Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-08895 | |
Entity Registrant Name | Healthpeak Properties, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 33-0091377 | |
Entity Address, Address Line One | 5050 South Syracuse Street | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80237 | |
City Area Code | 720 | |
Local Phone Number | 428-5050 | |
Title of 12(b) Security | Common Stock, $1.00 par value | |
Trading Symbol | PEAK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 538,930,065 | |
Entity Central Index Key | 0000765880 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real estate: | ||
Buildings and improvements | $ 11,149,249 | $ 11,048,433 |
Development costs and construction in progress | 642,879 | 613,182 |
Land | 1,865,806 | 1,867,278 |
Accumulated depreciation and amortization | (2,508,986) | (2,409,135) |
Net real estate | 11,148,948 | 11,119,758 |
Net investment in direct financing leases | 44,706 | 44,706 |
Loans receivable, net of reserves of $14,134 and $10,280 | 740,142 | 195,375 |
Investments in and advances to unconsolidated joint ventures | 399,841 | 402,871 |
Accounts receivable, net of allowance of $3,884 and $3,994 | 38,879 | 42,269 |
Cash and cash equivalents | 34,007 | 44,226 |
Restricted cash | 68,033 | 67,206 |
Intangible assets, net | 495,919 | 519,917 |
Assets held for sale and discontinued operations, net | 1,374,507 | 2,626,306 |
Right-of-use asset, net | 198,426 | 192,349 |
Other assets, net | 650,518 | 665,106 |
Total assets | 15,193,926 | 15,920,089 |
LIABILITIES AND EQUITY | ||
Bank line of credit and commercial paper | 1,038,150 | 129,590 |
Term loan | 249,243 | 249,182 |
Senior unsecured notes | 4,255,697 | 5,697,586 |
Mortgage debt | 219,959 | 221,621 |
Intangible liabilities, net | 138,617 | 144,199 |
Liabilities related to assets held for sale and discontinued operations, net | 328,167 | 415,737 |
Lease liability | 184,425 | 179,895 |
Accounts payable, accrued liabilities, and other liabilities | 697,040 | 763,391 |
Deferred revenue | 765,946 | 774,316 |
Total liabilities | 7,877,244 | 8,575,517 |
Commitments and contingencies | ||
Common stock, $1.00 par value: 750,000,000 shares authorized; 538,885,793 and 538,405,393 shares issued and outstanding | 538,886 | 538,405 |
Additional paid-in capital | 10,223,711 | 10,229,857 |
Cumulative dividends in excess of earnings | (3,994,562) | (3,976,232) |
Accumulated other comprehensive income (loss) | (3,497) | (3,685) |
Total stockholders’ equity | 6,764,538 | 6,788,345 |
Joint venture partners | 352,986 | 357,069 |
Non-managing member unitholders | 199,158 | 199,158 |
Total noncontrolling interests | 552,144 | 556,227 |
Total equity | 7,316,682 | 7,344,572 |
Total liabilities and equity | $ 15,193,926 | $ 15,920,089 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Parenthetical Disclosures | ||
Loans receivable, reserve (in dollars) | $ 14,134 | $ 10,280 |
Accounts receivable, allowance (in dollars) | $ 3,884 | $ 3,994 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 538,885,793 | 538,405,393 |
Common stock, shares outstanding (in shares) | 538,885,793 | 538,405,393 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Rental and related revenues | $ 327,972 | $ 282,317 |
Resident fees and services | 116,128 | 91,780 |
Income from direct financing leases | 2,163 | 3,269 |
Interest income | 9,013 | 3,688 |
Total revenues | 455,276 | 381,054 |
Costs and expenses: | ||
Interest expense | 46,843 | 55,691 |
Depreciation and amortization | 157,538 | 125,112 |
Operating | 181,761 | 237,377 |
General and administrative | 24,902 | 22,349 |
Transaction costs | 798 | 14,563 |
Impairments and loan loss reserves (recoveries), net | 3,242 | 11,107 |
Total costs and expenses | 415,084 | 466,199 |
Other income (expense): | ||
Gain (loss) on sales of real estate, net | 0 | 2,069 |
Gain (loss) on debt extinguishments | (164,292) | 833 |
Other income (expense), net | 2,200 | 210,653 |
Total other income (expense), net | (162,092) | 213,555 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (121,900) | 128,410 |
Income tax benefit (expense) | (8) | 29,868 |
Equity income (loss) from unconsolidated joint ventures | 1,323 | (11,146) |
Income (loss) from continuing operations | (120,585) | 147,132 |
Income (loss) from discontinued operations | 270,008 | 135,408 |
Net income (loss) | 149,423 | 282,540 |
Noncontrolling interests’ share in continuing operations | (3,306) | (3,463) |
Noncontrolling interests’ share in discontinued operations | (329) | 3 |
Net income (loss) attributable to Healthpeak Properties, Inc. | 145,788 | 279,080 |
Participating securities’ share in earnings | (2,451) | (1,616) |
Net income (loss) applicable to common shares | $ 143,337 | $ 277,464 |
Basic earnings (loss) per common share: | ||
Continuing operations (in dollars per share) | $ (0.23) | $ 0.28 |
Discontinued operations (in dollars per share) | 0.50 | 0.27 |
Net income (loss) applicable to common shares (in dollars per share) | 0.27 | 0.55 |
Diluted earnings (loss) per common share: | ||
Continuing operations (in dollars per share) | (0.23) | 0.28 |
Discontinued operations (in dollars per share) | 0.50 | 0.26 |
Net income (loss) applicable to common shares (in dollars per share) | $ 0.27 | $ 0.54 |
Weighted average shares outstanding: | ||
Basic (in shares) | 538,679 | 506,476 |
Diluted (in shares) | 538,679 | 515,045 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income (loss) | $ 149,423 | $ 282,540 |
Other comprehensive income (loss): | ||
Net unrealized gains (losses) on derivatives | 332 | 301 |
Change in Supplemental Executive Retirement Plan obligation and other | 107 | 61 |
Reclassification adjustment realized in net income (loss) | (251) | 0 |
Total other comprehensive income (loss) | 188 | 362 |
Total comprehensive income (loss) | 149,611 | 282,902 |
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. | 145,976 | 279,442 |
Continuing Operations | ||
Other comprehensive income (loss): | ||
Total comprehensive (income) loss attributable to noncontrolling interests' | (3,306) | (3,463) |
Discontinued Operations | ||
Other comprehensive income (loss): | ||
Total comprehensive (income) loss attributable to noncontrolling interests' | $ (329) | $ 3 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-In Capital | Cumulative Dividends In Excess Of Earnings | Accumulated Other Comprehensive Income (Loss) | Total Noncontrolling Interests | Cumulative Effect, Period of Adoption, Adjustment | [1] | Cumulative Effect, Period of Adoption, AdjustmentTotal Stockholders’ Equity | [1] | Cumulative Effect, Period of Adoption, AdjustmentCumulative Dividends In Excess Of Earnings | [1] | Cumulative Effect, Period of Adoption, Adjusted Balance | Cumulative Effect, Period of Adoption, Adjusted BalanceTotal Stockholders’ Equity | Cumulative Effect, Period of Adoption, Adjusted BalanceCommon Stock | Cumulative Effect, Period of Adoption, Adjusted BalanceAdditional Paid-In Capital | Cumulative Effect, Period of Adoption, Adjusted BalanceCumulative Dividends In Excess Of Earnings | Cumulative Effect, Period of Adoption, Adjusted BalanceAccumulated Other Comprehensive Income (Loss) | Cumulative Effect, Period of Adoption, Adjusted BalanceTotal Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2019 | 505,222 | 505,222 | ||||||||||||||||||
Balance at Dec. 31, 2019 | $ 6,667,474 | $ 6,085,058 | $ 505,222 | $ 9,183,892 | $ (3,601,199) | $ (2,857) | $ 582,416 | $ (1,524) | $ (1,524) | $ (1,524) | $ 6,665,950 | $ 6,083,534 | $ 505,222 | $ 9,183,892 | $ (3,602,723) | $ (2,857) | $ 582,416 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Accounting standards update | us-gaap:AccountingStandardsUpdate201613Member | |||||||||||||||||||
Net income (loss) | $ 282,540 | 279,080 | 279,080 | 3,460 | ||||||||||||||||
Other comprehensive income (loss) | 362 | 362 | 362 | |||||||||||||||||
Issuance of common stock, net (in shares) | 33,104 | |||||||||||||||||||
Issuance of common stock | 1,064,622 | 1,064,622 | $ 33,104 | 1,031,518 | ||||||||||||||||
Conversion of DownREIT units to common stock (in shares) | 23 | |||||||||||||||||||
Conversion of DownREIT units to common stock | 0 | 509 | $ 23 | 486 | (509) | |||||||||||||||
Repurchase of common stock (in shares) | (268) | |||||||||||||||||||
Repurchase of common stock | (9,737) | (9,737) | $ (268) | (9,469) | ||||||||||||||||
Exercise of stock options (in shares) | 54 | |||||||||||||||||||
Exercise of stock options | 1,806 | 1,806 | $ 54 | 1,752 | ||||||||||||||||
Amortization of stock-based compensation | 4,832 | 4,832 | 4,832 | |||||||||||||||||
Common dividends | (188,500) | (188,500) | (188,500) | |||||||||||||||||
Distributions to noncontrolling interest | (8,432) | (8,432) | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2020 | 538,135 | |||||||||||||||||||
Balance at Mar. 31, 2020 | 7,813,443 | 7,236,508 | $ 538,135 | 10,213,011 | (3,512,143) | (2,495) | 576,935 | |||||||||||||
Balance (in shares) at Dec. 31, 2020 | 538,405 | |||||||||||||||||||
Balance at Dec. 31, 2020 | 7,344,572 | 6,788,345 | $ 538,405 | 10,229,857 | (3,976,232) | (3,685) | 556,227 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||||||
Net income (loss) | 149,423 | 145,788 | 145,788 | 3,635 | ||||||||||||||||
Other comprehensive income (loss) | 188 | 188 | 188 | |||||||||||||||||
Issuance of common stock, net (in shares) | 879 | |||||||||||||||||||
Issuance of common stock | 1,087 | 1,087 | $ 879 | 208 | ||||||||||||||||
Repurchase of common stock (in shares) | (398) | |||||||||||||||||||
Repurchase of common stock | (12,165) | (12,165) | $ (398) | (11,767) | ||||||||||||||||
Amortization of stock-based compensation | 5,413 | 5,413 | 5,413 | |||||||||||||||||
Common dividends | (164,118) | (164,118) | (164,118) | |||||||||||||||||
Distributions to noncontrolling interest | (7,718) | (7,718) | ||||||||||||||||||
Balance (in shares) at Mar. 31, 2021 | 538,886 | |||||||||||||||||||
Balance at Mar. 31, 2021 | $ 7,316,682 | $ 6,764,538 | $ 538,886 | $ 10,223,711 | $ (3,994,562) | $ (3,497) | $ 552,144 | |||||||||||||
[1] | On January 1, 2020, the Company adopted a series of Accounting Standards Updates (“ASUs”) related to accounting for credit losses and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption. |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Common dividends, per share (in dollars per share) | $ 0.30 | $ 0.37 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 149,423 | $ 282,540 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of real estate, in-place lease, and other intangibles | 157,538 | 189,276 |
Amortization of stock-based compensation | 4,364 | 4,832 |
Amortization of deferred financing costs | 2,213 | 2,582 |
Straight-line rents | (9,135) | (6,229) |
Amortization of nonrefundable entrance fees and above/below market lease intangibles | (23,764) | (15,943) |
Equity loss (income) from unconsolidated joint ventures | (1,008) | 11,979 |
Distributions of earnings from unconsolidated joint ventures | 237 | 9,513 |
Loss (gain) on sale of real estate under direct financing leases | 0 | (41,707) |
Deferred income tax expense (benefit) | (1,148) | (24,911) |
Impairments and loan loss reserves (recoveries), net | 3,242 | 39,123 |
Loss (gain) on debt extinguishments | 164,292 | (833) |
Loss (gain) on sales of real estate, net | (259,662) | (164,869) |
Loss (gain) upon change of control, net | (1,042) | (167,434) |
Casualty-related loss (recoveries), net | 859 | 0 |
Other non-cash items | (726) | 502 |
Decrease (increase) in accounts receivable and other assets, net | 11,567 | (5,036) |
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue | (74,524) | (18,343) |
Net cash provided by (used in) operating activities | 122,726 | 95,042 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (14,914) | (20,018) |
Development, redevelopment, and other major improvements of real estate | (135,339) | (209,418) |
Leasing costs, tenant improvements, and recurring capital expenditures | (20,710) | (21,791) |
Proceeds from sales of real estate, net | 937,492 | 419,381 |
Acquisition of CCRC Portfolio | 0 | (396,352) |
Contributions to unconsolidated joint ventures | (5,924) | (1,722) |
Distributions in excess of earnings from unconsolidated joint ventures | 10,825 | 2,639 |
Proceeds from sales/principal repayments on debt investments and direct financing leases | 0 | 84,336 |
Investments in loans receivable and other | (3,704) | (8,066) |
Net cash provided by (used in) investing activities | 767,726 | (151,011) |
Cash flows from financing activities: | ||
Borrowings under bank line of credit and commercial paper | 3,437,200 | 2,025,600 |
Repayments under bank line of credit and commercial paper | (2,528,640) | (2,118,600) |
Repayments and repurchase of debt, excluding bank line of credit and commercial paper | (1,491,754) | (5,338) |
Payments for debt extinguishment and deferred financing costs | (158,011) | 0 |
Issuance of common stock and exercise of options | 1,087 | 1,066,428 |
Repurchase of common stock | (12,165) | (9,737) |
Dividends paid on common stock | (164,118) | (188,500) |
Distributions to and purchase of noncontrolling interests | (7,718) | (8,432) |
Net cash provided by (used in) financing activities | (924,119) | 761,421 |
Effect of foreign exchanges on cash, cash equivalents and restricted cash | 0 | (10) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (33,667) | 705,442 |
Cash, cash equivalents and restricted cash, beginning of period | 181,685 | 184,657 |
Cash, cash equivalents and restricted cash, end of period | $ 148,018 | $ 890,099 |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Overview Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) which, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). Healthpeak TM acquires, develops, leases, owns, and manages healthcare real estate. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) life science; (ii) medical office; and (iii) continuing care retirement community (“CCRC”). The Company’s corporate headquarters are in Denver, Colorado and it has additional offices in Irvine, California and Franklin, Tennessee. Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and Senior Housing Operating (“SHOP”) properties. As of December 31, 2020, the Company concluded the planned dispositions represented a strategic shift that has and will have a major effect on the Company’s operations and financial results. Therefore, assets meeting the held for sale criteria on or before March 31, 2021 are classified as discontinued operations in all periods presented herein. See Note 5 for further information. COVID-19 Update While the Coronavirus (“COVID-19”) continues to evolve daily and its ultimate outcome is uncertain, it has caused significant disruption to individuals, governments, financial markets, and businesses, including the Company. Global health concerns and increased efforts to reduce the spread of the COVID-19 pandemic prompted federal, state, and local governments to restrict normal daily activities, and resulted in travel bans, quarantines, school closings, “shelter-in-place” orders requiring individuals to remain in their homes other than to conduct essential services or activities, as well as business limitations and shutdowns, which resulted in closure of many businesses deemed to be non-essential. Although most of these restrictions have since been lifted or scaled back, certain restrictions remain in place or have been re-imposed and any future surges of COVID-19 may lead to other restrictions being re-implemented in response to efforts to reduce the spread. In addition, the Company’s tenants, operators and borrowers have faced significant cost increases as a result of increased health and safety measures, including increased staffing demands for patient care and sanitation, as well as increased usage and inventory of critical medical supplies and personal protective equipment. These health and safety measures, which have been in place since the onset of the pandemic, continue to place a substantial strain on the business operations of many of the Company’s tenants, operators, and borrowers. The Company evaluated the impacts of COVID-19 on its business thus far and incorporated information concerning the impact of COVID-19 into its assessments of liquidity, impairments, and collectibility from tenants, residents, and borrowers as of March 31, 2021. The Company will continue to monitor such impacts and will adjust its estimates and assumptions based on the best available information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). Government Grant Income On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2021, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of March 31, 2021, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company had complied or will continue to comply with all grant conditions. The following table summarizes information related to government grant income received and recognized by the Company (in thousands): Three Months Ended 2021 2020 Government grant income recorded in other income (expense), net $ 1,310 $ — Government grant income recorded in equity income (loss) from unconsolidated joint ventures 426 — Government grant income recorded in income (loss) from discontinued operations 3,232 — Total government grants received $ 4,968 $ — Recent Accounting Pronouncements Adopted Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in previous accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Historically, when credit losses were measured under previous accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. As a result of adopting ASU 2016-13 on January 1, 2020 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $2 million as of January 1, 2020. Under ASU 2016-13, the Company began using a loss model that relies on future expected credit losses, rather than incurred losses, as was required under historical GAAP. Under the new model, the Company is required to recognize future credit losses expected to be incurred over the life of its finance receivables, including loans receivable, direct financing leases (“DFLs”), and certain accounts receivable, at inception of those instruments. The model emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model continues to be applied on an individual basis and rely on counter-party specific information to ensure the most accurate estimate is recognized. The Company reassesses its reserves on finance receivables at each balance sheet date to determine if an adjustment to the previous reserve is necessary. Accounting for Lease Concessions Related to COVID-19. In April 2020, the FASB staff issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. During the year ended December 31, 2020, the Company provided rent deferrals (to be repaid before the end of 2020) to certain tenants in its life science and medical office segments that were impacted by COVID-19 (discussed in further detail in Note 6). No such rent deferrals were provided to tenants during the three months ended March 31, 2021 and 2020. As it relates to these deferrals, the Company elected to not assess them on a lease-by-lease basis and to continue recognizing rent revenue on a straight-line basis. While the Company’s election for rent deferrals will be applied consistently to future deferrals of a similar nature, if the Company grants future lease concessions of a different type (such as rent abatements), it will make an election related to those concessions at that time. |
Master Transactions and Coopera
Master Transactions and Cooperation Agreement with Brookdale | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Master Transactions and Cooperation Agreement with Brookdale | Master Transactions and Cooperation Agreement with Brookdale 2019 Master Transactions and Cooperation Agreement with Brookdale In October 2019, the Company and Brookdale Senior Living Inc. (“Brookdale”) entered into a Master Transactions and Cooperation Agreement (the “2019 MTCA”), which includes a series of transactions related to its previously jointly owned 15-campus CCRC portfolio (the “CCRC JV”) and the portfolio of senior housing properties Brookdale triple-net leased from the Company, which, at the time, included 43 properties. In connection with the 2019 MTCA, the Company and Brookdale, and certain of their respective subsidiaries, closed the following transactions related to the CCRC JV on January 31, 2020: • The Company, which owned a 49% interest in the CCRC JV, purchased Brookdale’s 51% interest in 13 of the 15 communities in the CCRC JV based on a valuation of $1.06 billion (the “CCRC Acquisition”); • The management agreements related to the CCRC Acquisition communities were terminated and management transitioned (under new management agreements) from Brookdale to Life Care Services LLC (“LCS”); and • The Company paid a $100 million management termination fee to Brookdale. In addition, pursuant to the 2019 MTCA, the Company and Brookdale closed the following transactions related to properties Brookdale triple-net leased from the Company on January 31, 2020: • Brookdale acquired 18 of the properties from the Company (the “Brookdale Acquisition Assets”) for cash proceeds of $385 million; • The remaining 24 properties (excludes one property to be transitioned or sold to a third party, as discussed below) were restructured into a single master lease with 2.4% annual rent escalators and a maturity date of December 31, 2027 (the “2019 Amended Master Lease”); • A portion of annual rent (amount in excess of 6.5% of sales proceeds) related to 14 of the 18 Brookdale Acquisition Assets was reallocated to the remaining properties under the 2019 Amended Master Lease; and • Brookdale paid down $20 million of future rent under the 2019 Amended Master Lease. As agreed to by the Company and Brookdale under the 2019 MTCA, in December 2020, the Company terminated the triple-net lease related to one property and converted it to a structure permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”). The 24 assets under the 2019 Amended Master Lease were sold in January 2021 (see Note 5). Additionally, under the 2019 MTCA, the Company and Brookdale agreed to the following transactions which have not yet been completed: • The CCRC JV will sell the remaining two CCRCs, which are being marketed for sale to third parties; and • The Company will provide up to $35 million of capital investment in the 2019 Amended Master Lease properties over a five-year term, which will increase rent by 7% of the amount spent, per annum. As of December 31, 2020, the Company had funded $5 million of this capital investment. Upon selling the 24 assets under the 2019 Amended Master Lease in January 2021, the remaining capital investment obligation was transferred to the buyer. As a result of the above transactions, on January 31, 2020, the Company began consolidating the 13 CCRCs in which it acquired Brookdale’s interest. Accordingly, the Company derecognized its investment in the CCRC JV of $323 million and recognized a gain upon change of control of $170 million, which is included in other income (expense), net. In connection with consolidating the 13 CCRCs during the first quarter of 2020, the Company recognized real estate and intangible assets of $1.8 billion, refundable entrance fee liabilities of $308 million, contractual liabilities associated with previously collected non-refundable entrance fees of $436 million, debt assumed of $215 million, other net assets of $48 million, and cash paid of $396 million. Upon sale of the 18 senior housing triple-net assets to Brookdale, the Company recognized an aggregate gain on sales of real estate of $164 million, which is recorded within income (loss) from discontinued operations. Fair Value Measurement Techniques and Quantitative Information |
Real Estate Transactions
Real Estate Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Real Estate Transactions | Real Estate Transactions 2021 Real Estate Investments South San Francisco Land Site Acquisition In October 2020, the Company executed a definitive agreement to acquire approximately 12 acres of land for $128 million. The acquisition site is located in South San Francisco, California, adjacent to two sites currently held by the Company as land for future development. The Company paid a $10 million nonrefundable deposit upon completing due diligence in November 2020. The first phase, with a purchase price of $61 million, closed in April 2021. Westview Medical Plaza Acquisition In February 2021, the Company acquired one medical office building (“MOB”) in Nashville, Tennessee for $13 million. Pinnacle at Ridgegate Acquisition In April 2021, the Company acquired one MOB in Denver, Colorado for $38 million. MOB Portfolio Acquisition In April 2021, the Company acquired 14 MOBs for $371 million (the “MOB Portfolio”). In conjunction with the acquisition, the Company issued $142 million of secured mortgage debt. 2020 Real Estate Investments The Post Acquisition In April 2020, the Company acquired a life science campus in Waltham, Massachusetts for $320 million. Scottsdale Gateway Acquisition In July 2020, the Company acquired one MOB in Scottsdale, Arizona for $27 million. Midwest MOB Portfolio Acquisition In October 2020, the Company acquired a portfolio of seven MOBs located in Indiana, Missouri, and Illinois for $169 million. Cambridge Discovery Park Acquisition In December 2020, the Company acquired three life science facilities in Cambridge, Massachusetts for $610 million and a 49% unconsolidated joint venture interest in a fourth property on the same campus for $54 million. If the fourth property is sold in a taxable transaction, the Company is generally obligated to indemnify its joint venture partner for its federal and state income taxes associated with the gain that existed at the time of the contribution to the joint venture. Waldwick JV Interest Purchase In October 2020, the Company acquired the remaining 15% equity interest of a senior housing joint venture structure (which owned one senior housing facility), in which the Company previously held an unconsolidated equity investment, for $4 million. Subsequent to acquisition, the Company owned 100% of the equity, began consolidating the facility, and recognized a gain upon change of control of $6 million, which is recorded in other income (expense), net within income (loss) from discontinued operations. In December 2020, the Company sold the property as part of the Atria SHOP Portfolio disposition (see Note 5). MBK JV Dissolution In November 2020, as part of the dissolution of a senior housing joint venture, the Company was distributed one property, one land parcel, and $11 million in cash. Upon consolidating the property and land parcel at the time of distribution, the Company recognized a loss upon change of control of $16 million, which is recorded in other income (expense), net within income (loss) from discontinued operations. In conjunction with the distribution of the property, the Company assumed $36 million of secured mortgage debt, which was recorded at its fair value through asset acquisition accounting. The property is classified as discontinued operations as of March 31, 2021. Other Real Estate Acquisitions In December 2020, the Company acquired one hospital in Dallas, Texas for $34 million. Development Activities The Company’s commitments related to development and redevelopment projects increased by $9 million, to $315 million at March 31, 2021, when compared to December 31, 2020, primarily as a result of increased commitments on existing projects and new projects started during the first quarter of 2021. In March 2021, management reviewed the estimated useful lives of certain Life Science properties in connection with future plans of densification and related demolition. These changes in the planned use of the properties resulted in the Company updating their estimated useful lives, which differ from the Company’s previous estimates. The estimated useful lives of these assets was reduced from a weighted average remaining useful life of 15 years to 6 years to reflect the timing of the planned demolitions. This change in estimate increased depreciation expense by $3 million in the current quarter, resulting in a corresponding decrease to income (loss) from continuing operations and net income (loss) as well as a decrease of approximately $0.01 to basic and diluted earnings per share for the three months ended March 31, 2021. |
Dispositions of Real Estate and
Dispositions of Real Estate and Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions of Real Estate and Discontinued Operations | Dispositions of Real Estate and Discontinued Operations 2021 Dispositions of Real Estate Sunrise Senior Housing Portfolio In January 2021, the Company sold a portfolio of 32 SHOP assets (the “Sunrise Senior Housing Portfolio”) for $664 million, resulting in an immaterial loss on sale, which is recognized in income (loss) from discontinued operations, and provided the buyer with: (i) financing of $410 million and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures, none of which has been funded as of March 31, 2021 (see Note 7). Under the Company’s definitive agreement, there are two remaining senior housing triple-net assets that are expected to be sold during the remainder of 2021, upon completion of the license transfer process. Brookdale Triple-Net Portfolio In January 2021, the Company sold 24 senior housing assets in a triple-net lease with Brookdale for $510 million, resulting in total gain on sale of $169 million, which is recognized in income (loss) from discontinued operations. Additional SHOP Portfolio In January 2021, the Company sold a portfolio of 16 SHOP assets for $230 million, resulting in total gain on sale of $59 million, which is recognized in income (loss) from discontinued operations, and provided the buyer with financing of $150 million (see Note 7 ) . HRA Triple-Net Portfolio In February 2021, the Company sold eight senior housing assets in a triple-net lease with Harbor Retirement Associates for $132 million, resulting in total gain on sale of $33 million, which is recognized in income (loss) from discontinued operations. 2021 Other Dispositions In addition to the sales discussed above, during the three months ended March 31, 2021, the Company sold one SHOP asset for $5 million, resulting in an immaterial gain on sale, which is recognized in income (loss) from discontinued operations. SLC SHOP Portfolio In October 2020, the Company entered into a definitive agreement to sell seven SHOP assets for $115 million. The Company received a $3 million nonrefundable deposit and expects to close the transaction during the remainder of 2021. Oakmont SHOP Portfolio In April 2021, the Company sold a portfolio of 12 SHOP assets for $564 million. Discovery SHOP Portfolio In April 2021, the Company sold a portfolio of 10 SHOP assets for $334 million. Also included in this transaction was the sale of two mezzanine loans and two preferred equity investments for $21 million (collectively, “the Discovery SHOP Portfolio”). Sonata SHOP Portfolio In April 2021, the Compa ny sold a portfolio of five SHOP assets for $64 million. Other Subsequent Dispositions In April 2021, the Company sold two SHOP assets for $13 million, two senior housing triple-net assets for $7 million, and one MOB for $10 million. 2020 Dispositions of Real Estate During the three months ended March 31, 2020 , the Company sold 7 SHOP assets for $36 million and 18 senior housing triple-net assets for $385 million (representative of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3 ), resulting in total gain on sales of $165 million, which is recognized in income (loss) from discontinued operations. A egis NNN Portfolio In December 2020, the Company sold 10 senior housing triple-net assets (the “Aegis NNN Portfolio”) for $358 million, resulting in total gain on sale of $228 million, which is recognized in income (loss) from discontinued operations. Atria SHOP Portfolio In December 2020, the Company sold 12 SHOP assets (the “Atria SHOP Portfolio”) for $312 million, resulting in total gain on sale of $39 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $61 million on four of the assets sold (see Note 7 ). 2020 Other Dispositions In addition to the sales discussed above, d uring the year ended December 31, 2020, the Company sold the following: (i) 23 SHOP assets for $190 million, (ii) 21 senior housing triple-net assets for $428 million (inclusive of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3), (iii) 11 MOBs for $136 million (inclusive of the exercise of a purchase option by a tenant to acquire 3 MOBs in San Diego, California), (iv) 2 MOB land parcels for $3 million, and (v) 1 asset from other non-reportable segments for $1 million, resulting in total gain on sales of $283 million ($193 million of which is reported in income (loss) from discontinued operations). Held for Sale and Discontinued Operations At March 31, 2021, 9 senior housing triple-net facilities, 8 MOBs, 48 SHOP facilities, and 1 SHOP joint venture were classified as held for sale and/or discontinued operations. At December 31, 2020, 41 senior housing triple-net facilities, 6 MOBs, 97 SHOP facilities, and 1 SHOP joint venture were classified as held for sale and/or discontinued operations. During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded the planned dispositions represented a strategic shift that has and will have a major effect on the Company’s operations and financial results. Therefore, assets meeting the held for sale criteria on or before March 31, 2021 are classified as discontinued operations in all periods presented herein. The following summarizes the assets and liabilities classified as discontinued operations at March 31, 2021 and December 31, 2020, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the consolidated balance sheets (in thousands): March 31, December 31, ASSETS Real estate: Buildings and improvements $ 1,174,263 $ 2,553,254 Development costs and construction in progress 11,136 21,509 Land 201,699 355,803 Accumulated depreciation and amortization (221,246) (615,708) Net real estate 1,165,852 2,314,858 Investments in and advances to unconsolidated joint ventures 5,776 5,842 Accounts receivable, net of allowance of $5,132 and $5,873 13,976 20,500 Cash and cash equivalents 40,161 53,085 Restricted cash 5,817 17,168 Intangible assets, net 8,539 24,541 Right-of-use asset, net 937 4,109 Other assets, net (1) 43,224 103,965 Total assets of discontinued operations, net 1,284,282 2,544,068 Total medical office assets held for sale, net (2) 90,225 82,238 Assets held for sale and discontinued operations, net $ 1,374,507 $ 2,626,306 LIABILITIES Mortgage debt 278,172 318,876 Lease liability 935 3,189 Accounts payable, accrued liabilities, and other liabilities 41,977 79,411 Deferred revenue 3,985 11,442 Total liabilities of discontinued operations, net 325,069 412,918 Total liabilities related to medical office assets held for sale, net (2) 3,098 2,819 Liabilities related to assets held for sale and discontinued operations, net $ 328,167 $ 415,737 _______________________________________ (1) Includes goodwill of $29 million as of March 31, 2021 and December 31, 2020. (2) Primarily comprised of eight MOBs with net real estate assets of $81 million and deferred revenue of $2 million as of March 31, 2021 and six MOBs with net estate assets of $73 million and deferred revenue of $2 million as of December 31, 2020. The results of discontinued operations through March 31, 2021, or the disposal date of each asset or portfolio of assets if they have been sold, are included in the consolidated results for the three months ended March 31, 2021 and 2020. Summarized financial information for discontinued operations for the three months ended March 31, 2021 and 2020 are as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenues: Rental and related revenues $ 5,228 $ 32,371 Resident fees and services 72,998 171,726 Total revenues 78,226 204,097 Costs and expenses: Interest expense 2,676 2,685 Depreciation and amortization — 64,164 Operating 71,519 138,637 Transaction costs 76 285 Impairments and loan loss reserves (recoveries), net — 28,016 Total costs and expenses 74,271 233,787 Other income (expense): Gain (loss) on sales of real estate, net 259,662 162,800 Other income (expense), net 5,885 (45) Total other income (expense), net 265,547 162,755 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 269,502 133,065 Income tax benefit (expense) 821 3,176 Equity income (loss) from unconsolidated joint ventures (315) (833) Income (loss) from discontinued operations $ 270,008 $ 135,408 Impairments of Real Estate 2021 During the three months ended March 31, 2021, the Company did not recognize any impairment charges. 2020 During the three months ended March 31, 2020, the Company recognized an aggregate impairment charge of $31 million ($28 million of which is reported in income (loss) from discontinued operations) related to 15 SHOP assets, 2 senior housing triple-net assets, and 2 MOBs as a result of being classified as held for sale and wrote down their aggregate carrying value of $200 million to their aggregate fair value, less estimated costs to sell, of $169 million. The fair value of the impaired assets was based on forecasted sales prices, which are considered to be Level 3 measurements within the fair value hierarchy. Forecasted sales prices were determined using an income approach and/or a market approach (comparable sales model), which rely on certain assumptions by management, including: (i) market capitalization rates, (ii) comparable market transactions, (iii) estimated prices per unit, (iv) negotiations with prospective buyers, and (v) forecasted cash flow streams (lease revenue rates, expense rates, growth rates, etc.). There are inherent uncertainties in making these assumptions. For the Company’s impairment calculations during and as of the three months ended March 31, 2020, the Company estimated the fair value of each asset using either (i) market capitalization rates ranging from 7.16% to 9.92%, with a weighted average rate of 9.32% or (ii) prices per unit ranging from $38,000 to $95,000, with a weighted average price of $68,000. Deferred Tax Asset Valuation Allowance In conjunction with the Company establishing a plan during the year ended December 31, 2020 to dispose of all its SHOP assets and classifying such assets as discontinued operations, the Company concluded it was more likely than not that it would no longer realize the future value of certain deferred tax assets generated by the net operating losses of its taxable REIT subsidiary entities. Accordingly, the Company recognized a deferred tax asset valuation allowance of $33 million as of December 31, 2020. As of March 31, 2021, the Company had a deferred tax asset valuation allowance of $35 million. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended 2021 2020 Fixed income from operating leases $ 262,937 $ 226,226 Variable income from operating leases 65,035 56,091 Interest income from direct financing leases 2,163 3,269 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): March 31, December 31, Present value of minimum lease payments receivable $ 7,758 $ 9,804 Present value of estimated residual value 44,706 44,706 Less deferred selling profits (7,758) (9,804) Net investment in direct financing leases $ 44,706 $ 44,706 Properties subject to direct financing leases 1 1 Direct Financing Lease Internal Ratings At March 31, 2021, the Company had one hospital under a DFL with a carrying amount of $45 million and an internal rating of performing. 2020 Direct Financing Lease Sale During the first quarter of 2020, the Company sold a hospital under a DFL for $82 million and recognized a gain on sale of $42 million, which is included in other income (expense), net. Lease Costs The following table provides supplemental cash flow information regarding the Company’s leases for which it is the lessee, such as ground leases (dollars in thousands): Three Months Ended Supplemental Cash Flow Information: 2021 2020 Right-of-use asset obtained in exchange for new lease liability: Operating leases $ 5,020 $ — COVID-19 Rent Deferrals During the second and third quarters of 2020, the Company agreed to defer rent from certain tenants in the medical office segment, with the requirement that all deferred rent be repaid by the end of 2020. Under this program, through December 31, 2020, approximately $6 million of rent was deferred for the medical office segment, all of which had been collected as of December 31, 2020. Additionally, through December 31, 2020, the Company granted approximately $1 million of rent deferrals to certain tenants in the life science segment, all of which had been collected as of December 31, 2020. No such deferrals were granted during the three months ended March 31, 2021 and 2020. |
Leases | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended 2021 2020 Fixed income from operating leases $ 262,937 $ 226,226 Variable income from operating leases 65,035 56,091 Interest income from direct financing leases 2,163 3,269 Direct Financing Leases Net investment in DFLs consists of the following (dollars in thousands): March 31, December 31, Present value of minimum lease payments receivable $ 7,758 $ 9,804 Present value of estimated residual value 44,706 44,706 Less deferred selling profits (7,758) (9,804) Net investment in direct financing leases $ 44,706 $ 44,706 Properties subject to direct financing leases 1 1 Direct Financing Lease Internal Ratings At March 31, 2021, the Company had one hospital under a DFL with a carrying amount of $45 million and an internal rating of performing. 2020 Direct Financing Lease Sale During the first quarter of 2020, the Company sold a hospital under a DFL for $82 million and recognized a gain on sale of $42 million, which is included in other income (expense), net. Lease Costs The following table provides supplemental cash flow information regarding the Company’s leases for which it is the lessee, such as ground leases (dollars in thousands): Three Months Ended Supplemental Cash Flow Information: 2021 2020 Right-of-use asset obtained in exchange for new lease liability: Operating leases $ 5,020 $ — COVID-19 Rent Deferrals During the second and third quarters of 2020, the Company agreed to defer rent from certain tenants in the medical office segment, with the requirement that all deferred rent be repaid by the end of 2020. Under this program, through December 31, 2020, approximately $6 million of rent was deferred for the medical office segment, all of which had been collected as of December 31, 2020. Additionally, through December 31, 2020, the Company granted approximately $1 million of rent deferrals to certain tenants in the life science segment, all of which had been collected as of December 31, 2020. No such deferrals were granted during the three months ended March 31, 2021 and 2020. |
Loans Receivable
Loans Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): March 31, 2021 December 31, 2020 Secured loans (1) $ 724,389 $ 161,530 Mezzanine and other 44,513 44,347 Unamortized discounts, fees, and costs (14,626) (222) Reserve for loan losses (14,134) (10,280) Loans receivable, net $ 740,142 $ 195,375 _______________________________________ (1) At March 31, 2021, the Company had $100 million remaining of commitments to fund senior housing redevelopment and capital expenditure projects. At December 31, 2020, the Company had $11 million remaining of commitments to fund senior housing redevelopment and capital expenditure projects. 2021 Loans Receivable Transactions In April 2021, the Company sold two mezzanine loans for carrying value as part of the Discovery SHOP Portfolio disposition (see Note 5). 2020 Loans Receivable Transactions For certain residents that qualify, CCRCs may offer to lend residents the necessary funds to satisfy the entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. The loans are due upon sale of the previous residence. Upon completing the CCRC Acquisition (see Note 3) in January 2020, the Company began consolidating 13 CCRCs, which held approximately $30 million of such notes receivable from various community residents at the time of acquisition. At March 31, 2021 and December 31, 2020, the Company held $24 million and $23 million of such receivables, respectively, which are included in mezzanine and other in the table above. In November 2020, the Company sold one mezzanine loan with a $10 million principal balance for $8 million, resulting in a $2 million loss recognized in impairments and loan loss reserves (recoveries), net. In December 2020, the Company sold one secured loan with a $115 million principal balance for $109 million, resulting in a $6 million loss recognized in impairments and loan loss reserves (recoveries), net. SHOP Seller Financing In conjunction with the sale of 32 SHOP facilities in the Sunrise Senior Housing Portfolio for $664 million in January 2021 (see Note 5), the Company provided the buyer with initial financing of $410 million. The remainder of the sales price was received in cash at the time of sale. Additionally, the Company agreed to provide up to $92 million of additional financing for capital expenditures (up to 65% of the estimated cost of capital expenditures), none of which has been funded as of March 31, 2021. The initial and additional financing is secured by the buyer's equity ownership in each property. In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021 (see Note 5), the Company provided the buyer with financing of $150 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer's equity ownership in each property. In December 2020, in conjunction with the sale of 4 of the 12 SHOP facilities in the Atria SHOP Portfolio for $94 million (see Note 5), the Company provided the buyer with financing of $61 million. The remainder of the sales price was received in cash at the time of sale. The financing is secured by the buyer's equity ownership in the four properties. During the three months ended March 31, 2021, the Company reduced the consideration and reported gain on sales of real estate and recognized a mark-to-market discount of $16 million for certain transactions with seller financing. The Company’s discount is based on the difference between the stated interest rates (ranging from 3.50% to 4.50%) and corresponding prevailing market rates of approximately 5.25% as of the transaction dates. The discount is recognized as interest income over the term of the discounted loans (ranging from one Loans Receivable Internal Ratings In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable are reviewed and assigned an internal rating of Performing, Watch List, or Workout. Loans that are deemed Performing meet all present contractual obligations, and collection and timing of all amounts owed is reasonably assured. Watch List Loans are defined as loans that do not meet the definition of Performing or Workout. Workout Loans are defined as loans in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment. The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and costs and reserves for loan losses, as of March 31, 2021 (dollars in thousands): Investment Type Year of Origination Total 2021 2020 2019 2018 2017 Prior Secured loans Risk rating: Performing loans $ 543,310 $ 96,665 $ 63,381 $ — $ — $ — $ 703,356 Watch list loans — — — — — — — Workout loans — — — — — — — Total secured loans $ 543,310 $ 96,665 $ 63,381 $ — $ — $ — $ 703,356 Mezzanine and other Risk rating: Performing loans $ 12,274 $ 12,113 $ 10,535 $ — $ — $ — $ 34,922 Watch list loans — — — — — 1,864 1,864 Workout loans — — — — — — — Total mezzanine and other $ 12,274 $ 12,113 $ 10,535 $ — $ — $ 1,864 $ 36,786 Reserve for Loan Losses The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis, which the Company utilizes to calculate the debt service coverages used in its assessment of internal ratings, which is a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, net operating income, occupancy, rental rates, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. In its assessment of current expected credit losses for loans receivable and unfunded loan commitments, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each loan to estimate a probability of default and a resulting loss for each loan receivable. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The following table summarizes the Company’s reserve for loan losses (in thousands): March 31, 2021 December 31, 2020 Secured Loans Mezzanine and Other Total Secured Loans Mezzanine and Other Total Reserve for loan losses, beginning of period $ 3,152 $ 7,128 $ 10,280 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings — — — 513 907 1,420 Provision for expected loan losses 2,740 1,114 3,854 2,639 6,221 8,860 Reserve for loan losses, end of period $ 5,892 $ 8,242 $ 14,134 $ 3,152 $ 7,128 $ 10,280 Additionally, at March 31, 2021 and December 31, 2020, a liability of $0.4 million and $1 million, respectively, related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities. Credit loss expenses and recoveries are recorded in impairments and loan loss reserves (recoveries), net. During the three months ended March 31, 2021 and 2020, the net credit loss expense was $3 million and $8 million, respectively. The change in the provision for expected loan losses during the three months ended March 31, 2021 is primarily due to new seller financing. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Joint Ventures | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Unconsolidated Joint Ventures | Investments in and Advances to Unconsolidated Joint Ventures The Company owns interests in the following entities that are accounted for under the equity method, excluding investments classified as discontinued operations (dollars in thousands): Carrying Amount March 31, December 31, Entity (1)(2) Segment Property Count (3) Ownership % (3) 2021 2020 SWF SH JV (4) Other 19 54 $ 349,804 $ 357,581 Life Science JV (5) Life science 1 49 24,786 24,879 Medical Office JVs (6) Medical office 3 20 - 67 9,613 9,673 Other JVs (7) Other — 41 - 47 9,157 9,157 CCRC JV (8) CCRC 2 49 6,481 1,581 $ 399,841 $ 402,871 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Excludes the Otay Ranch JV (90% ownership percentage), which is classified as discontinued operations and had an aggregate carrying value of $6 million at March 31, 2021 and December 31, 2020 (see Note 5). In April 2021, the Company sold its share of the SHOP property in the Otay Ranch JV for $32 million. (3) Property count and ownership percentage are as of March 31, 2021. (4) In December 2019, the Company formed the SWF SH JV with a sovereign wealth fund. (5) In December 2020, the Company acquired a joint venture interest in a life science facility in Cambridge, Massachusetts (see Note 4). (6) Includes three unconsolidated medical office joint ventures (and the Company’s ownership percentage): (i) Ventures IV (20%); (ii) Ventures III (30%); and (iii) Suburban Properties, LLC (67%). (7) Includes two unconsolidated other joint ventures (and the Company’s ownership percentage): (i) Discovery Naples JV (41%) and (ii) Discovery Sarasota JV (47%). The Discovery Naples JV and Discovery Sarasota JV are joint ventures that have developed or are developing senior housing facilities and the Company’s investments in those joint ventures are preferred equity investments earning a 10% per annum fixed-rate return. In April 2021, the Company sold these two preferred equity investments for carrying value as part of the Discovery SHOP Portfolio disposition (see Note 5). (8) See Note 3 for discussion of the 2019 MTCA with Brookdale, including the acquisition of Brookdale’s interest in 13 of the 15 communities in the CCRC JV in January 2020. |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2021 | |
Intangibles [Abstract] | |
Intangibles | Intangibles Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands): Intangible lease assets March 31, December 31, Gross intangible lease assets $ 758,424 $ 761,328 Accumulated depreciation and amortization (262,505) (241,411) Intangible assets, net (1) $ 495,919 $ 519,917 Weighted average remaining amortization period in years 6 5 _______________________________________ (1) Excludes intangible assets reported in assets held for sale and discontinued operations, net of $9 million and $25 million as of March 31, 2021 and December 31, 2020, respectively. Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands): Intangible lease liabilities March 31, December 31, Gross intangible lease liabilities $ 193,140 $ 194,565 Accumulated depreciation and amortization (54,523) (50,366) Intangible liabilities, net $ 138,617 $ 144,199 Weighted average remaining amortization period in years 8 8 During the three months ended March 31, 2021, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $1 million and intangible liabilities of $0.2 million. The intangible assets and liabilities acquired each had a weighted average amortization period at acquisition of 4 years. During the year ended December 31, 2020, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $352 million and intangible liabilities of $83 million. The intangible assets and intangible liabilities acquired had a weighted average amortization period at acquisition of 7 years and 9 years, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Bank Line of Credit and Term Loan On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility (the “Revolving Facility”), which matures on May 23, 2023 and contains two six-month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at LIBOR plus a margin that depends on credit ratings of the Company’s senior unsecured long-term debt. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on those credit ratings at March 31, 2021, the margin on the Revolving Facility was 0.83% and the facility fee was 0.15%. At March 31, 2021, the Company had $110 million outstanding under the Revolving Facility, with a weighted average interest rate of 1.23%. In May 2019, the Company also entered into a $250 million unsecured term loan facility, which the Company fully drew down during the second quarter of 2019 (the “2019 Term Loan” and, together with the Revolving Facility, the “Facilities”). The 2019 Term Loan matures on May 23, 2024. Based on credit ratings for the Company’s senior unsecured long-term debt at March 31, 2021, the 2019 Term Loan accrues interest at a rate of LIBOR plus 0.90%, with a weighted average effective interest rate of 1.10%. The Facilities include a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. The Facilities also contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a minimum Consolidated Tangible Net Worth of $7.0 billion. At March 31, 2021, the Company believes it was in compliance with each of these restrictions and requirements of the Facilities. Commercial Paper Program In September 2019, the Company established an unsecured commercial paper program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured short-term debt securities with varying maturities. Amounts available under the Commercial Paper Program may be borrowed, repaid, and re-borrowed from time to time, with the maximum aggregate face or principal amount outstanding at any one time not exceeding $1.0 billion. Amounts borrowed under the Commercial Paper Program will be sold on terms that are customary for the U.S. commercial paper market and will be at least equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company uses its Revolving Facility as a liquidity backstop for the repayment of unsecured short-term debt securities issued under the Commercial Paper Program. At March 31, 2021, the Company had $928 million of securities outstanding under the Commercial Paper Program, with original maturities of one month and a weighted average interest rate of 0.26%. At December 31, 2020, the Company had $130 million of securities outstanding under the Commercial Paper Program, with original maturities of one month and a weighted average interest rate of 0.30%. In April 2021, the Company increased the maximum aggregate face or principal amount outstanding at any one time for the Commercial Paper Program from $1.0 billion to $1.25 billion. Senior Unsecured Notes At March 31, 2021, the Company had senior unsecured notes outstanding with an aggregate principal balance of $4.30 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 March 31, 2021. During the three months ended March 31, 2021, the Company had no senior unsecured note issuances. The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the three months ended March 31, 2021 (dollars in thousands): Payoff Date (1) Amount Coupon Rate Maturity Year January 28, 2021 $ 112,000 4.25 % 2023 January 28, 2021 $ 201,000 4.20 % 2024 January 28, 2021 $ 469,000 3.88 % 2024 February 26, 2021 $ 188,000 4.25 % 2023 February 26, 2021 $ 149,000 4.20 % 2024 February 26, 2021 $ 331,000 3.88 % 2024 _______________________________________ (1) Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due in 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment. On May 4, 2021, the Company announced the commencement of tender offers to purchase up to an aggregate principal amount of $550 million for cash, targeting (i) $250 million of the Company’s 3.40% senior unsecured notes due in 2025 and (ii) $300 million of the Company’s 4.00% senior unsecured notes due in 2025. The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2020 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year Year ended December 31, 2020: June 23, 2020 $ 600,000 2.88 % 2031 The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2020 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Year Year ended December 31, 2020: July 9, 2020 (1) $ 300,000 3.15 % 2022 June 24, 2020 (2) $ 250,000 4.25 % 2023 _______________________________________ (1) Upon completing the redemption of all outstanding 3.15% senior unsecured notes due in 2022, the Company recognized an $18 million loss on debt extinguishment. (2) Upon repurchasing a portion of the 4.25% senior unsecured notes due in 2023, the Company recognized a $26 million loss on debt extinguishment. Mortgage Debt At March 31, 2021 and December 31, 2020, the Company had $215 million and $217 million, respectively, in aggregate principal of mortgage debt outstanding (excluding mortgage debt on assets held for sale and discontinued operations), which is secured by six healthcare facilities, with an aggregate carrying value of $511 million and $517 million, respectively. Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets, and is non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires insurance on the assets, and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets. During the three months ended March 31, 2021 and 2020, the Company made aggregate principal repayments of mortgage debt of $42 million and $5 million, respectively. The amount of repayments during the three months ended March 31, 2021 includes the repayment of $39 million of variable rate secured debt on two SHOP assets classified as discontinued operations and $1 million of scheduled repayments on mortgage debt classified as discontinued operations. During the three months ended March 31, 2020, $4 million of the repayments were associated with mortgage debt classified as discontinued operations. In April 2021, in conjunction with the acquisition of the MOB Portfolio, the Company issued $142 million of secured mortgage debt (see Note 4). In conjunction with the sale of the Aegis NNN Portfolio (see Note 5) in December 2020, the Company repaid $6 million of variable rate secured mortgage debt on one SHOP asset classified as discontinued operations as of December 31, 2020. In November 2020, upon consolidating one property as part of a joint venture dissolution, the Company assumed $36 million of secured mortgage debt (classified as liabilities related to assets held for sale and discontinued operations, net) maturing in 2025 (see Note 4). Debt Maturities The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2021 (in thousands): Senior Unsecured Notes (2) Mortgage Debt (3) Year Bank Line of Commercial Paper (1) Term Loan Amount Interest Rate Amount Interest Rate Total 2021 (nine months) $ — $ — $ — $ — — % $ 11,572 4.86 % $ 11,572 2022 — — — — — % 4,843 3.80 % 4,843 2023 110,000 928,150 — — — % 89,874 3.80 % 1,128,024 2024 — — 250,000 — — % 3,050 3.80 % 253,050 2025 — — — 1,350,000 3.93 % 3,209 3.80 % 1,353,209 Thereafter — — — 2,950,000 3.68 % 102,789 3.54 % 3,052,789 110,000 928,150 250,000 4,300,000 215,337 5,803,487 (Discounts), premium and debt costs, net — — (757) (44,303) 4,622 (40,438) 110,000 928,150 249,243 4,255,697 219,959 5,763,049 Debt on assets held for sale and discontinued operations (4) — — — — 278,172 278,172 $ 110,000 $ 928,150 $ 249,243 $ 4,255,697 $ 498,131 $ 6,041,221 _______________________________________ (1) Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, we calculate the weighted average remaining term of our Commercial Paper Program borrowings using the maturity date of our Revolving Facility. (2) Effective interest rates on the senior notes range from 3.10% to 6.91% with a weighted average effective interest rate of 3.77% and a weighted average maturity of 8 years. (3) Excluding mortgage debt on assets classified as held for sale and discontinued operations, effective interest rates on the mortgage debt range from 3.42% to 5.91% with a weighted average effective interest rate of 3.73% and a weighted average maturity of 4 years. (4) Represents mortgage debt on assets held for sale and discontinued operations with interest rates ranging from 3.45% to 5.88% that mature between 2025 and 2044. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits and other claims. Except as described below, the Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred. Class Action. On May 9, 2016, a purported stockholder of the Company filed a putative class action complaint, Boynton Beach Firefighters’ Pension Fund v. HCP, Inc., et al. , Case No. 3:16-cv-01106-JJH, in the U.S. District Court for the Northern District of Ohio against the Company, certain of its officers, HCR ManorCare, Inc. (“HCRMC”), and certain of its officers, asserting violations of the federal securities laws. The suit asserted claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and alleged that the Company made certain false or misleading statements relating to the value of and risks concerning its investment in HCRMC by allegedly failing to disclose that HCRMC had engaged in billing fraud, as alleged by the U.S. Department of Justice (“DoJ”) in a suit against HCRMC arising from the False Claims Act that the DoJ voluntarily dismissed with prejudice. On November 22, 2019, the Court granted the class action motion to dismiss. On December 20, 2019, Co-Lead Plaintiffs filed a motion to amend the Court's judgment to permit amendment of the complaint, and on November 30, 2020, the Court denied Co-Lead Plaintiffs’ motion. Co-Lead Plaintiffs have not appealed the dismissal and denial of leave to amend their compliant. Derivative Actions. On June 16, 2016 and July 5, 2016, purported stockholders of the Company filed two derivative actions, Subodh v. HCR ManorCare Inc., et al. , Case No. 30-2016-00858497-CU-PT-CXC and Stearns v. HCR ManorCare, Inc., et al. , Case No. 30-2016-00861646-CU-MC-CJC, in the Superior Court of California, County of Orange, against certain of the Company’s current and former directors and officers and HCRMC. The Company was named as a nominal defendant. As both derivative actions contained substantially the same allegations, they were consolidated into a single action (the “ California derivative action ”). The consolidated action alleged that the defendants engaged in various acts of wrongdoing, including, among other things, breaching fiduciary duties by publicly making false or misleading statements of fact regarding HCRMC’s finances and prospects, and failing to maintain adequate internal controls. On February 11, 2021, the Court dismissed the California derivative actions without prejudice. On April 10, 2017, a purported stockholder of the Company filed a derivative action, Weldon v. Martin et al. , Case No. 3:17-cv-755, in federal court in the Northern District of Ohio, Western Division, against certain of the Company’s current and former directors and officers and HCRMC. The Company was named as a nominal defendant. The Weldon complaint asserted similar claims to those asserted in the California derivative action. In addition, the complaint asserted a claim under Section 14(a) of the Exchange Act, alleging that the Company made false statements in its 2016 proxy statement by not disclosing that the Company’s performance issues in 2015 were the direct result of alleged billing fraud at HCRMC. On January 5, 2021, the Court dismissed the Weldon case without prejudice. On July 21, 2017, a purported stockholder of the Company filed another derivative action, Kelley v. HCR ManorCare, Inc., et al. , Case No. 8:17-cv-01259, in federal court in the Central District of California, against certain of the Company’s current and former directors and officers and HCRMC. The Company was named as a nominal defendant. The Kelley complaint asserted similar claims to those asserted in Weldon and in the California derivative action. Like Weldon , the Kelley complaint also additionally alleged that the Company made false statements in its 2016 proxy statement, and asserted a claim for a violation of Section 14(a) of the Exchange Act. On November 28, 2017, the federal court in the Central District of California granted Defendants’ motion to transfer the action to the Northern District of Ohio (i.e., the court where the class action and other federal derivative action are pending). On January 5, 2021, the Court dismissed the Kelley case with prejudice. The Company’s Board of Directors received letters dated August 17, 2016, April 19, 2017, and April 20, 2017 from private law firms acting on behalf of clients who are purported stockholders of the Company, each asserting allegations similar to those made in the California derivative action matters discussed above. Each letter demands that the Board of Directors take action to assert the Company’s rights. The Board of Directors completed its evaluation and rejected the demand letters in December of 2017. One of the law firms requested that the Board of Directors reconsider its determination after a ruling on the motion to dismiss in the class action litigation. In February 2021, the Board of Directors reaffirmed its rejection of the demand letters. The Company believes that the demands are without merit, but cannot predict their outcome or reasonably estimate any potential loss at this time. Accordingly, no loss contingency has been recorded for these matters as of March 31, 2021, as the likelihood of loss is not considered probable or estimable. DownREIT LLCs |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | Equity Dividends On April 29, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.30 per share. The common stock cash dividend will be paid on May 21, 2021 to stockholders of record as of the close of business on May 10, 2021. During the three months ended March 31, 2021 and 2020, the Company declared and paid common stock cash dividends of $0.30 per share and $0.37 per share, respectively. At-The-Market Equity Offering Program In June 2015, the Company established an at-the-market equity offering program (“ATM Program”) to sell shares of its common stock from time to time through a consortium of banks acting as sales agents or directly to the banks acting as principals. In February 2020, the Company terminated its previous ATM Program (the “2019 ATM Program”) and established a new ATM Program (the “2020 ATM Program”) pursuant to which shares of common stock having an aggregate gross sales price of up to approximately $1.25 billion may be sold (i) by the Company through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement. The use of a forward sale agreement allows the Company to lock in a share price on the sale of shares at the time the forward sales agreement is effective, but defer receiving the proceeds from the sale of shares until a later date. ATM forward sale agreements generally have a one year term. At any time during the term, the Company may settle a forward sale by delivery of physical shares of common stock to the forward seller or, at the Company’s election, in cash or net shares. The forward sale price the Company expects to receive upon settlement of outstanding forward contracts will be the initial forward price established upon the effective date, subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the forward sale agreement. ATM Forward Contracts During the three months ended March 31, 2021, the Company did not utilize the forward provisions under the 2020 ATM Program. During the three months ended March 31, 2020, the Company utilized the forward provisions under the 2019 ATM Program to allow for the sale of up to an aggregate of 2 million shares of its common stock at an initial weighted average net price of $35.23 per share, after commissions. During the three months ended March 31, 2020, the Company settled all 16.8 million shares previously outstanding under ATM forward contracts at a weighted average net price of $31.38 per share, after commissions, resulting in net proceeds of $528 million. No shares were settled subsequent to March 31, 2020 and therefore, at March 31, 2021, no shares remained outstanding under ATM forward contracts. At March 31, 2021, approximately $1.25 billion of the Company’s common stock remained available for sale under the 2020 ATM Program. ATM Direct Issuances During the three months ended March 31, 2021 and 2020, no shares of common stock were issued under the 2019 ATM Program or 2020 ATM Program. Forward Equity Offerings November 2019 Offering. In November 2019, the Company entered into a forward equity sales agreement (the "2019 forward equity sales agreement") to sell an aggregate of 15.6 million shares of its common stock (including shares sold through the exercise of underwriters’ options) at an initial net price of $34.46 per share, after underwriting discounts and commissions, which was subject to adjustments for: (i) accrued interest, (ii) the forward purchasers’ stock borrowing costs, and (iii) certain fixed price reductions during the term of the agreement. During the three months ended March 31, 2020, the Company settled all 15.6 million shares under the 2019 forward equity sales agreement at a weighted average net price of $34.18 per share, resulting in net proceeds of $534 million (total net proceeds of $1.06 billion, when aggregated with the net proceeds from settling ATM forward contracts, as discussed above). Therefore, at March 31, 2021, no shares remained outstanding under the 2019 forward equity sales agreement. Accumulated Other Comprehensive Income (Loss) The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): March 31, December 31, Unrealized gains (losses) on derivatives, net $ — $ (81) Supplemental Executive Retirement Plan minimum liability (3,497) (3,604) Total accumulated other comprehensive income (loss) $ (3,497) $ (3,685) |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of forward equity sales agreements using the treasury stock method and common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units, and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented. Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share. Refer to Note 12 for a discussion of the sale of shares under and settlement of forward sales agreements during the periods presented. The Company considered the potential dilution resulting from the forward agreements to the calculation of earnings per share. At inception, the agreements do not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to calculate the dilution, if any, resulting from the forward sales agreements during the period of time prior to settlement. The aggregate effect on the Company’s diluted weighted-average common shares for the three months ended March 31, 2021 and 2020 was zero and 0.8 million weighted-average incremental shares, respectively, from the forward equity sales agreements. The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended 2021 2020 Numerator Income (loss) from continuing operations $ (120,585) $ 147,132 Noncontrolling interests' share in continuing operations (3,306) (3,463) Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. (123,891) 143,669 Less: Participating securities' share in continuing operations (2,451) (1,616) Income (loss) from continuing operations applicable to common shares (126,342) 142,053 Income (loss) from discontinued operations 270,008 135,408 Noncontrolling interests' share in discontinued operations (329) 3 Net income (loss) applicable to common shares $ 143,337 $ 277,464 Numerator - Dilutive Net income (loss) applicable to common shares $ 143,337 $ 277,464 Add: distributions on dilutive convertible units and other — 2,515 Dilutive net income (loss) available to common shares $ 143,337 $ 279,979 Denominator Basic weighted average shares outstanding 538,679 506,476 Dilutive potential common shares - equity awards (1) — 318 Dilutive potential common shares - forward equity agreements (2) — 808 Dilutive potential common shares - DownREIT conversions — 7,443 Diluted weighted average common shares 538,679 515,045 Basic earnings (loss) per common share Continuing operations $ (0.23) $ 0.28 Discontinued operations 0.50 0.27 Net income (loss) applicable to common shares $ 0.27 $ 0.55 Diluted earnings (loss) per common share Continuing operations $ (0.23) $ 0.28 Discontinued operations 0.50 0.26 Net income (loss) applicable to common shares $ 0.27 $ 0.54 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). (2) For the three months ended March 31, 2021, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. For the three months ended March 31, 2020, represents the dilutive impact of 32 million shares that were settled during the three months then ended. For the three months ended March 31, 2021, diluted loss per common share is calculated using the weighted average common shares outstanding as a result of the Company generating a loss from continuing operations for the period. For the three months ended March 31, 2021, all 7 million shares issuable upon conversion of DownREIT units were not included because they are anti-dilutive. For the three months ended March 31, 2020, all 7 million DownREIT shares were dilutive. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Segment Disclosures The Company’s reportable segments, based on how its chief operating decision makers (“CODMs”) evaluates its business and allocates resources, are as follows: (i) life science, (ii) medical office, and (iii) CCRC. The Company has non-reportable segments that are comprised primarily of the Company’s interests in an unconsolidated senior housing joint venture and debt investments. The accounting policies of the segments are the same as those in Note 2 to the Consolidated Financial Statements in the Company’s 2020 Annual Report on Form 10-K filed with the SEC, as updated by Note 2 herein. In December 2020, the Company’s senior housing triple-net and SHOP portfolios were classified as discontinued operations and are no longer reportable segments. See Notes 1 and 5 for further information. In December 2020, as a result of a change in how operating results are reported to the Company's CODMs, the Company’s hospitals were reclassified from other non-reportable segments to the medical office segment and the Company’s one remaining unconsolidated investment in a senior housing joint venture was reclassified from the SHOP segment to other non-reportable segments. All prior period segment information has been recast to conform to the current period presentation. The Company evaluates performance based on property Adjusted NOI. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, income from direct financing leases, and government grant income and exclusive of interest income), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI include the Company’s share of income (loss) from unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) from consolidated joint ventures. Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. Additionally, management believes that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Non-segment assets consist of assets in the Company's other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, loans receivable, marketable equity securities, other assets, real estate assets held for sale and discontinued operations, and liabilities related to assets held for sale. The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2021: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 169,934 $ 160,201 $ 116,128 $ 9,013 $ — $ 455,276 Government grant income (1) — — 1,310 — — 1,310 Less: Interest income — — — (9,013) — (9,013) Healthpeak's share of unconsolidated joint venture total revenues 1,337 715 4,488 16,753 — 23,293 Healthpeak's share of unconsolidated joint venture government grant income — — 199 227 — 426 Noncontrolling interests' share of consolidated joint venture total revenues (65) (8,926) — — — (8,991) Operating expenses (39,461) (51,121) (91,179) — — (181,761) Healthpeak's share of unconsolidated joint venture operating expenses (425) (294) (4,745) (12,595) — (18,059) Noncontrolling interests' share of consolidated joint venture operating expenses 20 2,504 — — — 2,524 Adjustments to NOI (2) (11,810) (1,923) 20 112 — (13,601) Adjusted NOI 119,530 101,156 26,221 4,497 — 251,404 Plus: Adjustments to NOI (2) 11,810 1,923 (20) (112) — 13,601 Interest income — — — 9,013 — 9,013 Interest expense (102) (95) (1,918) — (44,728) (46,843) Depreciation and amortization (68,434) (57,954) (31,150) — — (157,538) General and administrative — — — — (24,902) (24,902) Transaction costs (32) (330) (432) (4) — (798) Impairments and loan loss reserves — — — (3,242) — (3,242) Gain (loss) on debt extinguishments — — — — (164,292) (164,292) Other income (expense), net 4 (2,279) 2,176 482 1,817 2,200 Less: Government grant income — — (1,310) — — (1,310) Less: Healthpeak's share of unconsolidated joint venture NOI (912) (421) 58 (4,385) — (5,660) Plus: Noncontrolling interests' share of consolidated joint venture NOI 45 6,422 — — — 6,467 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 61,909 48,422 (6,375) 6,249 (232,105) (121,900) Income tax benefit (expense) — — — — (8) (8) Equity income (loss) from unconsolidated joint ventures (93) 192 — 1,224 — 1,323 Income (loss) from continuing operations 61,816 48,614 (6,375) 7,473 (232,113) (120,585) Income (loss) from discontinued operations — — — — 270,008 270,008 Net income (loss) $ 61,816 $ 48,614 $ (6,375) $ 7,473 $ 37,895 $ 149,423 _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. For the three months ended March 31, 2020: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 128,883 $ 156,641 $ 91,780 $ 3,750 $ — $ 381,054 Less: Interest income — — — (3,688) — (3,688) Healthpeak's share of unconsolidated joint venture total revenues — 695 21,647 20,194 — 42,536 Noncontrolling interests' share of consolidated joint venture total revenues (52) (8,640) — — — (8,692) Operating expenses (30,201) (50,694) (156,482) — — (237,377) Healthpeak's share of unconsolidated joint venture operating expenses — (275) (18,037) (13,278) — (31,590) Noncontrolling interests' share of consolidated joint venture operating expenses 17 2,600 — — — 2,617 Adjustments to NOI (1) (4,280) (994) 91,561 (48) — 86,239 Adjusted NOI 94,367 99,333 30,469 6,930 — 231,099 Plus: Adjustments to NOI (1) 4,280 994 (91,561) 48 — (86,239) Interest income — — — 3,688 — 3,688 Interest expense (63) (102) (1,304) — (54,222) (55,691) Depreciation and amortization (50,211) (54,667) (20,229) (5) — (125,112) General and administrative — — — — (22,349) (22,349) Transaction costs — — (14,474) (89) — (14,563) Impairments and loan loss reserves — (2,706) — (8,401) — (11,107) Gain (loss) on sales of real estate, net — 2,109 — (40) — 2,069 Gain (loss) on debt extinguishments — — — — 833 833 Other income (expense), net — — 170,332 41,707 (1,386) 210,653 Less: Healthpeak's share of unconsolidated joint venture NOI — (420) (3,610) (6,916) — (10,946) Plus: Noncontrolling interests' share of consolidated joint venture NOI 35 6,040 — — — 6,075 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 48,408 50,581 69,623 36,922 (77,124) 128,410 Income tax benefit (expense) (2) — — — — 29,868 29,868 Equity income (loss) from unconsolidated joint ventures — 197 (1,880) (9,463) — (11,146) Income (loss) from continuing operations 48,408 50,778 67,743 27,459 (47,256) 147,132 Income (loss) from discontinued operations — — — — 135,408 135,408 Net income (loss) $ 48,408 $ 50,778 $ 67,743 $ 27,459 $ 88,152 $ 282,540 ______________________________________________________________________________ (1) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. (2) Income tax benefit (expense) for the quarter ended March 31, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $2.9 million net tax benefit recognized due to changes under the CARES Act, which resulted in net operating losses being utilized at a higher income tax rate than previously available. The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Segment 2021 2020 Life science $ 169,934 $ 128,883 Medical office 160,201 156,641 CCRC 116,128 91,780 Other non-reportable 9,013 3,750 Total revenues $ 455,276 $ 381,054 See Notes 3, 4, and 5 for significant transactions impacting the Company’s segment assets during the periods presented. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2021 2020 Supplemental cash flow information: Interest paid, net of capitalized interest $ 90,032 $ 71,621 Income taxes paid (refunded) 2,521 (1,673) Capitalized interest 5,453 6,970 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 107,798 126,185 Vesting of restricted stock units and conversion of non-managing member units into common stock 838 1,077 Net noncash impact from the consolidation of previously unconsolidated joint ventures — 323,138 Mortgages assumed with real estate acquisitions — 215,335 Refundable entrance fees assumed with real estate acquisitions — 307,954 Seller financing provided on disposition of real estate asset 559,745 — See Note 3 for a discussion of the impact of the 2019 MTCA with Brookdale on the Company’s consolidated balance sheets and statements of operations. The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization of real estate, in-place lease, and other intangibles $ — $ 64,164 Development, redevelopment, and other major improvements of real estate 3,861 11,252 Leasing costs, tenant improvements, and recurring capital expenditures 1,873 3,427 The following table summarizes cash, cash equivalents and restricted cash (in thousands): Three Months Ended March 31, 2021 2020 2021 2020 2021 2020 Continuing operations Discontinued operations Total Beginning of period: Cash and cash equivalents $ 44,226 $ 80,398 $ 53,085 $ 63,834 $ 97,311 $ 144,232 Restricted cash 67,206 13,385 17,168 27,040 84,374 40,425 Cash, cash equivalents and restricted cash $ 111,432 $ 93,783 $ 70,253 $ 90,874 $ 181,685 $ 184,657 End of period: Cash and cash equivalents $ 34,007 $ 716,750 $ 40,161 $ 66,791 $ 74,168 $ 783,541 Restricted cash 68,033 84,982 5,817 21,576 73,850 106,558 Cash, cash equivalents and restricted cash $ 102,040 $ 801,732 $ 45,978 $ 88,367 $ 148,018 $ 890,099 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities Unconsolidated Variable Interest Entities At March 31, 2021, the Company had investments in: (i) two properties leased to a VIE tenant, (ii) four unconsolidated VIE joint ventures, (iii) marketable debt securities of one VIE, and (iv) one loan to a VIE borrower. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (CCRC OpCo, development investments, and the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments. VIE Tenant. The Company leases two properties to one tenant that has been identified as a VIE (“VIE tenant”). The VIE tenant is a “thinly capitalized” entity that relies on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under its leases. CCRC OpCo. The Company holds a 49% ownership interest in CCRC OpCo, a joint venture entity formed in August 2014 that operates senior housing properties in a RIDEA structure and has been identified as a VIE. The equity members of CCRC OpCo “lack power” because they share certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consist of operating lease obligations to CCRC PropCo, debt service payments, capital expenditures, accounts payable, and expense accruals. Assets generated by the operations of CCRC OpCo (primarily rents from CCRC residents) 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). Refer to Note 3 for additional discussion related to transactions impacting CCRC OpCo. LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments). Development Investments. The Company holds investments (consisting of mezzanine debt and/or preferred equity) in two senior housing development joint ventures. The joint ventures are also capitalized by senior loans from a third party and equity from the third party managing-member, but are considered to be “thinly capitalized” as there is insufficient equity investment at risk. Debt Securities Investment. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. These securities are classified as held-to-maturity because the Company has the intent and ability to hold the securities until maturity. Seller Financing Loan. The Company provided seller financing related to its sale of seven senior housing triple-net facilities. The financing was provided in the form of a secured five–year mezzanine loan to a “thinly capitalized” borrower created to acquire the facilities. The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2021 was as follows (in thousands): VIE Type Asset/Liability Type Maximum Loss Exposure and Carrying Amount (1) Continuing operations: Loans receivable and unconsolidated joint ventures Loans receivable, net and Investments in unconsolidated joint ventures $ 21,970 Loan - seller financing Loans receivable, net 1,865 CMBS and LLC investment Marketable debt and LLC investment 35,610 Discontinued operations: VIE tenant - operating leases (2) Lease intangibles, net and straight-line rent receivables $ — _______________________________________ (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 March 31, 2021, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 3 and 8 for additional descriptions of the nature, purpose, and operating activities of the Company’s unconsolidated VIEs and interests therein. Consolidated Variable Interest Entities The Company’s consolidated total assets and total liabilities at March 31, 2021 and December 31, 2020 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company. Ventures V, LLC . The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures). Life Science JVs . The Company holds a 99% ownership interest in multiple joint venture entities that own and lease life science assets (the “Life Science JVs”). The Life Science JVs are VIEs as the members share in control of the entities, but substantially all of the activities are performed on behalf of the Company. The Company consolidates the Life Science JVs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Life Science JVs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Life Science JVs may only be used to settle their contractual obligations (primarily from capital expenditures). MSREI MOB JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures). Consolidated Lessees. The Company leases four senior housing properties to lessee entities under cash flow leases through which the Company receives monthly rent equal to the residual cash flows of the properties. The lessee entities are classified as VIEs as they are "thinly capitalized" entities. The Company consolidates the lessee entities as it has the ability to control the activities that most significantly impact the economic performance of the lessee entities. The lessee entities’ assets primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to the Company and operating expenses of the senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) may only be used to settle contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facility and debt costs). DownREITs . The Company holds a controlling ownership interest in and is the managing member of seven DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Exchange Accommodation Titleholder . During the year ended December 31, 2020, the Company acquired one life science facility (the "acquired property") using a reverse like-kind exchange structure pursuant to Section 1031 of the Code (a "reverse 1031 exchange") and as of March 31, 2021, the Company had not completed the reverse 1031 exchange. As such, the acquired property remained in the possession of an Exchange Accommodation Titleholder ("EAT") as of March 31, 2021. The EAT is classified as a VIE as it is a “thinly capitalized” entity. The Company consolidates the EAT because it has the ability to control the activities that most significantly impact the economic performance of the EAT and is, therefore, the primary beneficiary of the EAT. The property held by the EAT is reflected as real estate with a carrying value of $417 million as of March 31, 2021. The assets of the EAT primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of capital expenditures for the properties. Assets generated by the EAT may only be used to settle its contractual obligations (primarily from capital expenditures). Total assets and total liabilities include VIE assets and liabilities as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ 2,487,025 $ 2,988,599 Development costs and construction in progress 48,600 85,595 Land 341,842 433,574 Accumulated depreciation and amortization (533,328) (602,491) Net real estate 2,344,139 2,905,277 Accounts receivable, net 5,095 12,009 Cash and cash equivalents 16,464 16,550 Restricted cash 6 7,977 Intangible assets, net 89,692 179,027 Assets held for sale and discontinued operations, net 698,318 704,966 Right-of-use asset, net 89,017 95,407 Other assets, net 61,470 59,063 Total assets $ 3,304,201 $ 3,980,276 Liabilities Mortgage debt 4,537 39,085 Intangible liabilities, net 33,714 56,467 Liabilities related to assets held for sale and discontinued operations, net 186,562 190,919 Lease liability 90,397 97,605 Accounts payable, accrued liabilities, and other liabilities 53,438 102,391 Deferred revenue 31,279 90,183 Total liabilities $ 399,927 $ 576,650 Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ 633,243 $ 639,759 Development costs and construction in progress 103 68 Land 105,769 106,209 Accumulated depreciation and amortization (55,021) (57,235) Net real estate 684,094 688,801 Accounts receivable, net 1,885 1,700 Cash and cash equivalents 6,516 6,306 Restricted cash 1,388 3,124 Right-of-use asset, net 1,387 1,391 Other assets, net 3,048 3,644 Total assets $ 698,318 $ 704,966 Liabilities Mortgage debt $ 171,085 $ 176,702 Lease liability 1,387 1,392 Accounts payable, accrued liabilities, and other liabilities 12,119 11,003 Deferred revenue 1,971 1,822 Total liabilities $ 186,562 $ 190,919 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are immaterial at March 31, 2021 and December 31, 2020. The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): March 31, 2021 (3) December 31, 2020 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 740,142 $ 743,465 $ 195,375 $ 201,228 Marketable debt securities (2) 20,512 20,512 20,355 20,355 Bank line of credit and commercial paper (2) 1,038,150 1,038,150 129,590 129,590 Term loan (2) 249,243 249,243 249,182 249,182 Senior unsecured notes (1) 4,255,697 4,664,075 5,697,586 6,517,650 Mortgage debt (2)(4) 219,959 219,510 221,621 221,181 Interest-rate swap liabilities (2) — — 81 81 _______________________________________ (1) Level 1: Fair value calculated based on quoted prices in active markets. (2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt, and swaps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loan, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating. (3) During the three months ended March 31, 2021 and year ended December 31, 2020, there were no material transfers of financial assets or liabilities within the fair value hierarchy. (4) For the three months ended March 31, 2021 and year ended December 31, 2020, excludes mortgage debt on assets held for sale and discontinued operations of $278 million and $319 million, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial InstrumentsThe Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes.In March 2021, the Company repaid $39 million of variable rate secured debt on two SHOP assets classified as discontinued operations as of March 31, 2021 and terminated the two remaining related interest-rate swap contracts. Therefore, at March 31, 2021, the Company had no remaining interest-rate swap contracts. |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities, and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities | Accounts Payable, Accrued Liabilities, and Other Liabilities The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands): March 31, December 31, Refundable entrance fees $ 311,410 $ 317,444 Construction related accrued liabilities 107,798 95,293 Accrued interest 36,013 78,735 Other accounts payable and accrued liabilities 241,819 271,919 Accounts payable, accrued liabilities, and other liabilities $ 697,040 $ 763,391 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates. |
Government Grant Income | Government Grant Income On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2021, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic. Grant income is recognized when there is reasonable assurance that the grant will be received and the Company will comply with all conditions attached to the grant. Additionally, grants are recognized over the periods in which the Company recognizes the increased expenses and lost revenue the grants are intended to defray. As of March 31, 2021, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company had complied or will continue to comply with all grant conditions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in previous accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Historically, when credit losses were measured under previous accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. As a result of adopting ASU 2016-13 on January 1, 2020 using the modified retrospective transition approach, the Company recognized a cumulative-effect adjustment to equity of $2 million as of January 1, 2020. Under ASU 2016-13, the Company began using a loss model that relies on future expected credit losses, rather than incurred losses, as was required under historical GAAP. Under the new model, the Company is required to recognize future credit losses expected to be incurred over the life of its finance receivables, including loans receivable, direct financing leases (“DFLs”), and certain accounts receivable, at inception of those instruments. The model emphasizes historical experience and future market expectations to determine a loss to be recognized at inception. However, the model continues to be applied on an individual basis and rely on counter-party specific information to ensure the most accurate estimate is recognized. The Company reassesses its reserves on finance receivables at each balance sheet date to determine if an adjustment to the previous reserve is necessary. Accounting for Lease Concessions Related to COVID-19. In April 2020, the FASB staff issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under ASC 842, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease-by-lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. During the year ended December 31, 2020, the Company provided rent deferrals (to be repaid before the end of 2020) to certain tenants in its life science and medical office segments that were impacted by COVID-19 (discussed in further detail in Note 6). No such rent deferrals were provided to tenants during the three months ended March 31, 2021 and 2020. As it relates to these deferrals, the Company elected to not assess them on a lease-by-lease basis and to continue recognizing rent revenue on a straight-line basis. While the Company’s election for rent deferrals will be applied consistently to future deferrals of a similar nature, if the Company grants future lease concessions of a different type (such as rent abatements), it will make an election related to those concessions at that time. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Government Grant Receivables, CARES Act | The following table summarizes information related to government grant income received and recognized by the Company (in thousands): Three Months Ended 2021 2020 Government grant income recorded in other income (expense), net $ 1,310 $ — Government grant income recorded in equity income (loss) from unconsolidated joint ventures 426 — Government grant income recorded in income (loss) from discontinued operations 3,232 — Total government grants received $ 4,968 $ — |
Dispositions of Real Estate a_2
Dispositions of Real Estate and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Transferred to Qcp at the Spin-off Date | The following summarizes the assets and liabilities classified as discontinued operations at March 31, 2021 and December 31, 2020, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the consolidated balance sheets (in thousands): March 31, December 31, ASSETS Real estate: Buildings and improvements $ 1,174,263 $ 2,553,254 Development costs and construction in progress 11,136 21,509 Land 201,699 355,803 Accumulated depreciation and amortization (221,246) (615,708) Net real estate 1,165,852 2,314,858 Investments in and advances to unconsolidated joint ventures 5,776 5,842 Accounts receivable, net of allowance of $5,132 and $5,873 13,976 20,500 Cash and cash equivalents 40,161 53,085 Restricted cash 5,817 17,168 Intangible assets, net 8,539 24,541 Right-of-use asset, net 937 4,109 Other assets, net (1) 43,224 103,965 Total assets of discontinued operations, net 1,284,282 2,544,068 Total medical office assets held for sale, net (2) 90,225 82,238 Assets held for sale and discontinued operations, net $ 1,374,507 $ 2,626,306 LIABILITIES Mortgage debt 278,172 318,876 Lease liability 935 3,189 Accounts payable, accrued liabilities, and other liabilities 41,977 79,411 Deferred revenue 3,985 11,442 Total liabilities of discontinued operations, net 325,069 412,918 Total liabilities related to medical office assets held for sale, net (2) 3,098 2,819 Liabilities related to assets held for sale and discontinued operations, net $ 328,167 $ 415,737 _______________________________________ (1) Includes goodwill of $29 million as of March 31, 2021 and December 31, 2020. (2) Primarily comprised of eight MOBs with net real estate assets of $81 million and deferred revenue of $2 million as of March 31, 2021 and six MOBs with net estate assets of $73 million and deferred revenue of $2 million as of December 31, 2020. The results of discontinued operations through March 31, 2021, or the disposal date of each asset or portfolio of assets if they have been sold, are included in the consolidated results for the three months ended March 31, 2021 and 2020. Summarized financial information for discontinued operations for the three months ended March 31, 2021 and 2020 are as follows (in thousands): Three Months Ended March 31, 2021 2020 Revenues: Rental and related revenues $ 5,228 $ 32,371 Resident fees and services 72,998 171,726 Total revenues 78,226 204,097 Costs and expenses: Interest expense 2,676 2,685 Depreciation and amortization — 64,164 Operating 71,519 138,637 Transaction costs 76 285 Impairments and loan loss reserves (recoveries), net — 28,016 Total costs and expenses 74,271 233,787 Other income (expense): Gain (loss) on sales of real estate, net 259,662 162,800 Other income (expense), net 5,885 (45) Total other income (expense), net 265,547 162,755 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 269,502 133,065 Income tax benefit (expense) 821 3,176 Equity income (loss) from unconsolidated joint ventures (315) (833) Income (loss) from discontinued operations $ 270,008 $ 135,408 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Company's Lease Income | The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended 2021 2020 Fixed income from operating leases $ 262,937 $ 226,226 Variable income from operating leases 65,035 56,091 Interest income from direct financing leases 2,163 3,269 |
Schedule of Components of Net Investment in DFLs | Net investment in DFLs consists of the following (dollars in thousands): March 31, December 31, Present value of minimum lease payments receivable $ 7,758 $ 9,804 Present value of estimated residual value 44,706 44,706 Less deferred selling profits (7,758) (9,804) Net investment in direct financing leases $ 44,706 $ 44,706 Properties subject to direct financing leases 1 1 |
Schedule of Other Lease Information | The following table provides supplemental cash flow information regarding the Company’s leases for which it is the lessee, such as ground leases (dollars in thousands): Three Months Ended Supplemental Cash Flow Information: 2021 2020 Right-of-use asset obtained in exchange for new lease liability: Operating leases $ 5,020 $ — |
Loans Receivable (Tables)
Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | The following table summarizes the Company’s loans receivable (in thousands): March 31, 2021 December 31, 2020 Secured loans (1) $ 724,389 $ 161,530 Mezzanine and other 44,513 44,347 Unamortized discounts, fees, and costs (14,626) (222) Reserve for loan losses (14,134) (10,280) Loans receivable, net $ 740,142 $ 195,375 _______________________________________ |
Schedule of Financing Receivable Credit Quality Indicators and by Year of Origination | The following table summarizes, by year of origination, the Company’s internal ratings for loans receivable, net of unamortized discounts, fees, and costs and reserves for loan losses, as of March 31, 2021 (dollars in thousands): Investment Type Year of Origination Total 2021 2020 2019 2018 2017 Prior Secured loans Risk rating: Performing loans $ 543,310 $ 96,665 $ 63,381 $ — $ — $ — $ 703,356 Watch list loans — — — — — — — Workout loans — — — — — — — Total secured loans $ 543,310 $ 96,665 $ 63,381 $ — $ — $ — $ 703,356 Mezzanine and other Risk rating: Performing loans $ 12,274 $ 12,113 $ 10,535 $ — $ — $ — $ 34,922 Watch list loans — — — — — 1,864 1,864 Workout loans — — — — — — — Total mezzanine and other $ 12,274 $ 12,113 $ 10,535 $ — $ — $ 1,864 $ 36,786 |
Schedule of Financing Receivable, Allowance for Credit Loss | The following table summarizes the Company’s reserve for loan losses (in thousands): March 31, 2021 December 31, 2020 Secured Loans Mezzanine and Other Total Secured Loans Mezzanine and Other Total Reserve for loan losses, beginning of period $ 3,152 $ 7,128 $ 10,280 $ — $ — $ — Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings — — — 513 907 1,420 Provision for expected loan losses 2,740 1,114 3,854 2,639 6,221 8,860 Reserve for loan losses, end of period $ 5,892 $ 8,242 $ 14,134 $ 3,152 $ 7,128 $ 10,280 |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The Company owns interests in the following entities that are accounted for under the equity method, excluding investments classified as discontinued operations (dollars in thousands): Carrying Amount March 31, December 31, Entity (1)(2) Segment Property Count (3) Ownership % (3) 2021 2020 SWF SH JV (4) Other 19 54 $ 349,804 $ 357,581 Life Science JV (5) Life science 1 49 24,786 24,879 Medical Office JVs (6) Medical office 3 20 - 67 9,613 9,673 Other JVs (7) Other — 41 - 47 9,157 9,157 CCRC JV (8) CCRC 2 49 6,481 1,581 $ 399,841 $ 402,871 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Excludes the Otay Ranch JV (90% ownership percentage), which is classified as discontinued operations and had an aggregate carrying value of $6 million at March 31, 2021 and December 31, 2020 (see Note 5). In April 2021, the Company sold its share of the SHOP property in the Otay Ranch JV for $32 million. (3) Property count and ownership percentage are as of March 31, 2021. (4) In December 2019, the Company formed the SWF SH JV with a sovereign wealth fund. (5) In December 2020, the Company acquired a joint venture interest in a life science facility in Cambridge, Massachusetts (see Note 4). (6) Includes three unconsolidated medical office joint ventures (and the Company’s ownership percentage): (i) Ventures IV (20%); (ii) Ventures III (30%); and (iii) Suburban Properties, LLC (67%). (7) Includes two unconsolidated other joint ventures (and the Company’s ownership percentage): (i) Discovery Naples JV (41%) and (ii) Discovery Sarasota JV (47%). The Discovery Naples JV and Discovery Sarasota JV are joint ventures that have developed or are developing senior housing facilities and the Company’s investments in those joint ventures are preferred equity investments earning a 10% per annum fixed-rate return. In April 2021, the Company sold these two preferred equity investments for carrying value as part of the Discovery SHOP Portfolio disposition (see Note 5). (8) See Note 3 for discussion of the 2019 MTCA with Brookdale, including the acquisition of Brookdale’s interest in 13 of the 15 communities in the CCRC JV in January 2020. |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangibles [Abstract] | |
Schedule of Intangible Lease Assets | Intangible assets primarily consist of lease-up intangibles and above market tenant lease intangibles. The following table summarizes the Company’s intangible lease assets (dollars in thousands): Intangible lease assets March 31, December 31, Gross intangible lease assets $ 758,424 $ 761,328 Accumulated depreciation and amortization (262,505) (241,411) Intangible assets, net (1) $ 495,919 $ 519,917 Weighted average remaining amortization period in years 6 5 _______________________________________ (1) Excludes intangible assets reported in assets held for sale and discontinued operations, net of $9 million and $25 million as of March 31, 2021 and December 31, 2020, respectively. |
Schedule of Intangible Lease Liabilities | Intangible liabilities consist of below market lease intangibles. The following table summarizes the Company’s intangible lease liabilities (dollars in thousands): Intangible lease liabilities March 31, December 31, Gross intangible lease liabilities $ 193,140 $ 194,565 Accumulated depreciation and amortization (54,523) (50,366) Intangible liabilities, net $ 138,617 $ 144,199 Weighted average remaining amortization period in years 8 8 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Issuances | The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the three months ended March 31, 2021 (dollars in thousands): Payoff Date (1) Amount Coupon Rate Maturity Year January 28, 2021 $ 112,000 4.25 % 2023 January 28, 2021 $ 201,000 4.20 % 2024 January 28, 2021 $ 469,000 3.88 % 2024 February 26, 2021 $ 188,000 4.25 % 2023 February 26, 2021 $ 149,000 4.20 % 2024 February 26, 2021 $ 331,000 3.88 % 2024 _______________________________________ (1) Upon completing the repurchases and redemptions of all outstanding 4.25%, 4.20%, and 3.88% senior unsecured notes due in 2023 and 2024, the Company recognized a $164 million loss on debt extinguishment. The following table summarizes the Company’s senior unsecured notes issuances during the year ended December 31, 2020 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year Year ended December 31, 2020: June 23, 2020 $ 600,000 2.88 % 2031 The following table summarizes the Company’s senior unsecured notes repurchases and redemptions during the year ended December 31, 2020 (dollars in thousands): Payoff Date Amount Coupon Rate Maturity Year Year ended December 31, 2020: July 9, 2020 (1) $ 300,000 3.15 % 2022 June 24, 2020 (2) $ 250,000 4.25 % 2023 _______________________________________ (1) Upon completing the redemption of all outstanding 3.15% senior unsecured notes due in 2022, the Company recognized an $18 million loss on debt extinguishment. (2) Upon repurchasing a portion of the 4.25% senior unsecured notes due in 2023, the Company recognized a $26 million loss on debt extinguishment. |
Summary of Debt Maturities and Schedule Principal Repayments | The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2021 (in thousands): Senior Unsecured Notes (2) Mortgage Debt (3) Year Bank Line of Commercial Paper (1) Term Loan Amount Interest Rate Amount Interest Rate Total 2021 (nine months) $ — $ — $ — $ — — % $ 11,572 4.86 % $ 11,572 2022 — — — — — % 4,843 3.80 % 4,843 2023 110,000 928,150 — — — % 89,874 3.80 % 1,128,024 2024 — — 250,000 — — % 3,050 3.80 % 253,050 2025 — — — 1,350,000 3.93 % 3,209 3.80 % 1,353,209 Thereafter — — — 2,950,000 3.68 % 102,789 3.54 % 3,052,789 110,000 928,150 250,000 4,300,000 215,337 5,803,487 (Discounts), premium and debt costs, net — — (757) (44,303) 4,622 (40,438) 110,000 928,150 249,243 4,255,697 219,959 5,763,049 Debt on assets held for sale and discontinued operations (4) — — — — 278,172 278,172 $ 110,000 $ 928,150 $ 249,243 $ 4,255,697 $ 498,131 $ 6,041,221 _______________________________________ (1) Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, we calculate the weighted average remaining term of our Commercial Paper Program borrowings using the maturity date of our Revolving Facility. (2) Effective interest rates on the senior notes range from 3.10% to 6.91% with a weighted average effective interest rate of 3.77% and a weighted average maturity of 8 years. (3) Excluding mortgage debt on assets classified as held for sale and discontinued operations, effective interest rates on the mortgage debt range from 3.42% to 5.91% with a weighted average effective interest rate of 3.73% and a weighted average maturity of 4 years. (4) Represents mortgage debt on assets held for sale and discontinued operations with interest rates ranging from 3.45% to 5.88% that mature between 2025 and 2044. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other comprehensive Loss | The following table summarizes the Company’s accumulated other comprehensive income (loss) (in thousands): March 31, December 31, Unrealized gains (losses) on derivatives, net $ — $ (81) Supplemental Executive Retirement Plan minimum liability (3,497) (3,604) Total accumulated other comprehensive income (loss) $ (3,497) $ (3,685) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended 2021 2020 Numerator Income (loss) from continuing operations $ (120,585) $ 147,132 Noncontrolling interests' share in continuing operations (3,306) (3,463) Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. (123,891) 143,669 Less: Participating securities' share in continuing operations (2,451) (1,616) Income (loss) from continuing operations applicable to common shares (126,342) 142,053 Income (loss) from discontinued operations 270,008 135,408 Noncontrolling interests' share in discontinued operations (329) 3 Net income (loss) applicable to common shares $ 143,337 $ 277,464 Numerator - Dilutive Net income (loss) applicable to common shares $ 143,337 $ 277,464 Add: distributions on dilutive convertible units and other — 2,515 Dilutive net income (loss) available to common shares $ 143,337 $ 279,979 Denominator Basic weighted average shares outstanding 538,679 506,476 Dilutive potential common shares - equity awards (1) — 318 Dilutive potential common shares - forward equity agreements (2) — 808 Dilutive potential common shares - DownREIT conversions — 7,443 Diluted weighted average common shares 538,679 515,045 Basic earnings (loss) per common share Continuing operations $ (0.23) $ 0.28 Discontinued operations 0.50 0.27 Net income (loss) applicable to common shares $ 0.27 $ 0.55 Diluted earnings (loss) per common share Continuing operations $ (0.23) $ 0.28 Discontinued operations 0.50 0.26 Net income (loss) applicable to common shares $ 0.27 $ 0.54 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). (2) For the three months ended March 31, 2021, forward sales agreements had no dilutive impact as all agreements were settled prior to the start of the period. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Financial Information of Reportable Segments | The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2021: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 169,934 $ 160,201 $ 116,128 $ 9,013 $ — $ 455,276 Government grant income (1) — — 1,310 — — 1,310 Less: Interest income — — — (9,013) — (9,013) Healthpeak's share of unconsolidated joint venture total revenues 1,337 715 4,488 16,753 — 23,293 Healthpeak's share of unconsolidated joint venture government grant income — — 199 227 — 426 Noncontrolling interests' share of consolidated joint venture total revenues (65) (8,926) — — — (8,991) Operating expenses (39,461) (51,121) (91,179) — — (181,761) Healthpeak's share of unconsolidated joint venture operating expenses (425) (294) (4,745) (12,595) — (18,059) Noncontrolling interests' share of consolidated joint venture operating expenses 20 2,504 — — — 2,524 Adjustments to NOI (2) (11,810) (1,923) 20 112 — (13,601) Adjusted NOI 119,530 101,156 26,221 4,497 — 251,404 Plus: Adjustments to NOI (2) 11,810 1,923 (20) (112) — 13,601 Interest income — — — 9,013 — 9,013 Interest expense (102) (95) (1,918) — (44,728) (46,843) Depreciation and amortization (68,434) (57,954) (31,150) — — (157,538) General and administrative — — — — (24,902) (24,902) Transaction costs (32) (330) (432) (4) — (798) Impairments and loan loss reserves — — — (3,242) — (3,242) Gain (loss) on debt extinguishments — — — — (164,292) (164,292) Other income (expense), net 4 (2,279) 2,176 482 1,817 2,200 Less: Government grant income — — (1,310) — — (1,310) Less: Healthpeak's share of unconsolidated joint venture NOI (912) (421) 58 (4,385) — (5,660) Plus: Noncontrolling interests' share of consolidated joint venture NOI 45 6,422 — — — 6,467 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 61,909 48,422 (6,375) 6,249 (232,105) (121,900) Income tax benefit (expense) — — — — (8) (8) Equity income (loss) from unconsolidated joint ventures (93) 192 — 1,224 — 1,323 Income (loss) from continuing operations 61,816 48,614 (6,375) 7,473 (232,113) (120,585) Income (loss) from discontinued operations — — — — 270,008 270,008 Net income (loss) $ 61,816 $ 48,614 $ (6,375) $ 7,473 $ 37,895 $ 149,423 _______________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. For the three months ended March 31, 2020: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 128,883 $ 156,641 $ 91,780 $ 3,750 $ — $ 381,054 Less: Interest income — — — (3,688) — (3,688) Healthpeak's share of unconsolidated joint venture total revenues — 695 21,647 20,194 — 42,536 Noncontrolling interests' share of consolidated joint venture total revenues (52) (8,640) — — — (8,692) Operating expenses (30,201) (50,694) (156,482) — — (237,377) Healthpeak's share of unconsolidated joint venture operating expenses — (275) (18,037) (13,278) — (31,590) Noncontrolling interests' share of consolidated joint venture operating expenses 17 2,600 — — — 2,617 Adjustments to NOI (1) (4,280) (994) 91,561 (48) — 86,239 Adjusted NOI 94,367 99,333 30,469 6,930 — 231,099 Plus: Adjustments to NOI (1) 4,280 994 (91,561) 48 — (86,239) Interest income — — — 3,688 — 3,688 Interest expense (63) (102) (1,304) — (54,222) (55,691) Depreciation and amortization (50,211) (54,667) (20,229) (5) — (125,112) General and administrative — — — — (22,349) (22,349) Transaction costs — — (14,474) (89) — (14,563) Impairments and loan loss reserves — (2,706) — (8,401) — (11,107) Gain (loss) on sales of real estate, net — 2,109 — (40) — 2,069 Gain (loss) on debt extinguishments — — — — 833 833 Other income (expense), net — — 170,332 41,707 (1,386) 210,653 Less: Healthpeak's share of unconsolidated joint venture NOI — (420) (3,610) (6,916) — (10,946) Plus: Noncontrolling interests' share of consolidated joint venture NOI 35 6,040 — — — 6,075 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 48,408 50,581 69,623 36,922 (77,124) 128,410 Income tax benefit (expense) (2) — — — — 29,868 29,868 Equity income (loss) from unconsolidated joint ventures — 197 (1,880) (9,463) — (11,146) Income (loss) from continuing operations 48,408 50,778 67,743 27,459 (47,256) 147,132 Income (loss) from discontinued operations — — — — 135,408 135,408 Net income (loss) $ 48,408 $ 50,778 $ 67,743 $ 27,459 $ 88,152 $ 282,540 ______________________________________________________________________________ (1) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. (2) Income tax benefit (expense) for the quarter ended March 31, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $2.9 million net tax benefit recognized due to changes under the CARES Act, which resulted in net operating losses being utilized at a higher income tax rate than previously available. |
Schedule of Reconciliation of Company's Revenues by Segment | The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended Segment 2021 2020 Life science $ 169,934 $ 128,883 Medical office 160,201 156,641 CCRC 116,128 91,780 Other non-reportable 9,013 3,750 Total revenues $ 455,276 $ 381,054 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2021 2020 Supplemental cash flow information: Interest paid, net of capitalized interest $ 90,032 $ 71,621 Income taxes paid (refunded) 2,521 (1,673) Capitalized interest 5,453 6,970 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 107,798 126,185 Vesting of restricted stock units and conversion of non-managing member units into common stock 838 1,077 Net noncash impact from the consolidation of previously unconsolidated joint ventures — 323,138 Mortgages assumed with real estate acquisitions — 215,335 Refundable entrance fees assumed with real estate acquisitions — 307,954 Seller financing provided on disposition of real estate asset 559,745 — The following table summarizes certain cash flow information related to assets classified as discontinued operations (in thousands): Three Months Ended March 31, 2021 2020 Depreciation and amortization of real estate, in-place lease, and other intangibles $ — $ 64,164 Development, redevelopment, and other major improvements of real estate 3,861 11,252 Leasing costs, tenant improvements, and recurring capital expenditures 1,873 3,427 |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table summarizes cash, cash equivalents and restricted cash (in thousands): Three Months Ended March 31, 2021 2020 2021 2020 2021 2020 Continuing operations Discontinued operations Total Beginning of period: Cash and cash equivalents $ 44,226 $ 80,398 $ 53,085 $ 63,834 $ 97,311 $ 144,232 Restricted cash 67,206 13,385 17,168 27,040 84,374 40,425 Cash, cash equivalents and restricted cash $ 111,432 $ 93,783 $ 70,253 $ 90,874 $ 181,685 $ 184,657 End of period: Cash and cash equivalents $ 34,007 $ 716,750 $ 40,161 $ 66,791 $ 74,168 $ 783,541 Restricted cash 68,033 84,982 5,817 21,576 73,850 106,558 Cash, cash equivalents and restricted cash $ 102,040 $ 801,732 $ 45,978 $ 88,367 $ 148,018 $ 890,099 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2021 was as follows (in thousands): VIE Type Asset/Liability Type Maximum Loss Exposure and Carrying Amount (1) Continuing operations: Loans receivable and unconsolidated joint ventures Loans receivable, net and Investments in unconsolidated joint ventures $ 21,970 Loan - seller financing Loans receivable, net 1,865 CMBS and LLC investment Marketable debt and LLC investment 35,610 Discontinued operations: VIE tenant - operating leases (2) Lease intangibles, net and straight-line rent receivables $ — _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default. |
Consolidated Assets and Liabilities of Variable Interest Entities | Total assets and total liabilities include VIE assets and liabilities as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ 2,487,025 $ 2,988,599 Development costs and construction in progress 48,600 85,595 Land 341,842 433,574 Accumulated depreciation and amortization (533,328) (602,491) Net real estate 2,344,139 2,905,277 Accounts receivable, net 5,095 12,009 Cash and cash equivalents 16,464 16,550 Restricted cash 6 7,977 Intangible assets, net 89,692 179,027 Assets held for sale and discontinued operations, net 698,318 704,966 Right-of-use asset, net 89,017 95,407 Other assets, net 61,470 59,063 Total assets $ 3,304,201 $ 3,980,276 Liabilities Mortgage debt 4,537 39,085 Intangible liabilities, net 33,714 56,467 Liabilities related to assets held for sale and discontinued operations, net 186,562 190,919 Lease liability 90,397 97,605 Accounts payable, accrued liabilities, and other liabilities 53,438 102,391 Deferred revenue 31,279 90,183 Total liabilities $ 399,927 $ 576,650 Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ 633,243 $ 639,759 Development costs and construction in progress 103 68 Land 105,769 106,209 Accumulated depreciation and amortization (55,021) (57,235) Net real estate 684,094 688,801 Accounts receivable, net 1,885 1,700 Cash and cash equivalents 6,516 6,306 Restricted cash 1,388 3,124 Right-of-use asset, net 1,387 1,391 Other assets, net 3,048 3,644 Total assets $ 698,318 $ 704,966 Liabilities Mortgage debt $ 171,085 $ 176,702 Lease liability 1,387 1,392 Accounts payable, accrued liabilities, and other liabilities 12,119 11,003 Deferred revenue 1,971 1,822 Total liabilities $ 186,562 $ 190,919 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Summary of Carry Amounts and Fair Value of Financial Instruments | The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): March 31, 2021 (3) December 31, 2020 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 740,142 $ 743,465 $ 195,375 $ 201,228 Marketable debt securities (2) 20,512 20,512 20,355 20,355 Bank line of credit and commercial paper (2) 1,038,150 1,038,150 129,590 129,590 Term loan (2) 249,243 249,243 249,182 249,182 Senior unsecured notes (1) 4,255,697 4,664,075 5,697,586 6,517,650 Mortgage debt (2)(4) 219,959 219,510 221,621 221,181 Interest-rate swap liabilities (2) — — 81 81 _______________________________________ (1) Level 1: Fair value calculated based on quoted prices in active markets. (2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) for loans receivable, net, mortgage debt, and swaps, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loan, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating. (3) During the three months ended March 31, 2021 and year ended December 31, 2020, there were no material transfers of financial assets or liabilities within the fair value hierarchy. (4) For the three months ended March 31, 2021 and year ended December 31, 2020, excludes mortgage debt on assets held for sale and discontinued operations of $278 million and $319 million, respectively. |
Accounts Payable, Accrued Lia_2
Accounts Payable, Accrued Liabilities, and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities, excluding accounts payable, accrued liabilities, and other liabilities related to assets classified as discontinued operations (in thousands): March 31, December 31, Refundable entrance fees $ 311,410 $ 317,444 Construction related accrued liabilities 107,798 95,293 Accrued interest 36,013 78,735 Other accounts payable and accrued liabilities 241,819 271,919 Accounts payable, accrued liabilities, and other liabilities $ 697,040 $ 763,391 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Government Grant Income (Details) - Government Assistance, CARES Act - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income | $ 4,968 | $ 0 |
Government grant income recorded in other income (expense), net | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income | 1,310 | 0 |
Government grant income recorded in equity income (loss) from unconsolidated joint ventures | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income | 426 | 0 |
Government grant income recorded in income (loss) from discontinued operations | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income | $ 3,232 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect adjustment | $ 7,316,682 | $ 7,344,572 | $ 7,813,443 | $ 6,667,474 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect adjustment | $ 2,000 | $ (1,524) | [1] | |||
[1] | On January 1, 2020, the Company adopted a series of Accounting Standards Updates (“ASUs”) related to accounting for credit losses and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption. |
Master Transactions and Coope_2
Master Transactions and Cooperation Agreement with Brookdale (Details) | Jan. 31, 2020USD ($)propertylease | Dec. 31, 2020USD ($)property | Oct. 31, 2019USD ($)property | Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($)property | Dec. 31, 2020USD ($)property | Jan. 31, 2021property |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 15 | ||||||
Number of properties disposed | property | 18 | ||||||
Capital investment | $ 5,000,000 | $ 5,000,000 | |||||
Gain upon change of control, net | $ 1,042,000 | $ 167,434,000 | |||||
Long-term debt | 6,041,221,000 | ||||||
Gain on sales of real estate, net | $ 0 | $ 2,069,000 | |||||
Measurement Input, Discount Rate | Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Measurement input | 0.10 | ||||||
Measurement Input, Discount Rate | Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Measurement input | 0.12 | ||||||
Measurement Input, Annual Rent Escalators | Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Measurement input | 0.02 | ||||||
Measurement Input, Annual Rent Escalators | Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Measurement input | 0.03 | ||||||
Measurement Input, Cap Rate | Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Measurement input | 0.07 | ||||||
Measurement Input, Cap Rate | Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Measurement input | 0.09 | ||||||
Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of properties disposed | property | 18 | 18 | |||||
Cash proceeds | $ 385,000,000 | ||||||
Gain on sales of real estate, net | $ 164,000,000 | ||||||
CCRC JV | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 2 | ||||||
Investment ownership percentage | 49.00% | 49.00% | |||||
Equity method investments | $ 1,581,000 | $ 6,481,000 | $ 1,581,000 | ||||
CCRC JV | Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Interest acquired | 51.00% | ||||||
Purchase cost | $ 1,060,000,000 | ||||||
Management termination fee | $ 100,000,000 | ||||||
Number of assets to be sold | property | 2 | ||||||
CCRC JV | Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 15 | ||||||
Number of properties acquired | property | 13 | 13 | |||||
Equity method investments | $ 323,000,000 | ||||||
Real estate and intangible assets | $ 1,800,000,000 | ||||||
Refundable entrance fee liabilities | 308,000,000 | ||||||
Non-refundable entrance fee liabilities | 436,000,000 | ||||||
Long-term debt | 215,000,000 | ||||||
Working capital | 48,000,000 | ||||||
Cash paid | $ 396,000,000 | ||||||
CCRC JV | Brookedale MTCA | Government grant income recorded in other income (expense), net | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Gain upon change of control, net | $ 170,000,000 | ||||||
Senior Housing Triple-Net | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of assets to be sold | property | 21 | ||||||
2019 Amended Master Lease | Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Annual rent escalator | 2.40% | ||||||
Assets Leased to Others | 2019 Amended Master Lease | Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of properties to be restructured | property | 24 | 24 | |||||
Number of leases to be terminated | 1 | 1 | |||||
Percent of sales proceeds | 6.50% | ||||||
Number of properties to be reallocated | property | 14 | ||||||
Future rent | $ 20,000,000 | ||||||
Capital investment | $ 35,000,000 | ||||||
Capital investment term | 5 years | ||||||
Annual percent increase | 7.00% | ||||||
Other Non-reportable Segments | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of assets to be sold | property | 1 | ||||||
Other Non-reportable Segments | Assets Leased to Others | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 1 | 1 | |||||
Other Non-reportable Segments | Assets Leased to Others | Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 13 | ||||||
Other Non-reportable Segments | Assets Leased to Others | CCRC JV | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 15 | ||||||
Other Non-reportable Segments | Assets Leased to Others | CCRC JV | Brookedale MTCA | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 13 | ||||||
Senior Housing Triple-Net | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of assets to be sold | property | 18 | ||||||
Senior Housing Triple-Net | Assets Leased to Others | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Property count | property | 43 |
Real Estate Transactions - Real
Real Estate Transactions - Real Estate Investments (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2021USD ($)property | Feb. 28, 2021USD ($)property | Dec. 31, 2020USD ($)property | Nov. 30, 2020USD ($)property | Oct. 31, 2020USD ($)aproperty | Jul. 31, 2020USD ($)property | Apr. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020asset | |
Real Estate [Line Items] | ||||||||||
Loss from change of control | $ (1,042,000) | $ (167,434,000) | ||||||||
Debt assumed | $ 5,803,487,000 | |||||||||
Life science joint ventures | ||||||||||
Real Estate [Line Items] | ||||||||||
Investment ownership percentage | 49.00% | |||||||||
Waldwick | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Investment ownership percentage | 100.00% | |||||||||
Additional ownership percentage acquired | 15.00% | |||||||||
Payments to acquire real estate joint ventures | $ 4,000,000 | |||||||||
Gain from change of control, net | $ 6,000,000 | |||||||||
Mbk Jv | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Proceeds from divestiture of interest in joint venture | $ 11,000,000 | |||||||||
Loss from change of control | 16,000,000 | |||||||||
Debt assumed | 36,000,000 | |||||||||
San Francisco, California | ||||||||||
Real Estate [Line Items] | ||||||||||
Area of land | a | 12 | |||||||||
Payments to acquire land | $ 128,000,000 | |||||||||
Number of adjacent sites currently held | property | 2 | |||||||||
Payments for deposits on real estate acquisitions | $ 10,000,000 | |||||||||
San Francisco, California | Subsequent Event | First Tranche | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire land | $ 61,000,000 | |||||||||
Massachusetts | ||||||||||
Real Estate [Line Items] | ||||||||||
Payments to acquire real estate | $ 54,000,000 | |||||||||
Massachusetts | Life science joint ventures | ||||||||||
Real Estate [Line Items] | ||||||||||
Investment ownership percentage | 49.00% | 49.00% | ||||||||
Medical office | Subsequent Event | Mortgage Debt | ||||||||||
Real Estate [Line Items] | ||||||||||
Amount | $ 142,000,000 | |||||||||
Medical office | TENNESSEE | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Payments to acquire real estate | $ 13,000,000 | |||||||||
Medical office | COLORADO | Subsequent Event | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Payments to acquire real estate | $ 38,000,000 | |||||||||
Medical office | UNITED STATES | Subsequent Event | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 14 | |||||||||
Payments to acquire real estate | $ 371,000,000 | |||||||||
Medical office | ARIZONA | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Payments to acquire real estate | $ 27,000,000 | |||||||||
Medical office | Indiana, Missouri, Illinois | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 7 | |||||||||
Payments to acquire real estate | $ 169,000,000 | |||||||||
Medical office | T X | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 | |||||||||
Payments to acquire real estate | $ 34,000,000 | |||||||||
Life science | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | asset | 1 | |||||||||
Life science | Massachusetts | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 3 | |||||||||
Payments to acquire real estate | $ 610,000,000 | $ 320,000,000 | ||||||||
Land parcel | Mbk Jv | ||||||||||
Real Estate [Line Items] | ||||||||||
Number of properties acquired | property | 1 |
Real Estate Transactions - Deve
Real Estate Transactions - Development Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Real Estate [Line Items] | ||||
Development and redevelopment projects, amount increase | $ 9,000 | |||
Development commitments | $ 315,000 | 315,000 | ||
Depreciation and amortization of real estate, in-place lease, and other intangibles | 157,538 | $ 125,112 | ||
Decrease to income (loss) from continuing operations | $ 120,585 | $ (147,132) | ||
Continuing operations basic earnings per share (in dollars per share) | $ (0.23) | $ 0.28 | ||
Continuing operations diluted earnings per share (in dollars per share) | $ (0.23) | $ 0.28 | ||
Life science | ||||
Real Estate [Line Items] | ||||
Weighted average remaining useful life | 6 years | 15 years | ||
Depreciation and amortization of real estate, in-place lease, and other intangibles | $ 3,000 | |||
Decrease to income (loss) from continuing operations | $ 3,000 | |||
Continuing operations basic earnings per share (in dollars per share) | $ 0.01 | |||
Continuing operations diluted earnings per share (in dollars per share) | $ 0.01 |
Dispositions of Real Estate a_3
Dispositions of Real Estate and Discontinued Operations - Dispositions of Real Estate (Details) | Jan. 31, 2020USD ($)property | Apr. 30, 2021USD ($)property | Feb. 28, 2021USD ($)property | Jan. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Oct. 31, 2020USD ($)property | Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($)property | Dec. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Net cash provided by financing activities | $ (924,119,000) | $ 761,421,000 | ||||||||
Gain on sales of real estate, net | 0 | $ 2,069,000 | ||||||||
Number of properties disposed | property | 18 | |||||||||
Disposal Group, Disposed of by Means Other than Sale, Not Discontinued Operations, Abandonment | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain on sales of real estate, net | $ 283,000,000 | |||||||||
Discontinued Operations | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain on sales of real estate, net | $ 193,000,000 | |||||||||
Brookedale MTCA | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain on sales of real estate, net | $ 164,000,000 | |||||||||
Number of properties disposed | property | 18 | 18 | ||||||||
Sunrise Senior Housing Portfolio | SHOP | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Net cash provided by financing activities | $ 410,000,000 | |||||||||
Capital expenditure funding, amount committed | 92,000,000 | |||||||||
Capital expenditure funding, amount funded | 0 | |||||||||
SHOP | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 230,000,000 | 5,000,000 | $ 36,000,000 | $ 190,000,000 | ||||||
Net cash provided by financing activities | 150,000,000 | |||||||||
Gain on sales of real estate, net | 59,000,000 | $ (16,000,000) | ||||||||
SHOP | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 13,000,000 | |||||||||
SHOP | Atria SHOP Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 12 | |||||||||
Proceeds from sale of buildings | $ 312,000,000 | |||||||||
Gain on sales of real estate, net | 39,000,000 | |||||||||
SHOP | Oakmont SHOP Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 564,000,000 | |||||||||
SHOP | Discovery SHOP Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 334,000,000 | |||||||||
Proceeds from sale of loans and preferred equity method investments | 21,000,000 | |||||||||
SHOP | Sonata SHOP Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 64,000,000 | |||||||||
Senior housing triple-net | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 21 | |||||||||
Proceeds from sale of buildings | 385,000,000 | $ 428,000,000 | ||||||||
Senior housing triple-net | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 7,000,000 | |||||||||
Senior housing triple-net | Brookdale Triple Net Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 510,000,000 | |||||||||
Gain on sales of real estate, net | $ 169,000,000 | |||||||||
Senior housing triple-net | HRA Triple Net Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 132,000,000 | |||||||||
Gain on sales of real estate, net | $ 33,000,000 | |||||||||
Senior housing triple-net | Aegis NNN Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 358,000,000 | |||||||||
Gain on sales of real estate, net | $ 228,000,000 | |||||||||
Senior Housing Operating Portfolio and Senior Housing Triple-Net | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain on sales of real estate, net | $ 165,000,000 | |||||||||
Medical office | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | 136,000,000 | |||||||||
MOB Land Parcels | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 3,000,000 | |||||||||
SHOP | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 16 | 1 | 7 | 23 | ||||||
SHOP | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 2 | |||||||||
SHOP | Atria SHOP Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 4 | |||||||||
Proceeds from sale of buildings | $ 94,000,000 | |||||||||
Net cash provided by financing activities | $ 61,000,000 | |||||||||
SHOP | Sunrise Senior Housing Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 32 | |||||||||
Proceeds from sale of buildings | $ 664,000,000 | |||||||||
Net cash provided by financing activities | $ 410,000,000 | |||||||||
SHOP | Sunrise Senior Housing Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 2 | |||||||||
SHOP | SLC SHOP Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 7 | |||||||||
SHOP | SLC SHOP Portfolio | Definitive Agreement Four | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sale of buildings | $ 115,000,000 | |||||||||
SHOP | SLC SHOP Portfolio | Definitive Agreement Four | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from deposits on real estate sales | $ 3,000,000 | |||||||||
SHOP | Oakmont SHOP Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 12 | |||||||||
SHOP | Discovery SHOP Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 10 | |||||||||
Number of preferred equity method investments sold | property | 2 | |||||||||
SHOP | Discovery SHOP Portfolio | Subsequent Event | Secured Loans | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of loan receivables | property | 2 | |||||||||
SHOP | Sonata SHOP Portfolio | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 5 | |||||||||
Senior housing triple-net | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 18 | |||||||||
Senior housing triple-net | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 2 | |||||||||
Senior housing triple-net | Brookdale Triple Net Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 24 | |||||||||
Senior housing triple-net | HRA Triple Net Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 8 | |||||||||
Senior housing triple-net | Aegis NNN Portfolio | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 10 | |||||||||
Medical office | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 11 | |||||||||
Medical office | Subsequent Event | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 1 | |||||||||
Proceeds from sale of buildings | $ 10,000,000 | |||||||||
Medical office | San Diego | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 3 | |||||||||
MOB Land Parcels | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 2 | |||||||||
Other Non-reportable Segments | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of assets to be sold | property | 1 | |||||||||
Proceeds from sale of buildings | $ 1,000,000 |
Dispositions of Real Estate a_4
Dispositions of Real Estate and Discontinued Operations - Held for Sale and Discontinued Operations (Details) - property | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Senior housing triple-net | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of assets to be sold | 18 | |||
Medical office | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of assets to be sold | 11 | |||
SHOP | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of assets to be sold | 16 | 1 | 7 | 23 |
Held-for-sale | Senior housing triple-net | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | 9 | 41 | ||
Held-for-sale | Medical office | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | 8 | 6 | ||
Held-for-sale | SHOP | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | 48 | 97 | ||
Held-for-sale | Senior Housing Operating Portfolio Joint Venture | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | 1 | 1 |
Dispositions of Real Estate a_5
Dispositions of Real Estate and Discontinued Operations - Assets and Liabilities for Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate: | ||||
Cash and cash equivalents | $ 40,161 | $ 53,085 | $ 66,791 | $ 63,834 |
Restricted cash | 5,817 | 17,168 | $ 21,576 | $ 27,040 |
Intangible assets, net | 9,000 | 25,000 | ||
Total assets of discontinued operations, net | 1,374,507 | 2,626,306 | ||
LIABILITIES | ||||
Total liabilities of discontinued operations, net | 328,167 | 415,737 | ||
Allowance for doubtful accounts receivable | 5,132 | 5,873 | ||
Deferred revenue | 765,946 | 774,316 | ||
Held-for-sale | ||||
Real estate: | ||||
Buildings and improvements | 1,174,263 | 2,553,254 | ||
Development costs and construction in progress | 11,136 | 21,509 | ||
Land | 201,699 | 355,803 | ||
Accumulated depreciation and amortization | (221,246) | (615,708) | ||
Net real estate | 1,165,852 | 2,314,858 | ||
Investments in and advances to unconsolidated joint ventures | 5,776 | 5,842 | ||
Accounts receivable, net of allowance of $5,132 and $5,873 | 13,976 | 20,500 | ||
Cash and cash equivalents | 40,161 | 53,085 | ||
Restricted cash | 5,817 | 17,168 | ||
Intangible assets, net | 8,539 | 24,541 | ||
Right-of-use asset, net | 937 | 4,109 | ||
Other assets, net(1) | 43,224 | 103,965 | ||
Total assets of discontinued operations, net | 1,284,282 | 2,544,068 | ||
Total medical office assets held for sale, net | 90,225 | 82,238 | ||
Assets held for sale and discontinued operations, net | 1,374,507 | 2,626,306 | ||
LIABILITIES | ||||
Mortgage debt | 278,172 | 318,876 | ||
Lease liability | 935 | 3,189 | ||
Accounts payable, accrued liabilities, and other liabilities | 41,977 | 79,411 | ||
Deferred revenue | 3,985 | 11,442 | ||
Total liabilities of discontinued operations, net | 325,069 | 412,918 | ||
Total liabilities related to medical office assets held for sale, net | 3,098 | 2,819 | ||
Liabilities related to assets held for sale and discontinued operations, net | 328,167 | 415,737 | ||
Goodwill | 29,000 | 29,000 | ||
Net real estate assets | 81,000 | 73,000 | ||
Deferred revenue | $ 2,000 | $ 2,000 |
Dispositions of Real Estate a_6
Dispositions of Real Estate and Discontinued Operations - Schedule of Results of Discontinued Operations (Details) - Held-for-sale - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Rental and related revenues | $ 5,228 | $ 32,371 |
Resident fees and services | 72,998 | 171,726 |
Total revenues | 78,226 | 204,097 |
Interest expense | 2,676 | 2,685 |
Depreciation and amortization | 0 | 64,164 |
Operating | 71,519 | 138,637 |
Transaction costs | 76 | 285 |
Impairments and loan loss reserves (recoveries), net | 0 | 28,016 |
Total costs and expenses | 74,271 | 233,787 |
Gain (loss) on sales of real estate, net | 259,662 | 162,800 |
Other income (expense), net | 5,885 | |
Other income (expense), net | (45) | |
Total other income (expense), net | 265,547 | 162,755 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 269,502 | 133,065 |
Income tax benefit (expense) | 821 | 3,176 |
Equity income (loss) from unconsolidated joint ventures | (315) | (833) |
Income (loss) from discontinued operations | $ 270,008 | $ 135,408 |
Dispositions of Real Estate a_7
Dispositions of Real Estate and Discontinued Operations - Dispositions of Real Estate (Details) $ / item in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)$ / itemproperty | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Real Estate [Line Items] | |||
Impairment of real estate | $ 31 | ||
Deferred tax assets, valuation allowance | $ 35 | $ 33 | |
Minimum | |||
Real Estate [Line Items] | |||
Impairment test, market capitalization rate | 7.16% | ||
Impairment calculation, price per unit | $ / item | 38 | ||
Maximum | |||
Real Estate [Line Items] | |||
Impairment test, market capitalization rate | 9.92% | ||
Impairment calculation, price per unit | $ / item | 95 | ||
Weighted Average | |||
Real Estate [Line Items] | |||
Impairment test, market capitalization rate | 9.32% | ||
Impairment calculation, price per unit | $ / item | 68 | ||
Discontinued Operations | |||
Real Estate [Line Items] | |||
Impairment of real estate | $ 28 | ||
Impairments 2020 | |||
Real Estate [Line Items] | |||
Real estate investment property, aggregate carrying value before impairment | 200 | ||
Real estate held-for-sale | $ 169 | ||
SHOP | |||
Real Estate [Line Items] | |||
Number of real estate properties impaired | property | 15 | ||
Senior housing triple-net | |||
Real Estate [Line Items] | |||
Number of real estate properties impaired | property | 2 | ||
Medical office | |||
Real Estate [Line Items] | |||
Number of real estate properties impaired | property | 2 |
Leases - Lease Income (Details)
Leases - Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest and Other Income [Abstract] | ||
Fixed income from operating leases | $ 262,937 | $ 226,226 |
Variable income from operating leases | 65,035 | 56,091 |
Interest income from direct financing leases | $ 2,163 | $ 3,269 |
Leases - Direct Financing Lease
Leases - Direct Financing Leases (Details) $ in Thousands | Mar. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property |
Lessor, Lease, Description [Line Items] | ||
Present value of minimum lease payments receivable | $ 7,758 | $ 9,804 |
Present value of estimated residual value | 44,706 | 44,706 |
Less deferred selling profits | (7,758) | (9,804) |
Net investment in direct financing leases | $ 44,706 | $ 44,706 |
Properties subject to direct financing leases | property | 1 | 1 |
Medical office | ||
Lessor, Lease, Description [Line Items] | ||
Net investment in direct financing leases | $ 45,000 |
Leases - Direct Financing Lea_2
Leases - Direct Financing Lease Sale and Conversion (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Proceeds from sale of lease receivable | $ 82 |
Gain on sale of direct financing lease | $ 42 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating leases | $ 5,020 | $ 0 |
Leases - Rent Deferrals (Detail
Leases - Rent Deferrals (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | |||
Rent deferred during the period | $ 0 | $ 0 | |
Medical Office | |||
Lessor, Lease, Description [Line Items] | |||
Rent deferred during the period | $ 6,000,000 | ||
Life Science | |||
Lessor, Lease, Description [Line Items] | |||
Rent deferred during the period | $ 1,000,000 |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Unamortized discounts, fees, and costs | $ (14,626) | $ (222) | |
Reserve for loan losses | (14,134) | (10,280) | $ 0 |
Loans receivable, net | 740,142 | 195,375 | |
Remaining loans receivable commitments | 100,000 | 11,000 | |
Secured mortgage loans | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, gross | 724,389 | 161,530 | |
Mezzanine and other | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, gross | $ 44,513 | $ 44,347 |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) | Jan. 31, 2020USD ($)property | Apr. 30, 2021USD ($)property | Jan. 31, 2021USD ($)property | Dec. 31, 2020USD ($)property | Nov. 30, 2020USD ($)property | Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($)property | Dec. 31, 2021property | Dec. 31, 2020USD ($)property | Oct. 31, 2019property |
Loans Receivable: | ||||||||||
Property count | property | 15 | |||||||||
Financing receivable, after allowance for credit loss | $ 195,375,000 | $ 740,142,000 | $ 195,375,000 | |||||||
Loss on sale of financing receivable | $ (42,000,000) | |||||||||
Net cash provided by financing activities | (924,119,000) | 761,421,000 | ||||||||
Reduction of gain on sale of real estate | 0 | (2,069,000) | ||||||||
Credit loss reserve on unfunded loan commitments | 1,000,000 | 400,000 | 1,000,000 | |||||||
Credit loss expenses | 3,000,000 | $ 8,000,000 | ||||||||
Sunrise Senior Housing Portfolio | SHOP | ||||||||||
Loans Receivable: | ||||||||||
Net cash provided by financing activities | $ 410,000,000 | |||||||||
Capital expenditure funding, amount committed | $ 92,000,000 | |||||||||
Capital expenditure funding, amount funded | 0 | |||||||||
Capital expenditure funding, cost of capital, percent committed | 65.00% | |||||||||
Secured mortgage loans | ||||||||||
Loans Receivable: | ||||||||||
Financing receivable, gross | $ 161,530,000 | $ 724,389,000 | $ 161,530,000 | |||||||
SHOP | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 16 | 1 | 7 | 23 | ||||||
SHOP | Subsequent Event | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 2 | |||||||||
SHOP | Discovery SHOP Portfolio | Subsequent Event | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 10 | |||||||||
SHOP | Sunrise Senior Housing Portfolio | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 32 | |||||||||
Proceeds from sale of buildings | $ 664,000,000 | |||||||||
Net cash provided by financing activities | 410,000,000 | |||||||||
SHOP | Sunrise Senior Housing Portfolio | Subsequent Event | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 2 | |||||||||
SHOP | Atria SHOP Portfolio | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 4 | |||||||||
Proceeds from sale of buildings | $ 94,000,000 | |||||||||
Net cash provided by financing activities | $ 61,000,000 | |||||||||
SHOP | Secured Loans | Discovery SHOP Portfolio | Subsequent Event | ||||||||||
Loans Receivable: | ||||||||||
Number of loan receivables | property | 2 | |||||||||
Other non-reportable | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 1 | |||||||||
Proceeds from sale of buildings | $ 1,000,000 | |||||||||
Secured Loans | ||||||||||
Loans Receivable: | ||||||||||
Number of loan receivables | property | 1 | |||||||||
Financing receivable, gross | $ 10,000,000 | |||||||||
Proceeds from sale of receivables | 8,000,000 | |||||||||
Loss on sale of financing receivable | $ 2,000,000 | |||||||||
Secured mortgage loans | ||||||||||
Loans Receivable: | ||||||||||
Number of loan receivables | property | 1 | 1 | ||||||||
Financing receivable, gross | $ 115,000,000 | $ 115,000,000 | ||||||||
Proceeds from sale of receivables | 109,000,000 | |||||||||
Loss on sale of financing receivable | $ 6,000,000 | |||||||||
Brookedale MTCA | ||||||||||
Loans Receivable: | ||||||||||
Reduction of gain on sale of real estate | $ (164,000,000) | |||||||||
Assets Leased to Others | Other non-reportable | ||||||||||
Loans Receivable: | ||||||||||
Property count | property | 1 | 1 | ||||||||
Assets Leased to Others | Brookedale MTCA | Other non-reportable | ||||||||||
Loans Receivable: | ||||||||||
Property count | property | 13 | |||||||||
CCRC JV | Brookedale MTCA | ||||||||||
Loans Receivable: | ||||||||||
Property count | property | 15 | |||||||||
CCRC JV | Assets Leased to Others | Other non-reportable | ||||||||||
Loans Receivable: | ||||||||||
Property count | property | 15 | |||||||||
CCRC JV | Assets Leased to Others | Brookedale MTCA | Other non-reportable | ||||||||||
Loans Receivable: | ||||||||||
Property count | property | 13 | |||||||||
Financing receivable, after allowance for credit loss | $ 30,000,000 | $ 23,000,000 | $ 24,000,000 | $ 23,000,000 | ||||||
SHOP | ||||||||||
Loans Receivable: | ||||||||||
Proceeds from sale of buildings | 230,000,000 | 5,000,000 | $ 36,000,000 | $ 190,000,000 | ||||||
Net cash provided by financing activities | 150,000,000 | |||||||||
Reduction of gain on sale of real estate | $ (59,000,000) | $ 16,000,000 | ||||||||
Loans receivable, market rate | 5.25% | |||||||||
Non-cash interest income | $ 2,000,000 | $ 0 | ||||||||
SHOP | Subsequent Event | ||||||||||
Loans Receivable: | ||||||||||
Proceeds from sale of buildings | $ 13,000,000 | |||||||||
SHOP | Minimum | ||||||||||
Loans Receivable: | ||||||||||
Loans receivable, stated interest rate | 3.50% | |||||||||
Interest income, amortization period | 1 year | |||||||||
SHOP | Maximum | ||||||||||
Loans Receivable: | ||||||||||
Loans receivable, stated interest rate | 4.50% | |||||||||
Interest income, amortization period | 3 years | |||||||||
SHOP | Discovery SHOP Portfolio | Subsequent Event | ||||||||||
Loans Receivable: | ||||||||||
Proceeds from sale of buildings | $ 334,000,000 | |||||||||
SHOP | Atria SHOP Portfolio | ||||||||||
Loans Receivable: | ||||||||||
Number of assets to be sold | property | 12 | |||||||||
Proceeds from sale of buildings | $ 312,000,000 | |||||||||
Reduction of gain on sale of real estate | $ (39,000,000) |
Loans Receivable - Schedule o_2
Loans Receivable - Schedule of Loans Receivable by Origination Year (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Secured loans | |
Loans Receivable: | |
2021 | $ 543,310 |
2020 | 96,665 |
2019 | 63,381 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 703,356 |
Mezzanine and other | |
Loans Receivable: | |
2021 | 12,274 |
2020 | 12,113 |
2019 | 10,535 |
2018 | 0 |
2017 | 0 |
Prior | 1,864 |
Total | 36,786 |
Performing loans | Secured loans | |
Loans Receivable: | |
2021 | 543,310 |
2020 | 96,665 |
2019 | 63,381 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 703,356 |
Performing loans | Mezzanine and other | |
Loans Receivable: | |
2021 | 12,274 |
2020 | 12,113 |
2019 | 10,535 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 34,922 |
Watch list loans | Secured loans | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 0 |
Watch list loans | Mezzanine and other | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 1,864 |
Total | 1,864 |
Workout loans | Secured loans | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | 0 |
Workout loans | Mezzanine and other | |
Loans Receivable: | |
2021 | 0 |
2020 | 0 |
2019 | 0 |
2018 | 0 |
2017 | 0 |
Prior | 0 |
Total | $ 0 |
Loans Receivable - Schedule o_3
Loans Receivable - Schedule of Reserve for Loan Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | $ 10,280 | $ 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 0 | 1,420 |
Provision for expected loan losses | 3,854 | 8,860 |
Reserve for loan losses, end of period | 14,134 | 10,280 |
Secured Loans | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | 3,152 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 0 | 513 |
Provision for expected loan losses | 2,740 | 2,639 |
Reserve for loan losses, end of period | 5,892 | 3,152 |
Mezzanine and Other | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | 7,128 | 0 |
Cumulative-effect of adopting of ASU 2016-13 to beginning retained earnings | 0 | 907 |
Provision for expected loan losses | 1,114 | 6,221 |
Reserve for loan losses, end of period | $ 8,242 | $ 7,128 |
Investments in and Advances t_3
Investments in and Advances to Unconsolidated Joint Ventures (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2021USD ($)property | Mar. 31, 2021USD ($)joint_ventureproperty | Dec. 31, 2020USD ($)property | Jan. 31, 2020property | |
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 15 | |||
Investments in and advances to unconsolidated joint ventures | $ | $ 399,841 | $ 402,871 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment return percentage | 10.00% | |||
Discovery Naples JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 41.00% | |||
Discovery Sarasota JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 47.00% | |||
SWF SH JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 19 | |||
Investment ownership percentage | 54.00% | |||
Equity method investments | $ | $ 349,804 | 357,581 | ||
Life science joint ventures | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 1 | |||
Investment ownership percentage | 49.00% | |||
Equity method investments | $ | $ 24,786 | 24,879 | ||
Medical Office JVs | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 3 | |||
Equity method investments | $ | $ 9,613 | 9,673 | ||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 3 | |||
Medical Office JVs | Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 20.00% | |||
Medical Office JVs | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 67.00% | |||
HCP Ventures IV, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 20.00% | |||
HCP Ventures III, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 30.00% | |||
Suburban Properties, LLC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 67.00% | |||
Other JVs | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 0 | |||
Equity method investments | $ | $ 9,157 | 9,157 | ||
Other JVs | Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 41.00% | |||
Other JVs | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 47.00% | |||
CCRC JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 2 | |||
Investment ownership percentage | 49.00% | 49.00% | ||
Equity method investments | $ | $ 6,481 | 1,581 | ||
Otay Ranch | Subsequent Event | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of equity method investments | $ | $ 32,000 | |||
Otay Ranch | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment ownership percentage | 90.00% | |||
Equity method investments | $ | $ 6,000 | $ 6,000 | ||
Discovery Naples JV and Discovery Sarasota JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 2 | |||
SHOP | Subsequent Event | Discovery SHOP Portfolio | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of preferred equity method investments sold | 2 | |||
Other non-reportable | Assets Leased to Others | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 1 | |||
Other non-reportable | Brookedale MTCA | Assets Leased to Others | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Property count | 13 |
Intangibles - Intangibles Lease
Intangibles - Intangibles Lease Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangibles [Abstract] | ||
Gross intangible lease assets | $ 758,424 | $ 761,328 |
Accumulated depreciation and amortization | (262,505) | (241,411) |
Intangible assets, net | $ 495,919 | $ 519,917 |
Weighted average remaining amortization period in years | 6 years | 5 years |
Intangibles - Intangibles Lea_2
Intangibles - Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangibles [Abstract] | ||
Gross intangible lease liabilities | $ 193,140 | $ 194,565 |
Accumulated depreciation and amortization | (54,523) | (50,366) |
Intangible liabilities, net | $ 138,617 | $ 144,199 |
Weighted average remaining amortization period in years | 8 years | 8 years |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 9 | $ 25 |
Weighted average remaining amortization period in years | 6 years | 5 years |
Weighted average remaining amortization period in years | 8 years | 8 years |
Brookedale MTCA | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 1 | $ 352 |
Intangible liabilities acquired | $ 0.2 | $ 83 |
Weighted average remaining amortization period in years | 4 years | 7 years |
Weighted average remaining amortization period in years | 4 years | 9 years |
Debt - Bank Line of Credit and
Debt - Bank Line of Credit and Term Loans (Details) | May 23, 2019USD ($)renewal_option | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | May 31, 2019USD ($) |
Debt Instrument | ||||
Balance outstanding | $ 1,038,150,000 | $ 129,590,000 | ||
Weighted-average interest rate (as a percent) | 0.26% | 0.30% | ||
Line of Credit and Term Loan | ||||
Debt Instrument | ||||
Debt instrument, covenant debt to assets (as a percent) | 60.00% | |||
Debt instrument, covenant secured debt to assets (as a percent) | 40.00% | |||
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent) | 60.00% | |||
Debt instrument, covenant minimum fixed charge coverage ratio | 1.5 | |||
Debt instrument, covenant net worth | $ 7,000,000,000 | |||
Bank Line of Credit | Revolving Credit Facility | ||||
Debt Instrument | ||||
Line of credit facility, maximum borrowing capacity | $ 2,500,000,000 | |||
Number of extensions | renewal_option | 2 | |||
Length of debt instrument extension period | 6 months | |||
Debt instrument, facility fee (as a percent) | 0.15% | |||
Balance outstanding | $ 110,000,000 | |||
Weighted-average interest rate (as a percent) | 1.23% | |||
Line of credit facility additional aggregate amount, maximum | $ 750,000,000 | |||
Bank Line of Credit | Revolving Credit Facility | LIBOR | ||||
Debt Instrument | ||||
Debt instrument, basis spread on variable rate (as a percent) | 0.83% | |||
Bank Line of Credit | 2019 Term Loan | ||||
Debt Instrument | ||||
Weighted-average interest rate (as a percent) | 1.10% | |||
Amount | $ 250,000,000 | |||
Bank Line of Credit | 2019 Term Loan | LIBOR | ||||
Debt Instrument | ||||
Debt instrument, basis spread on variable rate (as a percent) | 0.90% |
Debt - Commercial Paper Program
Debt - Commercial Paper Program (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | |
Debt Instrument | |||||
Weighted-average interest rate (as a percent) | 0.26% | 0.30% | |||
Debt instrument, term | 1 month | 1 month | |||
Commercial Paper Program | |||||
Debt Instrument | |||||
Maximum outstanding amount capacity | $ 1,000,000,000 | ||||
Borrowings | $ 928,000,000 | $ 130,000,000 | |||
Commercial Paper Program | Subsequent Event | |||||
Debt Instrument | |||||
Maximum outstanding amount capacity | $ 1,250,000,000 |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) | May 04, 2021 | Feb. 26, 2021 | Jul. 09, 2020 | Jun. 24, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jan. 28, 2021 | Dec. 31, 2020 | Jun. 23, 2020 |
Debt Instrument | |||||||||
Principal balance on debt | $ 5,803,487,000 | ||||||||
Senior unsecured note issuances | 4,255,697,000 | $ 5,697,586,000 | |||||||
Loss on extinguishment of debt | 164,292,000 | $ (833,000) | |||||||
Senior Unsecured Note | |||||||||
Debt Instrument | |||||||||
Principal balance on debt | 4,300,000,000 | ||||||||
Senior unsecured note issuances | $ 0 | ||||||||
Senior Unsecured Note | Subsequent Event | |||||||||
Debt Instrument | |||||||||
Repayments of unsecured debt | $ 550,000,000 | ||||||||
Senior Unsecured Note | Unsecured Note 4.250 Percent | |||||||||
Debt Instrument | |||||||||
Amount | $ 188,000,000 | $ 250,000,000 | $ 112,000,000 | ||||||
Coupon Rate | 4.25% | 4.25% | 4.25% | ||||||
Loss on extinguishment of debt | $ 26,000,000 | ||||||||
Senior Unsecured Note | Unsecured Note 4.200 Percent | |||||||||
Debt Instrument | |||||||||
Amount | $ 149,000,000 | $ 201,000,000 | |||||||
Coupon Rate | 4.20% | 4.20% | |||||||
Senior Unsecured Note | Unsecured Note 3.880 Percent | |||||||||
Debt Instrument | |||||||||
Amount | $ 331,000,000 | $ 469,000,000 | |||||||
Coupon Rate | 3.88% | 3.88% | |||||||
Senior Unsecured Note | Senior Notes Due 2023 and 2024 | |||||||||
Debt Instrument | |||||||||
Loss on extinguishment of debt | $ 164,000,000 | ||||||||
Senior Unsecured Note | 2031 Notes | |||||||||
Debt Instrument | |||||||||
Amount | $ 600,000,000 | ||||||||
Coupon Rate | 2.88% | ||||||||
Senior Unsecured Note | Unsecured note 3.150 percent | |||||||||
Debt Instrument | |||||||||
Amount | $ 300,000,000 | ||||||||
Coupon Rate | 3.15% | ||||||||
Loss on extinguishment of debt | $ 18,000,000 | ||||||||
Senior Unsecured Note | Unsecured Note 3.40 Percent | Subsequent Event | |||||||||
Debt Instrument | |||||||||
Coupon Rate | 3.40% | ||||||||
Repayments of unsecured debt | $ 250,000,000 | ||||||||
Senior Unsecured Note | Unsecured Note 4.00 Percent | Subsequent Event | |||||||||
Debt Instrument | |||||||||
Coupon Rate | 4.00% | ||||||||
Repayments of unsecured debt | $ 300,000,000 |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2020USD ($)propertyfacility | Nov. 30, 2020USD ($)property | Mar. 31, 2021USD ($)propertyfacility | Mar. 31, 2020USD ($) | |
Debt Instrument | ||||
Principal balance on debt | $ 5,803,487 | |||
Repayments of secured debt | $ 6,000 | |||
Senior Housing | ||||
Debt Instrument | ||||
Number of properties acquired | property | 1 | |||
Mortgage Debt | ||||
Debt Instrument | ||||
Principal balance on debt | $ 217,000 | $ 36,000 | $ 215,337 | |
Number of healthcare facilities used to secure debt (in facilities) | facility | 6 | 6 | ||
Debt instrument, collateral, healthcare facilities carrying value | $ 517,000 | $ 511,000 | ||
Debt instrument, periodic payment | 42,000 | $ 5,000 | ||
Repayments of secured debt | $ 39,000 | |||
Number of assets classified as discontinued operations | property | 1 | 2 | ||
Repayments of secured debt classified as discontinued operations | $ 1,000 | $ 4,000 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Debt Instrument | |||
2021 (nine months) | $ 11,572 | ||
2022 | 4,843 | ||
2023 | 1,128,024 | ||
2024 | 253,050 | ||
2025 | 1,353,209 | ||
Thereafter | 3,052,789 | ||
Total debt before discount, net | 5,803,487 | ||
(Discounts), premium and debt costs, net | (40,438) | ||
Long-term debt, net assets held for sale | 5,763,049 | ||
Long-term debt | $ 6,041,221 | ||
Weighted-average interest rate (as a percent) | 0.26% | 0.30% | |
Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale and discontinued operations | $ 278,172 | ||
Bank Line of Credit | |||
Debt Instrument | |||
2021 (nine months) | 0 | ||
2022 | 0 | ||
2023 | 110,000 | ||
2024 | 0 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 110,000 | ||
(Discounts), premium and debt costs, net | 0 | ||
Long-term debt, net assets held for sale | 110,000 | ||
Long-term debt | 110,000 | ||
Bank Line of Credit | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale and discontinued operations | 0 | ||
Commercial Paper(1) | |||
Debt Instrument | |||
2021 (nine months) | 0 | ||
2022 | 0 | ||
2023 | 928,150 | ||
2024 | 0 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 928,150 | ||
(Discounts), premium and debt costs, net | 0 | ||
Long-term debt, net assets held for sale | 928,150 | ||
Long-term debt | 928,150 | ||
Commercial Paper(1) | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale and discontinued operations | 0 | ||
Term Loan | |||
Debt Instrument | |||
2021 (nine months) | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 250,000 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total debt before discount, net | 250,000 | ||
(Discounts), premium and debt costs, net | (757) | ||
Long-term debt, net assets held for sale | 249,243 | ||
Long-term debt | 249,243 | ||
Term Loan | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale and discontinued operations | 0 | ||
Senior Unsecured Note | |||
Debt Instrument | |||
2021 (nine months) | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 1,350,000 | ||
Thereafter | 2,950,000 | ||
Total debt before discount, net | 4,300,000 | ||
(Discounts), premium and debt costs, net | (44,303) | ||
Long-term debt, net assets held for sale | 4,255,697 | ||
Long-term debt | $ 4,255,697 | ||
Weighted-average maturity | 8 years | ||
Weighted-average interest rate (as a percent) | 3.77% | ||
Senior Unsecured Note | Interest Rate 2021 (nine months) | |||
Debt Instrument | |||
Coupon Rate | 0.00% | ||
Senior Unsecured Note | Interest Rate 2022 | |||
Debt Instrument | |||
Coupon Rate | 0.00% | ||
Senior Unsecured Note | Interest Rate 2023 | |||
Debt Instrument | |||
Coupon Rate | 0.00% | ||
Senior Unsecured Note | Interest Rate 2024 | |||
Debt Instrument | |||
Coupon Rate | 0.00% | ||
Senior Unsecured Note | Interest Rate 2025 | |||
Debt Instrument | |||
Coupon Rate | 3.93% | ||
Senior Unsecured Note | Interest Rate Thereafter | |||
Debt Instrument | |||
Coupon Rate | 3.68% | ||
Senior Unsecured Note | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale and discontinued operations | $ 0 | ||
Senior Unsecured Note | Minimum | |||
Debt Instrument | |||
Coupon Rate | 3.10% | ||
Senior Unsecured Note | Maximum | |||
Debt Instrument | |||
Coupon Rate | 6.91% | ||
Mortgage Debt | |||
Debt Instrument | |||
2021 (nine months) | $ 11,572 | ||
2022 | 4,843 | ||
2023 | 89,874 | ||
2024 | 3,050 | ||
2025 | 3,209 | ||
Thereafter | 102,789 | ||
Total debt before discount, net | 215,337 | $ 217,000 | $ 36,000 |
(Discounts), premium and debt costs, net | 4,622 | ||
Long-term debt, net assets held for sale | 219,959 | ||
Long-term debt | $ 498,131 | ||
Weighted-average maturity | 4 years | ||
Weighted-average interest rate (as a percent) | 3.73% | ||
Mortgage Debt | Interest Rate 2021 (nine months) | |||
Debt Instrument | |||
Coupon Rate | 4.86% | ||
Mortgage Debt | Interest Rate 2022 | |||
Debt Instrument | |||
Coupon Rate | 3.80% | ||
Mortgage Debt | Interest Rate 2023 | |||
Debt Instrument | |||
Coupon Rate | 3.80% | ||
Mortgage Debt | Interest Rate 2024 | |||
Debt Instrument | |||
Coupon Rate | 3.80% | ||
Mortgage Debt | Interest Rate 2025 | |||
Debt Instrument | |||
Coupon Rate | 3.80% | ||
Mortgage Debt | Interest Rate Thereafter | |||
Debt Instrument | |||
Coupon Rate | 3.54% | ||
Mortgage Debt | Held-for-sale | |||
Debt Instrument | |||
Debt on assets held for sale and discontinued operations | $ 278,172 | ||
Mortgage Debt | Held-for-sale | Debt Maturing In 2027 | |||
Debt Instrument | |||
Weighted-average interest rate (as a percent) | 3.45% | ||
Mortgage Debt | Held-for-sale | Debt Maturing In 2044 | |||
Debt Instrument | |||
Weighted-average interest rate (as a percent) | 5.88% | ||
Mortgage Debt | Minimum | |||
Debt Instrument | |||
Coupon Rate | 3.42% | ||
Mortgage Debt | Maximum | |||
Debt Instrument | |||
Coupon Rate | 5.91% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2021USD ($)property |
Loss Contingencies [Line Items] | |
Loss contingency accrual | $ | $ 0 |
Indemnification Agreement | |
Loss Contingencies [Line Items] | |
Number of properties may be contributed in the agreement | property | 23 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 29, 2021 | Feb. 29, 2020 | Nov. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | |||||
Dividends declared (in dollars per share) | $ 0.30 | $ 0.37 | |||
Dividends paid (in dollars per share) | $ 0.30 | $ 0.37 | |||
Issuance of common stock | $ 1,087 | $ 1,064,622 | |||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Dividends declared (in dollars per share) | $ 0.30 | ||||
2020 ATM Program | |||||
Class of Stock [Line Items] | |||||
ATM aggregate amount authorized | $ 1,250,000 | ||||
ATM aggregate amount remaining | $ 1,250,000 | ||||
At-The-Market Program | |||||
Class of Stock [Line Items] | |||||
Option indexed to issuers equity, term | 1 year | ||||
2019 ATM Program | |||||
Class of Stock [Line Items] | |||||
Maximum shares issuable under forward equity sales agreement (in shares) | 2,000,000 | ||||
Forward equity sales agreement, initial net price (in usd per share) | $ 35.23 | ||||
2019 ATM Program, Settled | |||||
Class of Stock [Line Items] | |||||
Share settlement (in shares) | 16,800,000 | ||||
Weighted average settlement price (in usd per share) | $ 31.38 | ||||
Issuance of common stock | $ 528,000 | ||||
Issuance of common stock, net (in shares) | 0 | ||||
Remainder outstanding (in shares) | 0 | ||||
ATM Direct Issuances | Common Stock | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock, net (in shares) | 0 | 0 | |||
2019 Forward Equity Offering | |||||
Class of Stock [Line Items] | |||||
Maximum shares issuable under forward equity sales agreement (in shares) | 15,600,000 | ||||
Forward equity sales agreement, initial net price (in usd per share) | $ 34.46 | ||||
Share settlement (in shares) | 15,600,000 | ||||
Issuance of common stock | $ 534,000 | ||||
Issuance of common stock, net (in shares) | 0 | ||||
Weighted average net price (in usd per share) | $ 34.18 |
Equity - AOCI (Details)
Equity - AOCI (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Loss | ||
Unrealized gains (losses) on derivatives, net | $ 0 | $ (81) |
Supplemental Executive Retirement Plan minimum liability | (3,497) | (3,604) |
Total accumulated other comprehensive income (loss) | $ (3,497) | $ (3,685) |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 808,000 |
Dilutive potential common shares - DownREIT conversions (in shares) | 0 | 7,443,000 |
Down REIT | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares) | 7,000,000 |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Income (loss) from continuing operations | $ (120,585) | $ 147,132 |
Noncontrolling interests' share in continuing operations | (3,306) | (3,463) |
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. | (123,891) | 143,669 |
Less: Participating securities' share in continuing operations | (2,451) | (1,616) |
Income (loss) from continuing operations applicable to common shares | (126,342) | 142,053 |
Income (loss) from discontinued operations | 270,008 | 135,408 |
Noncontrolling interests' share in discontinued operations | (329) | 3 |
Net income (loss) applicable to common shares | 143,337 | 277,464 |
Add: distributions on dilutive convertible units and other | 0 | 2,515 |
Dilutive net income (loss) available to common shares | $ 143,337 | $ 279,979 |
Denominator | ||
Basic weighted average shares outstanding (in shares) | 538,679,000 | 506,476,000 |
Dilutive potential common shares - equity awards (in shares) | 0 | 318,000 |
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 808,000 |
Dilutive potential common shares - DownREIT conversions (in shares) | 0 | 7,443,000 |
Diluted weighted average common shares (in shares) | 538,679,000 | 515,045,000 |
Basic earnings (loss) per common share | ||
Continuing operations (in dollars per share) | $ (0.23) | $ 0.28 |
Discontinued operations (in dollars per share) | 0.50 | 0.27 |
Net income (loss) applicable to common shares (in dollars per share) | 0.27 | 0.55 |
Diluted earnings (loss) per common share | ||
Continuing operations (in dollars per share) | (0.23) | 0.28 |
Discontinued operations (in dollars per share) | 0.50 | 0.26 |
Net income (loss) applicable to common shares (in dollars per share) | $ 0.27 | $ 0.54 |
Outstanding equity awards (in shares) | 1,000,000 | 1,000,000 |
Forward sales agreements that have been settled (in shares) | 0 | 32,000,000 |
Segment Disclosures - Summary I
Segment Disclosures - Summary Information for the Reportable Segments (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020property | Jan. 31, 2020property | |
Segment Disclosure | ||||
Property count | property | 15 | |||
Tax benefit recognized in conjunction with internal restructuring activities | $ 52,000 | |||
Tax benefit recognized from CARES Act | 2,900 | |||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | $ 455,276 | 381,054 | ||
Government grant income | 1,310 | |||
Less: Interest income | (9,013) | (3,688) | ||
Healthpeak's share of unconsolidated joint venture total revenues | 23,293 | 42,536 | ||
Healthpeak's share of unconsolidated joint venture government grant income | 426 | |||
Noncontrolling interests' share of consolidated joint venture total revenues | (8,991) | (8,692) | ||
Operating expenses | (181,761) | (237,377) | ||
Healthpeak's share of unconsolidated joint venture operating expenses | (18,059) | (31,590) | ||
Noncontrolling interests' share of consolidated joint venture operating expenses | 2,524 | 2,617 | ||
Adjustments to NOI | (13,601) | 86,239 | ||
Adjusted NOI | 251,404 | 231,099 | ||
Plus: Adjustments to NOI | 13,601 | (86,239) | ||
Interest income | 9,013 | 3,688 | ||
Interest expense | (46,843) | (55,691) | ||
Depreciation and amortization | (157,538) | (125,112) | ||
General and administrative | (24,902) | (22,349) | ||
Transaction costs | (798) | (14,563) | ||
Impairments and loan loss reserves | (3,242) | (11,107) | ||
Gain (loss) on sales of real estate, net | 0 | 2,069 | ||
Gain (loss) on debt extinguishments | (164,292) | 833 | ||
Other income (expense), net | 2,200 | 210,653 | ||
Less: Government grant income | (1,310) | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (5,660) | (10,946) | ||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 6,467 | 6,075 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (121,900) | 128,410 | ||
Income tax benefit (expense) | (8) | 29,868 | ||
Equity income (loss) from unconsolidated joint ventures | 1,323 | (11,146) | ||
Income (loss) from continuing operations | (120,585) | 147,132 | ||
Income (loss) from discontinued operations | 270,008 | 135,408 | ||
Net income (loss) | 149,423 | 282,540 | ||
Operating Segment | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | 455,276 | 381,054 | ||
Corporate Non-segment | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | 0 | 0 | ||
Government grant income | 0 | |||
Less: Interest income | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture total revenues | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | |||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | ||
Operating expenses | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture operating expenses | 0 | 0 | ||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | ||
Adjustments to NOI | 0 | 0 | ||
Adjusted NOI | 0 | 0 | ||
Plus: Adjustments to NOI | 0 | 0 | ||
Interest income | 0 | 0 | ||
Interest expense | (44,728) | (54,222) | ||
Depreciation and amortization | 0 | 0 | ||
General and administrative | (24,902) | (22,349) | ||
Transaction costs | 0 | 0 | ||
Impairments and loan loss reserves | 0 | 0 | ||
Gain (loss) on sales of real estate, net | 0 | |||
Gain (loss) on debt extinguishments | (164,292) | 833 | ||
Other income (expense), net | 1,817 | (1,386) | ||
Less: Government grant income | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | 0 | 0 | ||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (232,105) | (77,124) | ||
Income tax benefit (expense) | (8) | 29,868 | ||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | ||
Income (loss) from continuing operations | (232,113) | (47,256) | ||
Income (loss) from discontinued operations | 270,008 | 135,408 | ||
Net income (loss) | 37,895 | 88,152 | ||
Life Science | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Depreciation and amortization | (3,000) | |||
Income (loss) from continuing operations | (3,000) | |||
Life Science | Operating Segment | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | 169,934 | 128,883 | ||
Government grant income | 0 | |||
Less: Interest income | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture total revenues | 1,337 | 0 | ||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | |||
Noncontrolling interests' share of consolidated joint venture total revenues | (65) | (52) | ||
Operating expenses | (39,461) | (30,201) | ||
Healthpeak's share of unconsolidated joint venture operating expenses | (425) | 0 | ||
Noncontrolling interests' share of consolidated joint venture operating expenses | 20 | 17 | ||
Adjustments to NOI | (11,810) | (4,280) | ||
Adjusted NOI | 119,530 | 94,367 | ||
Plus: Adjustments to NOI | 11,810 | 4,280 | ||
Interest income | 0 | 0 | ||
Interest expense | (102) | (63) | ||
Depreciation and amortization | (68,434) | (50,211) | ||
General and administrative | 0 | 0 | ||
Transaction costs | (32) | 0 | ||
Impairments and loan loss reserves | 0 | 0 | ||
Gain (loss) on sales of real estate, net | 0 | |||
Gain (loss) on debt extinguishments | 0 | 0 | ||
Other income (expense), net | 4 | 0 | ||
Less: Government grant income | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (912) | 0 | ||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 45 | 35 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 61,909 | 48,408 | ||
Income tax benefit (expense) | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | (93) | 0 | ||
Income (loss) from continuing operations | 61,816 | 48,408 | ||
Income (loss) from discontinued operations | 0 | 0 | ||
Net income (loss) | 61,816 | 48,408 | ||
Medical Office | Operating Segment | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | 160,201 | 156,641 | ||
Government grant income | 0 | |||
Less: Interest income | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture total revenues | 715 | 695 | ||
Healthpeak's share of unconsolidated joint venture government grant income | 0 | |||
Noncontrolling interests' share of consolidated joint venture total revenues | (8,926) | (8,640) | ||
Operating expenses | (51,121) | (50,694) | ||
Healthpeak's share of unconsolidated joint venture operating expenses | (294) | (275) | ||
Noncontrolling interests' share of consolidated joint venture operating expenses | 2,504 | 2,600 | ||
Adjustments to NOI | (1,923) | (994) | ||
Adjusted NOI | 101,156 | 99,333 | ||
Plus: Adjustments to NOI | 1,923 | 994 | ||
Interest income | 0 | 0 | ||
Interest expense | (95) | (102) | ||
Depreciation and amortization | (57,954) | (54,667) | ||
General and administrative | 0 | 0 | ||
Transaction costs | (330) | 0 | ||
Impairments and loan loss reserves | 0 | (2,706) | ||
Gain (loss) on sales of real estate, net | 2,109 | |||
Gain (loss) on debt extinguishments | 0 | 0 | ||
Other income (expense), net | (2,279) | 0 | ||
Less: Government grant income | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (421) | (420) | ||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 6,422 | 6,040 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 48,422 | 50,581 | ||
Income tax benefit (expense) | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | 192 | 197 | ||
Income (loss) from continuing operations | 48,614 | 50,778 | ||
Income (loss) from discontinued operations | 0 | 0 | ||
Net income (loss) | 48,614 | 50,778 | ||
CCRC | Operating Segment | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | 116,128 | 91,780 | ||
Government grant income | 1,310 | |||
Less: Interest income | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture total revenues | 4,488 | 21,647 | ||
Healthpeak's share of unconsolidated joint venture government grant income | 199 | |||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | ||
Operating expenses | (91,179) | (156,482) | ||
Healthpeak's share of unconsolidated joint venture operating expenses | (4,745) | (18,037) | ||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | ||
Adjustments to NOI | 20 | 91,561 | ||
Adjusted NOI | 26,221 | 30,469 | ||
Plus: Adjustments to NOI | (20) | (91,561) | ||
Interest income | 0 | 0 | ||
Interest expense | (1,918) | (1,304) | ||
Depreciation and amortization | (31,150) | (20,229) | ||
General and administrative | 0 | 0 | ||
Transaction costs | (432) | (14,474) | ||
Impairments and loan loss reserves | 0 | 0 | ||
Gain (loss) on sales of real estate, net | 0 | |||
Gain (loss) on debt extinguishments | 0 | 0 | ||
Other income (expense), net | 2,176 | 170,332 | ||
Less: Government grant income | (1,310) | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | 58 | (3,610) | ||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (6,375) | 69,623 | ||
Income tax benefit (expense) | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | 0 | (1,880) | ||
Income (loss) from continuing operations | (6,375) | 67,743 | ||
Income (loss) from discontinued operations | 0 | 0 | ||
Net income (loss) | (6,375) | 67,743 | ||
Other non-reportable | Operating Segment | ||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||
Total revenues | 9,013 | 3,750 | ||
Government grant income | 0 | |||
Less: Interest income | (9,013) | (3,688) | ||
Healthpeak's share of unconsolidated joint venture total revenues | 16,753 | 20,194 | ||
Healthpeak's share of unconsolidated joint venture government grant income | 227 | |||
Noncontrolling interests' share of consolidated joint venture total revenues | 0 | 0 | ||
Operating expenses | 0 | 0 | ||
Healthpeak's share of unconsolidated joint venture operating expenses | (12,595) | (13,278) | ||
Noncontrolling interests' share of consolidated joint venture operating expenses | 0 | 0 | ||
Adjustments to NOI | 112 | (48) | ||
Adjusted NOI | 4,497 | 6,930 | ||
Plus: Adjustments to NOI | (112) | 48 | ||
Interest income | 9,013 | 3,688 | ||
Interest expense | 0 | 0 | ||
Depreciation and amortization | 0 | (5) | ||
General and administrative | 0 | 0 | ||
Transaction costs | (4) | (89) | ||
Impairments and loan loss reserves | (3,242) | (8,401) | ||
Gain (loss) on sales of real estate, net | (40) | |||
Gain (loss) on debt extinguishments | 0 | 0 | ||
Other income (expense), net | 482 | 41,707 | ||
Less: Government grant income | 0 | |||
Less: Healthpeak's share of unconsolidated joint venture NOI | (4,385) | (6,916) | ||
Plus: Noncontrolling interests' share of consolidated joint venture NOI | 0 | 0 | ||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 6,249 | 36,922 | ||
Income tax benefit (expense) | 0 | 0 | ||
Equity income (loss) from unconsolidated joint ventures | 1,224 | (9,463) | ||
Income (loss) from continuing operations | 7,473 | 27,459 | ||
Income (loss) from discontinued operations | 0 | 0 | ||
Net income (loss) | $ 7,473 | $ 27,459 | ||
Assets Leased to Others | Other non-reportable | ||||
Segment Disclosure | ||||
Property count | property | 1 |
Segment Disclosures - Revenues
Segment Disclosures - Revenues by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Disclosure | ||
Total revenues | $ 455,276 | $ 381,054 |
Operating segment | ||
Segment Disclosure | ||
Total revenues | 455,276 | 381,054 |
Operating segment | Life science | ||
Segment Disclosure | ||
Total revenues | 169,934 | 128,883 |
Operating segment | Medical office | ||
Segment Disclosure | ||
Total revenues | 160,201 | 156,641 |
Operating segment | CCRC | ||
Segment Disclosure | ||
Total revenues | 116,128 | 91,780 |
Operating segment | Other non-reportable | ||
Segment Disclosure | ||
Total revenues | $ 9,013 | $ 3,750 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental cash flow information: | ||
Interest paid, net of capitalized interest | $ 90,032 | $ 71,621 |
Income taxes paid (refunded) | 2,521 | (1,673) |
Capitalized interest | 5,453 | 6,970 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued construction costs | 107,798 | 126,185 |
Vesting of restricted stock units and conversion of non-managing member units into common stock | 838 | 1,077 |
Net noncash impact from the consolidation of previously unconsolidated joint ventures | 0 | 323,138 |
Mortgages assumed with real estate acquisitions | 0 | 215,335 |
Refundable entrance fees assumed with real estate acquisitions | 0 | 307,954 |
Seller financing provided on disposition of real estate asset | $ 559,745 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Summary of Cash Flow Information Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization of real estate, in-place lease, and other intangibles | $ 157,538 | $ 125,112 |
Development, redevelopment, and other major improvements of real estate | 135,339 | 209,418 |
Leasing costs, tenant improvements, and recurring capital expenditures | 20,710 | 21,791 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation and amortization of real estate, in-place lease, and other intangibles | 0 | 64,164 |
Development, redevelopment, and other major improvements of real estate | 3,861 | 11,252 |
Leasing costs, tenant improvements, and recurring capital expenditures | $ 1,873 | $ 3,427 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Continuing operations | ||||
Cash and cash equivalents | $ 34,007 | $ 44,226 | $ 716,750 | $ 80,398 |
Restricted cash | 68,033 | 67,206 | 84,982 | 13,385 |
Cash, cash equivalents and restricted cash | 102,040 | 111,432 | 801,732 | 93,783 |
Discontinued operations | ||||
Cash and cash equivalents | 40,161 | 53,085 | 66,791 | 63,834 |
Restricted cash | 5,817 | 17,168 | 21,576 | 27,040 |
Cash, cash equivalents and restricted cash | 45,978 | 70,253 | 88,367 | 90,874 |
Cash and cash equivalents, total | 74,168 | 97,311 | 783,541 | 144,232 |
Restricted cash, total | 73,850 | 84,374 | 106,558 | 40,425 |
Cash, cash equivalents and restricted cash, total | $ 148,018 | $ 181,685 | $ 890,099 | $ 184,657 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)joint_venturepropertyinvestmenttenantloanfacility | Mar. 31, 2020property | Dec. 31, 2020asset | |
Variable Interest Entity [Line Items] | |||
Number of investments in senior housing development joint ventures | investment | 2 | ||
Number of properties disposed | property | 18 | ||
Term of facility | 1 month | 1 month | |
Exchange accommodation titleholder, real estate, carrying value | $ | $ 417 | ||
VIE tenant - operating leases | |||
Variable Interest Entity [Line Items] | |||
Number of properties leased (in properties) | property | 2 | ||
Number of VIE tenants (in tenants) | tenant | 1 | ||
Unconsolidated Variable Interest Entities | |||
Variable Interest Entity [Line Items] | |||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 4 | ||
Number of VIE borrowers with marketable debt securities (in joint ventures) | joint_venture | 1 | ||
Number of loans to VIE borrowers (in loans) | loan | 1 | ||
CCRC OpCo | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage (as a percent) | 49.00% | ||
Hcp Ventures V | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage (as a percent) | 51.00% | ||
Life science joint ventures | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage (as a percent) | 99.00% | ||
MSREI JV | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage (as a percent) | 51.00% | ||
Consolidated Lessees VIE | |||
Variable Interest Entity [Line Items] | |||
Number of properties leased (in properties) | property | 4 | ||
DownREIT Partnerships | |||
Variable Interest Entity [Line Items] | |||
Number of controlling ownership interest entities as a managing member | joint_venture | 7 | ||
Senior Housing Triple-Net | Loan - seller financing | |||
Variable Interest Entity [Line Items] | |||
Number of properties disposed | facility | 7 | ||
Term of facility | 5 years | ||
Life science | |||
Variable Interest Entity [Line Items] | |||
Number of properties acquired | asset | 1 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Loans receivable and unconsolidated joint ventures | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 21,970 |
Loan - seller financing | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 1,865 |
CMBS and LLC investment | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | 35,610 |
VIE tenant - operating leases | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 0 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated Assets and Liabilities of VIEs (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||||
Buildings and improvements | $ 11,149,249 | $ 11,048,433 | ||
Development costs and construction in progress | 642,879 | 613,182 | ||
Land | 1,865,806 | 1,867,278 | ||
Accumulated depreciation and amortization | (2,508,986) | (2,409,135) | ||
Net real estate | 11,148,948 | 11,119,758 | ||
Accounts receivable, net | 38,879 | 42,269 | ||
Cash and cash equivalents | 34,007 | 44,226 | $ 716,750 | $ 80,398 |
Intangible assets, net | 495,919 | 519,917 | ||
Assets held for sale and discontinued operations, net | 1,374,507 | 2,626,306 | ||
Right-of-use asset, net | 198,426 | 192,349 | ||
Other assets, net | 650,518 | 665,106 | ||
Total assets | 15,193,926 | 15,920,089 | ||
Liabilities | ||||
Mortgage debt | 219,959 | 221,621 | ||
Intangible liabilities, net | 138,617 | 144,199 | ||
Liabilities related to assets held for sale and discontinued operations, net | 328,167 | 415,737 | ||
Lease liability | 184,425 | 179,895 | ||
Accounts payable, accrued liabilities, and other liabilities | 697,040 | 763,391 | ||
Deferred revenue | 765,946 | 774,316 | ||
Total liabilities | 7,877,244 | 8,575,517 | ||
Consolidated Lessees VIE | ||||
ASSETS | ||||
Buildings and improvements | 2,487,025 | 2,988,599 | ||
Development costs and construction in progress | 48,600 | 85,595 | ||
Land | 341,842 | 433,574 | ||
Accumulated depreciation and amortization | (533,328) | (602,491) | ||
Net real estate | 2,344,139 | 2,905,277 | ||
Accounts receivable, net | 5,095 | 12,009 | ||
Cash and cash equivalents | 16,464 | 16,550 | ||
Restricted cash | 6 | 7,977 | ||
Intangible assets, net | 89,692 | 179,027 | ||
Assets held for sale and discontinued operations, net | 698,318 | 704,966 | ||
Right-of-use asset, net | 89,017 | 95,407 | ||
Other assets, net | 61,470 | 59,063 | ||
Total assets | 3,304,201 | 3,980,276 | ||
Liabilities | ||||
Mortgage debt | 4,537 | 39,085 | ||
Intangible liabilities, net | 33,714 | 56,467 | ||
Liabilities related to assets held for sale and discontinued operations, net | 186,562 | 190,919 | ||
Lease liability | 90,397 | 97,605 | ||
Accounts payable, accrued liabilities, and other liabilities | 53,438 | 102,391 | ||
Deferred revenue | 31,279 | 90,183 | ||
Total liabilities | 399,927 | 576,650 | ||
Consolidated Lessees VIE | Discontinued Operations | ||||
ASSETS | ||||
Buildings and improvements | 633,243 | 639,759 | ||
Development costs and construction in progress | 103 | 68 | ||
Land | 105,769 | 106,209 | ||
Accumulated depreciation and amortization | (55,021) | (57,235) | ||
Net real estate | 684,094 | 688,801 | ||
Accounts receivable, net | 1,885 | 1,700 | ||
Cash and cash equivalents | 6,516 | 6,306 | ||
Restricted cash | 1,388 | 3,124 | ||
Right-of-use asset, net | 1,387 | 1,391 | ||
Other assets, net | 3,048 | 3,644 | ||
Total assets | 698,318 | 704,966 | ||
Liabilities | ||||
Mortgage debt | 171,085 | 176,702 | ||
Liabilities related to assets held for sale and discontinued operations, net | 12,119 | 11,003 | ||
Lease liability | 1,387 | 1,392 | ||
Deferred revenue | 1,971 | 1,822 | ||
Total liabilities | $ 186,562 | $ 190,919 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Summary of financial instruments | ||
Bank line of credit and commercial paper | $ 1,038,150 | $ 129,590 |
Senior unsecured notes | 4,255,697 | 5,697,586 |
Mortgage debt | 219,959 | 221,621 |
Carrying Value | ||
Summary of financial instruments | ||
Loans receivable, net | 740,142 | 195,375 |
Marketable debt securities | 20,512 | 20,355 |
Bank line of credit and commercial paper | 1,038,150 | 129,590 |
Term loan | 249,243 | 249,182 |
Senior unsecured notes | 4,255,697 | 5,697,586 |
Mortgage debt | 219,959 | 221,621 |
Interest-rate swap liabilities | 0 | 81 |
Carrying Value | Discontinued Operations | ||
Summary of financial instruments | ||
Mortgage debt | 278,000 | 319,000 |
Fair Value | Level 1 | ||
Summary of financial instruments | ||
Senior unsecured notes | 4,664,075 | 6,517,650 |
Fair Value | Level 2 | ||
Summary of financial instruments | ||
Loans receivable, net | 743,465 | 201,228 |
Marketable debt securities | 20,512 | 20,355 |
Bank line of credit and commercial paper | 1,038,150 | 129,590 |
Term loan | 249,243 | 249,182 |
Mortgage debt | 219,510 | 221,181 |
Interest-rate swap liabilities | $ 0 | $ 81 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 31, 2020USD ($)property | Mar. 31, 2021USD ($)propertyderivative_held | |
Derivative [Line Items] | ||
Repayments of secured debt | $ | $ 6 | |
Number of interest rate derivatives | derivative_held | 0 | |
Mortgage Debt | ||
Derivative [Line Items] | ||
Repayments of secured debt | $ | $ 39 | |
Number of assets classified as discontinued operations | property | 1 | 2 |
Number of interest rate derivatives terminated | derivative_held | 2 |
Accounts Payable, Accrued Lia_3
Accounts Payable, Accrued Liabilities, and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Refundable entrance fees | $ 311,410 | $ 317,444 |
Construction related accrued liabilities | 107,798 | 95,293 |
Accrued interest | 36,013 | 78,735 |
Other accounts payable and accrued liabilities | 241,819 | 271,919 |
Accounts payable, accrued liabilities, and other liabilities | $ 697,040 | $ 763,391 |