000 |
Weighted average interest rate | 4.08% | 4.72% |
Other notes payable | ||
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items] | ||
Total long-term debt | $ 10,570 | $ 58,388 |
Weighted average interest rate | 4.56% | 5.77% |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) - USD ($) | Dec. 05, 2018 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Credit Facilities [Line Items] | ||||
Line of credit, borrowings outstanding | $ 166,381,000 | $ 0 | ||
Fifth Amended and Restated Credit Agreement | Line of Credit | ||||
Credit Facilities [Line Items] | ||||
Percentage of loan availability from pledged assets that cannot exceed availability from mortgaged assets | 10.00% | |||
Line of credit, borrowings outstanding | 166,400,000 | $ 166,400,000 | ||
Letters of credit issued | 48,200,000 | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | Applicable Margin, Less Than Or Equal To 35% Utilization | ||||
Credit Facilities [Line Items] | ||||
Percentage of utilization | 35.00% | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | Applicable Margin, Greater Than 50% Utilization | ||||
Credit Facilities [Line Items] | ||||
Percentage of utilization | 50.00% | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | Unused Commitment Fee, Outstanding Debt Percentage Greater Than Or Equal To 50% | ||||
Credit Facilities [Line Items] | ||||
Quarterly commitment fee | 0.25% | |||
Outstanding debt percentage | 50.00% | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | Unused Commitment Fee, Outstanding Debt Percentage Less Than 50% | ||||
Credit Facilities [Line Items] | ||||
Quarterly commitment fee | 0.35% | |||
Outstanding debt percentage | 50.00% | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | Minimum | Applicable Margin, Greater Than 35% But Less Than Or Equal To 50% Utilization | ||||
Credit Facilities [Line Items] | ||||
Percentage of utilization | 35.00% | |||
Fifth Amended and Restated Credit Agreement | Line of Credit | Maximum | Applicable Margin, Greater Than 35% But Less Than Or Equal To 50% Utilization | ||||
Credit Facilities [Line Items] | ||||
Percentage of utilization | 50.00% | |||
Revolving Credit Facility | Fifth Amended and Restated Credit Agreement | Line of Credit | ||||
Credit Facilities [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 250,000,000 | |||
Line of credit facility, remaining borrowing capacity | 37,900,000 | |||
Letter of Credit Sublimit | Fifth Amended and Restated Credit Agreement | Line of Credit | ||||
Credit Facilities [Line Items] | ||||
Credit facility, maximum borrowing capacity | 60,000,000 | |||
Letters of credit issued | 45,500,000 | |||
Swingline Line of Credit | Fifth Amended and Restated Credit Agreement | Line of Credit | ||||
Credit Facilities [Line Items] | ||||
Credit facility, maximum borrowing capacity | 50,000,000 | |||
Option to Increase Maximum Borrowing Capacity | Fifth Amended and Restated Credit Agreement | Line of Credit | ||||
Credit Facilities [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 100,000,000 | |||
Letter of Credit | Fifth Amended and Restated Credit Agreement | Line of Credit | ||||
Credit Facilities [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 50,000,000 | |||
LIBOR | Fifth Amended and Restated Credit Agreement | Line of Credit | Applicable Margin, Less Than Or Equal To 35% Utilization | ||||
Credit Facilities [Line Items] | ||||
Basis spread on variable rate basis | 2.25% | |||
LIBOR | Fifth Amended and Restated Credit Agreement | Line of Credit | Applicable Margin, Greater Than 35% But Less Than Or Equal To 50% Utilization | ||||
Credit Facilities [Line Items] | ||||
Basis spread on variable rate basis | 2.75% | |||
LIBOR | Fifth Amended and Restated Credit Agreement | Line of Credit | Applicable Margin, Greater Than 50% Utilization | ||||
Credit Facilities [Line Items] | ||||
Basis spread on variable rate basis | 3.25% |
Debt - Financings (Details)
Debt - Financings (Details) $ in Millions | Mar. 31, 2020USD ($)community | Mar. 20, 2020USD ($)community | Mar. 19, 2020USD ($)community | Jan. 31, 2020USD ($)community |
Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 73.1 | |||
Percentage of principal bearing fixed rate | 70.00% | |||
Interest rate, stated percentage | 3.55% | 3.62% | ||
Amount bearing variable interest | $ 76.2 | |||
Amount bearing fixed interest | 149.3 | |||
Mortgage notes payable | Non-Recourse Supplemental Loan | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | 149.3 | $ 30 | $ 29.2 | $ 238.2 |
Mortgage notes payable | Mortgage Debt Due 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 136.3 | |||
Extinguishment of debt | $ 33.1 | |||
Secured debt | Non-Recourse First Mortgages | ||||
Debt Instrument [Line Items] | ||||
Number of communities securing debt | community | 18 | 1 | 7 | 14 |
LIBOR | Mortgage notes payable | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal bearing fixed rate | 30.00% | |||
Basis spread on variable rate basis | 210.00% | 250.00% | 225.00% | 209.00% |
Healthpeak | Mortgage notes payable | Non-Recourse Supplemental Loan | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 192.6 | |||
Healthpeak | Secured debt | Non-Recourse First Mortgages | ||||
Debt Instrument [Line Items] | ||||
Number of communities securing debt | community | 13 |
Leases (Details)
Leases (Details) | 3 Months Ended |
Jun. 30, 2020communitylease | |
Leases [Abstract] | |
Operating and financing leases, number of communities | community | 305 |
Operating lease, number of communities | 237 |
Financing leases, number of communities | 68 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Finance and operating lease, renewal term | 5 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Finance and operating lease, renewal term | 20 years |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||||||
Facility operating expense | $ 4,935 | $ 4,604 | $ 9,785 | $ 9,229 | ||
Facility lease expense | 62,379 | 67,689 | 126,860 | 136,357 | $ 126,860 | $ 136,357 |
Operating lease expense | 67,314 | 72,293 | 136,645 | 145,586 | ||
Operating lease expense adjustment | 8,221 | 4,429 | 14,954 | 8,812 | ||
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements | (6,421) | (1,000) | (10,509) | (1,000) | ||
Operating cash flows from operating leases | 69,114 | 75,722 | 141,090 | 153,398 | ||
Depreciation and amortization | 8,037 | 11,677 | 17,181 | 23,355 | ||
Interest expense: financing lease obligations | 11,892 | 16,649 | 25,174 | 33,392 | ||
Financing lease expense | 19,929 | 28,326 | 42,355 | 56,747 | ||
Operating cash flows from financing leases | 11,892 | 16,649 | 25,174 | 33,392 | ||
Financing cash flows from financing leases | 4,677 | 5,500 | 9,764 | 10,953 | ||
Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement | (1,675) | 0 | (3,414) | 0 | ||
Total cash flows from financing leases | $ 14,894 | $ 22,149 | $ 31,524 | $ 44,345 |
Leases - Maturity ASC 842 (Deta
Leases - Maturity ASC 842 (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Leases | |
2020 (six months) | $ 149,099 |
2021 | 287,241 |
2022 | 286,171 |
2023 | 288,435 |
2024 | 289,829 |
Thereafter | 578,012 |
Total lease payments | 1,878,787 |
Purchase option liability and non-cash gain on future sale of property | 0 |
Imputed interest and variable lease payments | (469,245) |
Total lease obligations | 1,409,542 |
Financing Leases | |
2020 (six months) | 33,263 |
2021 | 66,168 |
2022 | 66,808 |
2023 | 67,571 |
2024 | 68,814 |
Thereafter | 168,527 |
Total lease payments | 471,151 |
Purchase option liability and non-cash gain on future sale of property | 437,356 |
Imputed interest and variable lease payments | (305,533) |
Total lease obligations | $ 602,974 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | ||||||
Interest paid | $ 107,854 | $ 124,647 | ||||
Income taxes paid, net of refunds | 1,388 | 1,916 | ||||
Net cash paid | 112,863 | 122,297 | ||||
Operating lease right-of-use assets | $ 6,600 | 72,300 | ||||
Loss (gain) on debt modification and extinguishment, net | (157) | $ (2,672) | 19,024 | (2,739) | ||
Investments in unconsolidated ventures | (356) | (4,204) | ||||
Loss (gain) on sale of assets, net | (1,029) | 2,846 | 371,810 | 2,144 | ||
Prepaid expenses and other assets, net | 20,162 | 30,823 | ||||
Loss (gain) on facility lease termination and modification, net | $ 0 | $ 1,797 | 0 | 2,006 | $ 0 | $ 2,006 |
Additions to property, plant and equipment and leasehold improvements | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Net cash paid | 112,863 | 122,297 | ||||
Trade accounts payable | 10,040 | (10,392) | ||||
Acquisition of communities from Healthpeak | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Property, plant and equipment and leasehold intangibles, net | 286,734 | 0 | ||||
Operating lease right-of-use assets | (63,285) | 0 | ||||
Financing lease obligations | 129,196 | 0 | ||||
Operating lease obligations | 74,335 | 0 | ||||
Loss (gain) on debt modification and extinguishment, net | (19,731) | 0 | ||||
Net cash paid | 407,249 | 0 | ||||
Acquisition of assets, net of related payables and cash received | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Property, plant and equipment and leasehold intangibles, net | 179 | 0 | ||||
Financing lease obligations | 39,260 | 0 | ||||
Net cash paid | 39,439 | 0 | ||||
Proceeds from sale of CCRC Venture, net: | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Investments in unconsolidated ventures | (14,848) | 0 | ||||
Current portion of long-term debt | 34,706 | 0 | ||||
Other liabilities | 60,748 | 0 | ||||
Loss (gain) on sale of assets, net | (369,831) | 0 | ||||
Net cash received | (289,225) | 0 | ||||
Proceeds from sale of assets, net | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Property, plant and equipment and leasehold intangibles, net | (938) | (688) | ||||
Investments in unconsolidated ventures | 0 | (156) | ||||
Other liabilities | (1,862) | (1,762) | ||||
Loss (gain) on sale of assets, net | (1,979) | (2,144) | ||||
Prepaid expenses and other assets, net | (1,261) | (5,798) | ||||
Assets held for sale | (5,274) | (41,882) | ||||
Net cash received | (11,314) | (52,430) | ||||
Assets designated as held for sale | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Property, plant and equipment and leasehold intangibles, net | 0 | 4,933 | ||||
Prepaid expenses and other assets, net | 0 | (5) | ||||
Assets held for sale | 0 | (4,928) | ||||
Net | 0 | 0 | ||||
Healthpeak master lease modification: | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Property, plant and equipment and leasehold intangibles, net | (57,462) | 0 | ||||
Operating lease right-of-use assets | 88,044 | 0 | ||||
Financing lease obligations | 70,874 | 0 | ||||
Operating lease obligations | (101,456) | 0 | ||||
Net | 0 | 0 | ||||
Noncash lease termination and modification, net | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Property, plant and equipment and leasehold intangibles, net | 13,548 | (1,666) | ||||
Operating lease right-of-use assets | 1,350 | (5,009) | ||||
Financing lease obligations | (15,483) | 0 | ||||
Operating lease obligations | 606 | 5,654 | ||||
Other liabilities | (21) | (337) | ||||
Prepaid expenses and other assets, net | 0 | (648) | ||||
Loss (gain) on facility lease termination and modification, net | 0 | 2,006 | ||||
Net | 0 | 0 | ||||
Non-development | Additions to property, plant and equipment and leasehold improvements | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Net cash paid | 82,077 | 121,066 | ||||
Development | Additions to property, plant and equipment and leasehold improvements | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Net cash paid | 6,823 | 10,623 | ||||
Non-development - reimbursable | Additions to property, plant and equipment and leasehold improvements | ||||||
Supplemental Cash Flow Information [Abstract] | ||||||
Net cash paid | $ 13,923 | $ 1,000 |
Supplemental Disclosure of Ca_4
Supplemental Disclosure of Cash Flow Information - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 452,441 | $ 240,227 | ||
Restricted cash | 28,397 | 26,856 | ||
Long-term restricted cash | 41,292 | 34,614 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 522,130 | $ 301,697 | $ 324,959 | $ 450,218 |
Supplemental Disclosure of Ca_5
Supplemental Disclosure of Cash Flow Information - Additional Information (Details) - Joint venture $ in Millions | 3 Months Ended |
Jun. 30, 2019USD ($)community | |
Related Party Transaction [Line Items] | |
Payments to acquire interest in joint venture | $ 13.3 |
Number of communities owned | community | 3 |
Notes receivable | $ 6.6 |
Percentage ownership | 50.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | |
Valuation Allowance [Line Items] | ||||||
Gross deferred federal, state and local tax expense (benefit) | $ 26,700 | $ 64,200 | ||||
Gain (loss) on sale of assets, net | (1,029) | $ 2,846 | 371,810 | $ 2,144 | ||
Deferred federal, state and local tax expense (benefit) | (28,900) | |||||
Change in valuation allowance | 33,200 | 79,500 | ||||
Deferred tax asset related to employee compensation | 1,700 | 1,700 | $ 1,700 | |||
Valuation allowance | 329,500 | 329,500 | $ 408,900 | |||
Federal and State | ||||||
Valuation Allowance [Line Items] | ||||||
Deferred federal, state and local tax expense (benefit) | (13,000) | (19,500) | ||||
Tax expense (benefit) | $ 13,000 | $ 21,200 | ||||
ASC 842 | ||||||
Valuation Allowance [Line Items] | ||||||
Change in valuation allowance | 13,800 | |||||
Current operating loss | ||||||
Valuation Allowance [Line Items] | ||||||
Change in valuation allowance | 21,700 | |||||
CCRC Ventures, LLC | ||||||
Valuation Allowance [Line Items] | ||||||
Gain (loss) on sale of assets, net | $ 93,100 | |||||
Healthpeak | ||||||
Valuation Allowance [Line Items] | ||||||
Change in valuation allowance | $ 117,600 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 865,909 | $ 1,019,457 | $ 1,880,048 | $ 2,061,501 |
Private pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 604,192 | 640,222 | 1,244,968 | 1,288,901 |
Government reimbursement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 102,790 | 129,049 | 213,322 | 256,457 |
Other third-party payor programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,647 | 32,592 | 56,046 | 65,984 |
Total resident fee revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 731,629 | 801,863 | 1,514,336 | 1,611,342 |
Independent Living | Private pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 129,678 | 135,348 | 264,968 | 270,393 |
Independent Living | Government reimbursement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 600 | 603 | 1,172 | 1,252 |
Independent Living | Other third-party payor programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Independent Living | Total resident fee revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 130,278 | 135,951 | 266,140 | 271,645 |
Assisted Living and Memory Care | Private pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 414,276 | 433,589 | 854,889 | 875,500 |
Assisted Living and Memory Care | Government reimbursement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17,880 | 16,636 | 34,746 | 33,251 |
Assisted Living and Memory Care | Other third-party payor programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Assisted Living and Memory Care | Total resident fee revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 432,156 | 450,225 | 889,635 | 908,751 |
CCRCs | Private pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 59,980 | 71,092 | 124,683 | 142,625 |
CCRCs | Government reimbursement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,744 | 20,196 | 33,149 | 41,683 |
CCRCs | Other third-party payor programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 5,301 | 9,965 | 15,740 | 20,672 |
CCRCs | Total resident fee revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 79,025 | 101,253 | 173,572 | 204,980 |
Health Care Services | Private pay | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 258 | 193 | 428 | 383 |
Health Care Services | Government reimbursement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 70,566 | 91,614 | 144,255 | 180,271 |
Health Care Services | Other third-party payor programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 19,346 | 22,627 | 40,306 | 45,312 |
Health Care Services | Total resident fee revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 90,170 | $ 114,434 | $ 184,989 | $ 225,966 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Monthly resident fees | $ 34.7 | $ 34.7 | $ 38.9 | ||
Revenue recognized | 55.2 | $ 72.7 | |||
Facility expense, allowance for credit loss | 3.6 | $ 3.6 | 7.6 | $ 7.1 | |
Deferred Revenue and Credits | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract with customer, liability | 154.7 | 154.7 | $ 72.5 | ||
CARES Act | Accelerated and Advance Payment Program | |||||
Disaggregation of Revenue [Line Items] | |||||
Amount received from Accelerated and Advance Payment Program | $ 85 | $ 85 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 5 | |||||
Revenue | $ 865,909 | $ 1,019,457 | $ 1,880,048 | $ 2,061,501 | ||
Segment operating income | 158,364 | 227,066 | 461,304 | 466,194 | ||
General and administrative expense (including non-cash stock-based compensation expense) | 52,518 | 57,576 | $ 107,113 | $ 113,887 | 107,113 | 113,887 |
Facility lease expense | 62,379 | 67,689 | 126,860 | 136,357 | 126,860 | 136,357 |
Depreciation and amortization | 93,154 | 94,024 | 183,892 | 190,912 | 183,892 | 190,912 |
Asset impairment | 10,290 | 3,769 | 88,516 | 4,160 | 88,516 | 4,160 |
Loss (gain) on facility lease termination and modification, net | 0 | 1,797 | 0 | 2,006 | 0 | 2,006 |
Income (loss) from operations | (59,977) | 2,211 | (45,077) | $ 18,872 | (45,077) | 18,872 |
Total assets | 7,424,543 | 7,424,543 | 7,194,433 | |||
Operating Segments | Independent Living | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 130,278 | 135,951 | 266,140 | 271,645 | ||
Segment operating income | 41,038 | 51,459 | 92,452 | 104,335 | ||
Asset impairment | 0 | 0 | 31,317 | 0 | ||
Total assets | 1,510,783 | 1,510,783 | 1,441,652 | |||
Operating Segments | Assisted Living and Memory Care | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 432,308 | 450,225 | 889,787 | 908,751 | ||
Segment operating income | 87,708 | 133,144 | 219,709 | 273,843 | ||
Asset impairment | 10,290 | 1,180 | 43,088 | 1,537 | ||
Total assets | 4,043,817 | 4,043,817 | 4,157,610 | |||
Operating Segments | CCRCs | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 88,571 | 101,253 | 183,118 | 204,980 | ||
Segment operating income | 13,850 | 17,847 | 33,781 | 39,484 | ||
Asset impairment | 0 | 0 | 12,173 | 0 | ||
Total assets | 792,989 | 792,989 | 742,809 | |||
Operating Segments | Health Care Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 107,165 | 114,434 | 201,984 | 225,966 | ||
Segment operating income | 9,692 | 9,167 | 571 | 17,340 | ||
Asset impairment | 0 | 0 | 0 | 0 | ||
Total assets | 248,702 | 248,702 | 256,715 | |||
Operating Segments | Management Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 107,587 | 217,594 | 339,019 | 450,159 | ||
Segment operating income | 6,076 | 15,449 | 114,791 | 31,192 | ||
Asset impairment | 0 | $ 2,589 | 1,938 | $ 2,623 | ||
Total assets | 828,252 | $ 828,252 | $ 595,647 | |||
CARES Act | CCRCs | ||||||
Segment Reporting Information [Line Items] | ||||||
Cash made available for Emergency Fund | 9,700 | |||||
CARES Act | Health Care Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Cash made available for Emergency Fund | $ 17,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, shares in Millions | Jul. 26, 2020USD ($)extension_optioncommunity$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Dec. 31, 2019$ / shares |
Subsequent Event [Line Items] | |||
Aggregate minimum rent amount | $ 1,878,787,000 | ||
Capital expenditures incurred but not yet paid | $ 50,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Term of extensions | 10 years | ||
Number of communities leased | community | 120 | ||
Aggregate minimum rent amount | $ 100,000,000 | ||
Reduction in rent amount to be paid | $ 83,000,000 | ||
Annual escalator rate | 3.00% | ||
Term of lease | 24 months | ||
Number of extensions | extension_option | 2 | ||
Capital expenditures incurred but not yet paid | $ 37,800,000 | ||
Minimum tangible net worth | 600,000,000 | ||
Control fees | $ 25,000,000 | ||
Number of owned communities transferred | community | 5 | ||
Extinguishment of debt | $ 78,000,000 | ||
Cash payments to related party | 115,000,000 | ||
Deposit disbursements | 42,400,000 | ||
Repayments of lines of credit | 4,200,000 | ||
Community Level Basis | Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Escrow amount | 1,500 | ||
Aggregate Community Basis | Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Escrow amount | $ 3,600 | ||
Disbursement Multiplier | Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Annual escalator rate | 50.00% | ||
Multiplier Percentage | Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Annual escalator rate | 4.50% | ||
Unsecured Debt | Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt face amount | $ 45,000,000 | ||
Interest rate, stated percentage | 9.00% | ||
Interest rate percentage increase per anniversary | 0.50% | ||
The Warrant | Ventas, Inc | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares authorized to be purchased | shares | 16.3 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
Share price (in usd per share) | $ / shares | $ 3 | ||
Shares voting percentage ownership cap | 9.60% |