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Segment Reporting | 9 Months Ended
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Sep. 30, 2020
Segment Reporting [Abstract] |
Segment Reporting | Segment ReportingWe operate in, and report financial information for, the following two segments: Office Portfolio and senior housing operating portfolio, or SHOP. We aggregate each of these two reporting segments based on their similar operating and economic characteristics. Our Office Portfolio segment consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants. Our SHOP segment consists of managed senior living communities that provide short term and long term residential living and in some instances care and other services for residents where we pay fees to the operator to manage the communities for our account. In addition, prior to January 1, 2020, our SHOP segment included triple net leased senior living communities that provided short term and long term residential living and in some instances care and other services for residents and from which we received rents from Five Star. Pursuant to the Restructuring Transaction, effective January 1, 2020, our previously existing master leases and management and pooling agreements with Five Star were terminated and replaced with new management and related agreements, or collectively, the New Management Agreements, for all of our senior living communities operated by Five Star. Prior periods have been recast to reflect these reportable segments for all periods presented. We also report “non-segment” operations, which consists of triple net leased senior living communities, which are leased to operators other than Five Star from which we receive rents, and wellness centers, which we do not consider to be sufficiently material to constitute a separate reporting segment, and any other income or expenses that are not attributable to a specific reporting segment.
|  | For the Three Months Ended September 30, 2020
|  | Office Portfolio |  | SHOP (1) |  | Non-Segment |  | Consolidated
Revenues: |  |  |  |  |  |  |  |
Rental income |  | $ | 94,235 |  |  | $ | — |  |  | $ | 10,003 |  |  | $ | 104,238 |
Residents fees and services |  | — |  |  | 290,101 |  |  | — |  |  | 290,101 |
Total revenues |  | 94,235 |  |  | 290,101 |  |  | 10,003 |  |  | 394,339 |
Expenses: |  |  |  |  |  |  |  |
Property operating expenses |  | 33,448 |  |  | 282,202 |  |  | — |  |  | 315,650 |
Depreciation and amortization |  | 32,816 |  |  | 31,570 |  |  | 2,825 |  |  | 67,211 |
General and administrative |  | — |  |  | — |  |  | 6,988 |  |  | 6,988 |
Acquisition and certain other transaction related costs |  | — |  |  | — |  |  | 53 |  |  | 53 |
Impairment of assets |  | 1,334 |  |  | 62,868 |  |  | — |  |  | 64,202 |
Total expenses |  | 67,598 |  |  | 376,640 |  |  | 9,866 |  |  | 454,104 |
Loss on sale of properties |  | (169) |  |  | (42) |  |  | — |  |  | (211) |
Gains on equity securities, net |  | — |  |  | — |  |  | 12,510 |  |  | 12,510 |
Interest and other income |  | — |  |  | — |  |  | 134 |  |  | 134 |
Interest expense |  | (6,068) |  |  | (552) |  |  | (51,471) |  |  | (58,091) |
Income (loss) from continuing operations before income tax expense |  | 20,400 |  |  | (87,133) |  |  | (38,690) |  |  | (105,423) |
Income tax expense |  | — |  |  | — |  |  | (365) |  |  | (365) |
Net income (loss) |  | 20,400 |  |  | (87,133) |  |  | (39,055) |  |  | (105,788) |
Net income attributable to noncontrolling interest |  | (1,100) |  |  | — |  |  | — |  |  | (1,100) |
Net income (loss) attributable to common shareholders |  | $ | 19,300 |  |  | $ | (87,133) |  |  | $ | (39,055) |  |  | $ | (106,888) |
|  | For the Nine Months Ended September 30, 2020
|  | Office Portfolio |  | SHOP (1) |  | Non-Segment |  | Consolidated
Revenues: |  |  |  |  |  |  |  |
Rental income |  | $ | 288,515 |  |  | $ | — |  |  | $ | 32,428 |  |  | $ | 320,943 |
Residents fees and services |  | — |  |  | 926,174 |  |  | — |  |  | 926,174 |
Total revenues |  | 288,515 |  |  | 926,174 |  |  | 32,428 |  |  | 1,247,117 |
Expenses: |  |  |  |  |  |  |  |
Property operating expenses |  | 97,047 |  |  | 837,103 |  |  | — |  |  | 934,150 |
Depreciation and amortization |  | 97,213 |  |  | 98,385 |  |  | 8,868 |  |  | 204,466 |
General and administrative |  | — |  |  | — |  |  | 23,132 |  |  | 23,132 |
Acquisition and certain other transaction related costs |  | — |  |  | — |  |  | 803 |  |  | 803 |
Impairment of assets |  | 8,090 |  |  | 98,521 |  |  | — |  |  | 106,611 |
Total expenses |  | 202,350 |  |  | 1,034,009 |  |  | 32,803 |  |  | 1,269,162 |
Gain (loss) on sale of properties |  | 2,613 |  |  | (210) |  |  | — |  |  | 2,403 |
Gains on equity securities, net |  | — |  |  | — |  |  | 14,541 |  |  | 14,541 |
Interest and other income |  | — |  |  | 7,346 |  |  | 662 |  |  | 8,008 |
Interest expense |  | (18,140) |  |  | (1,676) |  |  | (123,899) |  |  | (143,715) |
Gain on lease termination |  | — |  |  | — |  |  | 22,896 |  |  | 22,896 |
Loss on early extinguishment of debt |  | (401) |  |  | — |  |  | (26) |  |  | (427) |
Income (loss) from continuing operations before income tax expense |  | 70,237 |  |  | (102,375) |  |  | (86,201) |  |  | (118,339) |
Income tax expense |  | — |  |  | — |  |  | (1,048) |  |  | (1,048) |
Net income (loss) |  | 70,237 |  |  | (102,375) |  |  | (87,249) |  |  | (119,387) |
Net income attributable to noncontrolling interest |  | (3,838) |  |  | — |  |  | — |  |  | (3,838) |
Net income (loss) attributable to common shareholders |  | $ | 66,399 |  |  | $ | (102,375) |  |  | $ | (87,249) |  |  | $ | (123,225) |
(1)Residents fees and services for the nine months ended September 30, 2020 for our SHOP segment is net of a $4,005 reserve for an estimated Medicare refund we expect to pay. Property operating expenses for the nine months ended September 30, 2020 for our SHOP segment includes $2,167 of estimated penalties, compliance costs and professional fees, net of management fees reimbursable by Five Star, related to the Medicare refund we expect to pay. Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, the U.S. Department of Health and Human Services, or HHS, established the Provider Relief Fund. Retention and use of the funds received under the CARES Act are subject to certain terms and conditions. The terms and conditions require that the funds be utilized to compensate for lost revenues that are attributable to the COVID-19 pandemic and for eligible costs to prevent, prepare for and respond to the COVID-19 pandemic that are not covered by other sources. Further, fund recipients are required to be participating in Medicare at the time of distribution and are subject to certain other terms and conditions, including quarterly reporting requirements. In addition, fund recipients are required to have billed Medicare during 2019 and to continue to provide care after January 31, 2020 for diagnosis, testing or care for individuals with possible or actual COVID-19 cases. Any funds not used in accordance with the terms and conditions must be returned to HHS. As of September 30, 2020, we had received $15,459 in funds from the Provider Relief Fund to be used to support the operations of our managed senior living communities; we have currently determined that $7,346 of such funds meet the required terms and conditions. We have recognized $7,346 as other income with respect to our SHOP segment for the nine months ended September 30, 2020. We currently expect to return the remaining $8,113 of such funds to HHS in November 2020 unless and to the extent we determine that such funds meet the required terms and conditions and have therefore included that amount in other liabilities in our condensed consolidated financial statements as of September 30, 2020. We have applied for additional funds that may be available under the CARES Act Provider Relief Fund; however, we may not receive any additional funding.
|  | As of September 30, 2020
|  | Office Portfolio |  | SHOP |  | Non-Segment |  | Consolidated
Total assets |  | $ | 3,105,760 |  |  | $ | 2,914,966 |  |  | $ | 514,392 |  |  | $ | 6,535,118 |
|  | For the Three Months Ended September 30, 2019
|  | Office Portfolio |  | SHOP |  | Non-Segment |  | Consolidated
Revenues: |  |  |  |  |  |  |  |
Rental income |  | $ | 100,010 |  |  | $ | 32,738 |  |  | $ | 15,263 |  |  | $ | 148,011 |
Residents fees and services |  | — |  |  | 107,816 |  |  | — |  |  | 107,816 |
Total revenues |  | 100,010 |  |  | 140,554 |  |  | 15,263 |  |  | 255,827 |
Expenses: |  |  |  |  |  |  |  |
Property operating expenses |  | 34,184 |  |  | 90,899 |  |  | — |  |  | 125,083 |
Depreciation and amortization |  | 33,801 |  |  | 34,901 |  |  | 4,666 |  |  | 73,368 |
General and administrative |  | — |  |  | — |  |  | 9,604 |  |  | 9,604 |
Acquisition and certain other transaction related costs |  | — |  |  | — |  |  | 2,492 |  |  | 2,492 |
Impairment of assets |  | 26,037 |  |  | 718 |  |  | 6,344 |  |  | 33,099 |
Total expenses |  | 94,022 |  |  | 126,518 |  |  | 23,106 |  |  | 243,646 |
Gain on sale of properties |  | 4,183 |  |  | — |  |  | — |  |  | 4,183 |
Gains on equity securities, net |  | — |  |  | — |  |  | 40 |  |  | 40 |
Interest and other income |  | — |  |  | — |  |  | 238 |  |  | 238 |
Interest expense |  | (6,239) |  |  | (585) |  |  | (37,993) |  |  | (44,817) |
Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee |  | 3,932 |  |  | 13,451 |  |  | (45,558) |  |  | (28,175) |
Income tax benefit |  | — |  |  | — |  |  | 146 |  |  | 146 |
Equity in earnings of an investee |  | — |  |  | — |  |  | 83 |  |  | 83 |
Net income (loss) |  | 3,932 |  |  | 13,451 |  |  | (45,329) |  |  | (27,946) |
Net income attributable to noncontrolling interest |  | (1,444) |  |  | — |  |  | — |  |  | (1,444) |
Net income (loss) attributable to common shareholders |  | $ | 2,488 |  |  | $ | 13,451 |  |  | $ | (45,329) |  |  | $ | (29,390) |
|  | For the Nine Months Ended September 30, 2019
|  | Office Portfolio |  | SHOP |  | Non-Segment |  | Consolidated
Revenues: |  |  |  |  |  |  |  |
Rental income |  | $ | 307,616 |  |  | $ | 105,451 |  |  | $ | 46,282 |  |  | $ | 459,349 |
Residents fees and services |  | — |  |  | 324,767 |  |  | — |  |  | 324,767 |
Total revenues |  | 307,616 |  |  | 430,218 |  |  | 46,282 |  |  | 784,116 |
Expenses: |  |  |  |  |  |  |  |
Property operating expenses |  | 98,886 |  |  | 263,612 |  |  | — |  |  | 362,498 |
Depreciation and amortization |  | 104,939 |  |  | 100,080 |  |  | 14,503 |  |  | 219,522 |
General and administrative |  | — |  |  | — |  |  | 28,287 |  |  | 28,287 |
Acquisition and certain other transaction related costs |  | — |  |  | — |  |  | 11,209 |  |  | 11,209 |
Impairment of assets |  | 26,133 |  |  | 9,041 |  |  | 6,344 |  |  | 41,518 |
Total expenses |  | 229,958 |  |  | 372,733 |  |  | 60,343 |  |  | 663,034 |
Gain on sale of properties |  | 6,686 |  |  | 15,207 |  |  | — |  |  | 21,893 |
Dividend income |  | — |  |  | — |  |  | 1,846 |  |  | 1,846 |
Losses on equity securities, net |  | — |  |  | — |  |  | (41,476) |  |  | (41,476) |
Interest and other income |  | — |  |  | — |  |  | 590 |  |  | 590 |
Interest expense |  | (18,257) |  |  | (2,481) |  |  | (116,102) |  |  | (136,840) |
Loss on early extinguishment of debt |  | — |  |  | (17) |  |  | — |  |  | (17) |
Income (loss) from continuing operations before income tax benefit and equity in earnings of an investee |  | 66,087 |  |  | 70,194 |  |  | (169,203) |  |  | (32,922) |
Income tax benefit |  | — |  |  | — |  |  | 47 |  |  | 47 |
Equity in earnings of an investee |  | — |  |  | — |  |  | 617 |  |  | 617 |
Net income (loss) |  | 66,087 |  |  | 70,194 |  |  | (168,539) |  |  | (32,258) |
Net income attributable to noncontrolling interest |  | (4,279) |  |  | — |  |  | — |  |  | (4,279) |
Net income (loss) attributable to common shareholders |  | $ | 61,808 |  |  | $ | 70,194 |  |  | $ | (168,539) |  |  | $ | (36,537) |
| As of December 31, 2019
| Office Portfolio |  | SHOP |  | Non-Segment |  | Consolidated
Total assets | $ | 3,165,577 |  |  | $ | 3,044,989 |  |  | $ | 443,260 |  |  | $ | 6,653,826 |

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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://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 31 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 34 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 40 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (f) -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 41 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 32 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 22 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 42 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -SubTopic 10 -Section 50 -Paragraph 21 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI http://asc.fasb.org/topic&trid=2134510 + Details
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