Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | HCP, INC. | |
Entity Central Index Key | 765,880 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 467,583,448 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Real estate: | |||
Buildings and improvements | $ 12,321,266 | $ 12,198,704 | |
Development costs and construction in progress | 387,560 | 388,576 | |
Land | 1,933,823 | 1,948,757 | |
Accumulated depreciation and amortization | (2,716,880) | (2,541,334) | |
Net real estate | 11,925,769 | 11,994,703 | |
Net investment in direct financing leases | 5,856,544 | 5,905,009 | |
Loans receivable, net | 708,096 | 768,743 | |
Investments in and advances to unconsolidated joint ventures | 604,941 | 605,244 | |
Accounts receivable, net of allowance of $4,892 and $3,261, respectively | 51,800 | 48,929 | |
Cash and cash equivalents | 116,450 | 346,500 | |
Restricted cash | 180,404 | 60,616 | |
Intangible assets, net | 550,569 | 603,706 | |
Other assets, net | 791,431 | 802,273 | |
Real estate assets held for sale, net | 330,453 | 314,126 | |
Total assets | [1] | 21,116,457 | 21,449,849 |
LIABILITIES AND EQUITY | |||
Bank line of credit | 869,078 | 397,432 | |
Term loans | 477,890 | 524,807 | |
Senior unsecured notes | 8,626,559 | 9,120,107 | |
Mortgage debt | 688,910 | 932,212 | |
Other debt | 93,012 | 94,445 | |
Intangible liabilities, net | 49,448 | 56,147 | |
Intangible liabilities on assets held for sale, net | 17,001 | 19,126 | |
Accounts payable and accrued liabilities | 482,133 | 436,239 | |
Deferred revenue | 136,038 | 123,017 | |
Total liabilities | [1] | 11,440,069 | 11,703,532 |
Commitments and contingencies | |||
Common stock, $1.00 par value: 750,000,000 shares authorized; 467,324,914 and 465,488,492 shares issued and outstanding, respectively | 467,325 | 465,488 | |
Additional paid-in capital | 11,701,707 | 11,647,039 | |
Cumulative dividends in excess of earnings | (2,857,164) | (2,738,414) | |
Accumulated other comprehensive loss | (30,738) | (30,470) | |
Total stockholders' equity | 9,281,130 | 9,343,643 | |
Joint venture partners | 214,671 | 217,066 | |
Non-managing member unitholders | 180,587 | 185,608 | |
Total noncontrolling interests | 395,258 | 402,674 | |
Total equity | 9,676,388 | 9,746,317 | |
Total liabilities and equity | $ 21,116,457 | $ 21,449,849 | |
[1] | HCP, Inc.’s consolidated total assets and total liabilities at June 30, 2016 and December 31, 2015 include certain assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to HCP, Inc. Total assets at June 30, 2016 include VIE assets as follows: buildings and improvements $3.4 billion; development costs $16 million; land $324 million; accumulated depreciation and amortization $598 million; investments in unconsolidated joint ventures $14 million; accounts receivable $25 million; cash $59 million; restricted cash $25 million; intangible assets, net $184 million; and other assets, net $62 million. Total assets at December 31, 2015 include VIE assets as follows: buildings and improvements $3.4 billion; development costs $54 million; land $327 million; accumulated depreciation and amortization $537 million; investments in unconsolidated joint ventures $14 million; accounts receivable $19 million; cash $61 million; restricted cash $21 million; intangible assets, net $204 million; and other assets, net $63 million. Total liabilities at June 30, 2016 include VIE liabilities as follows: mortgage debt $571 million; intangible liabilities, net $10 million; accounts payable and accrued liabilities $116 million and deferred revenue $25 million. Total liabilities at December 31, 2015 include VIE liabilities as follows: mortgage debt $589 million; intangible liabilities, net $10 million; accounts payable and accrued liabilities $107 million and deferred revenue $19 million. See Note 16 to the Consolidated Financial Statements for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Company's involvement with VIEs: | ||
Development costs | $ 387,560 | $ 388,576 |
Land | 1,933,823 | 1,948,757 |
Accumulated depreciation and amortization | 2,716,880 | 2,541,334 |
Investments in unconsolidated joint ventures | 604,941 | 605,244 |
Accounts Receivable | 51,800 | 48,929 |
Cash | 116,450 | 346,500 |
Restricted cash | 180,404 | 60,616 |
Intangible assets, net | 550,569 | 603,706 |
Other assets, net | 791,431 | 802,273 |
Mortgage debt | 688,910 | 932,212 |
Intangible liabilities, net | 49,448 | 56,147 |
Accounts payable and accrued liabilities | 482,133 | 436,239 |
Deferred Revenue | 136,038 | 123,017 |
Balance Sheet Parenthetical Disclosures | ||
Accounts receivable, allowance (in dollars) | $ 4,892 | $ 3,261 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 467,324,914 | 465,488,492 |
Common stock, shares outstanding | 467,324,914 | 465,488,492 |
VIEs | ||
Company's involvement with VIEs: | ||
Buildings and improvements | $ 3,400,000 | $ 3,400,000 |
Development costs | 16,000 | 54,000 |
Land | 324,000 | 327,000 |
Accumulated depreciation and amortization | 598,000 | 537,000 |
Investments in unconsolidated joint ventures | 14,000 | 14,000 |
Accounts Receivable | 25,000 | 19,000 |
Cash | 59,000 | 61,000 |
Restricted cash | 25,000 | 21,000 |
Intangible assets, net | 184,000 | 204,000 |
Other assets, net | 62,000 | 63,000 |
Mortgage debt | 571,000 | 589,000 |
Intangible liabilities, net | 10,000 | 10,000 |
Accounts payable and accrued liabilities | 116,000 | 107,000 |
Deferred Revenue | $ 25,000 | $ 19,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Rental and related revenues | $ 299,076 | $ 276,734 | $ 596,270 | $ 551,816 |
Tenant recoveries | 33,930 | 31,376 | 65,667 | 61,272 |
Resident fees and services | 164,202 | 106,838 | 329,965 | 211,851 |
Income from direct financing leases | 132,100 | 156,181 | 260,068 | 323,259 |
Interest income | 32,787 | 35,945 | 50,816 | 69,207 |
Investment management fee income | 81 | 458 | 172 | 918 |
Total revenues | 662,176 | 607,532 | 1,302,958 | 1,218,323 |
Costs and expenses: | ||||
Interest expense | 121,333 | 118,632 | 243,395 | 235,412 |
Depreciation and amortization | 141,386 | 120,403 | 282,708 | 234,925 |
Operating | 180,125 | 136,342 | 357,080 | 268,373 |
General and administrative | 22,793 | 28,845 | 48,292 | 53,618 |
Acquisition and pursuit costs | 14,527 | 18,407 | 17,002 | 21,797 |
Impairment | 44,835 | 523,299 | ||
Total costs and expenses | 480,164 | 467,464 | 948,477 | 1,337,424 |
Other income: | ||||
Gain (loss) on sales of real estate | 119,614 | 61 | 119,614 | 6,325 |
Other income, net | 2,280 | 11,055 | 3,502 | 12,779 |
Total other income, net | 121,894 | 11,116 | 123,116 | 19,104 |
Income (loss) before income taxes and equity (loss) income from unconsolidated joint ventures | 303,906 | 151,184 | 477,597 | (99,997) |
Income tax benefit (expense) | 2,003 | 4,563 | (51,035) | 4,640 |
Equity (loss) income from unconsolidated joint ventures | (1,067) | 12,001 | (1,975) | 25,602 |
Net income (loss) | 304,842 | 167,748 | 424,587 | (69,755) |
Noncontrolling interests' share in earnings | (3,125) | (2,863) | (6,751) | (5,974) |
Net income (loss) attributable to HCP, Inc. | 301,717 | 164,885 | 417,836 | (75,729) |
Participating securities' share in earnings | (342) | (370) | (651) | (704) |
Net income (loss) applicable to common shares | $ 301,375 | $ 164,515 | $ 417,185 | $ (76,433) |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.65 | $ 0.36 | $ 0.89 | $ (0.17) |
Diluted (in dollars per share) | $ 0.64 | $ 0.36 | $ 0.89 | $ (0.17) |
Weighted average shares used to calculate earnings per common share: | ||||
Basic (in shares) | 467,084 | 461,874 | 466,579 | 461,380 |
Diluted (in shares) | 471,425 | 462,106 | 466,777 | 461,380 |
Dividends declared per common share (in dollars per share) | $ 0.575 | $ 0.565 | $ 1.15 | $ 1.13 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net income (loss) | $ 304,842 | $ 167,748 | $ 424,587 | $ (69,755) |
Other comprehensive loss: | ||||
Change in net unrealized gains (losses) on securities | 10 | 8 | (5) | 3 |
Change in net unrealized gains (losses) on cash flow hedges: | ||||
Unrealized gains (losses) | 1,038 | (2,541) | 348 | (202) |
Reclassification adjustment realized in net income | 171 | 354 | 340 | 348 |
Change in Supplemental Executive Retirement Plan obligation | 71 | 69 | 141 | 138 |
Foreign currency translation adjustment | (355) | (1,544) | (1,092) | (8,507) |
Total other comprehensive income (loss) | 935 | (3,654) | (268) | (8,220) |
Total comprehensive income (loss) | 305,777 | 164,094 | 424,319 | (77,975) |
Total comprehensive income attributable to noncontrolling interests | (3,125) | (2,863) | (6,751) | (5,974) |
Total comprehensive (loss) income attributable to HCP, Inc. | $ 302,652 | $ 161,231 | $ 417,568 | $ (83,949) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total Stockholders' Equity | Common Stock | Additional Paid-In Capital | Cumulative Dividends In Excess Of Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total |
Balance at Dec. 31, 2014 | $ 10,735,297 | $ 459,746 | $ 11,431,987 | $ (1,132,541) | $ (23,895) | $ 261,802 | $ 10,997,099 |
Balance (in shares) at Dec. 31, 2014 | 459,746 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (75,729) | (75,729) | 5,974 | (69,755) | |||
Other comprehensive income | (8,220) | (8,220) | (8,220) | ||||
Issuance of common stock, net | 68,141 | $ 2,094 | 66,047 | (2,448) | 65,693 | ||
Issuance of common stock, net (in shares) | 2,094 | ||||||
Conversion of DownREIT units (in shares) | 70 | ||||||
Repurchase of common stock | (7,690) | $ (171) | (7,519) | (7,690) | |||
Repurchase of common stock (in shares) | (171) | ||||||
Exercise of stock options | 27,425 | $ 817 | 26,608 | 27,425 | |||
Exercise of stock options (in shares) | 817 | ||||||
Amortization of deferred compensation | 15,724 | 15,724 | 15,724 | ||||
Common dividends | (521,898) | (521,898) | (521,898) | ||||
Distributions to noncontrolling interests | (263) | (263) | (8,143) | (8,406) | |||
Issuance of noncontrolling interests | 37,025 | 37,025 | |||||
Balance at Jun. 30, 2015 | 10,232,787 | $ 462,486 | 11,532,584 | (1,730,168) | (32,115) | 294,210 | 10,526,997 |
Balance (in shares) at Jun. 30, 2015 | 462,486 | ||||||
Balance at Dec. 31, 2015 | 9,343,643 | $ 465,488 | 11,647,039 | (2,738,414) | (30,470) | 402,674 | 9,746,317 |
Balance (in shares) at Dec. 31, 2015 | 465,488 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 417,836 | 417,836 | 6,751 | 424,587 | |||
Other comprehensive income | (268) | (268) | (268) | ||||
Issuance of common stock, net | 43,072 | $ 1,715 | 41,357 | 43,072 | |||
Issuance of common stock, net (in shares) | 1,715 | ||||||
Conversion of DownREIT units to common stock | 5,022 | $ 120 | 4,902 | (5,022) | |||
Conversion of DownREIT units (in shares) | 120 | ||||||
Repurchase of common stock | (3,874) | $ (109) | (3,765) | (3,874) | |||
Repurchase of common stock (in shares) | (109) | ||||||
Exercise of stock options | 2,852 | $ 111 | 2,741 | 2,852 | |||
Exercise of stock options (in shares) | 111 | ||||||
Amortization of deferred compensation | 9,505 | 9,505 | 9,505 | ||||
Common dividends | (537,061) | (537,061) | (537,061) | ||||
Distributions to noncontrolling interests | (36) | (36) | (12,437) | (12,473) | |||
Issuance of noncontrolling interests | 3,225 | 3,225 | |||||
Deconsolidation of noncontrolling interests | 439 | (36) | 475 | 67 | 506 | ||
Balance at Jun. 30, 2016 | $ 9,281,130 | $ 467,325 | $ 11,701,707 | $ (2,857,164) | $ (30,738) | $ 395,258 | $ 9,676,388 |
Balance (in shares) at Jun. 30, 2016 | 467,325 |
CONSOLIDATED STATEMENTS OF EQU7
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Jul. 28, 2016 | Apr. 27, 2016 | Jan. 28, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
CONSOLIDATED STATEMENTS OF EQUITY | |||||||
Common dividends, per share (in dollars per share) | $ 0.575 | $ 0.575 | $ 0.575 | $ 0.575 | $ 0.565 | $ 1.15 | $ 1.13 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 424,587 | $ (69,755) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Depreciation and amortization | 282,708 | 234,925 |
Amortization of market lease intangibles, net | (972) | (636) |
Amortization of deferred compensation | 9,505 | 15,724 |
Amortization of deferred financing costs, net | 10,561 | 9,726 |
Straight-line rents | (11,117) | (17,748) |
Loan and direct financing lease non-cash interest | 278 | (46,997) |
Deferred rental revenues | (808) | (1,004) |
Equity loss (income) from unconsolidated joint ventures | 1,975 | (25,602) |
Distributions of earnings from unconsolidated joint ventures | 3,202 | 2,493 |
Lease termination income, net | (1,103) | |
Gain on sales of real estate | (119,614) | (6,325) |
Deferred income tax expense | 49,156 | |
Foreign exchange and other losses (gains), net | (91) | (9,866) |
Impairment | 523,299 | |
Changes in: | ||
Accounts receivable, net | (2,871) | (6,464) |
Other assets, net | (2,892) | (8,473) |
Accounts payable and other accrued liabilities | 23,305 | 1,792 |
Net cash provided by operating activities | 666,912 | 593,986 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (94,271) | (1,247,900) |
Development of real estate | (204,624) | (121,510) |
Leasing costs and tenant and capital improvements | (41,161) | (28,302) |
Proceeds from sales of real estate, net | 96,652 | 8,600 |
Contributions to unconsolidated joint ventures | (10,156) | (31,512) |
Distributions in excess of earnings from unconsolidated joint ventures | 6,421 | 1,994 |
Principal repayments on loans receivable, direct financing leases and other | 205,576 | 53,081 |
Investments in loans receivable and other | (122,113) | (276,038) |
Increase in restricted cash | 10,058 | (3,481) |
Net cash used in investing activities | (153,618) | (1,645,068) |
Cash flows from financing activities: | ||
Net borrowings under bank line of credit | 642,898 | 186,557 |
Repayments under bank line of credit | (135,000) | |
Borrowings under term loan | 333,014 | |
Issuance of senior unsecured notes | 1,338,555 | |
Repayments of senior unsecured notes | (500,000) | (400,000) |
Repayments of mortgage and other debt | (246,387) | (20,333) |
Deferred financing costs | (13,272) | |
Issuance of common stock and exercise of options | 45,924 | 93,118 |
Repurchase of common stock | (3,874) | (7,690) |
Dividends paid on common stock | (537,061) | (521,898) |
Issuance of noncontrolling interests | 3,225 | 3,397 |
Distributions to noncontrolling interest | (12,473) | (8,406) |
Net cash (used in) provided by financing activities | (742,748) | 983,042 |
Effect of foreign exchange on cash and cash equivalents | (596) | |
Net decrease in cash and cash equivalents | (230,050) | (68,040) |
Cash and cash equivalents, beginning of year | 346,500 | 183,810 |
Cash and cash equivalents, end of year | $ 116,450 | $ 115,770 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016 ‑13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. The Company is evaluating the impact of the adoption of ASU 2016 ‑13 on January 1, 2020 to its consolidated financial position or results of operations. In May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The amendments in ASU 2016-12 do not change the core principles of the guidance in the new revenue standard described in ASU No. 2014-09 below. Rather, the amendments in ASU 2016-12 provide practical expedients and improvements on the previously narrow scope of the standard. ASU 2016-12 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted at the original effective date of the new revenue standard (January 1, 2017). The Company is evaluating the impact of the adoption of ASU 2016-12 on January 1, 2018 to its consolidated financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 is intended to simplify accounting for share-based payment transactions. The areas for simplification in this update involve several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within, beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2016-09 on January 1, 2017 to its consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted at the original effective date of the new revenue standard described in ASU No. 2014-09 below (January 1, 2017). The Company is evaluating the impact of the adoption of ASU 2016-08 on January 1, 2018 to its consolidated financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the current accounting for leases to (i) require lessees to put most leases on their balance sheets, but continue recognizing expenses on their income statements in a manner similar to requirements under current accounting guidance, (ii) eliminate current real estate specific lease provisions and (iii) modify the classification criteria and accounting for sales-type leases for lessors. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial position or results of operations. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment at each reporting period. ASU 2016-01 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted only for updates to certain disclosure requirements. The Company is evaluating the impact of the adoption of ASU 2016-01 on January 1, 2018 to its consolidated financial position or results of operations. In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by requiring the acquirer to (i) recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined, (ii) record, in the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date and (iii) present separately or disclose the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years, and interim periods within, beginning after December 15, 2015. Early adoption is permitted. The Company adopted ASU 2015-16 on January 1, 2016; the adoption of which did not have a material impact on its consolidated financial position or results of operations. In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 requires amendments to both the VIE and voting consolidation accounting models. The amendments (i) rescind the indefinite deferral of certain aspects of accounting standards relating to consolidations and provide a permanent scope exception for registered money market funds and similar unregistered money market funds, (ii) modify (a) the identification of variable interests (fees paid to a decision maker or service provider), (b) the VIE characteristics for a limited partnership or similar entity and (c) the primary beneficiary determination under the VIE model and (iii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. ASU 2015-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2015. Early adoption is permitted. A reporting entity may apply the amendments in ASU 2015-02 using either a modified retrospective or retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company adopted ASU 2015-02 on January 1, 2016; the adoption of which did not have a material impact to its consolidated financial position or results of operations (see Note 16). In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This update changes the requirements for recognizing revenue. ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in ASU 2014-09 using either a modified retrospective or retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is evaluating the impact of the adoption of ASU 2014-09 on January 1, 2018 to its consolidated financial position or results of operations. Reclassification Certain amounts in the Company’s consolidated financial statements have been reclassified for prior periods to conform to the current period presentation. Real estate and related assets held for sale, net and intangible liabilities related to assets held for sale, net have been reclassified on the consolidated balance sheets (see Note 4). |
Real Estate Property Investment
Real Estate Property Investments | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate Property Investments | |
Real Estate Property Investments | NOTE 3. Real Estate Property Investments 2016 Acquisitions The following table summarizes the Company’s real estate acquisitions for the six months ended June 30, 2016 (in thousands): Consideration Assets Acquired (1) Liabilities Net Segment Cash Paid Assumed Real Estate Intangibles Senior housing $ $ $ $ Post-acute/skilled nursing — $ $ $ $ (1) The purchase price allocation is preliminary and may be subject to change. Revenues and earnings since the acquisition dates as well as the supplementary pro forma information, assuming these acquisitions occurred as of the beginning of the prior periods, were not material. 2015 Acquisitions Acquisition of Private Pay Senior Housing Portfolio (“RIDEA III”) . On June 30, 2015, the Company and Brookdale Senior Living (“Brookdale”) acquired a portfolio of 35 private pay senior housing communities from Chartwell Retirement Residences, including two leasehold interests, representing 5,025 units. The portfolio was acquired under a RIDEA structure which is permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as “RIDEA”), with Brookdale owning a 10% noncontrolling interest. Brookdale has operated these communities since 2011 and continues to manage the communities under a long-term management agreement, which is cancellable under certain conditions (subject to a fee if terminated within seven years from the acquisition date). The Company paid $770 million in cash consideration, net of cash assumed, and assumed $32 million of net liabilities and $29 million of noncontrolling interests to acquire: (i) real estate with a fair value of $776 million, (ii) lease-up intangible assets with a fair value of $48 million and (iii) working capital of $7 million. As a result of the acquisition, the Company recognized a net termination fee of $8 million in rental and related revenues, which represents the termination value of the two leasehold interests. The lease-up intangible assets recognized were attributable to the value of the acquired underlying operating resident leases of the senior housing communities that were stabilized or nearly stabilized (i.e., resident occupancy above 80% ). Pro Forma Results of Operations . The following unaudited pro forma consolidated results of operations assume that the RIDEA III acquisition was completed as of January 1, 2014 (in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 Revenues $ $ Net income (loss) Net income (loss) applicable to HCP, Inc. Basic earnings per common share Diluted earnings per common share 2015 Other Acquisitions . The following table summarizes the Company’s real estate acquisitions for the six months ended June 30, 2015 (in thousands): Consideration Assets Acquired Liabilities Noncontrolling Net Segment Cash Paid Assumed Interest Real Estate Intangibles Senior housing $ (1) $ $ $ $ Post-acute/skilled nursing (1) — — Medical office — $ $ $ $ $ (1) Includes £174 million ($254 million) of the Company’s HC-One Facility (see Note 6) converted to fee ownership in a portfolio of 36 care homes located throughout the United Kingdom (“U.K.”). Construction, Tenant and Other Capital Improvements The following table summarizes the Company’s funding for construction, tenant and other capital improvements (in thousands): Six Months Ended June 30, Segment 2016 2015 Senior housing $ $ Post-acute/skilled nursing Life science Medical office Hospital — $ $ Pending Acquisitions In May 2016, the Company announced it entered into definitive agreements to acquire a portfolio of seven private pay senior housing communities for $186 million, including the assumption of $75 million of debt maturing in 2044 at a 4.0% interest rate. Consisting of 526 assisted living and memory care units, the portfolio will be managed by Senior Lifestyle Corporation in a 100% owned RIDEA structure. This transaction is expected to close in the second half of 2016 and remains subject to regulatory and third party approvals and other customary closing conditions. Subsequent Event . In July 2016, the Company acquired two life science buildings and a parcel of land in San Diego, California for $49 million. |
Dispositions of Real Estate
Dispositions of Real Estate | 6 Months Ended |
Jun. 30, 2016 | |
Dispositions of Real Estate | |
Dispositions of Real Estate | NOTE 4. Dispositions of Real Estate Held for Sale At June 30, 2016 , four life science facilities and a senior housing facility were classified as held for sale, with an aggregate carrying value of $330 million. At December 31, 2015 , four life science facilities were classified as held for sale, with an aggregate carrying value of $314 million. 2016 Dispositions During the six months ended June 30, 2016, the Company sold five post-acute/skilled nursing and two senior housing facilities for $130 million, a life science facility for $74 million, two medical office buildings for $19 million and a senior housing facility for $6 million and recognized total gain on sales of $120 million. 2015 Dispositions During the six months ended June 30, 2015 , the Company sold nine senior housing facilities for $60 million, resulting from Brookdale’s exercise of its purchase option received as part of a transaction with Brookdale in 2014. Pending Dispositions In June 2016, the Company entered into a sale agreement to sell a senior housing facility in Jacksonville, Florida for $22 million (classified as held for sale as of June 30, 2016 discussed above). The transaction is expected to close in the third quarter of 2016. In May 2016, the Company entered into a master contribution agreement to contribute its ownership interest in joint venture entities that own and operate senior housing properties in a RIDEA structure (“RIDEA II”) to an unconsolidated joint venture owned by HCP and an investor group led by Columbia Pacific Advisors, LLC (“CPA”) (the “HCP/CPA JV”). In return, the Company will receive $109 million in cash proceeds from the HCP/CPA JV, a $636 million note receivable (the “Note”) and retain an approximately 40% beneficial interest in RIDEA II. This transaction, upon completion, would result in the Company deconsolidating the net assets of RIDEA II because it will not direct the activities that most significantly impact the venture. The Company further expects that the members will recapitalize RIDEA II, at which time the Company expects to receive cash proceeds in payment against the Note. The closing of these transactions is expected to occur in the second half of 2016 and remains subject to regulatory and third party approvals and other customary closing conditions. In January 2016, the Company entered into a sale agreement for purchase options that were exercised on eight life science facilities in South San Francisco, California, to be sold in two tranches for $311 million (classified as held for sale as of June 30, 2016 discussed above) and $269 million, respectively. The transactions are expected to close in the second half of 2016 for the first tranche and in 2018 for the second tranche. |
Net Investment in Direct Financ
Net Investment in Direct Financing Leases | 6 Months Ended |
Jun. 30, 2016 | |
Net Investment in Direct Financing Leases | |
Net Investment in Direct Financing Leases | NOTE 5. Net Investment in Direct Financing Leases Net investment in DFLs consisted of the following (dollars in thousands): June 30, December 31, 2016 2015 Minimum lease payments receivable $ $ Estimated residual values Less unearned income Net investment in direct financing leases before allowance Allowance for DFL losses Net investment in direct financing leases $ $ Properties subject to direct financing leases HCR ManorCare, Inc. The Company acquired 334 post-acute, skilled nursing and assisted living facilities in its 2011 transaction with HCRMC and entered into a triple-net Master Lease and Security Agreement (the “Master Lease”) with a subsidiary (“Lessee”) of HCRMC. The Master Lease, as amended by the “HCRMC Lease Amendment” described below, is referred to herein as the “Amended Master Lease.” As part of the Company’s fourth quarter 2015 review process, including its internal rating evaluation, it assessed the collectibility of all contractual rent payments under the Amended Master Lease, discussed below. The Company’s evaluation included, but was not limited to, consideration of: (i) the continued decline in HCRMC’s operating performance and fixed charge coverage ratio during the second half of 2015, with the most significant deterioration occurring during the fourth quarter, (ii) the reduced growth outlook for the post-acute/skilled nursing business and (iii) HCRMC’s 2015 audited financial statements. The Company determined that the timing and amounts owed under the Master Lease were no longer reasonably assured and assigned an internal rating of “Watch List” as of December 31, 2015. Further, the Company placed the HCRMC DFL investments on nonaccrual status and began utilizing a cash basis method of accounting in accordance with its policies. As a result of assigning an internal rating of “Watch List” to its HCRMC DFL investments during the quarterly review process, the Company further evaluated the carrying amount of its HCRMC DFL investments. As a result of the significant decline in HCRMC’s fixed charge coverage ratio in the fourth quarter of 2015, combined with a lower growth outlook for the post-acute/skilled nursing business, the Company determined that it was probable that its HCRMC DFL investments were impaired and the amount of the loss could be reasonably estimated. In the fourth quarter of 2015, the Company recorded an allowance for DFL losses (impairment charge) of $817 million, reducing the carrying amount of its HCRMC DFL investments from $6.0 billion to $5.2 billion at December 31, 2015. In December 2015, the Company reduced the carrying amount of its equity investment in HCRMC to zero , and beginning in January 2016, income is recognized only if cash distributions are received from HCRMC. As a result, the Company no longer recharacterizes (eliminates) its proportional ownership share of income from DFLs to equity income from unconsolidated joint ventures (see Note 7). During the three months ended March 31, 2015, the Company and HCRMC agreed to market for sale the real estate and operations associated with 50 non-strategic facilities under the Master Lease. HCRMC will receive an annual rent reduction under the Master Lease based on 7.75% of the net sales proceeds received by HCP. During the year ended December 31, 2015, the Company completed sales of 22 non-strategic HCRMC facilities for $219 million. During the six months ended June 30, 2016 , the Company sold an additional 11 facilities for $62 million, bringing the total facilities sold through August 8, 2016 to 33 . Of the 17 remaining non-strategic facilities, seven are expected to close by the end of 2016 and 10 are expected to be sold in the first quarter of 2017. Contracts have been entered into with third-party purchasers with respect to the sale of 10 of the 17 properties. On March 29, 2015, certain subsidiaries of the Company entered into an amendment to the Master Lease (the “HCRMC Lease Amendment”) effective April 1, 2015. The HCRMC Lease Amendment reduced initial annual rent by a net $68 million from $541 million to $473 million. Commencing on April 1, 2016, the minimum rent escalation was reset to 3.0% for each lease year through the expiration of the initial term of each applicable pool of facilities. Prior to the HCRMC Lease Amendment, rent payments would have increased 3.5% on April 1, 2015 and 2016 and 3.0% annually thereafter. The initial term was extended five years to an average of 16 years, and the extension options’ aggregate terms remained the same. As consideration for the rent reduction, the Company received a deferred rent obligation (“DRO”) from the Lessee equal to an aggregate amount of $525 million, which was allocated into two tranches: (i) a Tranche A DRO of $275 million and (ii) a Tranche B DRO of $250 million. The Lessee made rental payments equal to 6.9% of the outstanding amount (representing $19 million) for the initial lease year until the entire Tranche A DRO was paid in full in March 2016 in connection with the nine facility purchases discussed below. Commencing on April 1, 2016, until the Tranche B DRO is paid in full, the outstanding principal balance of the Tranche B DRO will be increased annually by (i) 3.0% initially, (ii) 4.0% commencing on April 1, 2019, (iii) 5.0% commencing on April 1, 2020, and (iv) 6.0% commencing on April 1, 2021 and annually for the remainder of its term. The DRO is due and payable on the earlier of (i) certain capital or liquidity events of HCRMC, including an initial public offering or sale, or (ii) March 31, 2029, which is not subject to any extensions. The HCRMC Lease Amendment also imposes certain restrictions on the Lessee and HCRMC until the DRO is paid in full, including with respect to the payment of dividends and the transfer of interest in HCRMC. Additionally, HCRMC agreed to sell, and HCP agreed to purchase, nine post-acute facilities for an aggregate purchase price of $275 million. Through December 31, 2015, HCRMC and HCP completed seven of the nine facility purchases for $183 million. Through March 31, 2016, HCRMC and HCP completed the remaining two facility purchases for $92 million, bringing the nine facility purchases to an aggregate $275 million, the proceeds of which were used to settle the Tranche A DRO discussed above. Following the purchase of a facility, the Lessee leases such facility from the Company pursuant to the Amended Master Lease. The nine facilities initially contribute an aggregate of $19 million of annual rent (subject to escalation) under the Amended Master Lease. In March 2015, the Company recorded a net impairment charge of $478 million related to its HCRMC DFL investments. The impairment charge reduced the carrying value of the HCRMC DFL investments from $6.6 billion to $6.1 billion, based on the present value of the future lease payments effective April 1, 2015 under the Amended Master Lease discounted at the original DFL investments’ effective lease rate. During the three months ended June 30, 2016 and 2015 , the Company recognized DFL income of $116 million and $140 million, respectively, and received cash payments of $116 million and $118 million, respectively, from the HCRMC DFL investments. During the six months ended June 30, 2016 and 2015 , the Company recognized DFL income of $229 million and $292 million, respectively, and received cash payments of $229 million and $249 million, respectively, from the HCRMC DFL investments. During the three and six months ended June 30, 2015 , the Company recognized a total of $22 million and $43 million, respectively, of net accretion related to its HCRMC DFL investments. No accretion related to its HCRMC DFL investments has been recognized in 2016 due to the Company utilizing a cash basis method of accounting beginning January 1, 2016. The carrying value of the HCRMC DFL investments was $5.1 billion and $5.2 billion at June 30, 2016 and December 31, 2015, respectively. The Company acquired the HCRMC DFL investments in 2011 through an acquisition of a C-Corporation, which was subject to federal and state built-in gain tax of up to $2 billion, if all the assets were sold within 10 years. At the time of acquisition, the Company intended to hold the assets for at least 10 years, at which time the assets would no longer be subject to the built-in gain tax. In December 2015, the U.S. Federal Government passed legislation which permanently reduced the holding period, for federal tax purposes, to five years. The Company satisfied the five year holding period requirement in April 2016. In June 2016, the U.S. Department of the Treasury issued proposed regulations that would change the holding period back to 10 years, but effective only for conversion transactions after August 8, 2016. As currently proposed, these regulations will not impact the properties in the HCRMC DFL as the HCRMC conversion transaction occurred on April 7, 2011. However, certain states still require a 10 -year holding period and, as such, the assets are still subject to state built-in gain tax. As of March 31, 2016, the Company determined that it may sell assets during the next five years and, therefore, recorded a deferred tax liability of $49 million representing its estimated exposure to state built-in gain tax. On April 20, 2015, the U.S. Department of Justice (“DOJ”) unsealed a previously filed complaint in the U.S. District Court for the Eastern District of Virginia against HCRMC and certain of its affiliates in three consolidated cases following a civil investigation arising out of three lawsuits filed by former employees of HCRMC under the qui tam provisions of the federal False Claims Act. The DOJ’s complaint in intervention is captioned United States of America, ex rel. Ribik, Carson, and Slough v. HCR ManorCare, Inc., ManorCare Inc., HCR ManorCare Services, LLC and Heartland Employment Services, LLC (Civil Action Numbers: 1:09cv13; 1:11cv1054; 1:14cv1228 (CMH/TCB)). The complaint alleges that HCRMC submitted claims to Medicare for therapy services that were not covered by the skilled nursing facility benefit, were not medically reasonable and necessary, and were not skilled in nature, and therefore not entitled to Medicare reimbursement. In June 2016, the court approved the parties’ joint discovery plan, which provides for discovery to be completed by February 2017. The court has not yet issued a scheduling order setting forth dates for summary judgment motions, other pre-trial motions or a trial date. While this litigation is at an early stage and HCRMC has indicated that it believes the claims are unjust and it will vigorously defend against them, a significant adverse judgment against HCRMC or significant settlement obligation could impact the carrying value of the Company’s HCRMC DFL investments further . See Notes 1, 7, 11 and 17 for additional discussion of HCRMC. DFL Internal Ratings The following table summarizes the Company’s internal ratings for DFLs at June 30, 2016 (dollars in thousands): Carrying Percentage of Internal Ratings Segment Amount DFL Portfolio Performing DFLs Watch List DFLs Workout DFLs Senior housing $ 31 $ $ $ — Post-acute/skilled nursing 67 — — Hospital 2 — — $ 100 $ $ $ — Beginning September 30, 2013, the Company placed a 14 -property senior housing DFL (the “DFL Portfolio”) on nonaccrual status and assigned an internal rating of “Watch List.” The Company determined that the collection of all rental payments was and continues to be no longer reasonably assured; therefore, rental revenue from the DFL Portfolio is recognized when cash is received utilizing a cash basis method of accounting in accordance with its policies. During the three months ended June 30, 2016 and 2015 , the Company recognized DFL income of $4 million and $5 million, respectively, and received cash payments of $5 million and $6 million, respectively, from the DFL Portfolio. During the six months ended June 30, 2016 and 2015 , the Company recognized DFL income of $8 million and $9 million, respectively, and received cash payments of $10 million and $11 million, respectively, from the DFL Portfolio. The carrying value of the DFL Portfolio was $363 million and $366 million at June 30, 2016 and December 31, 2015 , respectively. |
Loans Receivable
Loans Receivable | 6 Months Ended |
Jun. 30, 2016 | |
Loans Receivable. | |
Loans Receivable | NOTE 6. Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): June 30, 2016 December 31, 2015 Real Estate Other Real Estate Other Secured Secured Total Secured Secured Total Mezzanine (1) (2) $ — $ $ $ — $ $ Other (2) (3) — — Unamortized discounts, fees and costs (1) $ $ $ $ $ $ (1) At June 30, 2016 , included £280 million ( $376 million) outstanding and £3 million ( $4 million) of associated unamortized discounts, fees and costs. At December 31, 2015, included £273 million ( $403 million) outstanding and £4 million ( $5 million) of associated unamortized discounts, fees and costs. (2) At June 30, 2016 , the Company had £40 million ( $53 million) remaining under its commitments to fund development projects and capital expenditures under its U.K. development projects. (3) At June 30, 2016 , the Company had $1 million remaining of commitments to fund development projects and capital expenditures under its senior housing development loan program. Loans Receivable Internal Ratings The following table summarizes the Company’s internal ratings for loans receivable at June 30, 2016 (dollars in thousands): Carrying Percentage of Internal Ratings Investment Type Amount Loan Portfolio Performing Loans Watch List Loans Workout Loans Real estate secured $ 11 $ $ — $ — Other secured 89 — — $ 100 $ $ — $ — Real Estate Secured Loans Four Seasons Health Care . In December 2015, the Company purchased £28 million ( $42 million) of Four Seasons Health Care’s (“Four Seasons”) £40 million senior secured term loan. The loan is secured by, among other things, the real estate assets of Four Seasons, and represents the most senior debt tranche. The loan bears interest at a rate of LIBOR plus 6.0% per annum and matures in December 2017. Other Secured Loans HC-One Facility. In November 2014, the Company was the lead investor in the financing for Formation Capital and Safanad’s acquisition of NHP, a company that, at closing, owned 273 nursing and residential care homes representing over 12,500 beds in the U.K. principally operated by HC-One. The Company provided a loan facility (the “HC-One Facility”), secured by substantially all of NHP’s assets, totaling £395 million, with £363 million ( $574 million) drawn at closing and has a five -year term. In February 2015, the Company increased the HC-One Facility by £108 million ( $164 million) to £502 million ( $795 million), in conjunction with HC-One’s acquisition of Meridian Healthcare. In April 2015, the Company converted £174 million of the HC-One Facility into a sale-leaseback transaction for 36 nursing and residential care homes located throughout the U.K. In September 2015, the Company amended and increased its commitment under the HC-One Facility by £11 million primarily for the funding of capital expenditures and a development project. As part of the amendments, the Company shortened the non-call period by 17 months and provided consent for (i) the paydown of £34 million from disposition proceeds without a prepayment premium and (ii) the spin-off of 36 properties into a separate joint venture. In return, the Company retained security over the spin-off properties for a period of two years. During the year ended December 31, 2015, the Company received paydowns of £34 million ( $52 million). At June 30, 2016 , the HC-One Facility had an outstanding balance of $372 million. Tandem Health Care Loan. On July 31, 2012, the Company closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care (“Tandem”) as part of the recapitalization of a post-acute/skilled nursing portfolio. The Company funded $100 million (the “First Tranche”) at closing and funded an additional $102 million (the “Second Tranche”) in June 2013. In May 2015, the Company increased and extended the mezzanine loan facility with Tandem to: (i) fund $50 million (the “Third Tranche”) and $5 million (the “Fourth Tranche”), which proceeds were used to repay a portion of Tandem’s existing senior and mortgage debt, respectively, (ii) extend its maturity to October 2018 and (iii) extend the prepayment penalty period to January 2017. The loans bear interest at fixed rates of 12% , 14% , 6% and 6% per annum for the First, Second, Third and Fourth Tranches, respectively. At June 30, 2016 , the facility had an outstanding balance of $256 million at an 11.5% blended interest rate and was subordinate to $ 379 million of senior mortgage debt. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Joint Ventures | 6 Months Ended |
Jun. 30, 2016 | |
Investments in and Advances to Unconsolidated Joint Ventures | |
Investments in and Advances to Unconsolidated Joint Ventures | NOTE 7. Investments in and Advances to Unconsolidated Joint Ventures The Company owns interests in the following entities that are accounted for under the equity method at June 30, 2016 (dollars in thousands): Entity (1) Segment Carrying Amount Ownership% CCRC JV (2) Senior housing $ 49 HCRMC (3) Senior housing and post-acute/skilled nursing — 9 MBK JV (4) Senior housing 50 HCP Ventures III, LLC Medical office 30 HCP Ventures IV, LLC Medical office and hospital 20 HCP Life Science (5) Life science – 63 Vintage Park Development JV Senior housing 85 MBK Development JV (4) Senior housing 50 Suburban Properties, LLC Medical office 67 K&Y (6) Post-acute/skilled nursing 8 0 Advances to unconsolidated joint ventures, net and other $ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Includes two unconsolidated joint ventures in a RIDEA structure (CCRC PropCo and CCRC OpCo). (3) In December 2014, September 2015 and December 2015, the Company recognized impairment charges of $36 million, $27 million and $19 million, respectively. (4) Includes two unconsolidated joint ventures in a RIDEA structure. (5) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP ( 50% ); (ii) Britannia Biotech Gateway, LP ( 55% ); and (iii) LASDK, LP ( 63% ). (6) Includes three unconsolidated joint ventures. T he following tables summarize combined financial information for the Company’s equity method investments (in thousands): June 30, December 31, 2016 2015 Real estate, net $ $ Goodwill and other assets, net Assets held for sale Total assets $ $ Capital lease obligations and mortgage debt $ $ Accounts payable Liabilities and mortgage debt held for sale Other partners’ capital HCP’s capital (1) Total liabilities and partners’ capital $ $ (1) The combined basis difference of the Company’s investments in these joint ventures of $43 million, as of June 30, 2016 , is attributable to goodwill, real estate, capital lease obligations, deferred tax assets and lease-related net intangibles. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total revenues $ $ $ $ Income (loss) from discontinued operations Net loss HCP’s share of earnings (1) Fees earned by HCP Distributions received by HCP (1) The Company’s joint venture interest in HCRMC is accounted for using the equity method and results in an elimination of DFL income proportional to HCP’s ownership in HCRMC. The elimination of the respective proportional lease expense at the HCRMC level in substance resulted in $15 million and $30 million of DFL income that was recharacterized to the Company’s share of earnings from HCRMC (equity income from unconsolidated joint ventures) for the three and six months ended June 30, 2015 . Beginning in January 2016, income will be recognized only if cash distributions are received from HCRMC; as a result, the Company no longer recharacterizes (eliminates) its proportional ownership share of income from DFLs to equity income (loss) from unconsolidated joint ventures. HCRMC . The Company concluded that its equity investment in HCRMC was other-than-temporarily impaired as of December 31, 2014, September 30, 2015 and December 31, 2015 and recorded impairment charges of $36 million, $27 million and $19 million, respectively. Beginning in January 2016, equity income is recognized only if cash distributions are received from HCRMC (see Notes 1 and 5). MBK JVs . On March 30, 2015, the Company and MBK Senior Living (“MBK”), a subsidiary of Mitsui & Co. Ltd, formed a new RIDEA joint venture (“MBK JV”) that owns three senior housing facilities with the Company and MBK each owning a 50% equity interest. MBK manages these communities on behalf of the joint venture. The Company contributed $ 27 million of cash and MBK contributed the three senior housing facilities with a fair value of $126 million, which were encumbered by $78 million of mortgage debt at closing. On September 25, 2015, the Company and MBK formed a new RIDEA joint venture (“MBK Development JV”), which acquired a $3 million parcel of land for the purpose of developing a 74 -unit class A senior housing facility in Santa Rosa, California. The parcel of land is located adjacent to the Oakmont Gardens independent living facility currently owned and operated by the MBK JV. |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2016 | |
Intangibles | |
Intangibles | NOTE 8. Intangibles At June 30, 2016 and December 31, 2015 , gross intangible lease assets, comprised of lease-up intangibles, above market tenant lease intangibles and below market ground lease intangibles, were $970 million and $984 million, respectively. At June 30, 2016 and December 31, 2015 , the accumulated amortization of intangible assets was $419 million and $380 million, respectively. At June 30, 2016 and December 31, 2015 , gross intangible lease liabilities, comprised of below market tenant lease intangibles and above market ground lease intangibles, were $155 million and $156 million, respectively. At June 30, 2016 and December 31, 2015 , the accumulated amortization of intangible liabilities was $106 million and $100 million, respectively. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2016 | |
Other Assets [Abstract] | |
Other Assets | NOTE 9. Other Assets The following table summarizes the Company’s other assets (in thousands): June 30, December 31, 2016 2015 Straight-line rent receivables, net of allowance of $31,121 and $33,648 , respectively $ $ Marketable debt securities, net Leasing costs and inducements, net Goodwill Other Total other assets $ $ Four Seasons Health Care Senior Unsecured Notes Marketable debt securities, net are classified as held-to-maturity debt securities and primarily represent senior notes issued by Elli Investments Limited (“Elli”), a company beneficially owned by funds or limited partnerships managed by Terra Firma, as part of the financing for Elli’s acquisition of Four Seasons Health Care (the “Four Seasons Notes”). The Four Seasons Notes mature in June 2020, were non-callable through June 2016 and bear interest on their par value at a fixed rate of 12.25% per annum. The Company purchased an aggregate par value of £138.5 million of the Four Seasons Notes at a discount for £136.8 million ( $215 million) in June 2012, representing 79% of the total £175 million issued and outstanding Four Seasons Notes. In June 2015 and September 2015, the Company determined that the Four Seasons Notes were other-than-temporarily impaired and recorded impairment charges of $42 million and $70 million, respectively, reducing the carrying value to $174 million (£111 million) and $100 million (£66 million), respectively. The fair value was based on quoted prices; however as the Four Seasons Notes are not actively traded, these prices were considered to be Level 2 measurements within the fair value hierarchy. In determining whether a credit loss existed and in calculating the fair value, the Company also evaluated Four Seasons’ ability to repay the Four Seasons Notes according to their contractual terms based on its estimate of future cash flows which inputs included forecasted revenues, capital expenditures, operating expenses, care home occupancy and continued implementation of Four Seasons’ business plan, including executing on its business line segmentation and continuing to invest in its core portfolio, which information was consistent with the results of the valuation technique used by the Company in determining whether a credit loss existed and calculating the fair value of the Four Seasons Notes. Elli remains obligated to repay the aggregate par value at maturity and interest payments due June 15 and December 15 each year. When the remaining semi-annual interest payments are received, the Company expects to continue to reduce the carrying value of the Four Seasons Notes during the related period. Accordingly, the Company applied the contractual interest payments received in both December 2015 (£8 million or $13 million) and June 2016 (£8 million or $13 million) against the principal balance. This treatment reduced the carrying value of the Four Seasons Notes to £58 million ($85 million) and £50 million ($66 million) at December 31, 2015 and June 30, 2016, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt | |
Debt | NOTE 10. Debt Bank Line of Credit and Term Loans The Company’s $2.0 billion unsecured revolving line of credit facility (the “Facility”) matures on March 31, 2018 and contains a one -year extension option. Borrowings under the Facility accrue interest at LIBOR plus a margin that depends on the Company’s credit ratings. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at June 30, 2016 , the margin on the Facility was 1.05% , and the facility fee was 0.20% . The Facility also includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions. At June 30, 2016 , the Company had $869 million, including £275 million ( $369 million), outstanding under the Facility with a weighted average effective interest rate of 1.85% . In July 2016, the Company exercised a one -year extension option on its £137 million ($184 million at June 30, 2016 ), four -year unsecured term loan that it entered into on July 30, 2012 (the “2012 Term Loan”). Based on the Company’s credit ratings at June 30, 2016, the 2012 Term Loan accrues interest at a rate of GBP LIBOR plus 1.40% . The Company also has a £220 million ($295 million at June 30, 2016) four -year unsecured term loan that accrues interest at a rate of GBP LIBOR plus 1.15% , subject to adjustments based on the Company’s credit ratings. The Facility and term loans contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements, (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60% , (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30% , (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60% and (iv) require a minimum Fixed Charge Coverage ratio of 1.5x . The Facility and term loans also require a Minimum Consolidated Tangible Net Worth of $9.5 billion at June 30, 2016 . At June 30, 2016 , the Company was in compliance with each of these restrictions and requirements. Senior Unsecured Notes At June 30, 2016 , the Company had senior unsecured notes outstanding with an aggregate principal balance of $8.7 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at June 30, 2016 . The following table summarizes the Company’s senior unsecured notes issuances for the periods presented (dollars in thousands): Issuance Period Amount Coupon Rate Maturity Date Net Proceeds Year ended December 31, 2015: January 21, 2015 $ % $ May 20, 2015 $ % $ December 1, 2015 $ % $ The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands): Period Amount Coupon Rate Six months ended June 30, 2016: February 1, 2016 $ % Year ended December 31, 2015: March 1, 2015 $ % June 8, 2015 $ % Mortgage Debt At June 30, 2016 , the Company had mortgage debt outstanding with an aggregate principal balance of $688 million, which is secured by 40 healthcare facilities (including redevelopment properties) with a carrying value of $944 million. Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets. Debt Maturities The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at June 30, 2016 (in thousands): Senior Bank Line of Unsecured Mortgage Year Credit (1) Term Loans (2) Notes (3) Debt (4) Total (5) 2016 (six months) $ — $ — $ $ $ 2017 — 2018 — 2019 — 2020 — — Thereafter — — (Discounts), premiums and debt costs, net — $ $ $ $ $ (1) Includes £275 million ( $369 million) translated into U.S. dollars (“USD”). (2) Represents £357 million translated into USD. Reflects a one-year extension option on the 2012 Term Loan that was exercised in July 2016. (3) Effective interest rates on senior unsecured notes ranged from 2.79% to 6.88% with a weighted average effective interest rate of 4.72% and a weighted average maturity of six years. (4) Effective interest rates on the mortgage debt ranged from 3.08% to 8.23% with a weighted average effective interest rate of 6.06% and a weighted average maturity of three years. (5) Excludes $ 93 million of other debt that represents Life Care Bonds and Demand Notes (each as defined below) that have no scheduled maturities. Other Debt At June 30, 2016 , the Company had $65 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at three of its senior housing facilities, all of which are payable to certain residents of the facilities (collectively, “Life Care Bonds”). The Life Care Bonds are generally refundable to the residents upon the termination of the contract or upon the successful resale of the unit. At June 30, 2016 , the Company had $28 million of on-demand notes (“Demand Notes”) from the CCRC JV. The Demand Notes bear interest at a rate of 4.5% . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies. | |
Commitments and Contingencies | NOTE 11. Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. Except as described below, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred. On May 9, 2016, a purported stockholder of the Company filed a putative class action complaint, Boynton Beach Firefighters’ Pension Fund v. HCP, Inc., et al. , Case No. 3:16-cv-01106-JJH, in the U.S. District Court for the Northern District of Ohio against the Company, certain of its officers, HCRMC, and certain of its officers, asserting violations of the federal securities laws. The suit asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and alleges that the Company made certain false or misleading statements relating to the value of and risks concerning its investment in HCRMC by allegedly failing to disclose that HCRMC had engaged in billing fraud, as alleged by the DOJ in a pending suit against HCRMC arising from the False Claims Act. The DOJ lawsuit against HCRMC is described in greater detail in Note 5. As the Boynton Beach action is in its early stages and a lead plaintiff has not yet been named, the defendants have not yet responded to the complaint. The Company believes the suit to be without merit and intends to vigorously defend against it. On June 16, 2016 and July 5, 2016, purported stockholders of the Company filed two derivative actions, respectively Subodh v. HCR ManorCare Inc., et al. , Case No. 30-2016-00858497-CU-PT-CXC and Stearns v. HCR ManorCare, Inc., et al. , Case No. 30-2016-00861646-CU-MC-CJC, in the Superior Court of California, County of Orange, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. Both derivative actions allege that the defendants engaged in various acts of wrongdoing, including, among other things, breaching fiduciary duties by publicly making false or misleading statements of fact regarding HCRMC’s finances and prospects, and failing to maintain adequate internal controls. As the Subodh and Stearns actions are in the early stages, the defendants are in the process of evaluating the suits and have not yet responded to the complaints. On June 9, 2016, the Company received a letter from a private law firm, acting on behalf of its client, a purported stockholder of the Company, asserting substantially the same allegations made in the Subodh and Stearns matters discussed above. The letter demands that the Company’s Board of Directors take action to assert the Company’s rights. The Board of Directors is in the process of evaluating the demand letter. Commitments for Capital Additions Under the terms of the Amended Master Lease with HCRMC, the Company is required through April 1, 2019, upon the Lessee’s request, to provide the Lessee an amount to fund Capital Additions Costs (as defined in the Amended Master Lease) approved by the Company, in the Company’s reasonable discretion, such amount not to exceed $100 million in the aggregate (“Capital Addition Financing”), but the Company is not obligated to advance more than $50 million in Capital Addition Financing in any single lease year. In connection with any Capital Addition Financing, the minimum rent allocated to the applicable property will be increased by an amount equal to the product of: (i) the amount disbursed on account of the Capital Addition Financing for the applicable property times (ii) at the time of any such disbursement, the greater of (a) 7.75% and (b) 500 basis points in excess of the then current 10-year Treasury Rate. Any such Capital Addition Financing shall be structured in a REIT tax-compliant fashion. Through August 8, 2016, no amounts have been funded by the Company. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity | |
Equity | NOTE 12. Equity Common Stock The following table summarizes the Company’s common stock cash dividends declared in 2016 : Amount Dividend Declaration Date Record Date Per Share Payable Date January 28 February 8 $ February 23 April 27 May 9 May 24 July 28 August 8 August 23 The following table summarizes the Company’s other common stock activities (shares in thousands): Six Months Ended June 30, 2016 2015 Dividend Reinvestment and Stock Purchase Plan Conversion of DownREIT units (1) Exercise of stock options Vesting of restricted stock units Repurchase of common stock (1) Non-managing member limited liability company (“LLC”) units. Accumulated Other Comprehensive Loss The following table summarizes the Company’s accumulated other comprehensive loss (in thousands): June 30, December 31, 2016 2015 Cumulative foreign currency translation adjustment $ $ Unrealized losses on cash flow hedges, net Supplemental Executive Retirement Plan minimum liability Unrealized gains on available for sale securities Total accumulated other comprehensive loss $ $ Noncontrolling Interests At June 30, 2016 , non-managing members held an aggregate of 4 million units in five limited liability companies (“DownREITs”), for which the Company is the managing member. At June 30, 2016 , the carrying and fair values of these DownREIT units were $181 million and $207 million, respectively. See Note 15 for the supplemental schedule of non-cash financing activities. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2016 | |
Segment Disclosures | |
Segment Disclosures | NOTE 13. Segment Disclosures The Company evaluates its business and makes resource allocations based on its five reportable business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the medical office segment, the Company invests through the acquisition and development of medical office buildings (“MOBs”), which generally require a greater level of property management. Otherwise, the Company primarily invests, through the acquisition and development of real estate, in single tenant and operator properties and debt issued by tenants and operators in these sectors. The accounting policies of the segments are the same as those described in Note 2 to the Consolidated Financial Statements herein and in the Company’s 2015 Annual Report on Form 10-K filed with the SEC. There were no intersegment sales or transfers during the six months ended June 30, 2016 and 2015 . The Company evaluates performance based upon: (i) property net operating income from continuing operations (“NOI”), (ii) adjusted NOI (cash NOI), and (iii) adjusted NOI, including the Company’s pro rata share of unconsolidated joint ventures, plus interest income (“Portfolio Income”) of the combined investments in each segment. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, marketable equity securities and, if any, real estate and related assets held for sale. Interest expense, depreciation and amortization, and non-property specific revenues and expenses are not allocated to individual segments in evaluating the Company’s segment-level performance. See Note 17 for other information regarding concentrations of credit risk. The following tables summarize information for the reportable segments (in thousands): For the three months ended June 30, 2016 : Senior Post-acute/ Life Medical Corporate Housing Skilled Nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Gain on sales of real estate, net — — Other income, net — — — — — Income tax benefit — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — — Net income (loss) $ $ $ $ $ $ $ For the three months ended June 30, 2015 : Senior Post-acute/ Life Medical Corporate Housing Skilled Nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Impairments — — — Gain on sales of real estate, net — — — — — Other income, net — — — — — Income tax benefit — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — Net income (loss) $ $ $ $ $ $ $ For the six months ended June 30, 2016 : Senior Post-acute/ Life Medical Corporate Housing Skilled nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Gain on sales of real estate, net — — Other income, net — — — — — Income tax expense — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — Net income (loss) $ $ $ $ $ $ $ For the six months ended June 30, 2015 : Senior Post-acute/ Life Medical Corporate Housing Skilled nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Impairments — — — Gain on sales of real estate, net — — — — — Other income, net — — — — — Income tax benefit — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — Net income (loss) $ $ $ $ $ $ $ (1) Represents rental and related revenues, tenant recoveries and income from DFLs. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles and lease termination fees. T he following table summarizes the Company’s assets by segment (in thousands): June 30, December 31, Segment 2016 2015 Senior housing $ $ Post-acute/skilled nursing Life science Medical office Hospital Gross segment assets Accumulated depreciation and amortization Net segment assets Real estate and related assets held for sale, net Other non-segment assets Total assets $ $ At both June 30, 2016 and December 31, 2015 , goodwill of $50 million was allocated to segment assets as follows: (i) senior housing— $31 million, (ii) post-acute/skilled nursing — $3 million, (iii) medical office— $11 million and (iv) hospital— $5 million. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Common Share | |
Earnings Per Common Share | NOTE 14. Earnings Per Common Share The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator - Basic Net income (loss) $ $ $ $ Noncontrolling interests’ share in earnings Net income (loss) attributable to HCP, Inc. Participating securities’ share in earnings Net income (loss) applicable to common shares $ $ $ $ Numerator - Dilutive Net income (loss) applicable to common shares $ $ $ $ Add: distributions on dilutive convertible units — — — Dilutive net income (loss) available to common shares $ $ $ $ Denominator Basic weighted average common shares Dilutive potential common shares - equity awards — Dilutive potential common shares - DownREIT units — — — Diluted weighted average common shares Earnings per common share Basic $ $ $ $ Diluted $ $ $ Restricted stock and certain of the Company’s performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, which requires the use of the two-class method when computing basic and diluted earnings per share. Options to purchase approximately 1.2 million and 0.9 million shares of common stock that had an exercise price (including deferred compensation expense) in excess of the average closing market price of the Company’s common stock during the three months ended June 30, 2016 and 2015, respectively, were not included in the Company’s earnings per share calculations because they are anti-dilutive. Restricted stock and performance restricted stock units representing 0.4 million shares of common stock during the three months ended June 30, 2016 and 2015 were not included because they are anti-dilutive. Additionally, 1.7 million shares issuable upon conversion of 1.7 million DownREIT units during the three months ended June 30, 2016 were not included because they are anti-dilutive. During the three months ended June 30 2015, 6 million shares issuable upon conversion of 4 million DownREIT units were not included because they are anti-dilutive. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | NOTE 15. Supplemental Cash Flow Information The following table provides supplemental cash flow information (in thousands): Six Months Ended June 30, 2016 2015 Supplemental cash flow information: Interest paid, net of capitalized interest $ $ Income taxes paid Capitalized interest Supplemental schedule of non-cash investing activities: Accrued construction costs Non-cash acquisitions and dispositions settled with receivables and restricted cash held in connection with Section 1031 transactions Tenant funded tenant improvements owned by HCP Supplemental schedule of non-cash financing activities: Vesting of restricted stock units Conversion of non-managing member units into common stock Noncontrolling interest and other liabilities, net assumed in connection with the RIDEA III acquisition — Noncontrolling interest issued in connection with real estate acquisitions — Noncontrolling interest disposed in connection with real estate sales — Other liabilities assumed with real estate acquisitions Unrealized gains (losses) on available-for-sale securities and derivatives designated as cash flow hedges, net |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2016 | |
Variable Interest Entities | |
Variable Interest Entities | NOTE 16. Variable Interest Entities On January 1, 2016, the Company adopted ASU 2015-02 using the modified retrospective method as permitted by the ASU. As a result of the adoption, the Company identified additional assets and liabilities of certain VIEs in its consolidated total assets and total liabilities at December 31, 2015 of $543 million and $651 million, respectively. Refer to the specific VIE descriptions below for detail on which entities were classified as consolidated VIEs subsequent to the adoption of ASU 2015-02. Additionally, the Company deconsolidated three joint ventures and recognized $0.5 million as a cumulative-effect adjustment to cumulative dividends in excess of earnings. Unconsolidated Variable Interest Entities At June 30, 2016 , the Company had investments in: (i) four unconsolidated VIE joint ventures, (ii) 358 properties leased to VIE tenants, (iii) marketable debt securities of a VIE and (iv) a loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (HCRMC, CCRC OpCo, Vintage Park Development JV and the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments. The Company leases 310 properties to, and has an approximately 9% ownership interest in, HCRMC that has been identified as a VIE upon a reconsideration event in the fourth quarter of 2015. HCRMC has experienced continued operational declines and is a “thinly capitalized” entity that relies on the operating cash flows generated from its senior housing and post-acute facilities to fund operating expenses, including the rent obligations under the Amended Master Lease (see Notes 5 and 7). The Company holds a 49% ownership interest in CCRC OpCo, which operates senior housing properties in a RIDEA structure and has been identified as a VIE (see Note 7). The equity members of CCRC OpCo “lack power” because they share certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consist of operating lease obligations to CCRC PropCo, debt service payments and capital expenditures for the properties, and accounts payable and expense accruals associated with the cost of its CCRCs’ operations. Assets generated by the CCRC operations (primarily rents from CCRC residents) of CCRC OpCo may only be used to settle its contractual obligations (primarily from debt service payments, capital expenditures, and rental costs and operating expenses incurred to manage such facilities). The Company holds an 85% ownership interest in Vintage Park Development JV (see Note 7), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of Vintage Park Development JV primarily consist of an in-progress independent living facility development project that it owns and cash and cash equivalents; its obligations primarily consist of accounts payable and expense accruals associated with the cost of its development obligations. Any assets generated by Vintage Park Development JV may only be used to settle its contractual obligations (primarily development expenses and debt service payments). The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner, and it does not have any substantive participating rights or kick-out rights over the managing member. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments). In addition to the properties leased to HCRMC, the Company leases 48 properties to a total of seven tenants that have also been identified as VIEs (“VIE tenants”). These VIE tenants are “thinly capitalized” entities that rely on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under their leases. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. The Company holds Four Seasons Notes (see Note 9) and a portion of Four Seasons’ senior secured term loan (see Note 6). In the second quarter of 2015, upon the occurrence of a reconsideration event, it was determined that the issuer of the Four Seasons Notes is a VIE because this entity is “thinly capitalized.” The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at June 30, 2016 are as follows (in thousands): Maximum Loss Carrying VIE Type Exposure (1) Asset/Liability Type Amount HCRMC (2) $ Net investment in DFLs and investments in unconsolidated joint ventures $ VIE tenants—DFLs (2) Net investment in DFLs VIE tenants—operating leases (2) Lease intangibles, net and straight-line rent receivables CCRC OpCo Investments in unconsolidated joint ventures Four Seasons Loans and marketable debt securities Vintage Park Development JV Investments in unconsolidated joint ventures CMBS and LLC investment Marketable debt and cost method investment (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default. As of June 30, 2016 , the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 5, 6, 7 and 9 for additional descriptions of the nature, purpose and operating activities of the Company’s unconsolidated VIEs and interests therein. Consolidated Variable Interest Entities RIDEA I. The Company holds a 90% ownership interest in joint venture entities formed in September 2011 that own and operate senior housing properties in a RIDEA structure (“RIDEA I”). The Company has historically classified RIDEA I OpCo as a VIE and, as a result of the adoption of ASU 2015-02, also classifies RIDEA I PropCo as a VIE due to the non-managing member lacking substantive participation rights in the management of RIDEA I PropCo or kick-out rights over the managing member. The Company consolidates RIDEA I PropCo and RIDEA I OpCo as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of RIDEA I PropCo primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of notes payable to a non-VIE consolidated subsidiary of the Company. The assets of RIDEA I OpCo primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to RIDEA I PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the RIDEA I structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs). RIDEA II . The Company holds an 80% ownership interest in joint venture entities formed in August 2014 that own and operate senior housing properties in a RIDEA structure (“RIDEA II”). The Company consolidates RIDEA II (“SH PropCo” and “SH OpCo”) as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of SH PropCo primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of a note payable to a non-VIE consolidated subsidiary of the Company. The assets of SH OpCo primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to SH PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the RIDEA II structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs). See Note 4 for additional discussion of pending RIDEA II transactions. RIDEA III . The Company holds a 90% ownership interest in joint venture entities formed in June 2015 that own and operate senior housing properties in a RIDEA structure. The Company has historically classified RIDEA III OpCo as a VIE and, as a result of the adoption of ASU 2015-02, also classifies RIDEA III PropCo as a VIE due to the non-managing member lacking substantive participation rights in the management of RIDEA III PropCo or kick-out rights over the managing member. The Company consolidates RIDEA III PropCo and RIDEA III OpCo as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of RIDEA III PropCo primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of a note payable to a non-VIE consolidated subsidiary of the Company. The assets of RIDEA III OpCo primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to RIDEA III PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the RIDEA III structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs). HCP Ventures V, LLC . The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“HCP Ventures V, LLC”). Upon adoption of ASU 2015-02, the Company classified HCP Ventures V, LLC as a VIE due to the non-managing member lacking substantive participation rights in the management of HCP Ventures V, LLC or kick-out rights over the managing member. The Company consolidates HCP Ventures V, LLC as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of HCP Ventures V, LLC primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by HCP Ventures V, LLC may only be used to settle its contractual obligations (primarily from capital expenditures). Vintage Park JV . The Company holds a 90% ownership interest in a joint venture entity formed in January 2015 that owns an 85% interest in an unconsolidated development VIE (“Vintage Park JV”). Upon adoption of ASU 2015-02, the Company classified Vintage Park JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Vintage Park JV or kick-out rights over the managing member. The Company consolidates Vintage Park JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Vintage Park JV primarily consist of an investment in the Vintage Park Development JV and cash and cash equivalents; its obligations primarily consist of funding the ongoing development of the Vintage Park Development JV. Assets generated by the Vintage Park JV may only be used to settle its contractual obligations (primarily from the funding of the Vintage Park Development JV). DownREITs . The Company holds a controlling ownership interest in and is the managing member of five DownREITs (see Note 12). Upon adoption of ASU 2015-02, the Company classified the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other Consolidated Real Estate Partnerships . The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). Upon adoption of ASU 2015-02, the Company classified the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other consolidated VIEs . The Company made a loan to an entity that entered into a tax credit structure (“Tax Credit Subsidiary”) and a loan to an entity that made an investment in a development joint venture (“Development JV”) both of which are considered VIEs. The Company consolidates the Tax Credit Subsidiary and Development JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIEs’ economic performance. The assets and liabilities of the Tax Credit Subsidiary and Development JV substantially consist of a development in progress, notes receivable, prepaid expenses, notes payable, and accounts payable and accrued liabilities generated from their operating activities. Any assets generated by the operating activities of the Tax Credit Subsidiary and Development JV may only be used to settle their contractual obligations. |
Concentration of Credit Risk
Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2016 | |
Concentration of Credit Risk | |
Concentration of Credit Risk | NOTE 17. Concentration of Credit Risk Concentrations of credit risk arise when one or more tenants, operators or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of credit risks. The Company does not have significant foreign operations. The following tables provide information regarding the Company’s concentrations with respect to certain tenants and operators: Percentage of Percentage of Senior Housing Gross Assets Senior Housing Revenues June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, Operators 2016 2015 2016 2015 2016 2015 Brookdale % % % % % % HCRMC % % % % % % Percentage of Post-Acute/ Percentage of Post-Acute/ Skilled Nursing Gross Assets Skilled Nursing Revenues June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, Operators 2016 2015 2016 2015 2016 2015 HCRMC % % % % % % Percentage of Percentage of Total Company Gross Assets Total Company Revenues June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, Operators 2016 2015 2016 2015 2016 2015 HCRMC % % % % % % Brookdale % % % % % % The following tables summarize HCRMC’s consolidated financial information (in millions): June 30, December 31, 2016 2015 Real estate and other property, net $ $ Cash and cash equivalents Goodwill, intangible and other assets, net Total assets $ $ Debt and financing obligations $ $ Accounts payable, accrued liabilities and other Redeemable preferred stock Total equity Total liabilities and equity $ $ Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues $ $ $ $ Operating, general and administrative expense Depreciation and amortization expense Interest expense Other income, net Loss on disposal of assets — — Impairment — — (Loss) income from continuing operations before income tax benefit (expense) Income tax benefit (expense) (Loss) income from continuing operations Loss from discontinued operations, net of taxes — Net (loss) income $ $ $ $ As of June 30, 2016 , Brookdale provided comprehensive facility management and accounting services with respect to 107 of the Company’s senior housing facilities and 15 CCRCs owned by the CCRC JV, for which the Company or joint venture pay annual management fees pursuant to long-term management agreements. Most of the management agreements have terms ranging from 10 to 15 years, with three to four 5 -year renewal periods. The base management fees are 4.5% to 5.0% of gross revenues (as defined) generated by the RIDEA facilities. In addition, there are incentive management fees payable to Brookdale if operating results of the RIDEA properties exceed pre-established EBITDAR (as defined) thresholds. Brookdale is subject to the registration and reporting requirements of the SEC and is required to file annual reports containing audited financial information and quarterly reports containing unaudited financial information with the SEC. The information related to Brookdale contained or referred to in this report has been derived from SEC filings made by Brookdale or other publicly available information, or was provided to the Company by Brookdale, and the Company has not verified this information through an independent investigation or otherwise. The Company has no reason to believe that this information is inaccurate in any material respect, but the Company cannot assure the reader of its accuracy. The Company is providing this data for informational purposes only, and encourages the reader to obtain Brookdale’s publicly available filings, which can be found on the SEC’s website at www.sec.gov. To mitigate the credit risk of leasing properties to certain operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | NOTE 18. Fair Value Measurements Items Measured at Fair Value on a Recurring Basis The following table illustrates the Company’s financial assets and liabilities measured at fair value on a recurring basis at June 30, 2016 in the consolidated balance sheets (in thousands): Financial Instrument Fair Value Level 1 Level 2 Level 3 Marketable equity securities $ $ $ — $ — Interest-rate swap liabilities — — Currency swap assets — — Warrants — — Recognized gains and losses are recorded in other income, net on the Company’s consolidated statements of operations. During the six months ended June 30, 2016 , there were no transfers of financial assets or liabilities within the fair value hierarchy. Disclosures About Fair Value of Financial Instruments Cash and cash equivalents, restricted cash, accounts receivable, net, and accounts payable and accrued liabilities – The carrying values are reasonable estimates of fair value because of the short-term maturities of these instruments. Loans receivable, net and mortgage debt – The fair values are based on discounting future cash flows utilizing current market rates for loans and debt of the same type and remaining maturity. Marketable debt securities – The fair value is based on quoted prices from inactive markets. Marketable equity securities and senior unsecured notes – The fair values are based on quoted prices in active markets. Warrants – The fair value is based on significant unobservable market inputs utilizing standardized derivative pricing models. Bank line of credit, term loans and other debt – The carrying values are reasonable estimates of fair value because the borrowings are primarily based on market interest rates and the Company’s current credit ratings. Interest-rate swaps – The fair value is based on observable inputs utilizing standardized pricing models that consider forward yield curves and discount rates which are observable in active and inactive markets. Currency swaps – The fair value is based on observable inputs utilizing standardized pricing models that consider the future value of the currency exchange rates, comprised of current spot and traded forward points, and calculating a present value of the net amount using discount rates based on observable traded interest rates. The following table summarizes the carrying values and fair values of the Company’s financial instruments (in thousands): June 30, 2016 December 31, 2015 Carrying Carrying Value Fair Value Value Fair Value Loans receivable, net (2) $ $ $ $ Marketable debt securities (2) Marketable equity securities (1) Warrants (3) Bank line of credit (2) Term loans (2) Senior unsecured notes (1) Mortgage debt (2) Other debt (2) Interest-rate swap assets (2) — — Interest-rate swap liabilities (2) Currency swap assets (2) (1) Level 1: Fair value calculated based on quoted prices in active markets. (2) Level 2: Fair value based on quoted prices for similar or identical instruments in active or inactive markets, respectively, or calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. (3) Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | NOTE 19. Derivative Financial Instruments The following table summarizes the Company’s outstanding interest-rate and foreign currency swap contracts as of June 30, 2016 (dollars and British pound sterling (“GBP”) in thousands): Fixed Hedge Rate/Buy Floating/Exchange Notional/ Date Entered Maturity Date Designation Amount Rate Index Sell Amount Fair Value (1) Interest rate: July 2005 (2) July 2020 Cash Flow % BMA Swap Index $ $ November 2008 (3) October 2016 Cash Flow % 1 Month LIBOR+1.50% $ $ January 2015 (4) October 2017 Cash Flow % 1 Month GBP LIBOR+0.975% £ $ Foreign currency: January 2015 (5) October 2017 Cash Flow $ Buy USD/Sell GBP £ $ (1) Derivative assets are recorded in other assets, net and derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets. (2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. (3) Represents an interest-rate swap contract, which hedges fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. (4) Hedges fluctuations in interest payments on variable-rate unsecured debt due to fluctuations in the underlying benchmark interest rate. (5) Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to the Company’s forecasted GBP denominated interest receipts on its HC-One Facility. Represents a currency swap to sell approximately £1.0 million monthly at a rate of 1.5149 through October 2017. The Company uses derivative instruments to mitigate the effects of interest rate and foreign currency fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest and foreign currency rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. The primary risks associated with derivative instruments are market and credit risk. Market risk is defined as the potential for loss in value of a derivative instrument due to adverse changes in market prices. Credit risk is the risk that one of the parties to a derivative contract fails to perform or meet their financial obligation. The Company does not obtain collateral associated with its derivative contracts, but monitors the credit standing of its counterparties on a regular basis. Should a counterparty fail to perform, the Company would incur a financial loss to the extent that the associated derivative contract was in an asset position. At June 30, 2016 , the Company does not anticipate non-performance by the counterparties to its outstanding derivative contracts. As of June 30, 2016, the Company has £268 million of its GBP-denominated borrowings under the Facility and 2012 Term Loan designated as a hedge of a portion of the Company’s net investments in GBP-functional subsidiaries to mitigate its exposure to fluctuations in the GBP to USD exchange rate. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to USD exchange rate of the instrument is recorded as part of the cumulative translation adjustment component of accumulated other comprehensive income (loss). Accordingly, the remeasurement value of the designated £268 million GBP-denominated borrowings due to fluctuations in the GBP to USD exchange rate are reported in accumulated other comprehensive income (loss) as the hedging relationship is considered to be effective. The cumulative balance of the remeasurement value will be reclassified to earnings when the hedged investment is sold or substantially liquidated. During the three and six months ended June 30, 2016 , the Company determined a portion of a cash flow hedge was ineffective and reclassified $0.2 million and $0.3 million, respectively, of unrealized gains related to this interest-rate swap contract into other income, net. During the three and six months ended June 30, 2015, the Company determined a portion of a cash flow hedge was ineffective and reclassified $0.2 million and $0.3 million, respectively, of unrealized gains related to this interest-rate swap contract into other income, net. The Company expects that the hedged forecasted transactions for each of the outstanding qualifying cash flow hedging relationships at June 30, 2016 remain probable of occurring and, as a result, no additional gains or losses recorded to accumulated other comprehensive loss are expected to be reclassified to earnings for any other outstanding hedges. To illustrate the effect of movements in interest rates and foreign currency markets, the Company performed a market sensitivity analysis on its outstanding derivative financial instruments. The Company applied various basis point spreads to the underlying interest rate curves and foreign currency exchange rates of the derivative portfolio in order to determine the instruments’ change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands): Effects of Change in Interest and Foreign Currency Rates +50 Basis -50 Basis +100 Basis -100 Basis Date Entered Maturity Date Points Points Points Points Interest rate: July 2005 July 2020 $ $ $ $ November 2008 October 2016 January 2015 October 2017 Foreign currency: January 2015 October 2017 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016 ‑13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. The Company is evaluating the impact of the adoption of ASU 2016 ‑13 on January 1, 2020 to its consolidated financial position or results of operations. In May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The amendments in ASU 2016-12 do not change the core principles of the guidance in the new revenue standard described in ASU No. 2014-09 below. Rather, the amendments in ASU 2016-12 provide practical expedients and improvements on the previously narrow scope of the standard. ASU 2016-12 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted at the original effective date of the new revenue standard (January 1, 2017). The Company is evaluating the impact of the adoption of ASU 2016-12 on January 1, 2018 to its consolidated financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 is intended to simplify accounting for share-based payment transactions. The areas for simplification in this update involve several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within, beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2016-09 on January 1, 2017 to its consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”). ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-08 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted at the original effective date of the new revenue standard described in ASU No. 2014-09 below (January 1, 2017). The Company is evaluating the impact of the adoption of ASU 2016-08 on January 1, 2018 to its consolidated financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the current accounting for leases to (i) require lessees to put most leases on their balance sheets, but continue recognizing expenses on their income statements in a manner similar to requirements under current accounting guidance, (ii) eliminate current real estate specific lease provisions and (iii) modify the classification criteria and accounting for sales-type leases for lessors. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial position or results of operations. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. This update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment at each reporting period. ASU 2016-01 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted only for updates to certain disclosure requirements. The Company is evaluating the impact of the adoption of ASU 2016-01 on January 1, 2018 to its consolidated financial position or results of operations. In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). ASU 2015-16 simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by requiring the acquirer to (i) recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined, (ii) record, in the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date and (iii) present separately or disclose the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years, and interim periods within, beginning after December 15, 2015. Early adoption is permitted. The Company adopted ASU 2015-16 on January 1, 2016; the adoption of which did not have a material impact on its consolidated financial position or results of operations. In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 requires amendments to both the VIE and voting consolidation accounting models. The amendments (i) rescind the indefinite deferral of certain aspects of accounting standards relating to consolidations and provide a permanent scope exception for registered money market funds and similar unregistered money market funds, (ii) modify (a) the identification of variable interests (fees paid to a decision maker or service provider), (b) the VIE characteristics for a limited partnership or similar entity and (c) the primary beneficiary determination under the VIE model and (iii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. ASU 2015-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2015. Early adoption is permitted. A reporting entity may apply the amendments in ASU 2015-02 using either a modified retrospective or retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company adopted ASU 2015-02 on January 1, 2016; the adoption of which did not have a material impact to its consolidated financial position or results of operations (see Note 16). In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This update changes the requirements for recognizing revenue. ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in ASU 2014-09 using either a modified retrospective or retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The Company is evaluating the impact of the adoption of ASU 2014-09 on January 1, 2018 to its consolidated financial position or results of operations. |
Reclassifications | Reclassification Certain amounts in the Company’s consolidated financial statements have been reclassified for prior periods to conform to the current period presentation. Real estate and related assets held for sale, net and intangible liabilities related to assets held for sale, net have been reclassified on the consolidated balance sheets (see Note 4). |
Real Estate Property Investme28
Real Estate Property Investments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate Property Investments | |
Schedule of real estate acquisitions (in thousands) | A summary of real estate acquisitions for the six months ended June 30, 2016 follows (in thousands): Consideration Assets Acquired (1) Liabilities Net Segment Cash Paid Assumed Real Estate Intangibles Senior housing $ $ $ $ Post-acute/skilled nursing — $ $ $ $ (1) The purchase price allocation is preliminary and may be subject to change. A summary of real estate acquisitions for the six months ended June 30, 2015 follows (in thousands): Consideration Assets Acquired Liabilities Noncontrolling Net Segment Cash Paid Assumed Interest Real Estate Intangibles Senior housing $ (1) $ $ $ $ Post-acute/skilled nursing (1) — — Medical office — $ $ $ $ $ (1) Includes £174 million ($254 million) of the Company’s HC-One Facility (see Note 6) converted to fee ownership in a portfolio of 36 care homes located throughout the United Kingdom (“U.K.”). |
Schedule of unaudited pro forma consolidated results of operations (in thousands, except per share amounts) | The following unaudited pro forma consolidated results of operations assume that the RIDEA III acquisition was completed as of January 1, 2014 (in thousands, except per share data): Three Months Ended Six Months Ended June 30, 2015 June 30, 2015 Revenues $ $ Net income (loss) Net income (loss) applicable to HCP, Inc. Basic earnings per common share Diluted earnings per common share |
Schedule of capital improvements (in thousands) | The following table summarizes the Company’s funding for construction, tenant and other capital improvements (in thousands): Six Months Ended June 30, Segment 2016 2015 Senior housing $ $ Post-acute/skilled nursing Life science Medical office Hospital — $ $ |
Net Investment in Direct Fina29
Net Investment in Direct Financing Leases (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Loans Receivable: | |
Schedule of components of net investment in DFLs (dollars in thousands) | Net investment in DFLs consisted of the following (dollars in thousands): June 30, December 31, 2016 2015 Minimum lease payments receivable $ $ Estimated residual values Less unearned income Net investment in direct financing leases before allowance Allowance for DFL losses Net investment in direct financing leases $ $ Properties subject to direct financing leases |
Direct Financing Leases | |
Loans Receivable: | |
Summary of the Company's internal ratings for DFLs (dollars in thousands) | The following table summarizes the Company’s internal ratings for DFLs at June 30, 2016 (dollars in thousands): Carrying Percentage of Internal Ratings Segment Amount DFL Portfolio Performing DFLs Watch List DFLs Workout DFLs Senior housing $ 31 $ $ $ — Post-acute/skilled nursing 67 — — Hospital 2 — — $ 100 $ $ $ — |
Loans Receivable (Tables)
Loans Receivable (Tables) - Loans receivable | 6 Months Ended |
Jun. 30, 2016 | |
Loans Receivable: | |
Schedule of loans receivable (in thousands) | The following table summarizes the Company’s loans receivable (in thousands): June 30, 2016 December 31, 2015 Real Estate Other Real Estate Other Secured Secured Total Secured Secured Total Mezzanine (1) (2) $ — $ $ $ — $ $ Other (2) (3) — — Unamortized discounts, fees and costs (1) $ $ $ $ $ $ (1) At June 30, 2016 , included £280 million ( $376 million) outstanding and £3 million ( $4 million) of associated unamortized discounts, fees and costs. At December 31, 2015, included £273 million ( $403 million) outstanding and £4 million ( $5 million) of associated unamortized discounts, fees and costs. (2) At June 30, 2016 , the Company had £40 million ( $53 million) remaining under its commitments to fund development projects and capital expenditures under its U.K. development projects. (3) At June 30, 2016 , the Company had $1 million remaining of commitments to fund development projects and capital expenditures under its senior housing development loan program. |
Summary of the Company's internal ratings for loans receivable (dollars in thousands) | The following table summarizes the Company’s internal ratings for loans receivable at June 30, 2016 (dollars in thousands): Carrying Percentage of Internal Ratings Investment Type Amount Loan Portfolio Performing Loans Watch List Loans Workout Loans Real estate secured $ 11 $ $ — $ — Other secured 89 — — $ 100 $ $ — $ — |
Investments in and Advances t31
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments in and Advances to Unconsolidated Joint Ventures | |
Company owned interests in entities, accounted under equity method (dollars in thousands) | The Company owns interests in the following entities that are accounted for under the equity method at June 30, 2016 (dollars in thousands): Entity (1) Segment Carrying Amount Ownership% CCRC JV (2) Senior housing $ 49 HCRMC (3) Senior housing and post-acute/skilled nursing — 9 MBK JV (4) Senior housing 50 HCP Ventures III, LLC Medical office 30 HCP Ventures IV, LLC Medical office and hospital 20 HCP Life Science (5) Life science – 63 Vintage Park Development JV Senior housing 85 MBK Development JV (4) Senior housing 50 Suburban Properties, LLC Medical office 67 K&Y (6) Post-acute/skilled nursing 8 0 Advances to unconsolidated joint ventures, net and other $ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Includes two unconsolidated joint ventures in a RIDEA structure (CCRC PropCo and CCRC OpCo). (3) In December 2014, September 2015 and December 2015, the Company recognized impairment charges of $36 million, $27 million and $19 million, respectively. (4) Includes two unconsolidated joint ventures in a RIDEA structure. (5) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP ( 50% ); (ii) Britannia Biotech Gateway, LP ( 55% ); and (iii) LASDK, LP ( 63% ). Includes three unconsolidated joint ventures. |
Summarized combined financial information for equity method investments (in thousands) | The following tables summarize combined financial information for the Company’s equity method investments (in thousands): June 30, December 31, 2016 2015 Real estate, net $ $ Goodwill and other assets, net Assets held for sale Total assets $ $ Capital lease obligations and mortgage debt $ $ Accounts payable Liabilities and mortgage debt held for sale Other partners’ capital HCP’s capital (1) Total liabilities and partners’ capital $ $ (1) The combined basis difference of the Company’s investments in these joint ventures of $43 million, as of June 30, 2016 , is attributable to goodwill, real estate, capital lease obligations, deferred tax assets and lease-related net intangibles. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total revenues $ $ $ $ Income (loss) from discontinued operations Net loss HCP’s share of earnings (1) Fees earned by HCP Distributions received by HCP (1) The Company’s joint venture interest in HCRMC is accounted for using the equity method and results in an elimination of DFL income proportional to HCP’s ownership in HCRMC. The elimination of the respective proportional lease expense at the HCRMC level in substance resulted in $15 million and $30 million of DFL income that was recharacterized to the Company’s share of earnings from HCRMC (equity income from unconsolidated joint ventures) for the three and six months ended June 30, 2015 . Beginning in January 2016, income will be recognized only if cash distributions are received from HCRMC; as a result, the Company no longer recharacterizes (eliminates) its proportional ownership share of income from DFLs to equity income (loss) from unconsolidated joint ventures. |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Assets [Abstract] | |
Schedule of other assets (in thousands) | The following table summarizes the Company’s other assets (in thousands): June 30, December 31, 2016 2015 Straight-line rent receivables, net of allowance of $31,121 and $33,648 , respectively $ $ Marketable debt securities, net Leasing costs and inducements, net Goodwill Other Total other assets $ $ |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt | |
Summary of senior notes issuances (dollars in thousands) | The following table summarizes the Company’s senior unsecured notes issuances for the periods presented (dollars in thousands): Issuance Period Amount Coupon Rate Maturity Date Net Proceeds Year ended December 31, 2015: January 21, 2015 $ % $ May 20, 2015 $ % $ December 1, 2015 $ % $ |
Summary of senior unsecured notes payoffs (dollars in thousands) | The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands): Period Amount Coupon Rate Six months ended June 30, 2016: February 1, 2016 $ % Year ended December 31, 2015: March 1, 2015 $ % June 8, 2015 $ % |
Summary of stated debt maturities and scheduled principal repayments (in thousands) | The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at June 30, 2016 (in thousands): Senior Bank Line of Unsecured Mortgage Year Credit (1) Term Loans (2) Notes (3) Debt (4) Total (5) 2016 (six months) $ — $ — $ $ $ 2017 — 2018 — 2019 — 2020 — — Thereafter — — (Discounts), premiums and debt costs, net — $ $ $ $ $ (1) Includes £275 million ( $369 million) translated into U.S. dollars (“USD”). (2) Represents £357 million translated into USD. Reflects a one-year extension option on the 2012 Term Loan that was exercised in July 2016. (3) Effective interest rates on senior unsecured notes ranged from 2.79% to 6.88% with a weighted average effective interest rate of 4.72% and a weighted average maturity of six years. (4) Effective interest rates on the mortgage debt ranged from 3.08% to 8.23% with a weighted average effective interest rate of 6.06% and a weighted average maturity of three years. (5) Excludes $ 93 million of other debt that represents Life Care Bonds and Demand Notes (each as defined below) that have no scheduled maturities. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity | |
Schedule of common stock, cash dividends | Amount Dividend Declaration Date Record Date Per Share Payable Date January 28 February 8 $ February 23 April 27 May 9 May 24 July 28 August 8 August 23 |
Schedule of company's other common stock activities (shares in thousands) | The following table summarizes the Company’s other common stock activities (shares in thousands): Six Months Ended June 30, 2016 2015 Dividend Reinvestment and Stock Purchase Plan Conversion of DownREIT units (1) Exercise of stock options Vesting of restricted stock units Repurchase of common stock (1) Non-managing member limited liability company (“LLC”) units. |
Schedule of accumulated other comprehensive loss (in thousands) | The following table summarizes the Company’s accumulated other comprehensive loss (in thousands): June 30, December 31, 2016 2015 Cumulative foreign currency translation adjustment $ $ Unrealized losses on cash flow hedges, net Supplemental Executive Retirement Plan minimum liability Unrealized gains on available for sale securities Total accumulated other comprehensive loss $ $ |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Disclosures | |
Summary financial information of reportable segment (in thousands) | The following tables summarize information for the reportable segments (in thousands): For the three months ended June 30, 2016 : Senior Post-acute/ Life Medical Corporate Housing Skilled Nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Gain on sales of real estate, net — — Other income, net — — — — — Income tax benefit — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — — Net income (loss) $ $ $ $ $ $ $ For the three months ended June 30, 2015 : Senior Post-acute/ Life Medical Corporate Housing Skilled Nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Impairments — — — Gain on sales of real estate, net — — — — — Other income, net — — — — — Income tax benefit — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — Net income (loss) $ $ $ $ $ $ $ For the six months ended June 30, 2016 : Senior Post-acute/ Life Medical Corporate Housing Skilled nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Gain on sales of real estate, net — — Other income, net — — — — — Income tax expense — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — Net income (loss) $ $ $ $ $ $ $ For the six months ended June 30, 2015 : Senior Post-acute/ Life Medical Corporate Housing Skilled nursing Science Office Hospital Non-segment Total Rental revenues (1) $ $ $ $ $ $ — $ Resident fees and services — — — — — Operating expenses — NOI — Non-cash adjustments to NOI (2) — Adjusted (cash) NOI — Adjusted (cash) NOI from unconsolidated joint ventures — — — Interest income — — — — Portfolio Income — Addback non-cash adjustments — Investment management fee income — — — — Interest expense — Depreciation and amortization — General and administrative expenses — — — — — Acquisition and pursuit costs — — — — — Impairments — — — Gain on sales of real estate, net — — — — — Other income, net — — — — — Income tax benefit — — — — — Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI — Net income (loss) $ $ $ $ $ $ $ (1) Represents rental and related revenues, tenant recoveries and income from DFLs. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles and lease termination fees. |
Reconciliation of company's assets to total assets (in thousands) | The following table summarizes the Company’s assets by segment (in thousands): June 30, December 31, Segment 2016 2015 Senior housing $ $ Post-acute/skilled nursing Life science Medical office Hospital Gross segment assets Accumulated depreciation and amortization Net segment assets Real estate and related assets held for sale, net Other non-segment assets Total assets $ $ At both June 30, 2016 and December 31, 2015 , goodwill of $50 million was allocated to segment assets as follows: (i) senior housing— $31 million, (ii) post-acute/skilled nursing — $3 million, (iii) medical office— $11 million and (iv) hospital— $5 million. |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Common Share | |
Computation of basic and diluted earnings per share (in thousands, except per share amounts) | The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator - Basic Net income (loss) $ $ $ $ Noncontrolling interests’ share in earnings Net income (loss) attributable to HCP, Inc. Participating securities’ share in earnings Net income (loss) applicable to common shares $ $ $ $ Numerator - Dilutive Net income (loss) applicable to common shares $ $ $ $ Add: distributions on dilutive convertible units — — — Dilutive net income (loss) available to common shares $ $ $ $ Denominator Basic weighted average common shares Dilutive potential common shares - equity awards — Dilutive potential common shares - DownREIT units — — — Diluted weighted average common shares Earnings per common share Basic $ $ $ $ Diluted $ $ $ |
Supplemental Cash Flow Inform37
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Information | |
Supplemental cash flow information (in thousands) | The following table provides supplemental cash flow information (in thousands): Six Months Ended June 30, 2016 2015 Supplemental cash flow information: Interest paid, net of capitalized interest $ $ Income taxes paid Capitalized interest Supplemental schedule of non-cash investing activities: Accrued construction costs Non-cash acquisitions and dispositions settled with receivables and restricted cash held in connection with Section 1031 transactions Tenant funded tenant improvements owned by HCP Supplemental schedule of non-cash financing activities: Vesting of restricted stock units Conversion of non-managing member units into common stock Noncontrolling interest and other liabilities, net assumed in connection with the RIDEA III acquisition — Noncontrolling interest issued in connection with real estate acquisitions — Noncontrolling interest disposed in connection with real estate sales — Other liabilities assumed with real estate acquisitions Unrealized gains (losses) on available-for-sale securities and derivatives designated as cash flow hedges, net |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Variable Interest Entities | |
Schedule of Variable Interest Entities (in thousands) | Maximum Loss Carrying VIE Type Exposure (1) Asset/Liability Type Amount HCRMC (2) $ Net investment in DFLs and investments in unconsolidated joint ventures $ VIE tenants—DFLs (2) Net investment in DFLs VIE tenants—operating leases (2) Lease intangibles, net and straight-line rent receivables CCRC OpCo Investments in unconsolidated joint ventures Four Seasons Loans and marketable debt securities Vintage Park Development JV Investments in unconsolidated joint ventures CMBS and LLC investment Marketable debt and cost method investment (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default. |
Concentration of Credit Risk (T
Concentration of Credit Risk (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of consolidated financial information (in millions) | June 30, December 31, 2016 2015 Real estate and other property, net $ $ Cash and cash equivalents Goodwill, intangible and other assets, net Total assets $ $ Debt and financing obligations $ $ Accounts payable, accrued liabilities and other Redeemable preferred stock Total equity Total liabilities and equity $ $ Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues $ $ $ $ Operating, general and administrative expense Depreciation and amortization expense Interest expense Other income, net Loss on disposal of assets — — Impairment — — (Loss) income from continuing operations before income tax benefit (expense) Income tax benefit (expense) (Loss) income from continuing operations Loss from discontinued operations, net of taxes — Net (loss) income $ $ $ $ |
Tenants and Operators | |
Schedule of concentration of credit risk | Percentage of Percentage of Total Company Gross Assets Total Company Revenues June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, Operators 2016 2015 2016 2015 2016 2015 HCRMC % % % % % % Brookdale % % % % % % |
Tenants and Operators | Senior housing | |
Schedule of concentration of credit risk | Percentage of Percentage of Senior Housing Gross Assets Senior Housing Revenues June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, Operators 2016 2015 2016 2015 2016 2015 Brookdale % % % % % % HCRMC % % % % % % |
Tenants and Operators | Post-acute/skilled nursing | |
Schedule of concentration of credit risk | Percentage of Post-Acute/ Percentage of Post-Acute/ Skilled Nursing Gross Assets Skilled Nursing Revenues June 30, December 31, Three Months Ended June 30, Six Months Ended June 30, Operators 2016 2015 2016 2015 2016 2015 HCRMC % % % % % % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair value measurements of financial assets and liabilities (in thousands) | The following table illustrates the Company’s financial assets and liabilities measured at fair value on a recurring basis at June 30, 2016 in the consolidated balance sheets (in thousands): Financial Instrument Fair Value Level 1 Level 2 Level 3 Marketable equity securities $ $ $ — $ — Interest-rate swap liabilities — — Currency swap assets — — Warrants — — |
Summary of the carrying values and fair values of financial instruments (in thousands) | The following table summarizes the carrying values and fair values of the Company’s financial instruments (in thousands): June 30, 2016 December 31, 2015 Carrying Carrying Value Fair Value Value Fair Value Loans receivable, net (2) $ $ $ $ Marketable debt securities (2) Marketable equity securities (1) Warrants (3) Bank line of credit (2) Term loans (2) Senior unsecured notes (1) Mortgage debt (2) Other debt (2) Interest-rate swap assets (2) — — Interest-rate swap liabilities (2) Currency swap assets (2) (1) Level 1: Fair value calculated based on quoted prices in active markets. (2) Level 2: Fair value based on quoted prices for similar or identical instruments in active or inactive markets, respectively, or calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. (3) Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models. |
Derivative Financial Instrume41
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Financial Instruments | |
Schedule of derivative instruments (dollars and GBP in thousands) | The following table summarizes the Company’s outstanding interest-rate and foreign currency swap contracts as of June 30, 2016 (dollars and British pound sterling (“GBP”) in thousands): Fixed Hedge Rate/Buy Floating/Exchange Notional/ Date Entered Maturity Date Designation Amount Rate Index Sell Amount Fair Value (1) Interest rate: July 2005 (2) July 2020 Cash Flow % BMA Swap Index $ $ November 2008 (3) October 2016 Cash Flow % 1 Month LIBOR+1.50% $ $ January 2015 (4) October 2017 Cash Flow % 1 Month GBP LIBOR+0.975% £ $ Foreign currency: January 2015 (5) October 2017 Cash Flow $ Buy USD/Sell GBP £ $ (1) Derivative assets are recorded in other assets, net and derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets. (2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. (3) Represents an interest-rate swap contract, which hedges fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. (4) Hedges fluctuations in interest payments on variable-rate unsecured debt due to fluctuations in the underlying benchmark interest rate. (5) Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to the Company’s forecasted GBP denominated interest receipts on its HC-One Facility. Represents a currency swap to sell approximately £1.0 million monthly at a rate of 1.5149 through October 2017. |
Schedule of effect of change in interest and foreign currency rate (dollars in thousands) | The following table summarizes the results of the analysis performed (dollars in thousands): Effects of Change in Interest and Foreign Currency Rates +50 Basis -50 Basis +100 Basis -100 Basis Date Entered Maturity Date Points Points Points Points Interest rate: July 2005 July 2020 $ $ $ $ November 2008 October 2016 January 2015 October 2017 Foreign currency: January 2015 October 2017 |
Business (Details)
Business (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
May 31, 2016facilityproperty | Mar. 31, 2017property | Dec. 31, 2016property | |
Number of non-strategic assets involved in sales transaction | facility | 17 | ||
Forecast | |||
Number of non-strategic assets involved in sales transaction | 10 | 7 | |
QCP | |||
Number Of Properties Spin Off | 338 |
Real Estate Property Investme43
Real Estate Property Investments (Details) $ / shares in Units, $ in Thousands, £ in Millions | Jun. 30, 2015USD ($) | Mar. 29, 2015USD ($) | Jul. 31, 2016USD ($)building | May 31, 2016USD ($)propertyitem | Jun. 30, 2015USD ($)propertyitem | Apr. 30, 2015GBP (£) | Mar. 31, 2016USD ($) | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($)$ / shares | Dec. 31, 2015USD ($) |
Acquisition | ||||||||||||
Net termination fee revenue | $ 1,103 | |||||||||||
Real estate acquisitions | ||||||||||||
Consideration, Cash Paid | $ 94,271 | 734,946 | ||||||||||
Consideration, Liabilities assumed | $ 13,672 | $ 13,672 | $ 13,672 | 1,200 | 13,672 | |||||||
Consideration, Noncontrolling Interest | 3,885 | 3,885 | 3,885 | 3,885 | ||||||||
Assets Acquired, Real Estate | 668,045 | 668,045 | 668,045 | 88,471 | 668,045 | |||||||
Assets Acquired, Net Intangibles | 84,458 | 84,458 | 84,458 | 7,000 | 84,458 | |||||||
Funding for construction, tenant and other capital improvements | 222,547 | 139,437 | ||||||||||
HC-One Facility | ||||||||||||
Real estate acquisitions | ||||||||||||
Amount of facility converted into sale-leaseback transaction | £ 174 | £ 174 | 254,000 | |||||||||
Senior housing | ||||||||||||
Real estate acquisitions | ||||||||||||
Consideration, Cash Paid | 76,362 | 178,888 | ||||||||||
Consideration, Liabilities assumed | 821 | 821 | 821 | 1,200 | 821 | |||||||
Consideration, Noncontrolling Interest | 3,885 | 3,885 | 3,885 | 3,885 | ||||||||
Assets Acquired, Real Estate | 166,732 | 166,732 | 166,732 | 71,875 | 166,732 | |||||||
Assets Acquired, Net Intangibles | 16,862 | 16,862 | 16,862 | 5,687 | 16,862 | |||||||
Funding for construction, tenant and other capital improvements | 65,290 | 36,826 | ||||||||||
Post-acute/skilled nursing | ||||||||||||
Real estate acquisitions | ||||||||||||
Consideration, Cash Paid | 17,909 | 178,707 | ||||||||||
Assets Acquired, Real Estate | 151,663 | 151,663 | 151,663 | 16,596 | 151,663 | |||||||
Assets Acquired, Net Intangibles | 27,044 | 27,044 | 27,044 | 1,313 | 27,044 | |||||||
Funding for construction, tenant and other capital improvements | 4,518 | 2,492 | ||||||||||
Aggregate purchase price | $ 275,000 | $ 92,000 | $ 183,000 | |||||||||
Life science | ||||||||||||
Real estate acquisitions | ||||||||||||
Funding for construction, tenant and other capital improvements | 97,348 | 50,548 | ||||||||||
Life science | Subsequent event | ||||||||||||
Acquisition | ||||||||||||
Number of facilities acquired | building | 2 | |||||||||||
Real estate acquisitions | ||||||||||||
Aggregate purchase price | $ 49,000 | |||||||||||
Medical office | ||||||||||||
Real estate acquisitions | ||||||||||||
Consideration, Cash Paid | 377,351 | |||||||||||
Consideration, Liabilities assumed | 12,851 | 12,851 | 12,851 | 12,851 | ||||||||
Assets Acquired, Real Estate | 349,650 | 349,650 | 349,650 | 349,650 | ||||||||
Assets Acquired, Net Intangibles | 40,552 | 40,552 | 40,552 | 40,552 | ||||||||
Funding for construction, tenant and other capital improvements | $ 55,391 | 49,534 | ||||||||||
Hospital | ||||||||||||
Real estate acquisitions | ||||||||||||
Funding for construction, tenant and other capital improvements | 37 | |||||||||||
RIDEA III | ||||||||||||
Acquisition | ||||||||||||
Number of facilities acquired | property | 7 | |||||||||||
Number of Units Acquired | item | 526 | |||||||||||
Assets Acquired, Working Capital | 7,000 | 7,000 | 7,000 | 7,000 | ||||||||
Net termination fee revenue | 8,000 | |||||||||||
Stabilized occupancy rate (as a percent) | 80.00% | |||||||||||
Unaudited pro forma consolidated results of operations | ||||||||||||
Revenues | 651,095 | 1,305,449 | ||||||||||
Net (loss) income | 171,653 | (61,945) | ||||||||||
Net (loss) income applicable to HCP, Inc. | $ 168,400 | $ (68,700) | ||||||||||
Basic earnings per common share (in dollars per share) | $ / shares | $ 0.36 | $ (0.15) | ||||||||||
Diluted earnings per common share (in dollars per share) | $ / shares | $ 0.36 | $ (0.15) | ||||||||||
Real estate acquisitions | ||||||||||||
Consideration, Cash Paid | 770,000 | |||||||||||
Consideration, Liabilities assumed | 32,000 | $ 75,000 | 32,000 | $ 32,000 | $ 32,000 | |||||||
Consideration, Noncontrolling Interest | 29,000 | 29,000 | 29,000 | 29,000 | ||||||||
Assets Acquired, Real Estate | 776,000 | 776,000 | 776,000 | 776,000 | ||||||||
Assets Acquired, Net Intangibles | $ 48,000 | $ 48,000 | $ 48,000 | $ 48,000 | ||||||||
Aggregate purchase price | $ 186,000 | |||||||||||
Stated interest rate (as a percent) | 4.00% | |||||||||||
Parent ownership percentage (as a percent) | 100.00% | |||||||||||
RIDEA III | Brookdale | ||||||||||||
Acquisition | ||||||||||||
Number of individual leases | property | 2 | |||||||||||
Number of Units Acquired | item | 5,025 | |||||||||||
Noncontrolling interest (as a percent) | 10.00% | |||||||||||
Management Agreement Term | 7 years | |||||||||||
RIDEA III | Senior housing | Brookdale | ||||||||||||
Acquisition | ||||||||||||
Number of facilities acquired | property | 35 |
Dispositions of Real Estate (De
Dispositions of Real Estate (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
May 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($)facilitybuildingitem | Jun. 30, 2015USD ($)property | Dec. 31, 2018USD ($) | Jan. 31, 2016facility | Dec. 31, 2015USD ($) | |
Dispositions of Real Estate | ||||||||||
Real estate and related assets held for sale, net | $ 330,453 | $ 330,453 | $ 314,126 | |||||||
Gain (loss) on sales of real estate | 119,614 | $ 61 | 119,614 | $ 6,325 | ||||||
Impairment | $ 44,835 | $ 523,299 | ||||||||
Carrying value of aggregate investments | $ 12,321,266 | $ 12,321,266 | $ 12,198,704 | |||||||
Number of facilities, purchased option exercised on | facility | 8 | |||||||||
RIDEA II | ||||||||||
Dispositions of Real Estate | ||||||||||
Cash proceeds | $ 109,000 | |||||||||
Note receivable | $ 636,000 | |||||||||
Forecast | ||||||||||
Dispositions of Real Estate | ||||||||||
Consideration from sale of a purchase option | $ 311,000 | $ 269,000 | ||||||||
Senior housing | ||||||||||
Dispositions of Real Estate | ||||||||||
Number of properties disposed | 2 | 9 | ||||||||
Total consideration for disposition of real estate | $ 6,000 | $ 60,000 | ||||||||
Senior housing | Forecast | ||||||||||
Dispositions of Real Estate | ||||||||||
Total consideration for disposition of real estate | $ 22,000 | |||||||||
Post-acute/skilled nursing | ||||||||||
Dispositions of Real Estate | ||||||||||
Number of properties disposed | facility | 5 | |||||||||
Life science | ||||||||||
Dispositions of Real Estate | ||||||||||
Number of properties classified as held for sale | item | 4 | 4 | ||||||||
Total consideration for disposition of real estate | $ 74,000 | |||||||||
Skilled nursing and senior housing | ||||||||||
Dispositions of Real Estate | ||||||||||
Total consideration for disposition of real estate | $ 130,000 | |||||||||
Medical office | ||||||||||
Dispositions of Real Estate | ||||||||||
Number of properties disposed | building | 2 | |||||||||
Total consideration for disposition of real estate | $ 19,000 | |||||||||
HCP/CPA/Brookdale JV | ||||||||||
Dispositions of Real Estate | ||||||||||
Investment ownership percentage | 40.00% |
Net Investment in Direct Fina45
Net Investment in Direct Financing Leases (Details) | Apr. 01, 2016 | Apr. 01, 2015USD ($) | Mar. 29, 2015USD ($)property | Jun. 30, 2016USD ($)property | May 31, 2016facility | Dec. 31, 2015USD ($)property | Mar. 31, 2015USD ($) | Mar. 31, 2017facilityproperty | Jun. 30, 2016USD ($)property | Mar. 31, 2016USD ($)facility | Dec. 31, 2015USD ($)property | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($)property | Dec. 31, 2016facilityproperty | Jun. 30, 2016USD ($)property | Jun. 30, 2015USD ($) | Mar. 31, 2017facility | Dec. 31, 2015USD ($)facilityproperty | Dec. 31, 2011USD ($)property | Aug. 09, 2016property | Sep. 30, 2015USD ($) | Feb. 28, 2015USD ($) | Sep. 30, 2013item |
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Minimum lease payments receivable | $ 25,912,425,000 | $ 26,283,392,000 | $ 25,912,425,000 | $ 26,283,392,000 | $ 25,912,425,000 | $ 26,283,392,000 | |||||||||||||||||
Estimated residual values | 3,930,300,000 | 3,900,679,000 | 3,930,300,000 | 3,900,679,000 | 3,930,300,000 | 3,900,679,000 | |||||||||||||||||
Less unearned income | (23,169,141,000) | (23,462,022,000) | (23,169,141,000) | (23,462,022,000) | (23,169,141,000) | (23,462,022,000) | |||||||||||||||||
Net investment in direct financing leases before allowance | 6,673,584,000 | 6,722,049,000 | 6,673,584,000 | 6,722,049,000 | 6,673,584,000 | 6,722,049,000 | |||||||||||||||||
Allowance for DFL losses | (817,040,000) | (817,040,000) | (817,040,000) | (817,040,000) | (817,040,000) | (817,040,000) | |||||||||||||||||
Net investment in direct financing leases | $ 5,856,544,000 | $ 5,905,009,000 | $ 5,856,544,000 | $ 5,905,009,000 | $ 5,856,544,000 | $ 5,905,009,000 | |||||||||||||||||
Properties subject to direct financing leases | property | 340 | 348 | 340 | 348 | 340 | 348 | |||||||||||||||||
DFL income | $ 132,100,000 | $ 156,181,000 | $ 260,068,000 | $ 323,259,000 | |||||||||||||||||||
Number of non-strategic assets involved in sales transaction | facility | 17 | ||||||||||||||||||||||
Number of facility sales closed | property | 11 | 22 | 33 | ||||||||||||||||||||
Number of properties for which sales contracts entered | property | 10 | 10 | 10 | ||||||||||||||||||||
Sales price | $ 62,000,000 | $ 219,000,000 | |||||||||||||||||||||
Federal built-in gain tax from assets sold, state term | 10 years | ||||||||||||||||||||||
Percentage of DFL Portfolio | 100.00% | 100.00% | 100.00% | ||||||||||||||||||||
Forecast | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Number of non-strategic assets involved in sales transaction | property | 10 | 7 | |||||||||||||||||||||
Number of facility sales closed | facility | 10 | 7 | 17 | ||||||||||||||||||||
Maximum | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Federal and state built-in gain tax from assets sold | $ 2,000,000,000 | ||||||||||||||||||||||
HCRMC | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 5,200,000,000 | $ 6,100,000,000 | $ 5,200,000,000 | $ 6,100,000,000 | 5,200,000,000 | $ 6,000,000,000 | $ 6,600,000,000 | ||||||||||||||||
Number of Facilities Acquired | property | 334 | ||||||||||||||||||||||
Number of non-strategic assets involved in sales transaction | property | 50 | ||||||||||||||||||||||
Annual rent reduction on sold properties, as a percent of the sales proceeds | 7.75% | ||||||||||||||||||||||
Reduction in initial net annual rent due to lease amendment | $ 68,000,000 | ||||||||||||||||||||||
Annual rent under Master Agreement | $ 473,000,000 | $ 541,000,000 | |||||||||||||||||||||
Minimum rent escalation during the initial term (as a percent) | 3.00% | ||||||||||||||||||||||
Increase in Rent, first two years (as a percent) | 3.50% | ||||||||||||||||||||||
Increase in Rent, afterwards (as a percent) | 3.00% | ||||||||||||||||||||||
Period of extension of initial term of lease | 5 years | ||||||||||||||||||||||
Average lease term | 16 years | ||||||||||||||||||||||
Deferred lease obligation | $ 525,000,000 | $ 525,000,000 | $ 525,000,000 | ||||||||||||||||||||
Expected Annual Rent | 19,000,000 | ||||||||||||||||||||||
Impairment charges related to investments in DFLs | $ 478,000,000 | 817,000,000 | |||||||||||||||||||||
Federal and state built-in gain tax from assets sold, term | 10 years | ||||||||||||||||||||||
Intention to hold the assets, term | 10 years | ||||||||||||||||||||||
Federal built-in gain tax from assets sold, federal term | 5 years | ||||||||||||||||||||||
State built-in gain from assets sold | 49,000,000 | ||||||||||||||||||||||
Direct Financing Lease Tranche A [Member] | HCRMC | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Deferred lease obligation | 275,000,000 | 275,000,000 | $ 275,000,000 | ||||||||||||||||||||
Direct Financing Lease Rental Factor, first period (as a percent) | 6.90% | ||||||||||||||||||||||
Expected Annual Rent | $ 19,000,000 | ||||||||||||||||||||||
Direct Financing Lease Tranche B [Member] | HCRMC | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Deferred lease obligation | 250,000,000 | 250,000,000 | $ 250,000,000 | ||||||||||||||||||||
Direct Financing Lease Rental Factor, first period (as a percent) | 3.00% | ||||||||||||||||||||||
Direct Financing Lease Rental Factor, second period (as a percent) | 4.00% | ||||||||||||||||||||||
Direct Financing Lease Rental Factor, third period (as a percent) | 5.00% | ||||||||||||||||||||||
Direct Financing Lease Rental Factor, fourth period (as a percent) | 6.00% | ||||||||||||||||||||||
Direct Financing Leases | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
DFL income | 4,000,000 | 5,000,000 | $ 8,000,000 | 9,000,000 | |||||||||||||||||||
Cash payments received | 5,000,000 | 6,000,000 | 10,000,000 | 11,000,000 | |||||||||||||||||||
Performing Loans | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | 386,169,000 | 386,169,000 | 386,169,000 | ||||||||||||||||||||
Watch List Loans | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | 5,470,375,000 | 5,470,375,000 | 5,470,375,000 | ||||||||||||||||||||
Senior housing | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 1,793,743,000 | $ 1,793,743,000 | $ 1,793,743,000 | ||||||||||||||||||||
Percentage of DFL Portfolio | 31.00% | 31.00% | 31.00% | ||||||||||||||||||||
Senior housing | Direct Financing Leases | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 363,000,000 | $ 366,000,000 | $ 363,000,000 | 366,000,000 | $ 363,000,000 | $ 366,000,000 | |||||||||||||||||
Properties subject to direct financing leases | item | 14 | ||||||||||||||||||||||
Senior housing | Performing Loans | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | 262,278,000 | 262,278,000 | 262,278,000 | ||||||||||||||||||||
Senior housing | Watch List Loans | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | 1,531,465,000 | 1,531,465,000 | 1,531,465,000 | ||||||||||||||||||||
Post-acute/skilled nursing | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 3,938,910,000 | $ 3,938,910,000 | $ 3,938,910,000 | ||||||||||||||||||||
Number of Facilities | 9 | 2 | 7 | ||||||||||||||||||||
Acquisition of facility | $ 275,000,000 | $ 92,000,000 | $ 183,000,000 | ||||||||||||||||||||
Percentage of DFL Portfolio | 67.00% | 67.00% | 67.00% | ||||||||||||||||||||
Post-acute/skilled nursing | Watch List Loans | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 3,938,910,000 | $ 3,938,910,000 | $ 3,938,910,000 | ||||||||||||||||||||
Hospital | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 123,891,000 | $ 123,891,000 | $ 123,891,000 | ||||||||||||||||||||
Percentage of DFL Portfolio | 2.00% | 2.00% | 2.00% | ||||||||||||||||||||
Hospital | Performing Loans | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 123,891,000 | $ 123,891,000 | $ 123,891,000 | ||||||||||||||||||||
HCRMC | |||||||||||||||||||||||
Net Investment in Direct Financing Leases | |||||||||||||||||||||||
Net investment in direct financing leases | $ 5,100,000,000 | 5,200,000,000 | 5,100,000,000 | 5,200,000,000 | 5,100,000,000 | 5,200,000,000 | |||||||||||||||||
Carrying value, equity method investments | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||
DFL accretion | 22,000,000 | 0 | 43,000,000 | ||||||||||||||||||||
DFL income | 116,000,000 | 140,000,000 | 229,000,000 | 292,000,000 | |||||||||||||||||||
Cash payments received | $ 116,000,000 | $ 118,000,000 | $ 229,000,000 | $ 249,000,000 | |||||||||||||||||||
Federal built-in gain tax from assets sold, federal term | 10 years |
Loans Receivable (Details)
Loans Receivable (Details) $ in Thousands, £ in Millions | 6 Months Ended | ||||
Jun. 30, 2016GBP (£) | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | |
Loans Receivable: | |||||
Mezzanine | $ 633,576 | $ 660,138 | |||
Mezzanine | £ 280 | 376,000 | £ 273 | 403,000 | |
Loans receivable, other | 78,889 | 114,322 | |||
Unamortized premiums (discounts), fees and costs | (4,369) | (5,717) | |||
Unamortized premiums (discounts), fees and costs | 3 | 4,000 | £ 4 | 5,000 | |
Loans receivable, net | $ 708,096 | 768,743 | |||
Remaining commitments to fund development projects | £ 40 | $ 53,000 | |||
Percentage of Loan Portfolio | 100.00% | 100.00% | |||
Performing Loans | |||||
Loans Receivable: | |||||
Loans receivable, net | $ 708,096 | ||||
Real Estate Secured | |||||
Loans Receivable: | |||||
Loans receivable, other | 78,889 | 114,322 | |||
Unamortized premiums (discounts), fees and costs | 665 | 961 | |||
Loans receivable, net | $ 79,554 | 115,283 | |||
Remaining commitments to fund development projects | $ 1,000 | ||||
Percentage of Loan Portfolio | 11.00% | 11.00% | |||
Real Estate Secured | Performing Loans | |||||
Loans Receivable: | |||||
Loans receivable, net | $ 79,554 | ||||
Other Secured | |||||
Loans Receivable: | |||||
Mezzanine | 633,576 | 660,138 | |||
Unamortized premiums (discounts), fees and costs | (5,034) | (6,678) | |||
Loans receivable, net | $ 628,542 | $ 653,460 | |||
Percentage of Loan Portfolio | 89.00% | 89.00% | |||
Other Secured | Performing Loans | |||||
Loans Receivable: | |||||
Loans receivable, net | $ 628,542 |
Loans Receivable - Other Secure
Loans Receivable - Other Secured Loans (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Sep. 30, 2015GBP (£)property | Apr. 30, 2015GBP (£)property | Feb. 28, 2015GBP (£) | Feb. 28, 2015USD ($) | Nov. 30, 2014GBP (£)propertyitem | Nov. 30, 2014USD ($)propertyitem | Mar. 31, 2016property | Jun. 30, 2016USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | May 31, 2015USD ($) | Feb. 28, 2015USD ($) | Jun. 30, 2013USD ($) | Jul. 31, 2012USD ($) | Jun. 30, 2012GBP (£) | |
Loans Receivable: | ||||||||||||||||||||
Senior secured term loan | $ 688,910 | $ 932,212 | ||||||||||||||||||
Loans receivable, other | 78,889 | 114,322 | ||||||||||||||||||
Amount draw on the revolving line of credit facility | 642,898 | $ 186,557 | ||||||||||||||||||
Loan amount outstanding | 869,078 | $ 397,432 | ||||||||||||||||||
NHP[Member] | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Number of facilities | property | 273 | 273 | ||||||||||||||||||
Number of beds acquired | item | 12,500 | 12,500 | ||||||||||||||||||
Four Seasons Health Care | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Senior secured term loan | £ | £ 40,000,000 | £ 40,000,000 | ||||||||||||||||||
HC-One Facility | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Number of facilities | property | 36 | |||||||||||||||||||
Loan facility maximum | £ 502,000,000 | £ 395,000,000 | $ 795,000 | |||||||||||||||||
Amount draw on the revolving line of credit facility | £ 363,000,000 | $ 574,000 | ||||||||||||||||||
Term of facility | 5 years | 5 years | ||||||||||||||||||
Increase in loan facility | £ 11,000,000 | £ 108,000,000 | $ 164,000 | |||||||||||||||||
Amount of facility converted into sale-leaseback transaction | £ 174,000,000 | £ 174,000,000 | $ 254,000 | |||||||||||||||||
Paydowns received | £ | £ 34,000,000 | |||||||||||||||||||
Non-call period shortened | 17 months | |||||||||||||||||||
Number of properties spinoff into a separate joint venture | property | 36 | 36 | ||||||||||||||||||
Term to retain security over the spinoff properties | 2 years | |||||||||||||||||||
Cash payments received from borrower | £ 34,000,000 | $ 52,000 | ||||||||||||||||||
Loan amount outstanding | 372,000 | |||||||||||||||||||
Tandem Health Care Loan | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Loan facility maximum | $ 205,000 | |||||||||||||||||||
Loans receivable, other | $ 256,000 | |||||||||||||||||||
Loan receivable, interest rate payable (as a percent) | 11.50% | |||||||||||||||||||
Loan receivable subordinated to senior mortgage debt | $ 379,000 | |||||||||||||||||||
Tandem Health Care Loan - First Tranche | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Loans receivable, other | $ 100,000 | |||||||||||||||||||
Loan receivable, interest rate payable (as a percent) | 12.00% | |||||||||||||||||||
Tandem Health Care Loan - Second Tranche | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Loans receivable, other | $ 102,000 | |||||||||||||||||||
Loan receivable, interest rate payable (as a percent) | 14.00% | |||||||||||||||||||
Tandem Health Care Loan Third Tranche [Member] | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Loans receivable, other | $ 50,000 | |||||||||||||||||||
Loan receivable, interest rate payable (as a percent) | 6.00% | |||||||||||||||||||
Tandem Health Care Loan Fourth Tranche [Member] | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Loans receivable, other | $ 5,000 | |||||||||||||||||||
Loan receivable, interest rate payable (as a percent) | 6.00% | |||||||||||||||||||
Four Seasons | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Payment to purchase senior secured term loan | £ 28,000,000 | $ 42,000 | ||||||||||||||||||
Marketable debt security, par value | £ | £ 138,500,000 | |||||||||||||||||||
Four Seasons | LIBOR | ||||||||||||||||||||
Loans Receivable: | ||||||||||||||||||||
Loan, basis spread on variable rate | 6.00% | 6.00% |
Investments in and Advances t48
Investments in and Advances to Unconsolidated Joint Ventures - Equity Method Investments (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016USD ($)item | Mar. 30, 2015 | |
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 605,244 | $ 604,941 | |||
CCRC JV | Senior housing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Number of unconsolidated joint ventures | item | 2 | ||||
CCRC JV | Senior housing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 459,659 | ||||
Investment ownership percentage | 49.00% | ||||
HCRMC | |||||
Company owned interests in entities, accounted under equity method: | |||||
Other than temporary impairment charge | $ 19,000 | $ 27,000 | $ 36,000 | ||
HCRMC | Post-acute/skilled nursing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investment ownership percentage | 9.00% | ||||
MBK JV and MBK Development JV | Senior housing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Number of unconsolidated joint ventures | item | 2 | ||||
MBK JV | Senior housing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 42,756 | ||||
Investment ownership percentage | 50.00% | 50.00% | |||
MBK Development JV | Senior housing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 2,454 | ||||
Investment ownership percentage | 50.00% | ||||
HCP Ventures III, LLC | Medical office | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 9,370 | ||||
Investment ownership percentage | 30.00% | ||||
HCP Ventures IV | Hospital and medical office segments | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 7,121 | ||||
Investment ownership percentage | 20.00% | ||||
HCP Life Science | Life science | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 68,438 | ||||
HCP Life Science | Life science | Minimum | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investment ownership percentage | 50.00% | ||||
HCP Life Science | Life science | Maximum | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investment ownership percentage | 63.00% | ||||
Torrey Pines Science Center, LP | Life science | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investment ownership percentage | 50.00% | ||||
Britannia Biotech Gateway, LP | Life science | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investment ownership percentage | 55.00% | ||||
LASDK, LP | Life science | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investment ownership percentage | 63.00% | ||||
Vintage Park Development JV | Senior housing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 8,593 | ||||
Investment ownership percentage | 85.00% | ||||
Suburban Properties, LLC | Medical office | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 4,693 | ||||
Investment ownership percentage | 67.00% | ||||
K&Y | Post-acute/skilled nursing | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 1,294 | ||||
Investment ownership percentage | 80.00% | ||||
Advances to unconsolidated joint ventures, net | |||||
Company owned interests in entities, accounted under equity method: | |||||
Investments in and advances to unconsolidated joint ventures | $ 563 |
Investments in and Advances t49
Investments in and Advances to Unconsolidated Joint Ventures - Combined Financial Information for the unconsolidated joint ventures(Details) $ in Thousands | Sep. 25, 2015USD ($)item | Mar. 30, 2015USD ($)property | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($)property | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($)property |
Summarized combined financial information for equity method investments: | |||||||||
Real estate, net | $ 4,470,249 | $ 4,466,964 | $ 4,466,964 | ||||||
Goodwill and other assets, net | 4,935,343 | 4,936,866 | 4,936,866 | ||||||
Assets held for sale | 94,866 | 67,693 | 67,693 | ||||||
Total assets | 9,500,458 | 9,471,523 | 9,471,523 | ||||||
Capital lease obligations and mortgage debt | 6,575,531 | 6,536,106 | 6,536,106 | ||||||
Accounts payable | 1,111,350 | 1,161,178 | 1,161,178 | ||||||
Liabilities and mortgage debt held for sale | 6,318 | 2,373 | 2,373 | ||||||
Other partners' capital | 1,163,501 | 1,123,514 | 1,123,514 | ||||||
HCP's capital | 643,758 | 648,352 | 648,352 | ||||||
Total liabilities and partners' capital | 9,500,458 | 9,471,523 | 9,471,523 | ||||||
Combined basis difference | 43,000 | 43,000 | |||||||
Total revenues | 1,063,744 | $ 1,122,568 | 2,153,655 | $ 2,269,062 | |||||
Income (loss) from discontinued operations | 575 | (11,252) | 2,572 | (13,902) | |||||
Net (loss) income | (25,952) | (21,528) | (37,966) | (11,730) | |||||
HCP's share of earnings | (1,067) | 12,001 | (1,975) | 25,602 | |||||
Fees earned by HCP | 81 | 458 | 172 | 918 | |||||
Distributions received by HCP | $ 2,698 | 2,306 | $ 9,623 | 4,487 | |||||
MBK Development JV | |||||||||
Subsequent Events | |||||||||
Payment to acquire land | $ 3,000 | ||||||||
Number of units to be built | item | 74 | ||||||||
HCRMC | |||||||||
Subsequent Events | |||||||||
Other than temporary impairment charge | $ 19,000 | $ 27,000 | $ 36,000 | ||||||
HCRMC | Post-acute/skilled nursing | |||||||||
Summarized combined financial information for equity method investments: | |||||||||
Recharacterized DFL income to equity income | $ 15,000 | $ 30,000 | |||||||
Subsequent Events | |||||||||
Investment ownership percentage | 9.00% | 9.00% | |||||||
MBK JV | |||||||||
Subsequent Events | |||||||||
Debt related to retirement communities or properties contributed | $ 78,000 | ||||||||
MBK JV | Senior housing | |||||||||
Subsequent Events | |||||||||
Investment ownership percentage | 50.00% | 50.00% | 50.00% | ||||||
Cash contributed | $ 27,000 | ||||||||
Number of retirement communities | property | 3 | 3 | |||||||
MBK JV | Senior housing | MBK | |||||||||
Subsequent Events | |||||||||
Number of retirement communities contributed to joint venture | property | 3 | ||||||||
Fair value of retirement communities or properties contributed | $ 126,000 |
Intangibles (Details)
Intangibles (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Intangibles | ||
Gross intangible lease assets | $ 970 | $ 984 |
Intangible assets, accumulated depreciation and amortization | 419 | 380 |
Gross intangible lease liabilities | 155 | 156 |
Intangible liabilities, accumulated depreciation and amortization | $ 106 | $ 100 |
Other Assets (Details)
Other Assets (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2016GBP (£) | Jun. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2012GBP (£) | Jun. 30, 2012USD ($) | Jun. 30, 2016GBP (£) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015GBP (£) | Sep. 30, 2015USD ($) | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | |
Other assets | |||||||||||||||
Straight-line rent receivables, net of allowance of $33,121 and $33,648, respectively | $ 379,002 | $ 370,296 | |||||||||||||
Allowance on straight-line rent receivables | 31,121 | 33,648 | |||||||||||||
Marketable debt securities, net | 84,128 | 102,958 | |||||||||||||
Leasing costs and inducements, net | 156,303 | 158,708 | |||||||||||||
Goodwill | 50,346 | 50,346 | |||||||||||||
Other | 121,652 | 119,965 | |||||||||||||
Total other assets | 791,431 | 802,273 | |||||||||||||
Loans receivables | 708,096 | 768,743 | |||||||||||||
Four Seasons Health Care | |||||||||||||||
Other assets | |||||||||||||||
Other-than-temporary impairment on securities | $ 70,000 | $ 42,000 | |||||||||||||
Debt Instrument, Face Amount | £ | £ 175,000,000 | ||||||||||||||
Four Seasons | |||||||||||||||
Other assets | |||||||||||||||
Marketable debt securities, net | £ 50,000,000 | £ 50,000,000 | £ 58,000,000 | $ 66,000 | $ 85,000 | £ 66,000,000 | $ 100,000 | £ 111,000,000 | $ 174,000 | ||||||
Marketable debt security, par value | £ | 138,500,000 | ||||||||||||||
Purchase of debt securities | £ 136,800,000 | $ 215,000 | |||||||||||||
Portion of debt held, as a percent. | 79.00% | 79.00% | |||||||||||||
Interest payment received | £ 8,000,000 | $ 13,000 | £ 8,000,000 | $ 13,000 | |||||||||||
Annual interest rate (as a percent) | 12.25% |
Debt (Details)
Debt (Details) $ in Thousands, £ in Millions | Feb. 01, 2016USD ($) | Dec. 01, 2015USD ($) | Jun. 08, 2015USD ($) | May 20, 2015USD ($) | Mar. 01, 2015USD ($) | Jan. 21, 2015USD ($) | Jul. 30, 2012GBP (£) | Jul. 31, 2016 | Jun. 30, 2016USD ($) | Jun. 30, 2016GBP (£)item | Jun. 30, 2016USD ($)item | Dec. 31, 2015USD ($) | Jul. 30, 2012USD ($) |
Debt Instrument | |||||||||||||
Bank line of credit | $ 869,078 | $ 397,432 | |||||||||||
Senior unsecured notes | 8,626,559 | 9,120,107 | |||||||||||
Total debt before discount, net | 10,736,164 | ||||||||||||
(Discounts), premiums and debt costs, net | (73,727) | ||||||||||||
Debt instruments, carrying amount | 10,662,437 | ||||||||||||
Other debt | 93,012 | $ 94,445 | |||||||||||
Debt maturing in 2016 | |||||||||||||
Debt Instrument | |||||||||||||
2016 (six months) | 434,240 | ||||||||||||
Debt maturing in 2017 | |||||||||||||
Debt Instrument | |||||||||||||
2,017 | 1,515,759 | ||||||||||||
Debt maturing in 2018 | |||||||||||||
Debt Instrument | |||||||||||||
2,018 | 1,475,661 | ||||||||||||
Debt maturing in 2019 | |||||||||||||
Debt Instrument | |||||||||||||
2,019 | 747,334 | ||||||||||||
Debt maturing in 2020 | |||||||||||||
Debt Instrument | |||||||||||||
2,020 | 802,078 | ||||||||||||
Thereafter | |||||||||||||
Debt Instrument | |||||||||||||
Thereafter | $ 5,761,092 | ||||||||||||
Line of Credit and Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument, covenant debt to assets (as a percent) | 60.00% | 60.00% | |||||||||||
Debt instrument, covenant secured debt to assets (as a percent) | 30.00% | 30.00% | |||||||||||
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent) | 60.00% | 60.00% | |||||||||||
Debt instrument, covenant minimum fixed charge coverage ratio | 1.5 | 1.5 | |||||||||||
Bank Line of Credit | |||||||||||||
Debt Instrument | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | ||||||||||||
Debt instrument, variable rate basis | LIBOR | ||||||||||||
Length of debt instrument extension period | 1 year | ||||||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.05% | ||||||||||||
Debt instrument, facility fee (as a percent) | 0.20% | ||||||||||||
Line of credit facility additional aggregate amount, maximum | $ 500,000 | ||||||||||||
Bank line of credit | $ 869,000 | ||||||||||||
Weighted-average interest rate (as a percent) | 1.85% | 1.85% | |||||||||||
Debt instrument, covenant net worth | $ 9,500,000 | ||||||||||||
Line of credit, portion denominated in GBP | £ 275 | 369,000 | |||||||||||
Total debt before discount, net | 869,078 | ||||||||||||
Debt instruments, carrying amount | 869,078 | ||||||||||||
Bank Line of Credit | Debt maturing in 2018 | |||||||||||||
Debt Instrument | |||||||||||||
2,018 | 869,078 | ||||||||||||
Term loans | |||||||||||||
Debt Instrument | |||||||||||||
Term loans, portion denominated in GBP | £ | 357 | ||||||||||||
Total debt before discount, net | 479,130 | ||||||||||||
(Discounts), premiums and debt costs, net | (1,240) | ||||||||||||
Debt instruments, carrying amount | 477,890 | ||||||||||||
Term loans | Debt maturing in 2017 | |||||||||||||
Debt Instrument | |||||||||||||
2,017 | 183,868 | ||||||||||||
Term loans | Debt maturing in 2019 | |||||||||||||
Debt Instrument | |||||||||||||
2,019 | 295,262 | ||||||||||||
2012 Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Extension option exercised | 1 year | ||||||||||||
Debt Instrument, Face Amount | £ 137 | $ 184,000 | |||||||||||
Maturity period of debt instruments | 4 years | ||||||||||||
2012 Term Loan | GBP LIBOR | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.40% | ||||||||||||
Unsecured term loan, GBP LIBOR plus 0.975% | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Face Amount | £ 220 | $ 295,000 | |||||||||||
Maturity period of debt instruments | 4 years | ||||||||||||
Unsecured term loan, GBP LIBOR plus 0.975% | GBP LIBOR | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.15% | ||||||||||||
Senior Unsecured Notes | |||||||||||||
Debt Instrument | |||||||||||||
Weighted-average interest rate (as a percent) | 4.72% | 4.72% | |||||||||||
Senior unsecured notes | $ 8,700,000 | ||||||||||||
Total debt before discount, net | 8,700,000 | ||||||||||||
(Discounts), premiums and debt costs, net | (73,441) | ||||||||||||
Debt instruments, carrying amount | $ 8,626,559 | ||||||||||||
Weighted-average maturity | 6 years | ||||||||||||
Senior Unsecured Notes | Minimum | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 2.79% | 2.79% | |||||||||||
Senior Unsecured Notes | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 6.88% | 6.88% | |||||||||||
Senior Unsecured Notes | Debt maturing in 2016 | |||||||||||||
Debt Instrument | |||||||||||||
2016 (six months) | $ 400,000 | ||||||||||||
Senior Unsecured Notes | Debt maturing in 2017 | |||||||||||||
Debt Instrument | |||||||||||||
2,017 | 750,000 | ||||||||||||
Senior Unsecured Notes | Debt maturing in 2018 | |||||||||||||
Debt Instrument | |||||||||||||
2,018 | 600,000 | ||||||||||||
Senior Unsecured Notes | Debt maturing in 2019 | |||||||||||||
Debt Instrument | |||||||||||||
2,019 | 450,000 | ||||||||||||
Senior Unsecured Notes | Debt maturing in 2020 | |||||||||||||
Debt Instrument | |||||||||||||
2,020 | 800,000 | ||||||||||||
Senior Unsecured Notes | Thereafter | |||||||||||||
Debt Instrument | |||||||||||||
Thereafter | $ 5,700,000 | ||||||||||||
Senior Unsecured, 3.40% notes due 2025 | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Face Amount | $ 600,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 3.40% | ||||||||||||
Net proceeds from issuance of senior unsecured notes | $ 591,000 | ||||||||||||
Senior Unsecured 4.0% notes due 2025 | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Face Amount | $ 750,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 4.00% | ||||||||||||
Net proceeds from issuance of senior unsecured notes | $ 739,000 | ||||||||||||
Senior Unsecured, 4.0% notes due 2022 | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Face Amount | $ 600,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 4.00% | ||||||||||||
Net proceeds from issuance of senior unsecured notes | $ 594,000 | ||||||||||||
Senior Unsecured Debt 3.75 Percent Incepted February 1 2016 [Member] | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 3.75% | ||||||||||||
Repayment of senior unsecured notes | $ 500,000 | ||||||||||||
Senior Unsecured Debt 6.0 Percent Incepted March 1, 2015 | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 6.00% | ||||||||||||
Repayment of senior unsecured notes | $ 200,000 | ||||||||||||
Senior Unsecured Debt 7.07 Percent Incepted June 8, 2015 [Member] | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 7.072% | ||||||||||||
Repayment of senior unsecured notes | $ 200,000 | ||||||||||||
Mortgage Debt | |||||||||||||
Debt Instrument | |||||||||||||
Weighted-average interest rate (as a percent) | 6.06% | 6.06% | |||||||||||
Number of healthcare facilities used to secure debt | item | 40 | 40 | |||||||||||
Debt instrument, collateral, healthcare facilities carrying value | $ 944,000,000 | ||||||||||||
Total debt before discount, net | 687,956 | ||||||||||||
(Discounts), premiums and debt costs, net | 954 | ||||||||||||
Debt instruments, carrying amount | $ 688,910 | ||||||||||||
Weighted-average maturity | 3 years | ||||||||||||
Mortgage Debt | Minimum | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 3.08% | 3.08% | |||||||||||
Mortgage Debt | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 8.23% | 8.23% | |||||||||||
Mortgage Debt | Debt maturing in 2016 | |||||||||||||
Debt Instrument | |||||||||||||
2016 (six months) | $ 34,240 | ||||||||||||
Mortgage Debt | Debt maturing in 2017 | |||||||||||||
Debt Instrument | |||||||||||||
2,017 | 581,891 | ||||||||||||
Mortgage Debt | Debt maturing in 2018 | |||||||||||||
Debt Instrument | |||||||||||||
2,018 | 6,583 | ||||||||||||
Mortgage Debt | Debt maturing in 2019 | |||||||||||||
Debt Instrument | |||||||||||||
2,019 | 2,072 | ||||||||||||
Mortgage Debt | Debt maturing in 2020 | |||||||||||||
Debt Instrument | |||||||||||||
2,020 | 2,078 | ||||||||||||
Mortgage Debt | Thereafter | |||||||||||||
Debt Instrument | |||||||||||||
Thereafter | 61,092 | ||||||||||||
Non-interest Bearing Life Care Bonds | |||||||||||||
Debt Instrument | |||||||||||||
Other debt | $ 65,000 | ||||||||||||
Number of CCRC issuing non-interest life care bonds | item | 2 | 2 | |||||||||||
Number of facilities with non-interest bearing occupancy fee deposits | item | 3 | 3 | |||||||||||
Demand Note | |||||||||||||
Debt Instrument | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage (as a percent) | 4.50% | 4.50% | |||||||||||
Other debt | $ 28,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 7 Months Ended |
Jul. 05, 2016claim | Jun. 30, 2016USD ($) | Aug. 08, 2016USD ($) | |
Number of derivative actions filed | claim | 2 | ||
HCRMC | |||
Capital additions funded | $ 0 | ||
Capital Additions | HCRMC | |||
Commitment for capital additions, maximum aggregate amount | $ 100,000,000 | ||
Commitment for capital additions, maximum annual amount | $ 50,000,000 | ||
Maximum rate applied to the minimum rent | 7.75% | ||
Capital Additions | 10-year Treasury Rate | HCRMC | |||
Basis spread on variable rate applied to the minimum rent | 5.00% |
Equity (Details)
Equity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 28, 2016$ / shares | Apr. 27, 2016$ / shares | Jan. 28, 2016$ / shares | Jun. 30, 2016USD ($)item$ / shares | Jun. 30, 2015$ / shares | Jun. 30, 2016USD ($)item$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Equity | ||||||||
Dividends declared per common share (in dollars per share) | $ / shares | $ 0.575 | $ 0.575 | $ 0.575 | $ 0.575 | $ 0.565 | $ 1.15 | $ 1.13 | |
Company's common stock issuances | ||||||||
Repurchase of common stock | $ 3,874 | $ 7,690 | ||||||
Accumulated Other Comprehensive Loss | ||||||||
Cumulative foreign currency translation adjustment | $ (20,577) | (20,577) | $ (19,485) | |||||
Unrealized losses on cash flow hedges, net | (6,894) | (6,894) | (7,582) | |||||
Supplemental Executive Retirement Plan minimum liability | (3,270) | (3,270) | (3,411) | |||||
Unrealized gains on available for sale securities | 3 | 3 | 8 | |||||
Total accumulated other comprehensive loss | (30,738) | (30,738) | (30,470) | |||||
Noncontrolling interests | ||||||||
DownREIT unit, carrying value | $ 180,587 | $ 180,587 | $ 185,608 | |||||
Common Stock | ||||||||
Company's common stock issuances | ||||||||
Dividend Reinvestment and Stock Purchase Plan (in shares) | shares | 1,427 | 1,645 | ||||||
Conversion of DownREIT units (in shares) | shares | 120 | 70 | ||||||
Exercise of stock options (in shares) | shares | 111 | 817 | ||||||
Vesting of restricted stock units (in shares) | shares | 288 | 379 | ||||||
Repurchase of common stock | $ 109 | $ 171 | ||||||
Noncontrolling Interests | ||||||||
Noncontrolling interests | ||||||||
Non-managing members DownREIT units outstanding | item | 4,000,000 | 4,000,000 | ||||||
Number of DownREIT LLCs | item | 5 | 5 | ||||||
DownREIT unit, carrying value | $ 181,000 | $ 181,000 | ||||||
DownREIT unit, fair value | $ 207,000 | $ 207,000 |
Segment Disclosures - Summary I
Segment Disclosures - Summary Information for the Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment reporting information, revenues | ||||
Rental Revenues | $ 465,106 | $ 464,291 | $ 922,005 | $ 936,347 |
Resident fees and services | 164,202 | 106,838 | 329,965 | 211,851 |
Operating expenses | (180,125) | (136,342) | (357,080) | (268,373) |
NOI | 449,183 | 434,787 | 894,890 | 879,825 |
Non-cash adjustments to NOI | (3,397) | (21,528) | (10,799) | (50,713) |
Adjusted (cash) NOI | 445,786 | 413,259 | 884,091 | 829,112 |
Adjusted (cash) NOI from unconsolidated joint ventures | 17,570 | 16,418 | 34,614 | 31,962 |
Interest Income | 32,787 | 35,945 | 50,816 | 69,207 |
Portfolio Income | 496,143 | 465,622 | 969,521 | 930,281 |
Addback non-cash adjustments | 3,397 | 21,528 | 10,799 | 50,713 |
Investment management fee income | 81 | 458 | 172 | 918 |
Interest expense | (121,333) | (118,632) | (243,395) | (235,412) |
Depreciation and amortization | (141,386) | (120,403) | (282,708) | (234,925) |
General and administrative expenses | (22,793) | (28,845) | (48,292) | (53,618) |
Acquisition and pursuit costs | (14,527) | (18,407) | (17,002) | (21,797) |
Impairments | (44,835) | (523,299) | ||
Gain (loss) on sales of real estate | 119,614 | 61 | 119,614 | 6,325 |
Other income, net | 2,280 | 11,055 | 3,502 | 12,779 |
Income tax benefit (expense) | 2,003 | 4,563 | (51,035) | 4,640 |
Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI | (18,637) | (4,417) | (36,589) | (6,360) |
Net income (loss) | 304,842 | 167,748 | 424,587 | (69,755) |
Corporate Non-segment | ||||
Segment reporting information, revenues | ||||
Interest expense | (104,715) | (100,724) | (210,125) | (199,910) |
General and administrative expenses | (22,793) | (28,845) | (48,292) | (53,618) |
Acquisition and pursuit costs | (14,527) | (18,407) | (17,002) | (21,797) |
Other income, net | 2,280 | 11,055 | 3,502 | 12,779 |
Income tax benefit (expense) | 2,003 | 4,563 | (51,035) | 4,640 |
Net income (loss) | (137,752) | (132,358) | (322,952) | (257,906) |
Senior housing | Operating segment | ||||
Segment reporting information, revenues | ||||
Rental Revenues | 131,495 | 123,910 | 260,392 | 251,292 |
Resident fees and services | 164,202 | 106,838 | 329,965 | 211,851 |
Operating expenses | (117,121) | (76,514) | (233,257) | (152,024) |
NOI | 178,576 | 154,234 | 357,100 | 311,119 |
Non-cash adjustments to NOI | (2,502) | 1,238 | (8,458) | (5,175) |
Adjusted (cash) NOI | 176,074 | 155,472 | 348,642 | 305,944 |
Adjusted (cash) NOI from unconsolidated joint ventures | 15,310 | 14,814 | 30,208 | 28,826 |
Interest Income | 16,474 | 12,237 | 18,359 | 19,631 |
Portfolio Income | 207,858 | 182,523 | 397,209 | 354,401 |
Addback non-cash adjustments | 2,502 | (1,238) | 8,458 | 5,175 |
Interest expense | (11,885) | (12,198) | (23,904) | (24,288) |
Depreciation and amortization | (61,257) | (48,916) | (123,124) | (95,942) |
Impairments | 61,466 | |||
Gain (loss) on sales of real estate | 23,940 | 61 | 23,940 | 6,325 |
Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI | (17,790) | (16,774) | (35,180) | (31,452) |
Net income (loss) | 143,368 | 103,458 | 247,399 | 275,685 |
Post-acute/skilled nursing | Operating segment | ||||
Segment reporting information, revenues | ||||
Rental Revenues | 110,125 | 130,895 | 217,315 | 271,471 |
Operating expenses | (589) | (538) | (1,153) | (1,071) |
NOI | 109,536 | 130,357 | 216,162 | 270,400 |
Non-cash adjustments to NOI | (173) | (19,077) | (444) | (37,160) |
Adjusted (cash) NOI | 109,363 | 111,280 | 215,718 | 233,240 |
Adjusted (cash) NOI from unconsolidated joint ventures | 400 | 804 | ||
Interest Income | 16,313 | 23,708 | 32,457 | 49,576 |
Portfolio Income | 126,076 | 134,988 | 248,979 | 282,816 |
Addback non-cash adjustments | 173 | 19,077 | 444 | 37,160 |
Interest expense | (2,475) | (2,492) | (4,805) | (4,768) |
Depreciation and amortization | (3,255) | (3,210) | (6,205) | (4,469) |
Impairments | (41,887) | (581,817) | ||
Gain (loss) on sales of real estate | 57,909 | 57,909 | ||
Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI | (182) | 13,831 | (368) | 27,986 |
Net income (loss) | 178,246 | 120,307 | 295,954 | (243,092) |
Life science | Operating segment | ||||
Segment reporting information, revenues | ||||
Rental Revenues | 90,201 | 85,409 | 179,149 | 168,960 |
Operating expenses | (17,961) | (17,234) | (34,704) | (33,933) |
NOI | 72,240 | 68,175 | 144,445 | 135,027 |
Non-cash adjustments to NOI | (545) | (2,745) | (1,218) | (5,820) |
Adjusted (cash) NOI | 71,695 | 65,430 | 143,227 | 129,207 |
Adjusted (cash) NOI from unconsolidated joint ventures | 1,499 | 1,298 | 2,919 | 2,526 |
Portfolio Income | 73,194 | 66,728 | 146,146 | 131,733 |
Addback non-cash adjustments | 545 | 2,745 | 1,218 | 5,820 |
Investment management fee income | 1 | 1 | 2 | 2 |
Interest expense | (632) | (764) | (1,270) | (1,528) |
Depreciation and amortization | (32,077) | (30,294) | (65,674) | (60,490) |
Gain (loss) on sales of real estate | 29,455 | 29,455 | ||
Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI | (724) | (555) | (1,435) | (1,109) |
Net income (loss) | 69,762 | 37,861 | 108,442 | 74,428 |
Medical office | Operating segment | ||||
Segment reporting information, revenues | ||||
Rental Revenues | 111,218 | 102,585 | 220,212 | 200,890 |
Operating expenses | (43,439) | (40,785) | (85,752) | (79,037) |
NOI | 67,779 | 61,800 | 134,460 | 121,853 |
Non-cash adjustments to NOI | (759) | (1,170) | (1,564) | (3,036) |
Adjusted (cash) NOI | 67,020 | 60,630 | 132,896 | 118,817 |
Adjusted (cash) NOI from unconsolidated joint ventures | 361 | 306 | 683 | 610 |
Portfolio Income | 67,381 | 60,936 | 133,579 | 119,427 |
Addback non-cash adjustments | 759 | 1,170 | 1,564 | 3,036 |
Investment management fee income | 80 | 457 | 170 | 916 |
Interest expense | (1,626) | (2,454) | (3,291) | (4,918) |
Depreciation and amortization | (40,986) | (34,174) | (80,083) | (66,356) |
Impairments | (2,948) | (2,948) | ||
Gain (loss) on sales of real estate | 8,310 | 8,310 | ||
Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI | 59 | (961) | 95 | (1,867) |
Net income (loss) | 33,977 | 22,026 | 60,344 | 47,290 |
Hospital | Operating segment | ||||
Segment reporting information, revenues | ||||
Rental Revenues | 22,067 | 21,492 | 44,937 | 43,734 |
Operating expenses | (1,015) | (1,271) | (2,214) | (2,308) |
NOI | 21,052 | 20,221 | 42,723 | 41,426 |
Non-cash adjustments to NOI | 582 | 226 | 885 | 478 |
Adjusted (cash) NOI | 21,634 | 20,447 | 43,608 | 41,904 |
Portfolio Income | 21,634 | 20,447 | 43,608 | 41,904 |
Addback non-cash adjustments | (582) | (226) | (885) | (478) |
Depreciation and amortization | (3,811) | (3,809) | (7,622) | (7,668) |
Equity (loss) income in unconsolidated joint ventures, excluding adjusted (cash) NOI | 42 | 299 | 82 | |
Net income (loss) | $ 17,241 | $ 16,454 | $ 35,400 | $ 33,840 |
Segment Disclosures - Assets by
Segment Disclosures - Assets by Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | |
Segment Disclosure | |||
Real estate and related assets held for sale, net | $ 330,453 | $ 314,126 | |
Total assets | [1] | 21,116,457 | 21,449,849 |
Goodwill | 50,346 | 50,346 | |
Operating segment | |||
Segment Disclosure | |||
Gross assets | 22,937,483 | 22,972,094 | |
Accumulated depreciation and amortization | (3,157,266) | (2,941,568) | |
Total assets | 19,780,217 | 20,030,526 | |
Operating segment | Senior housing | |||
Segment Disclosure | |||
Gross assets | 9,854,208 | 9,812,142 | |
Goodwill | 31,000 | ||
Operating segment | Post-acute/skilled nursing | |||
Segment Disclosure | |||
Gross assets | 5,018,072 | 5,162,947 | |
Goodwill | 3,000 | ||
Operating segment | Life science | |||
Segment Disclosure | |||
Gross assets | 3,952,550 | 3,905,137 | |
Operating segment | Medical office | |||
Segment Disclosure | |||
Gross assets | 3,489,833 | 3,469,048 | |
Goodwill | 11,000 | ||
Operating segment | Hospital | |||
Segment Disclosure | |||
Gross assets | 622,820 | 622,820 | |
Goodwill | 5,000 | ||
Other non-segment | |||
Segment Disclosure | |||
Total assets | $ 1,005,787 | $ 1,105,197 | |
[1] | HCP, Inc.’s consolidated total assets and total liabilities at June 30, 2016 and December 31, 2015 include certain assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to HCP, Inc. Total assets at June 30, 2016 include VIE assets as follows: buildings and improvements $3.4 billion; development costs $16 million; land $324 million; accumulated depreciation and amortization $598 million; investments in unconsolidated joint ventures $14 million; accounts receivable $25 million; cash $59 million; restricted cash $25 million; intangible assets, net $184 million; and other assets, net $62 million. Total assets at December 31, 2015 include VIE assets as follows: buildings and improvements $3.4 billion; development costs $54 million; land $327 million; accumulated depreciation and amortization $537 million; investments in unconsolidated joint ventures $14 million; accounts receivable $19 million; cash $61 million; restricted cash $21 million; intangible assets, net $204 million; and other assets, net $63 million. Total liabilities at June 30, 2016 include VIE liabilities as follows: mortgage debt $571 million; intangible liabilities, net $10 million; accounts payable and accrued liabilities $116 million and deferred revenue $25 million. Total liabilities at December 31, 2015 include VIE liabilities as follows: mortgage debt $589 million; intangible liabilities, net $10 million; accounts payable and accrued liabilities $107 million and deferred revenue $19 million. See Note 16 to the Consolidated Financial Statements for additional information. |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator - Basic | ||||
Net income (loss) | $ 304,842 | $ 167,748 | $ 424,587 | $ (69,755) |
Noncontrolling interests’ share in earnings | (3,125) | (2,863) | (6,751) | (5,974) |
Net income (loss) attributable to HCP, Inc. | 301,717 | 164,885 | 417,836 | (75,729) |
Participating securities' share in earnings | (342) | (370) | (651) | (704) |
Net income (loss) applicable to common shares | 301,375 | 164,515 | 417,185 | (76,433) |
Numerator - Dilutive | ||||
Net income (loss) applicable to common shares | 301,375 | 164,515 | 417,185 | (76,433) |
Add: distributions on dilutive convertible units | 2,388 | |||
Dilutive net income (loss) available to common shares | $ 303,763 | $ 164,515 | $ 417,185 | $ (76,433) |
Denominator | ||||
Basic weighted average common shares | 467,084 | 461,874 | 466,579 | 461,380 |
Diluted weighted average common shares | 471,425 | 462,106 | 466,777 | 461,380 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.65 | $ 0.36 | $ 0.89 | $ (0.17) |
Diluted (in dollars per share) | $ 0.64 | $ 0.36 | $ 0.89 | $ (0.17) |
Common Stock Options | ||||
Earnings per common share: | ||||
Shares of anti-dilutive securities excluded from earnings per share calculation | 1,200 | 900 | ||
Restricted Stock and Performance Restricted Stock Units | ||||
Earnings per common share: | ||||
Shares of anti-dilutive securities excluded from earnings per share calculation | 400 | 400 | ||
Equity awards | ||||
Denominator | ||||
Dilutive potential common shares | 208 | 232 | 198 | |
Down REIT | ||||
Denominator | ||||
Dilutive potential common shares | 4,133 | |||
Earnings per common share: | ||||
Shares of anti-dilutive securities excluded from earnings per share calculation | 1,700 | 6,000 | ||
DownREIT LLCs, non-managing member units outstanding | 1,700 | 4,000 |
Supplemental Cash Flow Inform58
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Supplemental cash flow information: | ||
Interest paid, net of capitalized interest | $ 241,585 | $ 217,716 |
Income taxes paid | 4,433 | 2,920 |
Capitalized interest | 5,734 | 3,704 |
Supplemental schedule of non-cash investing activities: | ||
Accrued construction costs | 57,143 | 33,162 |
Non-cash acquisitions and dispositions settled with receivables and restricted cash held in connection with Section 1031 transactions | 129,846 | 254,301 |
Tenant funded tenant improvements owned by HCP | 16,451 | 3,512 |
Supplemental schedule of non-cash financing activities: | ||
Vesting of restricted stock units | 288 | 379 |
Conversion of non-managing member units into common stock | 5,022 | 2,244 |
Noncontrolling interest and other liabilities, net assumed in connection with the RIDEA III acquisition | 61,219 | |
Noncontrolling interest issued in connection with real estate acquisitions | 3,885 | |
Noncontrolling interest disposed in connection with real estate sales | 204 | |
Other liabilities assumed with real estate acquisitions | 1,200 | 13,672 |
Unrealized (losses) on available-for-sale securities and derivatives designated as cash flow hedges, net | $ 343 | $ (198) |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Thousands | Jan. 01, 2016USD ($)entity | Jun. 30, 2016USD ($)propertyitem | Dec. 31, 2015USD ($)property | Aug. 29, 2014 |
Company's involvement with VIEs: | ||||
Number of joint ventures deconsolidated | entity | 3 | |||
Cumulative-effect adjustment to cumulative dividends in excess of earnings | $ 500 | |||
Unconsolidated Variable Interest Entities | ||||
Company's involvement with VIEs: | ||||
Number of unconsolidated joint ventures | item | 4 | |||
Number of properties leased | property | 358 | |||
Number of VIE tenants | item | 7 | |||
CCRC OpCo | ||||
Company's involvement with VIEs: | ||||
Joint Venture Ownership Percentage | 49.00% | |||
Maximum Loss Exposure | $ 227,589 | |||
Assets/liability type | Investments in unconsolidated joint ventures | |||
Carrying amount | $ 227,589 | |||
Vintage Park Development JV | ||||
Company's involvement with VIEs: | ||||
Maximum Loss Exposure | $ 8,593 | |||
Assets/liability type | Investments in unconsolidated joint ventures | |||
Carrying amount | $ 8,593 | |||
Ownership percentage (as a percent) | 85.00% | |||
VIE tenants-operating leases | ||||
Company's involvement with VIEs: | ||||
Number of properties leased | property | 48 | |||
Maximum Loss Exposure | $ 9,178 | |||
Assets/liability type | Lease intangibles, net and straight-line rent receivables | |||
Carrying amount | $ 9,178 | |||
HCRMC | ||||
Company's involvement with VIEs: | ||||
Number of properties leased | property | 310 | |||
Investment ownership percentage | 9.00% | |||
Maximum Loss Exposure | $ 5,107,180 | |||
Assets/liability type | Net investment in DFLs and investments in unconsolidated joint ventures | |||
Carrying amount | $ 5,107,180 | |||
VIE tenants-DFLs | ||||
Company's involvement with VIEs: | ||||
Maximum Loss Exposure | $ 598,267 | |||
Assets/liability type | Net investment in DFLs | |||
Carrying amount | $ 598,267 | |||
Four Seasons | ||||
Company's involvement with VIEs: | ||||
Maximum Loss Exposure | $ 104,381 | |||
Assets/liability type | Loans and marketable debt securities | |||
Carrying amount | $ 104,381 | |||
CMBS and LLC investment | ||||
Company's involvement with VIEs: | ||||
Maximum Loss Exposure | $ 33,055 | |||
Assets/liability type | Marketable debt and cost method investment | |||
Carrying amount | $ 33,055 | |||
Consolidated Variable Interest Entities | Accounting Standards Update ("ASU") 2015-02 - Consolidation | Adjustment | ||||
Company's involvement with VIEs: | ||||
Total assets | $ 543,000 | |||
Total liabilities | $ 651,000 | |||
RIDEA I | ||||
Company's involvement with VIEs: | ||||
Ownership percentage (as a percent) | 90.00% | |||
RIDEA II | ||||
Company's involvement with VIEs: | ||||
Ownership percentage (as a percent) | 80.00% | |||
RIDEA III | ||||
Company's involvement with VIEs: | ||||
Ownership percentage (as a percent) | 90.00% | |||
HCP Ventures V | ||||
Company's involvement with VIEs: | ||||
Ownership percentage (as a percent) | 51.00% | |||
Vintage Park Development JV | ||||
Company's involvement with VIEs: | ||||
Ownership percentage (as a percent) | 90.00% | |||
DownREIT Partnerships | ||||
Company's involvement with VIEs: | ||||
Number of controlling ownership interest entities as a managing member | item | 5 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Balance Sheets: | |||||||
Real estate and other property, net | $ 11,925,769 | $ 11,925,769 | $ 11,994,703 | ||||
Cash and cash equivalents | 116,450 | $ 115,770 | 116,450 | $ 115,770 | 346,500 | $ 183,810 | |
Goodwill, intangible and other assets, net | 791,431 | 791,431 | 802,273 | ||||
Total assets | [1] | 21,116,457 | 21,116,457 | 21,449,849 | |||
Accounts payable, accrued liabilities and other | 482,133 | 482,133 | 436,239 | ||||
Total equity | 9,676,388 | 10,526,997 | 9,676,388 | 10,526,997 | 9,746,317 | $ 10,997,099 | |
Total liabilities and equity | 21,116,457 | 21,116,457 | 21,449,849 | ||||
Income Statements: | |||||||
Revenues | 662,176 | 607,532 | 1,302,958 | 1,218,323 | |||
Operating, general and administrative expense | (180,125) | (136,342) | (357,080) | (268,373) | |||
Depreciation and amortization expense | (141,386) | (120,403) | (282,708) | (234,925) | |||
Interest expense | (121,333) | (118,632) | (243,395) | (235,412) | |||
Other income, net | 121,894 | 11,116 | 123,116 | 19,104 | |||
Loss on disposal of assets | 119,614 | 61 | 119,614 | 6,325 | |||
Impairment | (44,835) | (523,299) | |||||
Income tax benefit (expense) | 2,003 | 4,563 | (51,035) | 4,640 | |||
Net income (loss) | $ 304,842 | $ 167,748 | $ 424,587 | (69,755) | |||
Brookdale | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 20.00% | 25.00% | |||||
Brookdale | Minimum | |||||||
Income Statements: | |||||||
Management fees as percentage of gross revenues | 4.50% | ||||||
Brookdale | Maximum | |||||||
Income Statements: | |||||||
Management fees as percentage of gross revenues | 5.00% | ||||||
HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 6.00% | 8.00% | |||||
Balance Sheets: | |||||||
Real estate and other property, net | $ 2,582,600 | $ 2,582,600 | 2,628,500 | ||||
Cash and cash equivalents | 174,400 | 174,400 | 125,000 | ||||
Goodwill, intangible and other assets, net | 4,518,500 | 4,518,500 | 4,598,300 | ||||
Total assets | 7,275,500 | 7,275,500 | 7,351,800 | ||||
Debt and financing obligations | 5,775,000 | 5,775,000 | 5,836,400 | ||||
Accounts payable, accrued liabilities and other | 1,001,900 | 1,001,900 | 982,900 | ||||
Redeemable preferred stock | 2,100 | 2,100 | 2,100 | ||||
Total equity | 496,500 | 496,500 | 530,400 | ||||
Total liabilities and equity | 7,275,500 | 7,275,500 | $ 7,351,800 | ||||
Income Statements: | |||||||
Revenues | 957,700 | $ 1,027,500 | 1,942,200 | 2,081,500 | |||
Operating, general and administrative expense | (831,400) | (884,200) | (1,688,600) | (1,782,100) | |||
Depreciation and amortization expense | (32,600) | (35,400) | (65,100) | (71,300) | |||
Interest expense | (115,100) | (119,900) | (230,200) | (220,200) | |||
Other income, net | 4,800 | 2,100 | 8,300 | 4,900 | |||
Loss on disposal of assets | (5,900) | (2,600) | |||||
Impairment | (6,000) | (6,000) | |||||
(Loss) income from continuing operations before income tax (expense) benefit | (28,500) | (9,900) | (42,000) | 12,800 | |||
Income tax benefit (expense) | 5,300 | 4,500 | 8,200 | (5,600) | |||
(Loss) income from continuing operations | (23,200) | (5,400) | (33,800) | 7,200 | |||
Income from discontinued operations, net of taxes | (100) | (7,100) | (6,000) | ||||
Net income (loss) | $ (23,300) | $ (12,500) | $ (33,800) | $ 1,200 | |||
Senior housing | CCRC JV | |||||||
Concentration of risk | |||||||
Number of RIDEA joint ventures | item | 2 | ||||||
Senior housing | Management and Accounting Services | Brookdale | |||||||
Concentration of risk | |||||||
Number of RIDEA joint ventures | item | 15 | ||||||
Investments in Joint Ventures Senior Housing Facilities Number | item | 107 | 107 | |||||
Tenants and Operators | Post-acute/skilled nursing | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 78.00% | 78.00% | |||||
Management and Accounting Services | Brookdale | Minimum | |||||||
Income Statements: | |||||||
Management Agreement Number of Renewals | item | 3 | ||||||
Management and Accounting Services | Brookdale | Maximum | |||||||
Income Statements: | |||||||
Management Agreement Number of Renewals | item | 4 | ||||||
Management and Accounting Services | Senior housing | Brookdale | |||||||
Income Statements: | |||||||
Management agreement renewal term (in years) | 5 years | ||||||
Management and Accounting Services | Senior housing | Brookdale | Minimum | |||||||
Income Statements: | |||||||
Management agreement term (in years) | 10 years | ||||||
Management and Accounting Services | Senior housing | Brookdale | Maximum | |||||||
Income Statements: | |||||||
Management agreement term (in years) | 15 years | ||||||
Assets | Tenants and Operators | Brookdale | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 13.00% | 12.00% | |||||
Assets | Tenants and Operators | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 24.00% | 23.00% | |||||
Assets | Tenants and Operators | Senior housing | Brookdale | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 28.00% | 28.00% | |||||
Assets | Tenants and Operators | Senior housing | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 12.00% | 12.00% | |||||
Assets | Tenants and Operators | Post-acute/skilled nursing | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 79.00% | 64.00% | |||||
Revenue | Brookdale | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 9.00% | 10.00% | |||||
Revenue | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 18.00% | 23.00% | |||||
Revenue | Tenants and Operators | Brookdale | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 10.00% | 10.00% | |||||
Revenue | Tenants and Operators | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 18.00% | 24.00% | |||||
Revenue | Tenants and Operators | Senior housing | Brookdale | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 21.00% | 25.00% | |||||
Revenue | Tenants and Operators | Senior housing | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 6.00% | 8.00% | |||||
Revenue | Tenants and Operators | Post-acute/skilled nursing | HCRMC | |||||||
Concentration of risk | |||||||
Concentration risk (as a percent) | 78.00% | 79.00% | |||||
[1] | HCP, Inc.’s consolidated total assets and total liabilities at June 30, 2016 and December 31, 2015 include certain assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to HCP, Inc. Total assets at June 30, 2016 include VIE assets as follows: buildings and improvements $3.4 billion; development costs $16 million; land $324 million; accumulated depreciation and amortization $598 million; investments in unconsolidated joint ventures $14 million; accounts receivable $25 million; cash $59 million; restricted cash $25 million; intangible assets, net $184 million; and other assets, net $62 million. Total assets at December 31, 2015 include VIE assets as follows: buildings and improvements $3.4 billion; development costs $54 million; land $327 million; accumulated depreciation and amortization $537 million; investments in unconsolidated joint ventures $14 million; accounts receivable $19 million; cash $61 million; restricted cash $21 million; intangible assets, net $204 million; and other assets, net $63 million. Total liabilities at June 30, 2016 include VIE liabilities as follows: mortgage debt $571 million; intangible liabilities, net $10 million; accounts payable and accrued liabilities $116 million and deferred revenue $25 million. Total liabilities at December 31, 2015 include VIE liabilities as follows: mortgage debt $589 million; intangible liabilities, net $10 million; accounts payable and accrued liabilities $107 million and deferred revenue $19 million. See Note 16 to the Consolidated Financial Statements for additional information. |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring basis (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Level 1 | Fair Value | ||
Fair value assets and liabilities measured on recurring basis: | ||
Marketable equity securities | $ 34 | $ 39 |
Level 2 | Fair Value | Interest-rate swap contracts | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | 196 | |
Derivative liabilities | 7,858 | 6,251 |
Level 2 | Fair Value | Currency Swap | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | 3,017 | 1,551 |
Level 3 | Fair Value | Warrants | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | 20 | $ 55 |
Fair value on a recurring basis | Fair Value | ||
Fair value assets and liabilities measured on recurring basis: | ||
Marketable equity securities | 34 | |
Fair value on a recurring basis | Fair Value | Interest-rate swap contracts | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative liabilities | 7,858 | |
Fair value on a recurring basis | Fair Value | Currency Swap | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | 3,017 | |
Fair value on a recurring basis | Fair Value | Warrants | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | 20 | |
Fair value on a recurring basis | Level 1 | ||
Fair value assets and liabilities measured on recurring basis: | ||
Marketable equity securities | 34 | |
Fair value on a recurring basis | Level 2 | Interest-rate swap contracts | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative liabilities | 7,858 | |
Fair value on a recurring basis | Level 2 | Currency Swap | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | 3,017 | |
Fair value on a recurring basis | Level 3 | Warrants | ||
Fair value assets and liabilities measured on recurring basis: | ||
Derivative assets | $ 20 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of the Carrying Amounts and Fair Values of the Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Summary of financial instruments | ||
Bank line of credit | $ 869,078 | $ 397,432 |
Senior unsecured notes | 8,626,559 | 9,120,107 |
Mortgage debt | 688,910 | 932,212 |
Other debt | 93,012 | 94,445 |
Carrying Value | ||
Summary of financial instruments | ||
Loans receivable, net | 708,096 | 768,743 |
Marketable debt securities | 84,128 | 102,958 |
Marketable equity securities | 34 | 39 |
Bank line of credit | 869,078 | 397,432 |
Term loans | 477,890 | 524,807 |
Senior unsecured notes | 8,626,559 | 9,120,107 |
Mortgage debt | 688,910 | 932,212 |
Other debt | 93,012 | 94,445 |
Level 1 | Fair Value | ||
Summary of financial instruments | ||
Marketable equity securities | 34 | 39 |
Senior unsecured notes | 9,098,192 | 9,390,668 |
Level 2 | Fair Value | ||
Summary of financial instruments | ||
Loans receivable, net | 715,450 | 770,052 |
Marketable debt securities | 84,128 | 102,958 |
Bank line of credit | 869,078 | 397,432 |
Term loans | 477,890 | 524,807 |
Mortgage debt | 722,153 | 963,786 |
Other debt | 93,012 | 94,445 |
Warrants | Carrying Value | ||
Summary of financial instruments | ||
Derivative assets | 20 | 55 |
Warrants | Level 3 | Fair Value | ||
Summary of financial instruments | ||
Derivative assets | 20 | 55 |
Interest-rate swap contracts | Carrying Value | ||
Summary of financial instruments | ||
Derivative assets | 196 | |
Derivative liabilities | 7,858 | 6,251 |
Interest-rate swap contracts | Level 2 | Fair Value | ||
Summary of financial instruments | ||
Derivative assets | 196 | |
Derivative liabilities | 7,858 | 6,251 |
Currency Swap | Level 2 | Carrying Value | ||
Summary of financial instruments | ||
Derivative assets | 3,017 | 1,551 |
Currency Swap | Level 2 | Fair Value | ||
Summary of financial instruments | ||
Derivative assets | $ 3,017 | $ 1,551 |
Derivative Financial Instrume63
Derivative Financial Instruments (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016GBP (£)item | Jun. 30, 2016USD ($)item | |
Derivative | ||||||
Gains or losses recorded to accumulated other comprehensive loss reclassified to earnings | $ 0 | |||||
Cash flow hedge | Reclassification out of Accumulated Other Comprehensive Income | Other income, net | ||||||
Effects of Change in Interest Rates | ||||||
Reclassification of unrealized gains into other income (expense), ineffectiveness | $ 200 | $ 200 | 300 | $ 300 | ||
Net Investment Hedging | Facility and 2012 Term Loan | ||||||
Derivative | ||||||
Borrowings designated as hedge of net investment | £ | £ 268,000 | |||||
Interest rate swap, entered in July 2005, maturity in July 2020 | ||||||
Effects of Change in Interest Rates | ||||||
+50 Basis Points | 994 | |||||
-50 Basis Points | (735) | |||||
+100 Basis Points | 1,858 | |||||
-100 Basis Points | (1,600) | |||||
Interest rate swap, entered in July 2005, maturity in July 2020 | BMA Swap Index | ||||||
Derivative | ||||||
Notional amount | $ 45,600 | |||||
Fair value of hedge, liabilities | $ (5,410) | |||||
Interest rate swap, entered in July 2005, maturity in July 2020 | Cash flow hedge | ||||||
Derivative | ||||||
Number of interest-rate swap contracts | item | 3 | 3 | ||||
Interest rate swap, entered in July 2005, maturity in July 2020 | Cash flow hedge | BMA Swap Index | ||||||
Derivative | ||||||
Fixed Rate/Buy Amount (as a percent) | 3.82% | 3.82% | ||||
Interest rate swap, entered in November 2008, maturity in October 2016 | ||||||
Effects of Change in Interest Rates | ||||||
+50 Basis Points | 33 | |||||
-50 Basis Points | (40) | |||||
+100 Basis Points | 69 | |||||
-100 Basis Points | (76) | |||||
Interest rate swap, entered in November 2008, maturity in October 2016 | LIBOR | ||||||
Derivative | ||||||
Notional amount | $ 24,700 | |||||
Fair value of hedge, liabilities | $ (286) | |||||
Interest rate swap, entered in November 2008, maturity in October 2016 | Cash flow hedge | LIBOR | ||||||
Derivative | ||||||
Fixed Rate/Buy Amount (as a percent) | 5.95% | 5.95% | ||||
Floating/Exchange Rate Index, percentage | 1.50% | 1.50% | ||||
Interest rate swap, entered in January 2015, maturity in October 2017 | ||||||
Effects of Change in Interest Rates | ||||||
+50 Basis Points | 1,893 | |||||
-50 Basis Points | (2,037) | |||||
+100 Basis Points | 3,858 | |||||
-100 Basis Points | (4,003) | |||||
Interest rate swap, entered in January 2015, maturity in October 2017 | GBP LIBOR | ||||||
Derivative | ||||||
Notional amount | £ | £ 220,000 | |||||
Fair value of hedge, liabilities | $ (2,162) | |||||
Interest rate swap, entered in January 2015, maturity in October 2017 | Cash flow hedge | ||||||
Derivative | ||||||
Exchange rate GBP/USD | 1.5149 | 1.5149 | ||||
Interest rate swap, entered in January 2015, maturity in October 2017 | Cash flow hedge | GBP LIBOR | ||||||
Derivative | ||||||
Fixed Rate/Buy Amount (as a percent) | 1.79% | 1.79% | ||||
Floating/Exchange Rate Index, percentage | 0.975% | 0.975% | ||||
Currency swap, entered in January 2015, maturity in October 2017 | ||||||
Derivative | ||||||
Notional amount | £ | £ 16,800 | |||||
Fair value of foreign currency hedge, assets | $ 3,017 | |||||
Effects of Change in Interest Rates | ||||||
+50 Basis Points | (225) | |||||
-50 Basis Points | 1 | |||||
+100 Basis Points | (338) | |||||
-100 Basis Points | $ 114 | |||||
Currency swap, entered in January 2015, maturity in October 2017 | Cash flow hedge | ||||||
Derivative | ||||||
Buy (sell) amount | £ | £ 1,000 | |||||
Monthly buy (sell) amount | $ 25,500 |