Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 4600 South Syracuse Street | |
Entity Address, Address Line Two | Suite 500 | |
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, $1.00 par value | |
Trading Symbol | PEAK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 546,995,686 | |
Entity Central Index Key | 0000765880 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Real estate: | ||
Buildings and improvements | $ 12,889,290 | $ 12,784,078 |
Development costs and construction in progress | 819,810 | 760,355 |
Land | 2,674,942 | 2,667,188 |
Accumulated depreciation and amortization | (3,296,781) | (3,188,138) |
Net real estate | 13,087,261 | 13,023,483 |
Loans receivable, net of reserves of $6,152 and $8,280 | 243,149 | 374,832 |
Investments in and advances to unconsolidated joint ventures | 714,679 | 706,677 |
Accounts receivable, net of allowance of $2,413 and $2,399 | 57,705 | 53,436 |
Cash and cash equivalents | 59,235 | 72,032 |
Restricted cash | 57,990 | 54,802 |
Intangible assets, net | 391,956 | 418,061 |
Assets held for sale, net | 0 | 49,866 |
Right-of-use asset, net | 235,591 | 237,318 |
Other assets, net | 754,723 | 780,722 |
Total assets | 15,602,289 | 15,771,229 |
LIABILITIES AND EQUITY | ||
Bank line of credit and commercial paper | 556,000 | 995,606 |
Term loans | 496,168 | 495,957 |
Senior unsecured notes | 5,056,543 | 4,659,451 |
Mortgage debt | 345,167 | 346,599 |
Intangible liabilities, net | 149,604 | 156,193 |
Liabilities related to assets held for sale, net | 0 | 4,070 |
Lease liability | 207,734 | 208,515 |
Accounts payable, accrued liabilities, and other liabilities | 688,994 | 772,485 |
Deferred revenue | 878,444 | 844,076 |
Total liabilities | 8,378,654 | 8,482,952 |
Commitments and contingencies (Note 10) | ||
Redeemable noncontrolling interests | 85,902 | 105,679 |
Common stock, $1.00 par value: 750,000,000 shares authorized; 546,994,803 and 546,641,973 shares issued and outstanding | 546,995 | 546,642 |
Additional paid-in capital | 10,360,058 | 10,349,614 |
Cumulative dividends in excess of earnings | (4,316,038) | (4,269,689) |
Accumulated other comprehensive income (loss) | 18,721 | 28,134 |
Total stockholders’ equity | 6,609,736 | 6,654,701 |
Joint venture partners | 320,363 | 327,721 |
Non-managing member unitholders | 207,634 | 200,176 |
Total noncontrolling interests | 527,997 | 527,897 |
Total equity | 7,137,733 | 7,182,598 |
Total liabilities and equity | $ 15,602,289 | $ 15,771,229 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Parenthetical Disclosures | ||
Reserves for loans receivable | $ 6,152 | $ 8,280 |
Allowance for accounts receivable | $ 2,413 | $ 2,399 |
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) | 546,994,803 | 546,641,973 |
Common stock, shares outstanding (in shares) | 546,994,803 | 546,641,973 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues [Abstract] | ||
Rental and related revenues | $ 392,431 | $ 370,150 |
Resident fees and services | 127,084 | 121,560 |
Interest income | 6,163 | 5,494 |
Income from direct financing leases | 0 | 1,168 |
Total revenues | 525,678 | 498,372 |
Costs and expenses: | ||
Interest expense | 47,963 | 37,586 |
Depreciation and amortization | 179,225 | 177,733 |
Operating | 223,088 | 207,247 |
General and administrative | 24,547 | 23,831 |
Transaction costs | 2,425 | 296 |
Impairments and loan loss reserves (recoveries), net | (2,213) | 132 |
Total costs and expenses | 475,035 | 446,825 |
Other income (expense): | ||
Gain (loss) on sales of real estate, net | 81,578 | 3,856 |
Other income (expense), net | 772 | 18,316 |
Total other income (expense), net | 82,350 | 22,172 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 132,993 | 73,719 |
Income tax benefit (expense) | (302) | (777) |
Equity income (loss) from unconsolidated joint ventures | 1,816 | 2,084 |
Income (loss) from continuing operations | 134,507 | 75,026 |
Income (loss) from discontinued operations | 0 | 317 |
Net income (loss) | 134,507 | 75,343 |
Noncontrolling interests’ share in continuing operations | (15,555) | (3,730) |
Net income (loss) attributable to Healthpeak Properties, Inc. | 118,952 | 71,613 |
Participating securities’ share in earnings | (1,254) | (1,976) |
Net income (loss) applicable to common shares | $ 117,698 | $ 69,637 |
Earnings Per Share [Abstract] | ||
Continuing operations (in dollars per share) | $ 0.22 | $ 0.13 |
Discontinued operations (in dollars per share) | 0 | 0 |
Net income (loss) applicable to common shares (in dollars per share) | 0.22 | 0.13 |
Diluted earnings (loss) per common share: | ||
Continuing operations (in dollars per share) | 0.22 | 0.13 |
Discontinued operations (in dollars per share) | 0 | 0 |
Net income (loss) applicable to common shares (in dollars per share) | $ 0.22 | $ 0.13 |
Weighted average shares outstanding: | ||
Basic (in shares) | 546,842 | 539,352 |
Diluted (in shares) | 547,110 | 539,586 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 134,507 | $ 75,343 |
Other comprehensive income (loss): | ||
Net unrealized gains (losses) on derivatives | (9,477) | 0 |
Change in Supplemental Executive Retirement Plan obligation and other | 64 | 100 |
Total other comprehensive income (loss) | (9,413) | 100 |
Total comprehensive income (loss) | 125,094 | 75,443 |
Total comprehensive (income) loss attributable to noncontrolling interests | (15,555) | (3,730) |
Total comprehensive income (loss) attributable to Healthpeak Properties, Inc. | $ 109,539 | $ 71,713 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS - 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 |
Balance (in shares) at Dec. 31, 2021 | 539,097 | ||||||
Balance at Dec. 31, 2021 | $ 7,058,760 | $ 6,515,470 | $ 539,097 | $ 10,100,294 | $ (4,120,774) | $ (3,147) | $ 543,290 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 75,331 | 71,613 | 71,613 | 3,718 | |||
Other comprehensive income (loss) | 100 | 100 | 100 | ||||
Issuance of common stock, net (in shares) | 766 | ||||||
Issuance of common stock, net | 329 | 329 | $ 766 | (437) | |||
Repurchase of common stock (in shares) | (339) | ||||||
Repurchase of common stock | (11,352) | (11,352) | $ (339) | (11,013) | |||
Stock-based compensation | 6,144 | 6,144 | 6,144 | ||||
Common dividends | (163,780) | (163,780) | (163,780) | ||||
Distributions to noncontrolling interests | (7,509) | (7,509) | |||||
Adjustments to redemption value of redeemable noncontrolling interests | (10,301) | (10,301) | (10,301) | ||||
Balance (in shares) at Mar. 31, 2022 | 539,524 | ||||||
Balance at Mar. 31, 2022 | 6,947,722 | 6,408,223 | $ 539,524 | 10,084,687 | (4,212,941) | (3,047) | 539,499 |
Beginning balance at Dec. 31, 2021 | 87,344 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||
Net income (loss) | 12 | ||||||
Contributions from noncontrolling interests | 233 | ||||||
Adjustments to redemption value of redeemable noncontrolling interests | 10,301 | ||||||
Ending balance at Mar. 31, 2022 | 97,890 | ||||||
Balance (in shares) at Dec. 31, 2022 | 546,642 | ||||||
Balance at Dec. 31, 2022 | 7,182,598 | 6,654,701 | $ 546,642 | 10,349,614 | (4,269,689) | 28,134 | 527,897 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | 134,341 | 118,952 | 118,952 | 15,389 | |||
Other comprehensive income (loss) | (9,413) | (9,413) | (9,413) | ||||
Issuance of common stock, net (in shares) | 591 | ||||||
Issuance of common stock, net | 174 | 174 | $ 591 | (417) | |||
Repurchase of common stock (in shares) | (238) | ||||||
Repurchase of common stock | (6,467) | (6,467) | $ (238) | (6,229) | |||
Stock-based compensation | 4,565 | (2,877) | (2,877) | 7,442 | |||
Common dividends | (165,301) | (165,301) | (165,301) | ||||
Distributions to noncontrolling interests | (22,731) | (22,731) | |||||
Adjustments to redemption value of redeemable noncontrolling interests | 19,967 | 19,967 | 19,967 | ||||
Balance (in shares) at Mar. 31, 2023 | 546,995 | ||||||
Balance at Mar. 31, 2023 | 7,137,733 | $ 6,609,736 | $ 546,995 | $ 10,360,058 | $ (4,316,038) | $ 18,721 | $ 527,997 |
Beginning balance at Dec. 31, 2022 | 105,679 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests | |||||||
Net income (loss) | 166 | ||||||
Distributions to noncontrolling interests | (72) | ||||||
Contributions from noncontrolling interests | 96 | ||||||
Adjustments to redemption value of redeemable noncontrolling interests | (19,967) | ||||||
Ending balance at Mar. 31, 2023 | $ 85,902 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Common dividends, per share (in dollars per share) | $ 0.30 | $ 0.30 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 134,507 | $ 75,343 |
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 | 179,225 | 177,733 |
Stock-based compensation amortization expense | 3,287 | 4,721 |
Amortization of deferred financing costs | 2,821 | 2,689 |
Straight-line rents | (747) | (11,158) |
Amortization of nonrefundable entrance fees and above (below) market lease intangibles | (25,690) | (24,725) |
Equity loss (income) from unconsolidated joint ventures | (1,816) | (2,148) |
Distributions of earnings from unconsolidated joint ventures | 185 | 237 |
Loss (gain) on sale of real estate under direct financing leases | 0 | (22,693) |
Deferred income tax expense (benefit) | (402) | (79) |
Impairments and loan loss reserves (recoveries), net | (2,213) | 132 |
Loss (gain) on sales of real estate, net | (81,578) | (3,785) |
Casualty-related loss (recoveries), net | 529 | 0 |
Other non-cash items | 1,698 | (1,593) |
Changes in: | ||
Decrease (increase) in accounts receivable and other assets, net | (19,949) | (4,144) |
Increase (decrease) in accounts payable, accrued liabilities, and deferred revenue | (15,936) | 3,653 |
Net cash provided by (used in) operating activities | 173,921 | 194,183 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (10,219) | (134,067) |
Development, redevelopment, and other major improvements of real estate | (204,889) | (178,285) |
Leasing costs, tenant improvements, and recurring capital expenditures | (22,789) | (22,839) |
Proceeds from sales of real estate, net | 141,559 | 13,265 |
Investments in unconsolidated joint ventures | (9,640) | (1,486) |
Distributions in excess of earnings from unconsolidated joint ventures | 3,210 | 3,875 |
Proceeds from insurance recovery | 2,650 | 0 |
Proceeds from sales/principal repayments on loans receivable, direct financing leases, and marketable debt securities | 158,381 | 75,435 |
Investments in loans receivable and other | (1,918) | (1,860) |
Net cash provided by (used in) investing activities | 56,345 | (245,962) |
Cash flows from financing activities: | ||
Borrowings under bank line of credit and commercial paper | 3,372,255 | 3,732,668 |
Repayments under bank line of credit and commercial paper | (3,811,861) | (3,567,830) |
Issuances and borrowings of term loans, senior unsecured notes, and mortgage debt | 399,532 | 0 |
Repayments and repurchases of term loans, senior unsecured notes, and mortgage debt | (1,325) | (1,270) |
Payments for debt extinguishment and deferred financing costs | (4,175) | 0 |
Issuance of common stock and exercise of options, net of offering costs | (151) | (4) |
Repurchase of common stock | (6,467) | (11,352) |
Dividends paid on common stock | (164,976) | (163,447) |
Distributions to and purchase of noncontrolling interests | (22,803) | (7,509) |
Contributions from and issuance of noncontrolling interests | 96 | 233 |
Net cash provided by (used in) financing activities | (239,875) | (18,511) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (9,609) | (70,290) |
Cash, cash equivalents, and restricted cash, beginning of period | 126,834 | 219,448 |
Cash, cash equivalents, and restricted cash, end of period | $ 117,225 | $ 149,158 |
Business
Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Overview Healthpeak Properties, Inc., a Standard & Poor’s 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) that, together with its consolidated entities (collectively, “Healthpeak” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). Healthpeak® acquires, develops, owns, leases, 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 California, Tennessee, and Massachusetts. On February 7, 2023, Healthpeak Properties, Inc. announced its intent to complete an UPREIT reorganization. As part of the reorganization, the company formerly known as Healthpeak Properties, Inc. (“Old Healthpeak”) formed New Healthpeak, Inc. (“New Healthpeak”) as a wholly owned subsidiary, and New Healthpeak formed Healthpeak Merger Sub, Inc. (“Merger Sub”) as a wholly owned subsidiary. On February 10, 2023, Merger Sub merged with and into Old Healthpeak, with Old Healthpeak continuing as the surviving corporation and a wholly owned subsidiary of New Healthpeak (the “Merger”). In connection with the Merger, New Healthpeak changed its name to Healthpeak Properties, Inc. In connection with the UPREIT reorganization and immediately following the Merger, Old Healthpeak converted from a Maryland corporation to a Maryland limited liability company named Healthpeak OP, LLC (“Healthpeak OP”). Following the UPREIT reorganization, New Healthpeak’s business is conducted through Healthpeak OP and New Healthpeak does not have material assets or liabilities, other than through its investment in Healthpeak OP. This Quarterly Report on Form 10-Q pertains to the business and results of operations of Old Healthpeak through February 9, 2023 and of New Healthpeak from and including February 10, 2023, for the quarter ended March 31, 2023. For additional information on the UPREIT reorganization, see the Company’s Current Report on Form 8-K12B filed with the U.S. Securities and Exchange Commission (“SEC”) on February 10, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the 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, 2023 and 2022, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the coronavirus pandemic. Grant income is recognized to the extent that qualifying expenses and lost revenues exceed grants received and the Company will comply with all conditions attached to the grant. As of March 31, 2023, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture. The following table summarizes information related to government grant income received and recognized by the Company (in thousands): Three Months Ended 2023 2022 Government grant income recorded in other income (expense), net $ 137 $ 6,552 Government grant income recorded in equity income (loss) from unconsolidated joint ventures 228 648 Government grant income recorded in income (loss) from discontinued operations — 206 Total government grants received $ 365 $ 7,406 Discontinued Operations Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions In 2020, the Company concluded that the dispositions of its senior housing triple-net and Senior Housing Operating Property (“SHOP”) portfolios represented a strategic shift that had a major effect on its operations and financial results. Therefore, senior housing triple-net and SHOP assets are classified as discontinued operations in all periods presented herein. See Note 4 for further information. Recent Accounting Pronouncements Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements. The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures. Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which defers the sunset date of the reference rate reform guidance to December 31, 2024. The amendments in ASU 2020-04, ASU 2021-01, and ASU 2022-06 were effective immediately upon issuance. In 2022, the Company elected to apply certain hedge accounting expedients provided by ASU 2020-04 and ASU 2021-01, which preserves the hedging relationship of derivatives. During the first quarter of 2023, the Company amended certain of its variable rate mortgage debt and the related interest rate swap agreements to change the interest rate benchmark from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). The Company elected to apply certain practical expedients provided by ASU 2020-04 and ASU 2021-01 related to cash flow hedges, which did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures. The expedients provided by ASU 2020-04, ASU 2021-01, and ASU 2022-06 and the effects of reference rate reform have not had, and are not expected to have, a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate | Real Estate 2023 Real Estate Investment Acquisitions In January 2023, the Company closed a life science acquisition in Cambridge, Massachusetts for $9 million. 2022 Real Estate Investment Acquisitions 67 Smith Place In January 2022, the Company closed a life science acquisition in Cambridge, Massachusetts for $72 million. Vista Sorrento Phase II In January 2022, the Company closed a life science acquisition in San Diego, California for $24 million. Webster MOB Portfolio In March 2022, the Company acquired a portfolio of two medical office buildings (“MOBs”) in Houston, Texas for $43 million. Northwest Medical Plaza In May 2022, the Company acquired one MOB in Bentonville, Arkansas for $26 million. Concord Avenue Land Parcels In December 2022, the Company closed a life science acquisition in Cambridge, Massachusetts for $18 million. Development Activities The Company’s commitments, which are primarily related to development and redevelopment projects and Company-owned tenant improvements, decreased by $35 million, to $217 million at March 31, 2023, when compared to December 31, 2022, primarily as a result of construction spend on existing projects in the first quarter of 2023, thereby decreasing the remaining commitment. |
Dispositions of Real Estate and
Dispositions of Real Estate and Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions of Real Estate and Discontinued Operations | Dispositions of Real Estate and Discontinued Operations 2023 Dispositions of Real Estate In January 2023, the Company sold two life science facilities in Durham, North Carolina, which were classified as held for sale as of December 31, 2022, for $113 million, resulting in total gain on sales of $60 million. Additionally, in March 2023, the Company sold two MOBs for $32 million, resulting in total gain on sales of $21 million. 2022 Dispositions of Real Estate During the three months ended March 31, 2022, the Company sold one life science facility in Salt Lake City, Utah for $14 million, resulting in a gain on sale of $4 million. During the three months ended June 30, 2022, the Company sold three MOBs and one MOB land parcel for $27 million, resulting in total gain on sales of $10 million. During the three months ended September 30, 2022, the Company sold two MOBs for $9 million, resulting in total gain on sales of $1 million. Held for Sale and Discontinued Operations In 2020, the Company concluded that the dispositions of its senior housing triple-net and SHOP portfolios represented a strategic shift that had a major effect on its operations and financial results. Therefore, senior housing triple-net and SHOP assets are classified as discontinued operations in all periods presented herein. At each of March 31, 2023 and December 31, 2022, the total assets and total liabilities classified as discontinued operations were zero. As of March 31, 2023, no assets were classified as held for sale. As of December 31, 2022, two life science assets were classified as held for sale, with an aggregate carrying value of $50 million, primarily comprised of net real estate assets of $44 million. As of December 31, 2022, liabilities related to these assets held for sale were $4 million. These two life science assets were sold in January 2023, as discussed above. The results of discontinued operations during the three months ended March 31, 2023 and 2022 are presented below (in thousands) and are included in the consolidated results of operations for the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Revenues: Resident fees and services $ — $ 2,655 Total revenues — 2,655 Costs and expenses: Operating — 2,674 Total costs and expenses — 2,674 Other income (expense): Gain (loss) on sales of real estate, net — (71) Other income (expense), net — 3 Total other income (expense), net — (68) Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures — (87) Income tax benefit (expense) — 340 Equity income (loss) from unconsolidated joint ventures — 64 Income (loss) from discontinued operations $ — $ 317 Impairments of Real Estate During the three months ended March 31, 2023 and 2022, the Company did not recognize any impairment charges. Other Losses |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended 2023 2022 Fixed income from operating leases $ 296,217 $ 287,292 Variable income from operating leases 96,214 82,858 Interest income from direct financing leases — 1,168 Direct Financing Leases 2022 Direct Financing Lease Sale During the first quarter of 2022, the Company sold its remaining hospital under a direct financing lease (“DFL”) for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net. Therefore, at March 31, 2023 and December 31, 2022, the Company had no leases classified as a DFL. Straight-Line Rents For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. If the Company determines that collectibility of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. During the three months ended March 31, 2023, the Company wrote off $9 million of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code during the period. This write-off was recognized as a reduction in rental and related revenues on the Consolidated Statements of Operations and future revenue related to this tenant will be recognized on a cash basis. |
Leases | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended 2023 2022 Fixed income from operating leases $ 296,217 $ 287,292 Variable income from operating leases 96,214 82,858 Interest income from direct financing leases — 1,168 Direct Financing Leases 2022 Direct Financing Lease Sale During the first quarter of 2022, the Company sold its remaining hospital under a direct financing lease (“DFL”) for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net. Therefore, at March 31, 2023 and December 31, 2022, the Company had no leases classified as a DFL. Straight-Line Rents For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. If the Company determines that collectibility of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. During the three months ended March 31, 2023, the Company wrote off $9 million of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code during the period. This write-off was recognized as a reduction in rental and related revenues on the Consolidated Statements of Operations and future revenue related to this tenant will be recognized on a cash basis. |
Lessee | Leases Lease Income The following table summarizes the Company’s lease income, excluding discontinued operations (in thousands): Three Months Ended 2023 2022 Fixed income from operating leases $ 296,217 $ 287,292 Variable income from operating leases 96,214 82,858 Interest income from direct financing leases — 1,168 Direct Financing Leases 2022 Direct Financing Lease Sale During the first quarter of 2022, the Company sold its remaining hospital under a direct financing lease (“DFL”) for $68 million and recognized a gain on sale of $23 million, which is included in other income (expense), net. Therefore, at March 31, 2023 and December 31, 2022, the Company had no leases classified as a DFL. Straight-Line Rents For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility of future minimum lease payments is probable. If the Company determines that collectibility of future minimum lease payments is not probable, the straight-line rent receivable balance is written off and recognized as a decrease in revenue in that period and future revenue recognition is limited to amounts contractually owed and paid. The Company does not resume recognition of income on a straight-line basis unless it determines that collectibility of future payments related to these leases is probable. During the three months ended March 31, 2023, the Company wrote off $9 million of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code during the period. This write-off was recognized as a reduction in rental and related revenues on the Consolidated Statements of Operations and future revenue related to this tenant will be recognized on a cash basis. |
Loans Receivable
Loans Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): March 31, December 31, Secured loans (1) $ 214,238 $ 350,837 CCRC resident loans 36,470 33,083 Unamortized discounts, fees, and costs (1,407) (808) Reserve for loan losses (6,152) (8,280) Loans receivable, net $ 243,149 $ 374,832 _______________________________________ (1) At each of March 31, 2023 and December 31, 2022, the Company had $40 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. Sunrise Senior Housing Portfolio Seller Financing In conjunction with the sale of 32 SHOP facilities for $664 million in January 2021, 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). As of March 31, 2023, the additional financing was reduced to $40 million, of which $0.4 million had been funded. The initial and additional financing is secured by the buyer’s equity ownership in each property. In June 2021, February 2022, July 2022, and December 2022, the Company received principal repayments of $246 million, $8 million, $27 million, and $10 million, respectively, in conjunction with the disposition of the underlying collateral. At each of March 31, 2023 and December 31, 2022, this secured loan had an outstanding principal balance of $120 million. Other Seller Financing In conjunction with the sale of 16 additional SHOP facilities for $230 million in January 2021, 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. Upon maturity in January 2023, the borrower did not make the required principal repayment. In February 2023, the borrower made a partial principal repayment of $102 million and the remaining balance owed was refinanced with the Company. In connection with the refinance, the maturity date of the loan was extended to January 2024 and the interest rate on the loan was increased to a variable rate based on Term SOFR (plus an 11 basis point adjustment related to SOFR transition) plus 6.0% for the first six months of the extended term, increasing to 7.0% for the last six months of the extended term. The Company also received a $1 million extension fee in connection with the refinance, which is recognized in interest income over the remaining term of the loan. 2023 Other Loans Receivable Transactions In February 2023, the Company received full repayment of the outstanding balance of one $35 million secured loan. In April 2023, the Company received full repayment of the outstanding balance of one $14 million secured loan. 2022 Other Loans Receivable Transactions In May 2022, the Company received full repayment of the outstanding balance of a $2 million secured loan. In November 2022, the Company received full repayment of the outstanding balance of a $1 million mezzanine loan. In December 2022, the Company extended the maturity dates of four secured loans with an aggregate outstanding balance of $61 million, originally scheduled to mature in December 2022, by one year to December 2023. In connection with the extensions, the interest rates on the loans were increased to a variable rate based on Term SOFR (plus an 11 basis point adjustment related to SOFR transition) with a floor of 8.5% for the first six months of the extended term, increasing to a floor of 10.5% for the last six months of the extended term. Two of these secured loans were repaid during 2023 as discussed above. CCRC Resident Loans 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. At March 31, 2023 and December 31, 2022, the Company held $36 million and $33 million, respectively, of such notes receivable. 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 reserves for loan losses, as of March 31, 2023 (in thousands): Investment Type Year of Origination Total 2023 2022 2021 2020 2019 Prior Secured loans Risk rating: Performing loans $ — $ — $ 163,562 $ 43,117 $ — $ — $ 206,679 Watch list loans — — — — — — — Workout loans — — — — — — — Total secured loans $ — $ — $ 163,562 $ 43,117 $ — $ — $ 206,679 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — Current period recoveries — — — — — — — Current period net write-offs $ — $ — $ — $ — $ — $ — $ — CCRC resident loans Risk rating: Performing loans $ 14,482 $ 21,910 $ — $ 78 $ — $ — $ 36,470 Watch list loans — — — — — — — Workout loans — — — — — — — Total CCRC resident loans $ 14,482 $ 21,910 $ — $ 78 $ — $ — $ 36,470 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — Current period recoveries — — — — — — — Current period net write-offs $ — $ — $ — $ — $ — $ — $ — Reserve for Loan Losses The Company evaluates the liquidity and creditworthiness of its borrowers on a quarterly basis to determine whether any updates to the future expected losses recognized upon inception are necessary. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity, and other factors. The determination of loan losses also considers concentration of credit risk associated with the senior housing industry to which its loans receivable relate. The Company’s borrowers furnish property, portfolio, and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis, which the Company utilizes to calculate the debt service coverages used in its assessment of internal ratings, which is a primary credit quality indicator. Debt service coverage information is evaluated together with other property, portfolio, and operator performance information, including revenue, expense, NOI, occupancy, rental rates, capital expenditures, and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. In its assessment of current expected credit losses for loans receivable and unfunded loan commitments, the Company utilizes past payment history of its borrowers, current economic conditions, and forecasted economic conditions through the maturity date of each loan to estimate a probability of default and a resulting loss for each loan receivable. Future economic conditions are based primarily on near-term economic forecasts from the Federal Reserve and reasonable assumptions for long-term economic trends. The following table summarizes the Company’s reserve for loan losses (in thousands): March 31, 2023 December 31, 2022 Secured Loans Other (1) Total Secured Loans Other (1) Total Reserve for loan losses, beginning of period $ 8,280 $ — $ 8,280 $ 1,804 $ 9 $ 1,813 Provision for expected loan losses (171) — (171) 6,527 7 6,534 Expected loan losses (recoveries) related to loans sold or repaid (1,957) — (1,957) (51) (16) (67) Reserve for loan losses, end of period $ 6,152 $ — $ 6,152 $ 8,280 $ — $ 8,280 _______________________________________ (1) Includes CCRC resident loans and other loan activity. Additionally, at March 31, 2023 and December 31, 2022, a liability of $0.7 million and $0.8 million, respectively, related to expected credit losses for unfunded loan commitments was included in accounts payable, accrued liabilities, and other liabilities. The change in the reserve for expected loan losses during the three months ended March 31, 2023 is primarily due to principal repayments on seller financing, partially offset by increased interest rates on variable rate loans. |
Investments in and Advances to
Investments in and Advances to Unconsolidated Joint Ventures | 3 Months Ended |
Mar. 31, 2023 | |
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 (dollars in thousands): Carrying Amount March 31, December 31, Entity (1) Segment Property Count (2) Ownership % (2) 2023 2022 SWF SH JV Other 19 54 $ 343,873 $ 345,978 South San Francisco JVs (3) Life science 7 70 319,535 309,969 Life Science JV Life science 1 49 26,817 26,601 Needham Land Parcel JV (4) Life science — 38 15,658 15,391 Medical Office JVs (5) Medical office 3 20 - 67 8,796 8,738 $ 714,679 $ 706,677 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Property counts and ownership percentages are as of March 31, 2023. (3) In August 2022, the Company sold a 30% interest in seven life science assets in South San Francisco, California to a sovereign wealth fund. This transaction resulted in the recognition of seven unconsolidated life science joint ventures in which the Company holds a 70% ownership percentage in each joint venture. These joint ventures have been aggregated herein due to similarity of the investments and operations. (4) Land held for development is excluded from the property count as of March 31, 2023. (5) Includes two unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). These joint ventures have been aggregated herein due to similarity of the investments and operations. In April 2023, the Company acquired the remaining 80% interest in one of the two properties in the Ventures IV unconsolidated joint venture for $4 million. |
Intangibles
Intangibles | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 (1) Gross intangible lease assets $ 767,224 $ 770,285 Accumulated depreciation and amortization (375,268) (352,224) Intangible assets, net $ 391,956 $ 418,061 Weighted average remaining amortization period in years 5 5 _______________________________________ (1) Excludes intangible assets reported in assets held for sale of $2 million. 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 $ 236,831 $ 237,464 Accumulated depreciation and amortization (87,227) (81,271) Intangible liabilities, net $ 149,604 $ 156,193 Weighted average remaining amortization period in years 7 7 During the three months ended March 31, 2023, no intangible assets or liabilities were acquired. During the year ended December 31, 2022, in conjunction with the Company’s acquisitions of real estate, the Company acquired intangible assets of $7 million and intangible liabilities of $6 million. The intangible assets and liabilities acquired had a weighted average amortization period at acquisition of 7 years and 11 years, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt In connection with the UPREIT reorganization, Old Healthpeak converted to Healthpeak OP, which is the Company’s consolidated operating subsidiary. Healthpeak OP is the borrower under, and the Company is the guarantor of, all of the unsecured debt discussed below, which includes the Revolving Facility, Term Loan Facilities, Commercial Paper Program (each as defined below), and senior unsecured notes. The Company’s guarantee of the senior unsecured notes is full and unconditional and applicable to existing and future senior unsecured notes. Bank Line of Credit and Term Loans On May 23, 2019, the Company executed a $2.5 billion unsecured revolving line of credit facility, with a maturity date of May 23, 2023 and two six-month extension options, subject to certain customary conditions. In September 2021, the Company executed an amended and restated unsecured revolving line of credit (the “Revolving Facility”) to increase total revolving commitments from $2.5 billion to $3.0 billion and extend the maturity date to January 20, 2026. This maturity date may be further extended pursuant to two six-month extension options, subject to certain customary conditions. Borrowings under the Revolving Facility accrue interest at the applicable interest rate benchmark plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. On February 10, 2023, the Company executed an amendment to the Revolving Facility to convert the interest rate benchmark from LIBOR to SOFR. The Company also pays a facility fee on the entire revolving commitment that depends on its credit ratings. Additionally, the Revolving Facility includes a sustainability-linked pricing component whereby the applicable margin may be reduced by up to 0.025% based on the Company’s achievement of specified sustainability-linked metrics, subject to certain conditions. Based on the Company’s credit ratings at March 31, 2023, and inclusive of achievement of a sustainability-linked metric during the year ended December 31, 2021, the margin on the Revolving Facility was 0.85% and the facility fee was 0.15%. At each of March 31, 2023 and December 31, 2022, the Company had no balance outstanding under the Revolving Facility. The Revolving Facility includes 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. On August 22, 2022, the Company executed a term loan agreement (the “Term Loan Agreement”) that provided for two senior unsecured delayed draw term loans in an aggregate principal amount of up to $500 million (the “Term Loan Facilities”). The Term Loan Facilities were available to be drawn from time to time during a 180-day period after closing, subject to customary borrowing conditions, and the Company drew the entirety of the $500 million under the Term Loan Facilities in October 2022. $250 million of the Term Loan Facilities has an initial stated maturity of 4.5 years, which may be extended for a one-year period subject to certain customary conditions. The other $250 million of the Term Loan Facilities has a stated maturity of 5 years with no option to extend. At each of March 31, 2023 and December 31, 2022, the Company had $500 million outstanding under the Term Loan Facilities. Loans outstanding under the Term Loan Facilities accrue interest at Term SOFR plus a margin that depends on the credit ratings of the Company’s senior unsecured long-term debt. The Term Loan Agreement also includes a sustainability-linked pricing component whereby the applicable margin under the Term Loan Facilities may be reduced by 0.01% based on the Company’s achievement of specified sustainability-linked metrics. Based on the Company’s credit ratings as of March 31, 2023, the margin on the Term Loan Facilities was 0.95%. The Term Loan Agreement includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to an additional $500 million, subject to securing additional commitments. In August 2022, the Company entered into two forward-starting interest rate swap instruments that are designated as cash flow hedges (see Note 17). The Term Loan Facilities associated with these interest rate swap instruments are reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instruments. Based on the Company’s credit ratings as of March 31, 2023, the Term Loan Facilities had a blended fixed effective interest rate of 3.77%, inclusive of the impact of these interest rate swap instruments and amortization of the related debt issuance costs. The Revolving Facility and Term Loan Facilities are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (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 $7.7 billion. The Company believes it was in compliance with each of these covenants at March 31, 2023. 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. At each of March 31, 2023 and December 31, 2022, the maximum aggregate face or principal amount that can be outstanding at any one time was $2.0 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, 2023, the Company had $556 million of securities outstanding under the Commercial Paper Program, with original maturities of approximately 16 days and a weighted average interest rate of 5.53%. At December 31, 2022, the Company had $996 million of securities outstanding under the Commercial Paper Program, with original maturities of approximately two months and a weighted average interest rate of 4.90%. Senior Unsecured Notes At March 31, 2023 and December 31, 2022, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.1 billion and $4.7 billion, respectively. 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, 2023. The following table summarizes the Company’s senior unsecured notes issuances during the three months ended March 31, 2023 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year January 17, 2023 $ 400,000 5.25 % 2032 During the three months ended March 31, 2023, there were no repurchases or redemptions of senior unsecured notes. During the year ended December 31, 2022, there were no issuances, repurchases, or redemptions of senior unsecured notes. Mortgage Debt At March 31, 2023 and December 31, 2022, the Company had $344 million and $345 million, respectively, in aggregate principal of mortgage debt outstanding, which was secured by 15 MOBs and 3 CCRCs, with an aggregate carrying value of $785 million and $793 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 each of the three months ended March 31, 2023 and 2022, the Company made aggregate principal repayments of mortgage debt of $1 million. The Company has $142 million of mortgage debt secured by a portfolio of 13 MOBs that matures in May 2026. In April 2022, the Company terminated its existing interest rate cap instruments associated with this variable rate mortgage debt and entered into two interest rate swap instruments that are designated as cash flow hedges and mature in May 2026. In February 2023, the agreements associated with this variable rate mortgage debt were amended to change the interest rate benchmarks from LIBOR to SOFR, effective March 2023. Concurrently, the Company modified the related interest rate swap instruments to reflect the change in the interest rate benchmarks from LIBOR to SOFR (see Note 17). The variable rate mortgage debt associated with these interest rate swap instruments is reported as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Debt Maturities The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2023 (dollars in thousands): Senior Unsecured Notes (2) Mortgage Debt (3) Year Bank Line Commercial Paper (1) Term Loans Amount Interest Rate Amount Interest Rate Total 2023 $ — $ — $ — $ — — % $ 88,765 3.80 % $ 88,765 2024 — — — — — % 7,024 6.48 % 7,024 2025 — — — 800,000 3.92 % 3,209 3.82 % 803,209 2026 — 556,000 — 650,000 3.40 % 244,523 4.44 % 1,450,523 2027 — — 500,000 450,000 1.54 % 366 5.91 % 950,366 Thereafter — — — 3,200,000 3.74 % — — % 3,200,000 — 556,000 500,000 5,100,000 343,887 6,499,887 Premiums, (discounts), and debt issuance costs, net — — (3,832) (43,457) 1,280 (46,009) $ — $ 556,000 $ 496,168 $ 5,056,543 $ 345,167 $ 6,453,878 _______________________________________ (1) Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility. (2) Effective interest rates on the senior unsecured notes range from 1.54% to 6.87% with a weighted average effective interest rate of 3.53% and a weighted average maturity of 6 years. (3) Effective interest rates on the mortgage debt range from 3.44% to 8.52% with a weighted average effective interest rate of 4.31% and a weighted average maturity of 3 years. These interest rates include the impact of designated interest rate swap instruments, which effectively fix the interest rate on certain variable rate debt. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred. DownREITs and Other Partnerships In connection with the formation of certain limited liability companies (“DownREITs”), members may contribute appreciated real estate to a DownREIT in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Internal Revenue Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. These indemnification agreements have expirations terms that range through 2039 on a total of 29 properties. Additionally, the Company owns a 49% interest in the Life Science JV (see Note 7). If the property in the joint venture 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. |
Equity and Redeemable Noncontro
Equity and Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity and Redeemable Noncontrolling Interests | Equity and Redeemable Noncontrolling Interests Dividends On April 27, 2023, 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 19, 2023 to stockholders of record as of the close of business on May 8, 2023. During each of the three months ended March 31, 2023 and 2022, the Company declared and paid common stock cash dividends of $0.30 per share. At-The-Market Equity Offering Program In February 2023, in connection with the UPREIT reorganization, the Company terminated the previous at-the-market equity offering program (as amended from time to time, the “2020 ATM Program”) and established a new at-the-market equity offering program (the “2023 ATM Program” and, together with the 2020 ATM Program, the “ATM Programs”). The ATM Programs allow for the sale of shares of common stock having an aggregate gross sales price of up to $1.5 billion (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 (each, an “ATM forward contract”). The use of ATM forward contracts allows the Company to lock in a share price on the sale of shares at the time the ATM forward contract is effective, but defer receiving the proceeds from the sale of shares until a later date. ATM forward contracts generally have a one At March 31, 2023, $1.5 billion of the Company’s common stock remained available for sale under the 2023 ATM Program. ATM Forward Contracts During the year ended December 31, 2021, the Company utilized the forward provisions under the 2020 ATM Program to allow for the sale of an aggregate of 9.1 million shares of its common stock at an initial weighted average net price of $35.25 per share, after commissions. The Company did not enter into any forward contracts under the 2020 ATM Program during the year ended December 31, 2022. In December 2022, the Company settled all 9.1 million shares previously outstanding under ATM forward contracts at a weighted average net price of $34.01 per share, after commissions, resulting in net proceeds of $308 million. During the three months ended March 31, 2023, the Company did not utilize the forward provisions under the ATM Programs. ATM Direct Issuances During each of the three months ended March 31, 2023 and March 31, 2022, there were no direct issuances of shares of common stock under the ATM Programs. Share Repurchase Program On August 1, 2022, the Company’s Board of Directors approved a share repurchase program under which the Company may acquire shares of its common stock in the open market up to an aggregate purchase price of $500 million (the “Share Repurchase Program”). Purchases of common stock under the Share Repurchase Program may be exercised at the Company’s discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements, and other corporate liquidity requirements and priorities. The Share Repurchase Program expires in August 2024 and may be suspended or terminated at any time without prior notice. Under Maryland General Corporation Law, outstanding shares of common stock acquired by a corporation become authorized but unissued shares, which may be re-issued. In August 2022, the Company repurchased 2.1 million shares of its common stock at a weighted average price of $27.16 per share for a total of $56 million. During the three months ended March 31, 2023, there were no repurchases under the Share Repurchase Program. Therefore, at March 31, 2023, $444 million of the Company’s common stock remained available for repurchase under the Share Repurchase Program. 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 $ 20,668 $ 30,145 Supplemental Executive Retirement Plan minimum liability (1,947) (2,011) Total accumulated other comprehensive income (loss) $ 18,721 $ 28,134 The Company has a defined benefit pension plan, known as the Supplemental Executive Retirement Plan, with one plan participant, a former Chief Executive Officer (“CEO”) of the Company who departed in 2003. Changes to the Supplemental Executive Retirement Plan minimum liability are reflected in other comprehensive income (loss). Noncontrolling Interests Redeemable Noncontrolling Interests Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Certain of the Company’s noncontrolling interest holders have the ability to put their equity interests to the Company upon specified events or after the passage of a predetermined period of time. Each put option is payable in cash and subject to increases in redemption value in the event that the underlying property generates specified returns for the Company and meets certain promote thresholds pursuant to the respective agreements. Accordingly, the Company records redeemable noncontrolling interests outside of permanent equity and presents the redeemable noncontrolling interests at the greater of their carrying amount or redemption value at the end of each reporting period. During the year ended December 31, 2022, one of the redeemable noncontrolling interests met the conditions for redemption, but was not yet exercised as of March 31, 2023. The three remaining redeemable noncontrolling interests had not yet met the conditions for redemption as of March 31, 2023 or December 31, 2022. Two of the interests will become redeemable following the passage of a predetermined amount of time, which will occur during 2023 and 2024. The third interest will become redeemable at the earlier of a predetermined passage of time or stabilization of the underlying development property, which is expected to occur in 2024. The redemption values are subject to change based on the assessment of redemption value at each redemption date. Healthpeak OP Immediately following the Reorganization, Healthpeak Properties, Inc. was the initial sole member and 100% owner of Healthpeak OP. Subsequent to the Reorganization, certain employees of the Company (“OP Unitholders”) were issued noncontrolling, non-managing member units in Healthpeak OP (“OP Units”). As of March 31, 2023, Healthpeak Properties, Inc. owned 99.6% of Healthpeak OP, with the OP Unitholders owning the remaining 0.4%. When certain conditions are met, the OP Unitholders have the right to require redemption of part or all of their OP Units for cash or shares of the Company’s common stock, at the Company’s option as managing member of Healthpeak OP. The per unit redemption amount is equal to either one share of the Company’s common stock or cash equal to the fair value of a share of common stock at the time of redemption. The Company classifies the OP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its common stock to OP Unitholders who choose to redeem their OP Units rather than using cash. None of the outstanding OP Units met the criteria for redemption as of March 31, 2023. DownREITs The non-managing member units of the Company’s DownREITs are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity. At March 31, 2023, there were five million DownREIT units (seven million shares of Healthpeak common stock are issuable upon conversion) outstanding in seven DownREIT LLCs, for all of which the Company acts as the managing member. At March 31, 2023, the carrying and market values of the five million DownREIT units were $200 million and $160 million, respectively. At December 31, 2022, the carrying and market values of the five million DownREIT units were $200 million and $183 million, respectively. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
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, 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. Certain 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 11 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 each of the three months ended March 31, 2023 and 2022 was zero weighted-average incremental shares from 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 2023 2022 Numerator Income (loss) from continuing operations $ 134,507 $ 75,026 Noncontrolling interests' share in continuing operations (15,555) (3,730) Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. 118,952 71,296 Less: Participating securities' share in continuing operations (1,254) (1,976) Income (loss) from continuing operations applicable to common shares 117,698 69,320 Income (loss) from discontinued operations — 317 Net income (loss) applicable to common shares - basic and diluted $ 117,698 $ 69,637 Denominator Basic weighted average shares outstanding 546,842 539,352 Dilutive potential common shares - equity awards (1) 268 234 Diluted weighted average common shares 547,110 539,586 Basic earnings (loss) per common share Continuing operations $ 0.22 $ 0.13 Discontinued operations — 0.00 Net income (loss) applicable to common shares $ 0.22 $ 0.13 Diluted earnings (loss) per common share Continuing operations $ 0.22 $ 0.13 Discontinued operations — 0.00 Net income (loss) applicable to common shares $ 0.22 $ 0.13 _______________________________________ (1) For all periods presented, represents the dilutive impact of 1 million outstanding equity awards (restricted stock units and stock options). For the three months ended March 31, 2023, forward equity sales agreements had no dilutive impact as no shares were outstanding under ATM forward contracts during the period. For the three months ended March 31, 2022, the 9.1 million shares under forward equity sales agreements that had not been settled during the three months then ended were anti-dilutive. For the three months ended March 31, 2023 and 2022, all 7 million shares issuable upon conversion of DownREIT units were not included because they were anti-dilutive. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Segment Disclosures The Company’s reportable segments, based on how its chief operating decision maker (“CODM”) evaluates the 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 JV that owns 19 senior housing assets (the “SWF SH JV”), loans receivable, and marketable debt securities. These non-reportable segments have been presented on an aggregate basis within the Notes to the Consolidated Financial Statements herein. The accounting policies of the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC, as updated by Note 2 herein. 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; 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 are non-GAAP supplemental measures that are calculated as NOI and Adjusted NOI from consolidated properties, plus the Company’s share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying the Company’s actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying the Company’s actual ownership percentage for the period). Management utilizes its share of NOI and Adjusted NOI in assessing its performance as the Company has various joint ventures that contribute to its performance. The Company does not control its unconsolidated joint ventures, and the Company’s share of amounts from unconsolidated joint ventures do not represent the Company’s legal claim to such items. The Company’s share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, the Company’s financial information presented in accordance with GAAP. Management believes that Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. Additionally, management believes that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, loans receivable, marketable debt 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, 2023: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 205,464 $ 186,967 $ 127,084 $ 6,163 $ — $ 525,678 Government grant income (1) — — 137 — — 137 Less: Interest income — — — (6,163) — (6,163) Healthpeak’s share of unconsolidated joint venture total revenues 2,165 745 — 20,346 — 23,256 Healthpeak’s share of unconsolidated joint venture government grant income — — — 228 — 228 Noncontrolling interests’ share of consolidated joint venture total revenues (143) (8,963) — — — (9,106) Operating expenses (57,566) (64,398) (101,124) — — (223,088) Healthpeak’s share of unconsolidated joint venture operating expenses (1,182) (305) — (15,006) — (16,493) Noncontrolling interests’ share of consolidated joint venture operating expenses 40 2,595 — — — 2,635 Adjustments to NOI (2) (832) (3,821) 50 (21) — (4,624) Adjusted NOI 147,946 112,820 26,147 5,547 — 292,460 Plus: Adjustments to NOI (2) 832 3,821 (50) 21 — 4,624 Interest income — — — 6,163 — 6,163 Interest expense — (1,920) (1,816) — (44,227) (47,963) Depreciation and amortization (75,582) (71,158) (32,485) — — (179,225) General and administrative — — — — (24,547) (24,547) Transaction costs (158) (132) (219) — (1,916) (2,425) Impairments and loan loss reserves, net — — — 2,213 — 2,213 Gain (loss) on sales of real estate, net 60,498 21,312 — (232) — 81,578 Other income (expense), net 4 204 (667) — 1,231 772 Less: Government grant income — — (137) — — (137) Less: Healthpeak’s share of unconsolidated joint venture NOI (983) (440) — (5,568) — (6,991) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 103 6,368 — — — 6,471 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 132,660 70,875 (9,227) 8,144 (69,459) 132,993 Income tax benefit (expense) — — — — (302) (302) Equity income (loss) from unconsolidated joint ventures 598 189 — 1,029 — 1,816 Income (loss) from continuing operations 133,258 71,064 (9,227) 9,173 (69,761) 134,507 Income (loss) from discontinued operations — — — — — — Net income (loss) $ 133,258 $ 71,064 $ (9,227) $ 9,173 $ (69,761) $ 134,507 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (2) Represents straight-line rents, 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, 2022: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 194,055 $ 177,263 $ 121,560 $ 5,494 $ — $ 498,372 Government grant income (1) — — 6,552 — — 6,552 Less: Interest income — — — (5,494) — (5,494) Healthpeak’s share of unconsolidated joint venture total revenues 1,431 732 — 18,045 — 20,208 Healthpeak’s share of unconsolidated joint venture government grant income — — 333 315 — 648 Noncontrolling interests’ share of consolidated joint venture total revenues (57) (8,820) — — — (8,877) Operating expenses (48,189) (61,170) (97,888) — — (207,247) Healthpeak’s share of unconsolidated joint venture operating expenses (483) (299) — (14,055) — (14,837) Noncontrolling interests’ share of consolidated joint venture operating expenses 19 2,602 — — — 2,621 Adjustments to NOI (2) (14,112) (3,546) — (8) — (17,666) Adjusted NOI 132,664 106,762 30,557 4,297 — 274,280 Plus: Adjustments to NOI (2) 14,112 3,546 — 8 — 17,666 Interest income — — — 5,494 — 5,494 Interest expense — (1,036) (1,865) — (34,685) (37,586) Depreciation and amortization (78,138) (67,773) (31,822) — — (177,733) General and administrative — — — — (23,831) (23,831) Transaction costs (292) (4) — — — (296) Impairments and loan loss reserves, net — — — (132) — (132) Gain (loss) on sales of real estate, net 3,856 — — — — 3,856 Other income (expense), net (9) 10,937 6,511 (32) 909 18,316 Less: Government grant income — — (6,552) — — (6,552) Less: Healthpeak’s share of unconsolidated joint venture NOI (948) (433) (333) (4,305) — (6,019) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 38 6,218 — — — 6,256 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 71,283 58,217 (3,504) 5,330 (57,607) 73,719 Income tax benefit (expense) — — — — (777) (777) Equity income (loss) from unconsolidated joint ventures 966 200 539 379 — 2,084 Income (loss) from continuing operations 72,249 58,417 (2,965) 5,709 (58,384) 75,026 Income (loss) from discontinued operations — — — — 317 317 Net income (loss) $ 72,249 $ 58,417 $ (2,965) $ 5,709 $ (58,067) $ 75,343 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. See Notes 3, 4, 5, 6, 7, and 15 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, 2023 | |
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, 2023 2022 Supplemental cash flow information: Interest paid, net of capitalized interest $ 65,367 $ 58,487 Income taxes paid (refunded) 160 (1,947) Capitalized interest 14,093 8,305 Supplemental schedule of non-cash investing and financing activities: Increase in ROU asset in exchange for new lease liability related to operating leases 80 179 Accrued construction costs 161,774 163,277 Operating, investing, and financing cash flows in the Consolidated Statements of Cash Flows are reported inclusive of both cash flows from continuing operations and cash flows from discontinued operations. The following table summarizes certain cash flow information related to discontinued operations (in thousands): Three Months Ended March 31, 2023 2022 Leasing costs, tenant improvements, and recurring capital expenditures $ — $ 18 Development, redevelopment, and other major improvements of real estate — — Depreciation and amortization of real estate, in-place lease, and other intangibles — — The following table summarizes cash, cash equivalents, and restricted cash (in thousands): Three Months Ended March 31, 2023 2022 2023 2022 2023 2022 Continuing operations Discontinued operations Total Beginning of period: Cash and cash equivalents $ 72,032 $ 158,287 $ — $ 7,707 $ 72,032 $ 165,994 Restricted cash 54,802 53,454 — — 54,802 53,454 Cash, cash equivalents, and restricted cash $ 126,834 $ 211,741 $ — $ 7,707 $ 126,834 $ 219,448 End of period: Cash and cash equivalents $ 59,235 $ 89,066 $ — $ 7,989 $ 59,235 $ 97,055 Restricted cash 57,990 52,103 — — 57,990 52,103 Cash, cash equivalents, and restricted cash $ 117,225 $ 141,169 $ — $ 7,989 $ 117,225 $ 149,158 Cash and Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. However, as the account balances at certain institutions exceed the FDIC insurance coverage, there is a concentration of credit risk related to amounts in excess of such coverage. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities Operating Subsidiary In February 2023, in connection with the UPREIT reorganization, Old Healthpeak converted to Healthpeak OP, which is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Healthpeak OP, acts as the managing member of Healthpeak OP, and exercises full responsibility, discretion, and control over the day-to-day management of Healthpeak OP. Because the noncontrolling interests in Healthpeak OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, we have determined that Healthpeak OP is a VIE. The Company, as managing member, has the power to direct the core activities of Healthpeak OP that most significantly affect Healthpeak OP’s performance, and through its interest in Healthpeak OP, has both the right to receive benefits from and the obligation to absorb losses of Healthpeak OP. Accordingly, the Company is the primary beneficiary of Healthpeak OP and consolidates Healthpeak OP. As the Company conducts its business and holds its assets and liabilities through Healthpeak OP, the total consolidated assets and liabilities, income (losses), and cash flows of Healthpeak OP represent substantially all of the total consolidated assets and liabilities, income (losses), and cash flows of the Company. Unconsolidated Variable Interest Entities At March 31, 2023, the Company had investments in two unconsolidated VIE joint ventures. At December 31, 2022, the Company had investments in: (i) two unconsolidated VIE joint ventures and (ii) marketable debt securities of one VIE. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (the LLC investment and Needham Land Parcel JV discussed below), it has no formal involvement in these VIEs beyond its investments. Debt Securities Investment. At December 31, 2022, the Company held $22 million of commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie Mac) through a special purpose entity that had been identified as a VIE because it was “thinly capitalized.” The CMBS issued by the VIE were backed by mortgage debt obligations on real estate assets. These securities were classified as held-to-maturity because the Company had the intent and ability to hold the securities until maturity. These securities matured on December 31, 2022, and the Company received the related proceeds in January 2023. 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 three hospitals as well as senior housing real estate. Any assets generated by the entity may only be used to settle its contractual obligations (primarily capital expenditures and debt service payments). Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments). See Note 7 for additional descriptions of the nature, purpose, and operating activities of the Company’s unconsolidated VIEs and interests therein. 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, 2023 was as follows (in thousands): VIE Type Asset Type Maximum Loss Exposure and Carrying Amount (1) LLC investment Other assets, net $ 14,985 Needham Land Parcel JV Investments in and advances to unconsolidated joint ventures 15,658 _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments. As of March 31, 2023, 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). Consolidated Variable Interest Entities The Company’s consolidated total assets and total liabilities at March 31, 2023 and December 31, 2022 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. Life Science JVs. The Company holds a 98% or greater 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 certain decisions 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 capital expenditures for the properties. Assets generated by the Life Science JVs may only be used to settle their contractual obligations. Refer to Note 11 for a discussion of certain put options associated with the Life Science JVs. 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. 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). Total assets and total liabilities include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ 2,348,215 $ 2,356,905 Development costs and construction in progress 54,319 58,499 Land 322,014 324,714 Accumulated depreciation and amortization (615,936) (623,244) Net real estate 2,108,612 2,116,874 Accounts receivable, net 9,024 6,893 Cash and cash equivalents 21,631 20,586 Restricted cash 422 354 Intangible assets, net 69,477 73,860 Assets held for sale, net — 30,355 Right-of-use asset, net 98,893 99,376 Other assets, net 73,107 73,690 Total assets $ 2,381,166 $ 2,421,988 Liabilities Mortgage debt $ 144,668 $ 144,604 Intangible liabilities, net 14,255 15,066 Liabilities related to assets held for sale, net — 401 Lease liability 99,185 99,039 Accounts payable, accrued liabilities, and other liabilities 66,477 68,979 Deferred revenue 47,410 39,661 Total liabilities $ 371,995 $ 367,750 Total assets and total liabilities related to assets held for sale include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ — $ 39,934 Land — 1,926 Accumulated depreciation and amortization — (15,612) Net real estate — 26,248 Intangible assets, net — 215 Other assets, net — 3,892 Total assets $ — $ 30,355 Liabilities Deferred revenue $ — $ 401 Total liabilities $ — $ 401 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The table below summarizes the carrying amounts and fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis (in thousands): March 31, 2023 (3) December 31, 2022 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 243,149 $ 245,125 $ 374,832 $ 369,425 Marketable debt securities (2) — — 21,702 21,702 Interest rate swap instruments (2) 20,782 20,782 30,259 30,259 Bank line of credit and commercial paper (2) 556,000 556,000 995,606 995,606 Term loans (2) 496,168 496,168 495,957 495,957 Senior unsecured notes (1) 5,056,543 4,712,340 4,659,451 4,238,124 Mortgage debt (2) 345,167 330,856 346,599 330,867 _______________________________________ (1) Level 1: Fair value is calculated based on quoted prices in active markets. (2) Level 2: Fair value is 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 interest rate swap instruments, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, 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, 2023 and year ended December 31, 2022, there were no material transfers of financial assets or liabilities within the fair value hierarchy. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates and their related potential impact on future earnings and cash flows. The Company does not use derivative instruments for speculative or trading purposes. At March 31, 2023, a one percentage point increase or decrease in the underlying interest rate curve would result in a corresponding increase or decrease in the fair value of the derivative instruments by approximately $22 million. In April 2021, the Company executed two interest rate cap instruments on $142 million of variable rate mortgage debt secured by a portfolio of MOBs (see Note 9). During the three months ended March 31, 2022, the Company recognized a $2 million increase in the fair value of the interest rate cap instruments within other income (expense), net. In April 2022, the Company terminated these interest rate cap instruments and entered into two interest rate swap instruments that are designated as cash flow hedges and mature in May 2026. In February 2023, the Company modified its two interest rate swap instruments totaling a $142 million notional value to reflect the change in the related variable rate mortgage debt’s interest rate benchmarks from LIBOR to SOFR (see Note 9). The Company applied certain practical expedients provided by ASU 2020-04 and ASU 2021-01 in connection with the modifications to these cash flow hedges (see Note 2). In August 2022, the Company entered into two forward-starting interest rate swap instruments on the $500 million aggregate principal amount of the Term Loan Facilities (see Note 9). The interest rate swap instruments are designated as cash flow hedges. The following table summarizes the Company’s interest rate swap instruments (in thousands): Fair Value (2) Date Entered Maturity Date Hedge Designation Notional Amount Pay Rate (1) Receive Rate (1) March 31, December 31, April 2022 (3) May 2026 Cash flow $ 51,100 4.99 % USD-SOFR w/ -5 Day Lookback + 2.50% $ 1,675 $ 2,300 April 2022 (3) May 2026 Cash flow 91,000 4.54 % USD-SOFR w/ -5 Day Lookback + 2.05% 2,983 4,096 August 2022 (3) February 2027 Cash flow 250,000 2.60 % 1 mo. USD-SOFR CME Term 7,658 11,299 August 2022 (3) August 2027 Cash flow 250,000 2.54 % 1 mo. USD-SOFR CME Term 8,466 12,564 _____________________________ (1) Pay rates and receive rates are as of March 31, 2023. As of December 31, 2022, the interest rate swap instrument with a $51 million notional amount had a pay rate of 5.08% and a receive rate of 1 mo. USD-LIBOR-BBA + 2.50%. As of December 31, 2022, the interest rate swap instrument with a $91 million notional amount had a pay rate of 4.63% and a receive rate of 1 mo. USD-LIBOR-BBA + 2.05%. (2) At each of March 31, 2023 and December 31, 2022, the interest rate swap instruments were in an asset position. Derivative assets are recorded at fair value in other assets, net on the Consolidated Balance Sheets. |
Accounts Payable, Accrued Liabi
Accounts Payable, Accrued Liabilities, and Other Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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 (in thousands): March 31, December 31, Refundable entrance fees $ 264,065 $ 268,972 Accrued construction costs 161,774 178,626 Accrued interest 39,065 59,291 Other accounts payable and accrued liabilities (1) 224,090 265,596 Accounts payable, accrued liabilities, and other liabilities $ 688,994 $ 772,485 _______________________________________ (1) As of March 31, 2023 and December 31, 2022, includes $12 million and $15 million, respectively, of severance-related charges associated with the departure of a former CEO in October 2022 that had not yet been paid. |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenues [Abstract] | |
Deferred Revenue | Deferred Revenue The following table summarizes the Company’s deferred revenue, excluding deferred revenue related to assets classified as held for sale (in thousands): March 31, December 31, Nonrefundable entrance fees (1) $ 527,476 $ 518,573 Other deferred revenue (2) 350,968 325,503 Deferred revenue $ 878,444 $ 844,076 _______________________________________ (1) During the three months ended March 31, 2023 and 2022, the Company collected nonrefundable entrance fees of $29 million and $21 million, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized amortization of $20 million and $19 million, respectively, which is included within resident fees and services on the Consolidated Statements of Operations. (2) Other deferred revenue is primarily comprised of prepaid rent, deferred rent, and tenant-funded tenant improvements owned by the Company. During the three months ended March 31, 2023 and 2022, the Company recognized amortization related to other deferred revenue of $13 million and $9 million, respectively, which is included in rental and related revenues on the Consolidated Statements of Operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of Healthpeak Properties, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”), and variable interest entities (“VIEs”) that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC. |
Government Grant Income | Government Grant Income On March 27, 2020, the federal government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to provide financial aid to individuals, businesses, and state and local governments. During the three months ended March 31, 2023 and 2022, the Company received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the coronavirus pandemic. Grant income is recognized to the extent that qualifying expenses and lost revenues exceed grants received and the Company will comply with all conditions attached to the grant. As of March 31, 2023, the amount of qualifying expenditures and lost revenue exceeded grant income recognized and the Company believes it has complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts received are subject to recapture. |
Discontinued Operations | Discontinued Operations Senior Housing Triple-Net and Senior Housing Operating Portfolio Dispositions In 2020, the Company concluded that the dispositions of its senior housing triple-net and Senior Housing Operating Property (“SHOP”) portfolios represented a strategic shift that had a major effect on its operations and financial results. Therefore, senior housing triple-net and SHOP assets are classified as discontinued operations in all periods presented herein. See Note 4 for further information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Government Assistance. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which increases the transparency of government assistance including the disclosure of the types of assistance, an entity’s accounting for assistance, and the effect of the assistance on an entity’s financial statements. The adoption of ASU 2021-10 on January 1, 2022 did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures. Reference Rate Reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which amends the scope of ASU 2020-04 to include derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which defers the sunset date of the reference rate reform guidance to December 31, 2024. The amendments in ASU 2020-04, ASU 2021-01, and ASU 2022-06 were effective immediately upon issuance. In 2022, the Company elected to apply certain hedge accounting expedients provided by ASU 2020-04 and ASU 2021-01, which preserves the hedging relationship of derivatives. During the first quarter of 2023, the Company amended certain of its variable rate mortgage debt and the related interest rate swap agreements to change the interest rate benchmark from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). The Company elected to apply certain practical expedients provided by ASU 2020-04 and ASU 2021-01 related to cash flow hedges, which did not have a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures. The expedients provided by ASU 2020-04, ASU 2021-01, and ASU 2022-06 and the effects of reference rate reform have not had, and are not expected to have, a material impact on the Company’s consolidated financial position, results of operations, cash flows, or disclosures. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. However, as the account balances at certain institutions exceed the FDIC insurance coverage, there is a concentration of credit risk related to amounts in excess of such coverage. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Government grant income recorded in other income (expense), net $ 137 $ 6,552 Government grant income recorded in equity income (loss) from unconsolidated joint ventures 228 648 Government grant income recorded in income (loss) from discontinued operations — 206 Total government grants received $ 365 $ 7,406 |
Dispositions of Real Estate a_2
Dispositions of Real Estate and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities | The results of discontinued operations during the three months ended March 31, 2023 and 2022 are presented below (in thousands) and are included in the consolidated results of operations for the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 Revenues: Resident fees and services $ — $ 2,655 Total revenues — 2,655 Costs and expenses: Operating — 2,674 Total costs and expenses — 2,674 Other income (expense): Gain (loss) on sales of real estate, net — (71) Other income (expense), net — 3 Total other income (expense), net — (68) Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures — (87) Income tax benefit (expense) — 340 Equity income (loss) from unconsolidated joint ventures — 64 Income (loss) from discontinued operations $ — $ 317 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Fixed income from operating leases $ 296,217 $ 287,292 Variable income from operating leases 96,214 82,858 Interest income from direct financing leases — 1,168 |
Loans Receivable (Tables)
Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Loans Receivable | The following table summarizes the Company’s loans receivable (in thousands): March 31, December 31, Secured loans (1) $ 214,238 $ 350,837 CCRC resident loans 36,470 33,083 Unamortized discounts, fees, and costs (1,407) (808) Reserve for loan losses (6,152) (8,280) Loans receivable, net $ 243,149 $ 374,832 _______________________________________ (1) At each of March 31, 2023 and December 31, 2022, the Company had $40 million remaining of commitments to fund additional loans for senior housing redevelopment and capital expenditure projects. |
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 reserves for loan losses, as of March 31, 2023 (in thousands): Investment Type Year of Origination Total 2023 2022 2021 2020 2019 Prior Secured loans Risk rating: Performing loans $ — $ — $ 163,562 $ 43,117 $ — $ — $ 206,679 Watch list loans — — — — — — — Workout loans — — — — — — — Total secured loans $ — $ — $ 163,562 $ 43,117 $ — $ — $ 206,679 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — Current period recoveries — — — — — — — Current period net write-offs $ — $ — $ — $ — $ — $ — $ — CCRC resident loans Risk rating: Performing loans $ 14,482 $ 21,910 $ — $ 78 $ — $ — $ 36,470 Watch list loans — — — — — — — Workout loans — — — — — — — Total CCRC resident loans $ 14,482 $ 21,910 $ — $ 78 $ — $ — $ 36,470 Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — Current period recoveries — — — — — — — Current period net write-offs $ — $ — $ — $ — $ — $ — $ — |
Schedule of Financing Receivable, Allowance for Credit Loss | The following table summarizes the Company’s reserve for loan losses (in thousands): March 31, 2023 December 31, 2022 Secured Loans Other (1) Total Secured Loans Other (1) Total Reserve for loan losses, beginning of period $ 8,280 $ — $ 8,280 $ 1,804 $ 9 $ 1,813 Provision for expected loan losses (171) — (171) 6,527 7 6,534 Expected loan losses (recoveries) related to loans sold or repaid (1,957) — (1,957) (51) (16) (67) Reserve for loan losses, end of period $ 6,152 $ — $ 6,152 $ 8,280 $ — $ 8,280 _______________________________________ |
Investments in and Advances t_2
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 (dollars in thousands): Carrying Amount March 31, December 31, Entity (1) Segment Property Count (2) Ownership % (2) 2023 2022 SWF SH JV Other 19 54 $ 343,873 $ 345,978 South San Francisco JVs (3) Life science 7 70 319,535 309,969 Life Science JV Life science 1 49 26,817 26,601 Needham Land Parcel JV (4) Life science — 38 15,658 15,391 Medical Office JVs (5) Medical office 3 20 - 67 8,796 8,738 $ 714,679 $ 706,677 _______________________________________ (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. (2) Property counts and ownership percentages are as of March 31, 2023. (3) In August 2022, the Company sold a 30% interest in seven life science assets in South San Francisco, California to a sovereign wealth fund. This transaction resulted in the recognition of seven unconsolidated life science joint ventures in which the Company holds a 70% ownership percentage in each joint venture. These joint ventures have been aggregated herein due to similarity of the investments and operations. (4) Land held for development is excluded from the property count as of March 31, 2023. (5) Includes two unconsolidated medical office joint ventures in which the Company holds an ownership percentage as follows: (i) Ventures IV (20%) and (ii) Suburban Properties, LLC (67%). These joint ventures have been aggregated herein due to similarity of the investments and operations. In April 2023, the Company acquired the remaining 80% interest in one of the two properties in the Ventures IV unconsolidated joint venture for $4 million. |
Intangibles (Tables)
Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 (1) Gross intangible lease assets $ 767,224 $ 770,285 Accumulated depreciation and amortization (375,268) (352,224) Intangible assets, net $ 391,956 $ 418,061 Weighted average remaining amortization period in years 5 5 _______________________________________ (1) Excludes intangible assets reported in assets held for sale of $2 million. |
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 $ 236,831 $ 237,464 Accumulated depreciation and amortization (87,227) (81,271) Intangible liabilities, net $ 149,604 $ 156,193 Weighted average remaining amortization period in years 7 7 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Issuances | The following table summarizes the Company’s senior unsecured notes issuances during the three months ended March 31, 2023 (dollars in thousands): Issue Date Amount Coupon Rate Maturity Year January 17, 2023 $ 400,000 5.25 % 2032 |
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, 2023 (dollars in thousands): Senior Unsecured Notes (2) Mortgage Debt (3) Year Bank Line Commercial Paper (1) Term Loans Amount Interest Rate Amount Interest Rate Total 2023 $ — $ — $ — $ — — % $ 88,765 3.80 % $ 88,765 2024 — — — — — % 7,024 6.48 % 7,024 2025 — — — 800,000 3.92 % 3,209 3.82 % 803,209 2026 — 556,000 — 650,000 3.40 % 244,523 4.44 % 1,450,523 2027 — — 500,000 450,000 1.54 % 366 5.91 % 950,366 Thereafter — — — 3,200,000 3.74 % — — % 3,200,000 — 556,000 500,000 5,100,000 343,887 6,499,887 Premiums, (discounts), and debt issuance costs, net — — (3,832) (43,457) 1,280 (46,009) $ — $ 556,000 $ 496,168 $ 5,056,543 $ 345,167 $ 6,453,878 _______________________________________ (1) Commercial Paper Program borrowings are backstopped by the Revolving Facility. As such, the Company calculates the weighted average remaining term of its Commercial Paper Program borrowings using the maturity date of the Revolving Facility. (2) Effective interest rates on the senior unsecured notes range from 1.54% to 6.87% with a weighted average effective interest rate of 3.53% and a weighted average maturity of 6 years. (3) Effective interest rates on the mortgage debt range from 3.44% to 8.52% with a weighted average effective interest rate of 4.31% and a weighted average maturity of 3 years. These interest rates include the impact of designated interest rate swap instruments, which effectively fix the interest rate on certain variable rate debt. |
Equity and Redeemable Noncont_2
Equity and Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 $ 20,668 $ 30,145 Supplemental Executive Retirement Plan minimum liability (1,947) (2,011) Total accumulated other comprehensive income (loss) $ 18,721 $ 28,134 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Numerator Income (loss) from continuing operations $ 134,507 $ 75,026 Noncontrolling interests' share in continuing operations (15,555) (3,730) Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. 118,952 71,296 Less: Participating securities' share in continuing operations (1,254) (1,976) Income (loss) from continuing operations applicable to common shares 117,698 69,320 Income (loss) from discontinued operations — 317 Net income (loss) applicable to common shares - basic and diluted $ 117,698 $ 69,637 Denominator Basic weighted average shares outstanding 546,842 539,352 Dilutive potential common shares - equity awards (1) 268 234 Diluted weighted average common shares 547,110 539,586 Basic earnings (loss) per common share Continuing operations $ 0.22 $ 0.13 Discontinued operations — 0.00 Net income (loss) applicable to common shares $ 0.22 $ 0.13 Diluted earnings (loss) per common share Continuing operations $ 0.22 $ 0.13 Discontinued operations — 0.00 Net income (loss) applicable to common shares $ 0.22 $ 0.13 _______________________________________ |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 205,464 $ 186,967 $ 127,084 $ 6,163 $ — $ 525,678 Government grant income (1) — — 137 — — 137 Less: Interest income — — — (6,163) — (6,163) Healthpeak’s share of unconsolidated joint venture total revenues 2,165 745 — 20,346 — 23,256 Healthpeak’s share of unconsolidated joint venture government grant income — — — 228 — 228 Noncontrolling interests’ share of consolidated joint venture total revenues (143) (8,963) — — — (9,106) Operating expenses (57,566) (64,398) (101,124) — — (223,088) Healthpeak’s share of unconsolidated joint venture operating expenses (1,182) (305) — (15,006) — (16,493) Noncontrolling interests’ share of consolidated joint venture operating expenses 40 2,595 — — — 2,635 Adjustments to NOI (2) (832) (3,821) 50 (21) — (4,624) Adjusted NOI 147,946 112,820 26,147 5,547 — 292,460 Plus: Adjustments to NOI (2) 832 3,821 (50) 21 — 4,624 Interest income — — — 6,163 — 6,163 Interest expense — (1,920) (1,816) — (44,227) (47,963) Depreciation and amortization (75,582) (71,158) (32,485) — — (179,225) General and administrative — — — — (24,547) (24,547) Transaction costs (158) (132) (219) — (1,916) (2,425) Impairments and loan loss reserves, net — — — 2,213 — 2,213 Gain (loss) on sales of real estate, net 60,498 21,312 — (232) — 81,578 Other income (expense), net 4 204 (667) — 1,231 772 Less: Government grant income — — (137) — — (137) Less: Healthpeak’s share of unconsolidated joint venture NOI (983) (440) — (5,568) — (6,991) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 103 6,368 — — — 6,471 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 132,660 70,875 (9,227) 8,144 (69,459) 132,993 Income tax benefit (expense) — — — — (302) (302) Equity income (loss) from unconsolidated joint ventures 598 189 — 1,029 — 1,816 Income (loss) from continuing operations 133,258 71,064 (9,227) 9,173 (69,761) 134,507 Income (loss) from discontinued operations — — — — — — Net income (loss) $ 133,258 $ 71,064 $ (9,227) $ 9,173 $ (69,761) $ 134,507 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). (2) Represents straight-line rents, 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, 2022: Life Science Medical Office CCRC Other Non-reportable Corporate Non-segment Total Total revenues $ 194,055 $ 177,263 $ 121,560 $ 5,494 $ — $ 498,372 Government grant income (1) — — 6,552 — — 6,552 Less: Interest income — — — (5,494) — (5,494) Healthpeak’s share of unconsolidated joint venture total revenues 1,431 732 — 18,045 — 20,208 Healthpeak’s share of unconsolidated joint venture government grant income — — 333 315 — 648 Noncontrolling interests’ share of consolidated joint venture total revenues (57) (8,820) — — — (8,877) Operating expenses (48,189) (61,170) (97,888) — — (207,247) Healthpeak’s share of unconsolidated joint venture operating expenses (483) (299) — (14,055) — (14,837) Noncontrolling interests’ share of consolidated joint venture operating expenses 19 2,602 — — — 2,621 Adjustments to NOI (2) (14,112) (3,546) — (8) — (17,666) Adjusted NOI 132,664 106,762 30,557 4,297 — 274,280 Plus: Adjustments to NOI (2) 14,112 3,546 — 8 — 17,666 Interest income — — — 5,494 — 5,494 Interest expense — (1,036) (1,865) — (34,685) (37,586) Depreciation and amortization (78,138) (67,773) (31,822) — — (177,733) General and administrative — — — — (23,831) (23,831) Transaction costs (292) (4) — — — (296) Impairments and loan loss reserves, net — — — (132) — (132) Gain (loss) on sales of real estate, net 3,856 — — — — 3,856 Other income (expense), net (9) 10,937 6,511 (32) 909 18,316 Less: Government grant income — — (6,552) — — (6,552) Less: Healthpeak’s share of unconsolidated joint venture NOI (948) (433) (333) (4,305) — (6,019) Plus: Noncontrolling interests’ share of consolidated joint venture NOI 38 6,218 — — — 6,256 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 71,283 58,217 (3,504) 5,330 (57,607) 73,719 Income tax benefit (expense) — — — — (777) (777) Equity income (loss) from unconsolidated joint ventures 966 200 539 379 — 2,084 Income (loss) from continuing operations 72,249 58,417 (2,965) 5,709 (58,384) 75,026 Income (loss) from discontinued operations — — — — 317 317 Net income (loss) $ 72,249 $ 58,417 $ (2,965) $ 5,709 $ (58,067) $ 75,343 ______________________________________________________________________________ (1) Represents government grant income received under the CARES Act, which is recorded in other income (expense), net in the Consolidated Statements of Operations (see Note 2). |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Supplemental cash flow information: Interest paid, net of capitalized interest $ 65,367 $ 58,487 Income taxes paid (refunded) 160 (1,947) Capitalized interest 14,093 8,305 Supplemental schedule of non-cash investing and financing activities: Increase in ROU asset in exchange for new lease liability related to operating leases 80 179 Accrued construction costs 161,774 163,277 Three Months Ended March 31, 2023 2022 Leasing costs, tenant improvements, and recurring capital expenditures $ — $ 18 Development, redevelopment, and other major improvements of real estate — — Depreciation and amortization of real estate, in-place lease, and other intangibles — — |
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, 2023 2022 2023 2022 2023 2022 Continuing operations Discontinued operations Total Beginning of period: Cash and cash equivalents $ 72,032 $ 158,287 $ — $ 7,707 $ 72,032 $ 165,994 Restricted cash 54,802 53,454 — — 54,802 53,454 Cash, cash equivalents, and restricted cash $ 126,834 $ 211,741 $ — $ 7,707 $ 126,834 $ 219,448 End of period: Cash and cash equivalents $ 59,235 $ 89,066 $ — $ 7,989 $ 59,235 $ 97,055 Restricted cash 57,990 52,103 — — 57,990 52,103 Cash, cash equivalents, and restricted cash $ 117,225 $ 141,169 $ — $ 7,989 $ 117,225 $ 149,158 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 was as follows (in thousands): VIE Type Asset Type Maximum Loss Exposure and Carrying Amount (1) LLC investment Other assets, net $ 14,985 Needham Land Parcel JV Investments in and advances to unconsolidated joint ventures 15,658 _______________________________________ (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments. |
Consolidated Assets and Liabilities of Variable Interest Entities | Total assets and total liabilities include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ 2,348,215 $ 2,356,905 Development costs and construction in progress 54,319 58,499 Land 322,014 324,714 Accumulated depreciation and amortization (615,936) (623,244) Net real estate 2,108,612 2,116,874 Accounts receivable, net 9,024 6,893 Cash and cash equivalents 21,631 20,586 Restricted cash 422 354 Intangible assets, net 69,477 73,860 Assets held for sale, net — 30,355 Right-of-use asset, net 98,893 99,376 Other assets, net 73,107 73,690 Total assets $ 2,381,166 $ 2,421,988 Liabilities Mortgage debt $ 144,668 $ 144,604 Intangible liabilities, net 14,255 15,066 Liabilities related to assets held for sale, net — 401 Lease liability 99,185 99,039 Accounts payable, accrued liabilities, and other liabilities 66,477 68,979 Deferred revenue 47,410 39,661 Total liabilities $ 371,995 $ 367,750 Total assets and total liabilities related to assets held for sale include VIE assets and liabilities, excluding those of Healthpeak OP, as follows (in thousands): March 31, December 31, Assets Buildings and improvements $ — $ 39,934 Land — 1,926 Accumulated depreciation and amortization — (15,612) Net real estate — 26,248 Intangible assets, net — 215 Other assets, net — 3,892 Total assets $ — $ 30,355 Liabilities Deferred revenue $ — $ 401 Total liabilities $ — $ 401 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [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 either recorded or disclosed on a recurring basis (in thousands): March 31, 2023 (3) December 31, 2022 (3) Carrying Fair Value Carrying Fair Value Loans receivable, net (2) $ 243,149 $ 245,125 $ 374,832 $ 369,425 Marketable debt securities (2) — — 21,702 21,702 Interest rate swap instruments (2) 20,782 20,782 30,259 30,259 Bank line of credit and commercial paper (2) 556,000 556,000 995,606 995,606 Term loans (2) 496,168 496,168 495,957 495,957 Senior unsecured notes (1) 5,056,543 4,712,340 4,659,451 4,238,124 Mortgage debt (2) 345,167 330,856 346,599 330,867 _______________________________________ (1) Level 1: Fair value is calculated based on quoted prices in active markets. (2) Level 2: Fair value is 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 interest rate swap instruments, standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, commercial paper, and term loans, 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, 2023 and year ended December 31, 2022, there were no material transfers of financial assets or liabilities within the fair value hierarchy. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes the Company’s interest rate swap instruments (in thousands): Fair Value (2) Date Entered Maturity Date Hedge Designation Notional Amount Pay Rate (1) Receive Rate (1) March 31, December 31, April 2022 (3) May 2026 Cash flow $ 51,100 4.99 % USD-SOFR w/ -5 Day Lookback + 2.50% $ 1,675 $ 2,300 April 2022 (3) May 2026 Cash flow 91,000 4.54 % USD-SOFR w/ -5 Day Lookback + 2.05% 2,983 4,096 August 2022 (3) February 2027 Cash flow 250,000 2.60 % 1 mo. USD-SOFR CME Term 7,658 11,299 August 2022 (3) August 2027 Cash flow 250,000 2.54 % 1 mo. USD-SOFR CME Term 8,466 12,564 _____________________________ (1) Pay rates and receive rates are as of March 31, 2023. As of December 31, 2022, the interest rate swap instrument with a $51 million notional amount had a pay rate of 5.08% and a receive rate of 1 mo. USD-LIBOR-BBA + 2.50%. As of December 31, 2022, the interest rate swap instrument with a $91 million notional amount had a pay rate of 4.63% and a receive rate of 1 mo. USD-LIBOR-BBA + 2.05%. (2) At each of March 31, 2023 and December 31, 2022, the interest rate swap instruments were in an asset position. Derivative assets are recorded at fair value in other assets, net on the Consolidated Balance Sheets. |
Accounts Payable, Accrued Lia_2
Accounts Payable, Accrued Liabilities, and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 (in thousands): March 31, December 31, Refundable entrance fees $ 264,065 $ 268,972 Accrued construction costs 161,774 178,626 Accrued interest 39,065 59,291 Other accounts payable and accrued liabilities (1) 224,090 265,596 Accounts payable, accrued liabilities, and other liabilities $ 688,994 $ 772,485 _______________________________________ (1) As of March 31, 2023 and December 31, 2022, includes $12 million and $15 million, respectively, of severance-related charges associated with the departure of a former CEO in October 2022 that had not yet been paid. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenues [Abstract] | |
Schedule of Deferred Revenue | The following table summarizes the Company’s deferred revenue, excluding deferred revenue related to assets classified as held for sale (in thousands): March 31, December 31, Nonrefundable entrance fees (1) $ 527,476 $ 518,573 Other deferred revenue (2) 350,968 325,503 Deferred revenue $ 878,444 $ 844,076 _______________________________________ (1) During the three months ended March 31, 2023 and 2022, the Company collected nonrefundable entrance fees of $29 million and $21 million, respectively. During the three months ended March 31, 2023 and 2022, the Company recognized amortization of $20 million and $19 million, respectively, which is included within resident fees and services on the Consolidated Statements of Operations. (2) Other deferred revenue is primarily comprised of prepaid rent, deferred rent, and tenant-funded tenant improvements owned by the Company. During the three months ended March 31, 2023 and 2022, the Company recognized amortization related to other deferred revenue of $13 million and $9 million, respectively, which is included in rental and related revenues on the Consolidated Statements of Operations. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Government Grant Income (Details) - Government Assistance, CARES Act - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income received | $ 365 | $ 7,406 |
Government grant income recorded in other income (expense), net | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income received | 137 | 6,552 |
Government grant income recorded in equity income (loss) from unconsolidated joint ventures | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income received | 228 | 648 |
Government grant income recorded in income (loss) from discontinued operations | ||
Unusual or Infrequent Item, or Both [Line Items] | ||
Government grant income received | $ 0 | $ 206 |
Real Estate - Real Estate Inves
Real Estate - Real Estate Investments (Details) $ in Millions | 1 Months Ended | ||||
Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 31, 2022 USD ($) property | Mar. 31, 2022 USD ($) property | Jan. 31, 2022 USD ($) | |
Life Science | MASSACHUSETTS | |||||
Real Estate [Line Items] | |||||
Payments to acquire real estate | $ 9 | $ 18 | $ 72 | ||
Life Science | CALIFORNIA | |||||
Real Estate [Line Items] | |||||
Payments to acquire real estate | $ 24 | ||||
Medical Office Buildings | TEXAS | |||||
Real Estate [Line Items] | |||||
Payments to acquire real estate | $ 43 | ||||
Number of properties acquired | property | 2 | ||||
Medical Office Buildings | ARKANSAS | |||||
Real Estate [Line Items] | |||||
Payments to acquire real estate | $ 26 | ||||
Number of properties acquired | property | 1 |
Real Estate - Development Activ
Real Estate - Development Activities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Real Estate [Abstract] | |
Development and redevelopment projects, amount decrease | $ (35) |
Development commitments | $ 217 |
Dispositions of Real Estate a_3
Dispositions of Real Estate and Discontinued Operations - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2023 USD ($) property | Jan. 31, 2023 USD ($) property | Mar. 31, 2023 USD ($) property | Sep. 30, 2022 USD ($) property | Jun. 30, 2022 USD ($) property | Mar. 31, 2022 USD ($) property | Dec. 31, 2022 USD ($) property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Gain (loss) on sales of real estate, net | $ 81,578,000 | $ 3,856,000 | |||||
Assets held for sale, net | $ 0 | 0 | $ 49,866,000 | ||||
Impairment of real estate | 0 | 0 | |||||
Planned MOB Demolition, Tenant Relocation and Other Costs | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Expense on other | $ 14,000,000 | ||||||
Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Total asset of discontinued operation | 0 | ||||||
Total liabilities of discontinued operation | $ 0 | $ 0 | |||||
Assets held for sale, net | 50,000,000 | ||||||
Liabilities related to assets held for sale, net | $ 4,000,000 | ||||||
Life Science | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of properties sold | property | 2 | 1 | |||||
Proceeds from sale of buildings | $ 113,000,000 | $ 14,000,000 | |||||
Gain (loss) on sales of real estate, net | $ 60,000,000 | $ 4,000,000 | |||||
Life Science | Held-for-sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of properties classified as held for sale | property | 0 | 0 | 2 | ||||
Net real estate assets | $ 44,000,000 | ||||||
Medical Office Buildings | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of properties sold | property | 2 | 2 | 3 | ||||
Proceeds from sale of buildings | $ 32,000,000 | $ 9,000,000 | $ 27,000,000 | ||||
Gain (loss) on sales of real estate, net | $ 21,000,000 | $ 1,000,000 | $ 10,000,000 | ||||
MOB Land Parcels | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of properties sold | property | 1 |
Dispositions of Real Estate a_4
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, 2023 | Mar. 31, 2022 | |
Revenues [Abstract] | ||
Resident fees and services | $ 0 | $ 2,655 |
Total revenues | 0 | 2,655 |
Costs and expenses: | ||
Operating | 0 | 2,674 |
Total costs and expenses | 0 | 2,674 |
Other income (expense): | ||
Gain (loss) on sales of real estate, net | 0 | (71) |
Other income (expense), net | 0 | 3 |
Total other income (expense), net | 0 | (68) |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 0 | (87) |
Income tax benefit (expense) | 0 | 340 |
Equity income (loss) from unconsolidated joint ventures | 0 | 64 |
Income (loss) from discontinued operations | $ 0 | $ 317 |
Leases - Lease Income (Details)
Leases - Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Interest and Other Income [Abstract] | ||
Fixed income from operating leases | $ 296,217 | $ 287,292 |
Variable income from operating leases | 96,214 | 82,858 |
Interest income from direct financing leases | $ 0 | $ 1,168 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) property | Mar. 31, 2022 USD ($) | Dec. 31, 2022 property | |
Lessor, Lease, Description [Line Items] | |||
Proceeds from sale of lease receivable | $ 68,000 | ||
Gain on sale of direct financing lease | 23,000 | ||
Number of properties classified as DFL | property | 0 | 0 | |
Straight-line rent receivable | $ 747 | $ 11,158 | |
Sorrento Therapeutics, Inc. | |||
Lessor, Lease, Description [Line Items] | |||
Straight-line rent receivable | $ 9,000 |
Loans Receivable - Schedule of
Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Unamortized discounts, fees, and costs | $ (1,407) | $ (808) | |
Reserve for loan losses | (6,152) | (8,280) | $ (1,813) |
Loans receivable, net | 243,149 | 374,832 | |
Loans and Leases Receivable, Remaining Commitments | 40,000 | 40,000 | |
Secured mortgage loans | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, gross | 214,238 | 350,837 | |
Reserve for loan losses | (6,152) | (8,280) | $ (1,804) |
CCRC resident loans | |||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||
Financing receivable, gross | $ 36,470 | $ 33,083 |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | |||||||||
Apr. 30, 2023 USD ($) loan | Feb. 28, 2023 USD ($) loan | Dec. 31, 2022 USD ($) loan | Nov. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jan. 31, 2021 USD ($) facility | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Apr. 28, 2023 loan | |
Loans Receivable: | ||||||||||||
Net cash provided by financing activities | $ (239,875) | $ (18,511) | ||||||||||
Financing receivable, after allowance for credit loss | $ 374,832 | 243,149 | ||||||||||
Loans receivable, extension fee | $ 1,000 | |||||||||||
Credit loss reserve on unfunded loan commitments | $ 800 | 700 | ||||||||||
SHOP | ||||||||||||
Loans Receivable: | ||||||||||||
Proceeds from sale of property | $ 230,000 | |||||||||||
Net cash provided by financing activities | $ 150,000 | |||||||||||
SHOP | ||||||||||||
Loans Receivable: | ||||||||||||
Number of assets to be sold | facility | 16 | |||||||||||
Secured mortgage loans | ||||||||||||
Loans Receivable: | ||||||||||||
Proceeds from the collection of loans receivable | 102,000 | |||||||||||
Secured mortgage loans | Other | ||||||||||||
Loans Receivable: | ||||||||||||
Proceeds from the collection of loans receivable | $ 35,000 | |||||||||||
Number of secured loans | loan | 1 | 4 | ||||||||||
Principal repayments received | $ 2,000 | |||||||||||
Loans receivable, outstanding balance | $ 61,000 | |||||||||||
Loans receivable, term | 1 year | |||||||||||
Secured mortgage loans | Other | Subsequent Event | ||||||||||||
Loans Receivable: | ||||||||||||
Number of secured loans | loan | 1 | 2 | ||||||||||
Principal repayments received | $ 14,000 | |||||||||||
Secured mortgage loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||
Loans Receivable: | ||||||||||||
Loans receivable, basis spread on variable rate | 0.11% | |||||||||||
Secured mortgage loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Other | ||||||||||||
Loans Receivable: | ||||||||||||
Loans receivable, basis spread on variable rate | 0.11% | |||||||||||
Secured mortgage loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, First Six Months | ||||||||||||
Loans Receivable: | ||||||||||||
Loans receivable, basis spread on variable rate | 6% | |||||||||||
Secured mortgage loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, First Six Months | Other | ||||||||||||
Loans Receivable: | ||||||||||||
Loans receivable, basis spread on variable rate | 8.50% | |||||||||||
Secured mortgage loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Last Six Months | ||||||||||||
Loans Receivable: | ||||||||||||
Loans receivable, basis spread on variable rate | 7% | |||||||||||
Secured mortgage loans | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Last Six Months | Other | ||||||||||||
Loans Receivable: | ||||||||||||
Loans receivable, basis spread on variable rate | 10.50% | |||||||||||
Mezzanine | Other | ||||||||||||
Loans Receivable: | ||||||||||||
Principal repayments received | $ 1,000 | |||||||||||
Other Non-Reporting Segment | CCRC JV | Brookedale MTCA | Lessor Asset Under Operating Lease | ||||||||||||
Loans Receivable: | ||||||||||||
Financing receivable, after allowance for credit loss | $ 33,000 | 36,000 | ||||||||||
Sunrise Senior Housing Portfolio | SHOP | ||||||||||||
Loans Receivable: | ||||||||||||
Net cash provided by financing activities | $ 410,000 | |||||||||||
Capital expenditure funding, amount committed | $ 92,000 | 40,000 | ||||||||||
Capital expenditure funding, cost of capital, percent committed | 65% | |||||||||||
Capital expenditure funding, amount funded | 400 | |||||||||||
Sunrise Senior Housing Portfolio | SHOP | ||||||||||||
Loans Receivable: | ||||||||||||
Number of assets to be sold | facility | 32 | |||||||||||
Proceeds from sale of property | $ 664,000 | |||||||||||
Proceeds from the collection of loans receivable | 10,000 | $ 27,000 | $ 8,000 | $ 246,000 | ||||||||
Financing receivable, after allowance for credit loss | $ 120,000 | $ 120,000 |
Loans Receivable - Schedule o_2
Loans Receivable - Schedule of Loans Receivable by Origination Year (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Secured Mortgage Loans | |
Loans receivable | |
2023 | $ 0 |
2022 | 0 |
2021 | 163,562 |
2020 | 43,117 |
2019 | 0 |
Prior | 0 |
Total | 206,679 |
CCRC resident loans | |
Loans receivable | |
2023 | 14,482 |
2022 | 21,910 |
2021 | 0 |
2020 | 78 |
2019 | 0 |
Prior | 0 |
Total | 36,470 |
Performing loans | Secured Mortgage Loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 163,562 |
2020 | 43,117 |
2019 | 0 |
Prior | 0 |
Total | 206,679 |
Performing loans | CCRC resident loans | |
Loans receivable | |
2023 | 14,482 |
2022 | 21,910 |
2021 | 0 |
2020 | 78 |
2019 | 0 |
Prior | 0 |
Total | 36,470 |
Watch list loans | Secured Mortgage Loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Watch list loans | CCRC resident loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Workout loans | Secured Mortgage Loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Workout loans | CCRC resident loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Current period gross write-offs | Secured Mortgage Loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Current period gross write-offs | CCRC resident loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Current period recoveries | Secured Mortgage Loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Current period recoveries | CCRC resident loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Current period net write-offs | Secured Mortgage Loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 0 |
Prior | 0 |
Total | 0 |
Current period net write-offs | CCRC resident loans | |
Loans receivable | |
2023 | 0 |
2022 | 0 |
2021 | 0 |
2020 | 0 |
2019 | 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, 2023 | Dec. 31, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | $ 8,280 | $ 1,813 |
Provision for expected loan losses | (171) | 6,534 |
Expected loan losses (recoveries) related to loans sold or repaid | (1,957) | (67) |
Reserve for loan losses, end of period | 6,152 | 8,280 |
Secured Loans | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | 8,280 | 1,804 |
Provision for expected loan losses | (171) | 6,527 |
Expected loan losses (recoveries) related to loans sold or repaid | (1,957) | (51) |
Reserve for loan losses, end of period | 6,152 | 8,280 |
Other | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Reserve for loan losses, beginning of period | 0 | 9 |
Provision for expected loan losses | 0 | 7 |
Expected loan losses (recoveries) related to loans sold or repaid | 0 | (16) |
Reserve for loan losses, end of period | $ 0 | $ 0 |
Investments in and Advances t_3
Investments in and Advances to Unconsolidated Joint Ventures (Details) $ in Thousands | 1 Months Ended | ||||
Apr. 28, 2023 USD ($) property | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) property joint_venture | Dec. 31, 2022 USD ($) | Aug. 31, 2022 property joint_venture | |
Schedule of Equity Method Investments [Line Items] | |||||
Investments in and advances to unconsolidated joint ventures | $ | $ 714,679 | $ 706,677 | |||
Medical Office JVs | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 2 | ||||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 2 | ||||
HCP Ventures IV, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 20% | ||||
HCP Ventures IV, LLC | Subsequent Event | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 1 | ||||
Investment ownership percentage | 80% | ||||
Cash paid | $ | $ 4,000 | ||||
Suburban Properties, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 67% | ||||
Other Non-Reporting Segment | SWF SH JV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 19 | ||||
Investment ownership percentage | 54% | ||||
Equity method investments | $ | $ 343,873 | 345,978 | |||
Life Science | South San Francisco JVs | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 7 | ||||
Investment ownership percentage | 70% | 70% | |||
Equity method investments | $ | $ 319,535 | 309,969 | |||
Number of unconsolidated joint ventures (in joint ventures) | joint_venture | 7 | ||||
Life Science | Life Science JV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 1 | ||||
Investment ownership percentage | 49% | ||||
Equity method investments | $ | $ 26,817 | 26,601 | |||
Life Science | Needham Land Parcel JV | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 0 | ||||
Investment ownership percentage | 38% | 38% | |||
Equity method investments | $ | $ 15,658 | 15,391 | |||
Cash paid | $ | $ 13,000 | ||||
Life Science | Life Science JV in San Francisco, California | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 7 | ||||
Life Science | Life Science JV in San Francisco, California | Life Science JV in San Francisco, California | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 30% | ||||
Medical Office | Medical Office JVs | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Property count | property | 3 | ||||
Equity method investments | $ | $ 8,796 | $ 8,738 | |||
Medical Office | Medical Office JVs | Minimum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 20% | ||||
Medical Office | Medical Office JVs | Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment ownership percentage | 67% |
Intangibles - Intangibles Lease
Intangibles - Intangibles Lease Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Intangibles [Abstract] | ||
Gross intangible lease assets | $ 767,224 | $ 770,285 |
Accumulated depreciation and amortization | (375,268) | (352,224) |
Intangible assets, net | $ 391,956 | $ 418,061 |
Weighted average remaining amortization period in years | 5 years | 5 years |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 391,956 | $ 418,061 |
Discontinued Operations, Held-for-sale or Disposed of by Sale | ||
Intangibles [Abstract] | ||
Intangible assets, net | 2,000 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 2,000 |
Intangibles - Intangibles Lea_2
Intangibles - Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Intangibles [Abstract] | ||
Gross intangible lease liabilities | $ 236,831 | $ 237,464 |
Accumulated depreciation and amortization | (87,227) | (81,271) |
Intangible liabilities, net | $ 149,604 | $ 156,193 |
Weighted average remaining amortization period in years | 7 years | 7 years |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 0 | $ 7,000,000 |
Intangible liabilities acquired | $ 0 | $ 6,000,000 |
Weighted average remaining amortization period in years | 5 years | 5 years |
Weighted average remaining amortization period, liabilities | 7 years | 7 years |
Other Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period in years | 7 years | |
Weighted average remaining amortization period, liabilities | 11 years |
Debt - Bank Line of Credit and
Debt - Bank Line of Credit and Term Loan (Details) | 1 Months Ended | 3 Months Ended | |||||
Aug. 22, 2022 USD ($) loan | May 23, 2019 USD ($) renewal_option | Sep. 30, 2021 USD ($) renewal_option | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Aug. 31, 2022 derivative_held | |
Debt Instrument | |||||||
Bank line of credit and commercial paper | $ 556,000,000 | $ 995,606,000 | |||||
Long-term Debt | $ 6,453,878,000 | ||||||
Interest rate swap instruments | Designated as Hedging Instrument | |||||||
Debt Instrument | |||||||
Number of interest-rate contracts held | derivative_held | 2 | ||||||
Term Loan Agreement | |||||||
Debt Instrument | |||||||
Number of loans | loan | 2 | ||||||
Debt instrument, covenant debt to assets (as a percent) | 60% | ||||||
Debt instrument, covenant secured debt to assets (as a percent) | 40% | ||||||
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent) | 60% | ||||||
Debt instrument, covenant minimum fixed charge coverage ratio | 1.5 | ||||||
Debt instrument, covenant net worth, minimum | $ 7,700,000,000 | ||||||
Term Loan Agreement | Interest rate swap instruments | |||||||
Debt Instrument | |||||||
Pay Rate | 3.77% | ||||||
Bank Line of Credit | |||||||
Debt Instrument | |||||||
Long-term Debt | $ 0 | ||||||
Revolving Credit Facility | Bank Line of Credit | |||||||
Debt Instrument | |||||||
Line of credit facility, maximum borrowing capacity | $ 2,500,000,000 | $ 3,000,000,000 | |||||
Number of extensions | renewal_option | 2 | 2 | |||||
Length of debt instrument extension period (in months) | 6 months | 6 months | |||||
Debt Instrument, interest rate, reduction available for sustainability metrics | 0.00025 | ||||||
Bank line of credit and commercial paper | $ 0 | 0 | |||||
Line of credit facility additional aggregate amount, maximum | $ 750,000,000 | ||||||
Revolving Credit Facility | Bank Line of Credit | SOFR | |||||||
Debt Instrument | |||||||
Debt Instrument, basis spread on variable rate | 0.85% | ||||||
Debt instrument, facility fee (as a percent) | 0.15% | ||||||
Term Loan Facilities | Bank Line of Credit | Term Loan Agreement | |||||||
Debt Instrument | |||||||
Length of debt instrument extension period (in months) | 1 year | ||||||
Debt Instrument, interest rate, reduction available for sustainability metrics | 0.0001 | ||||||
Aggregate principal amount | $ 500,000,000 | $ 500,000,000 | |||||
Debt instrument, period after closing | 180 days | ||||||
Debt instrument, term (in months) | 4 years 6 months | ||||||
Long-term Debt | $ 500,000,000 | $ 500,000,000 | |||||
Debt instrument, margin rate | 0.95% | ||||||
Line of credit facility, loan feature, higher borrowing capacity option | $ 500,000,000 | ||||||
Term Loan Facilities One | Bank Line of Credit | Term Loan Agreement | |||||||
Debt Instrument | |||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | ||||||
Term Loan Facilities Two | Bank Line of Credit | Term Loan Agreement | |||||||
Debt Instrument | |||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | ||||||
Debt instrument, term (in months) | 5 years |
Debt - Commercial Paper Program
Debt - Commercial Paper Program (Details) - Commercial Paper Program - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument | ||
Maximum outstanding amount capacity | $ 2,000,000,000 | $ 2,000,000,000 |
Borrowings | $ 556,000,000 | $ 996,000,000 |
Debt instrument, term (in months) | 16 days | 2 months |
Weighted-average interest rate (as a percent) | 5.53% | 4.90% |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jan. 17, 2023 | Dec. 31, 2022 |
Debt Instrument | |||
Principal balance on debt | $ 6,499,887 | ||
Senior Unsecured Note | |||
Debt Instrument | |||
Principal balance on debt | $ 5,100,000 | $ 4,700,000 | |
Senior Unsecured Note | Unsecured Note 5.25 Percent | |||
Debt Instrument | |||
Aggregate principal amount | $ 400,000 | ||
Coupon Rate | 5.25% |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) facility | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) facility | Aug. 31, 2022 derivative_held | Apr. 30, 2022 derivative_held | |
Debt Instrument | |||||
Principal balance on debt | $ 6,499,887 | ||||
Interest rate swap instruments | Designated as Hedging Instrument | |||||
Debt Instrument | |||||
Number of interest-rate contracts held | derivative_held | 2 | ||||
Interest rate swap instruments | Cash Flow Hedging | Designated as Hedging Instrument | |||||
Debt Instrument | |||||
Number of interest-rate contracts held | derivative_held | 2 | ||||
Medical Office Buildings | Mortgage Debt | |||||
Debt Instrument | |||||
Property count | facility | 13 | ||||
Aggregate principal amount | $ 142,000 | ||||
Mortgage Debt | |||||
Debt Instrument | |||||
Principal balance on debt | 343,887 | $ 345,000 | |||
Debt instrument, collateral, healthcare facilities carrying value | 785,000 | $ 793,000 | |||
Debt instrument, periodic payment | $ 1,000 | $ 1,000 | |||
Mortgage Debt | Medical Office Buildings | |||||
Debt Instrument | |||||
Property count | facility | 15 | 15 | |||
Mortgage Debt | CCRC | |||||
Debt Instrument | |||||
Property count | facility | 3 | 3 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument | ||
2023 | $ 88,765 | |
2024 | 7,024 | |
2025 | 803,209 | |
2026 | 1,450,523 | |
2027 | 950,366 | |
Thereafter | 3,200,000 | |
Total debt before discount, net | 6,499,887 | |
Premiums, (discounts), and debt issuance costs, net | (46,009) | |
Long-term debt | 6,453,878 | |
Bank Line of Credit | ||
Debt Instrument | ||
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt before discount, net | 0 | |
Premiums, (discounts), and debt issuance costs, net | 0 | |
Long-term debt | 0 | |
Commercial Paper | ||
Debt Instrument | ||
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 556,000 | |
2027 | 0 | |
Thereafter | 0 | |
Total debt before discount, net | 556,000 | |
Premiums, (discounts), and debt issuance costs, net | 0 | |
Long-term debt | 556,000 | |
Term Loans | ||
Debt Instrument | ||
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 500,000 | |
Thereafter | 0 | |
Total debt before discount, net | 500,000 | |
Premiums, (discounts), and debt issuance costs, net | (3,832) | |
Long-term debt | 496,168 | |
Senior Unsecured Note | ||
Debt Instrument | ||
2023 | 0 | |
2024 | 0 | |
2025 | 800,000 | |
2026 | 650,000 | |
2027 | 450,000 | |
Thereafter | 3,200,000 | |
Total debt before discount, net | 5,100,000 | $ 4,700,000 |
Premiums, (discounts), and debt issuance costs, net | (43,457) | |
Long-term debt | $ 5,056,543 | |
Weighted-average interest rate (as a percent) | 3.53% | |
Weighted-average maturity (in years) | 6 years | |
Senior Unsecured Note | 2023 | ||
Debt Instrument | ||
Interest Rate | 0% | |
Senior Unsecured Note | 2024 | ||
Debt Instrument | ||
Interest Rate | 0% | |
Senior Unsecured Note | 2025 | ||
Debt Instrument | ||
Interest Rate | 3.92% | |
Senior Unsecured Note | 2026 | ||
Debt Instrument | ||
Interest Rate | 3.40% | |
Senior Unsecured Note | 2027 | ||
Debt Instrument | ||
Interest Rate | 1.54% | |
Senior Unsecured Note | Thereafter | ||
Debt Instrument | ||
Interest Rate | 3.74% | |
Senior Unsecured Note | Minimum | ||
Debt Instrument | ||
Interest Rate | 1.54% | |
Senior Unsecured Note | Maximum | ||
Debt Instrument | ||
Interest Rate | 6.87% | |
Mortgage Debt | ||
Debt Instrument | ||
2023 | $ 88,765 | |
2024 | 7,024 | |
2025 | 3,209 | |
2026 | 244,523 | |
2027 | 366 | |
Thereafter | 0 | |
Total debt before discount, net | 343,887 | $ 345,000 |
Premiums, (discounts), and debt issuance costs, net | 1,280 | |
Long-term debt | $ 345,167 | |
Weighted-average interest rate (as a percent) | 4.31% | |
Weighted-average maturity (in years) | 3 years | |
Mortgage Debt | 2023 | ||
Debt Instrument | ||
Interest Rate | 3.80% | |
Mortgage Debt | 2024 | ||
Debt Instrument | ||
Interest Rate | 6.48% | |
Mortgage Debt | 2025 | ||
Debt Instrument | ||
Interest Rate | 3.82% | |
Mortgage Debt | 2026 | ||
Debt Instrument | ||
Interest Rate | 4.44% | |
Mortgage Debt | 2027 | ||
Debt Instrument | ||
Interest Rate | 5.91% | |
Mortgage Debt | Thereafter | ||
Debt Instrument | ||
Interest Rate | 0% | |
Mortgage Debt | Minimum | ||
Debt Instrument | ||
Interest Rate | 3.44% | |
Mortgage Debt | Maximum | ||
Debt Instrument | ||
Interest Rate | 8.52% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2023 property |
Life Science JV | Life Science | |
Loss Contingencies [Line Items] | |
Investment ownership percentage | 49% |
Indemnification Agreement | |
Loss Contingencies [Line Items] | |
Number of properties may be contributed in the agreement | 29 |
Equity and Redeemable Noncont_3
Equity and Redeemable Noncontrolling Interests - Dividends (Details) - $ / shares | 3 Months Ended | ||
Apr. 27, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Dividends declared (in dollars per share) | $ 0.30 | $ 0.30 | |
Dividends paid (in dollars per share) | $ 0.30 | $ 0.30 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividends declared (in dollars per share) | $ 0.30 |
Equity and Redeemable Noncont_4
Equity and Redeemable Noncontrolling Interests - ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Issuance of common stock, net | $ 174 | $ 329 | ||
At-The-Market Program | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
ATM aggregate amount authorized | $ 1,500,000 | |||
Maximum shares issuable under forward equity sales agreement (in shares) | 9,100,000 | |||
Forward equity sales agreement, initial net price (in dollars per share) | $ 34.01 | |||
Issuance of common stock, net | $ 308,000 | |||
At-The-Market Program | Minimum | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Option indexed to issuers equity, term (in years) | 1 year | |||
At-The-Market Program | Maximum | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Option indexed to issuers equity, term (in years) | 2 years | |||
2023 At-The-Market Program | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
ATM aggregate amount remaining | $ 1,500,000 | |||
2020 ATM Program | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Maximum shares issuable under forward equity sales agreement (in shares) | 9,100,000 | |||
Forward equity sales agreement, initial net price (in dollars per share) | $ 35.25 | |||
ATM Direct Issuances | Common Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Issuance of common stock, net (in shares) | 0 | 0 |
Equity and Redeemable Noncont_5
Equity and Redeemable Noncontrolling Interests - Share Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | ||
Aug. 31, 2022 | Mar. 31, 2023 | Aug. 01, 2022 | |
Equity [Abstract] | |||
Stock repurchase program, authorized amount | $ 0 | $ 500,000,000 | |
Common stock repurchased (in shares) | 2.1 | ||
Average cost per share (in dollars per share) | $ 27.16 | ||
Stock repurchase program, total value | $ 56,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 444,000,000 |
Equity and Redeemable Noncont_6
Equity and Redeemable Noncontrolling Interests - AOCI (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) plan_participant | Dec. 31, 2022 USD ($) | |
Accumulated Other Comprehensive Loss | ||
Unrealized gains (losses) on derivatives, net | $ 20,668 | $ 30,145 |
Supplemental Executive Retirement Plan minimum liability | (1,947) | (2,011) |
Total accumulated other comprehensive income (loss) | $ 18,721 | $ 28,134 |
Number of participants | plan_participant | 1 |
Equity and Redeemable Noncont_7
Equity and Redeemable Noncontrolling Interests - Healthpeak OP (Details) - interest | 3 Months Ended | 12 Months Ended | 24 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | Feb. 10, 2023 | |
Noncontrolling Interest [Line Items] | ||||
Number of redeemable noncontrolling interest redemptions | 1 | |||
Number of interests redeemable over time | 3 | |||
Healthpeak OP | ||||
Noncontrolling Interest [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 99.60% | 100% | ||
Remaining minority interest ownership percentage by parent | 0.40% | |||
Forecast | ||||
Noncontrolling Interest [Line Items] | ||||
Number of interests redeemable over time | 2 |
Equity and Redeemable Noncont_8
Equity and Redeemable Noncontrolling Interests - DownREITs (Details) $ in Thousands, shares in Millions | Mar. 31, 2023 USD ($) entity shares | Dec. 31, 2022 USD ($) shares |
Noncontrolling Interest [Line Items] | ||
Non-managing member unitholders | $ 207,634 | $ 200,176 |
Total Noncontrolling Interests | ||
Noncontrolling Interest [Line Items] | ||
DownREIT units outstanding (in shares) | shares | 5 | 5 |
Common stock issuable (in shares) | shares | 7 | |
Number of DownREIT LLCs | entity | 7 | |
Non-managing member unitholders | $ 200,000 | $ 200,000 |
Minority interest in preferred unit holders, fair value | $ 160,000 | $ 183,000 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive potential common shares - forward equity agreements (in shares) | 0 | 0 |
Forward Equity Sales Agreements | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares) | 0 | 9,100,000 |
Down REIT | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares) | 7,000,000 | 7,000,000 |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Income (loss) from continuing operations | $ 134,507 | $ 75,026 |
Noncontrolling interests' share in continuing operations | (15,555) | (3,730) |
Income (loss) from continuing operations attributable to Healthpeak Properties, Inc. | 118,952 | 71,296 |
Less: Participating securities' share in continuing operations | (1,254) | (1,976) |
Income (loss) from continuing operations applicable to common shares | 117,698 | 69,320 |
Income (loss) from discontinued operations | 0 | 317 |
Net income (loss) applicable to common shares | 117,698 | 69,637 |
Net income (loss) applicable to common shares | $ 117,698 | $ 69,637 |
Denominator | ||
Basic weighted average shares outstanding (in shares) | 546,842 | 539,352 |
Dilutive potential common shares - equity awards (in shares) | 268 | 234 |
Diluted weighted average common shares (in shares) | 547,110 | 539,586 |
Basic earnings (loss) per common share | ||
Continuing operations (in dollars per share) | $ 0.22 | $ 0.13 |
Discontinued operations (in dollars per share) | 0 | 0 |
Net income (loss) applicable to common shares (in dollars per share) | 0.22 | 0.13 |
Diluted earnings (loss) per common share | ||
Continuing operations (in dollars per share) | 0.22 | 0.13 |
Discontinued operations (in dollars per share) | 0 | 0 |
Net income (loss) applicable to common shares (in dollars per share) | $ 0.22 | $ 0.13 |
Outstanding equity awards (in shares) | 1,000 | 1,000 |
Segment Disclosures - Narrative
Segment Disclosures - Narrative (Details) | Mar. 31, 2023 property |
Segment Reporting [Abstract] | |
Number of facilities owned by unconsolidated joint venture | 19 |
Segment Disclosures - Summary I
Segment Disclosures - Summary Information for the Reportable Segments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | $ 525,678 | $ 498,372 | ||||
Government grant income | 137 | 6,552 | ||||
Less: Interest income | (6,163) | (5,494) | ||||
Healthpeak’s share of unconsolidated joint venture total revenues | 23,256 | 20,208 | ||||
Healthpeak’s share of unconsolidated joint venture government grant income | 228 | 648 | ||||
Noncontrolling interests’ share of consolidated joint venture total revenues | (9,106) | (8,877) | ||||
Operating expenses | (223,088) | (207,247) | ||||
Healthpeak’s share of unconsolidated joint venture operating expenses | (16,493) | (14,837) | ||||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 2,635 | 2,621 | ||||
Adjustments to NOI | (4,624) | (17,666) | ||||
Adjusted NOI | 292,460 | 274,280 | ||||
Plus: Adjustments to NOI | 4,624 | 17,666 | ||||
Interest income | 6,163 | 5,494 | ||||
Interest expense | (47,963) | (37,586) | ||||
Depreciation and amortization | (179,225) | (177,733) | ||||
General and administrative | (24,547) | (23,831) | ||||
Transaction costs | (2,425) | (296) | ||||
Impairments and loan loss reserves, net | 2,213 | (132) | ||||
Gain (loss) on sales of real estate, net | 81,578 | 3,856 | ||||
Other income (expense), net | 772 | 18,316 | ||||
Less: Government grant income | (137) | (6,552) | ||||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (6,991) | (6,019) | ||||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 6,471 | 6,256 | ||||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 132,993 | 73,719 | ||||
Income tax benefit (expense) | (302) | (777) | ||||
Equity income (loss) from unconsolidated joint ventures | 1,816 | 2,084 | ||||
Income (loss) from continuing operations | 134,507 | 75,026 | ||||
Income (loss) from discontinued operations | 0 | 317 | ||||
Net income (loss) | 134,507 | 75,343 | ||||
Corporate Non-segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 0 | 0 | ||||
Government grant income | 0 | 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 | 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 | (44,227) | (34,685) | ||||
Depreciation and amortization | 0 | 0 | ||||
General and administrative | (24,547) | (23,831) | ||||
Transaction costs | (1,916) | 0 | ||||
Impairments and loan loss reserves, net | 0 | 0 | ||||
Gain (loss) on sales of real estate, net | 0 | 0 | ||||
Other income (expense), net | 1,231 | 909 | ||||
Less: Government grant income | 0 | 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 | (69,459) | (57,607) | ||||
Income tax benefit (expense) | (302) | (777) | ||||
Equity income (loss) from unconsolidated joint ventures | 0 | 0 | ||||
Income (loss) from continuing operations | (69,761) | (58,384) | ||||
Income (loss) from discontinued operations | 0 | 317 | ||||
Net income (loss) | (69,761) | (58,067) | ||||
Life Science | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Gain (loss) on sales of real estate, net | $ 60,000 | 4,000 | ||||
Life Science | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 205,464 | 194,055 | ||||
Government grant income | 0 | 0 | ||||
Less: Interest income | 0 | 0 | ||||
Healthpeak’s share of unconsolidated joint venture total revenues | 2,165 | 1,431 | ||||
Healthpeak’s share of unconsolidated joint venture government grant income | 0 | 0 | ||||
Noncontrolling interests’ share of consolidated joint venture total revenues | (143) | (57) | ||||
Operating expenses | (57,566) | (48,189) | ||||
Healthpeak’s share of unconsolidated joint venture operating expenses | (1,182) | (483) | ||||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 40 | 19 | ||||
Adjustments to NOI | (832) | (14,112) | ||||
Adjusted NOI | 147,946 | 132,664 | ||||
Plus: Adjustments to NOI | 832 | 14,112 | ||||
Interest income | 0 | 0 | ||||
Interest expense | 0 | 0 | ||||
Depreciation and amortization | (75,582) | (78,138) | ||||
General and administrative | 0 | 0 | ||||
Transaction costs | (158) | (292) | ||||
Impairments and loan loss reserves, net | 0 | 0 | ||||
Gain (loss) on sales of real estate, net | 60,498 | 3,856 | ||||
Other income (expense), net | 4 | (9) | ||||
Less: Government grant income | 0 | 0 | ||||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (983) | (948) | ||||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 103 | 38 | ||||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 132,660 | 71,283 | ||||
Income tax benefit (expense) | 0 | 0 | ||||
Equity income (loss) from unconsolidated joint ventures | 598 | 966 | ||||
Income (loss) from continuing operations | 133,258 | 72,249 | ||||
Income (loss) from discontinued operations | 0 | 0 | ||||
Net income (loss) | 133,258 | 72,249 | ||||
Medical Office | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Gain (loss) on sales of real estate, net | $ 21,000 | $ 1,000 | $ 10,000 | |||
Medical Office | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 186,967 | 177,263 | ||||
Government grant income | 0 | 0 | ||||
Less: Interest income | 0 | 0 | ||||
Healthpeak’s share of unconsolidated joint venture total revenues | 745 | 732 | ||||
Healthpeak’s share of unconsolidated joint venture government grant income | 0 | 0 | ||||
Noncontrolling interests’ share of consolidated joint venture total revenues | (8,963) | (8,820) | ||||
Operating expenses | (64,398) | (61,170) | ||||
Healthpeak’s share of unconsolidated joint venture operating expenses | (305) | (299) | ||||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 2,595 | 2,602 | ||||
Adjustments to NOI | (3,821) | (3,546) | ||||
Adjusted NOI | 112,820 | 106,762 | ||||
Plus: Adjustments to NOI | 3,821 | 3,546 | ||||
Interest income | 0 | 0 | ||||
Interest expense | (1,920) | (1,036) | ||||
Depreciation and amortization | (71,158) | (67,773) | ||||
General and administrative | 0 | 0 | ||||
Transaction costs | (132) | (4) | ||||
Impairments and loan loss reserves, net | 0 | 0 | ||||
Gain (loss) on sales of real estate, net | 21,312 | 0 | ||||
Other income (expense), net | 204 | 10,937 | ||||
Less: Government grant income | 0 | 0 | ||||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (440) | (433) | ||||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 6,368 | 6,218 | ||||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 70,875 | 58,217 | ||||
Income tax benefit (expense) | 0 | 0 | ||||
Equity income (loss) from unconsolidated joint ventures | 189 | 200 | ||||
Income (loss) from continuing operations | 71,064 | 58,417 | ||||
Income (loss) from discontinued operations | 0 | 0 | ||||
Net income (loss) | 71,064 | 58,417 | ||||
CCRC | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 127,084 | 121,560 | ||||
Government grant income | 137 | 6,552 | ||||
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 | 333 | ||||
Noncontrolling interests’ share of consolidated joint venture total revenues | 0 | 0 | ||||
Operating expenses | (101,124) | (97,888) | ||||
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 | 50 | 0 | ||||
Adjusted NOI | 26,147 | 30,557 | ||||
Plus: Adjustments to NOI | (50) | 0 | ||||
Interest income | 0 | 0 | ||||
Interest expense | (1,816) | (1,865) | ||||
Depreciation and amortization | (32,485) | (31,822) | ||||
General and administrative | 0 | 0 | ||||
Transaction costs | (219) | 0 | ||||
Impairments and loan loss reserves, net | 0 | 0 | ||||
Gain (loss) on sales of real estate, net | 0 | 0 | ||||
Other income (expense), net | (667) | 6,511 | ||||
Less: Government grant income | (137) | (6,552) | ||||
Less: Healthpeak’s share of unconsolidated joint venture NOI | 0 | (333) | ||||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 0 | 0 | ||||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | (9,227) | (3,504) | ||||
Income tax benefit (expense) | 0 | 0 | ||||
Equity income (loss) from unconsolidated joint ventures | 0 | 539 | ||||
Income (loss) from continuing operations | (9,227) | (2,965) | ||||
Income (loss) from discontinued operations | 0 | 0 | ||||
Net income (loss) | (9,227) | (2,965) | ||||
Other Non-reportable | Operating Segment | ||||||
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | ||||||
Total revenues | 6,163 | 5,494 | ||||
Government grant income | 0 | 0 | ||||
Less: Interest income | (6,163) | (5,494) | ||||
Healthpeak’s share of unconsolidated joint venture total revenues | 20,346 | 18,045 | ||||
Healthpeak’s share of unconsolidated joint venture government grant income | 228 | 315 | ||||
Noncontrolling interests’ share of consolidated joint venture total revenues | 0 | 0 | ||||
Operating expenses | 0 | 0 | ||||
Healthpeak’s share of unconsolidated joint venture operating expenses | (15,006) | (14,055) | ||||
Noncontrolling interests’ share of consolidated joint venture operating expenses | 0 | 0 | ||||
Adjustments to NOI | (21) | (8) | ||||
Adjusted NOI | 5,547 | 4,297 | ||||
Plus: Adjustments to NOI | 21 | 8 | ||||
Interest income | 6,163 | 5,494 | ||||
Interest expense | 0 | 0 | ||||
Depreciation and amortization | 0 | 0 | ||||
General and administrative | 0 | 0 | ||||
Transaction costs | 0 | 0 | ||||
Impairments and loan loss reserves, net | 2,213 | (132) | ||||
Gain (loss) on sales of real estate, net | (232) | 0 | ||||
Other income (expense), net | 0 | (32) | ||||
Less: Government grant income | 0 | 0 | ||||
Less: Healthpeak’s share of unconsolidated joint venture NOI | (5,568) | (4,305) | ||||
Plus: Noncontrolling interests’ share of consolidated joint venture NOI | 0 | 0 | ||||
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 8,144 | 5,330 | ||||
Income tax benefit (expense) | 0 | 0 | ||||
Equity income (loss) from unconsolidated joint ventures | 1,029 | 379 | ||||
Income (loss) from continuing operations | 9,173 | 5,709 | ||||
Income (loss) from discontinued operations | 0 | 0 | ||||
Net income (loss) | $ 9,173 | $ 5,709 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental cash flow information: | ||
Interest paid, net of capitalized interest | $ 65,367 | $ 58,487 |
Income taxes paid (refunded) | 160 | (1,947) |
Capitalized interest | 14,093 | 8,305 |
Supplemental schedule of non-cash investing and financing activities: | ||
Increase in ROU asset in exchange for new lease liability related to operating leases | 80 | 179 |
Accrued construction costs | $ 161,774 | $ 163,277 |
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, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Leasing costs, tenant improvements, and recurring capital expenditures | $ 22,789 | $ 22,839 |
Development, redevelopment, and other major improvements of real estate | 204,889 | 178,285 |
Depreciation and amortization of real estate, in-place lease, and other intangibles | 179,225 | 177,733 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Leasing costs, tenant improvements, and recurring capital expenditures | 0 | 18 |
Development, redevelopment, and other major improvements of real estate | 0 | 0 |
Depreciation and amortization of real estate, in-place lease, and other intangibles | $ 0 | $ 0 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Continuing operations | ||||
Cash and cash equivalents | $ 59,235 | $ 72,032 | $ 89,066 | $ 158,287 |
Restricted cash | 57,990 | 54,802 | 52,103 | 53,454 |
Cash, cash equivalents, and restricted cash | 117,225 | 126,834 | 141,169 | 211,741 |
Discontinued operations | ||||
Cash and cash equivalents | 0 | 0 | 7,989 | 7,707 |
Restricted cash | 0 | 0 | 0 | 0 |
Cash, cash equivalents, and restricted cash | 0 | 0 | 7,989 | 7,707 |
Cash and cash equivalents, total | 59,235 | 72,032 | 97,055 | 165,994 |
Restricted cash, total | 57,990 | 54,802 | 52,103 | 53,454 |
Cash, cash equivalents and restricted cash, total | $ 117,225 | $ 126,834 | $ 149,158 | $ 219,448 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2021 USD ($) | Mar. 31, 2023 joint_venture hospital | Dec. 31, 2022 USD ($) joint_venture | |
Life Science | Needham Land Parcel JV | |||
Variable Interest Entity [Line Items] | |||
Investment ownership percentage | 38% | 38% | |
Payments to acquire equity method investment | $ | $ 13 | ||
Unconsolidated Variable Interest Entities | |||
Variable Interest Entity [Line Items] | |||
Number of unconsolidated joint ventures (in joint ventures) | 2 | 2 | |
Number of VIE borrowers with marketable debt securities (in joint ventures) | 1 | ||
Unconsolidated Variable Interest Entities | Commercial Mortgage-Backed Securities | |||
Variable Interest Entity [Line Items] | |||
Debt securities | $ | $ 22 | ||
Number of hospitals | hospital | 3 | ||
Ventures V | |||
Variable Interest Entity [Line Items] | |||
VIE ownership percentage | 51% | ||
Life Science JV | |||
Variable Interest Entity [Line Items] | |||
VIE ownership percentage | 98% | ||
MSREI JV | |||
Variable Interest Entity [Line Items] | |||
VIE ownership percentage | 51% | ||
DownREIT Partnerships | |||
Variable Interest Entity [Line Items] | |||
Number of controlling ownership interest entities as a managing member | 7 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
LLC investment | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 14,985 |
Needham Land Parcel JV | |
Variable Interest Entity [Line Items] | |
Maximum Loss Exposure and Carrying Amount | $ 15,658 |
Variable Interest Entities - Co
Variable Interest Entities - Consolidated Assets and Liabilities of VIEs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||||
Buildings and improvements | $ 12,889,290 | $ 12,784,078 | ||
Development costs and construction in progress | 819,810 | 760,355 | ||
Land | 2,674,942 | 2,667,188 | ||
Accumulated depreciation and amortization | (3,296,781) | (3,188,138) | ||
Net real estate | 13,087,261 | 13,023,483 | ||
Accounts receivable, net | 57,705 | 53,436 | ||
Cash and cash equivalents | 59,235 | 72,032 | $ 89,066 | $ 158,287 |
Intangible assets, net | 391,956 | 418,061 | ||
Right-of-use asset | 235,591 | 237,318 | ||
Other assets, net | 754,723 | 780,722 | ||
Total assets | 15,602,289 | 15,771,229 | ||
Liabilities | ||||
Mortgage debt | 345,167 | 346,599 | ||
Intangible liabilities, net | 149,604 | 156,193 | ||
Lease liability | 207,734 | 208,515 | ||
Accounts payable, accrued liabilities, and other liabilities | 688,994 | 772,485 | ||
Deferred revenue | 878,444 | 844,076 | ||
Total liabilities | 8,378,654 | 8,482,952 | ||
Consolidated Lessees VIE | ||||
ASSETS | ||||
Buildings and improvements | 2,348,215 | 2,356,905 | ||
Development costs and construction in progress | 54,319 | 58,499 | ||
Land | 322,014 | 324,714 | ||
Accumulated depreciation and amortization | (615,936) | (623,244) | ||
Net real estate | 2,108,612 | 2,116,874 | ||
Accounts receivable, net | 9,024 | 6,893 | ||
Cash and cash equivalents | 21,631 | 20,586 | ||
Restricted cash | 422 | 354 | ||
Intangible assets, net | 69,477 | 73,860 | ||
Assets held for sale, net | 0 | 30,355 | ||
Right-of-use asset | 98,893 | 99,376 | ||
Other assets, net | 73,107 | 73,690 | ||
Total assets | 2,381,166 | 2,421,988 | ||
Liabilities | ||||
Mortgage debt | 144,668 | 144,604 | ||
Intangible liabilities, net | 14,255 | 15,066 | ||
Liabilities related to assets held for sale, net | 0 | 401 | ||
Lease liability | 99,185 | 99,039 | ||
Accounts payable, accrued liabilities, and other liabilities | 66,477 | 68,979 | ||
Deferred revenue | 47,410 | 39,661 | ||
Total liabilities | 371,995 | 367,750 | ||
Consolidated Lessees VIE | Discontinued Operations | ||||
ASSETS | ||||
Buildings and improvements | 0 | 39,934 | ||
Land | 0 | 1,926 | ||
Accumulated depreciation and amortization | 0 | (15,612) | ||
Net real estate | 0 | 26,248 | ||
Intangible assets, net | 0 | 215 | ||
Other assets, net | 0 | 3,892 | ||
Total assets | 0 | 30,355 | ||
Liabilities | ||||
Deferred revenue | 0 | 401 | ||
Total liabilities | $ 0 | $ 401 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of financial instruments | ||
Bank line of credit and commercial paper | $ 556,000 | $ 995,606 |
Senior unsecured notes | 5,056,543 | 4,659,451 |
Mortgage debt | 345,167 | 346,599 |
Carrying Value | ||
Summary of financial instruments | ||
Loans receivable, net | 243,149 | 374,832 |
Marketable debt securities | 0 | 21,702 |
Bank line of credit and commercial paper | 556,000 | 995,606 |
Term loans | 496,168 | 495,957 |
Senior unsecured notes | 5,056,543 | 4,659,451 |
Mortgage debt | 345,167 | 346,599 |
Carrying Value | Interest rate swap instruments | ||
Summary of financial instruments | ||
Interest rate swap instruments | 20,782 | 30,259 |
Fair Value | Level 1 | ||
Summary of financial instruments | ||
Senior unsecured notes | 4,712,340 | 4,238,124 |
Fair Value | Level 2 | ||
Summary of financial instruments | ||
Loans receivable, net | 245,125 | 369,425 |
Marketable debt securities | 0 | 21,702 |
Bank line of credit and commercial paper | 556,000 | 995,606 |
Term loans | 496,168 | 495,957 |
Mortgage debt | 330,856 | 330,867 |
Fair Value | Level 2 | Interest rate swap instruments | ||
Summary of financial instruments | ||
Interest rate swap instruments | $ 20,782 | $ 30,259 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions | 3 Months Ended | |||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Feb. 28, 2023 USD ($) derivative_held | Aug. 31, 2022 USD ($) derivative_held | Apr. 30, 2022 derivative_held | Apr. 30, 2021 USD ($) derivative_held | |
Derivative [Line Items] | ||||||
Asset at fair value, changes in fair value resulting from changes in assumptions | $ 22 | |||||
Interest rate cap instruments | Not Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Number of interest-rate contracts held | derivative_held | 2 | |||||
Derivative amount terminated | $ 142 | |||||
Increase in the fair value of the interest rate cap agreements | $ 2 | |||||
Interest rate swap instruments | SOFR | ||||||
Derivative [Line Items] | ||||||
Number of interest-rate contracts held | derivative_held | 2 | |||||
Notional amount | $ 142 | |||||
Interest rate swap instruments | Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Number of interest-rate contracts held | derivative_held | 2 | |||||
Derivative amount terminated | $ 500 | |||||
Interest rate swap instruments | Designated as Hedging Instrument | Cash Flow Hedging | ||||||
Derivative [Line Items] | ||||||
Number of interest-rate contracts held | derivative_held | 2 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments (Details) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Interest Rate Swap, 4.99% Pay Rate | ||
Derivative [Line Items] | ||
Notional Amount | $ 51,100 | |
Pay Rate | 4.99% | |
Receive Rate | 2.50% | |
Fair Value | $ 1,675 | $ 2,300 |
Interest Rate Swap, 4.54% Pay Rate | ||
Derivative [Line Items] | ||
Notional Amount | $ 91,000 | |
Pay Rate | 4.54% | |
Receive Rate | 2.05% | |
Fair Value | $ 2,983 | 4,096 |
Interest Rate Swap, 2.60% Pay Rate | ||
Derivative [Line Items] | ||
Notional Amount | $ 250,000 | |
Pay Rate | 2.60% | |
Fair Value | $ 7,658 | 11,299 |
Interest Rate Swap, 2.54% Pay Rate | ||
Derivative [Line Items] | ||
Notional Amount | $ 250,000 | |
Pay Rate | 2.54% | |
Fair Value | $ 8,466 | 12,564 |
Interest Rate Swap, 5.08% Pay Rate | ||
Derivative [Line Items] | ||
Notional Amount | $ 51,000 | |
Pay Rate | 5.08% | |
Receive Rate | 2.50% | |
Interest Rate Swap, 4.63% Pay Rate | ||
Derivative [Line Items] | ||
Notional Amount | $ 91,000 | |
Pay Rate | 4.63% | |
Receive Rate | 2.05% |
Accounts Payable, Accrued Lia_3
Accounts Payable, Accrued Liabilities, and Other Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Refundable entrance fees | $ 264,065 | $ 268,972 |
Accrued construction costs | 161,774 | 178,626 |
Accrued interest | 39,065 | 59,291 |
Other accounts payable and accrued liabilities | 224,090 | 265,596 |
Accounts payable, accrued liabilities, and other liabilities | 688,994 | 772,485 |
Severance-related charges | $ 12,000 | $ 15,000 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenues [Abstract] | |||
Nonrefundable entrance fees | $ 527,476 | $ 518,573 | |
Other deferred revenue | 350,968 | 325,503 | |
Deferred revenue | 878,444 | $ 844,076 | |
Proceeds from nonrefundable entrance fees | 29,000 | $ 21,000 | |
Amortization of nonrefundable entrance fee | 20,000 | 19,000 | |
Amortization of other deferred charges | $ 13,000 | $ 9,000 |