Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 19, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-8923 | |
Entity Registrant Name | WELLTOWER INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 34-1096634 | |
Entity Address, Address Line One | 4500 Dorr Street | |
Entity Address, City or Town | Toledo, | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43615 | |
City Area Code | (419) | |
Local Phone Number | 247-2800 | |
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 | 405,246,816 | |
Entity Central Index Key | 0000766704 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Common stock, $1.00 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $1.00 par value per share | |
Trading Symbol | WELL | |
Security Exchange Name | NYSE | |
4.800% Notes due 2028 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.800% Notes due 2028 | |
Trading Symbol | WELL28 | |
Security Exchange Name | NYSE | |
4.500% Notes due 2034 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.500% Notes due 2034 | |
Trading Symbol | WELL34 | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | [1] |
Real property owned: | |||
Land and land improvements | $ 3,337,234 | $ 3,205,091 | |
Buildings and improvements | 28,691,274 | 28,019,502 | |
Acquired lease intangibles | 1,589,138 | 1,581,159 | |
Real property held for sale, net of accumulated depreciation | 1,704,206 | 590,271 | |
Construction in progress | 363,160 | 194,365 | |
Less accumulated depreciation and amortization | (5,539,435) | (5,499,958) | |
Net real property owned | 30,145,577 | 28,090,430 | |
Right of use assets, net | 550,342 | ||
Real estate loans receivable, net of allowance | 368,994 | 330,339 | |
Net real estate investments | 31,064,913 | 28,420,769 | |
Other assets: | |||
Investments in unconsolidated entities | 519,387 | 482,914 | |
Goodwill | 68,321 | 68,321 | |
Cash and cash equivalents | 268,666 | 215,376 | |
Restricted cash | 91,052 | 100,753 | |
Straight-line rent receivable | 419,501 | 367,093 | |
Receivables and other assets | 716,857 | 686,846 | |
Total other assets | 2,083,784 | 1,921,303 | |
Total assets | 33,148,697 | 30,342,072 | |
Liabilities: | |||
Unsecured credit facility and commercial paper | 1,869,188 | 1,147,000 | |
Senior unsecured notes | 10,606,106 | 9,603,299 | |
Secured debt | 2,675,507 | 2,476,177 | |
Lease liabilities | 469,029 | 70,668 | |
Accrued expenses and other liabilities | 1,076,061 | 1,034,283 | |
Total liabilities | 16,695,891 | 14,331,427 | |
Redeemable noncontrolling interests | 483,234 | 424,046 | |
Equity: | |||
Preferred stock | 0 | 718,498 | |
Common stock | 406,014 | 384,465 | |
Capital in excess of par value | 19,740,145 | 18,424,368 | |
Treasury stock | (74,042) | (68,499) | |
Cumulative net income | 6,539,766 | 6,121,534 | |
Cumulative dividends | (11,516,994) | (10,818,557) | |
Accumulated other comprehensive income (loss) | (100,622) | (129,769) | |
Other equity | 188 | 294 | |
Total Welltower Inc. stockholders’ equity | 14,994,455 | 14,632,334 | |
Noncontrolling interests | 975,117 | 954,265 | |
Total equity | 15,969,572 | 15,586,599 | |
Total liabilities and equity | $ 33,148,697 | $ 30,342,072 | |
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Revenues: | |||||
Rental income | $ 385,586 | $ 766,670 | |||
Rental income | $ 333,601 | $ 676,970 | |||
Total revenues | 1,320,106 | 1,125,912 | 2,592,351 | 2,222,877 | |
Expenses: | |||||
Property operating expenses | 701,127 | 568,751 | 1,371,934 | 1,125,216 | |
Depreciation and amortization | 248,052 | 236,275 | 491,984 | 464,476 | |
Interest expense | 141,336 | 121,416 | 286,568 | 244,191 | |
General and administrative expenses | 33,741 | 32,831 | 69,023 | 66,536 | |
Loss (gain) on derivatives and financial instruments, net | 1,913 | (7,460) | (574) | (14,633) | |
Loss (gain) on extinguishment of debt, net | 0 | 299 | 15,719 | 12,006 | |
Provision for loan losses | 0 | 0 | 18,690 | 0 | |
Impairment of assets | 9,939 | 4,632 | 9,939 | 32,817 | |
Other expenses | 21,628 | 10,058 | 30,384 | 13,770 | |
Total expenses | 1,157,736 | 966,802 | 2,293,667 | 1,944,379 | |
Income (loss) from continuing operations before income taxes and other items | 162,370 | 159,110 | 298,684 | 278,498 | |
Income tax (expense) benefit | (1,599) | (3,841) | (3,821) | (5,429) | |
Income (loss) from unconsolidated entities | (9,049) | 1,249 | (18,248) | (1,180) | |
Gain (loss) on real estate dispositions, net | (1,682) | 10,755 | 165,727 | 348,939 | |
Income (loss) from continuing operations | 150,040 | 167,273 | 442,342 | 620,828 | |
Net income (loss) | 150,040 | 167,273 | 442,342 | 620,828 | |
Less: Preferred stock dividends | 0 | 11,676 | 0 | 23,352 | |
Less: Net income (loss) attributable to noncontrolling interests | [1] | 12,278 | 1,165 | 24,110 | 5,373 |
Net income (loss) attributable to common stockholders | $ 137,762 | $ 154,432 | $ 418,232 | $ 592,103 | |
Average number of common shares outstanding: | |||||
Basic (in shares) | 404,607 | 371,640 | 398,073 | 371,552 | |
Diluted (in shares) | 406,673 | 373,075 | 400,096 | 373,186 | |
Basic: | |||||
Income (loss) from continuing operations (in USD per share) | $ 0.37 | $ 0.45 | $ 1.11 | $ 1.67 | |
Net income (loss) attributable to common stockholders (in USD per share) | 0.34 | 0.42 | 1.05 | 1.59 | |
Diluted: | |||||
Income (loss) from continuing operations (in USD per share) | 0.37 | 0.45 | 1.11 | 1.66 | |
Net income (loss) attributable to common stockholders (in USD per share) | 0.34 | 0.41 | 1.05 | 1.59 | |
Dividends declared and paid per common share (in USD per share) | $ 0.87 | $ 0.87 | $ 1.7400 | $ 1.7400 | |
Net income | $ 150,040 | $ 167,273 | $ 442,342 | $ 620,828 | |
Other comprehensive income (loss): | |||||
Foreign currency translation gain (loss) | (54,024) | (200,826) | 24,596 | (121,802) | |
Derivative instruments gain (loss) | 100,407 | 150,703 | 12,725 | 88,005 | |
Total other comprehensive income (loss) | 46,383 | (50,123) | 37,321 | (33,797) | |
Total comprehensive income (loss) | 196,423 | 117,150 | 479,663 | 587,031 | |
Less: Total comprehensive income (loss) attributable to noncontrolling interests(1) | 14,665 | (7,580) | 32,284 | (7,258) | |
Total comprehensive income (loss) attributable to common stockholders | 181,758 | 124,730 | 447,379 | 594,289 | |
Resident fees and services | |||||
Revenues: | |||||
Revenue from contract with customer | 914,085 | 763,345 | 1,782,370 | 1,499,279 | |
Interest income | |||||
Revenues: | |||||
Revenue from contract with customer | 17,356 | 13,462 | 32,475 | 28,110 | |
Other income | |||||
Revenues: | |||||
Revenue from contract with customer | $ 3,079 | $ 15,504 | $ 10,836 | $ 18,518 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Cumulative Net Income | Cumulative Dividends | Accumulated Other Comprehensive Income (Loss) | Other Equity | Noncontrolling Interests | |
Balances at beginning of period at Dec. 31, 2017 | $ 14,925,452 | $ 718,503 | $ 372,449 | $ 17,662,681 | $ (64,559) | $ 5,316,580 | $ (9,471,712) | $ (111,465) | $ 670 | $ 502,305 | |
Comprehensive income: | |||||||||||
Net income (loss) | 454,538 | 449,347 | 5,191 | ||||||||
Other comprehensive income | 16,326 | 20,212 | (3,886) | ||||||||
Total comprehensive income | 470,864 | ||||||||||
Net change in noncontrolling interests | (15,876) | (13,157) | (2,719) | ||||||||
Amounts related to stock incentive plans, net of forfeitures | 7,098 | 150 | 11,085 | (4,137) | |||||||
Proceeds from issuance of common stock | 7,190 | 130 | 7,060 | ||||||||
Conversion of preferred stock | 0 | (5) | 5 | ||||||||
Dividends paid: | |||||||||||
Common stock dividends | (323,726) | (323,726) | |||||||||
Preferred stock dividends | (11,676) | (11,676) | |||||||||
Balances at end of period at Mar. 31, 2018 | 15,059,326 | 718,498 | 372,729 | 17,667,674 | (68,696) | 5,765,927 | (9,807,114) | (91,253) | 670 | 500,891 | |
Balances at beginning of period at Dec. 31, 2017 | 14,925,452 | 718,503 | 372,449 | 17,662,681 | (64,559) | 5,316,580 | (9,471,712) | (111,465) | 670 | 502,305 | |
Comprehensive income: | |||||||||||
Other comprehensive income | (33,797) | ||||||||||
Balances at end of period at Jun. 30, 2018 | 14,800,487 | 718,498 | 372,801 | 17,661,384 | (68,661) | 5,932,035 | (10,142,162) | (132,631) | 659 | 458,564 | |
Balances at beginning of period at Mar. 31, 2018 | 15,059,326 | 718,498 | 372,729 | 17,667,674 | (68,696) | 5,765,927 | (9,807,114) | (91,253) | 670 | 500,891 | |
Comprehensive income: | |||||||||||
Net income (loss) | 168,463 | 166,108 | 2,355 | ||||||||
Other comprehensive income | (50,123) | (41,378) | (8,745) | ||||||||
Total comprehensive income | 118,340 | ||||||||||
Net change in noncontrolling interests | (50,759) | (14,822) | (35,937) | ||||||||
Amounts related to stock incentive plans, net of forfeitures | 5,843 | 18 | 5,801 | 35 | (11) | ||||||
Proceeds from issuance of common stock | 2,785 | 54 | 2,731 | ||||||||
Dividends paid: | |||||||||||
Common stock dividends | (323,372) | (323,372) | |||||||||
Preferred stock dividends | (11,676) | (11,676) | |||||||||
Balances at end of period at Jun. 30, 2018 | 14,800,487 | 718,498 | 372,801 | 17,661,384 | (68,661) | 5,932,035 | (10,142,162) | (132,631) | 659 | 458,564 | |
Balances at beginning of period at Dec. 31, 2018 | 15,586,599 | [1] | 718,498 | 384,465 | 18,424,368 | (68,499) | 6,121,534 | (10,818,557) | (129,769) | 294 | 954,265 |
Comprehensive income: | |||||||||||
Net income (loss) | 291,255 | 280,470 | 10,785 | ||||||||
Other comprehensive income | (9,062) | (14,849) | 5,787 | ||||||||
Total comprehensive income | 282,193 | ||||||||||
Net change in noncontrolling interests | (10,342) | (8,845) | (1,497) | ||||||||
Amounts related to stock incentive plans, net of forfeitures | 1,521 | 120 | 7,420 | (5,993) | (26) | ||||||
Proceeds from issuance of common stock | 532,620 | 7,212 | 525,408 | ||||||||
Conversion of preferred stock | 0 | (718,498) | 12,712 | 705,786 | |||||||
Dividends paid: | |||||||||||
Common stock dividends | (344,760) | (344,760) | |||||||||
Balances at end of period at Mar. 31, 2019 | 16,047,831 | 0 | 404,509 | 19,654,137 | (74,492) | 6,402,004 | (11,163,317) | (144,618) | 268 | 969,340 | |
Balances at beginning of period at Dec. 31, 2018 | 15,586,599 | [1] | 718,498 | 384,465 | 18,424,368 | (68,499) | 6,121,534 | (10,818,557) | (129,769) | 294 | 954,265 |
Comprehensive income: | |||||||||||
Other comprehensive income | 37,321 | ||||||||||
Balances at end of period at Jun. 30, 2019 | 15,969,572 | 0 | 406,014 | 19,740,145 | (74,042) | 6,539,766 | (11,516,994) | (100,622) | 188 | 975,117 | |
Balances at beginning of period at Mar. 31, 2019 | 16,047,831 | 0 | 404,509 | 19,654,137 | (74,492) | 6,402,004 | (11,163,317) | (144,618) | 268 | 969,340 | |
Comprehensive income: | |||||||||||
Net income (loss) | 149,111 | 137,762 | 11,349 | ||||||||
Other comprehensive income | 46,383 | 43,996 | 2,387 | ||||||||
Total comprehensive income | 195,494 | ||||||||||
Net change in noncontrolling interests | (31,631) | (23,672) | (7,959) | ||||||||
Amounts related to stock incentive plans, net of forfeitures | 8,347 | 18 | 7,959 | 450 | (80) | ||||||
Proceeds from issuance of common stock | 103,208 | 1,487 | 101,721 | ||||||||
Dividends paid: | |||||||||||
Common stock dividends | (353,677) | (353,677) | |||||||||
Balances at end of period at Jun. 30, 2019 | $ 15,969,572 | $ 0 | $ 406,014 | $ 19,740,145 | $ (74,042) | $ 6,539,766 | $ (11,516,994) | $ (100,622) | $ 188 | $ 975,117 | |
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Operating activities: | |||
Net income | $ 442,342 | $ 620,828 | |
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | |||
Depreciation and amortization | 491,984 | 464,476 | |
Other amortization expenses | 9,761 | 7,984 | |
Provision for loan losses | 18,690 | 0 | |
Impairment of assets | 9,939 | 32,817 | |
Stock-based compensation expense | 15,192 | 16,725 | |
Loss (gain) on derivatives and financial instruments, net | (574) | (14,633) | |
Loss (gain) on extinguishment of debt, net | 15,719 | 12,006 | |
Loss (income) from unconsolidated entities | 18,248 | 1,180 | |
Rental income less than (in excess of) cash received | (53,234) | 13,544 | |
Amortization related to above (below) market leases, net | (2) | 1,363 | |
Loss (gain) on real estate dispositions, net | (165,727) | (348,939) | |
Distributions by unconsolidated entities | 46 | 21 | |
Increase (decrease) in accrued expenses and other liabilities | 55,415 | 46,718 | |
Decrease (increase) in receivables and other assets | (3,317) | (15,666) | |
Net cash provided from (used in) operating activities | 854,482 | 838,424 | |
Investing activities: | |||
Cash disbursed for acquisitions | (2,718,808) | (595,596) | |
Cash disbursed for capital improvements to existing properties | (124,176) | (111,332) | |
Cash disbursed for construction in progress | (155,409) | (62,978) | |
Capitalized interest | (6,256) | (4,436) | |
Investment in real estate loans receivable | (62,935) | (48,291) | |
Principal collected on real estate loans receivable | 6,840 | 91,427 | |
Other investments, net of payments | (17,640) | (48,212) | |
Contributions to unconsolidated entities | (119,001) | (32,768) | |
Distributions by unconsolidated entities | 70,844 | 22,897 | |
Proceeds from (payments on) derivatives | (21,643) | (27,678) | |
Proceeds from sales of real property | 616,820 | 947,218 | |
Net cash provided from (used in) investing activities | (2,531,364) | 130,251 | |
Financing activities: | |||
Net increase (decrease) in unsecured credit facility and commercial paper | 722,188 | (179,000) | |
Proceeds from issuance of senior unsecured notes | 2,036,964 | 545,074 | |
Payments to extinguish senior unsecured notes | (1,050,000) | (450,000) | |
Net proceeds from the issuance of secured debt | 295,969 | 44,606 | |
Payments on secured debt | (178,700) | (224,958) | |
Net proceeds from the issuance of common stock | 647,156 | 10,188 | |
Payments for deferred financing costs and prepayment penalties | (24,177) | (18,639) | |
Contributions by noncontrolling interests | [1] | 39,122 | 8,421 |
Distributions to noncontrolling interests | [1] | (64,004) | (59,484) |
Cash distributions to stockholders | (695,099) | (670,859) | |
Other financing activities | (8,615) | (5,639) | |
Net cash provided from (used in) financing activities | 1,720,804 | (1,000,290) | |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (333) | (5,305) | |
Increase (decrease) in cash, cash equivalents and restricted cash | 43,589 | (36,920) | |
Cash, cash equivalents and restricted cash at beginning of period | 316,129 | 309,303 | |
Cash, cash equivalents and restricted cash at end of period | 359,718 | 272,383 | |
Supplemental cash flow information: | |||
Interest paid | 252,714 | 209,156 | |
Income taxes paid (received), net | $ 2,040 | $ 4,835 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business |
Accounting Policies and Related
Accounting Policies and Related Matters | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Accounting Policies and Related Matters | Accounting Policies and Related Matters Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2019 are not necessarily an indication of the results that may be expected for the year ending December 31, 2019. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . New Accounting Standards • We adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASC 842") which requires lessees to recognize assets and liabilities on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their consolidated statement of comprehensive income over the lease term. We adopted ASC 842 as of January 1, 2019, using the modified retrospective approach and have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, permits us to carry forward our prior conclusions for lease classification and initial direct costs on existing leases. We also made an accounting policy election to keep short-term leases less than twelve months off the balance sheet for all classes of underlying assets. In July 2018, the FASB issued ASU 2018-11 "Leases (Topic 842): Targeted Improvements" that (1) simplifies transition requirements for both lessees and lessors by adding an option that permits entities to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in its financial statements and (2) allows lessors to elect, as a practical expedient, to not separate lease and non-lease components in a contract, and instead to account for as a single lease component, if certain criteria are met. This practical expedient causes an entity to assess whether a contract is predominantly lease or service-based and recognize the entire contract under the relevant accounting guidance (i.e. predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under ASU 2014-09, "Revenue from Contracts with Customers (ASC 606)"). For the year ended December 31, 2018, we recognized revenue for our Seniors Housing Operating resident agreements in accordance with the provisions of the prior lease guidance, ASC 840, "Leases." Upon adoption of ASC 842, we elected the lessor practical expedient described above and recognized revenue for our Seniors Housing Operating segment based upon the predominant component, the non-lease service component. Therefore, beginning on January 1, 2019, we accounted for these resident agreements under ASC 606. The timing and pattern of revenue recognition is substantially the same as that prior to adoption. The FASB also issued ASU 2018-20 "Leases (Topic 842) - Narrow Improvements for Lessors," which provides lessors the ability to make an accounting policy election not to evaluate whether certain sales taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Upon adoption of ASC 842, we utilized this practical expedient in instances in which real estate taxes are paid directly by our tenants to taxing authorities. For triple-net leasing arrangements in which the tenant remits payment for real estate taxes to us and we pay the taxing authority, we have included the associated revenue and expense in rental income and property operating expenses on the Consolidated Statements of Comprehensive Income. This reporting had no impact on our net income. For leases in which the Company is the lessee, primarily consisting of ground leases and various office and equipment leases, we recognized upon adoption a right of use asset of $509,386,000 which included the present value of minimum leases payments, existing above and/or below market lease intangible values and existing straight-line rent liabilities associated with such leases. We also recognized operating lease liabilities of $357,070,000 . The standard did not materially impact our Consolidated Statements of Comprehensive Income or our Consolidated Statement of Cash Flows. See Note 6 for additional details. The following ASU has been issued but not yet adopted: • |
Real Property Acquisitions and
Real Property Acquisitions and Development | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Real Property Acquisitions and Development | Real Property Acquisitions and Development The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets, liabilities and noncontrolling interests based upon their relative fair values in accordance with our accounting policies. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services and termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 103,743 $ 8,099 $ 132,154 $ 243,996 $ 47,865 $ 1,691 $ 7,369 $ 56,925 Buildings and improvements 1,109,966 96,244 1,198,608 2,404,818 535,921 — 42,673 578,594 Acquired lease intangibles 58,773 — 85,492 144,265 68,084 — 5,852 73,936 Construction in progress 36,174 — — 36,174 — — — — Right of use assets, net — — 56,073 56,073 — — — — Receivables and other assets 4,560 — 376 4,936 1,255 — 1 1,256 Total assets acquired (1) 1,313,216 104,343 1,472,703 2,890,262 653,125 1,691 55,895 710,711 Secured debt (43,209 ) — — (43,209 ) (89,973 ) — — (89,973 ) Lease liabilities — — (45,287 ) (45,287 ) — — — — Accrued expenses and other liabilities (8,677 ) — (22,506 ) (31,183 ) (14,686 ) (6 ) (632 ) (15,324 ) Total liabilities acquired (51,886 ) — (67,793 ) (119,679 ) (104,659 ) (6 ) (632 ) (105,297 ) Noncontrolling interests (38,830 ) (1,056 ) — (39,886 ) (9,818 ) — — (9,818 ) Non-cash acquisition related activity (2) (11,889 ) — — (11,889 ) — — — — Cash disbursed for acquisitions 1,210,611 103,287 1,404,910 2,718,808 538,648 1,685 55,263 595,596 Construction in progress additions 110,761 24,066 26,587 161,414 20,704 38,238 11,319 70,261 Less: Capitalized interest (3,560 ) (908 ) (1,788 ) (6,256 ) (1,783 ) (1,432 ) (1,221 ) (4,436 ) Foreign currency translation 141 65 — 206 1,176 132 — 1,308 Accruals (3) — — 45 45 — — (4,155 ) (4,155 ) Cash disbursed for construction in progress 107,342 23,223 24,844 155,409 20,097 36,938 5,943 62,978 Capital improvements to existing properties 97,867 7,423 18,886 124,176 76,237 8,569 26,526 111,332 Total cash invested in real property, net of cash acquired $ 1,415,820 $ 133,933 $ 1,448,640 $ 2,998,393 $ 634,982 $ 47,192 $ 87,732 $ 769,906 (1) Excludes $ 1,910,000 and $ 4,392,000 of unrestricted and restricted cash acquired during the six months ended June 30, 2019 and 2018 , respectively. (2) Relates to the acquisition of assets previously recognized as investments in unconsolidated entities. (3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. Construction Activity The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Development projects: Seniors Housing Operating $ 28,117 $ 37,215 Triple-net — 59,188 Outpatient Medical — 11,358 Total construction in progress conversions $ 28,117 $ 107,761 |
Real Estate Intangibles
Real Estate Intangibles | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Real Estate Intangibles | Real Estate Intangibles The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands): June 30, 2019 December 31, 2018 Assets: In place lease intangibles $ 1,473,060 $ 1,410,725 Above market tenant leases 69,656 63,935 Below market ground leases (1) — 64,513 Lease commissions 46,422 41,986 Gross historical cost 1,589,138 1,581,159 Accumulated amortization (1,163,936 ) (1,197,336 ) Net book value $ 425,202 $ 383,823 Weighted-average amortization period in years 8.6 16.0 Liabilities: Below market tenant leases $ 94,082 $ 81,676 Above market ground leases (1) — 8,540 Gross historical cost 94,082 90,216 Accumulated amortization (45,147 ) (44,266 ) Net book value $ 48,935 $ 45,950 Weighted-average amortization period in years 8.2 14.7 (1) Effective on January 1, 2019 with the adoption of ASC 842, above and below market ground lease intangibles are reported within the right of use assets, net line on the Consolidated Balance Sheet. The following is a summary of real estate intangible amortization for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Rental income related to (above)/below market tenant leases, net $ 73 $ (333 ) $ (82 ) $ (684 ) Amortization related to in place lease intangibles and lease commissions (28,518 ) (33,763 ) (53,423 ) (66,024 ) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2019 $ 84,909 $ 4,777 2020 101,374 8,835 2021 51,215 7,865 2022 34,495 7,130 2023 28,361 4,989 Thereafter 124,848 15,339 Total $ 425,202 $ 48,935 |
Dispositions and Assets Held fo
Dispositions and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Assets Held for Sale | Dispositions and Assets Held for Sale We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). At June 30, 2019 , 55 Seniors Housing Operating, 30 Triple-net, and four Outpatient Medical properties with an aggregate real estate balance of $ 1,704,206,000 were classified as held for sale. In addition, secured debt of $ 37,429,000 and net other assets and liabilities of $ 58,816,000 related to the held for sale properties. During the six months ended June 30, 2019 , we recorded net impairment charges of $9,939,000 on certain held for sale properties for which the carrying value exceeded the fair values, less estimated costs to sell, if applicable. The following is a summary of our real property disposition activity for the periods presented (in thousands): Six Months Ended June 30, 2019 2018 Real estate dispositions: Seniors Housing Operating $ 8,726 $ 2,200 Triple-net 442,865 367,978 Outpatient Medical — 223,069 Total dispositions 451,591 593,247 Gain (loss) on real estate dispositions, net 165,727 348,939 Net other assets/liabilities disposed (498 ) 5,032 Proceeds from real estate dispositions $ 616,820 $ 947,218 Dispositions and Assets Held for Sale Pursuant to our adoption of ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, operating results attributable to properties sold subsequent to or classified as held for sale after January 1, 2014 and which do not meet the definition of discontinued operations are no longer reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues: Total revenues $ 112,694 $ 121,079 $ 228,441 $ 249,639 Expenses: Interest expense 479 579 983 1,200 Property operating expenses 70,244 74,213 146,260 150,120 Provision for depreciation 12,520 18,431 24,897 38,275 Total expenses 83,243 93,223 172,140 189,595 Income (loss) from real estate dispositions, net $ 29,451 $ 27,856 $ 56,301 $ 60,044 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we use our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years , as well as other longer-term market rates). For leases that commenced prior to January 1, 2019 , we used the incremental borrowing rate on December 31, 2018 . We sublease certain real estate to a third party. Our sublease portfolio consists of a finance lease with Genesis HealthCare for seven buildings. The components of lease expense were as follows for the period presented (in thousands): Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 7,267 $ 14,679 Non-real estate lease expense General and administrative expenses 408 770 Finance lease cost: Amortization of leased assets Property operating expenses 2,153 4,245 Interest on lease liabilities Interest expense 1,166 2,169 Sublease income Rental income (1,043 ) (2,087 ) Total $ 9,951 $ 19,776 (1) Includes short-term leases which are immaterial. Maturities of lease liabilities as of June 30, 2019 are as follows (in thousands): Operating Leases Finance Leases 2019 $ 9,809 $ 4,488 2020 19,625 8,821 2021 19,558 8,485 2022 18,627 7,852 2023 18,707 68,967 Thereafter 1,595,101 86,081 Total lease payments 1,681,427 184,694 Less: Imputed interest (1,321,129 ) (75,963 ) Total present value of lease liabilities $ 360,298 $ 108,731 Supplemental balance sheet information related to leases was as follows for the date indicated (in thousands, except lease terms and discount rate): Classification June 30, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 386,061 Finance leases Right of use assets, net 164,281 Real estate right of use assets, net 550,342 Operating leases - corporate Receivables and other assets 5,055 Total right of use assets, net $ 555,397 Lease liabilities: Operating leases $ 360,298 Financing leases 108,731 Total $ 469,029 Weighted average remaining lease term (years): Operating leases 50.0 Finance leases 15.8 Weighted average discount rate: Operating leases 5.21 % Finance leases 5.17 % Supplemental cash flow information related to leases was as follows for the date indicated (in thousands): Classification Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Decrease (increase) in receivables and other assets $ 4,627 Operating cash flows from finance leases Decrease (increase) in receivables and other assets 3,916 Financing cash flows from finance leases Other financing activities (1,638 ) Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our outpatient medical portfolio typically include some form of operating expense reimbursement by the tenant. We recognized $766,670,000 of rental and other revenues related to operating lease payments, of which $ 94,017,000 was for variable lease payments for the six months ended June 30, 2019 , which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. The following table sets forth the undiscounted cash flows for future minimum lease payments receivable for leases in effect at June 30, 2019 (excluding properties in our Seniors Housing Operating partnerships and excluding any operating expense reimbursements) (in thousands): 2019 $ 925,026 2020 1,380,111 2021 1,346,698 2022 1,237,904 2023 1,255,408 Thereafter 9,745,880 Totals $ 15,891,027 |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we use our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years , as well as other longer-term market rates). For leases that commenced prior to January 1, 2019 , we used the incremental borrowing rate on December 31, 2018 . We sublease certain real estate to a third party. Our sublease portfolio consists of a finance lease with Genesis HealthCare for seven buildings. The components of lease expense were as follows for the period presented (in thousands): Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 7,267 $ 14,679 Non-real estate lease expense General and administrative expenses 408 770 Finance lease cost: Amortization of leased assets Property operating expenses 2,153 4,245 Interest on lease liabilities Interest expense 1,166 2,169 Sublease income Rental income (1,043 ) (2,087 ) Total $ 9,951 $ 19,776 (1) Includes short-term leases which are immaterial. Maturities of lease liabilities as of June 30, 2019 are as follows (in thousands): Operating Leases Finance Leases 2019 $ 9,809 $ 4,488 2020 19,625 8,821 2021 19,558 8,485 2022 18,627 7,852 2023 18,707 68,967 Thereafter 1,595,101 86,081 Total lease payments 1,681,427 184,694 Less: Imputed interest (1,321,129 ) (75,963 ) Total present value of lease liabilities $ 360,298 $ 108,731 Supplemental balance sheet information related to leases was as follows for the date indicated (in thousands, except lease terms and discount rate): Classification June 30, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 386,061 Finance leases Right of use assets, net 164,281 Real estate right of use assets, net 550,342 Operating leases - corporate Receivables and other assets 5,055 Total right of use assets, net $ 555,397 Lease liabilities: Operating leases $ 360,298 Financing leases 108,731 Total $ 469,029 Weighted average remaining lease term (years): Operating leases 50.0 Finance leases 15.8 Weighted average discount rate: Operating leases 5.21 % Finance leases 5.17 % Supplemental cash flow information related to leases was as follows for the date indicated (in thousands): Classification Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Decrease (increase) in receivables and other assets $ 4,627 Operating cash flows from finance leases Decrease (increase) in receivables and other assets 3,916 Financing cash flows from finance leases Other financing activities (1,638 ) Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our outpatient medical portfolio typically include some form of operating expense reimbursement by the tenant. We recognized $766,670,000 of rental and other revenues related to operating lease payments, of which $ 94,017,000 was for variable lease payments for the six months ended June 30, 2019 , which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. The following table sets forth the undiscounted cash flows for future minimum lease payments receivable for leases in effect at June 30, 2019 (excluding properties in our Seniors Housing Operating partnerships and excluding any operating expense reimbursements) (in thousands): 2019 $ 925,026 2020 1,380,111 2021 1,346,698 2022 1,237,904 2023 1,255,408 Thereafter 9,745,880 Totals $ 15,891,027 |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide a rate implicit in the lease agreement, we use our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years , as well as other longer-term market rates). For leases that commenced prior to January 1, 2019 , we used the incremental borrowing rate on December 31, 2018 . We sublease certain real estate to a third party. Our sublease portfolio consists of a finance lease with Genesis HealthCare for seven buildings. The components of lease expense were as follows for the period presented (in thousands): Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 7,267 $ 14,679 Non-real estate lease expense General and administrative expenses 408 770 Finance lease cost: Amortization of leased assets Property operating expenses 2,153 4,245 Interest on lease liabilities Interest expense 1,166 2,169 Sublease income Rental income (1,043 ) (2,087 ) Total $ 9,951 $ 19,776 (1) Includes short-term leases which are immaterial. Maturities of lease liabilities as of June 30, 2019 are as follows (in thousands): Operating Leases Finance Leases 2019 $ 9,809 $ 4,488 2020 19,625 8,821 2021 19,558 8,485 2022 18,627 7,852 2023 18,707 68,967 Thereafter 1,595,101 86,081 Total lease payments 1,681,427 184,694 Less: Imputed interest (1,321,129 ) (75,963 ) Total present value of lease liabilities $ 360,298 $ 108,731 Supplemental balance sheet information related to leases was as follows for the date indicated (in thousands, except lease terms and discount rate): Classification June 30, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 386,061 Finance leases Right of use assets, net 164,281 Real estate right of use assets, net 550,342 Operating leases - corporate Receivables and other assets 5,055 Total right of use assets, net $ 555,397 Lease liabilities: Operating leases $ 360,298 Financing leases 108,731 Total $ 469,029 Weighted average remaining lease term (years): Operating leases 50.0 Finance leases 15.8 Weighted average discount rate: Operating leases 5.21 % Finance leases 5.17 % Supplemental cash flow information related to leases was as follows for the date indicated (in thousands): Classification Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Decrease (increase) in receivables and other assets $ 4,627 Operating cash flows from finance leases Decrease (increase) in receivables and other assets 3,916 Financing cash flows from finance leases Other financing activities (1,638 ) Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our outpatient medical portfolio typically include some form of operating expense reimbursement by the tenant. We recognized $766,670,000 of rental and other revenues related to operating lease payments, of which $ 94,017,000 was for variable lease payments for the six months ended June 30, 2019 , which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. The following table sets forth the undiscounted cash flows for future minimum lease payments receivable for leases in effect at June 30, 2019 (excluding properties in our Seniors Housing Operating partnerships and excluding any operating expense reimbursements) (in thousands): 2019 $ 925,026 2020 1,380,111 2021 1,346,698 2022 1,237,904 2023 1,255,408 Thereafter 9,745,880 Totals $ 15,891,027 |
Real Estate Loans Receivable
Real Estate Loans Receivable | 6 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Real Estate Loans Receivable | Real Estate Loans Receivable Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for discussion of our accounting policies for real estate loans receivable and related interest income. The following is a summary of our net real estate loans receivable (in thousands): June 30, 2019 December 31, 2018 Mortgage loans $ 332,770 $ 317,443 Other real estate loans 104,596 81,268 Less allowance for losses on loans receivable (68,372 ) (68,372 ) Totals $ 368,994 $ 330,339 The following is a summary of our real estate loan activity for the periods presented (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Advances on real estate loans receivable: Investments in new loans $ 25,000 $ 5,000 $ 30,000 $ 11,806 $ 8,281 $ 7,022 $ 27,109 Draws on existing loans 20,051 12,884 32,935 — 21,182 — 21,182 Net cash advances on real estate loans 45,051 17,884 62,935 11,806 29,463 7,022 48,291 Receipts on real estate loans receivable: Loan payoffs 4,384 — 4,384 — 58,557 — 58,557 Principal payments on loans 2,456 — 2,456 — 32,870 — 32,870 Net cash receipts on real estate loans 6,840 — 6,840 — 91,427 — 91,427 Net cash advances (receipts) on real estate loans $ 38,211 $ 17,884 $ 56,095 $ 11,806 $ (61,964 ) $ 7,022 $ (43,136 ) In 2016, we restructured real estate loans with Genesis HealthCare and recorded a loan loss charge in the amount of $ 6,935,000 on one of the loans as the present value of expected future cash flows was less than the carrying value of the loan. In 2017, we recorded an additional loan loss charge of $ 62,966,000 relating to real estate loans with Genesis HealthCare based on an estimation of expected future cash flows discounted at the effective interest rate of the loans. In March 2019, we recognized a provision for loan losses of $18,690,000 to fully reserve for certain Triple-net real estate loans receivable that were no longer deemed collectible. During the quarter ended June 30, 2019 , these loans were written off. As of June 30, 2019 , the allowance for loan loss balance of $ 68,372,000 is deemed to be sufficient to absorb expected losses. At June 30, 2019 , we had one real estate loan with an outstanding balance of $2,534,000 on non-accrual status. The following is a summary of our impaired loans (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Balance of impaired loans at end of period $ 188,068 $ 214,871 Allowance for loan losses 68,372 68,372 Balance of impaired loans not reserved $ 119,696 $ 146,499 Average impaired loans for the period $ 197,426 $ 252,172 Interest recognized on impaired loans (1) 7,964 8,847 (1) Represents cash interest recognized in the period since loans were identified as impaired. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for these entities have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) June 30, 2019 December 31, 2018 Seniors Housing Operating 10% to 50% $ 379,886 $ 344,982 Triple-net 10% to 49% 9,459 34,284 Outpatient Medical 43% to 50% 130,042 103,648 Total $ 519,387 $ 482,914 (1) Excludes ownership of in-substance real estate. At June 30, 2019 , the aggregate unamortized basis difference of our joint venture investments of $ 101,571,000 is primarily attributable to the difference between the amount for which we purchase our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities. |
Credit Concentration
Credit Concentration | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Credit Concentration | Credit Concentration We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the six months ended June 30, 2019 , excluding our share of NOI in unconsolidated entities (dollars in thousands): Number of Total Percent of Concentration by relationship: (1) Properties NOI NOI (2) Sunrise Senior Living (3) 165 $ 174,422 14% ProMedica 218 107,541 9% Revera (3) 98 72,928 6% Genesis HealthCare 60 60,984 5% Benchmark Senior Living (4) 48 55,530 5% Remaining portfolio 1,009 749,012 61% Totals 1,598 $ 1,220,417 100% (1) Genesis Healthcare and ProMedica are in our Triple-net segment. Sunrise Senior Living and Revera are in our Seniors Housing Operating segment. Benchmark Senior Living is in both our Triple-net and Seniors Housing Operating segments. (2) NOI with our top five relationships comprised 38% of total NOI for the year ended December 31, 2018 . (3) Revera owns a controlling interest in Sunrise Senior Living. (4) Please see Note 21 for additional information. |
Borrowings Under Credit Facilit
Borrowings Under Credit Facilities and Commercial Paper Program | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facilities and Commercial Paper Program | Borrowings Under Credit Facilities and Commercial Paper Program At June 30, 2019 , we had a primary unsecured credit facility with a consortium of 31 banks that includes a $ 3,000,000,000 unsecured revolving credit facility ( $935,000,000 outstanding at June 30, 2019 ), a $ 500,000,000 unsecured term credit facility and a $ 250,000,000 Canadian-denominated unsecured term credit facility. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $ 500,000,000 unsecured term credit facility by up to an additional $ 1,000,000,000 , in the aggregate, and the $ 250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $ 250,000,000 . The primary unsecured credit facility also allows us to borrow up to $ 1,000,000,000 in alternate currencies ( none outstanding at June 30, 2019 ). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate ( 3.22% at June 30, 2019). The applicable margin is based on our debt ratings and was 0.825% at June 30, 2019 . In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15% at June 30, 2019 . The term credit facilities mature on July 19, 2023 . The revolving credit facility is scheduled to mature on July 19, 2022 and can be extended for two successive terms of six months each at our option. In January 2019, we established an unsecured commercial paper program (the "Commercial Paper Program"). Under the terms of the program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $1,000,000,000 . As of June 30, 2019 , there was a balance of $934,188,000 outstanding on the Commercial Paper Program ( $935,000,000 in principal outstanding net of an unamortized discount of $812,000 ), which reduces the borrowing capacity on the unsecured revolving credit facility. The notes bear interest at various floating rates with a weighted average of 2.70% as of June 30, 2019 and a weighted average maturity of 31 days as of June 30, 2019 . The following information relates to aggregate borrowings under the unsecured revolving credit facility and Commercial Paper Program for the periods presented (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Balance outstanding at quarter end $ 1,870,000 $ 540,000 $ 1,870,000 $ 540,000 Maximum amount outstanding at any month end $ 2,880,000 $ 685,000 $ 2,880,000 $ 865,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 1,807,631 $ 562,747 $ 1,301,883 $ 463,978 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 3.08 % 3.04 % 3.11 % 2.91 % |
Senior Unsecured Notes and Secu
Senior Unsecured Notes and Secured Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Senior Unsecured Notes and Secured Debt | Senior Unsecured Notes and Secured Debt We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At June 30, 2019 , the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2019 $ — $ 312,291 $ 312,291 2020 (4) 1,236,665 144,518 1,381,183 2021 450,000 383,425 833,425 2022 600,000 352,410 952,410 2023 (5,6) 1,790,971 330,498 2,121,469 Thereafter (7,8) 6,633,920 1,166,840 7,800,760 Totals $ 10,711,556 $ 2,689,982 $ 13,401,538 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheet. (2) Annual interest rates range from 2.86% to 6.50% . (3) Annual interest rates range from 1.69% to 12.00% . Carrying value of the properties securing the debt totaled $5,991,142,000 at June 30, 2019 . (4) Includes a $300,000,000 Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $229,165,000 based on the Canadian/U.S. Dollar exchange rate on June 30, 2019 ) and a $1,000,000,000 unsecured term loan facility that matures on May 28, 2020 which was put in place to bridge the acquisition of the CNL Healthcare Properties portfolio. The unsecured term loan facility was subsequently extinguished in July 2019 with proceeds from the disposition of the Benchmark Senior Living portfolio. (5) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $190,971,000 based on the Canadian/U.S. Dollar exchange rate on June 30, 2019 ). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% ( 2.86% at June 30, 2019 ). (6) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% ( 3.29% at June 30, 2019 ). (7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $698,720,000 based on the Sterling/U.S. Dollar exchange rate in effect on June 30, 2019 ). (8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $635,200,000 based on the Sterling/U.S. Dollar exchange rate in effect on June 30, 2019 ). The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Six Months Ended June 30, 2019 June 30, 2018 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 9,699,984 4.48% $ 8,417,447 4.31% Debt issued 2,050,000 3.58% 550,000 4.25% Debt extinguished (1,050,000 ) 4.98% (450,000 ) 2.25% Foreign currency 11,572 3.52% (55,693 ) 4.02% Ending balance $ 10,711,556 4.24% $ 8,461,754 4.46% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Six Months Ended June 30, 2019 June 30, 2018 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,485,711 3.90% $ 2,618,408 3.76% Debt issued 295,969 3.52% 44,606 3.38% Debt assumed 42,000 4.62% 85,192 4.40% Debt extinguished (151,473 ) 4.42% (196,573 ) 5.66% Principal payments (27,227 ) 3.74% (28,385 ) 3.91% Foreign currency 45,002 3.37% (61,170 ) 3.33% Ending balance $ 2,689,982 3.84% $ 2,462,078 3.76% Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of June 30, 2019 , we were in compliance with all of the covenants under our debt agreements. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contacts, interest rate swaps, interest rate locks, and debt issued in foreign currencies to offset a portion of these risks. Foreign Currency Forward Contracts Designated as Cash Flow Hedges For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is deferred as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings. Cash Flow Hedges of Interest Rate Risk We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements were used to hedge the variable cash flows associated with variable-rate debt. Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into income over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately reclassified to the consolidated statements of income. Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI. During the six months ended June 30, 2019 and 2018, we settled certain net investment hedges generating cash proceeds of $ 6,716,000 and necessitating cash payments of $ 27,774,000 , respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated. Derivative Contracts Undesignated We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures. In addition, we have several interest rate cap contracts related to variable rate secured debt agreements. Gains and losses resulting from the changes in fair values of these instruments are also recorded in interest expense. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): June 30, 2019 December 31, 2018 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 500,000 $ 575,000 Denominated in Pounds Sterling £ 1,340,708 £ 890,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pounds Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 1,188,250 $ — Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 405,819 $ 405,819 Forward purchase contracts denominated in Canadian Dollars $ (217,500 ) $ (325,000 ) Forward sales contracts denominated in Canadian Dollars $ 280,000 $ 405,000 Forward purchase contracts denominated in Pounds Sterling £ (125,000 ) £ (350,000 ) Forward sales contracts denominated in Pounds Sterling £ 125,000 £ 350,000 (1) At June 30, 2019 the maximum maturity date was July 15, 2021. The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, Location 2019 2018 2019 2018 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 7,134 $ 4,091 $ 12,467 $ 3,822 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (1,128 ) $ 734 $ (2,666 ) $ 2,453 Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI OCI $ 100,407 $ 150,703 $ 12,725 $ 88,005 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At June 30, 2019 , we had 14 outstanding letter of credit obligations totaling $ 48,111,000 and expiring between 2019 and 2024 . At June 30, 2019 , we had outstanding construction in progress of $ 363,160,000 and were committed to providing additional funds of approximately $ 483,210,000 to complete construction. Purchase obligations include contingent purchase obligations totaling $ 8,476,000 . These contingent purchase obligations relate to unfunded capital improvement obligations and contingent obligations on acquisitions. Rents due from the tenant are increased to reflect the additional investment in the property. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: June 30, 2019 December 31, 2018 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares — 14,375,000 Outstanding shares — 14,369,965 Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 406,497,122 384,849,236 Outstanding shares 405,254,113 383,674,603 Preferred Stock The following is a summary of our preferred stock activity during the periods indicated: Six Months Ended June 30, 2019 June 30, 2018 Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Beginning balance 14,369,965 6.50% 14,370,060 6.50% Shares converted (14,369,965 ) 6.50% (95 ) 6.50% Ending balance — —% 14,369,965 6.50% During the six months ended June 30, 2019 , we converted all of the outstanding Series I Preferred Stock. Each share was converted into 0.8857 shares of common stock. Common Stock In February 2019, we entered into separate amended and restated equity distribution agreements whereby we can offer and sell up to $1,500,000,000 aggregate amount of our common stock ("Equity Shelf Program"). The Equity Shelf Program also allows us to enter into forward sale agreements. As of June 30, 2019 , we had $ 1,360,820,000 of remaining capacity under the Equity Shelf Program, which excludes forward sales agreements outstanding for the sale of 2,194,575 shares with maturity dates in the fourth quarter. We expect to physically settle the forward sales for cash proceeds. The following is a summary of our common stock issuances during the six months ended June 30, 2019 and 2018 (dollars in thousands, except average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2018 Dividend reinvestment plan issuances 182,910 $55.40 $ 10,133 $ 10,133 2018 Option exercises 1,026 53.61 55 55 2018 Preferred stock conversions 83 — — 2018 Stock incentive plans, net of forfeitures 114,037 — — 2018 Totals 298,056 $ 10,188 $ 10,188 2019 Dividend reinvestment plan issuances 4,304,712 $75.20 $ 323,724 $ 320,243 2019 Option exercises 10,736 51.32 551 551 2019 Equity Shelf Program issuances 4,384,045 74.97 328,665 326,362 2019 Preferred stock conversions 12,712,452 — — 2019 Stock incentive plans, net of forfeitures 167,565 — — 2019 Totals 21,579,510 $ 652,940 $ 647,156 Dividends The increase in dividends is primarily attributable to increases in our common shares outstanding, offset by the conversion of the Series I Preferred Stock as described above. The following is a summary of our dividend payments (in thousands, except per share amounts): Six Months Ended June 30, 2019 June 30, 2018 Per Share Amount Per Share Amount Common Stock $ 1.7400 $ 698,437 $ 1.7400 $ 647,098 Series I Preferred Stock — — 1.6250 23,352 Totals $ 698,437 $ 670,450 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): June 30, 2019 December 31, 2018 Foreign currency translation $ (851,584 ) $ (868,006 ) Derivative instruments 751,502 738,777 Actuarial losses (540 ) (540 ) Total accumulated other comprehensive loss $ (100,622 ) $ (129,769 ) |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Our 2016 Long-Term Incentive Plan (“2016 Plan”) authorizes up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board of Directors. Our non-employee directors, officers and key employees are eligible to participate in the 2016 Plan. The 2016 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to five years . Options expire ten years from the date of grant. Stock-based compensation expense totaled $7,662,000 and $15,192,000 for the three and six months ended June 30, 2019 , respectfully, and $5,167,000 and $16,725,000 for the same periods in 2018 . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders $ 137,762 $ 154,432 $ 418,232 $ 592,103 Denominator for basic earnings per share - weighted average shares 404,607 371,640 398,073 371,552 Effect of dilutive securities: Employee stock options — 14 1 15 Non-vested restricted shares 955 325 911 523 Redeemable shares 1,096 1,096 1,096 1,096 Employee stock purchase program 15 — 15 — Dilutive potential common shares 2,066 1,435 2,023 1,634 Denominator for diluted earnings per share - adjusted weighted average shares 406,673 373,075 400,096 373,186 Basic earnings per share $ 0.34 $ 0.42 $ 1.05 $ 1.59 Diluted earnings per share $ 0.34 $ 0.41 $ 1.05 $ 1.59 The Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the 2018 calculation as the effect of the conversions were anti-dilutive. As of June 30, 2019, forward sales agreements outstanding for the sale of 2,194,575 shares of common stock were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the period. |
Disclosure about Fair Value of
Disclosure about Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Disclosure about Fair Value of Financial Instruments | Disclosure about Fair Value of Financial Instruments U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities. The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information. The guidance describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. Mortgage Loans and Other Real Estate Loans Receivable — The fair value of mortgage loans and other real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value. Equity Securities — Equity securities are recorded at their fair value based on Level 1 publicly available trading prices. Unsecured Revolving Credit Facility and Commercial Paper Program — The carrying amount of the unsecured revolving credit facility and Commercial Paper Program approximates fair value because the borrowings are interest rate adjustable. Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable. Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable. Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2). Redeemable OP Unitholder Interests — Our redeemable unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances. The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): June 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 264,398 $ 274,116 $ 249,071 $ 257,337 Other real estate loans receivable 104,596 105,706 81,268 82,742 Equity securities 11,860 11,860 11,286 11,286 Cash and cash equivalents 268,666 268,666 215,376 215,376 Restricted cash 91,052 91,052 100,753 100,753 Foreign currency forward contracts, interest rate swaps and cross currency swaps 91,290 91,290 94,729 94,729 Financial liabilities: Unsecured revolving credit facility and commercial paper note program $ 1,869,188 $ 1,869,188 $ 1,147,000 $ 1,147,000 Senior unsecured notes 10,606,106 11,026,259 9,603,299 10,043,797 Secured debt 2,675,507 2,737,838 2,476,177 2,499,130 Foreign currency forward contracts, interest rate swaps and cross currency swaps 32,249 32,249 71,109 71,109 Redeemable OP unitholder interests $ 121,476 $ 121,476 $ 103,071 $ 103,071 Items Measured at Fair Value on a Recurring Basis The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of June 30, 2019 Total Level 1 Level 2 Level 3 Equity securities $ 11,860 $ 11,860 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 59,041 — 59,041 — Redeemable OP unitholder interests 121,476 — 121,476 — Totals $ 192,377 $ 11,860 $ 180,517 $ — (1) Please see Note 12 for additional information. Items Measured at Fair Value on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired/assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of real estate loans receivable) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our seniors housing operating properties include assisted living, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are owned and/or operated through RIDEA structures (see Note 19). Under the Triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our outpatient medical properties are typically leased to multiple tenants and generally require a certain level of property management by us. We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. Non-segment revenue consists mainly of interest income on certain non-real estate investments and other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 ). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. There are no intersegment sales or transfers. Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended June 30, 2019: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 914,085 $ — $ — $ — $ 914,085 Rental income — 222,362 163,224 — 385,586 Interest income — 17,118 238 — 17,356 Other income 1,444 1,278 (97 ) 454 3,079 Total revenues 915,529 240,758 163,365 454 1,320,106 Property operating expenses 637,317 12,823 50,987 — 701,127 Consolidated net operating income 278,212 227,935 112,378 454 618,979 Depreciation and amortization 136,551 56,056 55,445 — 248,052 Interest expense 17,572 3,225 3,386 117,153 141,336 General and administrative expenses — — — 33,741 33,741 Loss (gain) on derivatives and financial instruments, net — 1,913 — — 1,913 Impairment of assets — (940 ) 10,879 — 9,939 Other expenses 11,857 5,560 (4 ) 4,215 21,628 Income (loss) from continuing operations before income taxes and other items 112,232 162,121 42,672 (154,655 ) 162,370 Income tax (expense) benefit 375 (1,361 ) (586 ) (27 ) (1,599 ) (Loss) income from unconsolidated entities (17,453 ) 6,578 1,826 — (9,049 ) Gain (loss) on real estate dispositions, net (550 ) (1,130 ) (2 ) — (1,682 ) Income (loss) from continuing operations 94,604 166,208 43,910 (154,682 ) 150,040 Net income (loss) $ 94,604 $ 166,208 $ 43,910 $ (154,682 ) $ 150,040 Total assets $ 16,440,104 $ 9,494,388 $ 7,004,561 $ 209,644 $ 33,148,697 Three Months Ended June 30, 2018: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 763,345 $ — $ — $ — $ 763,345 Rental income — 197,961 135,640 — 333,601 Interest income 172 13,247 43 — 13,462 Other income 1,650 13,212 144 498 15,504 Total revenues 765,167 224,420 135,827 498 1,125,912 Property operating expenses 525,662 136 42,953 — 568,751 Consolidated net operating income 239,505 224,284 92,874 498 557,161 Depreciation and amortization 134,779 55,309 46,187 — 236,275 Interest expense 16,971 3,800 1,656 98,989 121,416 General and administrative expenses — — — 32,831 32,831 Loss (gain) on derivatives and financial instruments, net — (7,460 ) — — (7,460 ) Loss (gain) on extinguishment of debt, net 299 — — — 299 Impairment of assets 2,212 2,420 — — 4,632 Other expenses 6,167 957 2,095 839 10,058 Income (loss) from continuing operations before income taxes and other items 79,077 169,258 42,936 (132,161 ) 159,110 Income tax (expense) benefit (2,617 ) (688 ) (378 ) (158 ) (3,841 ) (Loss) income from unconsolidated entities (5,204 ) 5,062 1,391 — 1,249 Gain (loss) on real estate dispositions, net (1 ) 10,759 (3 ) — 10,755 Income (loss) from continuing operations 71,255 184,391 43,946 (132,319 ) 167,273 Net income (loss) $ 71,255 $ 184,391 $ 43,946 $ (132,319 ) $ 167,273 Six Months Ended June 30, 2019 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,782,370 $ — $ — $ — $ 1,782,370 Rental income — 454,394 312,276 — 766,670 Interest income — 32,064 411 — 32,475 Other income 5,545 2,541 139 2,611 10,836 Total revenues 1,787,915 488,999 312,826 2,611 2,592,351 Property operating expenses 1,245,003 27,778 99,153 — 1,371,934 Consolidated net operating income 542,912 461,221 213,673 2,611 1,220,417 Depreciation and amortization 268,126 117,404 106,454 — 491,984 Interest expense 35,823 6,665 6,734 237,346 286,568 General and administrative expenses — — — 69,023 69,023 Loss (gain) on derivatives and financial instruments, net — (574 ) — — (574 ) Loss (gain) on extinguishment of debt, net — — — 15,719 15,719 Provision for loan losses — 18,690 — — 18,690 Impairment of assets — (940 ) 10,879 — 9,939 Other expenses 14,803 8,589 750 6,242 30,384 Income (loss) from continuing operations before income taxes and other items 224,160 311,387 88,856 (325,719 ) 298,684 Income tax (expense) benefit (244 ) (2,312 ) (951 ) (314 ) (3,821 ) (Loss) income from unconsolidated entities (34,033 ) 12,236 3,549 — (18,248 ) Gain (loss) on real estate dispositions, net (710 ) 166,444 (7 ) — 165,727 Income (loss) from continuing operations 189,173 487,755 91,447 (326,033 ) 442,342 Net income (loss) $ 189,173 $ 487,755 $ 91,447 $ (326,033 ) $ 442,342 Six Months Ended June 30, 2018 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,499,279 $ — $ — $ — $ 1,499,279 Rental income — 404,792 272,178 — 676,970 Interest income 257 27,798 55 — 28,110 Other income 2,798 14,589 265 866 18,518 Total revenues 1,502,334 447,179 272,498 866 2,222,877 Property operating expenses 1,037,603 157 87,456 — 1,125,216 Consolidated net operating income 464,731 447,022 185,042 866 1,097,661 Depreciation and amortization 260,548 111,341 92,587 — 464,476 Interest expense 33,906 7,242 3,332 199,711 244,191 General and administrative expenses — — — 66,536 66,536 Loss (gain) on derivatives and financial instruments, net — (14,633 ) — — (14,633 ) Loss (gain) on extinguishment of debt, net 110 (32 ) 11,928 — 12,006 Impairment of assets 4,513 28,304 — — 32,817 Other expenses 5,979 2,077 2,693 3,021 13,770 Income (loss) from continuing operations before income taxes and other items 159,675 312,723 74,502 (268,402 ) 278,498 Income tax (expense) benefit (2,455 ) (1,824 ) (806 ) (344 ) (5,429 ) (Loss) income from unconsolidated entities (14,684 ) 10,883 2,621 — (1,180 ) Gain (loss) on real estate dispositions, net 4 134,156 214,779 — 348,939 Income (loss) from continuing operations 142,540 455,938 291,096 (268,746 ) 620,828 Net income (loss) $ 142,540 $ 455,938 $ 291,096 $ (268,746 ) $ 620,828 Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Revenues: Amount % Amount % Amount % Amount % United States $ 1,092,376 82.8 % $ 895,734 79.5 % $ 2,136,042 82.4 % $ 1,759,523 79.1 % United Kingdom 112,647 8.5 % 112,031 10.0 % 225,065 8.7 % 228,556 10.3 % Canada 115,083 8.7 % 118,147 10.5 % 231,244 8.9 % 234,798 10.6 % Total $ 1,320,106 100.0 % $ 1,125,912 100.0 % $ 2,592,351 100.0 % $ 2,222,877 100.0 % As of June 30, 2019 December 31, 2018 Assets: Amount % Amount % United States $ 27,496,270 82.9 % $ 24,884,292 82.0 % United Kingdom 3,173,654 9.6 % 3,078,994 10.1 % Canada 2,478,773 7.5 % 2,378,786 7.9 % Total $ 33,148,697 100.0 % $ 30,342,072 100.0 % |
Income Taxes and Distributions
Income Taxes and Distributions | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes And Distributions | Income Taxes and Distributions We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of current year taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes. Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. Income taxes reflected in the financial statements primarily represents U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The provision for income taxes for the six months ended June 30, 2019 and 2018 , was primarily due to operating income or losses, offset by certain discrete items at our TRS entities. In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and most of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. The company reflects current and deferred tax liabilities for any such withholding taxes incurred as a result of this holding company structure in its consolidated financial statements. Generally, given current statutes of limitations, we are subject to audit by the Internal Revenue Service for the year ended December 31, 2015 and subsequent years and by state taxing authorities for the year ended December 31, 2014 and subsequent years. The Company and its subsidiaries are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to our initial investments in Canada in May 2013, by HM Revenue & Customs for periods subsequent to our initial investments in the United Kingdom in August 2013. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities We have entered into joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be VIEs. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the joint venture and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Except for capital contributions associated with the initial joint venture formations, the joint ventures have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): June 30, 2019 December 31, 2018 Assets: Net real estate investments $ 966,417 $ 973,813 Cash and cash equivalents 22,491 18,678 Receivables and other assets 15,411 14,600 Total assets (1) $ 1,004,319 $ 1,007,091 Liabilities and equity: Secured debt $ 462,836 $ 465,433 Lease liabilities 1,326 — Accrued expenses and other liabilities 21,922 18,229 Total equity 518,235 523,429 Total liabilities and equity $ 1,004,319 $ 1,007,091 (1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Disposition of Benchmark Senior Living On July 16, 2019, we disposed of our Benchmark Senior Living portfolio for a $1.8 billion gross sale price. The portfolio consisted of 48 seniors housing operating properties located in New England. Proceeds were used to extinguish the $1 billion bridge loan (discussed in Note 11) and $24 million of secured debt. |
Accounting Policies and Relat_2
Accounting Policies and Related Matters (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2019 are not necessarily an indication of the results that may be expected for the year ending December 31, 2019. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 . |
New Accounting Standards | New Accounting Standards • We adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASC 842") which requires lessees to recognize assets and liabilities on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their consolidated statement of comprehensive income over the lease term. We adopted ASC 842 as of January 1, 2019, using the modified retrospective approach and have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, permits us to carry forward our prior conclusions for lease classification and initial direct costs on existing leases. We also made an accounting policy election to keep short-term leases less than twelve months off the balance sheet for all classes of underlying assets. In July 2018, the FASB issued ASU 2018-11 "Leases (Topic 842): Targeted Improvements" that (1) simplifies transition requirements for both lessees and lessors by adding an option that permits entities to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in its financial statements and (2) allows lessors to elect, as a practical expedient, to not separate lease and non-lease components in a contract, and instead to account for as a single lease component, if certain criteria are met. This practical expedient causes an entity to assess whether a contract is predominantly lease or service-based and recognize the entire contract under the relevant accounting guidance (i.e. predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under ASU 2014-09, "Revenue from Contracts with Customers (ASC 606)"). For the year ended December 31, 2018, we recognized revenue for our Seniors Housing Operating resident agreements in accordance with the provisions of the prior lease guidance, ASC 840, "Leases." Upon adoption of ASC 842, we elected the lessor practical expedient described above and recognized revenue for our Seniors Housing Operating segment based upon the predominant component, the non-lease service component. Therefore, beginning on January 1, 2019, we accounted for these resident agreements under ASC 606. The timing and pattern of revenue recognition is substantially the same as that prior to adoption. The FASB also issued ASU 2018-20 "Leases (Topic 842) - Narrow Improvements for Lessors," which provides lessors the ability to make an accounting policy election not to evaluate whether certain sales taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Upon adoption of ASC 842, we utilized this practical expedient in instances in which real estate taxes are paid directly by our tenants to taxing authorities. For triple-net leasing arrangements in which the tenant remits payment for real estate taxes to us and we pay the taxing authority, we have included the associated revenue and expense in rental income and property operating expenses on the Consolidated Statements of Comprehensive Income. This reporting had no impact on our net income. For leases in which the Company is the lessee, primarily consisting of ground leases and various office and equipment leases, we recognized upon adoption a right of use asset of $509,386,000 which included the present value of minimum leases payments, existing above and/or below market lease intangible values and existing straight-line rent liabilities associated with such leases. We also recognized operating lease liabilities of $357,070,000 . The standard did not materially impact our Consolidated Statements of Comprehensive Income or our Consolidated Statement of Cash Flows. See Note 6 for additional details. The following ASU has been issued but not yet adopted: • In 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). This standard requires a new forward-looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the new leases standard from the scope of the new credit losses standard. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements. |
Real Property Acquisitions an_2
Real Property Acquisitions and Development (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Real Estate [Abstract] | |
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 103,743 $ 8,099 $ 132,154 $ 243,996 $ 47,865 $ 1,691 $ 7,369 $ 56,925 Buildings and improvements 1,109,966 96,244 1,198,608 2,404,818 535,921 — 42,673 578,594 Acquired lease intangibles 58,773 — 85,492 144,265 68,084 — 5,852 73,936 Construction in progress 36,174 — — 36,174 — — — — Right of use assets, net — — 56,073 56,073 — — — — Receivables and other assets 4,560 — 376 4,936 1,255 — 1 1,256 Total assets acquired (1) 1,313,216 104,343 1,472,703 2,890,262 653,125 1,691 55,895 710,711 Secured debt (43,209 ) — — (43,209 ) (89,973 ) — — (89,973 ) Lease liabilities — — (45,287 ) (45,287 ) — — — — Accrued expenses and other liabilities (8,677 ) — (22,506 ) (31,183 ) (14,686 ) (6 ) (632 ) (15,324 ) Total liabilities acquired (51,886 ) — (67,793 ) (119,679 ) (104,659 ) (6 ) (632 ) (105,297 ) Noncontrolling interests (38,830 ) (1,056 ) — (39,886 ) (9,818 ) — — (9,818 ) Non-cash acquisition related activity (2) (11,889 ) — — (11,889 ) — — — — Cash disbursed for acquisitions 1,210,611 103,287 1,404,910 2,718,808 538,648 1,685 55,263 595,596 Construction in progress additions 110,761 24,066 26,587 161,414 20,704 38,238 11,319 70,261 Less: Capitalized interest (3,560 ) (908 ) (1,788 ) (6,256 ) (1,783 ) (1,432 ) (1,221 ) (4,436 ) Foreign currency translation 141 65 — 206 1,176 132 — 1,308 Accruals (3) — — 45 45 — — (4,155 ) (4,155 ) Cash disbursed for construction in progress 107,342 23,223 24,844 155,409 20,097 36,938 5,943 62,978 Capital improvements to existing properties 97,867 7,423 18,886 124,176 76,237 8,569 26,526 111,332 Total cash invested in real property, net of cash acquired $ 1,415,820 $ 133,933 $ 1,448,640 $ 2,998,393 $ 634,982 $ 47,192 $ 87,732 $ 769,906 (1) Excludes $ 1,910,000 and $ 4,392,000 of unrestricted and restricted cash acquired during the six months ended June 30, 2019 and 2018 , respectively. (2) Relates to the acquisition of assets previously recognized as investments in unconsolidated entities. (3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Development projects: Seniors Housing Operating $ 28,117 $ 37,215 Triple-net — 59,188 Outpatient Medical — 11,358 Total construction in progress conversions $ 28,117 $ 107,761 |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Real Estate Intangibles Excluding Those Classified as Held For Sale | The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands): June 30, 2019 December 31, 2018 Assets: In place lease intangibles $ 1,473,060 $ 1,410,725 Above market tenant leases 69,656 63,935 Below market ground leases (1) — 64,513 Lease commissions 46,422 41,986 Gross historical cost 1,589,138 1,581,159 Accumulated amortization (1,163,936 ) (1,197,336 ) Net book value $ 425,202 $ 383,823 Weighted-average amortization period in years 8.6 16.0 Liabilities: Below market tenant leases $ 94,082 $ 81,676 Above market ground leases (1) — 8,540 Gross historical cost 94,082 90,216 Accumulated amortization (45,147 ) (44,266 ) Net book value $ 48,935 $ 45,950 Weighted-average amortization period in years 8.2 14.7 (1) Effective on January 1, 2019 with the adoption of ASC 842, above and below market ground lease intangibles are reported within the right of use assets, net line on the Consolidated Balance Sheet. |
Summary of Real Estate Intangible Amortization | The following is a summary of real estate intangible amortization for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Rental income related to (above)/below market tenant leases, net $ 73 $ (333 ) $ (82 ) $ (684 ) Amortization related to in place lease intangibles and lease commissions (28,518 ) (33,763 ) (53,423 ) (66,024 ) |
Schedule of Future Estimated Aggregate Amortization of Intangible Assets and Liabilities | The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2019 $ 84,909 $ 4,777 2020 101,374 8,835 2021 51,215 7,865 2022 34,495 7,130 2023 28,361 4,989 Thereafter 124,848 15,339 Total $ 425,202 $ 48,935 |
Dispositions and Assets Held _2
Dispositions and Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Real Property Disposition Activity | The following is a summary of our real property disposition activity for the periods presented (in thousands): Six Months Ended June 30, 2019 2018 Real estate dispositions: Seniors Housing Operating $ 8,726 $ 2,200 Triple-net 442,865 367,978 Outpatient Medical — 223,069 Total dispositions 451,591 593,247 Gain (loss) on real estate dispositions, net 165,727 348,939 Net other assets/liabilities disposed (498 ) 5,032 Proceeds from real estate dispositions $ 616,820 $ 947,218 |
Dispositions and Assets Held for Sale | The following represents the activity related to these properties for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues: Total revenues $ 112,694 $ 121,079 $ 228,441 $ 249,639 Expenses: Interest expense 479 579 983 1,200 Property operating expenses 70,244 74,213 146,260 150,120 Provision for depreciation 12,520 18,431 24,897 38,275 Total expenses 83,243 93,223 172,140 189,595 Income (loss) from real estate dispositions, net $ 29,451 $ 27,856 $ 56,301 $ 60,044 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Expense, Lease Terms and Discount Rate, and Supplemental Cash Flow Information | The components of lease expense were as follows for the period presented (in thousands): Classification Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 7,267 $ 14,679 Non-real estate lease expense General and administrative expenses 408 770 Finance lease cost: Amortization of leased assets Property operating expenses 2,153 4,245 Interest on lease liabilities Interest expense 1,166 2,169 Sublease income Rental income (1,043 ) (2,087 ) Total $ 9,951 $ 19,776 Supplemental balance sheet information related to leases was as follows for the date indicated (in thousands, except lease terms and discount rate): Classification June 30, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 386,061 Finance leases Right of use assets, net 164,281 Real estate right of use assets, net 550,342 Operating leases - corporate Receivables and other assets 5,055 Total right of use assets, net $ 555,397 Lease liabilities: Operating leases $ 360,298 Financing leases 108,731 Total $ 469,029 Weighted average remaining lease term (years): Operating leases 50.0 Finance leases 15.8 Weighted average discount rate: Operating leases 5.21 % Finance leases 5.17 % Supplemental cash flow information related to leases was as follows for the date indicated (in thousands): Classification Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases Decrease (increase) in receivables and other assets $ 4,627 Operating cash flows from finance leases Decrease (increase) in receivables and other assets 3,916 Financing cash flows from finance leases Other financing activities (1,638 ) |
Maturities of Lease Liabilities, Operating Leases | Maturities of lease liabilities as of June 30, 2019 are as follows (in thousands): Operating Leases Finance Leases 2019 $ 9,809 $ 4,488 2020 19,625 8,821 2021 19,558 8,485 2022 18,627 7,852 2023 18,707 68,967 Thereafter 1,595,101 86,081 Total lease payments 1,681,427 184,694 Less: Imputed interest (1,321,129 ) (75,963 ) Total present value of lease liabilities $ 360,298 $ 108,731 |
Maturities of Lease Liabilities, Finance Leases | Maturities of lease liabilities as of June 30, 2019 are as follows (in thousands): Operating Leases Finance Leases 2019 $ 9,809 $ 4,488 2020 19,625 8,821 2021 19,558 8,485 2022 18,627 7,852 2023 18,707 68,967 Thereafter 1,595,101 86,081 Total lease payments 1,681,427 184,694 Less: Imputed interest (1,321,129 ) (75,963 ) Total present value of lease liabilities $ 360,298 $ 108,731 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows for the date indicated (in thousands, except lease terms and discount rate): Classification June 30, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 386,061 Finance leases Right of use assets, net 164,281 Real estate right of use assets, net 550,342 Operating leases - corporate Receivables and other assets 5,055 Total right of use assets, net $ 555,397 Lease liabilities: Operating leases $ 360,298 Financing leases 108,731 Total $ 469,029 Weighted average remaining lease term (years): Operating leases 50.0 Finance leases 15.8 Weighted average discount rate: Operating leases 5.21 % Finance leases 5.17 % |
Undiscounted Cash Flows for Future Minimum Lease Payments Receivable | The following table sets forth the undiscounted cash flows for future minimum lease payments receivable for leases in effect at June 30, 2019 (excluding properties in our Seniors Housing Operating partnerships and excluding any operating expense reimbursements) (in thousands): 2019 $ 925,026 2020 1,380,111 2021 1,346,698 2022 1,237,904 2023 1,255,408 Thereafter 9,745,880 Totals $ 15,891,027 |
Real Estate Loans Receivable (T
Real Estate Loans Receivable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Summary Of Real Estate Loans Receivable | The following is a summary of our net real estate loans receivable (in thousands): June 30, 2019 December 31, 2018 Mortgage loans $ 332,770 $ 317,443 Other real estate loans 104,596 81,268 Less allowance for losses on loans receivable (68,372 ) (68,372 ) Totals $ 368,994 $ 330,339 |
Summary of Real Estate Loan Activity | The following is a summary of our real estate loan activity for the periods presented (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Advances on real estate loans receivable: Investments in new loans $ 25,000 $ 5,000 $ 30,000 $ 11,806 $ 8,281 $ 7,022 $ 27,109 Draws on existing loans 20,051 12,884 32,935 — 21,182 — 21,182 Net cash advances on real estate loans 45,051 17,884 62,935 11,806 29,463 7,022 48,291 Receipts on real estate loans receivable: Loan payoffs 4,384 — 4,384 — 58,557 — 58,557 Principal payments on loans 2,456 — 2,456 — 32,870 — 32,870 Net cash receipts on real estate loans 6,840 — 6,840 — 91,427 — 91,427 Net cash advances (receipts) on real estate loans $ 38,211 $ 17,884 $ 56,095 $ 11,806 $ (61,964 ) $ 7,022 $ (43,136 ) |
Summary of Impaired Loans | The following is a summary of our impaired loans (in thousands): Six Months Ended June 30, 2019 June 30, 2018 Balance of impaired loans at end of period $ 188,068 $ 214,871 Allowance for loan losses 68,372 68,372 Balance of impaired loans not reserved $ 119,696 $ 146,499 Average impaired loans for the period $ 197,426 $ 252,172 Interest recognized on impaired loans (1) 7,964 8,847 (1) Represents cash interest recognized in the period since loans were identified as impaired. |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Investments in Unconsolidated Entities | The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) June 30, 2019 December 31, 2018 Seniors Housing Operating 10% to 50% $ 379,886 $ 344,982 Triple-net 10% to 49% 9,459 34,284 Outpatient Medical 43% to 50% 130,042 103,648 Total $ 519,387 $ 482,914 (1) Excludes ownership of in-substance real estate. |
Credit Concentration (Tables)
Credit Concentration (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Summary of Credit Concentration | The following table summarizes certain information about our credit concentration for the six months ended June 30, 2019 , excluding our share of NOI in unconsolidated entities (dollars in thousands): Number of Total Percent of Concentration by relationship: (1) Properties NOI NOI (2) Sunrise Senior Living (3) 165 $ 174,422 14% ProMedica 218 107,541 9% Revera (3) 98 72,928 6% Genesis HealthCare 60 60,984 5% Benchmark Senior Living (4) 48 55,530 5% Remaining portfolio 1,009 749,012 61% Totals 1,598 $ 1,220,417 100% (1) Genesis Healthcare and ProMedica are in our Triple-net segment. Sunrise Senior Living and Revera are in our Seniors Housing Operating segment. Benchmark Senior Living is in both our Triple-net and Seniors Housing Operating segments. (2) NOI with our top five relationships comprised 38% of total NOI for the year ended December 31, 2018 . (3) Revera owns a controlling interest in Sunrise Senior Living. (4) Please see Note 21 for additional information. |
Borrowings Under Credit Facil_2
Borrowings Under Credit Facilities and Commercial Paper Program (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Aggregate Borrowings Under Unsecured Revolving Credit Facility and Commercial Paper | The following information relates to aggregate borrowings under the unsecured revolving credit facility and Commercial Paper Program for the periods presented (dollars in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Balance outstanding at quarter end $ 1,870,000 $ 540,000 $ 1,870,000 $ 540,000 Maximum amount outstanding at any month end $ 2,880,000 $ 685,000 $ 2,880,000 $ 865,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 1,807,631 $ 562,747 $ 1,301,883 $ 463,978 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 3.08 % 3.04 % 3.11 % 2.91 % |
Senior Unsecured Notes and Se_2
Senior Unsecured Notes and Secured Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Annual Principal Payments Due on Debt Obligations | At June 30, 2019 , the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2019 $ — $ 312,291 $ 312,291 2020 (4) 1,236,665 144,518 1,381,183 2021 450,000 383,425 833,425 2022 600,000 352,410 952,410 2023 (5,6) 1,790,971 330,498 2,121,469 Thereafter (7,8) 6,633,920 1,166,840 7,800,760 Totals $ 10,711,556 $ 2,689,982 $ 13,401,538 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheet. (2) Annual interest rates range from 2.86% to 6.50% . (3) Annual interest rates range from 1.69% to 12.00% . Carrying value of the properties securing the debt totaled $5,991,142,000 at June 30, 2019 . (4) Includes a $300,000,000 Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $229,165,000 based on the Canadian/U.S. Dollar exchange rate on June 30, 2019 ) and a $1,000,000,000 unsecured term loan facility that matures on May 28, 2020 which was put in place to bridge the acquisition of the CNL Healthcare Properties portfolio. The unsecured term loan facility was subsequently extinguished in July 2019 with proceeds from the disposition of the Benchmark Senior Living portfolio. (5) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $190,971,000 based on the Canadian/U.S. Dollar exchange rate on June 30, 2019 ). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% ( 2.86% at June 30, 2019 ). (6) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% ( 3.29% at June 30, 2019 ). (7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $698,720,000 based on the Sterling/U.S. Dollar exchange rate in effect on June 30, 2019 ). (8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $635,200,000 based on the Sterling/U.S. Dollar exchange rate in effect on June 30, 2019 ). |
Summary of Principal Activity | The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Six Months Ended June 30, 2019 June 30, 2018 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 9,699,984 4.48% $ 8,417,447 4.31% Debt issued 2,050,000 3.58% 550,000 4.25% Debt extinguished (1,050,000 ) 4.98% (450,000 ) 2.25% Foreign currency 11,572 3.52% (55,693 ) 4.02% Ending balance $ 10,711,556 4.24% $ 8,461,754 4.46% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Six Months Ended June 30, 2019 June 30, 2018 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,485,711 3.90% $ 2,618,408 3.76% Debt issued 295,969 3.52% 44,606 3.38% Debt assumed 42,000 4.62% 85,192 4.40% Debt extinguished (151,473 ) 4.42% (196,573 ) 5.66% Principal payments (27,227 ) 3.74% (28,385 ) 3.91% Foreign currency 45,002 3.37% (61,170 ) 3.33% Ending balance $ 2,689,982 3.84% $ 2,462,078 3.76% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Amount of Derivatives and Other Financial Instruments | The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): June 30, 2019 December 31, 2018 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 500,000 $ 575,000 Denominated in Pounds Sterling £ 1,340,708 £ 890,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pounds Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 1,188,250 $ — Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 405,819 $ 405,819 Forward purchase contracts denominated in Canadian Dollars $ (217,500 ) $ (325,000 ) Forward sales contracts denominated in Canadian Dollars $ 280,000 $ 405,000 Forward purchase contracts denominated in Pounds Sterling £ (125,000 ) £ (350,000 ) Forward sales contracts denominated in Pounds Sterling £ 125,000 £ 350,000 (1) At June 30, 2019 the maximum maturity date was July 15, 2021. |
Impact of Derivative Instruments on the Consolidated Statements of Comprehensive Income | The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, Location 2019 2018 2019 2018 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 7,134 $ 4,091 $ 12,467 $ 3,822 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (1,128 ) $ 734 $ (2,666 ) $ 2,453 Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI OCI $ 100,407 $ 150,703 $ 12,725 $ 88,005 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of Stockholders' Equity Capital Accounts | The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: June 30, 2019 December 31, 2018 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares — 14,375,000 Outstanding shares — 14,369,965 Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 406,497,122 384,849,236 Outstanding shares 405,254,113 383,674,603 Six Months Ended June 30, 2019 June 30, 2018 Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Beginning balance 14,369,965 6.50% 14,370,060 6.50% Shares converted (14,369,965 ) 6.50% (95 ) 6.50% Ending balance — —% 14,369,965 6.50% The following is a summary of our common stock issuances during the six months ended June 30, 2019 and 2018 (dollars in thousands, except average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2018 Dividend reinvestment plan issuances 182,910 $55.40 $ 10,133 $ 10,133 2018 Option exercises 1,026 53.61 55 55 2018 Preferred stock conversions 83 — — 2018 Stock incentive plans, net of forfeitures 114,037 — — 2018 Totals 298,056 $ 10,188 $ 10,188 2019 Dividend reinvestment plan issuances 4,304,712 $75.20 $ 323,724 $ 320,243 2019 Option exercises 10,736 51.32 551 551 2019 Equity Shelf Program issuances 4,384,045 74.97 328,665 326,362 2019 Preferred stock conversions 12,712,452 — — 2019 Stock incentive plans, net of forfeitures 167,565 — — 2019 Totals 21,579,510 $ 652,940 $ 647,156 |
Summary of Dividend Payments | The following is a summary of our dividend payments (in thousands, except per share amounts): Six Months Ended June 30, 2019 June 30, 2018 Per Share Amount Per Share Amount Common Stock $ 1.7400 $ 698,437 $ 1.7400 $ 647,098 Series I Preferred Stock — — 1.6250 23,352 Totals $ 698,437 $ 670,450 |
Summary of Accumulated Other Comprehensive Income (Loss) | The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): June 30, 2019 December 31, 2018 Foreign currency translation $ (851,584 ) $ (868,006 ) Derivative instruments 751,502 738,777 Actuarial losses (540 ) (540 ) Total accumulated other comprehensive loss $ (100,622 ) $ (129,769 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders $ 137,762 $ 154,432 $ 418,232 $ 592,103 Denominator for basic earnings per share - weighted average shares 404,607 371,640 398,073 371,552 Effect of dilutive securities: Employee stock options — 14 1 15 Non-vested restricted shares 955 325 911 523 Redeemable shares 1,096 1,096 1,096 1,096 Employee stock purchase program 15 — 15 — Dilutive potential common shares 2,066 1,435 2,023 1,634 Denominator for diluted earnings per share - adjusted weighted average shares 406,673 373,075 400,096 373,186 Basic earnings per share $ 0.34 $ 0.42 $ 1.05 $ 1.59 Diluted earnings per share $ 0.34 $ 0.41 $ 1.05 $ 1.59 |
Disclosure about Fair Value o_2
Disclosure about Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Estimated Fair Values of Financial Instruments | The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): June 30, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 264,398 $ 274,116 $ 249,071 $ 257,337 Other real estate loans receivable 104,596 105,706 81,268 82,742 Equity securities 11,860 11,860 11,286 11,286 Cash and cash equivalents 268,666 268,666 215,376 215,376 Restricted cash 91,052 91,052 100,753 100,753 Foreign currency forward contracts, interest rate swaps and cross currency swaps 91,290 91,290 94,729 94,729 Financial liabilities: Unsecured revolving credit facility and commercial paper note program $ 1,869,188 $ 1,869,188 $ 1,147,000 $ 1,147,000 Senior unsecured notes 10,606,106 11,026,259 9,603,299 10,043,797 Secured debt 2,675,507 2,737,838 2,476,177 2,499,130 Foreign currency forward contracts, interest rate swaps and cross currency swaps 32,249 32,249 71,109 71,109 Redeemable OP unitholder interests $ 121,476 $ 121,476 $ 103,071 $ 103,071 |
Summary of Items Measured at Fair Value on a Recurring Basis | The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of June 30, 2019 Total Level 1 Level 2 Level 3 Equity securities $ 11,860 $ 11,860 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 59,041 — 59,041 — Redeemable OP unitholder interests 121,476 — 121,476 — Totals $ 192,377 $ 11,860 $ 180,517 $ — (1) Please see Note 12 for additional information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary Information for Reportable Segments | Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended June 30, 2019: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 914,085 $ — $ — $ — $ 914,085 Rental income — 222,362 163,224 — 385,586 Interest income — 17,118 238 — 17,356 Other income 1,444 1,278 (97 ) 454 3,079 Total revenues 915,529 240,758 163,365 454 1,320,106 Property operating expenses 637,317 12,823 50,987 — 701,127 Consolidated net operating income 278,212 227,935 112,378 454 618,979 Depreciation and amortization 136,551 56,056 55,445 — 248,052 Interest expense 17,572 3,225 3,386 117,153 141,336 General and administrative expenses — — — 33,741 33,741 Loss (gain) on derivatives and financial instruments, net — 1,913 — — 1,913 Impairment of assets — (940 ) 10,879 — 9,939 Other expenses 11,857 5,560 (4 ) 4,215 21,628 Income (loss) from continuing operations before income taxes and other items 112,232 162,121 42,672 (154,655 ) 162,370 Income tax (expense) benefit 375 (1,361 ) (586 ) (27 ) (1,599 ) (Loss) income from unconsolidated entities (17,453 ) 6,578 1,826 — (9,049 ) Gain (loss) on real estate dispositions, net (550 ) (1,130 ) (2 ) — (1,682 ) Income (loss) from continuing operations 94,604 166,208 43,910 (154,682 ) 150,040 Net income (loss) $ 94,604 $ 166,208 $ 43,910 $ (154,682 ) $ 150,040 Total assets $ 16,440,104 $ 9,494,388 $ 7,004,561 $ 209,644 $ 33,148,697 Three Months Ended June 30, 2018: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 763,345 $ — $ — $ — $ 763,345 Rental income — 197,961 135,640 — 333,601 Interest income 172 13,247 43 — 13,462 Other income 1,650 13,212 144 498 15,504 Total revenues 765,167 224,420 135,827 498 1,125,912 Property operating expenses 525,662 136 42,953 — 568,751 Consolidated net operating income 239,505 224,284 92,874 498 557,161 Depreciation and amortization 134,779 55,309 46,187 — 236,275 Interest expense 16,971 3,800 1,656 98,989 121,416 General and administrative expenses — — — 32,831 32,831 Loss (gain) on derivatives and financial instruments, net — (7,460 ) — — (7,460 ) Loss (gain) on extinguishment of debt, net 299 — — — 299 Impairment of assets 2,212 2,420 — — 4,632 Other expenses 6,167 957 2,095 839 10,058 Income (loss) from continuing operations before income taxes and other items 79,077 169,258 42,936 (132,161 ) 159,110 Income tax (expense) benefit (2,617 ) (688 ) (378 ) (158 ) (3,841 ) (Loss) income from unconsolidated entities (5,204 ) 5,062 1,391 — 1,249 Gain (loss) on real estate dispositions, net (1 ) 10,759 (3 ) — 10,755 Income (loss) from continuing operations 71,255 184,391 43,946 (132,319 ) 167,273 Net income (loss) $ 71,255 $ 184,391 $ 43,946 $ (132,319 ) $ 167,273 Six Months Ended June 30, 2019 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,782,370 $ — $ — $ — $ 1,782,370 Rental income — 454,394 312,276 — 766,670 Interest income — 32,064 411 — 32,475 Other income 5,545 2,541 139 2,611 10,836 Total revenues 1,787,915 488,999 312,826 2,611 2,592,351 Property operating expenses 1,245,003 27,778 99,153 — 1,371,934 Consolidated net operating income 542,912 461,221 213,673 2,611 1,220,417 Depreciation and amortization 268,126 117,404 106,454 — 491,984 Interest expense 35,823 6,665 6,734 237,346 286,568 General and administrative expenses — — — 69,023 69,023 Loss (gain) on derivatives and financial instruments, net — (574 ) — — (574 ) Loss (gain) on extinguishment of debt, net — — — 15,719 15,719 Provision for loan losses — 18,690 — — 18,690 Impairment of assets — (940 ) 10,879 — 9,939 Other expenses 14,803 8,589 750 6,242 30,384 Income (loss) from continuing operations before income taxes and other items 224,160 311,387 88,856 (325,719 ) 298,684 Income tax (expense) benefit (244 ) (2,312 ) (951 ) (314 ) (3,821 ) (Loss) income from unconsolidated entities (34,033 ) 12,236 3,549 — (18,248 ) Gain (loss) on real estate dispositions, net (710 ) 166,444 (7 ) — 165,727 Income (loss) from continuing operations 189,173 487,755 91,447 (326,033 ) 442,342 Net income (loss) $ 189,173 $ 487,755 $ 91,447 $ (326,033 ) $ 442,342 Six Months Ended June 30, 2018 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,499,279 $ — $ — $ — $ 1,499,279 Rental income — 404,792 272,178 — 676,970 Interest income 257 27,798 55 — 28,110 Other income 2,798 14,589 265 866 18,518 Total revenues 1,502,334 447,179 272,498 866 2,222,877 Property operating expenses 1,037,603 157 87,456 — 1,125,216 Consolidated net operating income 464,731 447,022 185,042 866 1,097,661 Depreciation and amortization 260,548 111,341 92,587 — 464,476 Interest expense 33,906 7,242 3,332 199,711 244,191 General and administrative expenses — — — 66,536 66,536 Loss (gain) on derivatives and financial instruments, net — (14,633 ) — — (14,633 ) Loss (gain) on extinguishment of debt, net 110 (32 ) 11,928 — 12,006 Impairment of assets 4,513 28,304 — — 32,817 Other expenses 5,979 2,077 2,693 3,021 13,770 Income (loss) from continuing operations before income taxes and other items 159,675 312,723 74,502 (268,402 ) 278,498 Income tax (expense) benefit (2,455 ) (1,824 ) (806 ) (344 ) (5,429 ) (Loss) income from unconsolidated entities (14,684 ) 10,883 2,621 — (1,180 ) Gain (loss) on real estate dispositions, net 4 134,156 214,779 — 348,939 Income (loss) from continuing operations 142,540 455,938 291,096 (268,746 ) 620,828 Net income (loss) $ 142,540 $ 455,938 $ 291,096 $ (268,746 ) $ 620,828 |
Summary of Geographic Information | The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Revenues: Amount % Amount % Amount % Amount % United States $ 1,092,376 82.8 % $ 895,734 79.5 % $ 2,136,042 82.4 % $ 1,759,523 79.1 % United Kingdom 112,647 8.5 % 112,031 10.0 % 225,065 8.7 % 228,556 10.3 % Canada 115,083 8.7 % 118,147 10.5 % 231,244 8.9 % 234,798 10.6 % Total $ 1,320,106 100.0 % $ 1,125,912 100.0 % $ 2,592,351 100.0 % $ 2,222,877 100.0 % As of June 30, 2019 December 31, 2018 Assets: Amount % Amount % United States $ 27,496,270 82.9 % $ 24,884,292 82.0 % United Kingdom 3,173,654 9.6 % 3,078,994 10.1 % Canada 2,478,773 7.5 % 2,378,786 7.9 % Total $ 33,148,697 100.0 % $ 30,342,072 100.0 % |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): June 30, 2019 December 31, 2018 Assets: Net real estate investments $ 966,417 $ 973,813 Cash and cash equivalents 22,491 18,678 Receivables and other assets 15,411 14,600 Total assets (1) $ 1,004,319 $ 1,007,091 Liabilities and equity: Secured debt $ 462,836 $ 465,433 Lease liabilities 1,326 — Accrued expenses and other liabilities 21,922 18,229 Total equity 518,235 523,429 Total liabilities and equity $ 1,004,319 $ 1,007,091 (1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. |
Accounting Policies and Relat_3
Accounting Policies and Related Matters (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | $ 360,298 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Right of use assets | $ 509,386 | |
Lease liabilities | $ 357,070 |
Real Property Acquisitions an_3
Real Property Acquisitions and Development - Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||
Land and land improvements | $ 243,996 | $ 56,925 |
Buildings and improvements | 2,404,818 | 578,594 |
Acquired lease intangibles | 144,265 | 73,936 |
Construction in progress | 36,174 | 0 |
Right of use assets, net | 56,073 | 0 |
Receivables and other assets | 4,936 | 1,256 |
Total assets acquired | 2,890,262 | 710,711 |
Secured debt | (43,209) | (89,973) |
Lease liabilities | (45,287) | |
Accrued expenses and other liabilities | (31,183) | (15,324) |
Total liabilities acquired | (119,679) | (105,297) |
Noncontrolling interests | (39,886) | (9,818) |
Non-cash acquisition related activity | (11,889) | 0 |
Cash disbursed for acquisitions | 2,718,808 | 595,596 |
Construction in progress additions | 161,414 | 70,261 |
Less: Capitalized interest | (6,256) | (4,436) |
Foreign currency translation | 206 | 1,308 |
Accruals | 45 | (4,155) |
Cash disbursed for construction in progress | 155,409 | 62,978 |
Capital improvements to existing properties | 124,176 | 111,332 |
Total cash invested in real property, net of cash acquired | 2,998,393 | 769,906 |
Cash acquired from acquisition | 1,910 | 4,392,000 |
Seniors Housing Operating | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 103,743 | 47,865 |
Buildings and improvements | 1,109,966 | 535,921 |
Acquired lease intangibles | 58,773 | 68,084 |
Construction in progress | 36,174 | 0 |
Right of use assets, net | 0 | 0 |
Receivables and other assets | 4,560 | 1,255 |
Total assets acquired | 1,313,216 | 653,125 |
Secured debt | (43,209) | (89,973) |
Lease liabilities | 0 | |
Accrued expenses and other liabilities | (8,677) | (14,686) |
Total liabilities acquired | (51,886) | (104,659) |
Noncontrolling interests | (38,830) | (9,818) |
Non-cash acquisition related activity | (11,889) | 0 |
Cash disbursed for acquisitions | 1,210,611 | 538,648 |
Construction in progress additions | 110,761 | 20,704 |
Less: Capitalized interest | (3,560) | (1,783) |
Foreign currency translation | 141 | 1,176 |
Accruals | 0 | 0 |
Cash disbursed for construction in progress | 107,342 | 20,097 |
Capital improvements to existing properties | 97,867 | 76,237 |
Total cash invested in real property, net of cash acquired | 1,415,820 | 634,982 |
Triple-net | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 8,099 | 1,691 |
Buildings and improvements | 96,244 | 0 |
Acquired lease intangibles | 0 | 0 |
Construction in progress | 0 | 0 |
Right of use assets, net | 0 | 0 |
Receivables and other assets | 0 | 0 |
Total assets acquired | 104,343 | 1,691 |
Secured debt | 0 | 0 |
Lease liabilities | 0 | |
Accrued expenses and other liabilities | 0 | (6) |
Total liabilities acquired | 0 | (6) |
Noncontrolling interests | (1,056) | 0 |
Non-cash acquisition related activity | 0 | 0 |
Cash disbursed for acquisitions | 103,287 | 1,685 |
Construction in progress additions | 24,066 | 38,238 |
Less: Capitalized interest | (908) | (1,432) |
Foreign currency translation | 65 | 132 |
Accruals | 0 | 0 |
Cash disbursed for construction in progress | 23,223 | 36,938 |
Capital improvements to existing properties | 7,423 | 8,569 |
Total cash invested in real property, net of cash acquired | 133,933 | 47,192 |
Outpatient Medical | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 132,154 | 7,369 |
Buildings and improvements | 1,198,608 | 42,673 |
Acquired lease intangibles | 85,492 | 5,852 |
Construction in progress | 0 | 0 |
Right of use assets, net | 56,073 | 0 |
Receivables and other assets | 376 | 1 |
Total assets acquired | 1,472,703 | 55,895 |
Secured debt | 0 | 0 |
Lease liabilities | (45,287) | |
Accrued expenses and other liabilities | (22,506) | (632) |
Total liabilities acquired | (67,793) | (632) |
Noncontrolling interests | 0 | 0 |
Non-cash acquisition related activity | 0 | 0 |
Cash disbursed for acquisitions | 1,404,910 | 55,263 |
Construction in progress additions | 26,587 | 11,319 |
Less: Capitalized interest | (1,788) | (1,221) |
Foreign currency translation | 0 | 0 |
Accruals | 45 | (4,155) |
Cash disbursed for construction in progress | 24,844 | 5,943 |
Capital improvements to existing properties | 18,886 | 26,526 |
Total cash invested in real property, net of cash acquired | $ 1,448,640 | $ 87,732 |
Real Property Acquisitions an_4
Real Property Acquisitions and Development - Construction Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||
Total construction in progress conversions | $ 28,117 | $ 107,761 |
Seniors Housing Operating | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 28,117 | 37,215 |
Triple-net | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 0 | 59,188 |
Outpatient Medical | ||
Segment Reporting Information [Line Items] | ||
Total development projects | $ 0 | $ 11,358 |
Real Estate Intangibles - Summa
Real Estate Intangibles - Summary of Real Estate Intangibles Excluding Those Classified as Held For Sale (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Assets: | ||
Gross historical cost | $ 1,589,138 | $ 1,581,159 |
Accumulated amortization | (1,163,936) | (1,197,336) |
Net book value | $ 425,202 | $ 383,823 |
Weighted-average amortization period in years | 8 years 7 months 6 days | 16 years |
Liabilities: | ||
Gross historical cost | $ 94,082 | $ 90,216 |
Accumulated amortization | (45,147) | (44,266) |
Net book value | $ 48,935 | $ 45,950 |
Weighted-average amortization period in years | 8 years 2 months 12 days | 14 years 8 months 12 days |
In place lease intangibles | ||
Assets: | ||
Gross historical cost | $ 1,473,060 | $ 1,410,725 |
Above market tenant leases | ||
Assets: | ||
Gross historical cost | 69,656 | 63,935 |
Liabilities: | ||
Gross historical cost | 8,540 | |
Below market ground leases | ||
Assets: | ||
Gross historical cost | 64,513 | |
Lease commissions | ||
Assets: | ||
Gross historical cost | 46,422 | 41,986 |
Below market tenant leases | ||
Liabilities: | ||
Gross historical cost | $ 94,082 | $ 81,676 |
Real Estate Intangibles - Sum_2
Real Estate Intangibles - Summary of Real Estate Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Rental income related to (above)/below market tenant leases, net | $ 73 | $ (333) | $ (82) | $ (684) |
Amortization related to in place lease intangibles and lease commissions | $ (28,518) | $ (33,763) | $ (53,423) | $ (66,024) |
Real Estate Intangibles - Sched
Real Estate Intangibles - Schedule of Future Estimated Aggregate Amortization of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
2019 | $ 84,909 | |
2020 | 101,374 | |
2021 | 51,215 | |
2022 | 34,495 | |
2023 | 28,361 | |
Thereafter | 124,848 | |
Net book value | 425,202 | $ 383,823 |
Liabilities | ||
2019 | 4,777 | |
2020 | 8,835 | |
2021 | 7,865 | |
2022 | 7,130 | |
2023 | 4,989 | |
Thereafter | 15,339 | |
Net book value | $ 48,935 | $ 45,950 |
Dispositions and Assets Held _3
Dispositions and Assets Held for Sale - Narrative (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019USD ($)property | Dec. 31, 2018USD ($) | [1] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real property held for sale | $ 1,704,206 | $ 590,271 | |
Held for sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Secured debt | 37,429 | ||
Net other assets and liabilities | 58,816 | ||
Net impairment charges | $ 9,939 | ||
Seniors Housing Operating | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified as held for sale | property | 55 | ||
Triple-net | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified as held for sale | property | 30 | ||
Outpatient Medical | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of properties classified as held for sale | property | 4 | ||
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Dispositions and Assets Held _4
Dispositions and Assets Held for Sale - Summary of Real Property Disposition Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Real estate dispositions: | ||||
Total dispositions | $ 451,591 | $ 593,247 | ||
Gain (loss) on real estate dispositions, net | $ (1,682) | $ 10,755 | 165,727 | 348,939 |
Net other assets/liabilities disposed | (498) | 5,032 | ||
Proceeds from real estate dispositions | 616,820 | 947,218 | ||
Seniors Housing Operating | ||||
Real estate dispositions: | ||||
Total dispositions | 8,726 | 2,200 | ||
Triple-net | ||||
Real estate dispositions: | ||||
Total dispositions | 442,865 | 367,978 | ||
Outpatient Medical | ||||
Real estate dispositions: | ||||
Total dispositions | $ 0 | $ 223,069 |
Dispositions and Assets Held _5
Dispositions and Assets Held for Sale - Dispositions and Assets Held for Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 112,694 | $ 121,079 | $ 228,441 | $ 249,639 |
Expenses: | ||||
Interest expense | 479 | 579 | 983 | 1,200 |
Property operating expenses | 70,244 | 74,213 | 146,260 | 150,120 |
Provision for depreciation | 12,520 | 18,431 | 24,897 | 38,275 |
Total expenses | 83,243 | 93,223 | 172,140 | 189,595 |
Income (loss) from real estate dispositions, net | $ 29,451 | $ 27,856 | $ 56,301 | $ 60,044 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($)building | Jun. 30, 2019USD ($)building | |
Lessee, Lease, Description [Line Items] | ||
Pricing period | 30 years | |
Number of buildings subleased | building | 7 | 7 |
Rental and other revenues related to operating lease payments | $ 385,586 | $ 766,670 |
Rental and other revenues related to operating lease payments, variable leases | $ 94,017 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term extension period | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term extension period | 25 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Finance lease cost: | ||
Amortization of leased assets | $ 2,153 | $ 4,245 |
Interest on lease liabilities | 1,166 | 2,169 |
Sublease income | (1,043) | (2,087) |
Total | 9,951 | 19,776 |
Property operating expenses | ||
Operating lease cost: | ||
Lease expense | 7,267 | 14,679 |
General and administrative expenses | ||
Operating lease cost: | ||
Lease expense | $ 408 | $ 770 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Leases | |
2019 | $ 9,809 |
2020 | 19,625 |
2021 | 19,558 |
2022 | 18,627 |
2023 | 18,707 |
Thereafter | 1,595,101 |
Total lease payments | 1,681,427 |
Less: Imputed interest | (1,321,129) |
Total present value of lease liabilities | 360,298 |
Finance Leases | |
2019 | 4,488 |
2020 | 8,821 |
2021 | 8,485 |
2022 | 7,852 |
2023 | 68,967 |
Thereafter | 86,081 |
Total lease payments | 184,694 |
Less: Imputed interest | (75,963) |
Total present value of lease liabilities | $ 108,731 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | [1] |
Right of use assets: | |||
Total right of use assets, net | $ 550,342 | ||
Lease liabilities: | |||
Operating leases | 360,298 | ||
Financing leases | 108,731 | ||
Total | $ 469,029 | $ 70,668 | |
Weighted average remaining lease term (years): | |||
Operating leases | 50 years | ||
Finance leases | 15 years 9 months 18 days | ||
Weighted average discount rate: | |||
Operating leases | 5.21% | ||
Finance leases | 5.17% | ||
Real Estate | |||
Right of use assets: | |||
Operating leases | $ 386,061 | ||
Finance leases | 164,281 | ||
Corporate | |||
Right of use assets: | |||
Operating leases | 5,055 | ||
Real Estate and Corporate | |||
Right of use assets: | |||
Total right of use assets, net | $ 555,397 | ||
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 4,627 |
Operating cash flows from finance leases | 3,916 |
Financing cash flows from finance leases | $ (1,638) |
Leases - Undiscounted Cash Flow
Leases - Undiscounted Cash Flows for Future Minimum Lease Payments Receivable (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
2019 | $ 925,026 |
2020 | 1,380,111 |
2021 | 1,346,698 |
2022 | 1,237,904 |
2023 | 1,255,408 |
Thereafter | 9,745,880 |
Totals | $ 15,891,027 |
Real Estate Loans Receivable -
Real Estate Loans Receivable - Summary Of Real Estate Loans Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Less allowance for losses on loans receivable | $ (68,372) | $ (68,372) |
Totals | 368,994 | 330,339 |
Mortgage loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Real estate loans receivable | 332,770 | 317,443 |
Other real estate loans | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Real estate loans receivable | $ 104,596 | $ 81,268 |
Real Estate Loans Receivable _2
Real Estate Loans Receivable - Summary of Real Estate Loan Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Advances on real estate loans receivable: | ||
Investments in new loans | $ 30,000 | $ 27,109 |
Draws on existing loans | 32,935 | 21,182 |
Net cash advances on real estate loans | 62,935 | 48,291 |
Receipts on real estate loans receivable: | ||
Loan payoffs | 4,384 | 58,557 |
Principal payments on loans | 2,456 | 32,870 |
Net cash receipts on real estate loans | 6,840 | 91,427 |
Net cash advances (receipts) on real estate loans | 56,095 | (43,136) |
Seniors Housing Operating | ||
Advances on real estate loans receivable: | ||
Investments in new loans | 11,806 | |
Draws on existing loans | 0 | |
Net cash advances on real estate loans | 11,806 | |
Receipts on real estate loans receivable: | ||
Loan payoffs | 0 | |
Principal payments on loans | 0 | |
Net cash receipts on real estate loans | 0 | |
Net cash advances (receipts) on real estate loans | 11,806 | |
Triple-net | ||
Advances on real estate loans receivable: | ||
Investments in new loans | 25,000 | 8,281 |
Draws on existing loans | 20,051 | 21,182 |
Net cash advances on real estate loans | 45,051 | 29,463 |
Receipts on real estate loans receivable: | ||
Loan payoffs | 4,384 | 58,557 |
Principal payments on loans | 2,456 | 32,870 |
Net cash receipts on real estate loans | 6,840 | 91,427 |
Net cash advances (receipts) on real estate loans | 38,211 | (61,964) |
Outpatient Medical | ||
Advances on real estate loans receivable: | ||
Investments in new loans | 5,000 | 7,022 |
Draws on existing loans | 12,884 | 0 |
Net cash advances on real estate loans | 17,884 | 7,022 |
Receipts on real estate loans receivable: | ||
Loan payoffs | 0 | 0 |
Principal payments on loans | 0 | 0 |
Net cash receipts on real estate loans | 0 | 0 |
Net cash advances (receipts) on real estate loans | $ 17,884 | $ 7,022 |
Real Estate Loans Receivable _3
Real Estate Loans Receivable - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($)loan | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)loan | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Financing Receivable, Modifications [Line Items] | |||||||
Provision for loan losses | $ 18,690 | $ 0 | $ 0 | $ 18,690 | $ 0 | ||
Allowance for loan losses | $ 68,372 | $ 68,372 | $ 68,372 | $ 68,372 | $ 68,372 | ||
Number of real estate loans on non-accrual status | loan | 1 | 1 | |||||
Real estate loans with outstanding balances | $ 2,534 | $ 2,534 | |||||
Triple-net | Genesis Healthcare Loans | |||||||
Financing Receivable, Modifications [Line Items] | |||||||
Loan loss charge | $ 62,966 | $ 6,935 |
Real Estate Loans Receivable _4
Real Estate Loans Receivable - Summary of Impaired Loans (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Receivables [Abstract] | |||
Balance of impaired loans at end of period | $ 188,068 | $ 214,871 | |
Allowance for loan losses | 68,372 | 68,372 | $ 68,372 |
Balance of impaired loans not reserved | 119,696 | 146,499 | |
Average impaired loans for the period | 197,426 | 252,172 | |
Interest recognized on impaired loans | $ 7,964 | $ 8,847 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 519,387 | $ 482,914 |
Seniors Housing Operating | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 379,886 | $ 344,982 |
Seniors Housing Operating | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 10.00% | 10.00% |
Seniors Housing Operating | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 50.00% | 50.00% |
Triple-net | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 9,459 | $ 34,284 |
Triple-net | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 10.00% | 10.00% |
Triple-net | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 49.00% | 49.00% |
Outpatient Medical | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 130,042 | $ 103,648 |
Outpatient Medical | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 43.00% | 43.00% |
Outpatient Medical | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 50.00% | 50.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Aggregate unamortized basis difference of joint venture investments | $ 101,571 |
Credit Concentration (Details)
Credit Concentration (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($)property | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)property | Jun. 30, 2018USD ($) | Dec. 31, 2018 | |
Concentration Risk [Line Items] | |||||
Total NOI | $ 618,979 | $ 557,161 | $ 1,220,417 | $ 1,097,661 | |
Percentage total investments with top five customers | 38.00% | ||||
Net Operating Income | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 1,598 | 1,598 | |||
Total NOI | $ 1,220,417 | ||||
Percent of NOI | 100.00% | ||||
Net Operating Income | Sunrise Senior Living | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 165 | 165 | |||
Total NOI | $ 174,422 | ||||
Percent of NOI | 14.00% | ||||
Net Operating Income | ProMedica | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 218 | 218 | |||
Total NOI | $ 107,541 | ||||
Percent of NOI | 9.00% | ||||
Net Operating Income | Revera | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 98 | 98 | |||
Total NOI | $ 72,928 | ||||
Percent of NOI | 6.00% | ||||
Net Operating Income | Genesis HealthCare | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 60 | 60 | |||
Total NOI | $ 60,984 | ||||
Percent of NOI | 5.00% | ||||
Net Operating Income | Benchmark Senior Living | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 48 | 48 | |||
Total NOI | $ 55,530 | ||||
Percent of NOI | 5.00% | ||||
Net Operating Income | Remaining portfolio | |||||
Concentration Risk [Line Items] | |||||
Number of Properties | property | 1,009 | 1,009 | |||
Total NOI | $ 749,012 | ||||
Percent of NOI | 61.00% |
Borrowings Under Credit Facil_3
Borrowings Under Credit Facilities and Commercial Paper Program - Narrative (Details) | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2019USD ($) | Jun. 30, 2019USD ($)termbank | Dec. 31, 2018USD ($) | [1] | |
Line of Credit Facility [Line Items] | ||||
Number of banks in consortium | bank | 31 | |||
Borrowings outstanding | $ 1,869,188,000 | $ 1,147,000,000 | ||
Available to borrow in alternate currencies | $ 1,000,000,000 | |||
Applicable margin | 0.825% | |||
Facility fee | 0.15% | |||
Totals | $ 13,401,538,000 | |||
Accordion Feature | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 1,000,000,000 | |||
Unsecured Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 3,000,000,000 | |||
Borrowings outstanding | $ 935,000,000 | |||
Number of successive terms | term | 2 | |||
Extended expiration period | 6 months | |||
Term Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | $ 500,000,000 | |||
Term Credit Facility, CAD Denominated | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 250,000,000 | |||
Term Credit Facility, CAD Denominated | Accordion Feature | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 250,000,000 | |||
Unsecured Credit Facility In Alternate Currencies | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | $ 0 | |||
Applicable margin | 3.22% | |||
Commercial Paper Note Program | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | $ 1,000,000,000 | |||
Totals | $ 934,188,000 | |||
Principal outstanding | 935,000,000 | |||
Unamortized discount | $ 812,000 | |||
Weighted average interest rate | 2.70% | |||
Commercial Paper Note Program | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 397 days | |||
Commercial Paper Note Program | Weighted Average | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 31 days | |||
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Borrowings Under Credit Facil_4
Borrowings Under Credit Facilities and Commercial Paper Program - Aggregate Borrowings Under Unsecured Revolving Credit Facility and Commercial Paper (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Disclosure [Abstract] | ||||
Balance outstanding at quarter end | $ 1,870,000 | $ 540,000 | $ 1,870,000 | $ 540,000 |
Maximum amount outstanding at any month end | 2,880,000 | 685,000 | 2,880,000 | 865,000 |
Average amount outstanding (total of daily principal balances divided by days in period) | $ 1,807,631 | $ 562,747 | $ 1,301,883 | $ 463,978 |
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 3.08% | 3.04% | 3.11% | 2.91% |
Senior Unsecured Notes and Se_3
Senior Unsecured Notes and Secured Debt - Annual Principal Payments Due on Debt Obligations (Details) | 6 Months Ended | |||||
Jun. 30, 2019USD ($) | Jun. 30, 2019GBP (ÂŁ) | Jun. 30, 2019CAD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Annual principal payments due | ||||||
2019 | $ 312,291,000 | |||||
2020 | 1,381,183,000 | |||||
2021 | 833,425,000 | |||||
2022 | 952,410,000 | |||||
2023 | 2,121,469,000 | |||||
Thereafter | 7,800,760,000 | |||||
Totals | 13,401,538,000 | |||||
Senior Unsecured Notes | ||||||
Annual principal payments due | ||||||
2019 | 0 | |||||
2020 | 1,236,665,000 | |||||
2021 | 450,000,000 | |||||
2022 | 600,000,000 | |||||
2023 | 1,790,971,000 | |||||
Thereafter | 6,633,920,000 | |||||
Totals | $ 10,711,556,000 | $ 9,699,984,000 | $ 8,461,754,000 | $ 8,417,447,000 | ||
Senior Unsecured Notes | Minimum | ||||||
Annual principal payments due | ||||||
Interest rate | 2.86% | 2.86% | 2.86% | |||
Senior Unsecured Notes | Maximum | ||||||
Annual principal payments due | ||||||
Interest rate | 6.50% | 6.50% | 6.50% | |||
Senior Unsecured Notes | Canadian-denominated 3.35% senior unsecured notes due 2020 | ||||||
Annual principal payments due | ||||||
Interest rate | 3.35% | 3.35% | 3.35% | |||
Face amount | $ 229,165,000 | $ 300,000,000 | ||||
Senior Unsecured Notes | Canadian-denominated unsecured term credit facility | ||||||
Annual principal payments due | ||||||
Face amount | $ 190,971,000 | $ 250,000,000 | ||||
Senior Unsecured Notes | Canadian-denominated unsecured term credit facility | Canadian Dealer Offered Rate | ||||||
Annual principal payments due | ||||||
Debt instrument, basis spread on variable rate | 0.90% | |||||
Interest rate at period end | 2.86% | 2.86% | 2.86% | |||
Senior Unsecured Notes | Unsecured term credit facility | ||||||
Annual principal payments due | ||||||
Face amount | $ 500,000,000 | |||||
Senior Unsecured Notes | Unsecured term credit facility | LIBOR | ||||||
Annual principal payments due | ||||||
Debt instrument, basis spread on variable rate | 0.90% | |||||
Interest rate at period end | 3.29% | 3.29% | 3.29% | |||
Senior Unsecured Notes | Senior unsecured notes due 2028 | ||||||
Annual principal payments due | ||||||
Interest rate | 4.80% | 4.80% | 4.80% | |||
Face amount | $ 698,720,000 | ÂŁ 550,000,000 | ||||
Senior Unsecured Notes | Senior unsecured notes due 2034 | ||||||
Annual principal payments due | ||||||
Interest rate | 4.50% | 4.50% | 4.50% | |||
Face amount | $ 635,200,000 | ÂŁ 500,000,000 | ||||
Secured Debt | ||||||
Annual principal payments due | ||||||
2019 | 312,291,000 | |||||
2020 | 144,518,000 | |||||
2021 | 383,425,000 | |||||
2022 | 352,410,000 | |||||
2023 | 330,498,000 | |||||
Thereafter | 1,166,840,000 | |||||
Totals | 2,689,982,000 | $ 2,485,711,000 | $ 2,462,078,000 | $ 2,618,408,000 | ||
Carrying values of properties securing the debt | $ 5,991,142,000 | |||||
Secured Debt | Minimum | ||||||
Annual principal payments due | ||||||
Interest rate | 1.69% | 1.69% | 1.69% | |||
Secured Debt | Maximum | ||||||
Annual principal payments due | ||||||
Interest rate | 12.00% | 12.00% | 12.00% | |||
Unsecured Term Loan Facility | ||||||
Annual principal payments due | ||||||
Unsecured line of credit arrangement | $ 1,000,000,000 |
Senior Unsecured Notes and Se_4
Senior Unsecured Notes and Secured Debt - Summary of Principal Activity (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | |
Amount | ||
Debt issued, unsecured | $ 2,036,964 | $ 545,074 |
Debt issued, secured | 295,969 | 44,606 |
Ending balance | 13,401,538 | |
Senior Unsecured Notes | ||
Amount | ||
Beginning balance | 9,699,984 | 8,417,447 |
Debt issued, unsecured | 2,050,000 | 550,000 |
Debt extinguished | (1,050,000) | (450,000) |
Foreign currency | 11,572 | (55,693) |
Ending balance | $ 10,711,556 | $ 8,461,754 |
Weighted Avg. Interest Rate | ||
Beginning balance | 4.48% | 4.31% |
Debt issued | 0.0358 | 0.0425 |
Debt extinguished | 0.0498 | 0.0225 |
Foreign currency | 0.0352 | 0.0402 |
Ending balance | 4.24% | 4.46% |
Secured debt | ||
Amount | ||
Beginning balance | $ 2,485,711 | $ 2,618,408 |
Debt issued, secured | 295,969 | 44,606 |
Debt assumed | 42,000 | 85,192 |
Debt extinguished | (151,473) | (196,573) |
Principal payments | (27,227) | (28,385) |
Foreign currency | 45,002 | (61,170) |
Ending balance | $ 2,689,982 | $ 2,462,078 |
Weighted Avg. Interest Rate | ||
Beginning balance | 3.90% | 3.76% |
Debt issued | 0.0352 | 0.0338 |
Debt assumed | 0.0462 | 0.0440 |
Debt extinguished | 0.0442 | 0.0566 |
Principal payments | 0.0374 | 0.0391 |
Foreign currency | 0.0337 | 0.0333 |
Ending balance | 3.84% | 3.76% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Proceeds from hedge | $ 6,716 | |
Cash payments from hedge | $ 27,774 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amount of Derivatives and Other Financial Instruments (Details) ÂŁ in Thousands, $ in Thousands, $ in Thousands | Jun. 30, 2019USD ($) | Jun. 30, 2019GBP (ÂŁ) | Jun. 30, 2019CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (ÂŁ) | Dec. 31, 2018CAD ($) |
Denominated in Canadian Dollars | Designated as Hedging Instrument | Net Investment Hedging | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative asset | $ 500,000 | $ 575,000 | ||||
Derivative liability | 250,000 | 250,000 | ||||
Denominated in Canadian Dollars | Derivative Instruments Not Designated | Purchase Contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative liability | 217,500 | 325,000 | ||||
Denominated in Canadian Dollars | Derivative Instruments Not Designated | Sales Contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative asset | $ 280,000 | $ 405,000 | ||||
Denominated in U.S Dollars | Designated as Hedging Instrument | Cash Flow Hedging | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative liability | $ 1,188,250 | $ 0 | ||||
Denominated in U.S Dollars | Derivative Instruments Not Designated | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative asset | $ 405,819 | $ 405,819 | ||||
Denominated in Pounds Sterling | Designated as Hedging Instrument | Net Investment Hedging | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative asset | ÂŁ | ÂŁ 1,340,708 | ÂŁ 890,708 | ||||
Derivative liability | ÂŁ | 1,050,000 | 1,050,000 | ||||
Denominated in Pounds Sterling | Derivative Instruments Not Designated | Purchase Contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative liability | ÂŁ | 125,000 | 350,000 | ||||
Denominated in Pounds Sterling | Derivative Instruments Not Designated | Sales Contracts | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Derivative asset | ÂŁ | ÂŁ 125,000 | ÂŁ 350,000 |
Derivative Instruments - Impact
Derivative Instruments - Impact of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Foreign Exchange Contract | ||||
Derivative [Line Items] | ||||
Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI | $ 100,407 | $ 150,703 | $ 12,725 | $ 88,005 |
Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments | 7,134 | 4,091 | 12,467 | 3,822 |
Derivative Instruments Not Designated | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments | $ (1,128) | $ 734 | $ (2,666) | $ 2,453 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2019USD ($)obligation | Dec. 31, 2018USD ($) | [1] |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of outstanding credit obligations | obligation | 14 | ||
Letter of credit obligation | $ 48,111 | ||
Outstanding construction financings for leased properties | 363,160 | $ 194,365 | |
Additional financing to complete construction | 483,210 | ||
Total contingent purchase obligations | $ 8,476 | ||
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stockholders' Equity Capital Accounts (Details) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock: | |||
Authorized shares | 50,000,000 | 50,000,000 | |
Issued shares | 0 | 14,375,000 | |
Outstanding shares | 0 | 14,369,965 | 14,370,060 |
Common Stock, $1.00 par value: | |||
Par value (in USD per share) | $ 1 | $ 1 | |
Authorized shares | 700,000,000 | 700,000,000 | |
Issued shares | 406,497,122 | 384,849,236 | |
Outstanding shares | 405,254,113 | 383,674,603 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | ||||
Beginning balance (in shares) | 14,369,965 | 14,370,060 | 14,370,060 | |
Ending balance (in shares) | 0 | 14,369,965 | 14,370,060 | |
Weighted Avg. Dividend Rate | ||||
Balance | 0.00% | 6.50% | 6.50% | 6.50% |
Shares converted | 6.50% | 6.50% | ||
Number of shares converted into common stock (in shares) | 0.8857 | |||
Common Stock | ||||
Shares | ||||
Shares converted (in shares) | (14,369,965) | (95) |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2019 | Feb. 28, 2019 | |
Equity, Class of Treasury Stock [Line Items] | |||
Sale of shares (in shares) | 4,384,045 | ||
Equity Shelf Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Aggregate amount of common stock offered to sell | $ 1,500,000,000 | ||
Remaining capacity | $ 1,360,820,000 | ||
Equity Shelf Program | Scenario, Forecast | |||
Equity, Class of Treasury Stock [Line Items] | |||
Sale of shares (in shares) | 2,194,575 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Shares Issued | ||
Dividend reinvestment plan issuances (in shares) | shares | 4,304,712 | 182,910 |
Option exercises (in shares) | shares | 10,736 | 1,026 |
Equity Shelf Program issuances (in shares) | shares | 4,384,045 | |
Stock incentive plans, net of forfeitures (in shares) | shares | 167,565 | 114,037 |
Totals (in shares) | shares | 21,579,510 | 298,056 |
Average Price | ||
Dividend reinvestment plan issuances (in USD per share) | $ / shares | 75.20 | 55.40 |
Option exercises (in USD per share) | $ / shares | 51.32 | 53.61 |
Equity shelf plan issuances (in USD per share) | $ / shares | 74.97 | |
Gross Proceeds | ||
Dividend reinvestment plan issuances | $ 323,724 | $ 10,133 |
Option exercises | 551 | 55 |
Equity shelf plan issuances | 328,665 | |
Totals | 652,940 | 10,188 |
Net Proceeds | ||
Dividend reinvestment plan issuances | 320,243 | 10,133 |
Option exercises | 551 | 55 |
Equity shelf plan issuances | 326,362 | |
Totals | $ 647,156 | $ 10,188 |
Convertible Preferred Stock | ||
Shares Issued | ||
Preferred stock conversions (in shares) | shares | 12,712,452 | 83 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Per Share | ||||
Common Stock (in USD per share) | $ 0.87 | $ 0.87 | $ 1.7400 | $ 1.7400 |
Series I Preferred Stock (in USD per share) | $ 0 | $ 1.6250 | ||
Amount | ||||
Common Stock | $ 698,437 | $ 647,098 | ||
Series I Preferred Stock | 0 | 23,352 | ||
Totals | $ 698,437 | $ 670,450 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||
Total accumulated other comprehensive loss | $ 15,969,572 | $ 16,047,831 | $ 15,586,599 | [1] | $ 14,800,487 | $ 15,059,326 | $ 14,925,452 |
Foreign currency translation | |||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||
Total accumulated other comprehensive loss | (851,584) | (868,006) | |||||
Derivative instruments | |||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||
Total accumulated other comprehensive loss | 751,502 | 738,777 | |||||
Actuarial losses | |||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||
Total accumulated other comprehensive loss | (540) | (540) | |||||
Total accumulated other comprehensive loss | |||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||
Total accumulated other comprehensive loss | $ (100,622) | $ (144,618) | $ (129,769) | $ (132,631) | $ (91,253) | $ (111,465) | |
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common stock authorized (in shares) | 10,000,000 | 10,000,000 | ||
Option expiration period | 10 years | |||
Stock-based compensation expense | $ 7,662 | $ 5,167 | $ 15,192 | $ 16,725 |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders | $ 137,762 | $ 154,432 | $ 418,232 | $ 592,103 |
Denominator for basic earnings per share - weighted average shares (in shares) | 404,607,000 | 371,640,000 | 398,073,000 | 371,552,000 |
Effect of dilutive securities: | ||||
Employee stock options (in shares) | 0 | 14,000 | 1,000 | 15,000 |
Non-vested restricted shares (in shares) | 955,000 | 325,000 | 911,000 | 523,000 |
Redeemable shares (in shares) | 1,096,000 | 1,096,000 | 1,096,000 | 1,096,000 |
Employee stock purchase program (in shares) | 15,000 | 0 | 15,000 | 0 |
Dilutive potential common shares (in shares) | 2,066,000 | 1,435,000 | 2,023,000 | 1,634,000 |
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 406,673,000 | 373,075,000 | 400,096,000 | 373,186,000 |
Basic earnings per share (in USD per share) | $ 0.34 | $ 0.42 | $ 1.05 | $ 1.59 |
Diluted earnings per share (in USD per share) | $ 0.34 | $ 0.41 | $ 1.05 | $ 1.59 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares not included in the computation of diluted earnings per share because such options were anti-dilutive (in shares) | 2,194,575 |
Disclosure about Fair Value o_3
Disclosure about Fair Value of Financial Instruments - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
Financial assets: | |||
Equity securities | $ 11,860 | ||
Restricted cash | 91,052 | $ 100,753 | [1] |
Financial liabilities: | |||
Unsecured revolving credit facility and commercial paper note program | 1,869,188 | ||
Carrying Amount | |||
Financial assets: | |||
Equity securities | 11,860 | 11,286 | |
Cash and cash equivalents | 268,666 | 215,376 | |
Restricted cash | 91,052 | 100,753 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 91,290 | 94,729 | |
Financial liabilities: | |||
Unsecured revolving credit facility and commercial paper note program | 1,147,000 | ||
Senior unsecured notes | 10,606,106 | 9,603,299 | |
Secured debt | 2,675,507 | 2,476,177 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 32,249 | 71,109 | |
Redeemable OP unitholder interests | 121,476 | 103,071 | |
Carrying Amount | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable | 264,398 | 249,071 | |
Carrying Amount | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable | 104,596 | 81,268 | |
Fair Value | |||
Financial assets: | |||
Equity securities | 11,860 | 11,286 | |
Cash and cash equivalents | 268,666 | 215,376 | |
Restricted cash | 91,052 | 100,753 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 91,290 | 94,729 | |
Financial liabilities: | |||
Unsecured revolving credit facility and commercial paper note program | 1,869,188 | 1,147,000 | |
Senior unsecured notes | 11,026,259 | 10,043,797 | |
Secured debt | 2,737,838 | 2,499,130 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 32,249 | 71,109 | |
Redeemable OP unitholder interests | 121,476 | 103,071 | |
Fair Value | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable | 274,116 | 257,337 | |
Fair Value | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable | $ 105,706 | $ 82,742 | |
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Disclosure about Fair Value o_4
Disclosure about Fair Value of Financial Instruments - Summary of Items Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | $ 11,860 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 59,041 |
Redeemable OP unitholder interests | 121,476 |
Totals | 192,377 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 11,860 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Redeemable OP unitholder interests | 0 |
Totals | 11,860 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 59,041 |
Redeemable OP unitholder interests | 121,476 |
Totals | 180,517 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Redeemable OP unitholder interests | 0 |
Totals | $ 0 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | [1] | |
Segment Reporting [Abstract] | |||||||
Number of operating segments | segment | 3 | ||||||
Segment Reporting Information [Line Items] | |||||||
Rental income | $ 385,586 | $ 766,670 | |||||
Rental income | $ 333,601 | $ 676,970 | |||||
Total revenues | 1,320,106 | 1,125,912 | 2,592,351 | 2,222,877 | |||
Property operating expenses | 701,127 | 568,751 | 1,371,934 | 1,125,216 | |||
Consolidated net operating income | 618,979 | 557,161 | 1,220,417 | 1,097,661 | |||
Depreciation and amortization | 248,052 | 236,275 | 491,984 | 464,476 | |||
Interest expense | 141,336 | 121,416 | 286,568 | 244,191 | |||
General and administrative expenses | 33,741 | 32,831 | 69,023 | 66,536 | |||
Loss (gain) on derivatives and financial instruments, net | 1,913 | (7,460) | (574) | (14,633) | |||
Loss (gain) on extinguishment of debt, net | 0 | 299 | 15,719 | 12,006 | |||
Provision for loan losses | $ 18,690 | 0 | 0 | 18,690 | 0 | ||
Impairment of assets | 9,939 | 4,632 | 9,939 | 32,817 | |||
Other expenses | 21,628 | 10,058 | 30,384 | 13,770 | |||
Income (loss) from continuing operations before income taxes and other items | 162,370 | 159,110 | 298,684 | 278,498 | |||
Income tax (expense) benefit | (1,599) | (3,841) | (3,821) | (5,429) | |||
(Loss) income from unconsolidated entities | (9,049) | 1,249 | (18,248) | (1,180) | |||
Gain (loss) on real estate dispositions, net | (1,682) | 10,755 | 165,727 | 348,939 | |||
Income (loss) from continuing operations | 150,040 | 167,273 | 442,342 | 620,828 | |||
Net income (loss) | 150,040 | 167,273 | 442,342 | 620,828 | |||
Total assets | 33,148,697 | 33,148,697 | $ 30,342,072 | ||||
Resident fees and services | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 914,085 | 763,345 | 1,782,370 | 1,499,279 | |||
Interest income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 17,356 | 13,462 | 32,475 | 28,110 | |||
Other income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 3,079 | 15,504 | 10,836 | 18,518 | |||
Operating Segments | Seniors Housing Operating | |||||||
Segment Reporting Information [Line Items] | |||||||
Rental income | 0 | 0 | |||||
Rental income | 0 | 0 | |||||
Total revenues | 915,529 | 765,167 | 1,787,915 | 1,502,334 | |||
Property operating expenses | 637,317 | 525,662 | 1,245,003 | 1,037,603 | |||
Consolidated net operating income | 278,212 | 239,505 | 542,912 | 464,731 | |||
Depreciation and amortization | 136,551 | 134,779 | 268,126 | 260,548 | |||
Interest expense | 17,572 | 16,971 | 35,823 | 33,906 | |||
General and administrative expenses | 0 | 0 | 0 | 0 | |||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | 0 | 0 | |||
Loss (gain) on extinguishment of debt, net | 299 | 0 | 110 | ||||
Provision for loan losses | 0 | ||||||
Impairment of assets | 0 | 2,212 | 0 | 4,513 | |||
Other expenses | 11,857 | 6,167 | 14,803 | 5,979 | |||
Income (loss) from continuing operations before income taxes and other items | 112,232 | 79,077 | 224,160 | 159,675 | |||
Income tax (expense) benefit | 375 | (2,617) | (244) | (2,455) | |||
(Loss) income from unconsolidated entities | (17,453) | (5,204) | (34,033) | (14,684) | |||
Gain (loss) on real estate dispositions, net | (550) | (1) | (710) | 4 | |||
Income (loss) from continuing operations | 94,604 | 71,255 | 189,173 | 142,540 | |||
Net income (loss) | 94,604 | 71,255 | 189,173 | 142,540 | |||
Total assets | 16,440,104 | 16,440,104 | |||||
Operating Segments | Seniors Housing Operating | Resident fees and services | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 914,085 | 763,345 | 1,782,370 | 1,499,279 | |||
Operating Segments | Seniors Housing Operating | Interest income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 0 | 172 | 0 | 257 | |||
Operating Segments | Seniors Housing Operating | Other income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 1,444 | 1,650 | 5,545 | 2,798 | |||
Operating Segments | Triple-net | |||||||
Segment Reporting Information [Line Items] | |||||||
Rental income | 222,362 | 454,394 | |||||
Rental income | 197,961 | 404,792 | |||||
Total revenues | 240,758 | 224,420 | 488,999 | 447,179 | |||
Property operating expenses | 12,823 | 136 | 27,778 | 157 | |||
Consolidated net operating income | 227,935 | 224,284 | 461,221 | 447,022 | |||
Depreciation and amortization | 56,056 | 55,309 | 117,404 | 111,341 | |||
Interest expense | 3,225 | 3,800 | 6,665 | 7,242 | |||
General and administrative expenses | 0 | 0 | 0 | 0 | |||
Loss (gain) on derivatives and financial instruments, net | 1,913 | (7,460) | (574) | (14,633) | |||
Loss (gain) on extinguishment of debt, net | 0 | 0 | (32) | ||||
Provision for loan losses | 18,690 | ||||||
Impairment of assets | (940) | 2,420 | (940) | 28,304 | |||
Other expenses | 5,560 | 957 | 8,589 | 2,077 | |||
Income (loss) from continuing operations before income taxes and other items | 162,121 | 169,258 | 311,387 | 312,723 | |||
Income tax (expense) benefit | (1,361) | (688) | (2,312) | (1,824) | |||
(Loss) income from unconsolidated entities | 6,578 | 5,062 | 12,236 | 10,883 | |||
Gain (loss) on real estate dispositions, net | (1,130) | 10,759 | 166,444 | 134,156 | |||
Income (loss) from continuing operations | 166,208 | 184,391 | 487,755 | 455,938 | |||
Net income (loss) | 166,208 | 184,391 | 487,755 | 455,938 | |||
Total assets | 9,494,388 | 9,494,388 | |||||
Operating Segments | Triple-net | Resident fees and services | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 0 | 0 | 0 | 0 | |||
Operating Segments | Triple-net | Interest income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 17,118 | 13,247 | 32,064 | 27,798 | |||
Operating Segments | Triple-net | Other income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 1,278 | 13,212 | 2,541 | 14,589 | |||
Operating Segments | Outpatient Medical | |||||||
Segment Reporting Information [Line Items] | |||||||
Rental income | 163,224 | 312,276 | |||||
Rental income | 135,640 | 272,178 | |||||
Total revenues | 163,365 | 135,827 | 312,826 | 272,498 | |||
Property operating expenses | 50,987 | 42,953 | 99,153 | 87,456 | |||
Consolidated net operating income | 112,378 | 92,874 | 213,673 | 185,042 | |||
Depreciation and amortization | 55,445 | 46,187 | 106,454 | 92,587 | |||
Interest expense | 3,386 | 1,656 | 6,734 | 3,332 | |||
General and administrative expenses | 0 | 0 | 0 | 0 | |||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | 0 | 0 | |||
Loss (gain) on extinguishment of debt, net | 0 | 0 | 11,928 | ||||
Provision for loan losses | 0 | ||||||
Impairment of assets | 10,879 | 0 | 10,879 | 0 | |||
Other expenses | (4) | 2,095 | 750 | 2,693 | |||
Income (loss) from continuing operations before income taxes and other items | 42,672 | 42,936 | 88,856 | 74,502 | |||
Income tax (expense) benefit | (586) | (378) | (951) | (806) | |||
(Loss) income from unconsolidated entities | 1,826 | 1,391 | 3,549 | 2,621 | |||
Gain (loss) on real estate dispositions, net | (2) | (3) | (7) | 214,779 | |||
Income (loss) from continuing operations | 43,910 | 43,946 | 91,447 | 291,096 | |||
Net income (loss) | 43,910 | 43,946 | 91,447 | 291,096 | |||
Total assets | 7,004,561 | 7,004,561 | |||||
Operating Segments | Outpatient Medical | Resident fees and services | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 0 | 0 | 0 | 0 | |||
Operating Segments | Outpatient Medical | Interest income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 238 | 43 | 411 | 55 | |||
Operating Segments | Outpatient Medical | Other income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | (97) | 144 | 139 | 265 | |||
Non-segment / Corporate | |||||||
Segment Reporting Information [Line Items] | |||||||
Rental income | 0 | 0 | |||||
Rental income | 0 | 0 | |||||
Total revenues | 454 | 498 | 2,611 | 866 | |||
Property operating expenses | 0 | 0 | 0 | 0 | |||
Consolidated net operating income | 454 | 498 | 2,611 | 866 | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||
Interest expense | 117,153 | 98,989 | 237,346 | 199,711 | |||
General and administrative expenses | 33,741 | 32,831 | 69,023 | 66,536 | |||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | 0 | 0 | |||
Loss (gain) on extinguishment of debt, net | 0 | 15,719 | 0 | ||||
Provision for loan losses | 0 | ||||||
Impairment of assets | 0 | 0 | 0 | 0 | |||
Other expenses | 4,215 | 839 | 6,242 | 3,021 | |||
Income (loss) from continuing operations before income taxes and other items | (154,655) | (132,161) | (325,719) | (268,402) | |||
Income tax (expense) benefit | (27) | (158) | (314) | (344) | |||
(Loss) income from unconsolidated entities | 0 | 0 | 0 | 0 | |||
Gain (loss) on real estate dispositions, net | 0 | 0 | 0 | 0 | |||
Income (loss) from continuing operations | (154,682) | (132,319) | (326,033) | (268,746) | |||
Net income (loss) | (154,682) | (132,319) | (326,033) | (268,746) | |||
Total assets | 209,644 | 209,644 | |||||
Non-segment / Corporate | Resident fees and services | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 0 | 0 | 0 | 0 | |||
Non-segment / Corporate | Interest income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | 0 | 0 | 0 | 0 | |||
Non-segment / Corporate | Other income | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue from contract with customer | $ 454 | $ 498 | $ 2,611 | $ 866 | |||
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Segment Reporting - Summary of
Segment Reporting - Summary of Geographic Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | $ 1,320,106 | $ 1,125,912 | $ 2,592,351 | $ 2,222,877 | ||
Percent of revenues | 1 | 1 | 1 | 1 | ||
Total assets | $ 33,148,697 | $ 33,148,697 | $ 30,342,072 | [1] | ||
Percent of assets | 1 | 1 | 1 | |||
United States | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | $ 1,092,376 | $ 895,734 | $ 2,136,042 | $ 1,759,523 | ||
Percent of revenues | 0.828 | 0.795 | 0.824 | 0.791 | ||
Total assets | $ 27,496,270 | $ 27,496,270 | $ 24,884,292 | |||
Percent of assets | 0.829 | 0.829 | 0.820 | |||
United Kingdom | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | $ 112,647 | $ 112,031 | $ 225,065 | $ 228,556 | ||
Percent of revenues | 0.085 | 0.100 | 0.087 | 0.103 | ||
Total assets | $ 3,173,654 | $ 3,173,654 | $ 3,078,994 | |||
Percent of assets | 0.096 | 0.096 | 0.101 | |||
Canada | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenues | $ 115,083 | $ 118,147 | $ 231,244 | $ 234,798 | ||
Percent of revenues | 0.087 | 0.105 | 0.089 | 0.106 | ||
Total assets | $ 2,478,773 | $ 2,478,773 | $ 2,378,786 | |||
Percent of assets | 0.075 | 0.075 | 0.079 | |||
[1] | The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 1,004,319 | $ 1,007,091 |
Total equity | 518,235 | 523,429 |
Total liabilities and equity | 1,004,319 | 1,007,091 |
Net real estate investments | ||
Variable Interest Entity [Line Items] | ||
Total assets | 966,417 | 973,813 |
Cash and cash equivalents | ||
Variable Interest Entity [Line Items] | ||
Total assets | 22,491 | 18,678 |
Receivables and other assets | ||
Variable Interest Entity [Line Items] | ||
Total assets | 15,411 | 14,600 |
Secured debt | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 462,836 | 465,433 |
Lease liabilities | ||
Variable Interest Entity [Line Items] | ||
Liabilities | 1,326 | |
Accrued expenses and other liabilities | ||
Variable Interest Entity [Line Items] | ||
Liabilities | $ 21,922 | $ 18,229 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Jul. 16, 2019USD ($)property |
Bridge Loan | |
Subsequent Event [Line Items] | |
Extinguishment of debt | $ 1,000 |
Secured Debt | |
Subsequent Event [Line Items] | |
Extinguishment of debt | 24 |
Benchmark Senior Living Portfolio | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |
Subsequent Event [Line Items] | |
Gross sale price | $ 1,800 |
Number of seniors housing operating properties | property | 48 |