Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 535,969,121 | |
Entity Central Index Key | 0000766704 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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, $1.00 par value per share | |
Trading Symbol | WELL | |
Security Exchange Name | NYSE | |
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | |
Trading Symbol | WELL/28 | |
Security Exchange Name | NYSE | |
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | |
Trading Symbol | WELL/34 | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | [1] |
Real property owned: | |||
Land and land improvements | $ 4,373,058 | $ 4,249,834 | |
Buildings and improvements | 35,010,855 | 33,651,336 | |
Acquired lease intangibles | 1,961,799 | 1,945,458 | |
Real property held for sale, net of accumulated depreciation | 355,380 | 133,058 | |
Construction in progress | 1,338,076 | 1,021,080 | |
Less accumulated depreciation and amortization | (8,868,627) | (8,075,733) | |
Net real property owned | 34,170,541 | 32,925,033 | |
Right of use assets, net | 338,693 | 323,942 | |
Real estate loans receivable, net of credit allowance | 1,181,265 | 890,844 | |
Net real estate investments | 35,690,499 | 34,139,819 | |
Other assets: | |||
Investments in unconsolidated entities | 1,568,096 | 1,499,790 | |
Goodwill | 68,321 | 68,321 | |
Cash and cash equivalents | 2,582,037 | 631,681 | |
Restricted cash | 104,674 | 90,611 | |
Straight-line rent receivable | 405,154 | 322,173 | |
Receivables and other assets | 1,235,921 | 1,140,838 | |
Total other assets | 5,964,203 | 3,753,414 | |
Total assets | 41,654,702 | 37,893,233 | |
Liabilities: | |||
Unsecured credit facility and commercial paper | 0 | 0 | |
Senior unsecured notes | 13,453,985 | 12,437,273 | |
Secured debt | 2,380,253 | 2,110,815 | |
Lease liabilities | 365,115 | 415,824 | |
Accrued expenses and other liabilities | 1,636,730 | 1,535,325 | |
Total liabilities | 17,836,083 | 16,499,237 | |
Redeemable noncontrolling interests | 244,793 | 384,443 | |
Equity: | |||
Common stock | 533,918 | 491,919 | |
Capital in excess of par value | 30,056,076 | 26,742,750 | |
Treasury stock | (112,313) | (111,001) | |
Cumulative net income | 9,061,133 | 8,804,950 | |
Cumulative dividends | (16,435,416) | (15,514,097) | |
Accumulated other comprehensive income (loss) | (149,362) | (119,707) | |
Total Welltower Inc. stockholders’ equity | 22,954,036 | 20,294,814 | |
Noncontrolling interests | 619,790 | 714,739 | |
Total equity | 23,573,826 | 21,009,553 | |
Total liabilities and equity | $ 41,654,702 | $ 37,893,233 | |
[1]The consolidated balance sheet at December 31, 2022 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 | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues: | |||||
Rental income | $ 384,507 | $ 361,983 | $ 1,152,005 | $ 1,079,784 | |
Total revenues | 1,662,013 | 1,473,844 | 4,888,220 | 4,342,084 | |
Expenses: | |||||
Property operating expenses | 995,273 | 912,180 | 2,911,698 | 2,619,932 | |
Depreciation and amortization | 339,314 | 353,699 | 1,020,371 | 968,082 | |
Interest expense | 156,532 | 139,682 | 453,272 | 389,128 | |
General and administrative expenses | 46,106 | 34,811 | 134,764 | 109,071 | |
Loss (gain) on derivatives and financial instruments, net | 2,885 | 6,905 | 5,095 | 8,076 | |
Loss (gain) on extinguishment of debt, net | 1 | 2 | 7 | 593 | |
Provision for loan losses, net | 4,059 | 490 | 7,292 | (149) | |
Impairment of assets | 7,388 | 4,356 | 21,103 | 4,356 | |
Other expenses | 38,220 | 15,481 | 72,034 | 76,716 | |
Total expenses | 1,589,778 | 1,467,606 | 4,625,636 | 4,175,805 | |
Income (loss) from continuing operations before income taxes and other items | 72,235 | 6,238 | 262,584 | 166,279 | |
Income tax (expense) benefit | (4,584) | (3,257) | (11,132) | (11,335) | |
Income (loss) from unconsolidated entities | (4,031) | (6,698) | (51,434) | (16,640) | |
Gain (loss) on real estate dispositions, net | 71,102 | 1,064 | 69,681 | 20,466 | |
Income (loss) from continuing operations | 134,722 | (2,653) | 269,699 | 158,770 | |
Net income (loss) | 134,722 | (2,653) | 269,699 | 158,770 | |
Less: Net income (loss) attributable to noncontrolling interests | [1] | 7,252 | 4,114 | 13,516 | 13,828 |
Net income (loss) attributable to common stockholders | $ 127,470 | $ (6,767) | $ 256,183 | $ 144,942 | |
Weighted average number of common shares outstanding: | |||||
Basic (in shares) | 521,848 | 463,366 | 504,420 | 455,074 | |
Diluted (in shares) | 525,138 | 463,366 | 507,353 | 457,999 | |
Basic: | |||||
Income (loss) from continuing operations (in dollars per share) | $ 0.26 | $ (0.01) | $ 0.53 | $ 0.35 | |
Net income (loss) attributable to common stockholders (in dollars per share) | 0.24 | (0.01) | 0.51 | 0.32 | |
Diluted: | |||||
Income (loss) from continuing operations (in dollars per share) | 0.26 | (0.01) | 0.53 | 0.35 | |
Net income (loss) attributable to common stockholders (in dollars per share) | [2] | 0.24 | (0.01) | 0.50 | 0.32 |
Dividends declared and paid per common share (in dollars per share) | $ 0.61 | $ 0.61 | $ 1.83 | $ 1.83 | |
Net income (loss) | $ 134,722 | $ (2,653) | $ 269,699 | $ 158,770 | |
Other comprehensive income (loss): | |||||
Foreign currency translation gain (loss) | (165,186) | (372,494) | 35,098 | (746,165) | |
Derivative and financial instruments designated as hedges gain (loss) | 106,449 | 417,567 | (49,173) | 753,588 | |
Total other comprehensive income (loss) | (58,737) | 45,073 | (14,075) | 7,423 | |
Total comprehensive income (loss) | 75,985 | 42,420 | 255,624 | 166,193 | |
Less: Total comprehensive income (loss) attributable to noncontrolling interests | [3] | 2,283 | (20,741) | 16,410 | (24,798) |
Total comprehensive income (loss) attributable to common stockholders | 73,702 | 63,161 | 239,214 | 190,991 | |
Resident fees and services | |||||
Revenues: | |||||
Non-cash consideration | 1,199,808 | 1,068,706 | 3,490,942 | 3,073,040 | |
Interest income | |||||
Revenues: | |||||
Non-cash consideration | 42,220 | 37,791 | 117,335 | 113,925 | |
Other income | |||||
Revenues: | |||||
Non-cash consideration | $ 35,478 | $ 5,364 | $ 127,938 | $ 75,335 | |
[1]Includes amounts attributable to redeemable noncontrolling interests.[2]Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.[3] (1) Includes amounts attributable to redeemable noncontrolling interests. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Treasury Stock | Cumulative Net Income | Cumulative Dividends | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | |
Balances at beginning of period at Dec. 31, 2021 | $ 18,596,579 | $ 448,605 | $ 23,133,641 | $ (107,750) | $ 8,663,736 | $ (14,380,915) | $ (121,316) | $ 960,578 | |
Comprehensive income: | |||||||||
Net income (loss) | 64,677 | 61,925 | 2,752 | ||||||
Other comprehensive income (loss) | (15,691) | (17,156) | 1,465 | ||||||
Total comprehensive income | 48,986 | ||||||||
Net change in noncontrolling interests | (191,331) | (63,026) | (128,305) | ||||||
Amounts related to stock incentive plans, net of forfeitures | 2,677 | 166 | 7,279 | (4,768) | |||||
Net proceeds from issuance of common stock | 548,823 | 6,605 | 542,218 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (273,668) | (273,668) | |||||||
Balances at end of period at Mar. 31, 2022 | 18,732,066 | 455,376 | 23,620,112 | (112,518) | 8,725,661 | (14,654,583) | (138,472) | 836,490 | |
Comprehensive income: | |||||||||
Net income (loss) | 94,194 | 89,785 | 4,409 | ||||||
Other comprehensive income (loss) | (21,840) | (6,724) | (15,116) | ||||||
Total comprehensive income | 72,354 | ||||||||
Net change in noncontrolling interests | 112,033 | (6,760) | 118,793 | ||||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | 46,861 | (46,861) | ||||||
Amounts related to stock incentive plans, net of forfeitures | 7,398 | 20 | 6,551 | 827 | |||||
Net proceeds from issuance of common stock | 807,659 | 9,382 | 798,277 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (277,615) | (277,615) | |||||||
Balances at end of period at Jun. 30, 2022 | 19,453,895 | 464,778 | 24,465,041 | (111,691) | 8,815,446 | (14,932,198) | (145,196) | 897,715 | |
Comprehensive income: | |||||||||
Net income (loss) | (3,892) | (6,768) | 2,876 | ||||||
Other comprehensive income (loss) | 46,900 | 69,929 | (23,029) | ||||||
Total comprehensive income | 43,008 | ||||||||
Net change in noncontrolling interests | 10,401 | (2,400) | 12,801 | ||||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | 2,779 | (2,779) | ||||||
Redemption of OP Units and DownREIT Units | 0 | 5 | 201 | (206) | |||||
Amounts related to stock incentive plans, net of forfeitures | 6,073 | 3 | 6,151 | (81) | |||||
Net proceeds from issuance of common stock | 826,804 | 9,144 | 817,660 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (283,496) | (283,496) | |||||||
Balances at end of period at Sep. 30, 2022 | 20,056,685 | 473,930 | 25,289,432 | (111,772) | 8,808,678 | (15,215,694) | (75,267) | 887,378 | |
Balances at beginning of period at Dec. 31, 2022 | 21,009,553 | [1] | 491,919 | 26,742,750 | (111,001) | 8,804,950 | (15,514,097) | (119,707) | 714,739 |
Comprehensive income: | |||||||||
Net income (loss) | 28,361 | 25,673 | 2,688 | ||||||
Other comprehensive income (loss) | 11,171 | 8,148 | 3,023 | ||||||
Total comprehensive income | 39,532 | ||||||||
Net change in noncontrolling interests | 21,344 | (8,304) | 29,648 | ||||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | (6,139) | 6,139 | ||||||
Redemption of OP Units and DownREIT Units | 17,355 | 272 | 17,515 | (432) | |||||
Amounts related to stock incentive plans, net of forfeitures | 7,540 | 134 | 9,330 | (1,924) | |||||
Net proceeds from issuance of common stock | 410,465 | 5,603 | 404,862 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (301,829) | (301,829) | |||||||
Balances at end of period at Mar. 31, 2023 | 21,203,960 | 497,928 | 27,160,014 | (112,925) | 8,830,623 | (15,815,926) | (111,559) | 755,805 | |
Comprehensive income: | |||||||||
Net income (loss) | 106,545 | 103,040 | 3,505 | ||||||
Other comprehensive income (loss) | 33,061 | 28,651 | 4,410 | ||||||
Total comprehensive income | 139,606 | ||||||||
Net change in noncontrolling interests | (153,120) | 8,579 | (12,686) | (149,013) | |||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | (4,794) | 4,794 | ||||||
Redemption of OP Units and DownREIT Units | 0 | 1 | 18 | (19) | |||||
Amounts related to stock incentive plans, net of forfeitures | 12,024 | 43 | 11,088 | 893 | |||||
Net proceeds from issuance of common stock | 922,225 | 11,833 | 910,392 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (300,772) | (300,772) | |||||||
Balances at end of period at Jun. 30, 2023 | 21,823,923 | 509,805 | 28,085,297 | (112,032) | 8,933,663 | (16,116,698) | (95,594) | 619,482 | |
Comprehensive income: | |||||||||
Net income (loss) | 134,056 | 127,470 | 6,586 | ||||||
Other comprehensive income (loss) | (58,098) | (53,768) | (4,330) | ||||||
Total comprehensive income | 75,958 | ||||||||
Net change in noncontrolling interests | 53,995 | 56,824 | (2,829) | ||||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | (3,431) | 3,431 | ||||||
Redemption of OP Units and DownREIT Units | 0 | 62 | 2,488 | (2,550) | |||||
Amounts related to stock incentive plans, net of forfeitures | 8,537 | 8 | 8,810 | (281) | |||||
Net proceeds from issuance of common stock | 1,930,131 | 24,043 | 1,906,088 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (318,718) | (318,718) | |||||||
Balances at end of period at Sep. 30, 2023 | $ 23,573,826 | $ 533,918 | $ 30,056,076 | $ (112,313) | $ 9,061,133 | $ (16,435,416) | $ (149,362) | $ 619,790 | |
[1]The consolidated balance sheet at December 31, 2022 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Operating activities: | |||
Net income | $ 269,699 | $ 158,770 | |
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | |||
Depreciation and amortization | 1,020,371 | 968,082 | |
Other amortization expenses | 31,002 | 20,643 | |
Provision for loan losses, net | 7,292 | (149) | |
Impairment of assets | 21,103 | 4,356 | |
Stock-based compensation expense | 28,781 | 19,456 | |
Loss (gain) on derivatives and financial instruments, net | 5,095 | 8,076 | |
Loss (gain) on extinguishment of debt, net | 7 | 593 | |
Loss (income) from unconsolidated entities | 51,434 | 16,640 | |
Rental income less than (in excess of) cash received | (96,345) | (79,571) | |
Amortization related to above (below) market leases, net | (436) | (1,199) | |
Loss (gain) on real estate dispositions, net | (69,681) | (20,466) | |
Loss (gain) on loss of control of subsidiary | (65,485) | 0 | |
Distributions by unconsolidated entities | 9,055 | 8,648 | |
Increase (decrease) in accrued expenses and other liabilities | 95,695 | 96,250 | |
Decrease (increase) in receivables and other assets | (76,228) | (124,807) | |
Net cash provided from (used in) operating activities | 1,231,359 | 1,075,322 | |
Investing activities: | |||
Cash disbursed for acquisitions, net of cash acquired | (1,073,627) | (2,292,998) | |
Cash disbursed for capital improvements to existing properties | (334,090) | (315,835) | |
Cash disbursed for construction in progress | (730,712) | (463,465) | |
Capitalized interest | (36,152) | (20,729) | |
Investment in loans receivable | (328,554) | (133,179) | |
Principal collected on loans receivable | 68,404 | 172,380 | |
Other investments, net of payments | (95,366) | (62,625) | |
Contributions to unconsolidated entities | (267,359) | (390,493) | |
Distributions by unconsolidated entities | 145,985 | 34,256 | |
Proceeds from (payments on) derivatives | 3,933 | 63,747 | |
Proceeds from sales of real property | 83,984 | 124,431 | |
Net cash provided from (used in) investing activities | (2,563,554) | (3,284,510) | |
Financing activities: | |||
Net increase (decrease) under unsecured credit facility and commercial paper | 0 | ||
Net increase (decrease) under unsecured credit facility and commercial paper | 329,780 | ||
Net proceeds from issuance of senior unsecured notes | 1,011,780 | 1,040,232 | |
Net proceeds from the issuance of secured debt | 381,369 | 89,804 | |
Payments on secured debt | (439,027) | (320,377) | |
Net proceeds from the issuance of common stock | 3,265,056 | 2,184,953 | |
Payments for deferred financing costs and prepayment penalties | (7,619) | (4,881) | |
Contributions by noncontrolling interests | [1] | 211,071 | 47,503 |
Distributions to noncontrolling interests | [1] | (179,476) | (221,754) |
Cash distributions to stockholders | (922,288) | (833,296) | |
Other financing activities | (9,763) | (7,730) | |
Net cash provided from (used in) financing activities | 3,311,103 | 2,304,234 | |
Effect of foreign currency translation on cash and cash equivalents and restricted cash | (14,489) | (16,617) | |
Increase (decrease) in cash, cash equivalents and restricted cash | 1,964,419 | 78,429 | |
Cash, cash equivalents and restricted cash at beginning of period | 722,292 | 346,755 | |
Cash, cash equivalents and restricted cash at end of period | 2,686,711 | 425,184 | |
Supplemental cash flow information: | |||
Interest paid | 422,327 | 364,345 | |
Income taxes paid (received), net | $ 4,092 | $ 6,725 | |
[1] (1) Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties. As of May 24, 2022, we are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.733% for the nine months ended September 30, 2023. As of September 30, 2023, Welltower owned 99.751% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 0.249% of outsta nding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP. |
Accounting Policies and Related
Accounting Policies and Related Matters | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023 are not necessarily an indication of the results that may be expected for the year ending December 31, 2023. 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, 2022. Impact of COVID-19 Pandemic & Government Grants The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants in the future is uncertain and cannot be predicted with confidence. We have received government grants under the CARES Act, as well as under similar progra ms in the U.K. and Canada, primarily to cover increased expenses and lost revenue during the COVID-19 pandemic. We recognized $4,912,000 and $20,067,000 during the three and nine months ended September 30, 2023, respectively, as compared to $5,573,000 and $33,137,000 during the three and nine months ended September 30, 2022, respectively. These grants represent a reduction to property operating expenses in o ur Consolidated Statements of Comprehensive Income. The amount of qualifying expenditures and lost revenue exceeded grant income recognized and we believe we have complied and will continue to comply with all grant conditions. In the event of non-compliance, all such amounts are subject to recapture. New Accounting Standards In March 2020, the FASB issued an amendment to the reference rate reform standard, which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. In December 2022, the FASB extended the date for which this guidance can be applied from December 31, 2022 to December 31, 2024. We continue to monitor developments related to the LIBOR transition and identification of an alternative, market-accepted rate. |
Real Property Acquisitions and
Real Property Acquisitions and Development | 9 Months Ended |
Sep. 30, 2023 | |
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 and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. 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, 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. The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 58,049 $ 58,797 $ 72,992 $ 189,838 $ 199,892 $ — $ 65,688 $ 265,580 Buildings and improvements 411,273 430,041 314,892 1,156,206 1,988,999 172 249,660 2,238,831 Acquired lease intangibles 25,617 — 45,936 71,553 109,049 — 33,978 143,027 Construction in progress 165,934 — — 165,934 108,141 — — 108,141 Right of use assets, net 16,539 — 927 17,466 169 — 3,852 4,021 Total net real estate assets 677,412 488,838 434,747 1,600,997 2,406,250 172 353,178 2,759,600 Receivables and other assets 16,789 — 545 17,334 10,410 — 460 10,870 Total assets acquired (1) 694,201 488,838 435,292 1,618,331 2,416,660 172 353,638 2,770,470 Secured debt (292,160) — (40,953) (333,113) (219,067) — — (219,067) Lease liabilities (16,539) — (953) (17,492) — — (3,852) (3,852) Accrued expenses and other liabilities (10,825) — (10,832) (21,657) (111,373) — (1,294) (112,667) Total liabilities acquired (319,524) — (52,738) (372,262) (330,440) — (5,146) (335,586) Noncontrolling interests (2) — — (775) (775) (115,112) (4) (975) (116,091) Non-cash acquisition related activity (3) (171,667) — — (171,667) (25,795) — — (25,795) Cash disbursed for acquisitions 203,010 488,838 381,779 1,073,627 1,945,313 168 347,517 2,292,998 Construction in progress additions 450,205 25,646 297,862 773,713 343,000 64,091 75,460 482,551 Less: Capitalized interest (28,289) (2,416) (5,447) (36,152) (16,464) (3,088) (1,177) (20,729) Accruals (4) 3,447 (2,692) (7,604) (6,849) (2,809) — 4,452 1,643 Cash disbursed for construction in progress 425,363 20,538 284,811 730,712 323,727 61,003 78,735 463,465 Capital improvements to existing properties 261,935 17,933 54,222 334,090 232,618 39,526 43,691 315,835 Total cash invested in real property, net of cash acquired $ 890,308 $ 527,309 $ 720,812 $ 2,138,429 $ 2,501,658 $ 100,697 $ 469,943 $ 3,072,298 (1) Excludes $6,431,000 of unrestricted and restricted cash acquired during the nine months ended September 30, 2022. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. For the nine months ended September 30, 2022, 1,227,000 OP Units were issued as a component of funding for certain transactions. (3) Relates to the acquisition of assets recognized as investments in unconsolidated entities. (4) R epresents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period. Effective on April 1, 2022, our leasehold interest relating to the master lease with National Health Investors, Inc. ("NHI") for 17 properties assumed in conjunction with the Holiday Retirement acquisition was terminated as a result of the transition or sale of the properties by NHI. The lease termination was part of an agreement to resolve outstanding litigation with NHI. In conjunction with the agreement, a wholly-owned subsidiary and the lessee on the master lease agreed to release $6,883,000 of cash to the landlord, which represents the net cash flow generated from the properties since we assumed the leasehold interest. Additionally, in connection with the lease termination, during the nine months ended September 30, 2022, we recognized $58,621,000 in other income on our Consolidated Statements of Comprehensive Income from the derecognition of the right of use asset and related lease liability. During the three months ended September 30, 2023, we paid $69,606,000 to acquire the 45% redeemable noncontrolling ownership interest in two consolidated joint ventures with the Canadian Pension Plan Investment Board, which owned interests in ten medical office buildings. In conjunction with the transaction $118,256,000 was removed from redeemable noncontrolling interests with the difference recorded to capital in excess of par value on our Consolidated Balance Sheets. The transaction is excluded from the table above. In October 2023, we purchased 12 Seniors Housing Operating properties in Canada for a total purchase price of $678 million through a 95% owned and consolidated partnership with Cogir Management Corporation owning the remaining 5%. In conjunction with this transaction, we assumed $59 million of secured debt. 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): Nine Months Ended September 30, 2023 September 30, 2022 Development projects: Seniors Housing Operating $ 280,333 $ 182,421 Triple-net 141,142 — Outpatient Medical 30,071 — Total development projects 451,546 182,421 Expansion projects 62,292 — Total construction in progress conversions $ 513,838 $ 182,421 |
Real Estate Intangibles
Real Estate Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Real Estate Intangibles | Real Estate Intangibles The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands): September 30, 2023 December 31, 2022 Assets: In place lease intangibles $ 1,805,745 $ 1,817,580 Above market tenant leases 66,707 57,203 Lease commissions 89,347 70,675 Gross historical cost 1,961,799 1,945,458 Accumulated amortization (1,575,962) (1,484,048) Net book value $ 385,837 $ 461,410 Liabilities: Below market tenant leases $ 71,087 $ 77,985 Accumulated amortization (47,171) (52,701) Net book value $ 23,916 $ 25,284 The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Rental income related to (above)/below market tenant leases, net $ 152 $ 358 $ 327 $ 1,094 Amortization related to in place lease intangibles and lease commissions (47,556) (60,176) (157,481) (158,364) |
Dispositions, Real Property Hel
Dispositions, Real Property Held for Sale and Impairment | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions, Real Property Held for Sale and Impairment | Dispositions, Real Property Held for Sale and Impairment 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 September 30, 2023, 18 Seniors Housing Operating properties and two Outpatient Medical properties with an aggregate real estate balance of $355,380,000 were classified as held for sale. In addition to the real property balances, secured debt balances of $166,312,000 and net other assets and (liabilities) of $37,072,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties are approximately $518,443,000, which includes non-cash consideration relating to 14 Canadian Revera properties discussed below. During the nine months ended September 30, 2023, we recorded $15,401,000 of impairment charges related to four Seniors Housing Operating properties and one Triple-net property classified as held for sale for which the carrying value exceeded the estimated fair value less costs to sell, as well as $5,702,000 of impairment charges related to two Seniors Housing Operating properties and one Triple-net property classified as held for use for which the carrying value exceeded the estimated fair value. During the nine months ended September 30, 2022, we recorded $4,356,000 of impairment charges related to two Triple-net properties and one Outpatient Medical property classified as held for use for which the carrying value exceeded the estimated fair value. Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of September 30, 2023 of $1,482,000 and $53,479,000 for the three and nine months ended September 30, 2023 and $(633,000) and $990,000 for the same periods in 2022, respectively. The following is a summary of our real property disposition activity for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Real estate dispositions: Seniors Housing Operating (1) $ 371,143 $ 13,470 Triple-net 6,391 89,827 Outpatient Medical — 393 Total dispositions 377,534 103,690 Gain (loss) on real estate dispositions, net 69,681 20,466 Net other assets/(liabilities) disposed (1,401) 275 Non-cash consideration (361,830) — Cash proceeds from real estate dispositions $ 83,984 $ 124,431 (1) Dispositions occurring in the nine months ended September 30, 2023 include the disposition of unconsolidated equity method investments related to Revera. See discussion below for further information. Strategic Dissolution of Revera Joint Ventures During the quarter ended June 30, 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada. The transactions include acquiring the remaining interests in 110 properties from Revera, while simultaneously selling interests in 31 properties to Revera. In June 2023, we closed the U.K. portfolio portion of the transaction through the acquisition of the remaining ownership interest in 29 properties previously held in two separate consolidated joint venture structures in which we owned 75% and 90% of the interests in exchange for the disposition to Revera of our interests in four properties. In addition, we received cash from Revera of $107,341,000 relating to the net settlement of loans previously made to the joint ventures. Operations for the 29 retained properties were transitioned to Avery Healthcare. Total proceeds related to the four properties disposed were $222,521,000, which included non-cash consideration from Revera of $241,728,000, comprised of the fair value of interests received by us of $198,837,000 and an allocation of Revera's noncontrolling interests of $42,891,000, partially offset by $9,049,000 of transaction-related expenses as well as the $10,158,000 of cash paid to equalize the value exchanged between the parties. We disposed of net real property owned of $224,208,000, resulting in a loss of $1,687,000 recognized within gain (loss) on real estate dispositions, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 29 properties was comprised of the fair value of interests transferred by us of $198,837,000 and $5,776,000 of cash paid for transaction-related expenses. We derecognized $180,497,000 of noncontrolling interests and $22,270,000 of liabilities previously due to Revera with an adjustment of $1,846,000 recognized in capital in excess of par value. The non-cash investing activity with respect to the sale of the four properties and non-cash financing activity with respect to the acquisition of Revera's interests in the 29 properties has been excluded from our Consolidated Statement of Cash Flows. We closed the portion of the transactions predominantly related to the U.S. portfolio during the third quarter of 2023 through (i) the acquisition of the remaining interests in ten properties currently under development or recently developed by Sunrise Senior Living that were previously held within an equity method joint venture owned 34% by us and 66% by Revera, (ii) the disposition of our minority interests in 12 U.S. properties and one Canadian development project and (iii) the disposition of our 34% interest in the Sunrise Senior Living management company. We recorded net real estate investments of $479,525,000 related to the ten acquired and now consolidated properties, which was comprised of $31,456,000 of cash consideration and $448,069,000 of non-cash consideration. Non-cash consideration primarily includes $270,486,000 of assumed mortgage debt secured by the acquired properties, which was subsequently repaid in full by us immediately following the transaction, $47,734,000 of carryover investment from our prior 34% equity method ownership interest and $119,258,000 of fair value interests in the 13 properties transferred by us to Revera. We also derecognized $56,905,000 of equity method investments related to the 13 properties retained by Revera and recorded a gain on real estate dispositions of $62,075,000. In conjunction with this transaction, operations for two of the now wholly-owned properties, along with operations for 26 existing wholly-owned properties, transitioned to Oakmont Management Group. The non-cash investing activity with respect to the fair value of interests exchanged in the transaction, non-cash investing activity with respect to the carrying value of prior equity method interests now included in the basis of the acquired properties and non-cash financing activity with respect to the assumption of the secured mortgage debt have been excluded from our Consolidated Statements of Cash Flows. During the three months ended June 30, 2023, we also recognized an impairment charge of $28,708,000 in income from unconsolidated entities on our Consolidated Statements of Comprehensive Income calculated as the excess of the carrying value of our investment in the Sunrise Senior Living management company and compared to estimated sales proceeds for its sale, which were subsequently received when the transaction closed in July. The Canadian portfolio consists of 85 properties in a joint venture owned 75% by us and 25% by Revera. As a part of the transaction, we intend to acquire Revera's interest in 71 properties and sell our interests in the remaining 14 properties. To date, operations for 18 of the 71 retained properties have transitioned to new operators. We anticipate closing the remainder of the operator transitions and the real estate transaction at year end subject to customary closing conditions. Genesis HealthCare As part of the substantial exit of the Genesis HealthCare operating relationship, which we disclosed on March 2, 2021, we transitioned the sublease of a portfolio of seven facilities from Genesis HealthCare to Complete Care Management in the second quarter of 2021. As part of the March 2021 transaction, we entered into a forward sale agreement for the seven properties valued at $182,618,000, which was expected to close when the Welltower-held purchase option became exercisable. As of March 31, 2023, the right of use assets related to the properties were $115,359,000 and were reflected as held for sale with the corresponding lease liabilities of $66,530,000 on our Consolidated Balance Sheet. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
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. The components of lease expense were as follows for the periods presented (in thousands): Nine Months Ended Classification September 30, 2023 September 30, 2022 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 16,663 $ 16,767 Non-real estate investment lease expense General and administrative expenses 5,392 4,174 Finance lease cost: Amortization of leased assets Property operating expenses 4,774 4,927 Interest on lease liabilities Interest expense 3,008 4,584 Sublease income Rental income (3,933) (8,537) Total $ 25,904 $ 21,915 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification September 30, 2023 December 31, 2022 Right of use assets: Operating leases - real estate Right of use assets, net $ 284,903 $ 287,984 Finance leases - real estate Right of use assets, net 53,790 35,958 Real estate right of use assets, net 338,693 323,942 Operating leases - non-real estate investments Receivables and other assets 7,528 10,119 Finance leases - held for sale (1) Real property held for sale, net of accumulated depreciation — 116,453 Total right of use assets, net $ 346,221 $ 450,514 Lease liabilities: Operating leases $ 299,933 $ 302,360 Financing leases 65,182 113,464 Total $ 365,115 $ 415,824 (1) During the nine months ended September 30, 2023, we contributed finance leases at seven properties previously classified as held for sale into a newly formed unconsolidated joint venture, which recognized the purchase option within the leases. See Note 5 for further discussion. 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. During the nine months ended September 30, 2023, we wrote-off previously recognized straight-line rent receivable balances of $12,610,000 through a reduction of rental income, which relate to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the nine months ended September 30, 2023, we recognized $1,152,005,000 of rental income related to operating leases, of which $163,980,000 was for variable lease payments that primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the nine months ended September 30, 2022, we recognized $1,079,784,000 of rental income related to operating leases, of which $145,541,000 was for variable lease payments. For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $341,172,000 and $304,338,000 for the nine months ended September 30, 2023 and 2022, respectively. |
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. The components of lease expense were as follows for the periods presented (in thousands): Nine Months Ended Classification September 30, 2023 September 30, 2022 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 16,663 $ 16,767 Non-real estate investment lease expense General and administrative expenses 5,392 4,174 Finance lease cost: Amortization of leased assets Property operating expenses 4,774 4,927 Interest on lease liabilities Interest expense 3,008 4,584 Sublease income Rental income (3,933) (8,537) Total $ 25,904 $ 21,915 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification September 30, 2023 December 31, 2022 Right of use assets: Operating leases - real estate Right of use assets, net $ 284,903 $ 287,984 Finance leases - real estate Right of use assets, net 53,790 35,958 Real estate right of use assets, net 338,693 323,942 Operating leases - non-real estate investments Receivables and other assets 7,528 10,119 Finance leases - held for sale (1) Real property held for sale, net of accumulated depreciation — 116,453 Total right of use assets, net $ 346,221 $ 450,514 Lease liabilities: Operating leases $ 299,933 $ 302,360 Financing leases 65,182 113,464 Total $ 365,115 $ 415,824 (1) During the nine months ended September 30, 2023, we contributed finance leases at seven properties previously classified as held for sale into a newly formed unconsolidated joint venture, which recognized the purchase option within the leases. See Note 5 for further discussion. 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. During the nine months ended September 30, 2023, we wrote-off previously recognized straight-line rent receivable balances of $12,610,000 through a reduction of rental income, which relate to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the nine months ended September 30, 2023, we recognized $1,152,005,000 of rental income related to operating leases, of which $163,980,000 was for variable lease payments that primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the nine months ended September 30, 2022, we recognized $1,079,784,000 of rental income related to operating leases, of which $145,541,000 was for variable lease payments. For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $341,172,000 and $304,338,000 for the nine months ended September 30, 2023 and 2022, respectively. |
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. The components of lease expense were as follows for the periods presented (in thousands): Nine Months Ended Classification September 30, 2023 September 30, 2022 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 16,663 $ 16,767 Non-real estate investment lease expense General and administrative expenses 5,392 4,174 Finance lease cost: Amortization of leased assets Property operating expenses 4,774 4,927 Interest on lease liabilities Interest expense 3,008 4,584 Sublease income Rental income (3,933) (8,537) Total $ 25,904 $ 21,915 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification September 30, 2023 December 31, 2022 Right of use assets: Operating leases - real estate Right of use assets, net $ 284,903 $ 287,984 Finance leases - real estate Right of use assets, net 53,790 35,958 Real estate right of use assets, net 338,693 323,942 Operating leases - non-real estate investments Receivables and other assets 7,528 10,119 Finance leases - held for sale (1) Real property held for sale, net of accumulated depreciation — 116,453 Total right of use assets, net $ 346,221 $ 450,514 Lease liabilities: Operating leases $ 299,933 $ 302,360 Financing leases 65,182 113,464 Total $ 365,115 $ 415,824 (1) During the nine months ended September 30, 2023, we contributed finance leases at seven properties previously classified as held for sale into a newly formed unconsolidated joint venture, which recognized the purchase option within the leases. See Note 5 for further discussion. 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. During the nine months ended September 30, 2023, we wrote-off previously recognized straight-line rent receivable balances of $12,610,000 through a reduction of rental income, which relate to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the nine months ended September 30, 2023, we recognized $1,152,005,000 of rental income related to operating leases, of which $163,980,000 was for variable lease payments that primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the nine months ended September 30, 2022, we recognized $1,079,784,000 of rental income related to operating leases, of which $145,541,000 was for variable lease payments. For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $341,172,000 and $304,338,000 for the nine months ended September 30, 2023 and 2022, respectively. |
Loans Receivable
Loans Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Loans Receivable | Loans Receivable Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets. Real estate loans receivable consists of mortgage loans and other real estate loans, which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, as well as corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of the risk of credit loss. Accrued interest receivable was $29,976,000 an d $22,878,000 as of September 30, 2023 and December 31, 2022, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands): September 30, 2023 December 31, 2022 Mortgage loans $ 961,268 $ 707,464 Other real estate loans 238,145 195,566 Allowance for credit losses on real estate loans receivable (18,148) (12,186) Real estate loans receivable, net of credit allowance 1,181,265 890,844 Non-real estate loans 484,617 441,231 Allowance for credit losses on non-real estate loans receivable (173,616) (152,063) Non-real estate loans receivable, net of credit allowance 311,001 289,168 Total loans receivable, net of credit allowance $ 1,492,266 $ 1,180,012 The following is a summary of our loan activity for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Advances on loans receivable $ 328,554 $ 133,179 Less: Receipts on loans receivable 68,404 172,380 Net cash advances (receipts) on loans receivable $ 260,150 $ (39,201) The allowance for credit losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of each of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality, we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. The following is a summary of our loans by credit loss category (in thousands): September 30, 2023 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2023 $ 237,632 $ (172,342) $ 65,290 9 Collective loan pool 2007 - 2018 222,062 (2,952) 219,110 13 Collective loan pool 2019 23,467 (312) 23,155 4 Collective loan pool 2020 34,411 (457) 33,954 5 Collective loan pool 2021 752,268 (10,195) 742,073 11 Collective loan pool 2022 121,781 (1,619) 120,162 18 Collective loan pool 2023 292,409 (3,887) 288,522 10 Total loans $ 1,684,030 $ (191,764) $ 1,492,266 70 The total allowance for credit losses balance is deemed sufficient to absorb expected losses relating to our loan portfolio. The following is a summary of the allowance for credit losses on loans receivable for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Balance at beginning of period $ 164,249 $ 166,785 Provision for loan losses, net (1) 6,280 (149) Purchased deteriorated loan 19,077 — Reserve for unrecognized interest added to principal 2,066 — Foreign currency translation 92 (1,871) Balance at end of period $ 191,764 $ 164,765 (1) Excludes the provision for loan loss on held-to-maturity debt securities. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2023 | |
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. Our share of the results of operations for these properties has 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) September 30, 2023 December 31, 2022 Seniors Housing Operating 10% to 95% $ 1,191,979 $ 1,171,307 Triple-net 10% to 88% 142,295 111,812 Outpatient Medical 15% to 50% 233,822 216,671 Total $ 1,568,096 $ 1,499,790 (1) As of September 30, 2023 and includes ownership of investments classified as liabilities and excludes ownership of in substance real estate. At September 30, 2023, the aggregate unamortized basis difference of our joint venture investments of $143,648,000 is primarily attributable to the difference between the amount for which we purchased 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. We have made l oans related to 23 properties as of September 30, 2023 for the development and construction of certain properties that have a carrying value of $789,328,000. We believe that such borrowers typically represent variable interest entities ("VIE" or "VIEs") in accordance with ASC 810, "Consolidation." VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on, among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower's equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We expect to fund an additional $134,735,000 rela ted to these investments. |
Credit Concentration
Credit Concentration | 9 Months Ended |
Sep. 30, 2023 | |
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 nine months ended September 30, 2023, excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Integra Healthcare Properties 147 $ 161,628 8% Sunrise Senior Living 85 118,663 6% Cogir Management Corporation 48 70,241 4% Oakmont Management Group 64 67,329 3% Avery Healthcare 84 65,996 3% Remaining portfolio 1,387 1,492,665 76% Totals 1,815 1,976,522 100% (1) Integra Healthcare Properties is in our Triple-net segment. Sunrise Senior Living, Cogir Management Corporation, and Oakmont Management Group are in our Seniors Housing Operating segment. Avery Healthcare operates assets in both our Seniors Housing Operating and Triple-net segments. (2) NOI with our top five relationships comprised 30% of total NOI for the year ended December 31, 2022. |
Borrowings Under Credit Facilit
Borrowings Under Credit Facilities and Commercial Paper Program | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facilities and Commercial Paper Program | Borrowings Under Credit Facilities and Commercial Paper Program At September 30, 2023, we had a primary unsecured credit facility with a consortium of 31 banks that included a $4,000,000,000 unsecured revolving credit facility, a $1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $1,000,000,000 tranche that matures on June 4, 2026 (none outstanding at September 30, 2023) and a $3,000,000,000 tranche that matures on June 4, 2025 ( none outstanding at September 30, 2023). The term credit facilities mature on July 19, 2026. Each tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an additional $1,250,000,000, 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 September 30, 2023). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under the unsecured revolving credit facility currently bear interest at 0.775% over the adjusted SOFR rate at September 30, 2023. 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 September 30, 2023. Under the terms of our commercial paper 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 (none outstanding at September 30, 2023). 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Balance outstanding at quarter end $ — $ 655,000 $ — $ 655,000 Maximum amount outstanding at any month end $ — $ 1,565,000 $ 205,000 $ 1,565,000 Average amount outstanding (total of daily principal balances divided by days in period) $ — $ 1,047,631 $ 21,703 $ 937,045 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) — % 2.76 % 5.05 % 1.58 % |
Senior Unsecured Notes and Secu
Senior Unsecured Notes and Secured Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Senior Unsecured Notes and Secured Debt | Senior Unsecured Notes and Secured Debt At September 30, 2023, the annual principal payments due on our debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (3) Totals 2023 $ — $ 221,074 $ 221,074 2024 1,350,000 460,313 1,810,313 2025 1,260,000 414,358 1,674,358 2026 700,000 141,748 841,748 2027 (4, 5) 1,906,354 187,805 2,094,159 Thereafter (6, 7) 8,417,470 990,833 9,408,303 Total principal balance 13,633,824 2,416,131 16,049,955 Unamortized discounts and premiums, net (26,488) — (26,488) Unamortized debt issuance costs, net (76,884) (20,625) (97,509) Fair value adjustments and other, net (76,467) (15,253) (91,720) Total carrying value of debt $ 13,453,985 $ 2,380,253 $ 15,834,238 (1) Annual interest rates range fro m 2.05% to 6.50%. (2) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly-owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP. (3) Annual interest rates range from 1.25% to 8.50%. Gross real property value of the properties securing the debt totaled $5,257,776,000 at September 30, 2023. (4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $184,706,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2023). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (6.28% at September 30, 2023) and Canadian Dealer Offered Rate plus 0.85% (6.24% at September 30, 2023), respectively. (5) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $221,648,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2023). (6) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $671,770,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on September 30, 2023). (7) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $610,700,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on September 30, 2023). The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 12,584,529 4.06% $ 11,707,961 3.67% Debt issued 1,035,000 2.75% 1,050,000 3.08% Foreign currency 14,295 4.65% (278,949) 4.51% Ending balance $ 13,633,824 4.02% $ 12,479,012 3.86% Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments. 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, subject to certain contractual restrictions, at a redemption price equal to the sum of: (i) 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 (ii) 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. Exchangeable Senior Unsecured Notes In May 2023, Welltower OP issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028 (the "Exchangeable Notes" or the "Notes") unless earlier exchanged, purchased or redeemed. The Exchangeable Notes will pay interest semi-annually in arrears on May 15 and November 15 of each year. The net proceeds from the offering of the Exchangeable Notes were approximately $1,011,780,000 after deducting the underwriting fees and other expenses. We recognized contractual interest expense on the Exchangeable Notes of approximately $7,116,000 and $11,069,000 for the three and nine month periods ended September 30, 2023, respectively. Additionally, amortization of related issuance costs for the three and nine month periods ending September 30, 2023 were $1,117,000 and $1,810,000 respectively. Unamortized issuance costs were $21,410,000 as of September 30, 2023. Prior to the close of business on the business day immediately preceding November 15, 2027, the No tes are exchangeable at the option of the holders only upon certain circumstances and during certain periods, including upon a notice of redemption described below. On or after November 15, 2027, the Notes will be exchangeable at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the maturity date. Welltower OP will settle exchanges of the Notes by delivering cash up to the principal amount of the Notes exchanged and, in respect of the remainder of the exchanged value, if any, in excess thereof, cash or shares of Welltower's common stock, or a combination thereof, at the election of Welltower OP. The exchange rate initially equals 10.4808 shares of common stock per $1,000 principal amount of Notes (equivalent to an exchange price of approximately $95.41 per share of common stock). The exchange rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. Welltower OP may redeem the Notes, at its option, in whole or in part, on any business day on or after May 20, 2026, if the last reported sales price of the common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Welltower OP provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date. The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,129,954 4.33% $ 2,202,312 3.03% Debt issued 381,369 5.10% 89,804 4.57% Debt assumed 344,023 7.02% 221,159 4.32% Debt extinguished (397,381) 6.61% (276,252) 4.28% Principal payments (41,646) 3.85% (44,125) 3.36% Foreign currency (188) 3.91% (71,577) 3.17% Ending balance $ 2,416,131 4.83% $ 2,121,321 3.91% |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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 contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks. Cash Flow Hedges and Fair Value 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 are used to hedge the variable cash flows associated with variable-rate debt. Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. During the nine months ended September 30, 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March 2022 senior note issuance. As of September 30, 2023, the carrying amount of the notes, exclusive of the hedge, is $545,749,000. The fair value of the swap as of September 30, 2023 was ($76,467,000) and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets. 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 earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in other comprehensive income ("OCI"), are expected to be reclassified into earnings in the next 12 months. 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 nine months ended September 30, 2023 and 2022, we settled certain net investment hedges generating cash proceeds of $1,994,000 and $61,853,000, 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. Equity Warrants We received equity warrants through our lending activities, which were accounted for as loan origination fees. The warrants provide us the right to participate in the capital appreciation of the underlying HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives under ASC Topic 815. The warrants are classified within receivables and other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within gain (loss) on derivatives and financial instruments in our Consolidated Statements of Comprehensive Income. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): September 30, 2023 December 31, 2022 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 1,725,000 $ 1,075,000 Denominated in Pound Sterling £ 1,890,708 £ 1,890,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pound Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps and caps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 397,601 $ 25,000 Interest rate swaps designated as fair value hedges: Denominated in U.S Dollars $ 550,000 $ 550,000 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ — $ 26,137 Foreign currency exchange contracts denominated in Canadian Dollars $ 80,000 $ 80,000 (1) At September 30, 2023, the maximum maturity date was September 1, 2028. The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Description Location 2023 2022 2023 2022 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 4,833 $ 8,236 $ 14,211 $ 23,262 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ 1,488 $ 4,215 $ 59 $ 5,349 Gain (loss) on equity warrants recognized in income Gain (loss) on derivatives and financial instruments, net $ (2,876) $ (6,083) $ (5,003) $ (6,604) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 106,449 $ 417,567 $ (49,173) $ 753,588 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At September 30, 2023, we ha d 24 outstanding letter of credit obligations totaling $70,344,000 and expiring between 2023 and 2024. At September 30, 2023, we had outstanding construction in progress of $1,338,076,000 and committed to providing additional funds of approximately $1,480,711,000 to complete construction. Additionally, at September 30, 2023, we had outstanding investments classified as in substance real estate of $789,328,000 and committed to provide additional funds of $134,735,000 (see Note 8 for additional information). Purchase obligations at September 30, 2023 include $588,234,000 representing a definitive agreement to acquire 12 Seniors Housing Operating properties in October 2023 (see Note 3 for additional information) and $73,194,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenants are increased to reflect the additional investment in the property. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: September 30, 2023 December 31, 2022 Preferred Stock, $1.00 par value: Authorized shares 50,000,000 50,000,000 Issued shares — — Outstanding shares — — Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 534,047,596 492,283,488 Outstanding shares 532,268,482 490,508,937 Common Stock In August 2023, we entered into an equity distribution agreement whereby we can offer and sell up to $4,000,000,000 aggregate amount of our common stock ("ATM Program"). Our prior equity distribution agreement dated May 3, 2023, allowing us to sell up to $2,532,139,425 aggregate amount of our common stock, was terminated as a result. The ATM Program also allows us to enter into forward sale agreements (none outstanding at September 30, 2023). As of September 30, 2023, we had $2,887,663,000 of remaining capacity under the ATM Program. During October 2023, we sold 3,699,546 shares of common stock under our ATM Program. The following is a summary of our common stock issuances during the nine months ended September 30, 2023 and 2022 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2022 Option exercises 2,433 $ 67.00 $ 163 $ 163 2022 ATM Program issuances 25,128,285 88.39 2,221,023 2,184,790 2022 Redemption of OP Units and DownREIT Units 5,498 — — 2022 Stock incentive plans, net of forfeitures 140,833 — — 2022 Totals 25,277,049 $ 2,221,186 $ 2,184,953 2023 Option exercises 1,708 $ 63.65 $ 109 $ 109 2023 ATM Program issuances 41,477,572 79.08 3,279,956 3,264,947 2023 Redemption of OP Units and DownREIT Units 334,582 — — 2023 Stock incentive plans, net of forfeitures (54,317) — — 2023 Totals 41,759,545 $ 3,280,065 $ 3,265,056 Dividends The following is a summary of our dividend payments (in thousands, except per share amounts): Nine Months Ended September 30, 2023 September 30, 2022 Per Share Amount Per Share Amount Common stock $ 1.83 $ 921,319 $ 1.83 $ 834,779 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) as of the dates presented (in thousands): September 30, 2023 December 31, 2022 Foreign currency translation $ (1,095,799) $ (1,115,317) Derivative and financial instruments designated as hedges 946,437 995,610 Total accumulated other comprehensive income (loss) $ (149,362) $ (119,707) |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Stock Incentive PlansIn March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan ("2022 Plan"), which authorizes up to 10,000,000 shares of common stock or units to be issued at the discretion of the Compensation Committee of the Board of Directors. Awards granted after March 28, 2022 are issued out of the 2022 Plan. The awards granted under the 2016 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted stock units generally range from three |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 127,470 $ (6,767) $ 256,183 $ 144,942 Adjustment for net income (loss) attributable to OP Units and DownREIT Units 64 (7) (103) 99 Numerator for diluted earnings per share $ 127,534 $ (6,774) $ 256,080 $ 145,041 Denominator for basic earnings per share - weighted average shares 521,848 463,366 504,420 455,074 Effect of dilutive securities: Employee stock options 39 7 24 26 Non-vested restricted shares and units 1,141 1,238 968 1,127 OP Units and DownREIT Units 2,085 2,316 1,914 1,749 Employee stock purchase program 25 23 27 23 Dilutive potential common shares 3,290 3,584 2,933 2,925 Denominator for diluted earnings per share - adjusted weighted average shares 525,138 463,366 507,353 457,999 Basic earnings per share $ 0.24 $ (0.01) $ 0.51 $ 0.32 Diluted earnings per share $ 0.24 $ (0.01) $ 0.50 $ 0.32 As of September 30, 2022 , outstanding forward sales agreements for the sale of 17,964,603 shares were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the period. There were no outstanding forward sales agreements a |
Disclosure about Fair Value of
Disclosure about Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Disclosure about Fair Value of Financial Instruments | Disclosure about Fair Value of Financial Instruments Fair value is defined 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. A three-level valuation hierarchy exists for disclosures of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for additional information. The three levels are defined below: • 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, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-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. Equity Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate portfolio, marketability discount for private company warrants, dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate. Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured 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 is 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. Redeemable DownREIT Unitholder Interests — Our redeemable DownREIT Unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount, in which case the redeemable DownREIT Unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and income or loss attributable to the unitholders. 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): September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 948,294 $ 1,023,027 $ 697,906 $ 739,159 Other real estate loans receivable 232,971 232,122 192,938 190,977 Equity securities 18 18 111 111 Cash and cash equivalents 2,582,037 2,582,037 631,681 631,681 Restricted cash 104,674 104,674 90,611 90,611 Non-real estate loans receivable 311,001 295,656 289,168 277,601 Foreign currency forward contracts, interest rate swaps and cross currency swaps 153,469 153,469 191,357 191,357 Equity warrants 25,856 25,856 30,436 30,436 Financial liabilities: Senior unsecured notes $ 13,453,985 $ 12,485,641 $ 12,437,273 $ 11,381,873 Secured debt 2,380,253 2,288,887 2,110,815 2,054,889 Foreign currency forward contracts, interest rate swaps and cross currency swaps 76,806 76,806 55,727 55,727 Redeemable DownREIT Unitholder interests $ 70,798 $ 70,798 $ 75,355 $ 75,355 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 September 30, 2023 Total Level 1 Level 2 Level 3 Equity securities $ 18 $ 18 $ — $ — Equity warrants 25,856 — — 25,856 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 76,663 — 76,663 — Totals $ 102,537 $ 18 $ 76,663 $ 25,856 (1) Please see Note 12 for additional information. The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Beginning balance $ 30,436 $ 41,909 Mark-to-market adjustment (5,003) (6,604) Foreign currency 423 (7,033) Ending balance $ 25,856 $ 28,272 The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal capitalization rate which was 11.0% and 10.5% at September 30, 2023 and 2022, respectively. 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 that 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, exchanged or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of 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 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
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 seniors apartments, 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). Our Triple-net properties include the property types described above as well as long-term/post-acute care facilities. 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 cash investments recorded in 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, 2022). 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. All inter-segment transactions are eliminated. Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended September 30, 2023 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,199,808 $ — $ — $ — $ 1,199,808 Rental income — 194,912 189,595 — 384,507 Interest income 2,194 39,928 98 — 42,220 Other income 1,897 1,482 2,265 29,834 35,478 Total revenues 1,203,899 236,322 191,958 29,834 1,662,013 Property operating expenses 918,990 10,044 62,204 4,035 995,273 Consolidated net operating income (loss) 284,909 226,278 129,754 25,799 666,740 Depreciation and amortization 215,195 58,196 65,923 — 339,314 Interest expense 14,358 374 2,313 139,487 156,532 General and administrative expenses — — — 46,106 46,106 Loss (gain) on derivatives and financial instruments, net — 2,885 — — 2,885 Loss (gain) on extinguishment of debt, net — — 1 — 1 Provision for loan losses, net 384 3,675 — — 4,059 Impairment of assets 2,400 4,988 — — 7,388 Other expenses 34,865 1,627 1,117 611 38,220 Income (loss) from continuing operations before income taxes and other items 17,707 154,533 60,400 (160,405) 72,235 Income tax (expense) benefit — — — (4,584) (4,584) Income (loss) from unconsolidated entities (6,021) 2,056 (66) — (4,031) Gain (loss) on real estate dispositions, net 71,173 (12) (59) — 71,102 Income (loss) from continuing operations 82,859 156,577 60,275 (164,989) 134,722 Net income (loss) $ 82,859 $ 156,577 $ 60,275 $ (164,989) $ 134,722 Total assets $ 22,568,523 $ 9,891,968 $ 7,204,561 $ 1,989,650 $ 41,654,702 Three Months Ended September 30, 2022 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,068,706 $ — $ — $ — $ 1,068,706 Rental income — 191,443 170,540 — 361,983 Interest income 2,155 35,556 80 — 37,791 Other income 1,739 1,820 1,558 247 5,364 Total revenues 1,072,600 228,819 172,178 247 1,473,844 Property operating expenses 841,914 11,495 52,921 5,850 912,180 Consolidated net operating income (loss) 230,686 217,324 119,257 (5,603) 561,664 Depreciation and amortization 235,984 57,338 60,377 — 353,699 Interest expense 9,022 196 4,343 126,121 139,682 General and administrative expenses — — — 34,811 34,811 Loss (gain) on derivatives and financial instruments, net — 6,905 — — 6,905 Loss (gain) on extinguishment of debt, net — — 2 — 2 Provision for loan losses, net 198 290 2 — 490 Impairment of assets — 3,595 761 — 4,356 Other expenses 8,341 820 366 5,954 15,481 Income (loss) from continuing operations before income taxes and other items (22,859) 148,180 53,406 (172,489) 6,238 Income tax (expense) benefit — — — (3,257) (3,257) Income (loss) from unconsolidated entities (8,788) 3,167 (1,077) — (6,698) Gain (loss) on real estate dispositions, net 1,146 674 (606) (150) 1,064 Income (loss) from continuing operations (30,501) 152,021 51,723 (175,896) (2,653) Net income (loss) $ (30,501) $ 152,021 $ 51,723 $ (175,896) $ (2,653) Nine Months Ended September 30, 2023 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 3,490,942 $ — $ — $ — $ 3,490,942 Rental income — 596,247 555,758 — 1,152,005 Interest income 6,840 110,211 284 — 117,335 Other income 7,237 70,057 6,939 43,705 127,938 Total revenues 3,505,019 776,515 562,981 43,705 4,888,220 Property operating expenses 2,687,961 32,365 179,266 12,106 2,911,698 Consolidated net operating income (loss) 817,058 744,150 383,715 31,599 1,976,522 Depreciation and amortization 656,030 167,958 196,383 — 1,020,371 Interest expense 41,981 (436) 9,569 402,158 453,272 General and administrative expenses — — — 134,764 134,764 Loss (gain) on derivatives and financial instruments, net — 5,095 — — 5,095 Loss (gain) on extinguishment of debt, net — — 7 — 7 Provision for loan losses, net 2,178 5,116 (2) — 7,292 Impairment of assets 15,029 6,074 — — 21,103 Other expenses 60,504 4,912 2,311 4,307 72,034 Income (loss) from continuing operations before income taxes and other items 41,336 555,431 175,447 (509,630) 262,584 Income tax (expense) benefit — — — (11,132) (11,132) Income (loss) from unconsolidated entities (61,055) 9,858 (237) — (51,434) Gain (loss) on real estate dispositions, net 69,910 436 (665) — 69,681 Income (loss) from continuing operations 50,191 565,725 174,545 (520,762) 269,699 Net income (loss) $ 50,191 $ 565,725 $ 174,545 $ (520,762) $ 269,699 Nine Months Ended September 30, 2022 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 3,073,040 $ — $ — $ — $ 3,073,040 Rental income — 584,626 495,158 — 1,079,784 Interest income 5,255 108,454 216 — 113,925 Other income 62,127 5,262 6,449 1,497 75,335 Total revenues 3,140,422 698,342 501,823 1,497 4,342,084 Property operating expenses 2,421,141 34,197 153,484 11,110 2,619,932 Consolidated net operating income (loss) 719,281 664,145 348,339 (9,613) 1,722,152 Depreciation and amortization 629,955 160,403 177,724 — 968,082 Interest expense 24,153 830 13,441 350,704 389,128 General and administrative expenses — — — 109,071 109,071 Loss (gain) on derivatives and financial — 8,076 — — 8,076 Loss (gain) on extinguishment of debt, net 385 — 9 199 593 Provision for loan losses, net 807 (951) (5) — (149) Impairment of assets — 3,595 761 — 4,356 Other expenses 45,781 12,327 1,362 17,246 76,716 Income (loss) from continuing operations before income taxes and other items 18,200 479,865 155,047 (486,833) 166,279 Income tax (expense) benefit — — — (11,335) (11,335) Income (loss) from unconsolidated entities (39,239) 24,584 (1,985) — (16,640) Gain (loss) on real estate dispositions, net 2,623 18,994 (1,001) (150) 20,466 Income (loss) from continuing operations (18,416) 523,443 152,061 (498,318) 158,770 Net income (loss) $ (18,416) $ 523,443 $ 152,061 $ (498,318) $ 158,770 Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Revenues: Amount % Amount % Amount (1) % Amount % United States $ 1,384,381 83.2 % $ 1,220,306 82.8 % $ 4,072,915 83.3 % $ 3,578,201 82.4 % United Kingdom 153,765 9.3 % 136,896 9.3 % 455,669 9.3 % 420,739 9.7 % Canada 123,867 7.5 % 116,642 7.9 % 359,636 7.4 % 343,144 7.9 % Total $ 1,662,013 100.0 % $ 1,473,844 100.0 % $ 4,888,220 100.0 % $ 4,342,084 100.0 % Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Resident Fees and Services: Amount % Amount % Amount (1) % Amount % United States $ 967,360 80.7 % $ 855,822 80.1 % $ 2,806,301 80.4 % $ 2,438,744 79.3 % United Kingdom 111,947 9.3 % 99,405 9.3 % 334,544 9.6 % 300,121 9.8 % Canada 120,501 10.0 % 113,479 10.6 % 350,097 10.0 % 334,175 10.9 % Total $ 1,199,808 100.0 % $ 1,068,706 100.0 % $ 3,490,942 100.0 % $ 3,073,040 100.0 % As of September 30, 2023 December 31, 2022 Assets: Amount % Amount % United States $ 34,990,725 84.0 % $ 31,740,907 83.8 % United Kingdom 3,385,630 8.1 % 3,476,793 9.2 % Canada 3,278,347 7.9 % 2,675,533 7.0 % Total $ 41,654,702 100.0 % $ 37,893,233 100.0 % |
Income Taxes and Distributions
Income Taxes and Distributions | 9 Months Ended |
Sep. 30, 2023 | |
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 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 nine months ended September 30, 2023 and 2022 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. Subsequent to 2014, we transferred certain subsidiaries to the United Kingdom, while some wholly-owned direct and indirect subsidiaries remain in Luxembourg and Jersey. The company reflects current and deferred tax liabilities for any such |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities We have entered into joint ventures and have certain subsidiaries that are wholly owned by consolidated joint ventures and 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 entities and the rights to receive residual returns or the obligation to absorb losses arising from the entities. Except for capital contributions associated with the initial entity formations, the entities have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): September 30, 2023 December 31, 2022 Assets: Net real estate investments $ 1,453,823 $ 1,499,078 Cash and cash equivalents 3,030 15,582 Receivables and other assets 30,641 9,949 Total assets (1) $ 1,487,494 $ 1,524,609 Liabilities and equity: Secured debt $ 24,256 $ 155,992 Lease liabilities 1,328 1,329 Accrued expenses and other liabilities 6,131 28,417 Total equity 1,455,779 1,338,871 Total liabilities and equity $ 1,487,494 $ 1,524,609 (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_2
Accounting Policies and Related Matters (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“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 nine months ended September 30, 2023 are not necessarily an indication of the results that may be expected for the year ending December 31, 2023. 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, 2022. |
New Accounting Standards | New Accounting Standards In March 2020, the FASB issued an amendment to the reference rate reform standard, which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. In December 2022, the FASB extended the date for which this guidance can be applied from December 31, 2022 to December 31, 2024. We continue to monitor developments related to the LIBOR transition and identification of an alternative, market-accepted rate. |
Real Property Acquisitions an_2
Real Property Acquisitions and Development (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Summary of Real Property Investment Activity by Segment | The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 58,049 $ 58,797 $ 72,992 $ 189,838 $ 199,892 $ — $ 65,688 $ 265,580 Buildings and improvements 411,273 430,041 314,892 1,156,206 1,988,999 172 249,660 2,238,831 Acquired lease intangibles 25,617 — 45,936 71,553 109,049 — 33,978 143,027 Construction in progress 165,934 — — 165,934 108,141 — — 108,141 Right of use assets, net 16,539 — 927 17,466 169 — 3,852 4,021 Total net real estate assets 677,412 488,838 434,747 1,600,997 2,406,250 172 353,178 2,759,600 Receivables and other assets 16,789 — 545 17,334 10,410 — 460 10,870 Total assets acquired (1) 694,201 488,838 435,292 1,618,331 2,416,660 172 353,638 2,770,470 Secured debt (292,160) — (40,953) (333,113) (219,067) — — (219,067) Lease liabilities (16,539) — (953) (17,492) — — (3,852) (3,852) Accrued expenses and other liabilities (10,825) — (10,832) (21,657) (111,373) — (1,294) (112,667) Total liabilities acquired (319,524) — (52,738) (372,262) (330,440) — (5,146) (335,586) Noncontrolling interests (2) — — (775) (775) (115,112) (4) (975) (116,091) Non-cash acquisition related activity (3) (171,667) — — (171,667) (25,795) — — (25,795) Cash disbursed for acquisitions 203,010 488,838 381,779 1,073,627 1,945,313 168 347,517 2,292,998 Construction in progress additions 450,205 25,646 297,862 773,713 343,000 64,091 75,460 482,551 Less: Capitalized interest (28,289) (2,416) (5,447) (36,152) (16,464) (3,088) (1,177) (20,729) Accruals (4) 3,447 (2,692) (7,604) (6,849) (2,809) — 4,452 1,643 Cash disbursed for construction in progress 425,363 20,538 284,811 730,712 323,727 61,003 78,735 463,465 Capital improvements to existing properties 261,935 17,933 54,222 334,090 232,618 39,526 43,691 315,835 Total cash invested in real property, net of cash acquired $ 890,308 $ 527,309 $ 720,812 $ 2,138,429 $ 2,501,658 $ 100,697 $ 469,943 $ 3,072,298 (1) Excludes $6,431,000 of unrestricted and restricted cash acquired during the nine months ended September 30, 2022. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. For the nine months ended September 30, 2022, 1,227,000 OP Units were issued as a component of funding for certain transactions. (3) Relates to the acquisition of assets recognized as investments in unconsolidated entities. (4) R epresents non-cash accruals for amounts to be paid in future periods for properties that converted, offset 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): Nine Months Ended September 30, 2023 September 30, 2022 Development projects: Seniors Housing Operating $ 280,333 $ 182,421 Triple-net 141,142 — Outpatient Medical 30,071 — Total development projects 451,546 182,421 Expansion projects 62,292 — Total construction in progress conversions $ 513,838 $ 182,421 |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Real Estate Intangibles Excluding Those Related to Ground Lease or Classified as Held For Sale | The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands): September 30, 2023 December 31, 2022 Assets: In place lease intangibles $ 1,805,745 $ 1,817,580 Above market tenant leases 66,707 57,203 Lease commissions 89,347 70,675 Gross historical cost 1,961,799 1,945,458 Accumulated amortization (1,575,962) (1,484,048) Net book value $ 385,837 $ 461,410 Liabilities: Below market tenant leases $ 71,087 $ 77,985 Accumulated amortization (47,171) (52,701) Net book value $ 23,916 $ 25,284 |
Summary of Real Estate Intangible Amortization Income (Expense) | The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Rental income related to (above)/below market tenant leases, net $ 152 $ 358 $ 327 $ 1,094 Amortization related to in place lease intangibles and lease commissions (47,556) (60,176) (157,481) (158,364) |
Dispositions, Real Property H_2
Dispositions, Real Property Held for Sale and Impairment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): Nine Months Ended September 30, 2023 September 30, 2022 Real estate dispositions: Seniors Housing Operating (1) $ 371,143 $ 13,470 Triple-net 6,391 89,827 Outpatient Medical — 393 Total dispositions 377,534 103,690 Gain (loss) on real estate dispositions, net 69,681 20,466 Net other assets/(liabilities) disposed (1,401) 275 Non-cash consideration (361,830) — Cash proceeds from real estate dispositions $ 83,984 $ 124,431 (1) Dispositions occurring in the nine months ended September 30, 2023 include the disposition of unconsolidated equity method investments related to Revera. See discussion below for further information. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows for the periods presented (in thousands): Nine Months Ended Classification September 30, 2023 September 30, 2022 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 16,663 $ 16,767 Non-real estate investment lease expense General and administrative expenses 5,392 4,174 Finance lease cost: Amortization of leased assets Property operating expenses 4,774 4,927 Interest on lease liabilities Interest expense 3,008 4,584 Sublease income Rental income (3,933) (8,537) Total $ 25,904 $ 21,915 (1) Includes short-term leases which are immaterial. |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification September 30, 2023 December 31, 2022 Right of use assets: Operating leases - real estate Right of use assets, net $ 284,903 $ 287,984 Finance leases - real estate Right of use assets, net 53,790 35,958 Real estate right of use assets, net 338,693 323,942 Operating leases - non-real estate investments Receivables and other assets 7,528 10,119 Finance leases - held for sale (1) Real property held for sale, net of accumulated depreciation — 116,453 Total right of use assets, net $ 346,221 $ 450,514 Lease liabilities: Operating leases $ 299,933 $ 302,360 Financing leases 65,182 113,464 Total $ 365,115 $ 415,824 (1) During the nine months ended September 30, 2023, we contributed finance leases at seven properties previously classified as held for sale into a newly formed unconsolidated joint venture, which recognized the purchase option within the leases. See Note 5 for further discussion. |
Loans Receivable (Tables)
Loans Receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Summary of Real Estate Loans Receivable | The following is a summary of our loans receivable (in thousands): September 30, 2023 December 31, 2022 Mortgage loans $ 961,268 $ 707,464 Other real estate loans 238,145 195,566 Allowance for credit losses on real estate loans receivable (18,148) (12,186) Real estate loans receivable, net of credit allowance 1,181,265 890,844 Non-real estate loans 484,617 441,231 Allowance for credit losses on non-real estate loans receivable (173,616) (152,063) Non-real estate loans receivable, net of credit allowance 311,001 289,168 Total loans receivable, net of credit allowance $ 1,492,266 $ 1,180,012 |
Summary of Real Estate Loan Activity | The following is a summary of our loan activity for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Advances on loans receivable $ 328,554 $ 133,179 Less: Receipts on loans receivable 68,404 172,380 Net cash advances (receipts) on loans receivable $ 260,150 $ (39,201) |
Summary of Financing Receivable, Allowance for Credit Loss | The following is a summary of our loans by credit loss category (in thousands): September 30, 2023 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2023 $ 237,632 $ (172,342) $ 65,290 9 Collective loan pool 2007 - 2018 222,062 (2,952) 219,110 13 Collective loan pool 2019 23,467 (312) 23,155 4 Collective loan pool 2020 34,411 (457) 33,954 5 Collective loan pool 2021 752,268 (10,195) 742,073 11 Collective loan pool 2022 121,781 (1,619) 120,162 18 Collective loan pool 2023 292,409 (3,887) 288,522 10 Total loans $ 1,684,030 $ (191,764) $ 1,492,266 70 Nine Months Ended September 30, 2023 September 30, 2022 Balance at beginning of period $ 164,249 $ 166,785 Provision for loan losses, net (1) 6,280 (149) Purchased deteriorated loan 19,077 — Reserve for unrecognized interest added to principal 2,066 — Foreign currency translation 92 (1,871) Balance at end of period $ 191,764 $ 164,765 (1) Excludes the provision for loan loss on held-to-maturity debt securities. |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) September 30, 2023 December 31, 2022 Seniors Housing Operating 10% to 95% $ 1,191,979 $ 1,171,307 Triple-net 10% to 88% 142,295 111,812 Outpatient Medical 15% to 50% 233,822 216,671 Total $ 1,568,096 $ 1,499,790 (1) As of September 30, 2023 and includes ownership of investments classified as liabilities and excludes ownership of in substance real estate. |
Credit Concentration (Tables)
Credit Concentration (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Summary of Credit Concentration | The following table summarizes certain information about our credit concentration for the nine months ended September 30, 2023, excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Integra Healthcare Properties 147 $ 161,628 8% Sunrise Senior Living 85 118,663 6% Cogir Management Corporation 48 70,241 4% Oakmont Management Group 64 67,329 3% Avery Healthcare 84 65,996 3% Remaining portfolio 1,387 1,492,665 76% Totals 1,815 1,976,522 100% (1) Integra Healthcare Properties is in our Triple-net segment. Sunrise Senior Living, Cogir Management Corporation, and Oakmont Management Group are in our Seniors Housing Operating segment. Avery Healthcare operates assets in both our Seniors Housing Operating and Triple-net segments. (2) NOI with our top five relationships comprised 30% of total NOI for the year ended December 31, 2022. |
Borrowings Under Credit Facil_2
Borrowings Under Credit Facilities and Commercial Paper Program (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Balance outstanding at quarter end $ — $ 655,000 $ — $ 655,000 Maximum amount outstanding at any month end $ — $ 1,565,000 $ 205,000 $ 1,565,000 Average amount outstanding (total of daily principal balances divided by days in period) $ — $ 1,047,631 $ 21,703 $ 937,045 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) — % 2.76 % 5.05 % 1.58 % |
Senior Unsecured Notes and Se_2
Senior Unsecured Notes and Secured Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Annual Principal Payments Due on Debt Obligations | At September 30, 2023, the annual principal payments due on our debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (3) Totals 2023 $ — $ 221,074 $ 221,074 2024 1,350,000 460,313 1,810,313 2025 1,260,000 414,358 1,674,358 2026 700,000 141,748 841,748 2027 (4, 5) 1,906,354 187,805 2,094,159 Thereafter (6, 7) 8,417,470 990,833 9,408,303 Total principal balance 13,633,824 2,416,131 16,049,955 Unamortized discounts and premiums, net (26,488) — (26,488) Unamortized debt issuance costs, net (76,884) (20,625) (97,509) Fair value adjustments and other, net (76,467) (15,253) (91,720) Total carrying value of debt $ 13,453,985 $ 2,380,253 $ 15,834,238 (1) Annual interest rates range fro m 2.05% to 6.50%. (2) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly-owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP. (3) Annual interest rates range from 1.25% to 8.50%. Gross real property value of the properties securing the debt totaled $5,257,776,000 at September 30, 2023. (4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $184,706,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2023). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (6.28% at September 30, 2023) and Canadian Dealer Offered Rate plus 0.85% (6.24% at September 30, 2023), respectively. (5) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $221,648,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2023). (6) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $671,770,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on September 30, 2023). (7) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $610,700,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on September 30, 2023). |
Summary of Principal Activity | The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 12,584,529 4.06% $ 11,707,961 3.67% Debt issued 1,035,000 2.75% 1,050,000 3.08% Foreign currency 14,295 4.65% (278,949) 4.51% Ending balance $ 13,633,824 4.02% $ 12,479,012 3.86% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,129,954 4.33% $ 2,202,312 3.03% Debt issued 381,369 5.10% 89,804 4.57% Debt assumed 344,023 7.02% 221,159 4.32% Debt extinguished (397,381) 6.61% (276,252) 4.28% Principal payments (41,646) 3.85% (44,125) 3.36% Foreign currency (188) 3.91% (71,577) 3.17% Ending balance $ 2,416,131 4.83% $ 2,121,321 3.91% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of 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): September 30, 2023 December 31, 2022 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 1,725,000 $ 1,075,000 Denominated in Pound Sterling £ 1,890,708 £ 1,890,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pound Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps and caps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 397,601 $ 25,000 Interest rate swaps designated as fair value hedges: Denominated in U.S Dollars $ 550,000 $ 550,000 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ — $ 26,137 Foreign currency exchange contracts denominated in Canadian Dollars $ 80,000 $ 80,000 |
Summary of 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 September 30, Nine Months Ended September 30, Description Location 2023 2022 2023 2022 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 4,833 $ 8,236 $ 14,211 $ 23,262 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ 1,488 $ 4,215 $ 59 $ 5,349 Gain (loss) on equity warrants recognized in income Gain (loss) on derivatives and financial instruments, net $ (2,876) $ (6,083) $ (5,003) $ (6,604) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 106,449 $ 417,567 $ (49,173) $ 753,588 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Stockholders' Equity Capital Accounts | The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: September 30, 2023 December 31, 2022 Preferred Stock, $1.00 par value: Authorized shares 50,000,000 50,000,000 Issued shares — — Outstanding shares — — Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 534,047,596 492,283,488 Outstanding shares 532,268,482 490,508,937 The following is a summary of our common stock issuances during the nine months ended September 30, 2023 and 2022 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2022 Option exercises 2,433 $ 67.00 $ 163 $ 163 2022 ATM Program issuances 25,128,285 88.39 2,221,023 2,184,790 2022 Redemption of OP Units and DownREIT Units 5,498 — — 2022 Stock incentive plans, net of forfeitures 140,833 — — 2022 Totals 25,277,049 $ 2,221,186 $ 2,184,953 2023 Option exercises 1,708 $ 63.65 $ 109 $ 109 2023 ATM Program issuances 41,477,572 79.08 3,279,956 3,264,947 2023 Redemption of OP Units and DownREIT Units 334,582 — — 2023 Stock incentive plans, net of forfeitures (54,317) — — 2023 Totals 41,759,545 $ 3,280,065 $ 3,265,056 |
Summary of Dividend Payments | The following is a summary of our dividend payments (in thousands, except per share amounts): Nine Months Ended September 30, 2023 September 30, 2022 Per Share Amount Per Share Amount Common stock $ 1.83 $ 921,319 $ 1.83 $ 834,779 |
Summary of Accumulated Other Comprehensive Income (Loss) | The following is a summary of accumulated other comprehensive income (loss) as of the dates presented (in thousands): September 30, 2023 December 31, 2022 Foreign currency translation $ (1,095,799) $ (1,115,317) Derivative and financial instruments designated as hedges 946,437 995,610 Total accumulated other comprehensive income (loss) $ (149,362) $ (119,707) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 127,470 $ (6,767) $ 256,183 $ 144,942 Adjustment for net income (loss) attributable to OP Units and DownREIT Units 64 (7) (103) 99 Numerator for diluted earnings per share $ 127,534 $ (6,774) $ 256,080 $ 145,041 Denominator for basic earnings per share - weighted average shares 521,848 463,366 504,420 455,074 Effect of dilutive securities: Employee stock options 39 7 24 26 Non-vested restricted shares and units 1,141 1,238 968 1,127 OP Units and DownREIT Units 2,085 2,316 1,914 1,749 Employee stock purchase program 25 23 27 23 Dilutive potential common shares 3,290 3,584 2,933 2,925 Denominator for diluted earnings per share - adjusted weighted average shares 525,138 463,366 507,353 457,999 Basic earnings per share $ 0.24 $ (0.01) $ 0.51 $ 0.32 Diluted earnings per share $ 0.24 $ (0.01) $ 0.50 $ 0.32 |
Disclosure about Fair Value o_2
Disclosure about Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of 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): September 30, 2023 December 31, 2022 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 948,294 $ 1,023,027 $ 697,906 $ 739,159 Other real estate loans receivable 232,971 232,122 192,938 190,977 Equity securities 18 18 111 111 Cash and cash equivalents 2,582,037 2,582,037 631,681 631,681 Restricted cash 104,674 104,674 90,611 90,611 Non-real estate loans receivable 311,001 295,656 289,168 277,601 Foreign currency forward contracts, interest rate swaps and cross currency swaps 153,469 153,469 191,357 191,357 Equity warrants 25,856 25,856 30,436 30,436 Financial liabilities: Senior unsecured notes $ 13,453,985 $ 12,485,641 $ 12,437,273 $ 11,381,873 Secured debt 2,380,253 2,288,887 2,110,815 2,054,889 Foreign currency forward contracts, interest rate swaps and cross currency swaps 76,806 76,806 55,727 55,727 Redeemable DownREIT Unitholder interests $ 70,798 $ 70,798 $ 75,355 $ 75,355 |
Summary of Items Measured at Fair Value on Recurring Basis, Assets | The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of September 30, 2023 Total Level 1 Level 2 Level 3 Equity securities $ 18 $ 18 $ — $ — Equity warrants 25,856 — — 25,856 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 76,663 — 76,663 — Totals $ 102,537 $ 18 $ 76,663 $ 25,856 (1) Please see Note 12 for additional information. |
Summary of Items Measured at Fair Value on Recurring Basis, Liabilities | The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of September 30, 2023 Total Level 1 Level 2 Level 3 Equity securities $ 18 $ 18 $ — $ — Equity warrants 25,856 — — 25,856 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 76,663 — 76,663 — Totals $ 102,537 $ 18 $ 76,663 $ 25,856 (1) Please see Note 12 for additional information. |
Summary of Level 3 Reconciliation | The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the periods presented (in thousands): Nine Months Ended September 30, 2023 September 30, 2022 Beginning balance $ 30,436 $ 41,909 Mark-to-market adjustment (5,003) (6,604) Foreign currency 423 (7,033) Ending balance $ 25,856 $ 28,272 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,199,808 $ — $ — $ — $ 1,199,808 Rental income — 194,912 189,595 — 384,507 Interest income 2,194 39,928 98 — 42,220 Other income 1,897 1,482 2,265 29,834 35,478 Total revenues 1,203,899 236,322 191,958 29,834 1,662,013 Property operating expenses 918,990 10,044 62,204 4,035 995,273 Consolidated net operating income (loss) 284,909 226,278 129,754 25,799 666,740 Depreciation and amortization 215,195 58,196 65,923 — 339,314 Interest expense 14,358 374 2,313 139,487 156,532 General and administrative expenses — — — 46,106 46,106 Loss (gain) on derivatives and financial instruments, net — 2,885 — — 2,885 Loss (gain) on extinguishment of debt, net — — 1 — 1 Provision for loan losses, net 384 3,675 — — 4,059 Impairment of assets 2,400 4,988 — — 7,388 Other expenses 34,865 1,627 1,117 611 38,220 Income (loss) from continuing operations before income taxes and other items 17,707 154,533 60,400 (160,405) 72,235 Income tax (expense) benefit — — — (4,584) (4,584) Income (loss) from unconsolidated entities (6,021) 2,056 (66) — (4,031) Gain (loss) on real estate dispositions, net 71,173 (12) (59) — 71,102 Income (loss) from continuing operations 82,859 156,577 60,275 (164,989) 134,722 Net income (loss) $ 82,859 $ 156,577 $ 60,275 $ (164,989) $ 134,722 Total assets $ 22,568,523 $ 9,891,968 $ 7,204,561 $ 1,989,650 $ 41,654,702 Three Months Ended September 30, 2022 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 1,068,706 $ — $ — $ — $ 1,068,706 Rental income — 191,443 170,540 — 361,983 Interest income 2,155 35,556 80 — 37,791 Other income 1,739 1,820 1,558 247 5,364 Total revenues 1,072,600 228,819 172,178 247 1,473,844 Property operating expenses 841,914 11,495 52,921 5,850 912,180 Consolidated net operating income (loss) 230,686 217,324 119,257 (5,603) 561,664 Depreciation and amortization 235,984 57,338 60,377 — 353,699 Interest expense 9,022 196 4,343 126,121 139,682 General and administrative expenses — — — 34,811 34,811 Loss (gain) on derivatives and financial instruments, net — 6,905 — — 6,905 Loss (gain) on extinguishment of debt, net — — 2 — 2 Provision for loan losses, net 198 290 2 — 490 Impairment of assets — 3,595 761 — 4,356 Other expenses 8,341 820 366 5,954 15,481 Income (loss) from continuing operations before income taxes and other items (22,859) 148,180 53,406 (172,489) 6,238 Income tax (expense) benefit — — — (3,257) (3,257) Income (loss) from unconsolidated entities (8,788) 3,167 (1,077) — (6,698) Gain (loss) on real estate dispositions, net 1,146 674 (606) (150) 1,064 Income (loss) from continuing operations (30,501) 152,021 51,723 (175,896) (2,653) Net income (loss) $ (30,501) $ 152,021 $ 51,723 $ (175,896) $ (2,653) Nine Months Ended September 30, 2023 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 3,490,942 $ — $ — $ — $ 3,490,942 Rental income — 596,247 555,758 — 1,152,005 Interest income 6,840 110,211 284 — 117,335 Other income 7,237 70,057 6,939 43,705 127,938 Total revenues 3,505,019 776,515 562,981 43,705 4,888,220 Property operating expenses 2,687,961 32,365 179,266 12,106 2,911,698 Consolidated net operating income (loss) 817,058 744,150 383,715 31,599 1,976,522 Depreciation and amortization 656,030 167,958 196,383 — 1,020,371 Interest expense 41,981 (436) 9,569 402,158 453,272 General and administrative expenses — — — 134,764 134,764 Loss (gain) on derivatives and financial instruments, net — 5,095 — — 5,095 Loss (gain) on extinguishment of debt, net — — 7 — 7 Provision for loan losses, net 2,178 5,116 (2) — 7,292 Impairment of assets 15,029 6,074 — — 21,103 Other expenses 60,504 4,912 2,311 4,307 72,034 Income (loss) from continuing operations before income taxes and other items 41,336 555,431 175,447 (509,630) 262,584 Income tax (expense) benefit — — — (11,132) (11,132) Income (loss) from unconsolidated entities (61,055) 9,858 (237) — (51,434) Gain (loss) on real estate dispositions, net 69,910 436 (665) — 69,681 Income (loss) from continuing operations 50,191 565,725 174,545 (520,762) 269,699 Net income (loss) $ 50,191 $ 565,725 $ 174,545 $ (520,762) $ 269,699 Nine Months Ended September 30, 2022 Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 3,073,040 $ — $ — $ — $ 3,073,040 Rental income — 584,626 495,158 — 1,079,784 Interest income 5,255 108,454 216 — 113,925 Other income 62,127 5,262 6,449 1,497 75,335 Total revenues 3,140,422 698,342 501,823 1,497 4,342,084 Property operating expenses 2,421,141 34,197 153,484 11,110 2,619,932 Consolidated net operating income (loss) 719,281 664,145 348,339 (9,613) 1,722,152 Depreciation and amortization 629,955 160,403 177,724 — 968,082 Interest expense 24,153 830 13,441 350,704 389,128 General and administrative expenses — — — 109,071 109,071 Loss (gain) on derivatives and financial — 8,076 — — 8,076 Loss (gain) on extinguishment of debt, net 385 — 9 199 593 Provision for loan losses, net 807 (951) (5) — (149) Impairment of assets — 3,595 761 — 4,356 Other expenses 45,781 12,327 1,362 17,246 76,716 Income (loss) from continuing operations before income taxes and other items 18,200 479,865 155,047 (486,833) 166,279 Income tax (expense) benefit — — — (11,335) (11,335) Income (loss) from unconsolidated entities (39,239) 24,584 (1,985) — (16,640) Gain (loss) on real estate dispositions, net 2,623 18,994 (1,001) (150) 20,466 Income (loss) from continuing operations (18,416) 523,443 152,061 (498,318) 158,770 Net income (loss) $ (18,416) $ 523,443 $ 152,061 $ (498,318) $ 158,770 |
Summary of Geographic Information | The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Revenues: Amount % Amount % Amount (1) % Amount % United States $ 1,384,381 83.2 % $ 1,220,306 82.8 % $ 4,072,915 83.3 % $ 3,578,201 82.4 % United Kingdom 153,765 9.3 % 136,896 9.3 % 455,669 9.3 % 420,739 9.7 % Canada 123,867 7.5 % 116,642 7.9 % 359,636 7.4 % 343,144 7.9 % Total $ 1,662,013 100.0 % $ 1,473,844 100.0 % $ 4,888,220 100.0 % $ 4,342,084 100.0 % Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Resident Fees and Services: Amount % Amount % Amount (1) % Amount % United States $ 967,360 80.7 % $ 855,822 80.1 % $ 2,806,301 80.4 % $ 2,438,744 79.3 % United Kingdom 111,947 9.3 % 99,405 9.3 % 334,544 9.6 % 300,121 9.8 % Canada 120,501 10.0 % 113,479 10.6 % 350,097 10.0 % 334,175 10.9 % Total $ 1,199,808 100.0 % $ 1,068,706 100.0 % $ 3,490,942 100.0 % $ 3,073,040 100.0 % As of September 30, 2023 December 31, 2022 Assets: Amount % Amount % United States $ 34,990,725 84.0 % $ 31,740,907 83.8 % United Kingdom 3,385,630 8.1 % 3,476,793 9.2 % Canada 3,278,347 7.9 % 2,675,533 7.0 % Total $ 41,654,702 100.0 % $ 37,893,233 100.0 % |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): September 30, 2023 December 31, 2022 Assets: Net real estate investments $ 1,453,823 $ 1,499,078 Cash and cash equivalents 3,030 15,582 Receivables and other assets 30,641 9,949 Total assets (1) $ 1,487,494 $ 1,524,609 Liabilities and equity: Secured debt $ 24,256 $ 155,992 Lease liabilities 1,328 1,329 Accrued expenses and other liabilities 6,131 28,417 Total equity 1,455,779 1,338,871 Total liabilities and equity $ 1,487,494 $ 1,524,609 (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. |
Business (Details)
Business (Details) - Welltower OP Inc | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Line Items] | |
Weighted average ownership percentage | 99.733% |
Ownership percentage by parent | 99.751% |
Other Investors | |
Noncontrolling Interest [Line Items] | |
Ownership interest | 0.249% |
Accounting Policies and Relat_3
Accounting Policies and Related Matters (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
COVID-19 | Seniors Housing Operating | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cost of property operating expense | $ 4,912 | $ 5,573 | $ 20,067 | $ 33,137 |
Real Property Acquisitions an_3
Real Property Acquisitions and Development - Summary of Real Property Investment Activity by Segment (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||
Land and land improvements | $ 189,838 | $ 265,580 |
Buildings and improvements | 1,156,206 | 2,238,831 |
Acquired lease intangibles | 71,553 | 143,027 |
Construction in progress | 165,934 | 108,141 |
Right of use assets, net | 17,466 | 4,021 |
Total net real estate assets | 1,600,997 | 2,759,600 |
Receivables and other assets | 17,334 | 10,870 |
Total assets acquired | 1,618,331 | 2,770,470 |
Secured debt | (333,113) | (219,067) |
Lease liabilities | (17,492) | (3,852) |
Accrued expenses and other liabilities | (21,657) | (112,667) |
Total liabilities acquired | (372,262) | (335,586) |
Noncontrolling interests | (775) | (116,091) |
Non-cash acquisition related activity | (171,667) | (25,795) |
Cash disbursed for acquisitions | 1,073,627 | 2,292,998 |
Construction in progress additions | 773,713 | 482,551 |
Less: Capitalized interest | (36,152) | (20,729) |
Accruals | (6,849) | 1,643 |
Cash disbursed for construction in progress | 730,712 | 463,465 |
Capital improvements to existing properties | 334,090 | 315,835 |
Total cash invested in real property, net of cash acquired | 2,138,429 | 3,072,298 |
Cash acquired from acquisition | $ 6,431 | |
New issues (in shares) | 1,227 | |
Seniors Housing Operating | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 58,049 | $ 199,892 |
Buildings and improvements | 411,273 | 1,988,999 |
Acquired lease intangibles | 25,617 | 109,049 |
Construction in progress | 165,934 | 108,141 |
Right of use assets, net | 16,539 | 169 |
Total net real estate assets | 677,412 | 2,406,250 |
Receivables and other assets | 16,789 | 10,410 |
Total assets acquired | 694,201 | 2,416,660 |
Secured debt | (292,160) | (219,067) |
Lease liabilities | (16,539) | 0 |
Accrued expenses and other liabilities | (10,825) | (111,373) |
Total liabilities acquired | (319,524) | (330,440) |
Noncontrolling interests | 0 | (115,112) |
Non-cash acquisition related activity | (171,667) | (25,795) |
Cash disbursed for acquisitions | 203,010 | 1,945,313 |
Construction in progress additions | 450,205 | 343,000 |
Less: Capitalized interest | (28,289) | (16,464) |
Accruals | 3,447 | (2,809) |
Cash disbursed for construction in progress | 425,363 | 323,727 |
Capital improvements to existing properties | 261,935 | 232,618 |
Total cash invested in real property, net of cash acquired | 890,308 | 2,501,658 |
Triple-net | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 58,797 | 0 |
Buildings and improvements | 430,041 | 172 |
Acquired lease intangibles | 0 | 0 |
Construction in progress | 0 | 0 |
Right of use assets, net | 0 | 0 |
Total net real estate assets | 488,838 | 172 |
Receivables and other assets | 0 | 0 |
Total assets acquired | 488,838 | 172 |
Secured debt | 0 | 0 |
Lease liabilities | 0 | 0 |
Accrued expenses and other liabilities | 0 | 0 |
Total liabilities acquired | 0 | 0 |
Noncontrolling interests | 0 | (4) |
Non-cash acquisition related activity | 0 | 0 |
Cash disbursed for acquisitions | 488,838 | 168 |
Construction in progress additions | 25,646 | 64,091 |
Less: Capitalized interest | (2,416) | (3,088) |
Accruals | (2,692) | 0 |
Cash disbursed for construction in progress | 20,538 | 61,003 |
Capital improvements to existing properties | 17,933 | 39,526 |
Total cash invested in real property, net of cash acquired | 527,309 | 100,697 |
Outpatient Medical | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 72,992 | 65,688 |
Buildings and improvements | 314,892 | 249,660 |
Acquired lease intangibles | 45,936 | 33,978 |
Construction in progress | 0 | 0 |
Right of use assets, net | 927 | 3,852 |
Total net real estate assets | 434,747 | 353,178 |
Receivables and other assets | 545 | 460 |
Total assets acquired | 435,292 | 353,638 |
Secured debt | (40,953) | 0 |
Lease liabilities | (953) | (3,852) |
Accrued expenses and other liabilities | (10,832) | (1,294) |
Total liabilities acquired | (52,738) | (5,146) |
Noncontrolling interests | (775) | (975) |
Non-cash acquisition related activity | 0 | 0 |
Cash disbursed for acquisitions | 381,779 | 347,517 |
Construction in progress additions | 297,862 | 75,460 |
Less: Capitalized interest | (5,447) | (1,177) |
Accruals | (7,604) | 4,452 |
Cash disbursed for construction in progress | 284,811 | 78,735 |
Capital improvements to existing properties | 54,222 | 43,691 |
Total cash invested in real property, net of cash acquired | $ 720,812 | $ 469,943 |
Real Property Acquisitions an_4
Real Property Acquisitions and Development - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 01, 2022 USD ($) property | Oct. 31, 2023 USD ($) property | Sep. 30, 2023 USD ($) joint_venture property | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Release of cash in contract termination | $ 6,883 | ||||||||
Net change in noncontrolling interests | $ (53,995) | $ 153,120 | $ (21,344) | $ (10,401) | $ (112,033) | $ 191,331 | |||
Joint Ventures, Canadian Pension Plan Investment Board | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest | 45% | ||||||||
Acquisitions of noncontrolling interests | $ 69,606 | ||||||||
Number of joint ventures | joint_venture | 2 | ||||||||
Net change in noncontrolling interests | $ 118,256 | ||||||||
Joint Ventures, Canadian Pension Plan Investment Board | Office Building | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of properties | property | 10 | ||||||||
Subsequent event | Partnership with Cogir Management Corporation | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage by parent | 95% | ||||||||
Subsequent event | Partnership with Cogir Management Corporation | Cogir Management Corporation | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest | 5% | ||||||||
Other Income | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain (loss) from derecognition of the ROU asset and lease liability | $ 58,621 | ||||||||
Holiday Retirement | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of properties | property | 17 | ||||||||
Seniors Housing Operating Properties, Canada | Subsequent event | |||||||||
Business Acquisition [Line Items] | |||||||||
Property acquired | property | 12 | ||||||||
Consideration transferred | $ 678,000 | ||||||||
Debt assumed | $ 59,000 |
Real Property Acquisitions an_5
Real Property Acquisitions and Development - Construction Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||
Total development projects | $ 451,546 | $ 182,421 |
Expansion projects | 62,292 | 0 |
Total construction in progress conversions | 513,838 | 182,421 |
Seniors Housing Operating | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 280,333 | 182,421 |
Triple-net | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 141,142 | 0 |
Outpatient Medical | ||
Segment Reporting Information [Line Items] | ||
Total development projects | $ 30,071 | $ 0 |
Real Estate Intangibles - Summa
Real Estate Intangibles - Summary of Real Estate Intangibles Excluding those Classified as Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Gross historical cost | $ 1,961,799 | $ 1,945,458 |
Accumulated amortization | (1,575,962) | (1,484,048) |
Net book value | 385,837 | 461,410 |
Liabilities: | ||
Below market tenant leases | 71,087 | 77,985 |
Accumulated amortization | (47,171) | (52,701) |
Net book value | 23,916 | 25,284 |
In place lease intangibles | ||
Assets: | ||
Gross historical cost | 1,805,745 | 1,817,580 |
Above market tenant leases | ||
Assets: | ||
Gross historical cost | 66,707 | 57,203 |
Lease commissions | ||
Assets: | ||
Gross historical cost | $ 89,347 | $ 70,675 |
Real Estate Intangibles - Sum_2
Real Estate Intangibles - Summary of Real Estate Intangible Amortization Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Rental income related to (above)/below market tenant leases, net | $ 152 | $ 358 | $ 327 | $ 1,094 |
Amortization related to in place lease intangibles and lease commissions | $ (47,556) | $ (60,176) | $ (157,481) | $ (158,364) |
Dispositions, Real Property H_3
Dispositions, Real Property Held for Sale and Impairment - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) property | Dec. 31, 2022 USD ($) | [1] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Real estate held-for-sale | $ | $ 355,380,000 | $ 355,380,000 | $ 133,058,000 | |||
Expected sale proceeds | $ | 518,443,000 | |||||
Impairment of assets held for sale | $ | 15,401,000 | $ 4,356,000 | ||||
Impairment of assets held for use | $ | 5,702,000 | |||||
Held for sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Secured debt | $ | 166,312,000 | 166,312,000 | ||||
Net other assets and liabilities | $ | 37,072,000 | 37,072,000 | ||||
Sold or Held for sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Income (loss) from real estate dispositions, net | $ | $ 1,482,000 | $ (633,000) | $ 53,479,000 | $ 990,000 | ||
Seniors Housing Operating | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Properties classified as held for sale | property | 18 | 18 | ||||
Number of properties held for sale, impaired | property | 4 | 4 | ||||
Number of properties held for use | property | 2 | |||||
Outpatient Medical | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Properties classified as held for sale | property | 2 | 2 | ||||
Number of properties held for use | property | 1 | |||||
Triple-net | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of properties held for sale, impaired | property | 1 | 1 | ||||
Number of properties held for use | property | 1 | 2 | ||||
[1]The consolidated balance sheet at December 31, 2022 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, Real Property H_4
Dispositions, Real Property Held for Sale and Impairment - Summary of Real Property Disposition Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Real estate dispositions: | ||||
Total dispositions | $ 377,534 | $ 103,690 | ||
Gain (loss) on real estate dispositions, net | $ 71,102 | $ 1,064 | 69,681 | 20,466 |
Net other assets/(liabilities) disposed | (1,401) | 275 | ||
Non-cash consideration | (361,830) | 0 | ||
Cash proceeds from real estate dispositions | 83,984 | 124,431 | ||
Seniors Housing Operating | ||||
Real estate dispositions: | ||||
Total dispositions | 371,143 | 13,470 | ||
Triple-net | ||||
Real estate dispositions: | ||||
Total dispositions | 6,391 | 89,827 | ||
Outpatient Medical | ||||
Real estate dispositions: | ||||
Total dispositions | $ 0 | $ 393 |
Dispositions, Real Property H_5
Dispositions, Real Property Held for Sale and Impairment - Strategic Dissolution of Revera Joint Ventures (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 USD ($) property joint_venture | Sep. 30, 2023 USD ($) property project | Jun. 30, 2023 USD ($) property joint_venture | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Dec. 31, 2023 property | Dec. 31, 2022 USD ($) | [1] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Non-cash consideration | $ 361,830,000 | $ 0 | ||||||
Loss on real estate dispositions, net | (69,681,000) | (20,466,000) | ||||||
Net real estate investments | $ 35,690,499,000 | 35,690,499,000 | $ 34,139,819,000 | |||||
Impairment of assets held for sale | $ 15,401,000 | $ 4,356,000 | ||||||
U.K. Portfolio, Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of joint ventures | joint_venture | 2 | 2 | ||||||
U.K. Portfolio, Joint Venture 1 | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 75% | 75% | ||||||
Proceeds from divestment in joint venture | $ 107,341,000 | |||||||
U.K. Portfolio, Joint Venture 2 | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 90% | 90% | ||||||
US Portfolio, Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 34% | 34% | ||||||
Retained interest | $ 47,734,000 | $ 47,734,000 | ||||||
US Portfolio, Joint Venture | Revera | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 66% | 66% | ||||||
Canadian Portfolio, Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 75% | 75% | ||||||
Number of properties | property | 85 | 85 | ||||||
Canadian Portfolio, Joint Venture | Revera | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 25% | 25% | ||||||
Revera Joint Venture, Disposal Transaction | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 4 | 13 | 31 | |||||
Disposal consideration | $ 222,521,000 | $ 222,521,000 | ||||||
Non-cash consideration | 241,728,000 | |||||||
Other consideration | 198,837,000 | 198,837,000 | ||||||
Consideration, noncontrolling interest | 42,891,000 | 42,891,000 | ||||||
Transaction related expenses | 9,049,000 | |||||||
Real estate disposed | 224,208,000 | $ 119,258,000 | 224,208,000 | $ 119,258,000 | ||||
Loss on real estate dispositions, net | 1,687,000 | (62,075,000) | ||||||
Cash paid for transaction related expenses | 5,776,000 | |||||||
Divestment of noncontrolling interest | 180,497,000 | $ 56,905,000 | ||||||
Disposal of liabilities | 22,270,000 | 22,270,000 | ||||||
Loss on divestment | $ 1,846,000 | |||||||
Number of projects | project | 1 | |||||||
Impairment of assets held for sale | $ 28,708,000 | |||||||
Revera Joint Venture, Disposal Transaction | Avery Healthcare | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 29 | |||||||
Revera Joint Venture, Disposal Transaction | Forecast | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 14 | |||||||
Revera Joint Venture, US Properties | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 12 | |||||||
Revera Joint Venture, Now Wholly-Owned Properties | Oakmont Management Group | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 2 | |||||||
Revera Joint Venture, Existing Wholly-Owned Properties | Oakmont Management Group | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 26 | |||||||
Revera Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property acquired | property | 29 | 10 | 110 | 18 | ||||
Payment for property acquired | $ 10,158,000 | |||||||
Net real estate investments | $ 479,525,000 | $ 479,525,000 | ||||||
Cash consideration | 31,456,000 | |||||||
Consideration transferred | 448,069,000 | |||||||
Debt assumed | $ 270,486,000 | $ 270,486,000 | ||||||
Revera Joint Venture | Forecast | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property acquired | property | 71 | |||||||
[1]The consolidated balance sheet at December 31, 2022 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, Real Property H_6
Dispositions, Real Property Held for Sale and Impairment - Genesis Healthcare (Details) $ in Thousands | 1 Months Ended | |||||
May 01, 2023 USD ($) | Mar. 31, 2021 USD ($) property | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | [1] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Right of use assets, net | $ 338,693 | $ 323,942 | ||||
Lease liabilities | $ 365,115 | $ 415,824 | ||||
Gain from leasehold interest | $ 65,485 | |||||
Joint Venture with Aurora Health Network, Peace Capital | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cash from joint venture | 104,240 | |||||
Retained interest | $ 11,571 | |||||
Genesis HealthCare Operating Relationship | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Property sold | property | 7 | |||||
Disposal consideration | $ 182,618 | |||||
Right of use assets, net | $ 115,359 | |||||
Lease liabilities | $ 66,530 | |||||
[1]The consolidated balance sheet at December 31, 2022 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 - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Straight line rent adjustment | $ 12,610 | |||
Rental and other revenues related to operating lease payments | $ 384,507 | $ 361,983 | 1,152,005 | $ 1,079,784 |
Rental and other revenues related to operating lease payments, variable leases | 163,980 | 145,541 | ||
Seniors Housing Operating | ||||
Lessee, Lease, Description [Line Items] | ||||
Rental and other revenues related to operating lease payments | $ 341,172 | $ 304,338 | ||
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 - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Finance lease cost: | ||
Amortization of leased assets | $ 4,774 | $ 4,927 |
Interest on lease liabilities | 3,008 | 4,584 |
Sublease income | (3,933) | (8,537) |
Total | 25,904 | 21,915 |
Property operating expenses | ||
Operating lease cost: | ||
Lease expense | 16,663 | 16,767 |
General and administrative expenses | ||
Operating lease cost: | ||
Lease expense | $ 5,392 | $ 4,174 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Sep. 30, 2023 USD ($) property | Dec. 31, 2022 USD ($) | |
Right of use assets: | |||
Total right of use assets, net | $ 338,693 | $ 323,942 | [1] |
Lease liabilities: | |||
Operating leases | 299,933 | 302,360 | |
Financing leases | 65,182 | 113,464 | |
Total | $ 365,115 | $ 415,824 | [1] |
Operating lease, liability, statement of financial position [extensible list] | Total | Total | |
Finance lease, liability, statement of financial position [extensible list] | Total | Total | |
Number of finance leases, classified as held for sale | property | 7 | ||
Operating lease, right-of-use asset, statement of financial position [extensible list] | Total right of use assets, net | Total right of use assets, net | |
Finance lease, right-of-use asset, statement of financial position [extensible list] | Total right of use assets, net | Total right of use assets, net | |
Real estate | |||
Right of use assets: | |||
Operating leases | $ 284,903 | $ 287,984 | |
Finance leases | 53,790 | 35,958 | |
Corporate | |||
Right of use assets: | |||
Operating leases | 7,528 | 10,119 | |
Finance leases | $ 0 | $ 116,453 | |
Lease liabilities: | |||
Operating lease, right-of-use asset, statement of financial position [extensible list] | Receivables and other assets | Receivables and other assets | |
Finance lease, right-of-use asset, statement of financial position [extensible list] | Real estate held-for-sale | Real estate held-for-sale | |
Real estate and Corporate | |||
Right of use assets: | |||
Total right of use assets, net | $ 346,221 | $ 450,514 | |
[1]The consolidated balance sheet at December 31, 2022 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. |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Interest receivable | $ 29,976 | $ 22,878 |
Loans Receivable - Summary of R
Loans Receivable - Summary of Real Estate Loans Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for credit losses on real estate loans receivable | $ (191,764) | $ (164,249) | $ (164,765) | $ (166,785) | |
Real estate loans receivable, net of credit allowance | 1,181,265 | 890,844 | [1] | ||
Non-real estate loans | 484,617 | 441,231 | |||
Allowance for credit losses on non-real estate loans receivable | (173,616) | (152,063) | |||
Non-real estate loans receivable, net of credit allowance | 311,001 | 289,168 | |||
Total loans receivable, net of credit allowance | 1,492,266 | 1,180,012 | |||
Mortgage loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | 961,268 | 707,464 | |||
Other real estate loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | 238,145 | 195,566 | |||
Allowance for credit losses on real estate loans receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for credit losses on real estate loans receivable | $ (18,148) | $ (12,186) | |||
[1]The consolidated balance sheet at December 31, 2022 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. |
Loans Receivable - Summary of_2
Loans Receivable - Summary of Real Estate Loan Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Receivables [Abstract] | ||
Advances on loans receivable | $ 328,554 | $ 133,179 |
Less: Receipts on loans receivable | 68,404 | 172,380 |
Net cash advances (receipts) on loans receivable | $ 260,150 | $ (39,201) |
Loans Receivable - Summary of C
Loans Receivable - Summary of Collective Pool Basis (Details) $ in Thousands | Sep. 30, 2023 USD ($) loan | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Allowance for Credit Loss | $ (191,764) | $ (164,249) | $ (164,765) | $ (166,785) |
Total loans receivable, net of credit allowance | 1,492,266 | $ 1,180,012 | ||
Deteriorated loans | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | 237,632 | |||
Allowance for Credit Loss | (172,342) | |||
Total loans receivable, net of credit allowance | $ 65,290 | |||
No. of Loans | loan | 9 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 222,062 | |||
Allowance for Credit Loss | (2,952) | |||
Total loans receivable, net of credit allowance | $ 219,110 | |||
No. of Loans | loan | 13 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 23,467 | |||
Allowance for Credit Loss | (312) | |||
Total loans receivable, net of credit allowance | $ 23,155 | |||
No. of Loans | loan | 4 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 34,411 | |||
Allowance for Credit Loss | (457) | |||
Total loans receivable, net of credit allowance | $ 33,954 | |||
No. of Loans | loan | 5 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 752,268 | |||
Allowance for Credit Loss | (10,195) | |||
Total loans receivable, net of credit allowance | $ 742,073 | |||
No. of Loans | loan | 11 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 121,781 | |||
Allowance for Credit Loss | (1,619) | |||
Total loans receivable, net of credit allowance | $ 120,162 | |||
No. of Loans | loan | 18 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 292,409 | |||
Allowance for Credit Loss | (3,887) | |||
Total loans receivable, net of credit allowance | $ 288,522 | |||
No. of Loans | loan | 10 | |||
Real Estate Loan | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 1,684,030 | |||
Allowance for Credit Loss | (191,764) | |||
Total loans receivable, net of credit allowance | $ 1,492,266 | |||
No. of Loans | loan | 70 |
Loans Receivable - Summary of_3
Loans Receivable - Summary of Credit Loss Roll Forward (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 164,249 | $ 166,785 |
Provision for loan losses, net | 6,280 | (149) |
Purchased deteriorated loan | 19,077 | 0 |
Reserve for unrecognized interest added to principal | 2,066 | 0 |
Foreign currency translation | 92 | (1,871) |
Balance at end of period | $ 191,764 | $ 164,765 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 1,568,096 | $ 1,499,790 |
Seniors Housing Operating | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 1,191,979 | 1,171,307 |
Seniors Housing Operating | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 10% | |
Seniors Housing Operating | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 95% | |
Triple-net | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 142,295 | 111,812 |
Triple-net | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 10% | |
Triple-net | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 88% | |
Outpatient Medical | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 233,822 | $ 216,671 |
Outpatient Medical | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 15% | |
Outpatient Medical | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 50% |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) properties | |
Schedule of Equity Method Investments [Line Items] | |
Aggregate unamortized basis difference of joint venture investments | $ 143,648 |
VIE | |
Schedule of Equity Method Investments [Line Items] | |
Number of properties | properties | 23 |
Loans related to development and construction of certain properties | $ 789,328 |
Additional fund obligated related to investments | $ 134,735 |
Credit Concentration - Summary
Credit Concentration - Summary of Credit Concentration (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | ||
Concentration Risk [Line Items] | ||||||
Total NOI | $ 666,740 | $ 561,664 | $ 1,976,522 | $ 1,722,152 | ||
Percentage total investments with top five customers | 30% | |||||
Real estate loans receivable, net of credit allowance | $ 1,181,265 | $ 1,181,265 | $ 890,844 | [1] | ||
Net operating income | Credit Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 1,815 | 1,815 | ||||
Total NOI | $ 1,976,522 | |||||
Percent of NOI | 100% | |||||
Net operating income | Credit Concentration Risk | Integra Healthcare Properties | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 147 | 147 | ||||
Total NOI | $ 161,628 | |||||
Percent of NOI | 8% | |||||
Net operating income | Credit Concentration Risk | Sunrise Senior Living | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 85 | 85 | ||||
Total NOI | $ 118,663 | |||||
Percent of NOI | 6% | |||||
Net operating income | Credit Concentration Risk | Cogir Management Corporation | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 48 | 48 | ||||
Total NOI | $ 70,241 | |||||
Percent of NOI | 4% | |||||
Net operating income | Credit Concentration Risk | Oakmont Management Group | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 64 | 64 | ||||
Total NOI | $ 67,329 | |||||
Percent of NOI | 3% | |||||
Net operating income | Credit Concentration Risk | Avery Healthcare | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 84 | 84 | ||||
Total NOI | $ 65,996 | |||||
Percent of NOI | 3% | |||||
Net operating income | Credit Concentration Risk | Remaining portfolio | ||||||
Concentration Risk [Line Items] | ||||||
Number of Properties | property | 1,387 | 1,387 | ||||
Total NOI | $ 1,492,665 | |||||
Percent of NOI | 76% | |||||
[1]The consolidated balance sheet at December 31, 2022 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_3
Borrowings Under Credit Facilities and Commercial Paper Program - Narrative (Details) | 9 Months Ended | |||
Sep. 30, 2023 USD ($) bank term | Sep. 30, 2023 CAD ($) bank term | Dec. 31, 2022 USD ($) | [1] | |
Line of Credit Facility [Line Items] | ||||
Number of banks in consortium | bank | 31 | 31 | ||
Borrowings outstanding | $ 0 | $ 0 | ||
Unsecured revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 4,000,000,000 | |||
Borrowings outstanding | $ 0 | |||
Number of successive terms | term | 2 | 2 | ||
Successive term | 6 months | |||
Available to borrow in alternate currencies (upto) | $ 1,000,000,000 | |||
Annual facility fee for each bank based on commitment amount | 0.15% | |||
Unsecured revolving credit facility | Credit Facility, Tranche Due 2026 | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | $ 1,000,000,000 | |||
Borrowings outstanding | 0 | |||
Unsecured revolving credit facility | Credit Facility, Tranche Due 2025 | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 3,000,000,000 | |||
Borrowings outstanding | $ 0 | |||
Unsecured revolving credit facility | SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Application margin over index, based on certain debt ratings | 0.775% | |||
Unsecured revolving credit facility | Accordion feature | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | $ 1,250,000,000 | |||
Term credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 1,000,000,000 | |||
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 | |||
Commercial paper note program | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 1,000,000,000 | |||
Borrowings outstanding | $ 0 | |||
Commercial paper note program | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 397 days | |||
[1]The consolidated balance sheet at December 31, 2022 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 - Unsecured Revolving Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Balance outstanding at quarter end | $ 0 | $ 655,000 | $ 0 | $ 655,000 |
Maximum amount outstanding at any month end | 0 | 1,565,000 | 205,000 | 1,565,000 |
Average amount outstanding (total of daily principal balances divided by days in period) | $ 0 | $ 1,047,631 | $ 21,703 | $ 937,045 |
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 0% | 2.76% | 5.05% | 1.58% |
Senior Unsecured Notes and Se_3
Senior Unsecured Notes and Secured Debt - Summary of Annual Principal Payments Due on Debt Obligations (Details) | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) term | Sep. 30, 2023 CAD ($) term | Sep. 30, 2023 GBP (£) term | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Principal payments due on debt obligations | ||||||
2023 | $ 221,074,000 | |||||
2024 | 1,810,313,000 | |||||
2025 | 1,674,358,000 | |||||
2026 | 841,748,000 | |||||
2027 | 2,094,159,000 | |||||
Thereafter | 9,408,303,000 | |||||
Total principal balance | 16,049,955,000 | |||||
Unamortized discounts and premiums, net | (26,488,000) | |||||
Unamortized debt issuance costs, net | (97,509,000) | |||||
Fair value adjustments and other, net | (91,720,000) | |||||
Total carrying value of debt | 15,834,238,000 | |||||
Senior unsecured notes | ||||||
Principal payments due on debt obligations | ||||||
2023 | 0 | |||||
2024 | 1,350,000,000 | |||||
2025 | 1,260,000,000 | |||||
2026 | 700,000,000 | |||||
2027 | 1,906,354,000 | |||||
Thereafter | 8,417,470,000 | |||||
Total principal balance | 13,633,824,000 | $ 12,584,529,000 | $ 12,479,012,000 | $ 11,707,961,000 | ||
Unamortized discounts and premiums, net | (26,488,000) | |||||
Unamortized debt issuance costs, net | (76,884,000) | |||||
Fair value adjustments and other, net | (76,467,000) | |||||
Total carrying value of debt | $ 13,453,985,000 | |||||
Senior unsecured notes | 2.95% Senior Unsecured Notes Due 2027 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 2.95% | 2.95% | 2.95% | |||
Principal amount | $ 221,648,000 | $ 300,000,000 | ||||
Senior unsecured notes | Unsecured Term Credit Facility Matures July 19 2023 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Principal amount | $ 1,000,000,000 | |||||
Senior unsecured notes | Unsecured Term Credit Facility Matures July 19 2023 | SOFR | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Effective rate | 6.28% | 6.28% | 6.28% | |||
Senior unsecured notes | Term Loan | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Principal amount | $ 184,706,000 | $ 250,000,000 | ||||
Number of successive terms | term | 2 | 2 | 2 | |||
Successive term | 6 months | |||||
Senior unsecured notes | Term Loan | SOFR | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate margin | 0.85% | |||||
Senior unsecured notes | Term Loan | Canadian Dealer Offered Rate | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate margin | 0.85% | |||||
Effective rate | 6.24% | 6.24% | 6.24% | |||
Senior unsecured notes | UK Debt Due 2028 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 4.80% | 4.80% | 4.80% | |||
Principal amount | $ 671,770,000 | £ 550,000,000 | ||||
Senior unsecured notes | 4.50% Senior Unsecured Notes Due 2034 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 4.50% | 4.50% | 4.50% | |||
Principal amount | $ 610,700,000 | £ 500,000,000 | ||||
Senior unsecured notes | Minimum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 2.05% | 2.05% | 2.05% | |||
Senior unsecured notes | Maximum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 6.50% | 6.50% | 6.50% | |||
Secured debt | ||||||
Principal payments due on debt obligations | ||||||
2023 | $ 221,074,000 | |||||
2024 | 460,313,000 | |||||
2025 | 414,358,000 | |||||
2026 | 141,748,000 | |||||
2027 | 187,805,000 | |||||
Thereafter | 990,833,000 | |||||
Total principal balance | 2,416,131,000 | $ 2,129,954,000 | $ 2,121,321,000 | $ 2,202,312,000 | ||
Unamortized discounts and premiums, net | 0 | |||||
Unamortized debt issuance costs, net | (20,625,000) | |||||
Fair value adjustments and other, net | (15,253,000) | |||||
Total carrying value of debt | 2,380,253,000 | |||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Carrying values of properties securing the debt | $ 5,257,776,000 | |||||
Secured debt | Minimum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 1.25% | 1.25% | 1.25% | |||
Secured debt | Maximum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate | 8.50% | 8.50% | 8.50% |
Senior Unsecured Notes and Se_4
Senior Unsecured Notes and Secured Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2023 USD ($) day $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Debt issued | $ 1,011,780,000 | $ 1,040,232,000 | |||
Interest expense | $ 156,532,000 | $ 139,682,000 | 453,272,000 | $ 389,128,000 | |
Unamortized debt issuance costs, net | 97,509,000 | 97,509,000 | |||
Senior unsecured notes | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs, net | 76,884,000 | 76,884,000 | |||
2.750% Senior Unsecured Notes Due 2028 | Senior unsecured notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,035,000,000 | ||||
Interest rate | 2.75% | ||||
Debt issued | $ 1,011,780,000 | ||||
Interest expense | 7,116,000 | 11,069,000 | |||
Debt issuance costs | 1,117,000 | 1,810,000 | |||
Unamortized debt issuance costs, net | $ 21,410,000 | $ 21,410,000 | |||
Conversion ratio | 0.0104808 | ||||
Conversion price (in dollars per share) | $ / shares | $ 95.41 | ||||
Debt instrument, convertible, threshold percentage | 130% | ||||
Trading days | day | 20 | ||||
Consecutive trading days | day | 30 | ||||
Redemption price, percentage | 100% |
Senior Unsecured Notes and Se_5
Senior Unsecured Notes and Secured Debt - Summary of Principal Activity (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Amount | ||
Ending balance | $ 16,049,955 | |
Senior unsecured notes | ||
Amount | ||
Beginning balance | 12,584,529 | $ 11,707,961 |
Debt issued | 1,035,000 | 1,050,000 |
Foreign currency | 14,295 | (278,949) |
Ending balance | $ 13,633,824 | $ 12,479,012 |
Weighted Avg. Interest Rate | ||
Beginning balance | 4.06% | 3.67% |
Debt issued | 0.0275 | 0.0308 |
Foreign currency | 0.0465 | 0.0451 |
Ending balance | 4.02% | 3.86% |
Secured debt | ||
Amount | ||
Beginning balance | $ 2,129,954 | $ 2,202,312 |
Debt issued | 381,369 | 89,804 |
Debt assumed | 344,023 | 221,159 |
Debt extinguished | (397,381) | (276,252) |
Principal payments | (41,646) | (44,125) |
Foreign currency | (188) | (71,577) |
Ending balance | $ 2,416,131 | $ 2,121,321 |
Weighted Avg. Interest Rate | ||
Beginning balance | 4.33% | 3.03% |
Debt issued | 0.0510 | 0.0457 |
Debt assumed | 0.0702 | 0.0432 |
Debt extinguished | 0.0661 | 0.0428 |
Principal payments | 0.0385 | 0.0336 |
Foreign currency | 0.0391 | 0.0317 |
Ending balance | 4.83% | 3.91% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Senior loans | $ 545,749,000 | |
Derivative liability | 76,467,000 | |
Reclassified in next 12 months | 2,562,000 | |
Proceeds from hedge | $ 1,994,000 | $ 61,853,000 |
Fair Value Hedging | Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, notional amount | $ 550,000,000 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Notional Amount of Derivatives and Other Financial Instruments (Details) £ in Thousands, $ in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 CAD ($) | Sep. 30, 2023 GBP (£) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 GBP (£) | Sep. 30, 2023 GBP (£) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 USD ($) | |
Designated as Hedging Instrument | Denominated in Canadian Dollars | Net Investment Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 1,725,000 | $ 1,075,000 | ||||||
Net investment hedges | 250,000 | 250,000 | ||||||
Designated as Hedging Instrument | Denominated in U.S Dollars | Cash Flow Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 397,601 | $ 25,000 | ||||||
Designated as Hedging Instrument | Denominated in U.S Dollars | Fair Value Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | 550,000 | 550,000 | ||||||
Designated as Hedging Instrument | Denominated in Pound Sterling | Net Investment Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | £ | £ 1,890,708 | £ 1,890,708 | ||||||
Net investment hedges | £ | £ 1,050,000 | £ 1,050,000 | ||||||
Derivative Instruments Not Designated | Denominated in Canadian Dollars | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 80,000 | $ 80,000 | ||||||
Derivative Instruments Not Designated | Denominated in U.S Dollars | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 0 | $ 26,137 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Impact of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments hedges recognized in income | $ (2,885) | $ (6,905) | $ (5,095) | $ (8,076) |
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | 106,449 | 417,567 | (49,173) | 753,588 |
Warrant | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments hedges recognized in income | (2,876) | (6,083) | (5,003) | (6,604) |
Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments hedges recognized in income | 4,833 | 8,236 | 14,211 | 23,262 |
Designated as Hedging Instrument | OCI | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | 106,449 | 417,567 | (49,173) | 753,588 |
Derivative Instruments Not Designated | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments hedges recognized in income | $ 1,488 | $ 4,215 | $ 59 | $ 5,349 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Oct. 31, 2023 property | Sep. 30, 2023 USD ($) obligation | Dec. 31, 2022 USD ($) | [1] | |
Other Commitments [Line Items] | ||||
Number of outstanding credit obligations | obligation | 24 | |||
Letter of credit obligation | $ 70,344 | |||
Outstanding construction financings for leased properties | 1,338,076 | $ 1,021,080 | ||
Additional financing to complete construction | 1,480,711 | |||
Total contingent purchase obligations | 588,234 | |||
Seniors Housing Operating Properties, Canada | Subsequent event | ||||
Other Commitments [Line Items] | ||||
Property acquired | property | 12 | |||
Capital Improvements | ||||
Other Commitments [Line Items] | ||||
Total contingent purchase obligations | 73,194 | |||
VIE | ||||
Other Commitments [Line Items] | ||||
Total loans made | 789,328 | |||
Expected additional funding for investments | $ 134,735 | |||
[1]The consolidated balance sheet at December 31, 2022 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred Stock, $1.00 par value: | ||
Preferred stock, par value (in dollars per share) | $ 1 | |
Authorized shares (in shares) | 50,000,000 | 50,000,000 |
Issued shares (in shares) | 0 | 0 |
Outstanding shares (in shares) | 0 | 0 |
Common Stock, $1.00 par value: | ||
Common stock, par value (in dollars per share) | $ 1 | |
Authorized shares (in shares) | 700,000,000 | 700,000,000 |
Issued shares (in shares) | 534,047,596 | 492,283,488 |
Outstanding shares (in shares) | 532,268,482 | 490,508,937 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 31, 2023 | May 03, 2023 | Dec. 31, 2022 | [1] | |
Class of Stock [Line Items] | |||||||
Unsecured credit facility and commercial paper | $ 0 | $ 0 | |||||
ATM Program issuances (in shares) | 41,477,572 | 25,128,285 | |||||
Revolving Credit Facility | |||||||
Class of Stock [Line Items] | |||||||
Unsecured credit facility and commercial paper | $ 0 | ||||||
Revolving Credit Facility | Credit Facility, Tranche Due 2026 | |||||||
Class of Stock [Line Items] | |||||||
Unsecured credit facility and commercial paper | 0 | ||||||
At The Market Program | |||||||
Class of Stock [Line Items] | |||||||
Authorized amount to sell | $ 4,000,000,000 | $ 2,532,139,425 | |||||
Remaining amount authorized to sell | $ 2,887,663,000 | ||||||
At The Market Program | Subsequent event | |||||||
Class of Stock [Line Items] | |||||||
ATM Program issuances (in shares) | 3,699,546 | ||||||
[1]The consolidated balance sheet at December 31, 2022 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 - Summar_2
Stockholders' Equity - Summary of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Shares Issued | ||
Option exercises (in shares) | 1,708 | 2,433 |
ATM Program issuances (in shares) | 41,477,572 | 25,128,285 |
Redemption of OP Units and DownREIT Units (in shares) | 334,582 | 5,498 |
Stock incentive plans, net of forfeitures (in shares) | (54,317) | 140,833 |
Totals (in shares) | 41,759,545 | 25,277,049 |
Average Price | ||
Option exercises (in dollars per share) | $ 63.65 | $ 67 |
ATM Program issuances (in dollars per share) | $ 79.08 | $ 88.39 |
Gross Proceeds | ||
Option exercises | $ 109 | $ 163 |
ATM Program issuances | 3,279,956 | 2,221,023 |
Totals | 3,280,065 | 2,221,186 |
Net Proceeds | ||
Option exercises | 109 | 163 |
ATM Program issuances | 3,264,947 | 2,184,790 |
Total | $ 3,265,056 | $ 2,184,953 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Dividend Payments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Per Share | ||||
Common stock (in dollars per share) | $ 0.61 | $ 0.61 | $ 1.83 | $ 1.83 |
Amount | ||||
Common stock | $ 921,319 | $ 834,779 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||||
Total accumulated other comprehensive income (loss) | $ 23,573,826 | $ 21,823,923 | $ 21,203,960 | $ 21,009,553 | [1] | $ 20,056,685 | $ 19,453,895 | $ 18,732,066 | $ 18,596,579 |
Total accumulated other comprehensive income (loss) | |||||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||||
Total accumulated other comprehensive income (loss) | (149,362) | $ (95,594) | $ (111,559) | (119,707) | $ (75,267) | $ (145,196) | $ (138,472) | $ (121,316) | |
Foreign currency translation | |||||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||||
Total accumulated other comprehensive income (loss) | (1,095,799) | (1,115,317) | |||||||
Derivative and financial instruments designated as hedges | |||||||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||||||
Total accumulated other comprehensive income (loss) | $ 946,437 | $ 995,610 | |||||||
[1]The consolidated balance sheet at December 31, 2022 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 | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock authorized for long-term incentive plan (in shares) | 10,000,000 | ||||
Option expiration period | 10 years | ||||
Stock-based compensation expense | $ 8,821 | $ 6,115 | $ 28,781 | $ 19,456 | |
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period for options | 3 years | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period for options | 5 years |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Earnings Per Share [Abstract] | |||||
Numerator for basic earnings per share - net income (loss) attributable to common stockholders | $ 127,470 | $ (6,767) | $ 256,183 | $ 144,942 | |
Adjustment for net income (loss) attributable to OP Units and DownREIT Units | 64 | (7) | (103) | 99 | |
Numerator for diluted earnings per share | $ 127,534 | $ (6,774) | $ 256,080 | $ 145,041 | |
Denominator for basic earnings per share - weighted average shares (in shares) | 521,848,000 | 463,366,000 | 504,420,000 | 455,074,000 | |
Effect of dilutive securities: | |||||
Employee stock options (in shares) | 39,000 | 7,000 | 24,000 | 26,000 | |
Non-vested restricted shares and units (in shares) | 1,141,000 | 1,238,000 | 968,000 | 1,127,000 | |
OP units and DownREIT Units (in shares) | 2,085,000 | 2,316,000 | 1,914,000 | 1,749,000 | |
Employee stock purchase program (in shares) | 25,000 | 23,000 | 27,000 | 23,000 | |
Dilutive potential common shares (in shares) | 3,290,000 | 3,584,000 | 2,933,000 | 2,925,000 | |
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 525,138,000 | 463,366,000 | 507,353,000 | 457,999,000 | |
Basic earnings per share (in dollars per share) | $ 0.24 | $ (0.01) | $ 0.51 | $ 0.32 | |
Diluted earnings per share (in dollars per share) | [1] | $ 0.24 | $ (0.01) | $ 0.50 | $ 0.32 |
Forward sales agreement | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities (in shares) | 0 | 17,964,603 | |||
[1]Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units. |
Disclosure about Fair Value o_3
Disclosure about Fair Value of Financial Instruments - Narrative (Details) | Sep. 30, 2023 shares |
Fair Value Disclosures [Abstract] | |
Shares issuable upon redemption (in shares) | 1 |
Disclosure about Fair Value o_4
Disclosure about Fair Value of Financial Instruments - Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Financial assets: | |||
Equity securities | $ 18 | ||
Restricted cash | 104,674 | $ 90,611 | [1] |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 76,663 | ||
Equity warrants | 25,856 | ||
Carrying Amount | |||
Financial assets: | |||
Equity securities | 18 | 111 | |
Cash and cash equivalents | 2,582,037 | 631,681 | |
Restricted cash | 104,674 | 90,611 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 153,469 | 191,357 | |
Equity warrants | 25,856 | 30,436 | |
Financial liabilities: | |||
Senior unsecured notes | 13,453,985 | 12,437,273 | |
Secured debt | 2,380,253 | 2,110,815 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 76,806 | 55,727 | |
Redeemable DownREIT Unitholder interests | 70,798 | 75,355 | |
Carrying Amount | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 948,294 | 697,906 | |
Carrying Amount | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 232,971 | 192,938 | |
Carrying Amount | Non-real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 311,001 | 289,168 | |
Fair Value | |||
Financial assets: | |||
Equity securities | 18 | 111 | |
Cash and cash equivalents | 2,582,037 | 631,681 | |
Restricted cash | 104,674 | 90,611 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 153,469 | 191,357 | |
Equity warrants | 25,856 | 30,436 | |
Financial liabilities: | |||
Senior unsecured notes | 12,485,641 | 11,381,873 | |
Secured debt | 2,288,887 | 2,054,889 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 76,806 | 55,727 | |
Redeemable DownREIT Unitholder interests | 70,798 | 75,355 | |
Fair Value | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 1,023,027 | 739,159 | |
Fair Value | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 232,122 | 190,977 | |
Fair Value | Non-real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | $ 295,656 | $ 277,601 | |
[1]The consolidated balance sheet at December 31, 2022 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_5
Disclosure about Fair Value of Financial Instruments - Summary of Items Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | $ 18 |
Equity warrants | 25,856 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 76,663 |
Totals | 102,537 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 18 |
Equity warrants | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | 18 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 0 |
Equity warrants | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 76,663 |
Totals | 76,663 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 0 |
Equity warrants | 25,856 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | $ 25,856 |
Disclosure about Fair Value o_6
Disclosure about Fair Value of Financial Instruments - Summary of Change in Fair Value for Equity Warrants (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Terminal Capitalization Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Measurement input | 0.110 | 0.105 |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 30,436 | $ 41,909 |
Mark-to-market adjustment | (5,003) | (6,604) |
Foreign currency | 423 | (7,033) |
Ending balance | $ 25,856 | $ 28,272 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | [1] | |
Segment Reporting Information [Line Items] | ||||||
Rental income | $ 384,507 | $ 361,983 | $ 1,152,005 | $ 1,079,784 | ||
Total revenues | 1,662,013 | 1,473,844 | 4,888,220 | 4,342,084 | ||
Property operating expenses | 995,273 | 912,180 | 2,911,698 | 2,619,932 | ||
Consolidated net operating income (loss) | 666,740 | 561,664 | 1,976,522 | 1,722,152 | ||
Depreciation and amortization | 339,314 | 353,699 | 1,020,371 | 968,082 | ||
Interest expense | 156,532 | 139,682 | 453,272 | 389,128 | ||
General and administrative expenses | 46,106 | 34,811 | 134,764 | 109,071 | ||
Loss (gain) on derivatives and financial instruments, net | 2,885 | 6,905 | 5,095 | 8,076 | ||
Loss (gain) on extinguishment of debt, net | 1 | 2 | 7 | 593 | ||
Provision for loan losses, net | 4,059 | 490 | 7,292 | (149) | ||
Impairment of assets | 7,388 | 4,356 | 21,103 | 4,356 | ||
Other expenses | 38,220 | 15,481 | 72,034 | 76,716 | ||
Income (loss) from continuing operations before income taxes and other items | 72,235 | 6,238 | 262,584 | 166,279 | ||
Income tax (expense) benefit | (4,584) | (3,257) | (11,132) | (11,335) | ||
Income (loss) from unconsolidated entities | (4,031) | (6,698) | (51,434) | (16,640) | ||
Gain (loss) on real estate dispositions, net | 71,102 | 1,064 | 69,681 | 20,466 | ||
Income (loss) from continuing operations | 134,722 | (2,653) | 269,699 | 158,770 | ||
Net income (loss) | 134,722 | (2,653) | 269,699 | 158,770 | ||
Total assets | 41,654,702 | 41,654,702 | $ 37,893,233 | |||
Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 1,199,808 | 1,068,706 | 3,490,942 | 3,073,040 | ||
Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 42,220 | 37,791 | 117,335 | 113,925 | ||
Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 35,478 | 5,364 | 127,938 | 75,335 | ||
Seniors Housing Operating | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 341,172 | 304,338 | ||||
Operating Segments | Seniors Housing Operating | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 0 | 0 | 0 | 0 | ||
Total revenues | 1,203,899 | 1,072,600 | 3,505,019 | 3,140,422 | ||
Property operating expenses | 918,990 | 841,914 | 2,687,961 | 2,421,141 | ||
Consolidated net operating income (loss) | 284,909 | 230,686 | 817,058 | 719,281 | ||
Depreciation and amortization | 215,195 | 235,984 | 656,030 | 629,955 | ||
Interest expense | 14,358 | 9,022 | 41,981 | 24,153 | ||
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 | 0 | 385 | ||
Provision for loan losses, net | 384 | 198 | 2,178 | 807 | ||
Impairment of assets | 2,400 | 0 | 15,029 | 0 | ||
Other expenses | 34,865 | 8,341 | 60,504 | 45,781 | ||
Income (loss) from continuing operations before income taxes and other items | 17,707 | (22,859) | 41,336 | 18,200 | ||
Income tax (expense) benefit | 0 | 0 | 0 | 0 | ||
Income (loss) from unconsolidated entities | (6,021) | (8,788) | (61,055) | (39,239) | ||
Gain (loss) on real estate dispositions, net | 71,173 | 1,146 | 69,910 | 2,623 | ||
Income (loss) from continuing operations | 82,859 | (30,501) | 50,191 | (18,416) | ||
Net income (loss) | 82,859 | (30,501) | 50,191 | (18,416) | ||
Total assets | 22,568,523 | 22,568,523 | ||||
Operating Segments | Seniors Housing Operating | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 1,199,808 | 1,068,706 | 3,490,942 | 3,073,040 | ||
Operating Segments | Seniors Housing Operating | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 2,194 | 2,155 | 6,840 | 5,255 | ||
Operating Segments | Seniors Housing Operating | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 1,897 | 1,739 | 7,237 | 62,127 | ||
Operating Segments | Triple-net | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 194,912 | 191,443 | 596,247 | 584,626 | ||
Total revenues | 236,322 | 228,819 | 776,515 | 698,342 | ||
Property operating expenses | 10,044 | 11,495 | 32,365 | 34,197 | ||
Consolidated net operating income (loss) | 226,278 | 217,324 | 744,150 | 664,145 | ||
Depreciation and amortization | 58,196 | 57,338 | 167,958 | 160,403 | ||
Interest expense | 374 | 196 | (436) | 830 | ||
General and administrative expenses | 0 | 0 | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | 2,885 | 6,905 | 5,095 | 8,076 | ||
Loss (gain) on extinguishment of debt, net | 0 | 0 | 0 | 0 | ||
Provision for loan losses, net | 3,675 | 290 | 5,116 | (951) | ||
Impairment of assets | 4,988 | 3,595 | 6,074 | 3,595 | ||
Other expenses | 1,627 | 820 | 4,912 | 12,327 | ||
Income (loss) from continuing operations before income taxes and other items | 154,533 | 148,180 | 555,431 | 479,865 | ||
Income tax (expense) benefit | 0 | 0 | 0 | 0 | ||
Income (loss) from unconsolidated entities | 2,056 | 3,167 | 9,858 | 24,584 | ||
Gain (loss) on real estate dispositions, net | (12) | 674 | 436 | 18,994 | ||
Income (loss) from continuing operations | 156,577 | 152,021 | 565,725 | 523,443 | ||
Net income (loss) | 156,577 | 152,021 | 565,725 | 523,443 | ||
Total assets | 9,891,968 | 9,891,968 | ||||
Operating Segments | Triple-net | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 0 | 0 | 0 | 0 | ||
Operating Segments | Triple-net | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 39,928 | 35,556 | 110,211 | 108,454 | ||
Operating Segments | Triple-net | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 1,482 | 1,820 | 70,057 | 5,262 | ||
Operating Segments | Outpatient Medical | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 189,595 | 170,540 | 555,758 | 495,158 | ||
Total revenues | 191,958 | 172,178 | 562,981 | 501,823 | ||
Property operating expenses | 62,204 | 52,921 | 179,266 | 153,484 | ||
Consolidated net operating income (loss) | 129,754 | 119,257 | 383,715 | 348,339 | ||
Depreciation and amortization | 65,923 | 60,377 | 196,383 | 177,724 | ||
Interest expense | 2,313 | 4,343 | 9,569 | 13,441 | ||
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 | 1 | 2 | 7 | 9 | ||
Provision for loan losses, net | 0 | 2 | (2) | (5) | ||
Impairment of assets | 0 | 761 | 0 | 761 | ||
Other expenses | 1,117 | 366 | 2,311 | 1,362 | ||
Income (loss) from continuing operations before income taxes and other items | 60,400 | 53,406 | 175,447 | 155,047 | ||
Income tax (expense) benefit | 0 | 0 | 0 | 0 | ||
Income (loss) from unconsolidated entities | (66) | (1,077) | (237) | (1,985) | ||
Gain (loss) on real estate dispositions, net | (59) | (606) | (665) | (1,001) | ||
Income (loss) from continuing operations | 60,275 | 51,723 | 174,545 | 152,061 | ||
Net income (loss) | 60,275 | 51,723 | 174,545 | 152,061 | ||
Total assets | 7,204,561 | 7,204,561 | ||||
Operating Segments | Outpatient Medical | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 0 | 0 | 0 | 0 | ||
Operating Segments | Outpatient Medical | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 98 | 80 | 284 | 216 | ||
Operating Segments | Outpatient Medical | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 2,265 | 1,558 | 6,939 | 6,449 | ||
Non-segment / Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 0 | 0 | 0 | 0 | ||
Total revenues | 29,834 | 247 | 43,705 | 1,497 | ||
Property operating expenses | 4,035 | 5,850 | 12,106 | 11,110 | ||
Consolidated net operating income (loss) | 25,799 | (5,603) | 31,599 | (9,613) | ||
Depreciation and amortization | 0 | 0 | 0 | 0 | ||
Interest expense | 139,487 | 126,121 | 402,158 | 350,704 | ||
General and administrative expenses | 46,106 | 34,811 | 134,764 | 109,071 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | 0 | 0 | ||
Loss (gain) on extinguishment of debt, net | 0 | 0 | 0 | 199 | ||
Provision for loan losses, net | 0 | 0 | 0 | 0 | ||
Impairment of assets | 0 | 0 | 0 | 0 | ||
Other expenses | 611 | 5,954 | 4,307 | 17,246 | ||
Income (loss) from continuing operations before income taxes and other items | (160,405) | (172,489) | (509,630) | (486,833) | ||
Income tax (expense) benefit | (4,584) | (3,257) | (11,132) | (11,335) | ||
Income (loss) from unconsolidated entities | 0 | 0 | 0 | 0 | ||
Gain (loss) on real estate dispositions, net | 0 | (150) | 0 | (150) | ||
Income (loss) from continuing operations | (164,989) | (175,896) | (520,762) | (498,318) | ||
Net income (loss) | (164,989) | (175,896) | (520,762) | (498,318) | ||
Total assets | 1,989,650 | 1,989,650 | ||||
Non-segment / Corporate | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 0 | 0 | 0 | 0 | ||
Non-segment / Corporate | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | 0 | 0 | 0 | 0 | ||
Non-segment / Corporate | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Non-cash consideration | $ 29,834 | $ 247 | $ 43,705 | $ 1,497 | ||
[1]The consolidated balance sheet at December 31, 2022 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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Revenues [Abstract] | ||||||
Amount | $ 1,662,013 | $ 1,473,844 | $ 4,888,220 | $ 4,342,084 | ||
Assets: | ||||||
Amount | 41,654,702 | 41,654,702 | $ 37,893,233 | [1] | ||
Resident fees and services | ||||||
Revenues [Abstract] | ||||||
Non-cash consideration | 1,199,808 | 1,068,706 | 3,490,942 | 3,073,040 | ||
United States | ||||||
Revenues [Abstract] | ||||||
Amount | 1,384,381 | 1,220,306 | 4,072,915 | 3,578,201 | ||
Assets: | ||||||
Amount | 34,990,725 | 34,990,725 | 31,740,907 | |||
United States | Resident fees and services | ||||||
Revenues [Abstract] | ||||||
Non-cash consideration | 967,360 | 855,822 | 2,806,301 | 2,438,744 | ||
United Kingdom | ||||||
Revenues [Abstract] | ||||||
Amount | 153,765 | 136,896 | 455,669 | 420,739 | ||
Assets: | ||||||
Amount | 3,385,630 | 3,385,630 | 3,476,793 | |||
United Kingdom | Resident fees and services | ||||||
Revenues [Abstract] | ||||||
Non-cash consideration | 111,947 | 99,405 | 334,544 | 300,121 | ||
Canada | ||||||
Revenues [Abstract] | ||||||
Amount | 123,867 | 116,642 | 359,636 | 343,144 | ||
Assets: | ||||||
Amount | 3,278,347 | 3,278,347 | $ 2,675,533 | |||
Canada | Resident fees and services | ||||||
Revenues [Abstract] | ||||||
Non-cash consideration | $ 120,501 | $ 113,479 | $ 350,097 | $ 334,175 | ||
Revenue | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 100% | 100% | 100% | 100% | ||
Revenue | Resident fees and services | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 100% | 100% | 100% | 100% | ||
Revenue | United States | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 83.20% | 82.80% | 83.30% | 82.40% | ||
Revenue | United States | Resident fees and services | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 80.70% | 80.10% | 80.40% | 79.30% | ||
Revenue | United Kingdom | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 9.30% | 9.30% | 9.30% | 9.70% | ||
Revenue | United Kingdom | Resident fees and services | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 9.30% | 9.30% | 9.60% | 9.80% | ||
Revenue | Canada | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 7.50% | 7.90% | 7.40% | 7.90% | ||
Revenue | Canada | Resident fees and services | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 10% | 10.60% | 10% | 10.90% | ||
Assets | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 100% | 100% | ||||
Assets | United States | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 84% | 83.80% | ||||
Assets | United Kingdom | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 8.10% | 9.20% | ||||
Assets | Canada | Geographic Concentration Risk | ||||||
Assets: | ||||||
Percentage | 7.90% | 7% | ||||
[1]The consolidated balance sheet at December 31, 2022 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 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||||||||
Net real estate investments | $ 35,690,499 | $ 34,139,819 | [1] | ||||||
Cash and cash equivalents | 2,582,037 | 631,681 | [1] | ||||||
Receivables and other assets | 1,235,921 | 1,140,838 | [1] | ||||||
Total assets | 41,654,702 | 37,893,233 | [1] | ||||||
Liabilities and equity: | |||||||||
Secured debt | 2,380,253 | 2,110,815 | [1] | ||||||
Lease liabilities | 365,115 | 415,824 | [1] | ||||||
Total equity | 23,573,826 | $ 21,823,923 | $ 21,203,960 | 21,009,553 | [1] | $ 20,056,685 | $ 19,453,895 | $ 18,732,066 | $ 18,596,579 |
Total liabilities and equity | 41,654,702 | 37,893,233 | [1] | ||||||
VIE, Primary Beneficiary | |||||||||
Assets: | |||||||||
Net real estate investments | 1,453,823 | 1,499,078 | |||||||
Cash and cash equivalents | 3,030 | 15,582 | |||||||
Receivables and other assets | 30,641 | 9,949 | |||||||
Total assets | 1,487,494 | 1,524,609 | |||||||
Liabilities and equity: | |||||||||
Secured debt | 24,256 | 155,992 | |||||||
Lease liabilities | 1,328 | 1,329 | |||||||
Accrued expenses and other liabilities | 6,131 | 28,417 | |||||||
Total equity | 1,455,779 | 1,338,871 | |||||||
Total liabilities and equity | $ 1,487,494 | $ 1,524,609 | |||||||
[1]The consolidated balance sheet at December 31, 2022 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. |