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Segment Disclosures | 3 Months Ended
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Mar. 31, 2020
Segment Reporting [Abstract] |
Segment Disclosures | Segment Disclosures The Company evaluates its business and allocates resources based on its reportable business segments: (i) senior housing triple-net, (ii) SHOP, (iii) CCRC, (iv) life science, and (v) medical office. The Company has non-reportable segments that are comprised primarily of the Company’s hospital properties and debt investments. The accounting policies of the segments are the same as those in Note 2 to the Consolidated Financial Statements in the Company’s 2019 Annual Report on Form 10-K filed with the SEC, as updated by Note 2 herein. During the first quarter of 2020, primarily as a result of: (i) acquiring 100% ownership interest in 13 of 15 CCRCs previously held by a CCRC joint venture (see discussion of the 2019 MTCA with Brookdale in Note 3) and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers began reviewing operating results of CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share on consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and began reporting segment measures inclusive of the Company’s share of unconsolidated joint ventures and exclusive of noncontrolling interests’ share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation. During the three months ended March 31, 2020 and 2019, 7 and 18 senior housing triple-net facilities, respectively, were transferred to the Company’s SHOP segment as a result of terminating the triple-net leases and transitioning the assets to a RIDEA structure. When an asset is transferred from one segment to another, the results associated with that asset are included in the original segment until the date of transfer. Results generated after the transfer date are included in the new segment. 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, and income from direct financing leases and exclusive of interest income), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI include the Company’s share of income (loss) from unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) from consolidated joint ventures. Management believes Adjusted NOI is an important supplemental measure because it provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting it on an unlevered basis. 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, marketable equity securities, and real estate assets and liabilities held for sale. The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2020:
|  | Senior Housing Triple-Net |  | SHOP |  | CCRC |  | Life Science |  | Medical Office |  | Other Non-reportable |  | Corporate Non-segment |  | Total
Total revenues |  | $ | 33,135 |  |  | $ | 170,961 |  |  | $ | 91,780 |  |  | $ | 128,883 |  |  | $ | 145,146 |  |  | $ | 15,245 |  |  | $ | — |  |  | $ | 585,150 |
Less: Interest income |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (3,688 | ) |  | — |  |  | (3,688 | )
Healthpeak's share of unconsolidated joint venture real estate revenues |  | — |  |  | 25,765 |  |  | 21,647 |  |  | — |  |  | 695 |  |  | 86 |  |  | — |  |  | 48,193 |
Noncontrolling interests' share of consolidated joint venture real estate revenues |  | — |  |  | (538 | ) |  | — |  |  | (52 | ) |  | (8,640 | ) |  | — |  |  | — |  |  | (9,230 | )
Operating expenses |  | (506 | ) |  | (138,130 | ) |  | (156,482 | ) |  | (30,201 | ) |  | (50,687 | ) |  | (7 | ) |  | — |  |  | (376,013 | )
Healthpeak's share of unconsolidated joint venture operating expenses |  | — |  |  | (17,956 | ) |  | (18,037 | ) |  | — |  |  | (275 | ) |  | 2 |  |  | — |  |  | (36,266 | )
Noncontrolling interests' share of consolidated joint venture operating expenses |  | — |  |  | 377 |  |  | — |  |  | 17 |  |  | 2,600 |  |  | — |  |  | — |  |  | 2,994 |
Adjustments to NOI(1) |  | (3,374 | ) |  | 531 |  |  | 91,561 |  |  | (4,280 | ) |  | (1,457 | ) |  | 461 |  |  | — |  |  | 83,442 |
Adjusted NOI |  | 29,255 |  |  | 41,010 |  |  | 30,469 |  |  | 94,367 |  |  | 87,382 |  |  | 12,099 |  |  | — |  |  | 294,582 |
Plus: Adjustments to NOI(1) |  | 3,374 |  |  | (531 | ) |  | (91,561 | ) |  | 4,280 |  |  | 1,457 |  |  | (461 | ) |  | — |  |  | (83,442 | )
Interest income |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,688 |  |  | — |  |  | 3,688 |
Interest expense |  | (82 | ) |  | (2,855 | ) |  | (1,304 | ) |  | (63 | ) |  | (102 | ) |  | — |  |  | (53,970 | ) |  | (58,376 | )
Depreciation and amortization |  | (7,160 | ) |  | (57,003 | ) |  | (20,229 | ) |  | (50,211 | ) |  | (53,148 | ) |  | (1,525 | ) |  | — |  |  | (189,276 | )
General and administrative |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (22,349 | ) |  | (22,349 | )
Transaction costs |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (14,848 | ) |  | (14,848 | )
Impairments and loan loss reserves (recoveries), net |  | (4,670 | ) |  | (23,285 | ) |  | — |  |  | — |  |  | (2,706 | ) |  | (8,462 | ) |  | — |  |  | (39,123 | )
Gain (loss) on sales of real estate, net |  | 164,043 |  |  | (1,243 | ) |  | — |  |  | — |  |  | 2,109 |  |  | (40 | ) |  | — |  |  | 164,869 |
Loss on debt extinguishments |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 833 |  |  | 833 |
Other income (expense), net |  | — |  |  | — |  |  | 170,332 |  |  | — |  |  | — |  |  | 41,707 |  |  | (1,431 | ) |  | 210,608 |
Income tax benefit (expense)(2) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 33,044 |  |  | 33,044 |
Less: Healthpeak's share of unconsolidated joint venture NOI |  | — |  |  | (7,809 | ) |  | (3,610 | ) |  | — |  |  | (420 | ) |  | (88 | ) |  | — |  |  | (11,927 | )
Plus: Noncontrolling interests' share of consolidated joint venture NOI |  | — |  |  | 161 |  |  | — |  |  | 35 |  |  | 6,040 |  |  | — |  |  | — |  |  | 6,236 |
Equity income (loss) from unconsolidated joint ventures |  | — |  |  | (18,150 | ) |  | (1,880 | ) |  | — |  |  | 196 |  |  | 7,855 |  |  | — |  |  | (11,979 | )
Net income (loss) |  | $ | 184,760 |  |  | $ | (69,705 | ) |  | $ | 82,217 |  |  | $ | 48,408 |  |  | $ | 40,808 |  |  | $ | 54,773 |  |  | $ | (58,721 | ) |  | $ | 282,540 |
_______________________________________
(1) | Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.
(2) | Income tax benefit (expense) for the quarter ended March 31, 2020 includes: (i) a $52 million tax benefit recognized in conjunction with internal restructuring activities, which resulted in the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in connection with the 2019 MTCA (see Note 3) and (ii) a $2.9 million net tax benefit recognized due to changes under the Coronavirus Aid, Relief, and Economic Security (“CARES”) act, which resulted in net operating losses being utilized at a higher income tax rate than previously available.
For the three months ended March 31, 2019:
|  | Senior Housing Triple-Net |  | SHOP |  | CCRC |  | Life Science |  | Medical Office |  | Other Non-reportable |  | Corporate Non-segment |  | Total
Total revenues |  | $ | 58,831 |  |  | $ | 126,181 |  |  | $ | — |  |  | $ | 94,473 |  |  | $ | 142,195 |  |  | $ | 14,474 |  |  | $ | — |  |  | $ | 436,154 |
Less: Interest income |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,713 | ) |  | — |  |  | (1,713 | )
Healthpeak's share of unconsolidated joint venture real estate revenues |  | — |  |  | 5,649 |  |  | 52,238 |  |  | — |  |  | 705 |  |  | 5,532 |  |  | — |  |  | 64,124 |
Noncontrolling interests' share of consolidated joint venture real estate revenues |  | (2 | ) |  | (472 | ) |  | — |  |  | (40 | ) |  | (8,303 | ) |  | — |  |  | — |  |  | (8,817 | )
Operating expenses |  | (994 | ) |  | (96,947 | ) |  | — |  |  | (21,992 | ) |  | (48,987 | ) |  | (7 | ) |  | — |  |  | (168,927 | )
Healthpeak's share of unconsolidated joint venture operating expenses |  | — |  |  | (4,161 | ) |  | (41,377 | ) |  | — |  |  | (275 | ) |  | (17 | ) |  | — |  |  | (45,830 | )
Noncontrolling interests' share of consolidated joint venture operating expenses |  | — |  |  | 350 |  |  | — |  |  | 13 |  |  | 2,424 |  |  | — |  |  | — |  |  | 2,787 |
Adjustments to NOI(1) |  | 566 |  |  | 1,182 |  |  | 3,452 |  |  | (2,479 | ) |  | (1,748 | ) |  | (279 | ) |  | — |  |  | 694 |
Adjusted NOI |  | 58,401 |  |  | 31,782 |  |  | 14,313 |  |  | 69,975 |  |  | 86,011 |  |  | 17,990 |  |  | — |  |  | 278,472 |
Plus: Adjustments to NOI(1) |  | (566 | ) |  | (1,182 | ) |  | (3,452 | ) |  | 2,479 |  |  | 1,748 |  |  | 279 |  |  | — |  |  | (694 | )
Interest income |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 1,713 |  |  | — |  |  | 1,713 |
Interest expense |  | (589 | ) |  | (663 | ) |  | — |  |  | (73 | ) |  | (111 | ) |  | — |  |  | (47,891 | ) |  | (49,327 | )
Depreciation and amortization |  | (16,677 | ) |  | (24,086 | ) |  | — |  |  | (36,248 | ) |  | (53,020 | ) |  | (1,920 | ) |  | — |  |  | (131,951 | )
General and administrative |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (21,355 | ) |  | (21,355 | )
Transaction costs |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (4,518 | ) |  | (4,518 | )
Impairments and loan loss reserves (recoveries), net |  | — |  |  | — |  |  | — |  |  | — |  |  | (8,858 | ) |  | — |  |  | — |  |  | (8,858 | )
Gain (loss) on sales of real estate, net |  | 3,557 |  |  | 4,487 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 8,044 |
Other income (expense), net |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,133 |  |  | 3,133 |
Income tax benefit (expense) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 3,458 |  |  | 3,458 |
Less: Healthpeak's share of unconsolidated joint venture NOI |  | — |  |  | (1,488 | ) |  | (10,861 | ) |  | — |  |  | (430 | ) |  | (5,515 | ) |  | — |  |  | (18,294 | )
Plus: Noncontrolling interests' share of consolidated joint venture NOI |  | 2 |  |  | 122 |  |  | — |  |  | 27 |  |  | 5,879 |  |  | — |  |  | — |  |  | 6,030 |
Equity income (loss) from unconsolidated joint ventures |  | — |  |  | (477 | ) |  | (2,096 | ) |  | — |  |  | 211 |  |  | 1,499 |  |  | — |  |  | (863 | )
Net income (loss) |  | $ | 44,128 |  |  | $ | 8,495 |  |  | $ | (2,096 | ) |  | $ | 36,160 |  |  | $ | 31,430 |  |  | $ | 14,046 |  |  | $ | (67,173 | ) |  | $ | 64,990 |
_______________________________________
(1) | Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, and termination fees. Includes the Company’s share of income (loss) generated by unconsolidated joint ventures and excludes noncontrolling interests’ share of income (loss) generated by consolidated joint ventures.
The following table summarizes the Company’s revenues by segment (in thousands):
|  | Three Months Ended March 31,
Segment |  | 2020 |  | 2019
Senior housing triple-net |  | $ | 33,135 |  |  | $ | 58,831 |
SHOP |  | 170,961 |  |  | 126,181 |
CCRC |  | 91,780 |  |  | — |
Life science |  | 128,883 |  |  | 94,473 |
Medical office |  | 145,146 |  |  | 142,195 |
Other non-reportable segments |  | 15,245 |  |  | 14,474 |
Total revenues |  | $ | 585,150 |  |  | $ | 436,154 |
See Notes 3, 4, 5, 6, and 7 for significant transactions impacting the Company’s segment assets during the periods presented.

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- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI http://asc.fasb.org/topic&trid=2134510 + Details
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