Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 04, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-10989 | |
Entity Registrant Name | Ventas, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1055020 | |
Entity Address, Address Line One | 353 N. Clark Street | |
Entity Address, Address Line Two | Suite 3300 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Country | US | |
Entity Address, Postal Zip Code | 60654 | |
City Area Code | 877 | |
Local Phone Number | 483-6827 | |
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 | |
Trading Symbol | VTR | |
Title of 12(b) Security | Common Stock, $0.25 par value | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 373,087,555 | |
Entity Shell Company | false | |
Entity Central Index Key | 0000740260 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Real estate investments: | ||
Land and improvements | $ 2,256,981 | $ 2,283,929 |
Buildings and improvements | 23,959,070 | 24,380,440 |
Construction in progress | 495,888 | 461,354 |
Acquired lease intangibles | 1,240,488 | 1,306,152 |
Operating lease assets | 389,302 | 385,225 |
Gross real estate investments | 28,341,729 | 28,817,100 |
Accumulated depreciation and amortization | (7,448,987) | (7,088,013) |
Net real estate investment property | 20,892,742 | 21,729,087 |
Secured loans receivable and investments, net | 681,831 | 704,612 |
Investments in unconsolidated real estate entities | 166,039 | 45,022 |
Net real estate investments | 21,740,612 | 22,478,721 |
Cash and cash equivalents | 992,824 | 106,363 |
Escrow deposits and restricted cash | 36,312 | 39,739 |
Goodwill | 1,050,115 | 1,051,161 |
Assets held for sale | 81,817 | 91,433 |
Deferred income tax assets, net | 304 | 47,495 |
Other assets | 687,404 | 877,296 |
Total assets | 24,589,388 | 24,692,208 |
Liabilities: | ||
Senior notes payable and other debt | 12,530,036 | 12,158,773 |
Accrued interest | 117,687 | 111,115 |
Operating lease liabilities | 248,912 | 251,196 |
Accounts payable and other liabilities | 998,186 | 1,145,700 |
Liabilities related to assets held for sale | 5,773 | 5,463 |
Deferred income tax liabilities | 56,964 | 200,831 |
Total liabilities | 13,957,558 | 13,873,078 |
Redeemable OP unitholder and noncontrolling interests | 231,920 | 273,678 |
Commitments and contingencies | ||
Ventas stockholders’ equity: | ||
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued | 0 | 0 |
Common stock, $0.25 par value; 600,000 shares authorized, 373,113 and 372,811 shares issued at June 30, 2020 and December 31, 2019, respectively | 93,261 | 93,185 |
Capital in excess of par value | 14,118,119 | 14,056,453 |
Accumulated other comprehensive loss | (82,761) | (34,564) |
Retained earnings (deficit) | (3,816,460) | (3,669,050) |
Treasury stock, 24 and 2 shares at June 30, 2020 and December 31, 2019, respectively | (947) | (132) |
Total Ventas stockholders’ equity | 10,311,212 | 10,445,892 |
Noncontrolling interests | 88,698 | 99,560 |
Total equity | 10,399,910 | 10,545,452 |
Total liabilities and equity | $ 24,589,388 | $ 24,692,208 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.25 | $ 0.25 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 373,113,000 | 372,811,000 |
Treasury stock, shares | 24,000 | 2,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Rental income | $ 369,165 | $ 398,570 | $ 772,422 | $ 800,066 |
Income from loans and investments | 19,491 | 19,529 | 43,537 | 36,655 |
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
Total revenues | 943,198 | 950,717 | 1,955,252 | 1,893,591 |
Interest | 123,132 | 110,369 | 239,828 | 220,988 |
Depreciation, Depletion and Amortization, Nonproduction | 349,594 | 226,187 | 598,431 | 462,107 |
Property-level operating expenses | 498,605 | 435,901 | 979,573 | 866,405 |
Office building services costs | 543 | 515 | 1,270 | 1,148 |
General, administrative and professional fees | 29,984 | 43,079 | 72,519 | 83,839 |
Loss on extinguishment of debt, net | 0 | 4,022 | 0 | 4,427 |
Merger-related expenses and deal costs | 6,586 | 4,600 | 14,804 | 6,780 |
Allowance on loans receivable and investments | 29,655 | 0 | 29,655 | 0 |
Other | 3,382 | (11,481) | 7,090 | (11,458) |
Total expenses | 1,041,481 | 813,192 | 1,943,170 | 1,634,236 |
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests | (98,283) | 137,525 | 12,082 | 259,355 |
Loss from unconsolidated entities | (5,850) | (2,529) | (16,726) | (3,475) |
Gain on real estate dispositions | 1,254 | 19,150 | 227,479 | 24,597 |
Income tax (expense) benefit | (56,356) | 57,752 | 92,660 | 59,009 |
(Loss) income from continuing operations | (159,235) | 211,898 | 315,495 | 339,486 |
Net (loss) income | (159,235) | 211,898 | 315,495 | 339,486 |
Net (loss) income attributable to noncontrolling interests | (2,065) | 1,369 | (452) | 3,172 |
Net (loss) income attributable to common stockholders | $ (157,170) | $ 210,529 | $ 315,947 | $ 336,314 |
Income from continuing operations (in usd per share) | $ (0.43) | $ 0.59 | $ 0.85 | $ 0.94 |
Net income attributable to common stockholders (in usd per share) | (0.42) | 0.58 | 0.85 | 0.94 |
Income from continuing operations (in usd per share) | (0.43) | 0.58 | 0.84 | 0.93 |
Net income attributable to common stockholders (in usd per share) | $ (0.42) | $ 0.58 | $ 0.84 | $ 0.93 |
Triple-Net Leased Properties | ||||
Rental income | $ 176,240 | $ 196,382 | $ 371,102 | $ 396,450 |
Property-level operating expenses | 5,275 | 6,321 | 13,754 | |
Office Operations | ||||
Rental income | 192,925 | 202,188 | 401,320 | 403,616 |
Property-level operating expenses | 60,752 | 62,743 | 124,828 | |
Resident Fees and Services | ||||
Other revenues | 549,329 | 520,725 | 1,126,099 | 1,042,172 |
Office Building and Other Services Revenue | ||||
Other revenues | 3,673 | 2,691 | $ 6,801 | 5,209 |
Senior Living Operations | ||||
Property-level operating expenses | $ 432,578 | $ 366,837 | $ 727,823 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ (159,235) | $ 211,898 | $ 315,495 | $ 339,486 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (4,309) | (8,586) | (12,849) | (4,759) |
Unrealized gain (loss) on available for sale securities | 31,440 | (2,395) | (20,259) | 6,896 |
Derivative instruments | (2,788) | (16,625) | (21,375) | (22,063) |
Total other comprehensive income (loss) | 24,343 | (27,606) | (54,483) | (19,926) |
Comprehensive (loss) income | (134,892) | 184,292 | 261,012 | 319,560 |
Comprehensive income (loss) attributable to noncontrolling interests | 1,630 | 1,369 | (6,739) | 3,172 |
Comprehensive (loss) income attributable to common stockholders | $ (136,522) | $ 182,923 | $ 267,751 | $ 316,388 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock Par Value | Capital in Excess of Par Value | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | Total Ventas Stockholders’ Equity | Noncontrolling Interests | Cumulative effect of change in accounting principle | Cumulative effect of change in accounting principleCommon Stock Par Value | Cumulative effect of change in accounting principleCapital in Excess of Par Value | Cumulative effect of change in accounting principleAccumulated Other Comprehensive Loss | Cumulative effect of change in accounting principleRetained Earnings (Deficit) | Cumulative effect of change in accounting principleTreasury Stock | Cumulative effect of change in accounting principleTotal Ventas Stockholders’ Equity | Cumulative effect of change in accounting principleNoncontrolling Interests |
Beginning Balance at Dec. 31, 2018 | $ 10,271,594 | $ 89,125 | $ 13,076,528 | $ (19,582) | $ (2,930,214) | $ 0 | $ 10,215,857 | $ 55,737 | $ 638 | $ 0 | $ 0 | $ (163) | $ 801 | $ 0 | $ 638 | $ 0 |
Increase (decrease) in stockholders' equity | ||||||||||||||||
Net income attributable to common stockholders | 336,314 | 0 | 0 | 0 | 336,314 | 0 | 336,314 | |||||||||
Net income attributable to noncontrolling interest | 3,172 | 3,172 | ||||||||||||||
Net income | 339,486 | |||||||||||||||
Other comprehensive income | (19,926) | 0 | 0 | (19,926) | 0 | 0 | (19,926) | 0 | ||||||||
Net change in noncontrolling interests | (4,656) | 0 | (2,098) | 0 | 0 | 0 | (2,098) | (2,558) | ||||||||
Dividends to common stockholders | (580,188) | 0 | 0 | 0 | (580,188) | 0 | (580,188) | 0 | ||||||||
Issuance of common stock | 866,156 | 3,553 | 862,603 | 0 | 0 | 0 | 866,156 | 0 | ||||||||
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards and Other, after Forfeiture | 38,267 | 174 | 38,093 | 0 | 0 | 0 | 38,267 | 0 | ||||||||
Adjust redeemable OP unitholder interests to current fair value | (35,009) | 0 | (35,009) | 0 | 0 | 0 | (35,009) | 0 | ||||||||
Ending Balance at Jun. 30, 2019 | 10,876,362 | 92,852 | 13,940,117 | (39,671) | (3,173,287) | 0 | 10,820,011 | 56,351 | ||||||||
Beginning Balance at Mar. 31, 2019 | 10,206,013 | 89,579 | 13,160,550 | (12,065) | (3,088,401) | 0 | 10,149,663 | 56,350 | ||||||||
Increase (decrease) in stockholders' equity | ||||||||||||||||
Net income attributable to common stockholders | 210,529 | 0 | 0 | 0 | 210,529 | 0 | 210,529 | |||||||||
Net income attributable to noncontrolling interest | 1,369 | 1,369 | ||||||||||||||
Net income | 211,898 | |||||||||||||||
Other comprehensive income | (27,606) | 0 | 0 | (27,606) | 0 | 0 | (27,606) | 0 | ||||||||
Net change in noncontrolling interests | (1,776) | 0 | (408) | 0 | 0 | 0 | (408) | (1,368) | ||||||||
Dividends to common stockholders | (295,415) | 0 | 0 | 0 | (295,415) | 0 | (295,415) | 0 | ||||||||
Issuance of common stock | 767,718 | 3,163 | 764,555 | 0 | 0 | 0 | 767,718 | 0 | ||||||||
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards and Other, after Forfeiture | 31,471 | 110 | 31,361 | 0 | 0 | 0 | 31,471 | 0 | ||||||||
Adjust redeemable OP unitholder interests to current fair value | (15,941) | 0 | (15,941) | 0 | 0 | 0 | (15,941) | 0 | ||||||||
Ending Balance at Jun. 30, 2019 | 10,876,362 | 92,852 | 13,940,117 | (39,671) | (3,173,287) | 0 | 10,820,011 | 56,351 | ||||||||
Beginning Balance at Dec. 31, 2019 | 10,545,452 | 93,185 | 14,056,453 | (34,564) | (3,669,050) | (132) | 10,445,892 | 99,560 | ||||||||
Increase (decrease) in stockholders' equity | ||||||||||||||||
Net income attributable to common stockholders | 315,947 | 0 | 0 | 0 | 315,947 | 0 | 315,947 | |||||||||
Net income attributable to noncontrolling interest | (452) | |||||||||||||||
Net income | 315,495 | |||||||||||||||
Other comprehensive income | (54,483) | 0 | 0 | (48,197) | 0 | 0 | (48,197) | (6,286) | ||||||||
Net change in noncontrolling interests | (3,111) | 0 | 1,013 | 0 | 0 | 0 | 1,013 | (4,124) | ||||||||
Dividends to common stockholders | (464,608) | 0 | 0 | 0 | (464,608) | 0 | (464,608) | 0 | ||||||||
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards and Other, after Forfeiture | 13,405 | 76 | 12,893 | 0 | 1,251 | (815) | 13,405 | 0 | ||||||||
Adjust redeemable OP unitholder interests to current fair value | 48,022 | 0 | 48,022 | 0 | 0 | 0 | 48,022 | 0 | ||||||||
Redemption of OP Units | (262) | 0 | (262) | 0 | 0 | 0 | (262) | 0 | ||||||||
Ending Balance at Jun. 30, 2020 | 10,399,910 | 93,261 | 14,118,119 | (82,761) | (3,816,460) | (947) | 10,311,212 | 88,698 | ||||||||
Beginning Balance at Mar. 31, 2020 | 10,716,397 | 93,256 | 14,135,657 | (103,408) | (3,491,696) | (867) | 10,632,942 | 83,455 | ||||||||
Increase (decrease) in stockholders' equity | ||||||||||||||||
Net income attributable to common stockholders | (157,170) | 0 | 0 | 0 | (157,170) | 0 | (157,170) | |||||||||
Net income attributable to noncontrolling interest | (2,065) | (2,065) | ||||||||||||||
Net income | (159,235) | |||||||||||||||
Other comprehensive income | 24,343 | 0 | 0 | 20,647 | 0 | 0 | 20,647 | 3,696 | ||||||||
Net change in noncontrolling interests | 3,864 | 0 | 252 | 0 | 0 | 0 | 252 | 3,612 | ||||||||
Dividends to common stockholders | (168,126) | 0 | 0 | 0 | (168,126) | 0 | (168,126) | 0 | ||||||||
Stock Issued During Period, Value, Share-based Payment Arrangements, Restricted Stock Awards and Other, after Forfeiture | 2,456 | 5 | 1,999 | 0 | 532 | (80) | 2,456 | 0 | ||||||||
Adjust redeemable OP unitholder interests to current fair value | (19,789) | 0 | (19,789) | 0 | 0 | 0 | (19,789) | 0 | ||||||||
Ending Balance at Jun. 30, 2020 | $ 10,399,910 | $ 93,261 | $ 14,118,119 | $ (82,761) | $ (3,816,460) | $ (947) | $ 10,311,212 | $ 88,698 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends to common stockholders, per share (in usd per share) | $ 0.45 | $ 0.7925 | $ 1.2425 | $ 1.585 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 315,495 | $ 339,486 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 598,431 | 462,107 |
Amortization of deferred revenue and lease intangibles, net | (6,334) | (6,145) |
Other non-cash amortization | 9,653 | 11,587 |
Allowance on loans receivable and investments | 29,655 | 0 |
Stock-based compensation | 11,557 | 18,475 |
Straight-lining of rental income | 91,499 | (17,000) |
Loss on extinguishment of debt, net | 0 | 4,427 |
Gain on real estate dispositions | (227,479) | (24,597) |
Gain on real estate loan investments | (167) | 0 |
Income tax benefit | (95,127) | (61,195) |
Income Loss From Equity Method Investments, Non-cash Portion | (16,734) | (3,475) |
Distributions from unconsolidated entities | 1,600 | 1,300 |
Other | 12,756 | 5,091 |
Changes in operating assets and liabilities: | ||
Increase in other assets | (12,463) | (44,472) |
Increase in accrued interest | 7,094 | 11,398 |
(Decrease) increase in accounts payable and other liabilities | (32,893) | 25,282 |
Net cash provided by operating activities | 720,011 | 729,219 |
Cash flows from investing activities: | ||
Net investment in real estate property | (77,469) | (208,039) |
Investment in loans receivable | (67,290) | (507,148) |
Proceeds from real estate disposals | 627,804 | 74,405 |
Proceeds from loans receivable | 106,775 | 289,657 |
Development project expenditures | (180,398) | (114,226) |
Payments for Capital Improvements | (53,519) | (58,381) |
Investment in unconsolidated entities | (7,865) | (934) |
Insurance proceeds for property damage claims | 42 | 16,939 |
Net cash provided by (used in) investing activities | 348,080 | (507,727) |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 465,416 | (506,551) |
Net change in borrowings under commercial paper program | (565,524) | 269,810 |
Proceeds from debt | 640,533 | 712,934 |
Repayment of debt | (111,301) | (997,061) |
Payment of deferred financing costs | (7,549) | (6,837) |
Issuance of common stock, net | 0 | 866,033 |
Cash distribution to common stockholders | (592,285) | (567,142) |
Cash distribution to redeemable OP unitholders | (4,628) | (4,551) |
Cash issued for redemption of OP Units | (570) | 0 |
Contributions from noncontrolling interests | 346 | 3,594 |
Distributions to noncontrolling interests | (6,293) | (4,103) |
Proceeds from stock option exercises | 3,518 | 25,738 |
Other | (4,891) | (6,732) |
Net cash used in financing activities | (183,228) | (214,868) |
Net increase in cash, cash equivalents and restricted cash | 884,863 | 6,624 |
Effect of foreign currency translation | (1,829) | 208 |
Cash, cash equivalents and restricted cash at beginning of period | 146,102 | 131,464 |
Cash, cash equivalents and restricted cash at end of period | 1,029,136 | 138,296 |
Assets and liabilities assumed from acquisitions and other: | ||
Real estate investments | 77,111 | 1,069 |
Other assets | 614 | 183 |
Debt | 55,368 | 0 |
Other liabilities | 2,097 | 1,252 |
Noncontrolling interests | $ 20,259 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1—DESCRIPTION OF BUSINESS Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) with a highly diversified portfolio of senior housing, research and innovation, and healthcare properties located throughout the United States, Canada and the United Kingdom. As of June 30, 2020, we owned or managed through unconsolidated joint ventures approximately 1,200 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. We also had 20 properties under development, including two properties that are owned by unconsolidated real estate entities. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois. We primarily invest in senior housing, research and innovation, and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of June 30, 2020, we leased a total of 385 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) leased from us 122 properties (excluding two properties managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties, respectively, as of June 30, 2020. As of June 30, 2020, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 435 senior housing communities for us. Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to senior housing and healthcare operators or properties. COVID-19 Update In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in China. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The outbreak has spread around the world, including throughout the United States. The COVID-19 pandemic and actions taken to prevent its spread continue to affect our business in a number of ways. In our senior living operating portfolio, occupancy, revenue and net operating income decreased as resident move-ins decreased and operating costs increased as a result of the pandemic. Our triple-net senior housing tenants experienced similar occupancy, revenue and cost pressure trends as our senior living operators. While we collected substantially all triple-net senior housing rent we expected to receive in the first and second quarters, we have given and may continue to provide financial support to our triple-net tenants in the form of rent deferrals and application of portions of lease deposits to fulfill payment obligations. We also recently made material changes to our senior housing triple-net leases with Holiday Retirement and Brookdale Senior Living, respectively, which will decrease our net operating income. Without financial support or other government assistance, certain of our triple-net senior housing tenants will likely experience worsening financial conditions through the third quarter, which would pressure their rent coverage ratios and may affect their ability to pay us contractual rent in full on a timely basis. In our healthcare triple-net leased properties portfolio, we collected substantially all rent due in the first and second quarters. This cohort of tenants has benefitted from significant government financial support to partially offset the direct financial impact of the COVID-19 pandemic on healthcare providers. Nationally, hospital inpatient admissions and surgeries have rebounded, although still below pre-COVID-19 levels, depending on the particular market. In our office operations segment, we received 99% of contractual rents in the second quarter. Substantially all of our medical office buildings are in states that have either reopened for elective procedures or announced the resumption of elective procedures, which are an important driver of financial performance for many of our medical office tenants. In March 2020, we took precautionary steps to increase liquidity and preserve financial flexibility in light of the uncertainty resulting from the COVID-19 pandemic by drawing $2.75 billion under our $3.0 billion unsecured revolving credit facility. Due to improved capital market conditions and the decisive actions described below, we have since repaid all borrowings under the facility. As of August 5, 2020, we had approximately $3.5 billion in liquidity, including availability under our revolving credit facility, cash and cash equivalents on hand, with no borrowings outstanding under our commercial paper program and negligible near-term debt maturing. In June 2020, our Board of Directors declared a second quarter 2020 dividend of $0.45 per share, which was paid in July and represented a 43 percent reduction from the first quarter dividend of $0.7925 per share. This measure enabled us to conserve approximately $130 million of cash per quarter compared to the prior dividend level. In order to further conserve capital, we have reduced expected capital expenditures for 2020 by $0.3 billion to a new expected total of $0.5 billion, mainly through pausing certain ground-up developments that were not yet substantially underway. Also, in June, we eliminated roles representing over 25% of our corporate positions, excluding onsite field personnel. For the secon d half of 2020, the base salaries of our CEO and other executive officers was voluntarily reduced by 20% and 10%, respectively. As a result of these capital conservation actions, we expect that our third quarter 2020 annualized general and administrative expenses will be approximately $25 million to $30 million lower than our reported general and administrative expenses for full-year 2019. The federal government, as well as state and local governments, have implemented or announced programs to provide financial and other support to businesses affected by the COVID-19 pandemic, some of which benefit or could benefit our company, tenants, operators, borrowers and managers. For example, the Department of Health and Human Services (“HHS”) Provider Relief Fund for COVID-19 is currently providing grants to licensed senior living providers that bill Medicaid. Eligible providers will receive payments of at least 2% of all annual gross patient care revenues. If HHS funding is ultimately expanded to all licensed senior living providers, we expect most of our senior living communities to benefit. The future impact of the COVID-19 pandemic is highly uncertain. Many of the trends highlighted above have continued into the third quarter. The extent of the COVID-19 pandemic’s continued and ultimate effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, the rate at which governments across the country lift restrictions and the extent and duration of any rollback of restrictions and the availability of government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows but it could be material. We have not identified the COVID-19 pandemic, on its own, as a "triggering event" for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of June 30, 2020, we considered the effect of the pandemic on certain of our assets (described below) and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. As a result, we have recognized the following charges for the quarter ended June 30, 2020: • Adjustment to rental income: As of June 30, 2020, we concluded that it is probable we would not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized an adjustment to rental income of $54.2 million. Subsequent to June 30, 2020, rental payments from these tenants will be recognized in rental income when received. • Impairment of real estate assets: As of June 30, 2020, we concluded that our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets did not exceed the assets' respective carrying values. As such, during the quarter ended June 30, 2020 we recognized $108.8 million of impairments representing the difference between the assets' carrying value and estimated fair value of $192.8 million. The impaired assets, primarily senior housing communities, represent less than 1% of our consolidated net real estate property as of June 30, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our senior living operations reportable business segment. • Loss on financial instruments and impairment of unconsolidated entities: As of June 30, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivables and government-sponsored pooled loan investments and impairments have occurred with respect to unconsolidated entities. As a result, (a) we established allowances of $20.8 million and $8.8 million, respectively, which reduces the amounts presented on our Consolidated Balance Sheets with a corresponding loss on financial instruments in our Consolidated Statements of Income, and (b) we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity. No allowances are recorded within our portfolios of secured mortgage loans or marketable debt securities. • Deferred tax asset valuation allowance: As of June 30, 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our cumulative loss in recent years for certain of our taxable REIT subsidiaries. As a result, we recorded a valuation allowance of $56.4 million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax (expense) benefit in our Consolidated Statements of Income. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | NOTE 2—ACCOUNTING POLICIES The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 24, 2020. Certain prior period amounts have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact 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 perform this analysis on an ongoing basis. As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”). We consolidate several VIEs that share the following common characteristics: • the VIE is in the legal form of an LP or LLC; • the VIE was designed to own and manage its underlying real estate investments; • we are the general partner or managing member of the VIE; • we own a majority of the voting interests in the VIE; • a minority of voting interests in the VIE are owned by external third parties, unrelated to us; • the minority owners do not have substantive kick-out or participating rights in the VIE; and • we are the primary beneficiary of the VIE. We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that we are the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets. June 30, 2020 December 31, 2019 Total Assets Total Liabilities Total Assets Total Liabilities (In thousands) NHP/PMB L.P. $ 656,814 $ 238,045 $ 666,404 $ 244,934 Other identified VIEs 3,878,671 1,498,774 4,075,821 1,459,830 Tax credit VIEs 914,968 352,945 845,229 333,809 Investments in Unconsolidated Entities We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee's earnings or losses which is included in our Consolidated Statements of Income. We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments. We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss is allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation. Redeemable OP Unitholder and Noncontrolling Interests We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As of June 30, 2020, third party investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining 69%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units. As redemption rights are outside of our control, the redeemable OP Units are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of June 30, 2020 and December 31, 2019, the fair value of the redeemable OP Units was $119.2 million and $171.2 million, respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units. Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at June 30, 2020 and December 31, 2019. Accordingly, we record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value, which is primarily based on the fair value of the underlying real estate asset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value. Accounting for Historic and New Markets Tax Credits For certain of our research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”) and/or new markets tax credits (“NMTCs”). As of June 30, 2020, we owned 11 properties, including two properties in development, that had syndicated HTCs or NMTCs, or both, to TCIs. In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities. HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods. The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above. Fair Values of Financial Instruments Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy). Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We use the following methods and assumptions in estimating the fair value of our financial instruments. • Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments. • Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments. • Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs, including underlying asset performance and credit quality. We discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings. • Available for sale securities - We estimate the fair value of marketable debt securities using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates. • Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs. ◦ Interest rate caps - We observe forward yield curves and other relevant information. ◦ Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates. ◦ Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates. • Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above). • Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs. We base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances. Impairment of Long-Lived and Intangible Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period. We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment. We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with estimating the fair value of the reporting unit. On January 1, 2020 we adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment , which removes the traditional “Step 2” of the goodwill impairment test that required a hypothetical purchase price allocation. A goodwill impairment, if any, will be recognized in the period it is determined and is now measured as the amount by which a reporting unit’s carrying value exceeds its fair value. Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. Revenue Recognition Triple-Net Leased Properties and Office Operations Certain of our triple-net leases and most of our MOB and research and innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At June 30, 2020 and December 31, 2019, this cumulative excess totaled $178.7 million and $278.8 million, respectively (excluding properties classified as held for sale). Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents, we recognize a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions. Senior Living Operations Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. Other We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise interest income is recognized on a cash basis. On January 1, we adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require us to evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in earlier recognition of credit losses on loans and other financial instruments. Under prior guidance, we generally only considered past events and current conditions in measuring an incurred loss. We will establish a reserve for any estimated credit losses using this model with a corresponding charge to net income. We adopted ASU 2016-13 using the modified retrospective method and we established no reserve upon adoption. Lease Accounting We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in the Company's Consolidated Statements of Income. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 3—CONCENTRATION OF CREDIT RISK As of June 30, 2020, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 20.7%, 10.5%, 7.9%, 4.9% and 1.0%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of June 30, 2020). Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. Based on gross book value, approximately 47.0% and 16.5% of our consolidated real estate investments were senior housing communities included in the senior living operations and triple-net leased properties reportable business segments, respectively (excluding properties classified as held for sale as of June 30, 2020). MOBs, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 36.5%. Our consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of June 30, 2020, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building services costs) for the three months then ended. Triple-Net Leased Properties The following table reflects the concentration risk related to our triple-net leased properties for the periods presented: For the Three Months Ended June 30, 2020 2019 Revenues (1) : Brookdale Senior Living 4.9 % 4.8 % Ardent 3.2 3.1 Kindred 3.5 3.4 NOI: Brookdale Senior Living 10.4 % 8.9 % Ardent 6.8 5.8 Kindred 7.4 6.4 (1) Total revenues include office building and other services revenue, income from loans and investments and interest and other income. Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty. The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the three months ended June 30, 2020 and 2019. If Brookdale Senior Living, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and other obligations and our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Ardent and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all. Brookdale Transaction In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living. The Agreements modify our current arrangements with Brookdale Senior Living as follows: We received up-front consideration approximating $235 million dollars, which will be amortized over the remaining lease term and consisted of: (a) $162 million in cash including $47 million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $45 million cash pay note (the “Note”) from Brookdale. The Note has an initial interest rate of nine percent, increasing 50 basis points per annum, and matures on December 31, 2025; (c) warrants exercisable for 16.3 million shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share. Base cash rent under the Brookdale Lease is set at $100 million per annum starting in July 2020, with three percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by, and the Note is a direct obligation of, Brookdale Senior Living. Brookdale Senior Living transferred fee ownership of five senior living communities to us, in full satisfaction and repayment of a $78 million loan to Brookdale Senior Living from us that was secured by the five communities. Brookdale Senior Living will now manage those communities for us under a terminable management agreement. Holiday Transaction In April 2020, we completed a transaction with affiliates of Holiday Retirement (collectively, “Holiday”), including (a) entry into a new, terminable management agreement with Holiday Management Company for our 26 independent living assets previously subject to a triple-net lease (the “Holiday Lease”) with Holiday; (b) termination of the Holiday Lease; and (c) our receipt from Holiday of $33.8 million in cash from the transfer to us of deposits under the Holiday Lease and $66 million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized net income of $50.2 million, composed of $99.8 million of cash and notes received less $49.6 million from the write-off of accumulated straight-line receivable. Senior Living Operations As of June 30, 2020, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 260 of our 428 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements. We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s or Sunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s or Sunrise’s senior management or equity ownership or any adverse developments in their businesses or financial condition could have a Material Adverse Effect on us. Brookdale Senior Living, Kindred, Atria, Sunrise and Ardent Information Brookdale Senior Living is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale Senior Living contained or referred to in this Quarterly Report on Form 10-Q has been derived from SEC filings made by Brookdale Senior Living or other publicly available information, or was provided to us by Brookdale Senior Living, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s publicly available filings, which can be found at the SEC’s website at www.sec.gov. Kindred, Atria, Sunrise and Ardent are not currently subject to the reporting requirements of the SEC. The information related to Kindred, Atria, Sunrise and Ardent contained or referred to in this Quarterly Report on Form 10-Q has been derived from publicly available information or was provided to us by Kindred, Atria, Sunrise or Ardent, as the case may be, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. |
DISPOSITIONS
DISPOSITIONS | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | NOTE 4—DISPOSITIONS AND IMPAIRMENTS 2020 Activity In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Fund”), a perpetual life vehicle that focuses on investments in research and innovation centers, medical office buildings and senior housing communities in North America. To seed the Fund, we contributed six (two of which are on the same campus) stabilized research and innovation and medical office properties. We received cash consideration of $620 million and a 21% interest in the Fund. We recognized a gain on the transactions of $224.6 million. Also, during the six months ended June 30, 2020, we sold one MOB, one senior housing community and one triple-net leased property for aggregate consideration of $11.5 million and we recognized a gain on the sale of these assets of $2.8 million. Real Estate Impairment We recognized impairments of $121.5 million and $13.5 million, respectively, for the six months ended June 30, 2020 and 2019, which are recorded in depreciation and amortization in our Consolidated Statements of Income. Other than charges relating to properties directly impacted by COVID-19 (See “Note 1 - Description Of Business - COVID-19 Update”), our recorded impairments were primarily the result of a change in our intent to hold the impaired assets. In most cases, we recognize an impairment in the periods in which our change in intent is made. Assets Held for Sale The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties. As of June 30, 2020 As of December 31, 2019 Number of Properties Held for Sale Assets Held for Sale Liabilities Related to Assets Number of Properties Held for Sale Assets Held for Sale Liabilities Related to Assets (Dollars in thousands) Triple-Net Leased Properties 8 $ 51,892 $ 1,656 8 $ 62,098 $ 1,623 Office Operations 1 8,520 1,935 1 5,177 499 Senior Living Operations 5 21,405 2,182 6 24,158 3,341 Total 14 $ 81,817 $ 5,773 15 $ 91,433 $ 5,463 |
LOANS RECEIVABLE AND INVESTMENT
LOANS RECEIVABLE AND INVESTMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Loans Receivable And Investments [Abstract] | |
LOANS RECEIVABLE AND INVESTMENTS | NOTE 5—LOANS RECEIVABLE AND INVESTMENTS As of June 30, 2020 and December 31, 2019, we had $918.6 million and $1.0 billion, respectively, of net loans receivable and investments relating to senior housing and healthcare operators or properties. The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available for sale investments: Carrying Amount Amortized Cost Fair Value Unrealized Gain (In thousands) As of June 30, 2020: Secured/mortgage loans and other, net $ 633,582 $ 633,582 $ 529,374 $ — Government-sponsored pooled loan investments, net (1) (3) 48,249 53,603 48,249 3,492 Total investments reported as secured loans receivable and investments, net 681,831 687,185 577,623 3,492 Non-mortgage loans receivable, net (3) 16,146 40,648 15,007 — Marketable debt securities (2) 220,630 213,195 220,630 7,435 Total loans receivable and investments, net $ 918,607 $ 941,028 $ 813,260 $ 10,927 As of December 31, 2019: Secured/mortgage loans and other, net $ 645,546 $ 645,546 $ 646,925 $ — Government-sponsored pooled loan investments, net (1) 59,066 52,178 59,066 6,888 Total investments reported as secured loans receivable and investments, net 704,612 697,724 705,991 6,888 Non-mortgage loans receivable, net 63,724 63,724 63,538 — Marketable debt securities (2) 237,360 213,062 237,360 24,298 Total loans receivable and investments, net $ 1,005,696 $ 974,510 $ 1,006,889 $ 31,186 (1) Investments in government-sponsored pool loans have contractual maturity dates in 2021 and 2023. (2) Investments in marketable debt securities have contractual maturity dates in 2024 and 2026. (3) As of June 30, 2020, the carrying amounts for government-sponsored pooled loan investments, net and non-mortgage loans receivable, net reflect allowances of $8.8 million and $24.5 million, respectively. 2020 Activity During the six months ended June 30, 2020, we received aggregate proceeds of $106.1 million for the full repayment of the principal balances of various loans receivable with a weighted average interest rate of 8.3% that were due to mature between 2020 and 2025, resulting in total gains of $1.4 million. In April 2020, we received as consideration $66 million of notes secured by equity pledges on real estate assets with an effective interest rate of 9.2% in connection with the termination of the Holiday Lease. See “Note 3 - Concentration Of Credit Risk”. In June 2020, we recognized $29.7 million in expense in establishing allowances on our loan and investment portfolio (see “Note 1 - Description Of Business - COVID-19 Update”). |
INVESTMENTS IN UNCONSOLIDATED E
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | NOTE 6—INVESTMENTS IN UNCONSOLIDATED ENTITIES We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. At June 30, 2020, we had a 25% interest in a real estate joint venture that has a majority ownership in eight properties and two properties under development. In March 2020, we formed the Fund in which we are manager, general partner and had a 21% ownership interest. See “Note 4 - Dispositions And Impairments.” We account for our interests in real estate joint ventures, including the Fund, as well as our 34% interest in Atria, 34% interest in Eclipse Senior Living (“ESL”) and 9.8% interest in Ardent, which are included within other assets on our Consolidated Balance Sheets, under the equity method of accounting. Our 34% ownership interest in Atria entitles us to customary rights and minority protections, including the right to appoint two of six members to the Atria Board of Directors. Our 34% ownership interest in ESL entitles us to customary rights and minority protections, including the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66% controlling interest. Our 9.8% ownership interest in Ardent entitles us to certain rights and minority protections, as well as the right to appoint one of 11 members on the Ardent Board of Directors. With the exception of our interests in Atria, ESL and Ardent, we provide various services to unconsolidated entities in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $1.5 million and $0.8 million for the three months ended June 30, 2020 and 2019, respectively, and $2.4 million and $1.6 million for the six months ended June 30, 2020 and 2019, respectively, which is included in office building and other services revenue in our Consolidated Statements of Income. In June 2020, as a result of COVID-19, we recognized an impairment charge of $10.7 million related to our investment in an unconsolidated entity (see “Note 1 - Description Of Business - COVID-19 Update”). |
INTANGIBLES
INTANGIBLES | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
INTANGIBLES | NOTE 7—INTANGIBLES The following is a summary of our intangibles: As of June 30, 2020 As of December 31, 2019 Balance Remaining Balance Remaining (Dollars in thousands) Intangible assets: Above market lease intangibles $ 142,551 6.7 $ 145,891 6.9 In-place and other lease intangibles 1,097,937 10.8 1,160,261 10.6 Goodwill 1,050,115 N/A 1,051,161 N/A Other intangibles 35,766 10.5 35,837 10.9 Accumulated amortization (924,862) N/A (920,742) N/A Net intangible assets $ 1,401,507 10.3 $ 1,472,408 10.2 Intangible liabilities: Below market lease intangibles $ 339,173 14.4 $ 349,357 14.5 Other lease intangibles 13,498 N/A 13,498 N/A Accumulated amortization (205,255) N/A (203,834) N/A Purchase option intangibles 3,568 N/A 3,568 N/A Net intangible liabilities $ 150,984 14.4 $ 162,589 14.5 N/A—Not Applicable. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 8—OTHER ASSETS The following is a summary of our other assets: As of June 30, 2020 As of December 31, 2019 (In thousands) Straight-line rent receivables $ 178,690 $ 278,833 Non-mortgage loans receivable, net 16,146 63,724 Marketable debt securities 220,630 237,360 Other intangibles, net 4,859 5,149 Investment in unconsolidated operating entities 40,332 59,301 Other 226,747 232,929 Total other assets $ 687,404 $ 877,296 |
SENIOR NOTES PAYABLE AND OTHER
SENIOR NOTES PAYABLE AND OTHER DEBT | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE AND OTHER DEBT | NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT The following is a summary of our senior notes payable and other debt: As of June 30, 2020 As of December 31, 2019 (In thousands) Unsecured revolving credit facility (1) $ 587,206 $ 120,787 Commercial paper notes — 567,450 Secured revolving construction credit facility due 2022 157,156 160,492 Floating Rate Senior Notes, Series F due 2021 (2) 221,027 231,018 3.25% Senior Notes due 2022 500,000 500,000 3.30% Senior Notes, Series C due 2022 (2) 184,189 192,515 Unsecured term loan due 2023 200,000 200,000 3.125% Senior Notes due 2023 400,000 400,000 3.10% Senior Notes due 2023 400,000 400,000 2.55% Senior Notes, Series D due 2023 (2) 202,608 211,767 3.50% Senior Notes due 2024 400,000 400,000 3.75% Senior Notes due 2024 400,000 400,000 4.125% Senior Notes, Series B due 2024 (2) 184,189 192,515 2.80% Senior Notes, Series E due 2024 (2) 442,054 462,036 Unsecured term loan due 2025 (2) 368,378 385,030 3.50% Senior Notes due 2025 600,000 600,000 2.65% Senior Notes due 2025 450,000 450,000 4.125% Senior Notes due 2026 500,000 500,000 3.25% Senior Notes due 2026 450,000 450,000 3.85% Senior Notes due 2027 400,000 400,000 4.00% Senior Notes due 2028 650,000 650,000 4.40% Senior Notes due 2029 750,000 750,000 3.00% Senior Notes due 2030 650,000 650,000 4.75% Senior Notes due 2030 500,000 — 6.90% Senior Notes due 2037 (3) 52,400 52,400 6.59% Senior Notes due 2038 (3) 22,823 22,823 5.70% Senior Notes due 2043 300,000 300,000 4.375% Senior Notes due 2045 300,000 300,000 4.875% Senior Notes due 2049 300,000 300,000 Mortgage loans and other 2,056,287 1,996,969 Total 12,628,317 12,245,802 Deferred financing costs, net (78,260) (79,939) Unamortized fair value adjustment 14,944 20,056 Unamortized discounts (34,965) (27,146) Senior notes payable and other debt $ 12,530,036 $ 12,158,773 (1) As of June 30, 2020 and December 31, 2019, respectively, $12.5 million and $26.2 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $24.7 million and $27.6 million were denominated in British pounds as of June 30, 2020 and December 31, 2019, respectively. (2) Canadian Dollar debt obligations shown in US Dollars. (3) Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028. As of June 30, 2020, our indebtedness had the following maturities: Principal Amount Unsecured Revolving Credit Facility and Commercial Paper Notes (1) Scheduled Periodic Total Maturities (In thousands) 2020 $ 136,671 $ — $ 22,568 $ 159,239 2021 418,035 587,206 42,469 1,047,710 2022 1,261,138 — 36,492 1,297,630 2023 1,586,472 — 23,287 1,609,759 2024 1,545,310 — 17,308 1,562,618 Thereafter 6,848,401 — 102,960 6,951,361 Total maturities $ 11,796,027 $ 587,206 $ 245,084 $ 12,628,317 (1) At June 30, 2020, we had unrestricted cash and cash equivalents of $1.0 billion, which exceeds the borrowings outstanding under our unsecured revolving credit facility and commercial paper program. Credit Facilities, Commercial Paper and Unsecured Term Loans Our unsecured credit facility is comprised of a $3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875% as of June 30, 2020. The unsecured revolving credit facility matures in April 2021, but may be extended at our option subject to the satisfaction of certain conditions, including all representations and warranties being correct in all material respects with no existing defaults, for two additional periods of six months each to April 2022. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion. Our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the United States commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of June 30, 2020, we had no borrowings outstanding under our commercial paper program. As of June 30, 2020, $587.2 million was outstanding under the unsecured revolving credit facility with an additional $23.9 million restricted to support outstanding letters of credit. In addition, we limit our utilization of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding. We had $2.4 billion in available liquidity under the unsecured revolving credit facility as of June 30, 2020. As of June 30, 2020, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million. As of June 30, 2020, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025. As of June 30, 2020, we had a $400.0 million secured revolving construction credit facility with $157.2 million of borrowings outstanding. The secured revolving construction credit facility matures in 2022 and is primarily used to finance the development of research and innovation centers and other construction projects. Senior Notes In March 2020, Ventas Realty issued $500.0 million aggregate principal amount of 4.75% senior notes due 2030 at a public offering price equal to 97.86% of par. The notes were settled and proceeds were received in April 2020. |
FAIR VALUES OF FINANCIAL INSTRU
FAIR VALUES OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUES OF FINANCIAL INSTRUMENTS | NOTE 10—FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of our financial instruments were as follows: As of June 30, 2020 As of December 31, 2019 Carrying Fair Value Carrying Fair Value (In thousands) Assets: Cash and cash equivalents $ 992,824 $ 992,824 $ 106,363 $ 106,363 Escrow deposits and restricted cash 36,312 36,312 39,739 39,739 Secured mortgage loans and other, net 633,582 529,374 645,546 646,925 Non-mortgage loans receivable, net 16,146 15,007 63,724 63,538 Marketable debt securities 220,630 220,630 237,360 237,360 Government-sponsored pooled loan investments, net 48,249 48,249 59,066 59,066 Derivative instruments 707 707 738 738 Liabilities: Senior notes payable and other debt, gross 12,628,317 13,095,984 12,245,802 12,778,758 Derivative instruments 31,962 31,962 12,987 12,987 Redeemable OP Units 119,233 119,233 171,178 171,178 For a discussion of the assumptions considered, refer to “Note 2 - Accounting Policies.” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange. |
LITIGATION
LITIGATION | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 11—LITIGATION Proceedings Arising in Connection with Our Business From time to time, we are party to various legal actions, regulatory proceedings and claims (some of which may not be fully insured and some of which may allege large damage amounts) arising in connection with our business, including our senior living and office operations. These claims may include, among other things, professional liability and general liability claims, unfair business practices claims, employment claims and regulatory proceedings related to our senior living operations, the risks of which has increased as a result of the COVID-19 pandemic. It is the opinion of management, except as otherwise set forth in this note, that the disposition of any such actions, investigations and claims that are currently pending will not, individually or in the aggregate, have a Material Adverse Effect on us. However, regardless of their merits, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these actions, investigations and claims, and if management’s assessment of our liability with respect thereto is incorrect, such actions, investigations and claims could have a Material Adverse Effect on us. Proceedings against Tenants, Operators and Managers From time to time, Atria, Sunrise, Brookdale Senior Living, Ardent, Kindred and our other tenants, operators and managers are parties to certain legal actions, regulatory proceedings and claims arising in the conduct of their business and operations, the risk of which has increased as a result of the COVID-19 pandemic. In other circumstances, regardless of whether we are a named party in the legal actions, regulatory proceedings or claims, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators and managers against such actions, proceedings or claims. The unfavorable resolution of any such actions, proceedings or claims could, individually or in the aggregate, materially adversely affect our or such tenants’, operators’ or managers’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us. Proceedings Indemnified and Defended by Third Parties From time to time, we are party to certain legal actions, regulatory proceedings and claims for which our tenants, operators, managers and other third parties are contractually obligated to indemnify, defend and hold us harmless in whole or in part. For instance, managers of our senior living communities and tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their management agreements, leases or other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates are required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the acquired assets and arising prior to our ownership or related to excluded assets and liabilities. In some cases, a portion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations. We are presently being defended by certain third parties in these types of matters. We cannot assure you that these third parties will continue to defend us in these matters, that they will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants’ or other obligated third parties’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12—INCOME TAXES We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended, for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax. Although the TRS entities and certain other foreign entities have paid minimal federal, state and foreign income taxes for the six months ended June 30, 2020, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant. Our consolidated provisions for income taxes for the three months ended June 30, 2020 and 2019 were an expense of $56.4 million and a benefit of $57.8 million, respectively. Our consolidated provisions for income taxes for the six months ended June 30, 2020 and 2019 were a benefit of $92.7 million and $59.0 million, respectively. The income tax expense for the three months ended June 30, 2020 was primarily due to a valuation allowance recorded against certain deferred tax assets. We have determined that these future tax benefits are not more likely than not to be realized. The income tax benefit for the six months ended June 30, 2020 was primarily due to a $152.9 million net deferred tax benefit related to an internal restructuring of certain US taxable REIT subsidiaries completed in the first quarter. The benefit resulted from the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the REIT in a tax-free transaction. The income tax benefit for the three and six months ended June 30, 2019 was primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Net deferred tax liabilities with respect to our TRS entities totaled $57.0 million and $200.8 million as of June 30, 2020 and December 31, 2019, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets, net of loss carryforwards. Net deferred tax assets with respect to our TRS entities totaled $0.3 million and $47.5 million as of June 30, 2020 and December 31, 2019, respectively, and related primarily to loss carryforwards. Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2016 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2015 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2015 and subsequent years. We are subject to audit in the United Kingdom generally for periods ended in and subsequent to 2018. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13—STOCKHOLDERS' EQUITY Capital Stock From time to time, we may sell up to an aggregate of $1.0 billion of our common stock under an “at-the-market” equity offering program (“ATM program”). During the six months ended June 30, 2020, we sold no shares of common stock under our ATM program. As of June 30, 2020, $822.1 million of our common stock remained available for sale under our ATM program. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss: As of June 30, 2020 As of December 31, 2019 (In thousands) Foreign currency translation $ (60,759) $ (51,743) Available for sale securities 7,121 27,380 Derivative instruments (29,123) (10,201) Total accumulated other comprehensive loss $ (82,761) $ (34,564) |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE 14—EARNINGS PER SHARE The following table shows the amounts used in computing our basic and diluted earnings per share: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 (In thousands, except per share amounts) Numerator for basic and diluted earnings per share: (Loss) income from continuing operations $ (159,235) $ 211,898 $ 315,495 $ 339,486 Net (loss) income (159,235) 211,898 315,495 339,486 Net (loss) income attributable to noncontrolling interests (2,065) 1,369 (452) 3,172 Net (loss) income attributable to common stockholders $ (157,170) $ 210,529 $ 315,947 $ 336,314 Denominator: Denominator for basic earnings per share—weighted average shares 372,982 361,722 372,905 359,301 Effect of dilutive securities: Stock options — 365 — 347 Restricted stock awards 87 468 140 454 OP unitholder interests 2,955 2,998 2,975 2,998 Denominator for diluted earnings per share—adjusted weighted average shares 376,024 365,553 376,020 363,100 Basic earnings per share: (Loss) income from continuing operations $ (0.43) $ 0.59 $ 0.85 $ 0.94 Net (loss) income attributable to common stockholders (0.42) 0.58 0.85 0.94 Diluted earnings per share: (1) (Loss) income from continuing operations $ (0.43) $ 0.58 $ 0.84 $ 0.93 Net (loss) income attributable to common stockholders (0.42) 0.58 0.84 0.93 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 15—SEGMENT INFORMATION As of June 30, 2020, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and research and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable. Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers. Summary information by reportable business segment is as follows: For the Three Months Ended June 30, 2020 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 176,240 $ — $ 192,925 $ — $ 369,165 Resident fees and services — 549,329 — — 549,329 Office building and other services revenue — — 2,257 1,416 3,673 Income from loans and investments — — — 19,491 19,491 Interest and other income — — — 1,540 1,540 Total revenues $ 176,240 $ 549,329 $ 195,182 $ 22,447 $ 943,198 Total revenues $ 176,240 $ 549,329 $ 195,182 $ 22,447 $ 943,198 Less: Interest and other income — — — 1,540 1,540 Property-level operating expenses 5,275 432,578 60,752 — 498,605 Office building services costs — — 543 — 543 Segment NOI $ 170,965 $ 116,751 $ 133,887 $ 20,907 442,510 Interest and other income 1,540 Interest expense (123,132) Depreciation and amortization (349,594) General, administrative and professional fees (29,984) Merger-related expenses and deal costs (6,586) Allowance on loans receivable and investments (29,655) Other (3,382) Loss from unconsolidated entities (5,850) Gain on real estate dispositions 1,254 Income tax expense (56,356) Loss from continuing operations (159,235) Net loss (159,235) Net loss attributable to noncontrolling interests (2,065) Net loss attributable to common stockholders $ (157,170) For the Three Months Ended June 30, 2019 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 196,382 $ — $ 202,188 $ — $ 398,570 Resident fees and services — 520,725 — — 520,725 Office building and other services revenue — — 1,850 841 2,691 Income from loans and investments — — — 19,529 19,529 Interest and other income — — — 9,202 9,202 Total revenues $ 196,382 $ 520,725 $ 204,038 $ 29,572 $ 950,717 Total revenues $ 196,382 $ 520,725 $ 204,038 $ 29,572 $ 950,717 Less: Interest and other income — — — 9,202 9,202 Property-level operating expenses 6,321 366,837 62,743 — 435,901 Office building services costs — — 515 — 515 Segment NOI $ 190,061 $ 153,888 $ 140,780 $ 20,370 505,099 Interest and other income 9,202 Interest expense (110,369) Depreciation and amortization (226,187) General, administrative and professional fees (43,079) Loss on extinguishment of debt, net (4,022) Merger-related expenses and deal costs (4,600) Other 11,481 Loss from unconsolidated entities (2,529) Gain on real estate dispositions 19,150 Income tax benefit 57,752 Income from continuing operations 211,898 Net income 211,898 Net income attributable to noncontrolling interests 1,369 Net income attributable to common stockholders $ 210,529 For the Six Months Ended June 30, 2020 Triple-Net Leased Properties Senior Living Operations Office Operations All Other Total (In thousands) Revenues: Rental income $ 371,102 $ — $ 401,320 $ — $ 772,422 Resident fees and services — 1,126,099 — — 1,126,099 Office building and other services revenue — — 4,432 2,369 6,801 Income from loans and investments — — — 43,537 43,537 Interest and other income — — — 6,393 6,393 Total revenues $ 371,102 $ 1,126,099 $ 405,752 $ 52,299 $ 1,955,252 Total revenues $ 371,102 $ 1,126,099 $ 405,752 $ 52,299 $ 1,955,252 Less: Interest and other income — — — 6,393 6,393 Property-level operating expenses 11,606 842,709 125,258 — 979,573 Office building services costs — — 1,270 — 1,270 Segment NOI $ 359,496 $ 283,390 $ 279,224 $ 45,906 968,016 Interest and other income 6,393 Interest expense (239,828) Depreciation and amortization (598,431) General, administrative and professional fees (72,519) Merger-related expenses and deal costs (14,804) Allowance on loans receivable and investments (29,655) Other (7,090) Loss from unconsolidated entities (16,726) Gain on real estate dispositions 227,479 Income tax benefit 92,660 Income from continuing operations 315,495 Net income 315,495 Net loss attributable to noncontrolling interests (452) Net income attributable to common stockholders $ 315,947 For the Six Months Ended June 30, 2019 Triple-Net Leased Properties Senior Living Operations Office Operations All Other Total (In thousands) Revenues: Rental income $ 396,450 $ — $ 403,616 $ — $ 800,066 Resident fees and services — 1,042,172 — — 1,042,172 Office building and other services revenue — — 3,626 1,583 5,209 Income from loans and investments — — — 36,655 36,655 Interest and other income — — — 9,489 9,489 Total revenues $ 396,450 $ 1,042,172 $ 407,242 $ 47,727 $ 1,893,591 Total revenues $ 396,450 $ 1,042,172 $ 407,242 $ 47,727 $ 1,893,591 Less: Interest and other income — — — 9,489 9,489 Property-level operating expenses 13,754 727,823 124,828 — 866,405 Office building services costs — — 1,148 — 1,148 Segment NOI $ 382,696 $ 314,349 $ 281,266 $ 38,238 1,016,549 Interest and other income 9,489 Interest expense (220,988) Depreciation and amortization (462,107) General, administrative and professional fees (83,839) Loss on extinguishment of debt, net (4,427) Merger-related expenses and deal costs (6,780) Other 11,458 Loss from unconsolidated entities (3,475) Gain on real estate dispositions 24,597 Income tax benefit 59,009 Income from continuing operations 339,486 Net income 339,486 Net income attributable to noncontrolling interests 3,172 Net income attributable to common stockholders $ 336,314 Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Capital expenditures: Triple-net leased properties $ 13,483 $ 5,656 $ 21,168 $ 14,247 Senior living operations 30,932 37,494 82,816 64,453 Office operations 66,415 252,792 207,402 301,946 Total capital expenditures $ 110,830 $ 295,942 $ 311,386 $ 380,646 Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenues: United States $ 843,324 $ 896,083 $ 1,751,518 $ 1,784,364 Canada 93,190 47,723 190,160 95,320 United Kingdom 6,684 6,911 13,574 13,907 Total revenues $ 943,198 $ 950,717 $ 1,955,252 $ 1,893,591 As of June 30, 2020 As of December 31, 2019 (In thousands) Net real estate property: United States $ 17,852,855 $ 18,631,352 Canada 2,796,358 2,830,850 United Kingdom 243,529 266,885 Total net real estate property $ 20,892,742 $ 21,729,087 |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Equity Method Investments [Policy Text Block] | Investments in Unconsolidated Entities We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee's earnings or losses which is included in our Consolidated Statements of Income. We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments. We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss is allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation. |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. |
Variable Interest Entity | We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact 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 perform this analysis on an ongoing basis. As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”). We consolidate several VIEs that share the following common characteristics: • the VIE is in the legal form of an LP or LLC; • the VIE was designed to own and manage its underlying real estate investments; • we are the general partner or managing member of the VIE; • we own a majority of the voting interests in the VIE; • a minority of voting interests in the VIE are owned by external third parties, unrelated to us; • the minority owners do not have substantive kick-out or participating rights in the VIE; and • we are the primary beneficiary of the VIE. We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that we are the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets. June 30, 2020 December 31, 2019 Total Assets Total Liabilities Total Assets Total Liabilities (In thousands) NHP/PMB L.P. $ 656,814 $ 238,045 $ 666,404 $ 244,934 Other identified VIEs 3,878,671 1,498,774 4,075,821 1,459,830 Tax credit VIEs 914,968 352,945 845,229 333,809 |
Redeemable OP Unitholder and Noncontrolling Interests | Redeemable OP Unitholder and Noncontrolling Interests We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As of June 30, 2020, third party investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining 69%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units. As redemption rights are outside of our control, the redeemable OP Units are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of June 30, 2020 and December 31, 2019, the fair value of the redeemable OP Units was $119.2 million and $171.2 million, |
Accounting for Historic and New Markets Tax Credits | Accounting for Historic and New Markets Tax Credits For certain of our research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”) and/or new markets tax credits (“NMTCs”). As of June 30, 2020, we owned 11 properties, including two properties in development, that had syndicated HTCs or NMTCs, or both, to TCIs. In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities. HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods. The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy). Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We use the following methods and assumptions in estimating the fair value of our financial instruments. • Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments. • Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments. • Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs, including underlying asset performance and credit quality. We discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings. • Available for sale securities - We estimate the fair value of marketable debt securities using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates. • Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs. ◦ Interest rate caps - We observe forward yield curves and other relevant information. ◦ Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates. ◦ Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates. • Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above). • Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs. We base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances. |
Revenue Recognition | Revenue Recognition Triple-Net Leased Properties and Office Operations Certain of our triple-net leases and most of our MOB and research and innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At June 30, 2020 and December 31, 2019, this cumulative excess totaled $178.7 million and $278.8 million, respectively (excluding properties classified as held for sale). Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents, we recognize a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions. Senior Living Operations Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. |
Recently Issued or Adopted Accounting Standards | On January 1, we adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require us to evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in earlier recognition of credit losses on loans and other financial instruments. Under prior guidance, we generally only considered past events and current conditions in measuring an incurred loss. We will establish a reserve for any estimated credit losses using this model with a corresponding charge to net income. We adopted ASU 2016-13 using the modified retrospective method and we established no reserve upon adoption. |
Lease Accounting | Lease Accounting We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in the Company's Consolidated Statements of Income. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Variable Interest Entities | The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets. June 30, 2020 December 31, 2019 Total Assets Total Liabilities Total Assets Total Liabilities (In thousands) NHP/PMB L.P. $ 656,814 $ 238,045 $ 666,404 $ 244,934 Other identified VIEs 3,878,671 1,498,774 4,075,821 1,459,830 Tax credit VIEs 914,968 352,945 845,229 333,809 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table reflects the concentration risk related to our triple-net leased properties for the periods presented: For the Three Months Ended June 30, 2020 2019 Revenues (1) : Brookdale Senior Living 4.9 % 4.8 % Ardent 3.2 3.1 Kindred 3.5 3.4 NOI: Brookdale Senior Living 10.4 % 8.9 % Ardent 6.8 5.8 Kindred 7.4 6.4 (1) Total revenues include office building and other services revenue, income from loans and investments and interest and other income. |
DISPOSITIONS (Tables)
DISPOSITIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Real Estate Assets Classified As Held For Sale | The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties. As of June 30, 2020 As of December 31, 2019 Number of Properties Held for Sale Assets Held for Sale Liabilities Related to Assets Number of Properties Held for Sale Assets Held for Sale Liabilities Related to Assets (Dollars in thousands) Triple-Net Leased Properties 8 $ 51,892 $ 1,656 8 $ 62,098 $ 1,623 Office Operations 1 8,520 1,935 1 5,177 499 Senior Living Operations 5 21,405 2,182 6 24,158 3,341 Total 14 $ 81,817 $ 5,773 15 $ 91,433 $ 5,463 |
LOANS RECEIVABLE AND INVESTME_2
LOANS RECEIVABLE AND INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Loans Receivable And Investments [Abstract] | |
Summary of Net Loans Receivable and Investments | The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available for sale investments: Carrying Amount Amortized Cost Fair Value Unrealized Gain (In thousands) As of June 30, 2020: Secured/mortgage loans and other, net $ 633,582 $ 633,582 $ 529,374 $ — Government-sponsored pooled loan investments, net (1) (3) 48,249 53,603 48,249 3,492 Total investments reported as secured loans receivable and investments, net 681,831 687,185 577,623 3,492 Non-mortgage loans receivable, net (3) 16,146 40,648 15,007 — Marketable debt securities (2) 220,630 213,195 220,630 7,435 Total loans receivable and investments, net $ 918,607 $ 941,028 $ 813,260 $ 10,927 As of December 31, 2019: Secured/mortgage loans and other, net $ 645,546 $ 645,546 $ 646,925 $ — Government-sponsored pooled loan investments, net (1) 59,066 52,178 59,066 6,888 Total investments reported as secured loans receivable and investments, net 704,612 697,724 705,991 6,888 Non-mortgage loans receivable, net 63,724 63,724 63,538 — Marketable debt securities (2) 237,360 213,062 237,360 24,298 Total loans receivable and investments, net $ 1,005,696 $ 974,510 $ 1,006,889 $ 31,186 (1) Investments in government-sponsored pool loans have contractual maturity dates in 2021 and 2023. (2) Investments in marketable debt securities have contractual maturity dates in 2024 and 2026. (3) As of June 30, 2020, the carrying amounts for government-sponsored pooled loan investments, net and non-mortgage loans receivable, net reflect allowances of $8.8 million and $24.5 million, respectively. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles: As of June 30, 2020 As of December 31, 2019 Balance Remaining Balance Remaining (Dollars in thousands) Intangible assets: Above market lease intangibles $ 142,551 6.7 $ 145,891 6.9 In-place and other lease intangibles 1,097,937 10.8 1,160,261 10.6 Goodwill 1,050,115 N/A 1,051,161 N/A Other intangibles 35,766 10.5 35,837 10.9 Accumulated amortization (924,862) N/A (920,742) N/A Net intangible assets $ 1,401,507 10.3 $ 1,472,408 10.2 Intangible liabilities: Below market lease intangibles $ 339,173 14.4 $ 349,357 14.5 Other lease intangibles 13,498 N/A 13,498 N/A Accumulated amortization (205,255) N/A (203,834) N/A Purchase option intangibles 3,568 N/A 3,568 N/A Net intangible liabilities $ 150,984 14.4 $ 162,589 14.5 N/A—Not Applicable. |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | The following is a summary of our other assets: As of June 30, 2020 As of December 31, 2019 (In thousands) Straight-line rent receivables $ 178,690 $ 278,833 Non-mortgage loans receivable, net 16,146 63,724 Marketable debt securities 220,630 237,360 Other intangibles, net 4,859 5,149 Investment in unconsolidated operating entities 40,332 59,301 Other 226,747 232,929 Total other assets $ 687,404 $ 877,296 |
SENIOR NOTES PAYABLE AND OTHE_2
SENIOR NOTES PAYABLE AND OTHER DEBT (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Payable and Other Debt | The following is a summary of our senior notes payable and other debt: As of June 30, 2020 As of December 31, 2019 (In thousands) Unsecured revolving credit facility (1) $ 587,206 $ 120,787 Commercial paper notes — 567,450 Secured revolving construction credit facility due 2022 157,156 160,492 Floating Rate Senior Notes, Series F due 2021 (2) 221,027 231,018 3.25% Senior Notes due 2022 500,000 500,000 3.30% Senior Notes, Series C due 2022 (2) 184,189 192,515 Unsecured term loan due 2023 200,000 200,000 3.125% Senior Notes due 2023 400,000 400,000 3.10% Senior Notes due 2023 400,000 400,000 2.55% Senior Notes, Series D due 2023 (2) 202,608 211,767 3.50% Senior Notes due 2024 400,000 400,000 3.75% Senior Notes due 2024 400,000 400,000 4.125% Senior Notes, Series B due 2024 (2) 184,189 192,515 2.80% Senior Notes, Series E due 2024 (2) 442,054 462,036 Unsecured term loan due 2025 (2) 368,378 385,030 3.50% Senior Notes due 2025 600,000 600,000 2.65% Senior Notes due 2025 450,000 450,000 4.125% Senior Notes due 2026 500,000 500,000 3.25% Senior Notes due 2026 450,000 450,000 3.85% Senior Notes due 2027 400,000 400,000 4.00% Senior Notes due 2028 650,000 650,000 4.40% Senior Notes due 2029 750,000 750,000 3.00% Senior Notes due 2030 650,000 650,000 4.75% Senior Notes due 2030 500,000 — 6.90% Senior Notes due 2037 (3) 52,400 52,400 6.59% Senior Notes due 2038 (3) 22,823 22,823 5.70% Senior Notes due 2043 300,000 300,000 4.375% Senior Notes due 2045 300,000 300,000 4.875% Senior Notes due 2049 300,000 300,000 Mortgage loans and other 2,056,287 1,996,969 Total 12,628,317 12,245,802 Deferred financing costs, net (78,260) (79,939) Unamortized fair value adjustment 14,944 20,056 Unamortized discounts (34,965) (27,146) Senior notes payable and other debt $ 12,530,036 $ 12,158,773 (1) As of June 30, 2020 and December 31, 2019, respectively, $12.5 million and $26.2 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $24.7 million and $27.6 million were denominated in British pounds as of June 30, 2020 and December 31, 2019, respectively. (2) Canadian Dollar debt obligations shown in US Dollars. |
Scheduled Maturities of Borrowing Arrangements and Other Provisions Excluding Capital Lease Obligations | As of June 30, 2020, our indebtedness had the following maturities: Principal Amount Unsecured Revolving Credit Facility and Commercial Paper Notes (1) Scheduled Periodic Total Maturities (In thousands) 2020 $ 136,671 $ — $ 22,568 $ 159,239 2021 418,035 587,206 42,469 1,047,710 2022 1,261,138 — 36,492 1,297,630 2023 1,586,472 — 23,287 1,609,759 2024 1,545,310 — 17,308 1,562,618 Thereafter 6,848,401 — 102,960 6,951,361 Total maturities $ 11,796,027 $ 587,206 $ 245,084 $ 12,628,317 (1) At June 30, 2020, we had unrestricted cash and cash equivalents of $1.0 billion, which exceeds the borrowings outstanding under our unsecured revolving credit facility and commercial paper program. |
FAIR VALUES OF FINANCIAL INST_2
FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Instruments | The carrying amounts and fair values of our financial instruments were as follows: As of June 30, 2020 As of December 31, 2019 Carrying Fair Value Carrying Fair Value (In thousands) Assets: Cash and cash equivalents $ 992,824 $ 992,824 $ 106,363 $ 106,363 Escrow deposits and restricted cash 36,312 36,312 39,739 39,739 Secured mortgage loans and other, net 633,582 529,374 645,546 646,925 Non-mortgage loans receivable, net 16,146 15,007 63,724 63,538 Marketable debt securities 220,630 220,630 237,360 237,360 Government-sponsored pooled loan investments, net 48,249 48,249 59,066 59,066 Derivative instruments 707 707 738 738 Liabilities: Senior notes payable and other debt, gross 12,628,317 13,095,984 12,245,802 12,778,758 Derivative instruments 31,962 31,962 12,987 12,987 Redeemable OP Units 119,233 119,233 171,178 171,178 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | The following is a summary of our accumulated other comprehensive loss: As of June 30, 2020 As of December 31, 2019 (In thousands) Foreign currency translation $ (60,759) $ (51,743) Available for sale securities 7,121 27,380 Derivative instruments (29,123) (10,201) Total accumulated other comprehensive loss $ (82,761) $ (34,564) |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table shows the amounts used in computing our basic and diluted earnings per share: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 (In thousands, except per share amounts) Numerator for basic and diluted earnings per share: (Loss) income from continuing operations $ (159,235) $ 211,898 $ 315,495 $ 339,486 Net (loss) income (159,235) 211,898 315,495 339,486 Net (loss) income attributable to noncontrolling interests (2,065) 1,369 (452) 3,172 Net (loss) income attributable to common stockholders $ (157,170) $ 210,529 $ 315,947 $ 336,314 Denominator: Denominator for basic earnings per share—weighted average shares 372,982 361,722 372,905 359,301 Effect of dilutive securities: Stock options — 365 — 347 Restricted stock awards 87 468 140 454 OP unitholder interests 2,955 2,998 2,975 2,998 Denominator for diluted earnings per share—adjusted weighted average shares 376,024 365,553 376,020 363,100 Basic earnings per share: (Loss) income from continuing operations $ (0.43) $ 0.59 $ 0.85 $ 0.94 Net (loss) income attributable to common stockholders (0.42) 0.58 0.85 0.94 Diluted earnings per share: (1) (Loss) income from continuing operations $ (0.43) $ 0.58 $ 0.84 $ 0.93 Net (loss) income attributable to common stockholders (0.42) 0.58 0.84 0.93 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary information by reportable business segment | For the Three Months Ended June 30, 2020 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 176,240 $ — $ 192,925 $ — $ 369,165 Resident fees and services — 549,329 — — 549,329 Office building and other services revenue — — 2,257 1,416 3,673 Income from loans and investments — — — 19,491 19,491 Interest and other income — — — 1,540 1,540 Total revenues $ 176,240 $ 549,329 $ 195,182 $ 22,447 $ 943,198 Total revenues $ 176,240 $ 549,329 $ 195,182 $ 22,447 $ 943,198 Less: Interest and other income — — — 1,540 1,540 Property-level operating expenses 5,275 432,578 60,752 — 498,605 Office building services costs — — 543 — 543 Segment NOI $ 170,965 $ 116,751 $ 133,887 $ 20,907 442,510 Interest and other income 1,540 Interest expense (123,132) Depreciation and amortization (349,594) General, administrative and professional fees (29,984) Merger-related expenses and deal costs (6,586) Allowance on loans receivable and investments (29,655) Other (3,382) Loss from unconsolidated entities (5,850) Gain on real estate dispositions 1,254 Income tax expense (56,356) Loss from continuing operations (159,235) Net loss (159,235) Net loss attributable to noncontrolling interests (2,065) Net loss attributable to common stockholders $ (157,170) For the Three Months Ended June 30, 2019 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 196,382 $ — $ 202,188 $ — $ 398,570 Resident fees and services — 520,725 — — 520,725 Office building and other services revenue — — 1,850 841 2,691 Income from loans and investments — — — 19,529 19,529 Interest and other income — — — 9,202 9,202 Total revenues $ 196,382 $ 520,725 $ 204,038 $ 29,572 $ 950,717 Total revenues $ 196,382 $ 520,725 $ 204,038 $ 29,572 $ 950,717 Less: Interest and other income — — — 9,202 9,202 Property-level operating expenses 6,321 366,837 62,743 — 435,901 Office building services costs — — 515 — 515 Segment NOI $ 190,061 $ 153,888 $ 140,780 $ 20,370 505,099 Interest and other income 9,202 Interest expense (110,369) Depreciation and amortization (226,187) General, administrative and professional fees (43,079) Loss on extinguishment of debt, net (4,022) Merger-related expenses and deal costs (4,600) Other 11,481 Loss from unconsolidated entities (2,529) Gain on real estate dispositions 19,150 Income tax benefit 57,752 Income from continuing operations 211,898 Net income 211,898 Net income attributable to noncontrolling interests 1,369 Net income attributable to common stockholders $ 210,529 |
Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment | Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Capital expenditures: Triple-net leased properties $ 13,483 $ 5,656 $ 21,168 $ 14,247 Senior living operations 30,932 37,494 82,816 64,453 Office operations 66,415 252,792 207,402 301,946 Total capital expenditures $ 110,830 $ 295,942 $ 311,386 $ 380,646 |
Revenues from external customers by geographic area | Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Revenues: United States $ 843,324 $ 896,083 $ 1,751,518 $ 1,784,364 Canada 93,190 47,723 190,160 95,320 United Kingdom 6,684 6,911 13,574 13,907 Total revenues $ 943,198 $ 950,717 $ 1,955,252 $ 1,893,591 |
Net real estate property by geographic area | As of June 30, 2020 As of December 31, 2019 (In thousands) Net real estate property: United States $ 17,852,855 $ 18,631,352 Canada 2,796,358 2,830,850 United Kingdom 243,529 266,885 Total net real estate property $ 20,892,742 $ 21,729,087 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Jun. 30, 2020propertytenant |
Real estate properties | |
Number of real estate properties | 1,200 |
Largest tenants | tenant | 3 |
Brookdale Senior Living | |
Real estate properties | |
Number of real estate properties | 122 |
Number of Brookdale Senior Living properties excluded from count | 2 |
Ardent | |
Real estate properties | |
Number of real estate properties | 11 |
Kindred | |
Real estate properties | |
Number of real estate properties | 32 |
Unconsolidated Real Estate Entities | |
Real estate properties | |
Number of real estate properties | 8 |
Development Projects | |
Real estate properties | |
Number of real estate properties | 20 |
Development Projects | Unconsolidated Real Estate Entities | |
Real estate properties | |
Number of real estate properties | 2 |
Triple-Net Leased Properties | |
Real estate properties | |
Number of real estate properties | 385 |
Seniors Housing Communities | |
Real estate properties | |
Number of real estate properties | 435 |
DESCRIPTION OF BUSINESS - COVID
DESCRIPTION OF BUSINESS - COVID-19 Update (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | May 06, 2020 | Mar. 31, 2020 | Mar. 12, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Dividends declared (in dollars per share) | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.7925 | |||||
Impairment of real estate | $ 121,500,000 | $ 13,500,000 | |||||||
Allowance on loans receivable and investments | $ 29,655,000 | 29,655,000 | |||||||
Non-Mortgage Loans Receivable, Net | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Allowance on loans receivable and investments | 24,500,000 | ||||||||
COVID-19 Impact | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Decrease in dividend payable | 43.00% | ||||||||
Cash, quarterly dividend reserve | $ 130,000,000 | $ 130,000,000 | 130,000,000 | ||||||
Reduction in expected future payments for capital improvements | $ 300,000,000 | ||||||||
Expected future payments for capital improvements | $ 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Percent of corporate positions eliminated | 25.00% | ||||||||
Impairment of real estate | $ 108,800,000 | ||||||||
Impairment of real estate, percent of total | 1.00% | ||||||||
Impairment on equity investment | 10,700,000 | ||||||||
Deferred tax assets, valuation allowance | $ 56,400,000 | $ 56,400,000 | 56,400,000 | ||||||
COVID-19 Impact | Forecast | Minimum | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Decrease in general and administrative | $ 25,000,000 | ||||||||
COVID-19 Impact | Forecast | Maximum | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Decrease in general and administrative | $ 30,000,000 | ||||||||
COVID-19 Impact | CEO | Forecast | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Reduction in salary | 20.00% | ||||||||
COVID-19 Impact | Executive Officers | Forecast | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Reduction in salary | 10.00% | ||||||||
COVID-19 Impact | Fair Value | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Real estate investments | 192,800,000 | 192,800,000 | 192,800,000 | ||||||
COVID-19 Impact | Non-Mortgage Loans Receivable, Net | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Allowance on loans receivable and investments | 20,800,000 | ||||||||
COVID-19 Impact | Government-sponsored pooled loan investments, net | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Allowance on loans receivable and investments | 8,800,000 | ||||||||
Revolving Credit Facility | Unsecured revolving credit facility (1) | COVID-19 Impact | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Additional borrowing, notice to lender | $ 2,750,000,000 | ||||||||
Maximum borrowing capacity | 3,000,000,000 | $ 3,000,000,000 | 3,000,000,000 | ||||||
Office Operations | COVID-19 Impact | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Lease, percent collected | 99.00% | ||||||||
Triple-Net Leased Properties | COVID-19 Impact | |||||||||
Unusual or Infrequent Item, or Both [Line Items] | |||||||||
Loans and leases receivable, allowance | $ 54,200,000 | $ 54,200,000 | $ 54,200,000 |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Variable Interest Entity | ||
Assets | $ 24,589,388 | $ 24,692,208 |
Liabilities | 13,957,558 | 13,873,078 |
Variable Interest Entity | NHP/PMB L.P. | ||
Variable Interest Entity | ||
Assets | 656,814 | 666,404 |
Liabilities | 238,045 | 244,934 |
Variable Interest Entity | Other Identified VIEs | ||
Variable Interest Entity | ||
Assets | 3,878,671 | 4,075,821 |
Liabilities | 1,498,774 | 1,459,830 |
Variable Interest Entity | Tax Credit VIEs | ||
Variable Interest Entity | ||
Assets | 914,968 | 845,229 |
Liabilities | $ 352,945 | $ 333,809 |
ACCOUNTING POLICIES - Redeemabl
ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interest (Details) shares in Millions, $ in Millions | 6 Months Ended | |
Jun. 30, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Redeemable Noncontrolling Interest | ||
Unit conversion factor for common stock | 0.9051 | |
Redeemable OP unitholder interest, fair value | $ | $ 119.2 | $ 171.2 |
NHP/PMB L.P. | Limited Partner | Class A | ||
Redeemable Noncontrolling Interest | ||
Limited partners' units outstanding | 3.3 | |
NHP/PMB L.P. | General Partner | Class B | ||
Redeemable Noncontrolling Interest | ||
General partners' units outstanding | 7.3 | |
NHP/PMB L.P. | Limited Partner | Class A | ||
Redeemable Noncontrolling Interest | ||
Percentage of limited partner ownership interest on total units outstanding | 31.00% | |
NHP/PMB L.P. | General Partner | Class B | ||
Redeemable Noncontrolling Interest | ||
Percentage of general partner ownership interest on total units outstanding | 69.00% |
ACCOUNTING POLICIES - Accountin
ACCOUNTING POLICIES - Accounting for Historic and New Markets Tax Credits (Details) | Jun. 30, 2020property |
Real Estate | |
Number of real estate properties | 1,200 |
Real estate properties that qualify for certain tax credits | |
Real Estate | |
Number of real estate properties | 11 |
Development Projects | Real estate properties that qualify for certain tax credits | |
Real Estate | |
Number of real estate properties | 2 |
ACCOUNTING POLICIES - Revenue R
ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Straight-line rent receivables | $ 178,690 | |
Straight-line rent receivables, net | $ 278,833 |
CONCENTRATION OF CREDIT RISK -
CONCENTRATION OF CREDIT RISK - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 30, 2020USD ($)senior_housing | Jun. 30, 2020USD ($)propertyprovincestate | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)propertyprovincestate | Jun. 30, 2019USD ($) | Jan. 01, 2022 | Jul. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | |
Concentration Risk | ||||||||
Number of real estate properties | property | 1,200 | 1,200 | ||||||
Cash and cash equivalents | $ 992,824,000 | $ 992,824,000 | $ 106,363,000 | |||||
Non-mortgage loans receivable, net | 16,146,000 | 16,146,000 | 63,724,000 | |||||
Rental income | 369,165,000 | $ 398,570,000 | 772,422,000 | $ 800,066,000 | ||||
Secured/mortgage loans and other, net | ||||||||
Concentration Risk | ||||||||
Debt securities, held-to-maturity | $ 633,582,000 | $ 633,582,000 | $ 645,546,000 | |||||
Consolidated Seniors Housing Communities | ||||||||
Concentration Risk | ||||||||
Number of real estate properties | property | 428 | 428 | ||||||
Brookdale Senior Living | Forecast | ||||||||
Concentration Risk | ||||||||
Annual increase of lease payment | 3.00% | |||||||
Brookdale Senior Living | Subsequent Event | ||||||||
Concentration Risk | ||||||||
Cash and cash equivalents | $ 162,000,000 | |||||||
Non-mortgage loans receivable, net | $ 45,000,000 | |||||||
Loan receivable, interest rate | 9.00% | |||||||
Loan receivable, interest rate annual increase | 0.50% | |||||||
Number of securities called by warrants | shares | 16.3 | |||||||
Warrants, exercise price | $ / shares | $ 3 | |||||||
Lessor, Operating Lease, Payments to be Received, Next Rolling Twelve Months | $ 100,000,000 | |||||||
Brookdale Senior Living | Subsequent Event | Up-front Payment Arrangement [Member] | ||||||||
Concentration Risk | ||||||||
Deferred Revenue | 235,000,000 | |||||||
Brookdale Senior Living | Secured/mortgage loans and other, net | ||||||||
Concentration Risk | ||||||||
Debt securities, held-to-maturity | $ 78,000,000 | $ 78,000,000 | ||||||
Brookdale Senior Living | Collateral Pledged [Member] | ||||||||
Concentration Risk | ||||||||
Number of real estate properties | property | 5 | 5 | ||||||
Brookdale Senior Living | Transfer of escrow deposit to cash [Member] | Subsequent Event | ||||||||
Concentration Risk | ||||||||
Cash and cash equivalents | $ 47,000,000 | |||||||
Atria and Sunrise | Consolidated Seniors Housing Communities | ||||||||
Concentration Risk | ||||||||
Number of real estate properties | property | 260 | 260 | ||||||
Holiday Management Company | ||||||||
Concentration Risk | ||||||||
Number of real estate properties | senior_housing | 26 | |||||||
Loans and leases receivable, allowance | $ 49,600,000 | |||||||
Lease termination consideration received | 99,800,000 | |||||||
Gain (Loss) on Contract Termination | 50,200,000 | |||||||
Holiday Management Company | Secured/mortgage loans and other, net | ||||||||
Concentration Risk | ||||||||
Debt securities, held-to-maturity | 66,000,000 | |||||||
Holiday Management Company | Transfer of escrow deposit to cash [Member] | ||||||||
Concentration Risk | ||||||||
Cash and cash equivalents | $ 33,800,000 | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Hospitals, Medical Office Building and Other | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 36.50% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Senior Living Operations | Senior Housing Communities | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 47.00% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Triple-Net Leased Properties | Senior Housing Communities | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 16.50% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Atria | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 20.70% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Sunrise | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 10.50% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Brookdale Senior Living | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 7.90% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Ardent | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 4.90% | |||||||
Customer Concentration Risk | Total Gross Book Value of Properties | Kindred | ||||||||
Concentration Risk | ||||||||
Concentration percentage | 1.00% | |||||||
Geographic Concentration Risk | ||||||||
Concentration Risk | ||||||||
Number of states in which entity operates | state | 45 | 45 | ||||||
Number of states accounting for more than 10% of total revenues and net operating income | state | 1 | 1 | ||||||
Continuing revenues and NOI threshold | 10.00% | |||||||
Geographic Concentration Risk | CANADA | ||||||||
Concentration Risk | ||||||||
Number of Canadian provinces in which entity operates | province | 7 | 7 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK - Triple-Net Leased Properties (Details) - Customer Concentration Risk | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | Brookdale Senior Living | ||
Concentration Risk | ||
Concentration percentage | 4.90% | 4.80% |
Revenues | Ardent | ||
Concentration Risk | ||
Concentration percentage | 3.20% | 3.10% |
Revenues | Kindred | ||
Concentration Risk | ||
Concentration percentage | 3.50% | 3.40% |
NOI | Brookdale Senior Living | ||
Concentration Risk | ||
Concentration percentage | 10.40% | 8.90% |
NOI | Ardent | ||
Concentration Risk | ||
Concentration percentage | 6.80% | 5.80% |
NOI | Kindred | ||
Concentration Risk | ||
Concentration percentage | 7.40% | 6.40% |
DISPOSITIONS - DISPOSITIONS - (
DISPOSITIONS - DISPOSITIONS - (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)property | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)property | Jun. 30, 2019USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from real estate disposals | $ 627,804 | $ 74,405 | ||
Number of real estate properties | property | 1,200 | 1,200 | ||
Gain on real estate dispositions | $ 1,254 | $ 19,150 | $ 227,479 | 24,597 |
Impairment of real estate | $ 121,500 | $ 13,500 | ||
Triple-Net Leased Properties | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | property | 385 | 385 | ||
Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of real estate | $ 11,500 | |||
Gain on real estate dispositions | $ 2,800 | |||
Dispositions [Member] | Medical Office Buildings | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | property | 1 | 1 | ||
Dispositions [Member] | Senior Housing Communities | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | property | 1 | 1 | ||
the Fund [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from real estate disposals | $ 620,000 | |||
Equity Method Investment, Ownership Percentage | 21.00% | 21.00% | ||
Gain on real estate dispositions | $ 224,600 | |||
the Fund [Member] | Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | property | 6 | 6 | ||
Same Campus [Member] | the Fund [Member] | Dispositions [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | property | 2 | 2 |
DISPOSITIONS - Real Estate Asse
DISPOSITIONS - Real Estate Assets Held For Sale (Details) $ in Thousands | Jun. 30, 2020USD ($)property | Dec. 31, 2019USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1,200 | |
Assets held for sale | $ 81,817 | $ 91,433 |
Liabilities related to assets held for sale | 5,773 | 5,463 |
Triple-Net Leased Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 51,892 | 62,098 |
Liabilities related to assets held for sale | 1,656 | 1,623 |
Office Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 8,520 | 5,177 |
Liabilities related to assets held for sale | 1,935 | 499 |
Senior Living Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 21,405 | 24,158 |
Liabilities related to assets held for sale | $ 2,182 | $ 3,341 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 14 | 15 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Triple-Net Leased Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 8 | 8 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Office Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1 | 1 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Senior Living Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 5 | 6 |
Dispositions [Member] | Medical Office Buildings | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1 | |
Dispositions [Member] | Senior Housing Communities | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1 |
LOANS RECEIVABLE AND INVESTME_3
LOANS RECEIVABLE AND INVESTMENTS - LOANS RECEIVABLE AND INVESTMENTS - (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Loans Receivable And Investments [Abstract] | ||
Total loans receivable and investments, net, carrying amount | $ 918,607 | $ 1,005,696 |
LOANS RECEIVABLE AND INVESTME_4
LOANS RECEIVABLE AND INVESTMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable | |||
Debt securities, available-for-sale, carrying value | $ 220,630 | $ 220,630 | $ 237,360 |
Debt securities, available-for-sale, fair value | 220,630 | 220,630 | 237,360 |
Debt securities, available-for-sale, unrealized gain | 10,927 | 10,927 | 31,186 |
Non-mortgage loans receivable, net | 16,146 | 16,146 | 63,724 |
Total loans receivable and investments, net, carrying amount | 918,607 | 918,607 | 1,005,696 |
Total loans receivable and investments, net, amortized cost | 941,028 | 941,028 | 974,510 |
Total loans receivable and investments, net, fair value | 813,260 | 813,260 | 1,006,889 |
Allowance on loans receivable and investments | 29,655 | 29,655 | |
Non-Mortgage Loans Receivable, Net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Non-mortgage loans receivable, net | 16,146 | 16,146 | 63,724 |
Non-mortgage loans receivable, amortized cost | 40,648 | 40,648 | 63,724 |
Non-mortgage loans receivable, fair value | 15,007 | 15,007 | 63,538 |
Non-mortgage loans receivable, net, unrealized gain | 0 | 0 | 0 |
Secured/mortgage loans and other, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Debt securities, held-to-maturity | 633,582 | 633,582 | 645,546 |
Debt securities, held-to-maturity, fair value | 529,374 | 529,374 | 646,925 |
Debt securities, held-to-maturity, accumulated unrecognized gain | 0 | 0 | 0 |
Government-sponsored pooled loan investments, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Debt securities, available-for-sale, carrying value | 48,249 | 48,249 | 59,066 |
Debt securities, available-for-sale, amortized cost | 53,603 | 53,603 | 52,178 |
Debt securities, available-for-sale, fair value | 48,249 | 48,249 | 59,066 |
Debt securities, available-for-sale, unrealized gain | 3,492 | 3,492 | 6,888 |
Government-sponsored pooled loan investments, net | COVID-19 Impact | |||
Accounts, Notes, Loans and Financing Receivable | |||
Allowance on loans receivable and investments | 8,800 | ||
Total investments reported as secured loans receivable and investments, net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Debt securities, available-for-sale, unrealized gain | 3,492 | 3,492 | 6,888 |
Debt Securities, Available-for-sale and Held-to-maturity | 681,831 | 681,831 | 704,612 |
Debt securities, available-for-sale and held-to-maturity, amortized cost | 687,185 | 687,185 | 697,724 |
Debt securities, Available-for-Sale and Held-to-Maturity, fair value | 577,623 | 577,623 | 705,991 |
Marketable debt securities | |||
Accounts, Notes, Loans and Financing Receivable | |||
Debt securities, available-for-sale, carrying value | 220,630 | 220,630 | 237,360 |
Debt securities, available-for-sale, amortized cost | 213,195 | 213,195 | 213,062 |
Debt securities, available-for-sale, fair value | 220,630 | 220,630 | 237,360 |
Debt securities, available-for-sale, unrealized gain | $ 7,435 | 7,435 | $ 24,298 |
Non-Mortgage Loans Receivable, Net | |||
Accounts, Notes, Loans and Financing Receivable | |||
Allowance on loans receivable and investments | 24,500 | ||
Non-Mortgage Loans Receivable, Net | COVID-19 Impact | |||
Accounts, Notes, Loans and Financing Receivable | |||
Allowance on loans receivable and investments | $ 20,800 |
LOANS RECEIVABLE AND INVESTME_5
LOANS RECEIVABLE AND INVESTMENTS 2020 Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts, Notes, Loans and Financing Receivable | ||||
Gain on real estate loan investments | $ 167 | $ 0 | ||
Allowance on loans receivable and investments | $ 29,655 | 29,655 | ||
Allowance on loans receivable and investments | $ 29,655 | $ 0 | 29,655 | $ 0 |
COVID-19 Impact | ||||
Accounts, Notes, Loans and Financing Receivable | ||||
Allowance on loans receivable and investments | 29,700 | |||
Full repayments on loans receivable [Member] | ||||
Accounts, Notes, Loans and Financing Receivable | ||||
Proceeds from Collection of Loans Receivable | $ 106,100 | |||
Debt Instrument, Weighted Average Interest | 8.30% | 8.30% | ||
Gain on real estate loan investments | $ 1,400 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020USD ($)board_memberproperty | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)board_memberproperty | Jun. 30, 2019USD ($) | Dec. 31, 2019 | |
Equity method investments | |||||
Number of real estate properties | property | 1,200 | 1,200 | |||
COVID-19 Impact | |||||
Equity method investments | |||||
Impairment on equity investment | $ | $ 10,700 | ||||
Management Service | |||||
Equity method investments | |||||
Management fees | $ | $ 1,500 | $ 800 | $ 2,400 | $ 1,600 | |
the Fund [Member] | |||||
Equity method investments | |||||
Equity Method Investment, Ownership Percentage | 21.00% | 21.00% | |||
Atria | |||||
Equity method investments | |||||
Equity Method Investment, Ownership Percentage | 34.00% | 34.00% | |||
Number of board members appointed | 2 | 2 | |||
Number of board members | 6 | 6 | |||
Eclipse Senior Living | |||||
Equity method investments | |||||
Equity Method Investment, Ownership Percentage | 34.00% | 34.00% | |||
Number of board members appointed | 2 | 2 | |||
Number of board members | 6 | 6 | |||
Remaining ownership percentage retained by investee | 66.00% | 66.00% | |||
Ardent | |||||
Equity method investments | |||||
Equity Method Investment, Ownership Percentage | 9.80% | 9.80% | |||
Number of board members appointed | 1 | 1 | |||
Number of board members | 11 | 11 | |||
Real Estate Joint Ventures | |||||
Equity method investments | |||||
Equity Method Investment, Ownership Percentage | 25.00% | ||||
Unconsolidated Real Estate Entities | |||||
Equity method investments | |||||
Number of real estate properties | property | 8 | 8 | |||
Development Projects | |||||
Equity method investments | |||||
Number of real estate properties | property | 20 | 20 | |||
Development Projects | Unconsolidated Real Estate Entities | |||||
Equity method investments | |||||
Number of real estate properties | property | 2 | 2 |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Intangible assets: | |||
Lease intangible assets | $ 1,240,488 | $ 1,306,152 | |
Goodwill | 1,050,115 | 1,051,161 | |
Accumulated amortization | (924,862) | (920,742) | |
Net intangible assets | $ 1,401,507 | 1,472,408 | |
Finite-lived intangible assets, remaining amortization period | 10 years 3 months 18 days | 10 years 2 months 12 days | |
Intangible liabilities: | |||
Below market lease intangibles | $ 339,173 | 349,357 | |
Other lease intangibles | 13,498 | 13,498 | |
Accumulated amortization | (205,255) | (203,834) | |
Purchase option intangibles | 3,568 | 3,568 | |
Net intangible liabilities | $ 150,984 | 162,589 | |
Below market leases, remaining weighted average amortization period (in years) | 14 years 4 months 24 days | 14 years 6 months | |
Net intangible liabilities, remaining weighted average amortization period (in years) | 14 years 4 months 24 days | 14 years 6 months | |
Above Market Lease Intangibles | |||
Intangible assets: | |||
Lease intangible assets | $ 142,551 | 145,891 | |
Finite-lived intangible assets, remaining amortization period | 6 years 8 months 12 days | 6 years 10 months 24 days | |
In-place and Other Lease Intangibles | |||
Intangible assets: | |||
Lease intangible assets | $ 1,097,937 | 1,160,261 | |
Finite-lived intangible assets, remaining amortization period | 10 years 9 months 18 days | 10 years 7 months 6 days | |
Other Intangibles | |||
Intangible assets: | |||
Other intangibles | $ 35,766 | $ 35,837 | |
Finite-lived intangible assets, remaining amortization period | 10 years 6 months | 10 years 10 months 24 days |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Straight-line rent receivables | $ 178,690 | |
Straight-line rent receivables, net | $ 278,833 | |
Non-mortgage loans receivable, net | 16,146 | 63,724 |
Debt securities, available-for-sale, carrying value | 220,630 | 237,360 |
Other intangible assets, net | 4,859 | 5,149 |
Investment in unconsolidated operating entities | 40,332 | 59,301 |
Other | 226,747 | 232,929 |
Other assets | $ 687,404 | $ 877,296 |
SENIOR NOTES PAYABLE AND OTHE_3
SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of Senior Notes Payables and Other Debt (Details) $ in Thousands, $ in Billions | Jun. 30, 2020USD ($) | Jun. 30, 2020CAD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt instruments | ||||
Commercial paper | $ 0 | $ 567,450 | ||
Deferred financing costs, net | (78,260) | (79,939) | ||
Unamortized fair value adjustment | 14,944 | 20,056 | ||
Unamortized discounts | (34,965) | (27,146) | ||
Long-term debt and short-term borrowings, gross | 12,628,317 | 12,245,802 | ||
Senior notes payable and other debt | 12,530,036 | 12,158,773 | ||
Unsecured revolving credit facility (1) | Revolving Credit Facility | ||||
Debt instruments | ||||
Fair value of amount outstanding | 587,206 | 120,787 | ||
Unsecured revolving credit facility (1) | Revolving Credit Facility | Borrowings Originally Denominated in CAD | ||||
Debt instruments | ||||
Mortgage loans and other | 12,500 | 26,200 | ||
Unsecured revolving credit facility (1) | Revolving Credit Facility | Borrowings Originally Denominated in GBP | ||||
Debt instruments | ||||
Mortgage loans and other | 24,700 | 27,600 | ||
Secured revolving construction credit facility due 2022 | Revolving Credit Facility | ||||
Debt instruments | ||||
Fair value of amount outstanding | 157,156 | 160,492 | ||
Floating Rate, Series F due 2021 [Member] | ||||
Debt instruments | ||||
Senior notes | 221,027 | 231,018 | ||
3.25% Senior Notes due 2022 | ||||
Debt instruments | ||||
Senior notes | 500,000 | $ 500,000 | ||
Interest rate | 3.25% | |||
3.30% Senior Notes, Series C due 2022 | ||||
Debt instruments | ||||
Senior notes | 184,189 | $ 192,515 | ||
Interest rate | 3.30% | |||
Unsecured Term Loan Due 2023 | ||||
Debt instruments | ||||
Unsecured term loan | 200,000 | $ 200,000 | ||
3.125% Senior Notes due 2023 | ||||
Debt instruments | ||||
Senior notes | 400,000 | $ 400,000 | ||
Interest rate | 3.125% | |||
3.10% Senior Notes due 2023 | ||||
Debt instruments | ||||
Senior notes | 400,000 | $ 400,000 | ||
Interest rate | 3.10% | |||
2.55% Senior Notes, Series D due 2023 | ||||
Debt instruments | ||||
Senior notes | 202,608 | $ 211,767 | ||
Interest rate | 2.55% | |||
3.50% Senior Notes due 2024 | ||||
Debt instruments | ||||
Senior notes | 400,000 | $ 400,000 | ||
Interest rate | 3.50% | |||
3.75% Senior Notes due 2024 | ||||
Debt instruments | ||||
Senior notes | 400,000 | $ 400,000 | ||
Interest rate | 3.75% | |||
4.125% Senior Notes, Series B due 2024 | ||||
Debt instruments | ||||
Senior notes | 184,189 | $ 192,515 | ||
Interest rate | 4.125% | |||
2.80% Senior Notes, Series E due 2024 | ||||
Debt instruments | ||||
Senior notes | 442,054 | $ 462,036 | ||
Interest rate | 2.80% | |||
Unsecured Term Loan due 2025 | ||||
Debt instruments | ||||
Unsecured term loan | 368,378 | $ 0.5 | $ 385,030 | |
3.50% Senior Notes due 2025 | ||||
Debt instruments | ||||
Senior notes | 600,000 | $ 600,000 | ||
Interest rate | 3.50% | |||
2.65% Senior Notes due 2025 | ||||
Debt instruments | ||||
Senior notes | 450,000 | $ 450,000 | ||
Interest rate | 2.65% | |||
4.125% Senior Notes due 2026 | ||||
Debt instruments | ||||
Senior notes | 500,000 | $ 500,000 | ||
Interest rate | 4.125% | |||
3.25% Senior Notes due 2026 | ||||
Debt instruments | ||||
Senior notes | 450,000 | $ 450,000 | ||
Interest rate | 3.25% | |||
3.85% Senior Notes Due 2027 | ||||
Debt instruments | ||||
Senior notes | 400,000 | $ 400,000 | ||
Interest rate | 3.85% | |||
4.00% Senior Notes due 2028 | ||||
Debt instruments | ||||
Senior notes | 650,000 | $ 650,000 | ||
Interest rate | 4.00% | |||
4.40% Senior Notes due 2029 | ||||
Debt instruments | ||||
Senior notes | 750,000 | $ 750,000 | ||
Interest rate | 4.40% | |||
3.00% Senior Notes due 2030 | ||||
Debt instruments | ||||
Senior notes | 650,000 | $ 650,000 | ||
Interest rate | 3.00% | |||
4.75% Senior Notes due 2030 | ||||
Debt instruments | ||||
Senior notes | 500,000 | $ 500,000 | $ 0 | |
Interest rate | 4.75% | 4.75% | ||
6.90% Senior Notes due 2037 | ||||
Debt instruments | ||||
Senior notes | $ 52,400 | $ 52,400 | ||
Interest rate | 6.90% | 6.90% | 6.90% | |
6.59% Senior Notes due 2038 | ||||
Debt instruments | ||||
Senior notes | $ 22,823 | $ 22,823 | ||
Interest rate | 6.59% | 6.59% | 6.59% | |
5.70% Senior Notes due 2043 | ||||
Debt instruments | ||||
Senior notes | $ 300,000 | $ 300,000 | ||
Interest rate | 5.70% | |||
4.375% Senior Notes due 2045 | ||||
Debt instruments | ||||
Senior notes | 300,000 | $ 300,000 | ||
Interest rate | 4.375% | |||
4.875% Senior Notes due 2049 | ||||
Debt instruments | ||||
Senior notes | 300,000 | $ 300,000 | ||
Interest rate | 4.875% | |||
Mortgages Loans and Other | ||||
Debt instruments | ||||
Mortgage loans and other | $ 2,056,287 | $ 1,996,969 |
SENIOR NOTES PAYABLE AND OTHE_4
SENIOR NOTES PAYABLE AND OTHER DEBT - Indebtedness of Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | $ 159,239 | |
2020 | 1,047,710 | |
2021 | 1,297,630 | |
2022 | 1,609,759 | |
2023 | 1,562,618 | |
Thereafter | 6,951,361 | |
Long-term debt and short-term borrowings, gross | 12,628,317 | $ 12,245,802 |
Unrestricted cash and cash equivalents | 992,824 | $ 106,363 |
Unsecured Revolving Credit Facility and Commercial Paper | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 0 | |
2020 | 587,206 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Long-term debt and short-term borrowings, gross | 587,206 | |
Principal Amount Due at Maturity | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 136,671 | |
2020 | 418,035 | |
2021 | 1,261,138 | |
2022 | 1,586,472 | |
2023 | 1,545,310 | |
Thereafter | 6,848,401 | |
Long-term debt and short-term borrowings, gross | 11,796,027 | |
Scheduled Periodic Amortization | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 22,568 | |
2020 | 42,469 | |
2021 | 36,492 | |
2022 | 23,287 | |
2023 | 17,308 | |
Thereafter | 102,960 | |
Long-term debt and short-term borrowings, gross | $ 245,084 |
SENIOR NOTES PAYABLE AND OTHE_5
SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities, Commerical Paper and Unsecured Term Loans (Details) $ in Thousands, $ in Billions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)period | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($) | Dec. 31, 2019USD ($) | |
Debt instruments | ||||||
Commercial paper program capacity | $ 1,000,000 | $ 1,000,000 | ||||
Commercial paper | 0 | 0 | $ 567,450 | |||
Loss on extinguishment of debt, net | 0 | $ 4,022 | $ 0 | $ 4,427 | ||
Unsecured debt | Revolving Credit Facility | ||||||
Debt instruments | ||||||
Additional periods | period | 2 | |||||
Additional period term | 6 months | |||||
Accordion feature of debt | 3,750,000 | $ 3,750,000 | ||||
Fair value of amount outstanding | 587,206 | 587,206 | 120,787 | |||
Letters of credit outstanding | 23,900 | 23,900 | ||||
Line of credit, remaining availability less commercial paper | 2,400,000 | $ 2,400,000 | ||||
Unsecured debt | Revolving Credit Facility | LIBOR | ||||||
Debt instruments | ||||||
Variable interest rate | 0.875% | |||||
Unsecured Term Loan Due 2023 | ||||||
Debt instruments | ||||||
Accordion feature of debt | 800,000 | $ 800,000 | ||||
Unsecured debt | 200,000 | $ 200,000 | 200,000 | |||
Unsecured Term Loan Due 2023 | LIBOR | ||||||
Debt instruments | ||||||
Variable interest rate | 0.90% | |||||
Secured revolving construction credit facility due 2022 | Revolving Credit Facility | ||||||
Debt instruments | ||||||
Maximum borrowing capacity | 400,000 | $ 400,000 | ||||
Fair value of amount outstanding | 157,156 | 157,156 | 160,492 | |||
Unsecured Term Loan due 2025 | ||||||
Debt instruments | ||||||
Unsecured debt | $ 368,378 | $ 368,378 | $ 0.5 | $ 385,030 | ||
Unsecured Term Loan due 2025 | Canadian Dollar Offered Rate (CDOR) | ||||||
Debt instruments | ||||||
Variable interest rate | 0.90% |
SENIOR NOTES PAYABLE AND OTHE_6
SENIOR NOTES PAYABLE AND OTHER DEBT - Senior Notes (Details) - 4.75% Senior Notes due 2030 - USD ($) $ in Millions | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 |
Debt instruments | |||
Senior notes | $ 500 | $ 500 | $ 0 |
Interest rate | 4.75% | 4.75% | |
Public offering price as percent of par | 97.86% |
FAIR VALUES OF FINANCIAL INST_3
FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash and cash equivalents | $ 992,824 | $ 106,363 |
Escrow deposits and restricted cash | 36,312 | 39,739 |
Non-mortgage loans receivable, net | 16,146 | 63,724 |
Debt securities, available-for-sale, carrying value | 220,630 | 237,360 |
Liabilities: | ||
Long-term debt and short-term borrowings, gross | 12,628,317 | 12,245,802 |
Redeemable OP Units, fair value | 119,200 | 171,200 |
Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, net | 16,146 | 63,724 |
Non-mortgage loans receivable, fair value | 15,007 | 63,538 |
Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity | 633,582 | 645,546 |
Debt securities, held-to-maturity, fair value | 529,374 | 646,925 |
Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 48,249 | 59,066 |
Carrying Value | ||
Assets: | ||
Cash and cash equivalents | 992,824 | 106,363 |
Escrow deposits and restricted cash | 36,312 | 39,739 |
Derivative instruments | 707 | 738 |
Liabilities: | ||
Derivative instruments | 31,962 | 12,987 |
Redeemable OP Units, carrying amount | 119,233 | 171,178 |
Carrying Value | Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, net | 16,146 | 63,724 |
Carrying Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity | 633,582 | 645,546 |
Carrying Value | Marketable debt securities | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 220,630 | 237,360 |
Carrying Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 48,249 | 59,066 |
Fair Value | ||
Assets: | ||
Cash and cash equivalents, fair value | 992,824 | 106,363 |
Escrow deposits and restricted cash | 36,312 | 39,739 |
Derivative instruments | 707 | 738 |
Liabilities: | ||
Long-term debt and short-term borrowings, fair value | 13,095,984 | 12,778,758 |
Derivative instruments | 31,962 | 12,987 |
Redeemable OP Units, fair value | 119,233 | 171,178 |
Fair Value | Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, fair value | 15,007 | 63,538 |
Fair Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity, fair value | 529,374 | 646,925 |
Fair Value | Marketable debt securities | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 220,630 | 237,360 |
Fair Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | $ 48,249 | $ 59,066 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax (expense) benefit | $ (56,356) | $ 57,752 | $ 92,660 | $ 59,009 | |
Valuation allowance reversal | (152,900) | (152,900) | |||
Deferred income tax liabilities | 56,964 | 56,964 | $ 200,831 | ||
Deferred Tax Assets, Net | $ 300 | $ 300 | $ 47,500 |
STOCKHOLDERS' EQUITY - Capital
STOCKHOLDERS' EQUITY - Capital Stock (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | |
Equity offering [Line Items] | ||||
Issuance of common stock | $ 767,718 | $ 866,156 | ||
At-The-Market Equity Offering Program | ||||
Equity offering [Line Items] | ||||
Common stock authorized under equity offering program | $ 1,000,000 | |||
Stock issued during period, shares, new issues, equity offering program | 0 | |||
Equity offering program, remaining authorized offering amount | $ 822,100 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Foreign currency translation | $ (60,759) | $ (51,743) |
Available for sale securities | 7,121 | 27,380 |
Derivative instruments | (29,123) | (10,201) |
Total accumulated other comprehensive loss | $ (82,761) | $ (34,564) |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator for basic and diluted earnings per share: | ||||
(Loss) income from continuing operations | $ (159,235) | $ 211,898 | $ 315,495 | $ 339,486 |
Net income | (159,235) | 211,898 | 315,495 | 339,486 |
Net (loss) income attributable to noncontrolling interests | (2,065) | 1,369 | (452) | 3,172 |
Net income attributable to common stockholders | $ (157,170) | $ 210,529 | $ 315,947 | $ 336,314 |
Denominator: | ||||
Denominator for basic earnings per share—weighted average shares (in shares) | 372,982 | 361,722 | 372,905 | 359,301 |
Effect of dilutive securities: | ||||
Stock options (in shares) | 0 | 365 | 0 | 347 |
Restricted stock awards (in shares) | 87 | 468 | 140 | 454 |
OP Unitholder Interests (in shares) | 2,955 | 2,998 | 2,975 | 2,998 |
Denominator for diluted earnings per share—adjusted weighted average shares (in shares) | 376,024 | 365,553 | 376,020 | 363,100 |
Basic earnings per share: | ||||
Income from continuing operations (in usd per share) | $ (0.43) | $ 0.59 | $ 0.85 | $ 0.94 |
Net income attributable to common stockholders (in usd per share) | (0.42) | 0.58 | 0.85 | 0.94 |
Diluted earnings per share:(1) | ||||
Income from continuing operations (in usd per share) | (0.43) | 0.58 | 0.84 | 0.93 |
Net income attributable to common stockholders (in usd per share) | $ (0.42) | $ 0.58 | $ 0.84 | $ 0.93 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Intersegment sales and transfers | $ | $ 0 |
SEGMENT INFORMATION - Income St
SEGMENT INFORMATION - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Rental income | $ 369,165 | $ 398,570 | $ 772,422 | $ 800,066 |
Income from loans and investments | 19,491 | 19,529 | 43,537 | 36,655 |
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
Total revenues | 943,198 | 950,717 | 1,955,252 | 1,893,591 |
Less: | ||||
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
Property-level operating expenses | 498,605 | 435,901 | 979,573 | 866,405 |
Office building services costs | 543 | 515 | 1,270 | 1,148 |
Segment NOI | 442,510 | 505,099 | 968,016 | 1,016,549 |
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
Interest expense | (123,132) | (110,369) | (239,828) | (220,988) |
Depreciation and amortization | (349,594) | (226,187) | (598,431) | (462,107) |
General, administrative and professional fees | (29,984) | (43,079) | (72,519) | (83,839) |
Loss on extinguishment of debt, net | 0 | (4,022) | 0 | (4,427) |
Merger-related expenses and deal costs | (6,586) | (4,600) | (14,804) | (6,780) |
Other | (3,382) | 11,481 | (7,090) | 11,458 |
Income Loss from Equity Method Investments and Remeasurement Gain on Equity Interest in Acquiree | (2,529) | |||
Loss from unconsolidated entities | (5,850) | (2,529) | (16,726) | (3,475) |
Gain on real estate dispositions | 1,254 | 19,150 | 227,479 | 24,597 |
Income tax (expense) benefit | (56,356) | 57,752 | 92,660 | 59,009 |
(Loss) income from continuing operations | (159,235) | 211,898 | 315,495 | 339,486 |
Net income | (159,235) | 211,898 | 315,495 | 339,486 |
Net (loss) income attributable to noncontrolling interests | (2,065) | 1,369 | (452) | 3,172 |
Net income attributable to common stockholders | (157,170) | 210,529 | 315,947 | 336,314 |
Financing receivable, Change in allowance | (29,655) | (29,655) | ||
Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 549,329 | 520,725 | 1,126,099 | 1,042,172 |
Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 3,673 | 2,691 | 6,801 | 5,209 |
Operating Segments | Triple-Net Leased Properties | ||||
Revenues: | ||||
Rental income | 176,240 | 196,382 | 371,102 | 396,450 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 176,240 | 196,382 | 371,102 | 396,450 |
Less: | ||||
Interest and other income | 0 | 0 | 0 | 0 |
Property-level operating expenses | 5,275 | 6,321 | 11,606 | 13,754 |
Office building services costs | 0 | 0 | 0 | 0 |
Segment NOI | 170,965 | 190,061 | 359,496 | 382,696 |
Interest and other income | 0 | 0 | 0 | 0 |
Operating Segments | Triple-Net Leased Properties | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Triple-Net Leased Properties | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Senior Living Operations | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 549,329 | 520,725 | 1,126,099 | 1,042,172 |
Less: | ||||
Interest and other income | 0 | 0 | 0 | 0 |
Property-level operating expenses | 432,578 | 366,837 | 842,709 | 727,823 |
Office building services costs | 0 | 0 | 0 | 0 |
Segment NOI | 116,751 | 153,888 | 283,390 | 314,349 |
Interest and other income | 0 | 0 | 0 | 0 |
Operating Segments | Senior Living Operations | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 549,329 | 520,725 | 1,126,099 | 1,042,172 |
Operating Segments | Senior Living Operations | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Office Operations | ||||
Revenues: | ||||
Rental income | 192,925 | 202,188 | 401,320 | 403,616 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 195,182 | 204,038 | 405,752 | 407,242 |
Less: | ||||
Interest and other income | 0 | 0 | 0 | 0 |
Property-level operating expenses | 60,752 | 62,743 | 125,258 | 124,828 |
Office building services costs | 543 | 515 | 1,270 | 1,148 |
Segment NOI | 133,887 | 140,780 | 279,224 | 281,266 |
Interest and other income | 0 | 0 | 0 | 0 |
Operating Segments | Office Operations | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Office Operations | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 2,257 | 1,850 | 4,432 | 3,626 |
All Other | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from loans and investments | 19,491 | 19,529 | 43,537 | 36,655 |
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
Total revenues | 22,447 | 29,572 | 52,299 | 47,727 |
Less: | ||||
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
Property-level operating expenses | 0 | 0 | 0 | 0 |
Office building services costs | 0 | 0 | 0 | 0 |
Segment NOI | 20,907 | 20,370 | 45,906 | 38,238 |
Interest and other income | 1,540 | 9,202 | 6,393 | 9,489 |
All Other | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
All Other | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | $ 1,416 | $ 841 | $ 2,369 | $ 1,583 |
SEGMENT INFORMATION - Capital E
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information | ||||
Payments for Capital Improvements | $ 110,830 | $ 295,942 | $ 311,386 | $ 380,646 |
Operating Segments | Triple-Net Leased Properties | ||||
Segment Reporting Information | ||||
Payments for Capital Improvements | 13,483 | 5,656 | 21,168 | 14,247 |
Operating Segments | Senior Living Operations | ||||
Segment Reporting Information | ||||
Payments for Capital Improvements | 30,932 | 37,494 | 82,816 | 64,453 |
Operating Segments | Office Operations | ||||
Segment Reporting Information | ||||
Payments for Capital Improvements | $ 66,415 | $ 252,792 | $ 207,402 | $ 301,946 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Net Real Estate Property (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Revenues: | |||||
Total revenues | $ 943,198 | $ 950,717 | $ 1,955,252 | $ 1,893,591 | |
Net real estate property: | |||||
Total net real estate property | 20,892,742 | 20,892,742 | $ 21,729,087 | ||
United States | |||||
Revenues: | |||||
Total revenues | 843,324 | 896,083 | 1,751,518 | 1,784,364 | |
Net real estate property: | |||||
Total net real estate property | 17,852,855 | 17,852,855 | 18,631,352 | ||
Canada | |||||
Revenues: | |||||
Total revenues | 93,190 | 47,723 | 190,160 | 95,320 | |
Net real estate property: | |||||
Total net real estate property | 2,796,358 | 2,796,358 | 2,830,850 | ||
United Kingdom | |||||
Revenues: | |||||
Total revenues | 6,684 | $ 6,911 | 13,574 | $ 13,907 | |
Net real estate property: | |||||
Total net real estate property | $ 243,529 | $ 243,529 | $ 266,885 |