Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 03, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
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, Postal Zip Code | 60654 | ||
City Area Code | 877 | ||
Local Phone Number | 483-6827 | ||
Trading Symbol | VTR | ||
Title of 12(b) Security | Common Stock, $0.25 par value | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 17.1 | ||
Entity Common Stock, Shares Outstanding (in shares) | 399,993,581 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0000740260 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Chicago, Illinois |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior housing operating portfolio, where we are typically the holder of the applicable healthcare license. These claims may not be fully insured and some may allege large damage amounts. It is the opinion of management, that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular action, investigation or claim, 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 lawsuits, investigations, claims and other legal and regulatory proceedings, 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. Operating Leases We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented 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 of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term of our leases are 7.33% and 36.0 years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar to previous guidance. Our lease expense primarily consists of ground leases, which is included in interest expense in our Consolidated Statements of Income. For the years ended December 31, 2022, 2021 and 2020, we recognized $31.9 million, $31.9 million and $32.1 million of expense relating to our leases. For the years ended December 31, 2022, 2021 and 2020, cash paid for leases was $24.0 million, $25.1 million and $25.4 million, respectively, as reported within operating cash outflows in our Consolidated Statements of Cash Flows. The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2022 (dollars in thousands): 2023 $ 21,369 2024 20,305 2025 15,960 2026 15,904 2027 15,198 Thereafter 572,204 Total undiscounted minimum lease payments 660,940 Less: imputed interest (470,500) Operating lease liabilities $ 190,440 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Real estate investments: | ||
Land and improvements | $ 2,437,905 | $ 2,432,065 |
Buildings and improvements | 26,020,048 | 25,778,490 |
Construction in progress | 310,456 | 269,315 |
Acquired lease intangibles | 1,346,190 | 1,369,747 |
Operating lease assets | 310,307 | 317,858 |
Gross real estate investment | 30,424,906 | 30,167,475 |
Accumulated depreciation and amortization | (9,264,456) | (8,350,637) |
Net real estate property | 21,160,450 | 21,816,838 |
Secured loans receivable and investments, net | 537,075 | 530,126 |
Investments in unconsolidated real estate entities | 579,949 | 523,465 |
Net real estate investments | 22,277,474 | 22,870,429 |
Cash and cash equivalents | 122,564 | 149,725 |
Escrow deposits and restricted cash | 48,181 | 46,872 |
Goodwill | 1,044,415 | 1,046,140 |
Assets held for sale | 44,893 | 28,399 |
Deferred income tax assets, net | 10,490 | 11,152 |
Other assets | 609,823 | 565,069 |
Total assets | 24,157,840 | 24,717,786 |
Liabilities: | ||
Senior notes payable and other debt | 12,296,780 | 12,027,544 |
Accrued interest | 110,542 | 106,602 |
Operating lease liabilities | 190,440 | 197,234 |
Accounts payable and other liabilities | 1,031,689 | 1,090,254 |
Liabilities related to assets held for sale | 6,492 | 10,850 |
Deferred income tax liabilities | 35,570 | 59,259 |
Total liabilities | 13,671,513 | 13,491,743 |
Redeemable OP unitholder and noncontrolling interests | 264,650 | 280,283 |
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, 399,707 and 399,420 shares issued at December 31, 2022 and 2021, respectively | 99,912 | 99,838 |
Capital in excess of par value | 15,539,777 | 15,498,956 |
Accumulated other comprehensive loss | (36,800) | (64,520) |
Retained earnings (deficit) | (5,449,385) | (4,679,889) |
Treasury stock, 10 and 0 shares issued at December 31, 2022 and 2021, respectively | (536) | 0 |
Total Ventas stockholders’ equity | 10,152,968 | 10,854,385 |
Noncontrolling interests | 68,709 | 91,375 |
Total equity | 10,221,677 | 10,945,760 |
Total liabilities and equity | $ 24,157,840 | $ 24,717,786 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Common stock, par value (in dollars per share) | $ 0.25 | $ 0.25 |
Common stock, shares authorized (in shares) | 600,000 | 600,000 |
Common stock, shares issued (in shares) | 399,707 | 399,420 |
Treasury stock, shares (in shares) | 10 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Rental income: | ||||
Total rental income | $ 1,399,313 | $ 1,448,120 | $ 1,494,892 | |
Income from loans and investments | 48,160 | 74,981 | 80,505 | |
Interest and other income | 3,635 | 14,809 | 7,609 | |
Total revenues | 4,129,193 | 3,828,007 | 3,795,357 | |
Expenses | ||||
Interest | 467,557 | 440,089 | 469,541 | |
Depreciation and amortization | 1,197,798 | 1,197,403 | 1,109,763 | |
Property-level operating expenses: | ||||
Property-level operating expenses | 2,276,724 | 2,084,064 | 1,937,443 | |
Third party capital management expenses | 6,194 | 4,433 | 2,315 | |
General, administrative and professional fees | 144,874 | 129,758 | 130,158 | |
Loss on extinguishment of debt, net | 581 | 59,299 | 10,791 | |
Transaction expenses and deal costs | 51,577 | 47,318 | 29,812 | |
Provision for Loan, Lease, and Other Losses | 19,757 | (9,082) | 24,238 | |
Other | 58,268 | 37,110 | 707 | |
Total expenses | 4,223,330 | 3,990,392 | 3,714,768 | |
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests | (94,137) | (162,385) | 80,589 | |
Income from unconsolidated entities | 28,500 | 4,983 | 1,844 | |
Gain on real estate dispositions | 7,780 | 218,788 | 262,218 | |
Income tax benefit (expense) | 16,926 | (4,827) | 96,534 | |
(Loss) income from continuing operations | (40,931) | 56,559 | 441,185 | |
Net (loss) income | (40,931) | 56,559 | 441,185 | |
Net income attributable to noncontrolling interests | 6,516 | 7,551 | 2,036 | |
Net (loss) income attributable to common stockholders | $ (47,447) | $ 49,008 | $ 439,149 | |
Basic: | ||||
(Loss) income from continuing operations (USD per share) | $ (0.10) | $ 0.15 | $ 1.18 | |
Net (loss) income attributable to common stockholders (USD per share) | (0.12) | 0.13 | 1.18 | |
Diluted: | ||||
(Loss) income from continuing operations (USD per share) | [1] | (0.10) | 0.15 | 1.17 |
Net (loss) income attributable to common stockholders (USD per share) | [1] | $ (0.12) | $ 0.13 | $ 1.17 |
Retained Earnings (Deficit) | ||||
Property-level operating expenses: | ||||
Net (loss) income | $ (47,447) | $ 49,008 | $ 439,149 | |
Net (loss) income attributable to common stockholders | (47,447) | |||
Triple-net leased properties | ||||
Rental income: | ||||
Total rental income | 598,154 | 653,823 | 695,265 | |
Property-level operating expenses: | ||||
Property-level operating expenses | 15,301 | 15,335 | 22,160 | |
Office operations | ||||
Rental income: | ||||
Total rental income | 801,159 | 794,297 | 799,627 | |
Property-level operating expenses: | ||||
Property-level operating expenses | 257,003 | 257,001 | 256,612 | |
Resident fees and services | ||||
Rental income: | ||||
Revenue from contracts with customers | 2,651,886 | 2,270,001 | 2,197,160 | |
Third party capital management revenues | ||||
Rental income: | ||||
Revenue from contracts with customers | 26,199 | 20,096 | 15,191 | |
SHOP | ||||
Property-level operating expenses: | ||||
Property-level operating expenses | $ 2,004,420 | $ 1,811,728 | $ 1,658,671 | |
[1]Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (40,931) | $ 56,559 | $ 441,185 |
Other comprehensive income (loss): | |||
Foreign currency translation (loss) gain | (11,837) | (3,357) | 3,254 |
Unrealized loss on available for sale securities | (1,838) | (23,875) | (3,549) |
Unrealized gain (loss) on derivative instruments | 39,377 | 19,934 | (17,918) |
Total other comprehensive income (loss) | 25,702 | (7,298) | (18,213) |
Comprehensive (loss) income | (15,229) | 49,261 | 422,972 |
Comprehensive income attributable to noncontrolling interests | 4,497 | 10,418 | 3,613 |
Comprehensive (loss) income attributable to common stockholders | $ (19,726) | $ 38,843 | $ 419,359 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Ventas Stockholders’ Equity | Common Stock Par Value | Capital in Excess of Par Value | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | Non- controlling Interests |
Balance at beginning of period at Dec. 31, 2019 | $ 10,545,452 | $ 10,445,892 | $ 93,185 | $ 14,056,453 | $ (34,564) | $ (3,669,050) | $ (132) | $ 99,560 |
Increase (decrease) in shareholders' equity | ||||||||
Net (loss) income | 441,185 | 439,149 | 439,149 | 2,036 | ||||
Other comprehensive (loss) income | (18,213) | (19,790) | (19,790) | 1,577 | ||||
Net change in noncontrolling interests | 3,078 | 8,227 | 8,227 | (5,149) | ||||
Dividends to common stockholders | (800,475) | (800,475) | (800,475) | |||||
Issuance of common stock | 66,011 | 66,011 | 371 | 65,640 | ||||
Issuance of common stock for stock plans, restricted stock grants and other | 22,779 | 22,779 | 79 | 22,568 | 132 | |||
Adjust redeemable OP unitholder interests to current fair value | 18,638 | 18,638 | 18,638 | |||||
Redemption of OP Units | (264) | (264) | (264) | |||||
Balance at end of period at Dec. 31, 2020 | 10,278,191 | 10,180,167 | 93,635 | 14,171,262 | (54,354) | (4,030,376) | 98,024 | |
Increase (decrease) in shareholders' equity | ||||||||
Net (loss) income | 56,559 | 49,008 | 49,008 | 7,551 | ||||
Other comprehensive (loss) income | (7,298) | (10,166) | (10,166) | 2,868 | ||||
Acquisition-related activity | 751,248 | 751,248 | 3,332 | 747,916 | ||||
Net change in noncontrolling interests | (75,993) | (58,925) | (58,925) | (17,068) | ||||
Dividends to common stockholders | (698,521) | (698,521) | (698,521) | |||||
Issuance of common stock for stock plans, restricted stock grants and other | 652,736 | 652,736 | 2,871 | 649,941 | (76) | |||
Adjust redeemable OP unitholder interests to current fair value | (11,178) | (11,178) | (11,178) | |||||
Redemption of OP Units | 16 | 16 | (60) | 76 | ||||
Balance at end of period at Dec. 31, 2021 | 10,945,760 | 10,854,385 | 99,838 | 15,498,956 | (64,520) | (4,679,889) | 91,375 | |
Increase (decrease) in shareholders' equity | ||||||||
Net (loss) income | (40,931) | (47,447) | (47,447) | 6,516 | ||||
Other comprehensive (loss) income | 25,702 | 27,720 | 27,720 | (2,018) | ||||
Net change in noncontrolling interests | (36,399) | (9,235) | (9,235) | (27,164) | ||||
Dividends to common stockholders | (722,049) | (722,049) | (722,049) | |||||
Issuance of common stock for stock plans, restricted stock grants and other | 37,908 | 37,908 | 74 | 38,370 | (536) | |||
Adjust redeemable OP unitholder interests to current fair value | 11,480 | 11,480 | 11,480 | |||||
Redemption of OP Units | 206 | 206 | 206 | 0 | ||||
Balance at end of period at Dec. 31, 2022 | $ 10,221,677 | $ 10,152,968 | $ 99,912 | $ 15,539,777 | $ (36,800) | $ (5,449,385) | $ (536) | $ 68,709 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Dividends to common stockholders, per share (in dollars per share) | $ 1.80000 | $ 1.80000 | $ 2.14250 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (40,931) | $ 56,559 | $ 441,185 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 1,197,798 | 1,197,403 | 1,109,763 |
Amortization of deferred revenue and lease intangibles, net | (63,543) | (88,795) | (40,856) |
Other non-cash amortization | 12,957 | 17,709 | 20,719 |
Allowance on loans receivable and investments | 19,757 | (9,082) | 24,238 |
Stock-based compensation | 30,715 | 31,966 | 21,487 |
Straight-lining of rental income | (11,094) | (14,468) | 103,082 |
Loss on extinguishment of debt, net | 581 | 59,299 | 10,791 |
Gain on real estate dispositions | (7,780) | (218,788) | (262,218) |
Gain on real estate loan investments | 0 | (1,448) | (167) |
Income tax benefit | (21,348) | (1,224) | (101,985) |
Income and other from unconsolidated entities | (28,500) | (4,973) | (1,832) |
Distributions from unconsolidated entities | 19,847 | 19,326 | 4,920 |
Other | 52,489 | 26,404 | (779) |
Changes in operating assets and liabilities: | |||
Increase in other assets | (52,897) | (54,571) | (68,233) |
Increase (decrease) in accrued interest | 4,915 | (5,922) | 276 |
Increase in accounts payable and other liabilities | 7,197 | 16,721 | 189,785 |
Net cash provided by operating activities | 1,120,163 | 1,026,116 | 1,450,176 |
Cash flows from investing activities: | |||
Net investment in real estate property | (446,628) | (1,369,052) | (78,648) |
Investment in loans receivable | (30,700) | (489) | (115,163) |
Proceeds from real estate disposals | 112,926 | 840,438 | 1,044,357 |
Proceeds from loans receivable | 890 | 348,091 | 119,011 |
Development project expenditures | (231,939) | (247,694) | (380,413) |
Capital expenditures | (222,130) | (185,275) | (148,234) |
Distributions from unconsolidated entities | 28,311 | 17,847 | 0 |
Investment in unconsolidated entities | (83,652) | (129,291) | (286,822) |
Insurance proceeds for property damage claims | 13,704 | 1,285 | 207 |
Net cash (used in) provided by investing activities | (859,218) | (724,140) | 154,295 |
Cash flows from financing activities: | |||
Net change in borrowings under revolving credit facilities | (27,179) | (125,399) | (88,868) |
Net change in borrowings under commercial paper program | 122,414 | 279,929 | (565,524) |
Proceeds from debt | 957,781 | 1,534,298 | 733,298 |
Repayments of debt | (575,391) | (2,109,617) | (479,539) |
Purchase of noncontrolling interests | (170) | (24,224) | (8,239) |
Payment of deferred financing costs | (8,824) | (27,166) | (8,379) |
Issuance of common stock, net | 0 | 617,438 | 55,362 |
Cash distribution to common stockholders | (720,319) | (686,888) | (928,809) |
Cash distribution to redeemable OP unitholders | (6,292) | (6,761) | (7,283) |
Cash issued for redemption of OP Units | (1,487) | (96) | (575) |
Contributions from noncontrolling interests | 5,371 | 1,731 | 1,314 |
Distributions to noncontrolling interests | (32,325) | (13,577) | (12,946) |
Proceeds from stock option exercises | 8,691 | 8,169 | 15,103 |
Other | (6,198) | (6,303) | (4,936) |
Net cash used in financing activities | (283,928) | (558,466) | (1,300,021) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (22,983) | (256,490) | 304,450 |
Effect of foreign currency translation | (2,869) | 1,447 | 1,088 |
Cash, cash equivalents and restricted cash at beginning of year | 196,597 | 451,640 | 146,102 |
Cash, cash equivalents and restricted cash at end of year | 170,745 | 196,597 | 451,640 |
Supplemental disclosure of cash flow information: | |||
Interest paid including payments and receipts for derivative instruments | 467,556 | 402,025 | 429,636 |
Assets acquired and liabilities assumed from acquisitions and other: | |||
Real estate investments | 16,540 | 1,319,988 | 170,484 |
Other assets | 875 | 16,913 | 1,224 |
Debt | 0 | 482,482 | 55,368 |
Other liabilities | 7,747 | 102,256 | 2,707 |
Deferred income tax liability | 960 | 446 | 337 |
Noncontrolling interests | 3,351 | 468 | 20,259 |
Equity issued | 0 | 751,248 | 0 |
Equity issued for redemption of OP Units | 0 | 76 | 0 |
Investment in unconsolidated entities | $ 8,100 | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS Ventas, Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us,” “our,” “Company” and other similar terms), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to collectively as “healthcare real estate,” located throughout the United States, Canada, and the United Kingdom. As of December 31, 2022, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale). Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York. We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior housing operating portfolio, which we also refer to as “SHOP” and which was formerly known as senior living operations, and office operations. See “Note 2 – Accounting Policies” and “Note 18 – Segment Information.” Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment or operated by independent third-party managers, in which case they are included in our SHOP reportable business segment. As of December 31, 2022, we leased a total of 326 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 121 properties, 30 properties and 29 properties, respectively, as of December 31, 2022. As of December 31, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 553 senior housing communities. As of December 31, 2022, we owned a total of 376 properties in our office operations reportable business segment. These properties generally consist of MOBs that are predominantly located on or contiguous to a health system campus and life science, research and innovation properties that are affiliated with and often located on or contiguous to a university or academic medical campus. 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 unsecured loans and other investments relating to healthcare real estate or operators. We have a third-party institutional capital management business, Ventas Investment Management (“VIM”), which includes our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Through VIM, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner. Starting in 2020, our business was significantly impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences. The trajectory and future impact of the COVID-19 pandemic remains highly uncertain. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreaks, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing 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. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | NOTE 2 – ACCOUNTING POLICIES 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. U.S. generally accepted accounting principles (“GAAP”) require 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 life science, 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 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 (dollars in thousands): December 31, 2022 December 31, 2021 Total Assets Total Liabilities Total Assets Total Liabilities NHP/PMB L.P. $ 741,890 $ 252,518 $ 749,834 $ 251,352 Other identified VIEs 3,657,023 1,504,113 3,805,567 1,552,237 Tax credit VIEs 128,240 16,767 458,953 103,992 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 income from unconsolidated entities 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 may be 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 NHP/PMB as a VIE. As of December 31, 2022, third-party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.6 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to 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. The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of December 31, 2022 and 2021, the fair value of the OP Units was $162.7 million and $182.1 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 December 31, 2022 and 2021. 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 on our Consolidated Balance Sheets. Noncontrolling Interests Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests’ share of comprehensive income in our Consolidated Statements of Comprehensive Income. Accounting for Historic and New Markets Tax Credits For certain of our life science, 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”), new markets tax credits (“NMTCs”) or both. As of December 31, 2022, we owned three properties 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 recapture within five years of substantial completion. The amount of the recapture is equal to 100% of the HTCs during the first year after the completion of the historic rehabilitation and is reduced by 20% each year during the subsequent five year period. NMTCs are subject to 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. Accounting Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounting for Real Estate Acquisitions When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date. We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion. Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets. The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations over the shortened lease term. We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale. In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and operating lease liabilities on our Consolidated Balance Sheets. We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities. We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. 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 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 of impairment 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. A goodwill impairment, if any, will be recognized in the period it is determined and is 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. Assets Held for Sale and Discontinued Operations We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated. If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments. We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest. Loans Receivable We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity. Cash Equivalents Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. Escrow Deposits and Restricted Cash Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes. Deferred Financing Costs We amortize deferred financing costs, which are reported as a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $18.2 million, $19.7 million and $23.0 million were included in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively. Available for Sale Securities We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in allowance on loans receivable and investments) in our Consolidated Statements of Income. We report interest income, including discount or premium amortization, on available for sale securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income. Derivative Instruments We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expense in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument. We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on our Consolidated Balance Sheets at fair value, and changes in the fair value of these instruments are recognized in current earnings (in other expense) in our Consolidated Statements of Income. 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 whose fair value is determined on a recurring basis. • 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 i |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 3 – CONCENTRATION OF CREDIT RISK As of December 31, 2022, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 26.0%, 9.8%, 7.8%, 5.3% and 0.8%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of December 31, 2022). Because Atria and Sunrise manage our properties in exchange for a management fee from us, we are not directly exposed to their credit risk in the same manner or to the same extent as triple-net tenants like Brookdale Senior Living, Ardent and Kindred. Based on gross book value, approximately 12.4% and 53.9% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and SHOP reportable business segments, respectively (excluding properties classified as held for sale as of December 31, 2022). MOBs, life science, research and innovation centers, inpatient rehabilitation facilities (IRFs) and long-term acute care facilities (LTACs), health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 33.7%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2022, 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 third party capital management expenses) for each of the years ended December 31, 2022, 2021 and 2020. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI. Triple-Net Leased Properties 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 years ended December 31, 2022, 2021 and 2020. Refer to Item 1A. Risk Factors. The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented: For the Years Ended December 31, 2022 2021 2020 Revenues (1) : Brookdale Senior Living (2) 3.6 % 3.9 % 4.4 % Ardent 3.2 3.3 3.2 Kindred 3.2 3.8 3.5 NOI: Brookdale Senior Living (2) 8.1 % 8.6 % 9.0 % Ardent 7.1 7.4 6.6 Kindred 7.3 7.8 7.1 ______________________________ (1) Total revenues include third party capital management revenues, income from loans and investments and interest and other income. (2) 2022, 2021 and 2020 results include $42.6 million, $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease. 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 is guaranteed by a corporate parent. Kindred Lease As of December 31, 2022, we leased 29 properties to Kindred pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Kindred Lease”). Pursuant to the Kindred Lease, the 29 properties are divided into two groups. The first group is composed of 6 properties (“Group 1”) and the second group is composed of 23 properties (“Group 2”). The existing term of the Kindred Lease expires on April 30, 2028 for Group 1 and April 30, 2025 for Group 2. Kindred has the option to renew the Group 1 properties for two, 5-year extensions at the greater of escalated rent and fair market rental. Kindred has the option to renew the Group 2 properties for one, 5-year extensions at escalated rent, and following that, two additional 5-year extensions at the greater of escalated rent and fair market rent. The Kindred Lease is guaranteed by a parent company. Brookdale Transactions 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 of $235 million, which is being 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 note; (c) $28 million in 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. In October 2021, we received full repayment of the note from Brookdale. Under the terms of the Brookdale Lease, base rent escalates annually at 3% per annum, which escalation commenced on January 1, 2022. The warrants are classified within other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income. Also in July 2020, 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 manages 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 $66.0 million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized $50.2 million within triple-net leased rental income, composed of $99.8 million of cash and notes received less $49.6 million from the write-off of accumulated straight-line receivable. Future Contractual Rents The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2022 (excluding properties classified as held for sale as of December 31, 2022, dollars in thousands): Brookdale Senior Living Ardent Kindred Other Total 2023 $ 148,901 $ 146,108 $ 130,518 $ 695,990 $ 1,121,517 2024 148,674 146,108 130,518 645,622 1,070,922 2025 148,217 146,108 60,732 553,657 908,714 2026 — 145,580 25,839 483,536 654,955 2027 — 144,524 25,839 389,830 560,193 Thereafter — 1,090,603 8,613 1,340,595 2,439,811 Total $ 445,792 $ 1,819,031 $ 382,059 $ 4,109,230 $ 6,756,112 Senior Housing Operating Portfolio As of December 31, 2022, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 334 of our 544 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements. On July 30, 2021, Atria acquired the management services division of Holiday, which at the time managed a pool of 26 communities for Ventas. As of December 31, 2022, Atria and its subsidiaries, including Holiday, managed a pool of 242 senior housing communities for Ventas. Ventas has the ongoing right to terminate the management contract for 91 of the communities with short term notice. As of December 31, 2022, Sunrise managed 92 communities for Ventas pursuant to multiple management agreements (collectively, the “Sunrise Management Agreements”). Our Sunrise Management Agreements have initial terms expiring between 2035 and 2040. Ventas has the ability to terminate some or all of the Sunrise Management Agreements upon certain circumstances with or without the payment of a fee. We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to seven experienced managers on or before January 2, 2022. ESL ceased operation of its management business in early 2022 following completion of the transitions. We incurred certain one-time transition costs and expenses in connection with the transitions, which were recognized within transaction expenses and deal costs in our Consolidated Statements of Income. We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior housing operating portfolio efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise |
ACQUISITION OF REAL ESTATE PROP
ACQUISITION OF REAL ESTATE PROPERTY | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITION OF REAL ESTATE PROPERTY | NOTE 4 – ACQUISITIONS OF REAL ESTATE PROPERTY We acquire and invest in senior housing, medical office buildings, life science, research and innovation centers and other healthcare properties primarily to achieve an expected yield on our investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source. The following summarizes our acquisition activities during 2022, 2021 and 2020. Each of our acquisitions disclosed below was accounted for as an asset acquisition. 2022 Acquisitions During the year ended December 31, 2022, for an aggregate purchase price of $453.2 million, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center, one research and innovation center (all of which are reported within our office operations segment) and two senior housing communities (which are reported within our SHOP segment). 2021 Acquisitions On September 21, 2021, we acquired New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction pursuant to an Agreement and Plan of Merger dated as of June 28, 2021 (the “Merger Agreement”) by and among Ventas, Cadence Merger Sub LLC, our wholly owned subsidiary (“Merger Sub”), and New Senior. Under the Merger Agreement, on the acquisition date, Merger Sub merged with and into New Senior, with New Senior surviving the merger as our wholly owned subsidiary (the “New Senior Acquisition”). The New Senior Acquisition was valued at approximately $2.4 billion. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, with each New Senior stockholder receiving 0.1561 shares of Ventas common stock for each share of New Senior common stock that they owned immediately prior to the acquisition. In addition to the equity issuance, we funded the acquisition through the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing. The New Senior Acquisition added 102 independent living communities to our SHOP reportable business segment and one independent living community to our triple-net lease properties reportable business segment. We accounted for this transaction as an asset acquisition and the financial results of New Senior have been included in our consolidated financial statements from the acquisition date. During the year ended December 31, 2021, we acquired six Canadian senior housing communities reported within our SHOP reportable business segment and a behavioral health center in Plano, Texas reported within our office operations reportable business segment for aggregate consideration of $240.7 million. 2020 Acquisitions During the year ended December 31, 2020, we acquired two research and innovation centers reported within our office operations reportable business segment, seven senior housing communities reported within our SHOP reportable business segment and one LTAC reported within our triple-net leased properties reportable business segment for an aggregate consideration of $249.5 million. |
DISPOSITIONS AND IMPAIRMENTS
DISPOSITIONS AND IMPAIRMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS AND IMPAIRMENTS | NOTE 5 – DISPOSITIONS AND IMPAIRMENTS 2022 Activity During the year ended December 31, 2022, we sold seven senior housing communities, two MOBs, three triple-net leased properties, one vacant land parcel and one vacant office building for aggregate consideration of $115.1 million and recognized a net gain on the sale of these assets of $7.8 million in our Consolidated Statements of Income. 2021 Activity During the year ended December 31, 2021, we sold 34 MOBs, eight triple-net leased properties and 23 senior housing communities for aggregate consideration of $859.7 million and recognized gains on the sale of these assets of $218.8 million in our Consolidated Statements of Income. 2020 Activity During the year ended December 31, 2020, we recognized $262.2 million of gains on sale of real estate in our Consolidated Statements of Income as described below. In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas 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 Ventas 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 Ventas Fund. We recognized a gain on the transactions of $225.1 million. In October 2020, we formed a joint venture (the “R&I Development JV”) with GIC. To seed the R&I Development JV, we contributed our controlling ownership interest in four in-progress university-based research and innovation development projects (the “Initial R&I JV Projects”). At closing, GIC reimbursed us for its share of costs incurred to date and we recognized a gain of $13.7 million. We own an over 50% interest and GIC owns a 45% interest in the Initial R&I JV Projects. See “Note 7 – Investments in Unconsolidated Entities” for additional details on the Ventas Fund and the JV. Also during 2020, we sold four MOBs, four senior housing communities, 22 triple-net leased properties and one land parcel for aggregate consideration of $249.6 million, and we recognized a gain on the sale of these assets of $23.4 million. 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 (dollars in thousands): December 31, 2022 December 31, 2021 Number of Properties Held for Sale Assets Held for Sale Liabilities Held for Sale Number of Properties Held for Sale Assets Held for Sale Liabilities Held for Sale SHOP 3 $ 44,852 $ 5,675 2 $ 24,964 $ 9,321 Office operations — 41 817 2 3,435 1,529 Triple-net leased properties — — — — — — Total 3 $ 44,893 $ 6,492 4 $ 28,399 $ 10,850 Real Estate Impairment We recognized impairments of $107.8 million, $219.4 million and $153.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded during 2022 and 2021 were primarily a result of a change in our intent to hold or a change in the future cash flows of the impaired assets. A significant portion of our 2020 charges resulted from the impact of COVID-19. (See “Note 2 – Accounting Policies - COVID-19 Assessment”). |
LOANS RECEIVABLE AND INVESTMENT
LOANS RECEIVABLE AND INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Loans Receivable And Investments [Abstract] | |
LOANS RECEIVABLE AND INVESTMENTS | NOTE 6 – LOANS RECEIVABLE AND INVESTMENTS As of December 31, 2022 and 2021, we held $561.4 million and $549.2 million, respectively, of loans receivable and investments, net of allowance, 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 (dollars in thousands): Amortized Cost Allowance Unrealized Gain Carrying Amount Fair Value As of December 31, 2022: Secured/mortgage loans and other, net (1) $ 513,669 $ (20,000) $ — $ 493,669 $ 493,627 Government-sponsored pooled loan investments, net (2) 43,406 — — 43,406 43,406 Total investments reported as secured loans receivable and investments, net 557,075 (20,000) — 537,075 537,033 Non-mortgage loans receivable, net (3) 28,959 (4,621) — 24,338 23,416 Total loans receivable and investments, net $ 586,034 $ (24,621) $ — $ 561,413 $ 560,449 As of December 31, 2021: Secured/mortgage loans and other, net (1) $ 488,913 $ — $ — $ 488,913 $ 478,931 Government-sponsored pooled loan investments, net (2) 39,376 — 1,836 41,213 41,213 Total investments reported as secured loans receivable and investments, net 528,289 — 1,836 530,126 520,144 Non-mortgage loans receivable, net (3) 24,418 (5,394) — 19,024 19,039 Total loans receivable and investments, net $ 552,707 $ (5,394) $ 1,836 $ 549,150 $ 539,183 ______________________________ (1) Includes the $486.1 million principal amount, cash-pay Santerre Mezzanine Loan, which is priced at LIBOR + 6.42% and secured by a pledge of equity interests in entities that hold a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets. The Santerre Mezzanine loan has a current maturity date of June 9, 2023, subject to the borrower’s right to extend for one year,subject to satisfaction of certain conditions. The Santerre Mezzanine Loan is currently prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. Other included investments have contractual maturities in 2024 and 2027. (2) Repaid at par in February 2023. (3) Included in other assets on our Consolidated Balance Sheets. 2022 Activity In 2022, we provided secured debt financing in the aggregate amount of $29.1 million with terms ranging from two As of December 31, 2022, we recognized a $20.0 million allowance on the Santerre Mezzanine Loan. The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. See “Note 2 – Accounting Policies - Fair Values of Financial Instruments” of the Consolidated Financial Statements. The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022. The Santerre Mezzanine Loan was entered into on June 7, 2019 for a five-year term, inclusive of three one-year extensions at the borrower’s option. The borrower has exercised two of its three extension options, with the final extension option exercisable between 30 to 60 days prior to the current maturity date of June 9, 2023, subject to satisfaction of certain conditions. The Santerre Mezzanine Loan is subordinate to the rights of a $1.0 billion principal amount senior loan (the “Santerre Senior Loan”) priced at LIBOR + 1.84%. The Santerre Senior Loan is secured by a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets and the Santerre Mezzanine Loan is secured by equity interests in entities that own those assets. Both loans are otherwise non-recourse to the borrower, subject to certain exceptions. The borrower has acquired an interest rate cap for the benefit of the Santerre Mezzanine Loan and the Santerre Senior Loan in the notional amount of $1.5 billion, which sets LIBOR at 3.36% and expires on June 9, 2023. The borrower remained current on all financial obligations to Ventas through January 2023 and is expected to remain current through February 2023. However, the current post-Covid under-performance of certain of the collateral, coupled with the rise in interest rates in the third quarter and accelerating into the fourth quarter of 2022, has caused the ratio of net operating income of the collateral to interest due on the Santerre Mezzanine Loan to decline significantly. While we believe that the borrower has taken and is taking targeted actions to attempt to improve the performance of or sell certain of the collateral, future cash flows from the collateral may be insufficient to fully pay interest expense on the Santerre Mezzanine Loan. If the borrower is unable to or does not meet its obligations under the Santerre Mezzanine Loan, there are a variety of remedies available to us, including the ability to foreclose on the collateral and assume and extend the Santerre Senior Loan for an additional year. See also “Risk Factors – We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors” and “Risk Factors – If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment.” 2021 Activity In October 2021, we received proceeds of $45.0 million in full repayment of a note (which was included above in Non-mortgage loans receivable, net) from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020. In July 2021, we received $66.0 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020. In July 2021, we received aggregate proceeds of $224 million from the redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 (which was included above in Marketable debt securities) at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. The redemption resulted in a gain of $16.6 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $23.0 million of unrealized gain related to these securities was included in accumulated other comprehensive income on our Consolidated Balance Sheet. In April 2021, we received $19.2 million in full repayment of certain government-sponsored pooled loan investments. In the first quarter of 2021, prior to such repayment, we reversed an $8.8 million allowance we had previously recorded in 2020 on this investment with a corresponding adjustment to allowance on loans receivable and investments in our Consolidated Statements of Income. There was no impact to our Consolidated Statements of Income from the loan repayment. During the first quarter of 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million, which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2021, $1.2 million of unrealized gain was presented within accumulated other comprehensive income on our Consolidated Balance Sheet related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026. In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021. There was no impact to our Consolidated Statements of Income from the loan forgiveness. |
INVESTMENT IN UNCONSOLIDATED EN
INVESTMENT IN UNCONSOLIDATED ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED ENTITIES | NOTE 7 – 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. We invest in both real estate entities and operating entities which are described further below. Investments in Unconsolidated Real Estate Entities Through our Ventas Investment Management Platform, which combines our extensive third-party capital ventures under a single platform, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner. Below is a summary of our investments in unconsolidated real estate entities as of December 31, 2022 and 2021, respectively (dollars in thousands): Ownership (1) Carrying Amount as of December 31, as of December 31, 2022 2021 2022 2021 Investment in unconsolidated real estate entities: Ventas Life Science & Healthcare Real Estate Fund 21.0% 21.1% $ 263,979 $ 267,475 Pension Fund Joint Venture 22.9% 22.9% 25,028 29,192 Research & Innovation Development Joint Venture 51.0% 51.0% 284,962 221,363 Ventas Investment Management Platform 573,969 518,030 Atrium Health & Wake Forest Joint Venture 48.5% —% 5,403 — All other (2) 34.0%-38.0% 34.0%-50.0% 577 5,435 Total investments in unconsolidated real estate entities $ 579,949 $ 523,465 ______________________________ (1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments, which could result in non pro rata distributions. (2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities. In 2022, we earned our first promote revenue of $9.9 million as general partner of the Ventas Life Science & Healthcare Real Estate Fund within VIM. The promote revenue was recorded in third party capital management revenues in our Consolidated Statements of Income. In 2022, we, together with our joint venture partners Wexford and Atrium Health, closed or committed to a new approximately 326,000 square foot development in Charlotte, North Carolina, which will include an education building and is 100% pre-leased to Aa3 rated non-profit health system Atrium Health and to Wake Forest University School of Medicine. The development has an expected completion date of 2025 and is expected to be the academic core of Atrium Health system in Charlotte. We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $14.5 million, $12.4 million and $6.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Such amounts are included in third party capital management revenues in our Consolidated Statements of Income. Investments in Unconsolidated Operating Entities We own investments in unconsolidated operating entities such as Ardent and Atria, which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, including the right to appoint one member to the Ardent Board of Directors. 2022 Activity During the fourth quarter of 2022, Atria combined its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space. The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor. We own a 34% stake in Atria and recognized a $26.1 million gain on sale in the fourth quarter of 2022 in income from unconsolidated entities in our Consolidated Statements of Income. We now own nearly 10% of the new combined SaaS company. In December 2022, we recognized $11.7 million in income from unconsolidated entities in our Consolidated Statements of Income relating to our share of a net gain on real estate disposition recognized by Ardent. 2020 Activity 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 operating entity, which was recorded within allowance on loans receivable and investments in our Consolidated Statements of Income. See “Note 2 – Accounting Policies - COVID-19 Assessment.” |
INTANGIBLES
INTANGIBLES | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
INTANGIBLES | NOTE 8 – INTANGIBLES The following is a summary of our intangibles (dollars in thousands): As of December 31, 2022 As of December 31, 2021 Balance Weighted Average Balance Weighted Average Intangible assets: Above-market lease intangibles (1) $ 129,038 5.4 $ 129,121 5.9 In-place and other lease intangibles (2) 1,217,152 8.0 1,240,626 7.2 Goodwill 1,044,415 N/A 1,046,140 N/A Other intangibles (2) 34,404 5.6 34,517 6.5 Accumulated amortization (1,061,305) N/A (944,403) N/A Net intangible assets $ 1,363,704 7.8 $ 1,506,001 7.1 Intangible liabilities: Below-market lease intangibles (1) $ 333,672 8.6 $ 334,365 9.7 Other lease intangibles 13,498 N/A 13,608 N/A Accumulated amortization (258,639) N/A (244,975) N/A Purchase option intangibles 3,568 N/A 3,568 N/A Net intangible liabilities $ 92,099 8.6 $ 106,566 9.7 ______________________________ (1) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income. (2) Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income. N/A—Not Applicable Above-market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below-market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2022, 2021 and 2020, our net amortization related to these intangibles was $102.4 million, $29.3 million and $45.7 million, respectively. The following is a summary of the estimated net amortization related to these intangibles for each of the next five years (dollars in thousands): Estimated Net Amortization 2023 $ 108,638 2024 56,615 2025 10,612 2026 6,912 2027 6,071 The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2022 (dollars in thousands): Goodwill Office operations $ 464,561 Triple-net leased properties 320,372 SHOP 259,482 Total goodwill $ 1,044,415 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9 – OTHER ASSETS The following is a summary of our other assets (dollars in thousands): As of December 31, 2022 2021 Straight-line rent receivables $ 187,536 $ 176,877 Non-mortgage loans receivable, net 24,338 19,024 Stock warrants 23,621 48,884 Other intangibles, net 6,393 7,270 Investment in unconsolidated operating entities 95,363 73,602 Other 272,572 239,412 Total other assets $ 609,823 $ 565,069 Stock warrants represent warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 16.3 million shares of Brookdale Senior Living common stock at an exercise price of $3.00 per share. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income. |
SENIOR NOTES PAYABLE AND OTHER
SENIOR NOTES PAYABLE AND OTHER DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE AND OTHER DEBT | NOTE 10 – SENIOR NOTES PAYABLE AND OTHER DEBT The following is a summary of our senior notes payable and other debt (dollars in thousands): As of December 31, 2022 2021 Unsecured revolving credit facility (1)(2) $ 25,230 $ 56,448 Commercial paper notes 403,000 280,000 Unsecured term loan due 2023 — 200,000 2.55% Senior Notes, Series D due 2023 (2) 202,967 217,667 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) 184,515 197,879 2.80% Senior Notes, Series E due 2024 (2) 442,837 474,909 Unsecured term loan due 2025 (2) 369,031 395,757 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 Unsecured term loan due 2027 500,000 — 2.45% Senior Notes, Series G due 2027 (2) 350,579 375,970 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 500,000 500,000 2.50% Senior Notes due 2031 500,000 500,000 3.30% Senior Notes, Series H due 2031 (2) 221,419 237,454 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 2,436,443 2,431,831 Total 12,361,244 12,093,138 Deferred financing costs, net (63,410) (69,925) Unamortized fair value adjustment 23,535 32,888 Unamortized discounts (24,589) (28,557) Senior notes payable and other debt $ 12,296,780 $ 12,027,544 ______________________________ (1) As of December 31, 2022 and 2021, respectively, $3.7 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $21.5 million and $25.6 million were denominated in British pounds as of December 31, 2022 and 2021, respectively. (2) British Pound and 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. Credit Facilities, Commercial Paper, Unsecured Term Loans and Letters of Credit We have a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. 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, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase. Our unsecured credit facility imposed certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default. As of December 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $25.2 million borrowings outstanding and an additional $15.4 million restricted to support outstanding letters of credit. We limit our use of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding. 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 U.S. 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 December 31, 2022, we had $403.0 million in borrowings outstanding under our commercial paper program. In June 2022, we entered into a Credit and Guaranty Agreement (the “New Credit Agreement”) with Ventas Realty, as borrower. The New Credit Agreement replaces Ventas Realty’s previous $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matured in 2023 with a new $500.0 million unsecured term loan that matures in 2027 and is initially priced at Term SOFR plus 0.95% based on Ventas Realty’s debt ratings. The New Credit Agreement also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.25 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase. As of December 31, 2022, we had a C$500 million or $369.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025. In October 2022, we executed a letter agreement for a $100.0 million uncommitted line for standby letters of credit. The letter agreement contains certain customary covenants and under its terms, we are required to pay a commission on each outstanding letter of credit at a rate to be agreed upon in writing at issuance of each letter of credit. As of December 31, 2022, there were no material amounts outstanding under this facility. Senior Notes As of December 31, 2022, we had outstanding $7.2 billion aggregate principal amount of senior notes issued by Ventas Realty, approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties, Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with our acquisition of NHP, and C$1.9 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are unconditionally guaranteed by Ventas, Inc. Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation). Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada). NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries. Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date. Mortgages At December 31, 2022, we had 113 mortgage loans outstanding in the aggregate principal amount of $2.4 billion, which is secured by 105 of our properties. Of these loans, 98 loans in the aggregate principal amount of $2.0 billion bear interest at fixed rates ranging from 0% to 13.01% per annum, and 15 loans in the aggregate principal amount of $400.5 million bear interest at variable rates ranging from 3.63% to 6.85% per annum as of December 31, 2022. At December 31, 2022, the weighted average annual rate on our fixed rate mortgage loans was 3.7%, and the weighted average annual rate on our variable rate mortgage loans was 5.1%. Our mortgage loans had a weighted average maturity of 4.5 years as of December 31, 2022. During the years ended December 31, 2022 and 2021, we repaid in full mortgage loans in the aggregate principal amount of $0.6 million and $284.7 million, respectively. In September 2021, we assumed $482.5 million in mortgage debt maturing in 2025 in connection with the New Senior Acquisition including a $25.4 million fair value premium, which is amortized over the remaining term through interest expense in our Consolidated Statement of Income. See “Note 4 – Acquisitions of Real Estate Property”. Scheduled Maturities of Borrowing Arrangements and Other Provisions As of December 31, 2022, our indebtedness had the following maturities (dollars in thousands): Principal Amount Unsecured Revolving Credit Facility and Commercial Paper Notes (1) Scheduled Periodic Total Maturities 2023 $ 466,792 $ 403,000 $ 45,056 $ 914,848 2024 1,691,862 — 39,657 1,731,519 2025 2,016,471 25,230 34,096 2,075,797 2026 1,049,404 — 27,498 1,076,902 2027 1,328,150 — 26,823 1,354,973 Thereafter 5,076,523 — 130,682 5,207,205 Total maturities $ 11,629,202 $ 428,230 $ 303,812 $ 12,361,244 ______________________________ (1) At December 31, 2022, we had $305.7 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $122.6 million of unrestricted cash and cash equivalents. The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth. As of December 31, 2022, we were in compliance with all of these covenants. Derivatives and Hedging In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks. We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 11 – FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of our financial instruments were as follows (dollars in thousands): As of December 31, 2022 As of December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and cash equivalents $ 122,564 $ 122,564 $ 149,725 $ 149,725 Escrow deposits and restricted cash 48,181 48,181 46,872 46,872 Stock warrants (1) 23,621 23,621 48,884 48,884 Secured mortgage loans and other, net 493,669 493,627 488,913 478,931 Non-mortgage loans receivable, net (1) 24,338 23,416 19,024 19,039 Government-sponsored pooled loan investments, net 43,406 43,406 41,213 41,213 Derivative instruments (1) 24,316 24,316 1,128 1,128 Liabilities: Senior notes payable and other debt, gross 12,361,244 11,493,824 12,093,138 12,891,937 Derivative instruments (2) 145 145 12,290 12,290 Redeemable OP Units 162,663 162,663 182,112 182,112 ______________________________ (1) Included in other assets on our Consolidated Balance Sheets. (2) Included in accounts payable and other liabilities on our Consolidated Balance Sheets. 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. |
LONG-TERM COMPENSATION
LONG-TERM COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
LONG-TERM COMPENSATION | NOTE 12 – LONG-TERM COMPENSATION Compensation Plans We currently have: • two plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been granted to our officers, employees and non-employee directors (the 2006 Stock Plan for Directors and the 2012 Incentive Plan). Future grants are not permitted under any of these plans. • one plan, the 2022 Incentive Plan, under which equity awards, including shares of restricted stock or restricted stock units, have been or may be granted to our officers, employees and non-employee directors; • one plan under which certain non-employee directors have received or may receive deferred common stock in lieu of director fees (the Non-Employee Directors’ Cash Compensation Deferral Plan, formerly known as the Non-Employee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.” During the year ended December 31, 2022, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Non-Employee Directors’ Cash Compensation Deferral Plan, the 2012 Incentive Plan and the 2022 Incentive Plan. The 2006 Stock Plan for Directors expired on December 31, 2012, and no additional grants were permitted under after that date. The Executive Deferred Stock Compensation Plan was terminated in early 2022. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022. The 2022 Incentive Plan was effective October 1, 2022 and grants starting on October 1, 2022 were awarded under this plan. The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2022 were as follows: • Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option. None of our Executives has deferred shares pursuant to the Executive Deferred Stock Compensation Plan, and the Plan was terminated in early 2022. Accordingly, no shares were available for issuance under this Plan as of December 31, 2022. • Non-Employee Directors’ Cash Compensation Deferral Plan—0.6 million shares were reserved initially for issuance to non-employee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 0.4 million shares were available for future issuance as of December 31, 2022. • 2012 Incentive Plan—10.7 million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors. Authority to grant awards under the 2012 Plan expired when the 2022 Plan became effective; accordingly, no new grants were permitted under the 2012 Plan after September 30, 2022. • 2022 Incentive Plan—11.4 million shares, plus any shares of common stock subject to awards granted under the 2012 Plan as of October 1, 2022, that expire, or for any reason are forfeited, cancelled or terminated either without such shares being issued or with such shares being forfeited (such shares the “2012 Plan Shares”) were reserved initially for grants or issuance to employees and non-employee directors, and 11.4 million shares were available for future issuance as of December 31, 2022. Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years from the date of grant, and are fully vested. Stock Options The following is a summary of stock option activity in 2022: Shares (000’s) Weighted Average Weighted Intrinsic Outstanding as of December 31, 2021 3,761 $ 61.63 Options granted — — Options exercised (157) 55.50 Options forfeited — — Options expired (30) 55.99 Outstanding as of December 31, 2022 3,574 61.95 3.1 $ — Exercisable as of December 31, 2022 3,574 61.95 3.1 $ — Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods, with charges primarily recorded in general, administrative and professional fees in our Consolidated Statements of Income. As of December 31, 2022, 2021 and 2020, there was no unrecognized compensation expense relating to stock options. Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2022, 2021 and 2020 were $8.7 million, $9.0 million and $5.1 million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $1.5 million and $1.3 million, respectively. There was no deferred income tax benefit for stock options exercised. Restricted Stock and Restricted Stock Units We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) on the grant date of the award as stock-based compensation expense over the requisite service period, with charges primarily to general, administrative and professional fees of $30.7 million, $31.9 million and $21.4 million in 2022, 2021 and 2020, respectively, in our Consolidated Statements of Income. Restricted stock and restricted stock unit awards to employees generally vest over a three year period, while awards to non-employee directors typically vest within two years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events. In addition to customary change in control vesting provisions, awards generally vest on retirement provided certain conditions are met. Employees are typically not retirement eligible until age plus years of service equals 75, with a minimum age of 62; the retirement age for non-employee directors is 75. The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2022, and changes during the year ended December 31, 2022: Restricted Weighted Restricted Weighted Non-vested at December 31, 2021 448 $ 50.96 1,047 $ 52.84 Granted 43 55.52 449 57.07 Vested (117) 51.15 (457) 57.66 Forfeited (60) 51.14 (48) 68.19 Non-vested at December 31, 2022 314 51.47 991 52.13 As of December 31, 2022, we had $21.8 million of unrecognized compensation cost related to non-vested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.5 years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $29.6 million, $23.4 million and $19.8 million, respectively. Employee and Director Stock Purchase Plan We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of December 31, 2022, 0.2 million shares had been purchased under the ESPP and 2.8 million shares were available for future issuance. Employee Benefit Plan We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2022, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2022, 2021 and 2020, our aggregate contributions were approximately $1.6 million, $1.5 million and $1.6 million, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES We have elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as 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 we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. Our tax treatment of distributions per common share was as follows: For the Years Ended December 31, 2022 2021 2020 Tax treatment of distributions: Ordinary income $ — $ — $ — Qualified ordinary income 0.04906 0.00330 0.00696 199A qualified business income 1.75094 1.25274 2.14381 Long-term capital gain — 0.16448 0.28450 Unrecaptured Section 1250 gain — 0.37948 0.04973 Non-dividend distribution — — — Distribution reported for 1099-DIV purposes 1.80000 1.80000 2.48500 Add: Dividend declared in current year and taxable in following year 0.45000 0.45000 0.45000 Less: Dividend declared in prior year and taxable in current year (0.45000) (0.45000) (0.79250) Distribution declared per common share outstanding $ 1.80000 $ 1.80000 $ 2.14250 We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2022, 2021 and 2020. Our consolidated expense (benefit) for income taxes was as follows (dollars in thousands): For the Years Ended December 31, 2022 2021 2020 Current - Federal $ (2,257) $ 662 $ 402 Current - State 2,662 2,116 2,107 Deferred - Federal 338 6,431 (56,835) Deferred - State 1,310 72 (35,447) Current - Foreign 3,217 3,439 2,929 Deferred - Foreign (22,196) (7,893) (9,690) Total $ (16,926) $ 4,827 $ (96,534) The 2022 income tax benefit is primarily due to a $7.5 million income tax benefit from operating losses at certain TRS entities and an income tax benefit of $11.9 million from an internal restructuring of foreign TRS entities. The 2021 income tax expense is due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. The 2020 income tax benefit was primarily due to a $95.9 million net deferred tax benefit from an internal restructuring of certain TRS entities, partially offset by a valuation allowance recorded against certain deferred tax assets. Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the year ended December 31, 2022, their income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant. A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2022, 2021 and 2020, to the income tax expense and benefit is as follows (dollars in thousands): For the Years Ended December 31, 2022 2021 2020 Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes $ (19,733) $ (34,127) $ 27,132 State income taxes, net of federal benefit (5,411) (8,256) (1,967) Change in valuation allowance from ordinary operations 53,117 59,572 86,359 Tax at statutory rate on earnings not subject to federal income taxes (31,528) (22,869) (53,808) Foreign rate differential and foreign taxes 123 4,405 3,342 Change in tax status of TRS (1,961) 3,485 (150,287) Other differences (11,533) 2,617 (7,305) Income tax (benefit) expense $ (16,926) $ 4,827 $ (96,534) Each TRS is a tax-paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands): As of December 31, 2022 2021 2020 Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs $ (34,734) $ (58,691) $ (60,494) Operating loss and interest deduction carryforwards 220,891 187,407 124,606 Expense accruals and other 16,723 21,628 10,516 Valuation allowance (227,960) (198,450) (127,279) Net deferred tax liabilities $ (25,080) $ (48,106) $ (52,651) Our net deferred tax liability decreased $23.0 million during 2022 primarily due to a $7.5 million impact from operating losses at certain TRS entities and the reversal of $11.9 million of deferred tax liabilities from an internal restructuring of foreign TRS entities. Our net deferred tax liability decreased $4.5 million during 2021 due to a $3.5 million deferred tax expense related to an internal restructuring of certain U.S. TRS entities, a $3.3 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the United Kingdom, and a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. Our net deferred tax liability decreased $100.7 million during 2020 primarily due to a change in the tax status of certain of our TRS entities. This was offset by the recording of valuation allowances against $54.4 million of other deferred tax assets. Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities for 2022, 2021 and 2020 are $171.0 million, $140.6 million and $83.2 million, respectively. We are subject to corporate-level taxes (“built-in gains tax”) for any asset dispositions during the five year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards. At December 31, 2022, 2021 and 2020, the REIT had NOL carryforwards of $1.1 billion, $1.1 billion and $896.4 million, respectively. Additionally, the REIT has $10.8 million of federal income tax credits that were carried over from acquisitions. These amounts can be used to offset future taxable income (or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to their utilization by Section 382 of the Code. The remaining REIT carryforwards begin to expire in 2023. For the years ended December 31, 2022 and 2021, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $3.0 billion and $3.3 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes. Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2019 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2018 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, 2018 and subsequent years. We are subject to audit in the United Kingdom generally for the periods ended in and subsequent to 2021. The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands): 2022 2021 Balance as of January 1 $ 6,082 $ 6,057 Additions to tax positions related to prior years 2 29 Subtractions to tax positions related to prior years (256) (4) Balance as of December 31 $ 5,828 $ 6,082 Included in these unrecognized tax benefits of $5.8 million and $6.1 million at December 31, 2022 and 2021, respectively, were $5.0 million and $5.3 million of tax benefits at December 31, 2022 and 2021, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax benefits during 2022. We do not expect our unrecognized tax benefits to increase or decrease materially in 2023. As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with certain TRSs, such as leasing transactions, other capital financing and allocation of general and administrative costs, which transactions are intended to comply with the IRS and foreign tax authority transfer pricing rules. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 15 – EARNINGS PER SHARE The following table shows the amounts used in computing our basic and diluted earnings per share (in thousands, except per share amounts): For the Years Ended December 31, 2022 2021 2020 Numerator for basic and diluted earnings per share: (Loss) income from continuing operations $ (40,931) $ 56,559 $ 441,185 Net (loss) income (40,931) 56,559 441,185 Net income attributable to noncontrolling interests 6,516 7,551 2,036 Net (loss) income attributable to common stockholders $ (47,447) $ 49,008 $ 439,149 Denominator: Denominator for basic earnings per share—weighted average shares 399,549 382,785 373,368 Effect of dilutive securities: Stock options — 34 — Restricted stock awards 390 365 171 OP unitholder interests 3,515 3,120 2,964 Denominator for diluted earnings per share—adjusted weighted average shares 403,454 386,304 376,503 Basic earnings per share: (Loss) income from continuing operations $ (0.10) $ 0.15 $ 1.18 Net (loss) income attributable to common stockholders (0.12) 0.13 1.18 Diluted earnings per share: (1) (Loss) income from continuing operations $ (0.10) $ 0.15 $ 1.17 Net (loss) income attributable to common stockholders (0.12) 0.13 1.17 ______________________________ (1) Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. There were 3.6 million, 3.1 million and 4.0 million anti-dilutive options outstanding for the years ended December 31, 2022, 2021 and 2020, respectively. |
PERMANENT AND TEMPORARY EQUITY
PERMANENT AND TEMPORARY EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
PERMANENT AND TEMPORARY EQUITY | NOTE 16 – PERMANENT AND TEMPORARY EQUITY Capital Stock In September 2021, we issued approximately 13.3 million shares of our common stock at a value of $751.2 million in connection with the New Senior Acquisition. We participate in an “at-the-market” equity offering program (“ATM program”), pursuant to which we may, from time to time, sell up to $1.0 billion aggregate gross sales price of shares of our common stock. There were no issuances under the ATM program for the year ended December 31, 2022. During the years ended December 31, 2021 and 2020, we sold 10.9 million and 1.5 million shares of our common stock under our previous ATM program for gross proceeds of $626.4 million and $66.6 million, respectively, at an average gross price of $57.71 and $44.88 per share, respectively. Excess Share Provision In order to preserve our ability to maintain REIT status, our Amended and Restated Certificate of Incorporation (our “Charter”) provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares, and the trustee may exercise all voting power over the shares. We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust. As of December 31, 2022, there were no shares in the trust. Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss (dollars in thousands): As of December 31, 2022 2021 Foreign currency translation loss $ (60,364) $ (56,227) Unrealized (loss) gain on available for sale securities — 1,836 Unrealized gain (loss) on derivative instruments 23,564 (10,129) Total accumulated other comprehensive loss $ (36,800) $ (64,520) Redeemable OP Unitholder and Noncontrolling Interests The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2022 (dollars in thousands): Redeemable OP Unitholder Interests Redeemable Noncontrolling Interests Total Redeemable OP Unitholder and Noncontrolling Interests Balance as of December 31, 2021 $ 182,112 $ 98,171 $ 280,283 New issuances — 8,491 8,491 Change in fair value (11,480) (4,675) (16,155) Dispositions — — — Distributions and other (6,276) — (6,276) Redemptions (1,693) — (1,693) Balance as of December 31, 2022 $ 162,663 $ 101,987 $ 264,650 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2022, 2021 and 2020, we incurred fees to Atria of $61.5 million, $50.8 million and $54.1 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2022, we incurred fees to Atria of $6.1 million primarily in connection with the transition of senior housing communities operated by Atria, which are recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December 31, 2021 and 2020, we paid fees to Atria of $20.3 million and $1.1 million, respectively, in connection with the sale or transition of senior housing communities operated by Atria. These fees are considered transaction costs and are primarily recorded within depreciation and amortization expense in our Consolidated Statements of Income. We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors. As of December 31, 2022, we leased 11 hospitals to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2022, 2021 and 2020, we recognized rental income from Ardent of $130.5 million, $127.2 million and $122.6 million, respectively, relating to the Ardent master lease. As of December 31, 2022, we also leased 19 MOBs to Ardent under separate leases included in our office operations reportable business segment and recognized rental income of $12.1 million for the year ended December 31, 2022. We also hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint one member to the Ardent Board of Directors. In September 2022, Ardent’s majority equity owner entered into a definitive purchase agreement to sell a minority equity investment in Ardent to a third-party investor. We have the right to, and have elected to, participate in the proposed transaction by selling a pro-rata portion of our ownership interest to the third-party investor on the same terms. If the proposed transaction is consummated, our ownership interest in Ardent would be reduced. The transaction is subject to customary closing conditions, including regulatory approvals and we cannot assure you that the transaction will close. ESL ceased operation of its management business in early 2022 following completion of the transition of 90 senior housing communities to other operators. We held a 34% ownership interest in ESL, which entitled us to customary minority rights and protections, including the right to appoint two members to the ESL Board of Directors. ESL provided comprehensive property management and accounting services with respect to our senior housing communities that ESL operated, for which we paid annual management fees pursuant to a management agreement. For the years ended December 31, 2021 and 2020, we incurred fees to ESL of $11.8 million and $15.1 million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income. For the year ended December 31, 2022, no fees were incurred. In connection with the transition of the operations of 90 senior housing communities, in 2021 we paid ESL $24.0 million, which is recorded within transaction expenses and deal costs in our Consolidated Statements of Income. For the years ended December |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18 – SEGMENT INFORMATION As of December 31, 2022, we operated through three reportable business segments: triple-net leased properties, SHOP and office operations. In our triple-net leased properties reportable business 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 SHOP reportable business 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 reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “non-segment” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable. Our chief operating decision maker evaluates performance of the combined properties in each reportable business segment and determines how to allocate resources to those segments, in significant part, based on NOI and related measures for each segment. We define NOI as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses. We consider 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, 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 Annual Report on Form 10-K. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI. 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 (dollars in thousands): For the Year Ended December 31, 2022 SHOP Office Triple-Net Non-Segment Total Revenues: Rental income $ — $ 801,159 $ 598,154 $ — $ 1,399,313 Resident fees and services 2,651,886 — — — 2,651,886 Third party capital management revenues — 2,448 — 23,751 26,199 Income from loans and investments — — — 48,160 48,160 Interest and other income — — — 3,635 3,635 Total revenues $ 2,651,886 $ 803,607 $ 598,154 $ 75,546 $ 4,129,193 Total revenues $ 2,651,886 $ 803,607 $ 598,154 $ 75,546 $ 4,129,193 Less: Interest and other income — — — 3,635 3,635 Property-level operating expenses 2,004,420 257,003 15,301 — 2,276,724 Third party capital management expenses — — — 6,194 6,194 NOI $ 647,466 $ 546,604 $ 582,853 $ 65,717 1,842,640 Interest and other income 3,635 Interest expense (467,557) Depreciation and amortization (1,197,798) General, administrative and professional fees (144,874) Loss on extinguishment of debt, net (581) Transaction expenses and deal costs (51,577) Allowance on loans receivable and investments (19,757) Other (58,268) Income from unconsolidated entities 28,500 Gain on real estate dispositions 7,780 Income tax benefit 16,926 Loss from continuing operations (40,931) Net loss (40,931) Net income attributable to noncontrolling interests 6,516 Net loss attributable to common stockholders $ (47,447) For the Year Ended December 31, 2021 SHOP Office Triple-Net Non-Segment Total Revenues: Rental income $ — $ 794,297 $ 653,823 $ — $ 1,448,120 Resident fees and services 2,270,001 — — — 2,270,001 Third party capital management revenues — 8,384 — 11,712 20,096 Income from loans and investments — — — 74,981 74,981 Interest and other income — — — 14,809 14,809 Total revenues $ 2,270,001 $ 802,681 $ 653,823 $ 101,502 $ 3,828,007 Total revenues $ 2,270,001 $ 802,681 $ 653,823 $ 101,502 $ 3,828,007 Less: Interest and other income — — — 14,809 14,809 Property-level operating expenses 1,811,728 257,001 15,335 — 2,084,064 Third party capital management expenses — 1,798 — 2,635 4,433 NOI $ 458,273 $ 543,882 $ 638,488 $ 84,058 1,724,701 Interest and other income 14,809 Interest expense (440,089) Depreciation and amortization (1,197,403) General, administrative and professional fees (129,758) Loss on extinguishment of debt, net (59,299) Transaction expenses and deal costs (47,318) Allowance on loans receivable and investments 9,082 Other (37,110) Income from unconsolidated entities 4,983 Gain on real estate dispositions 218,788 Income tax expense (4,827) Income from continuing operations 56,559 Net income 56,559 Net income attributable to noncontrolling interests 7,551 Net income attributable to common stockholders $ 49,008 For the Year Ended December 31, 2020 SHOP Office Triple-Net Non-Segment Total Revenues: Rental income $ — $ 799,627 $ 695,265 $ — $ 1,494,892 Resident fees and services 2,197,160 — — — 2,197,160 Third party capital management revenues — 8,675 — 6,516 15,191 Income from loans and investments — — — 80,505 80,505 Interest and other income — — — 7,609 7,609 Total revenues $ 2,197,160 $ 808,302 $ 695,265 $ 94,630 $ 3,795,357 Total revenues $ 2,197,160 $ 808,302 $ 695,265 $ 94,630 $ 3,795,357 Less: Interest and other income — — — 7,609 7,609 Property-level operating expenses 1,658,671 256,612 22,160 — 1,937,443 Third party capital management expenses — 2,315 — — 2,315 NOI $ 538,489 $ 549,375 $ 673,105 $ 87,021 1,847,990 Interest and other income 7,609 Interest expense (469,541) Depreciation and amortization (1,109,763) General, administrative and professional fees (130,158) Loss on extinguishment of debt, net (10,791) Transaction expenses and deal costs (29,812) Allowance on loans receivable and investments (24,238) Other (707) Income from unconsolidated entities 1,844 Gain on real estate dispositions 262,218 Income tax benefit 96,534 Income from continuing operations 441,185 Net income 441,185 Net income attributable to noncontrolling interests 2,036 Net income attributable to common stockholders $ 439,149 Assets by reportable business segment are as follows (dollars in thousands): As of December 31, Assets: 2022 2021 SHOP $ 12,369,218 51.2 % $ 12,811,611 51.8 % Office operations 6,558,416 27.1 6,341,888 25.7 Triple-net leased properties 4,272,303 17.7 4,578,534 18.5 Non-segment 957,903 4.0 985,753 4.0 Total assets $ 24,157,840 100.0 % $ 24,717,786 100.0 % Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows (dollars in thousands): For the Years Ended December 31, Capital expenditures: 2022 2021 2020 SHOP $ 423,420 $ 1,463,551 $ 191,891 Office operations 472,662 245,546 372,475 Triple-net leased properties 4,614 92,924 42,930 Total capital expenditures $ 900,696 $ 1,802,021 $ 607,296 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 (dollars in thousands): For the Years Ended December 31, Revenues: 2022 2021 2020 United States $ 3,652,327 $ 3,363,197 $ 3,381,357 Canada 449,091 434,862 389,205 United Kingdom 27,775 29,948 24,795 Total revenues $ 4,129,193 $ 3,828,007 $ 3,795,357 As of December 31, Net real estate property: 2022 2021 United States $ 18,168,224 $ 18,562,738 Canada 2,782,350 3,007,008 United Kingdom 209,876 247,092 Total net real estate property $ 21,160,450 $ 21,816,838 |
SCHEDULE III REAL ESTATE AND AC
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION | SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Dollars in thousands) For the Years Ended December 31, 2022 2021 2020 Reconciliation of real estate: Carrying cost: Balance at beginning of period $ 28,479,870 $ 26,850,442 $ 27,133,514 Additions during period: Acquisitions 460,959 2,413,570 249,290 Capital expenditures 443,710 423,752 485,479 Deductions during period: Foreign currency translation (350,188) 17,030 80,302 Other (1) (265,942) (1,224,924) (1,098,143) Balance at end of period $ 28,768,409 $ 28,479,870 $ 26,850,442 Accumulated depreciation: Balance at beginning of period $ 7,433,480 $ 6,967,413 $ 6,200,230 Additions during period: Depreciation expense 907,134 865,627 809,067 Dispositions: Sales and/or transfers to assets held for sale (72,047) (401,208) (82,559) Foreign currency translation (37,407) 1,648 40,675 Balance at end of period $ 8,231,160 $ 7,433,480 $ 6,967,413 ______________________________ (1) Other may include sales, transfers to assets held for sale and impairments. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2022 (Dollars in thousands ) Initial Cost to Company Gross Amount Carried Description Count Encumbrances Land and Buildings and Costs Capitalized Subsequent to Acquisition (1) Land and Buildings and Total Accumulated NBV Year of Year Life on which UNITED STATES PROPERTIES Senior Housing Atria Senior Living 213 $ 519,795 $ 620,020 $ 5,562,067 $ 620,708 $ 646,063 $ 6,156,732 $ 6,802,795 $ 1,798,095 $ 5,004,700 1835 - 2013 2007 - 2021 13 - 54 years Brookdale Senior Living 129 48,040 191,164 2,026,833 142,934 191,398 2,169,533 2,360,931 955,838 1,405,093 1915 - 2012 2004 - 2021 24 - 35 years Sunrise Senior Living 80 — 198,915 2,113,355 213,682 211,200 2,314,752 2,525,952 1,054,266 1,471,686 1987 - 2009 2007 - 2012 35 - 35 years Sinceri Senior Living 35 — 57,120 590,981 47,177 56,028 639,250 695,278 242,250 453,028 1974 - 2005 2006 - 2015 35 - 35 years Priority Life Care Properties 26 — 25,356 279,159 36,906 26,232 315,189 341,421 124,292 217,129 1920 - 2008 2006 - 2019 35 - 35 years Koelsch Senior Communities 19 74,556 27,721 292,414 13,285 28,131 305,289 333,420 65,045 268,375 1972 - 2017 2011 - 2017 35 - 35 years Discovery Senior Living 19 — 23,308 268,214 32,331 24,229 299,624 323,853 103,856 219,997 1984 - 2005 2006 - 2014 35 - 35 years Sodalis Senior Living 18 — 21,451 208,224 2,518 21,630 210,563 232,193 84,743 147,450 1996 - 2007 2006 - 2015 35 - 35 years Matthews Senior Living 14 — 11,470 25,011 (15,253) 8,906 12,322 21,228 9,683 11,545 1985 - 2007 2011 - 2011 35 - 35 years American House 13 — 6,593 146,157 16,564 7,680 161,634 169,314 61,208 108,106 1998 - 2000 2006 - 2014 35 - 35 years Azura Memory Care 13 — 6,361 53,002 10,850 7,200 63,013 70,213 20,726 49,487 1990 - 2019 2011 - 2019 35 - 35 years Milestone Retirement Communities 12 — 17,956 188,500 2,832 17,956 191,332 209,288 53,592 155,696 1965 - 2011 2011 - 2014 35 - 35 years Avamere Family of Companies 11 — 20,407 113,192 6,609 20,653 119,555 140,208 42,209 97,999 1998 - 2012 2011 - 2015 35 - 35 years Hawthorn Senior Living 10 57,383 35,668 220,099 8,126 35,718 228,175 263,893 12,737 251,156 1998 - 2008 2021 - 2021 27 - 50 years Meridian Senior Living 10 — 17,977 77,599 1,416 17,977 79,015 96,992 28,491 68,501 1972 - 2012 2011 - 2015 35 - 35 years Ridgeline Management Company 10 — 11,405 94,242 3,219 11,405 97,461 108,866 29,630 79,236 1972 - 2007 2011 - 2021 11 - 35 years Sonida Senior Living 10 — 14,080 118,512 25,991 14,462 144,121 158,583 59,673 98,910 1977 - 1998 2005 - 2012 35 - 35 years Other Senior Housing Operators 67 83,133 115,658 1,030,904 45,210 114,520 1,077,252 1,191,772 303,940 887,832 1979 - 2020 2004 - 2022 12 - 39 years Other Senior Housing CIP 1 — — 73 — — 73 73 — 73 CIP CIP CIP Total Senior Housing 710 782,907 1,422,630 13,408,538 1,215,105 1,461,388 14,584,885 16,046,273 5,050,274 10,995,999 Medical Office Lillibridge 194 37,821 150,207 1,992,555 505,405 149,840 2,498,327 2,648,167 996,900 1,651,267 1960 - 2016 2004 - 2021 4 - 39 years PMB RES 38 238,647 73,863 972,701 119,813 75,214 1,091,163 1,166,377 359,768 806,609 1972 - 2019 2011 - 2019 19 - 35 years Ardent Health Services 19 — 5,638 214,808 600 5,638 215,408 221,046 7,887 213,159 1974 - 2011 2018 - 2022 35 - 35 years Memorial Health System 12 — 2,346 25,031 13,166 2,451 38,092 40,543 20,981 19,562 1976 - 2002 2010 - 2010 35 - 35 years Other MOBs 65 479 110,447 887,801 46,901 107,059 938,090 1,045,149 297,571 747,578 1984 - 2019 2004 - 2022 25 - 35 years Other MOBs CIP 1 — — — — — — — — — CIP CIP CIP Total Medical Office 329 276,947 342,501 4,092,896 685,885 340,202 4,781,080 5,121,282 1,683,107 3,438,175 Initial Cost to Company Gross Amount Carried Description Count Encumbrances Land and Buildings and Costs Capitalized Subsequent to Acquisition (1) Land and Buildings and Total Accumulated NBV Year of Year Life on which Life Science, Research & Innovation Wexford 32 242,600 92,229 1,582,631 125,979 94,181 1,706,658 1,800,839 309,613 1,491,226 1923 - 2019 2016 - 2022 15 - 60 years Other Life Science 2 — 1,194 76,515 68 1,194 76,583 77,777 7,204 70,573 2010 - 2016 2020 - 2020 35 - 35 years Other Life Science CIP 10 — 52,956 49,312 — 52,956 49,312 102,268 3,901 98,367 CIP CIP CIP Total Life Science, R&I 44 242,600 146,379 1,708,458 126,047 148,331 1,832,553 1,980,884 320,718 1,660,166 IRFs & LTACs Kindred Healthcare 29 — 33,385 222,156 (1,000) 32,385 222,156 254,541 207,147 47,394 1937 - 1995 1976 - 2020 20 - 40 years Other IRFs & LTACs 7 — 11,057 167,682 1,068 11,057 168,750 179,807 44,750 135,057 1989 - 2012 2011 - 2015 35 - 36 years Total IRFs & LTACs 36 — 44,442 389,838 68 43,442 390,906 434,348 251,897 182,451 Health Systems Ardent Health Services 10 — 98,428 1,126,010 78,104 97,416 1,205,126 1,302,542 252,999 1,049,543 1928 - 2020 2015 - 2020 20 - 47 years Skilled Nursing Genesis Healthcare 12 — 11,350 164,745 (5,708) 11,350 159,037 170,387 73,087 97,300 1897 - 1995 2004 - 2011 30 - 35 years Other Skilled Nursing 4 — 1,636 18,793 1,405 1,816 20,018 21,834 13,500 8,334 1955 - 1990 1991 - 2009 29 - 40 years Total Skilled Nursing 16 — 12,986 183,538 (4,303) 13,166 179,055 192,221 86,587 105,634 CANADIAN PROPERTIES Senior Housing Le Groupe Maurice 35 1,094,556 149,601 1,815,395 (6,378) 146,110 1,812,508 1,958,618 144,733 1,813,885 2000 - 2022 2019 - 2022 40 - 60 years Atria Senior Living 29 — 75,553 845,363 (72,107) 66,479 782,330 848,809 236,902 611,907 1988 - 2008 2014 - 2014 35 - 35 years Sunrise Senior Living 12 — 46,600 418,821 (70,388) 38,786 356,247 395,033 162,284 232,749 2000 - 2007 2007 - 2007 35 - 35 years Brightwater Senior Living 6 — 25,172 146,694 (10,890) 23,471 137,505 160,976 5,567 155,409 2006 - 2012 2021 - 2021 35 - 35 years Other Senior Housing CIP 2 37,087 14,832 92,133 — 14,832 92,133 106,965 — 106,965 CIP CIP CIP Total Senior Housing 84 1,131,643 311,758 3,318,406 (159,763) 289,678 3,180,723 3,470,401 549,486 2,920,915 UNITED KINGDOM PROPERTIES Senior Housing Canford Healthcare Limited 12 — 42,445 84,181 (21,537) 35,037 70,052 105,089 16,863 88,226 1980 - 2014 2015 - 2017 40 - 40 years International Hospital Spire Healthcare 3 — 11,903 136,628 (33,162) 9,245 106,124 115,370 19,229 96,141 1980 - 2010 2014 - 2014 50 - 50 years TOTAL 1,244 $ 2,434,097 $ 2,433,472 $ 24,448,493 $ 1,886,444 $ 2,437,905 $ 26,330,504 $ 28,768,409 $ 8,231,160 $ 20,537,249 ______________________________ (1) Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments. |
SCHEDULE IV MORTGAGE LOANS ON R
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract] | |
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE | SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE December 31, 2022 (Dollars in thousands) Location Interest Rate Fixed / Variable Maturity Date Periodic Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest First mortgage relating to 1 senior housing property located in: Pennsylvania Term SOFR plus 3.75% Variable 11/4/2027 Interest only; principal payments start in 2024 $ — $ 18,086 $ 18,100 $ — First mortgage relating to 2 senior housing properties located in: Texas Lesser of 9.50% or SOFR + 5.50% Variable 6/16/2024 Interest only — 7,226 7,152 — Mezzanine loan relating to 153 properties located in: Multiple (1) LIBOR + 6.42% Variable 6/9/2023 Interest only 1,016,804 486,082 466,082 — Total $ 1,016,804 $ 511,394 $ 491,334 $ — ______________________________ (1) The carrying amount includes a $20.0 million allowance recognized as of December 31, 2022. See “Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements. Reconciliation of Mortgage Loans: Year Ended December 31, 2022 2021 2020 Beginning Balance $ 486,200 $ 552,797 $ 642,218 Additions: New loans 25,247 — 66,000 Total additions 25,247 — 66,000 Deductions: Principal repayments (113) (66,597) (155,170) Allowance (20,000) — — Total deductions (20,113) (66,597) (155,170) Effect of foreign currency translation — — (251) Ending Balance $ 491,334 $ 486,200 $ 552,797 |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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 Entities | 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 life science, 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 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 |
Investments in Unconsolidated Entities | 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 income from unconsolidated entities 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 may be 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 | 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 NHP/PMB as a VIE. As of December 31, 2022, third-party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.6 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to 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. The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of December 31, 2022 and 2021, the fair value of the OP Units was $162.7 million and $182.1 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 December 31, 2022 and 2021. 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 on our Consolidated Balance Sheets. Noncontrolling Interests Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests’ share of comprehensive income in our Consolidated Statements of Comprehensive Income. |
Accounting for Historic and New Market Tax Credits | Accounting for Historic and New Markets Tax Credits For certain of our life science, 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”), new markets tax credits (“NMTCs”) or both. As of December 31, 2022, we owned three properties 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 recapture within five years of substantial completion. The amount of the recapture is equal to 100% of the HTCs during the first year after the completion of the historic rehabilitation and is reduced by 20% each year during the subsequent five year period. NMTCs are subject to 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. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Accounting for Real Estate Acquisitions | Accounting for Real Estate Acquisitions When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date. We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements, and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion. Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets. The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations over the shortened lease term. We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale. In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and operating lease liabilities on our Consolidated Balance Sheets. We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities. We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. |
Impairment of Long-Lived and Intangible Assets | 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 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 of impairment 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. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value. |
Assets Held-for-Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated. If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that would have been recognized had the asset been continuously classified as net real estate investments. We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest. |
Loans Receivable | Loans ReceivableWe record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value. |
Escrow Deposits and Restricted Cash | Escrow Deposits and Restricted Cash Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts paid to us for security deposits and other similar purposes. |
Deferred Financing Costs | Deferred Financing Costs We amortize deferred financing costs, which are reported as a reduction to senior notes payable and other debt on our Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Amortized costs of approximately $18.2 million, $19.7 million and $23.0 million were included in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively. |
Available for Sale Securities | Available for Sale Securities We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income (in allowance on loans receivable and investments) in our Consolidated Statements of Income. We report interest income, including discount or premium amortization, on available for sale securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income. |
Derivative Instruments | Derivative Instruments We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expense in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument. We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’ proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these derivative instruments are recorded on |
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 whose fair value is determined on a recurring basis. • 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. As of December 31, 2022, we recognized a $20.0 million allowance on our cash-pay mezzanine loan (the “Santerre Mezzanine Loan”) to Santerre Health Investors. The Santerre Mezzanine Loan has a current principal balance of $486.1 million, is priced at LIBOR + 6.42% and is freely prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. The Santerre Mezzanine Loan generated $40.0 million in loan interest income to Ventas in 2022. The allowance for the Santerre Mezzanine Loan was calculated using the “current expected credit loss”, or “CECL”, model, which considers relevant information about past events, current conditions and reasonable and supportable forecasts to estimate expected losses as of the most recent balance sheet date. In the case of the Mezzanine Loan, the analysis took into account a variety of factors, including market conditions, cap rates for comparable assets, forecasted estimates of net operating income, discount rates, lease coverage levels and the continuing impact of COVID-19 and its extended consequences on the operating performance of certain of the collateral, including occupancy and operating expenses such as labor. The allowance was calculated as of December 31, 2022 and does not take into account changes in the underlying facts that may have occurred after that date. The allowance is based on numerous estimates and assumptions that are inherently uncertain and is subject to adjustment as the underlying facts change. The allowance may not represent the loss, if any, that we ultimately recognize. • 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, default rates and confirmed settlement amounts at maturity. • Derivative instruments - 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. • Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate. • 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 life science, research and innovation centers’ (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 December 31, 2022 and 2021, this cumulative excess totaled $187.5 million and $176.9 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 under the lease, we record 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. SHOP 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 provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements, which are determined in accordance with the terms specific to each arrangement. We recognize these fees as we provide the services. We may also earn promote revenue within the VIM platform related to the Ventas Fund, a perpetual life investment vehicle focused on investments in research and innovation centers, medical office buildings and senior housing communities in North America. Within the Ventas Fund, promote revenue is generally based on the Ventas Fund’s cumulative returns over three-year performance periods. The promote revenue is based on operating performance and real estate valuation of the portfolio, including highly variable inputs such as capitalization rates, market rents, and interest rates. As the asset appreciation is an important driver of the promote and the key inputs in the valuation process can change, we generally recognize promote revenues at or near the end of the performance period. We include these revenues as a component of third party capital management revenues in our Consolidated Statements of Income. We may also earn promote revenues within the VIM platform related to our other investment vehicles. Within these other investment vehicles, promote revenues are generally earned after our partners have received distributions sufficient to provide a specified rate of return on their invested capital. 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 recognize interest income on loans with an allowance on a cash basis. We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income. |
Accounting for Leased Property | Accounting for Leased Property 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 on our Consolidated Balance Sheets. 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 our Consolidated Statements of Income. |
Stock-Based Compensation | Stock-Based Compensation We recognize share-based payments to employees and directors, including grants of stock options and restricted stock, included in general, administrative and professional fees in our Consolidated Statements of Income generally on a straight-line basis over the requisite service period based on the grant date fair value of the award. |
Gain on Real Estate Dispositions | Gain on Real Estate Dispositions We recognize a gain on real estate disposition when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration. |
Federal Income Tax | Federal Income Tax We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. |
Foreign Currency | Foreign Currency Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record the resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in other expense in our Consolidated Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets. |
Segment Reporting | Segment ReportingAs of December 31, 2022, 2021 and 2020, we operated through three reportable business segments: triple-net leased properties, SHOP 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 SHOP 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 life science, research and innovation centers throughout the United States. See “Note 18 – Segment Information.” |
Government Assistance | Government Assistance Provider Relief Grants. We applied for and received grants under Phase 2, Phase 3 and Phase 4 of the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19. These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. We will not be required to repay distributions from the Provider Relief Fund, provided that we attest to and comply with certain terms and conditions, including, not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits. See “Government Regulation—CARES Act and Similar Governmental Funding Programs” in Part I, Item 1 of this Annual Report. Other Government Assistance. We, and our tenants, borrowers, managers and unconsolidated entities also received grants administered by other domestic, foreign, local, regional or national governments on behalf of our senior housing communities primarily to partially mitigate losses attributable to COVID-19. During 2022, we received $54.2 million and $10.5 million in HHS and other government grants, respectively. During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in HHS grants. These grants are recognized as a contra expense within property-level operating expenses in our Consolidated Statements of Income in the period in which they were received. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our SHOP segment that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with these government grants, we cannot assure you that we will be in compliance with all requirements related to the payments received, in which case some or all of the grants received may need to be repaid. |
COVID-19 Assessment | COVID-19 Assessment 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 December 31, 2022, 2021 and 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 recognized no COVID-19 related charges during 2022 and 2021 but recognized the following charges for the year ended December 31, 2020: • Adjustment to rental income: As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $74.6 million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received. • Impairment of real estate assets: During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values. During 2020, we recognized $126.5 million of impairments representing the difference between the assets’ carrying value and the then-estimated fair valu e of $239.9 million. The impaired assets, primarily senior housing communities, represent approximately 1% of our consolidated net real estate property as of December 31, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our SHOP reportable business segment. • Loss on financial instruments and impairment of unconsolidated entities: As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments. As a result, we recognized credit loss charges of $34.7 million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income. During the fourth quarter of 2020, we received $10.5 million as a principal payment on previously reserved loans. In addition, during 2020 we recognized an impairment of $10.7 million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income. • Deferred tax asset valuation allowance: During 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 TRS entities. 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 benefit (expense) in our Consolidated State ments of Income. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In November 2021, the FASB issued Accounting Standards Update 2021-10, Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which requires expanded annual disclosures for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of the transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. We adopted ASU 2021-10 on January 1, 2022 and the adoption of this standard did not have a material impact on our Consolidated Financial Statements. |
Reclassifications | ReclassificationsCertain prior year amounts have been reclassified to conform to the current year presentation. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (dollars in thousands): December 31, 2022 December 31, 2021 Total Assets Total Liabilities Total Assets Total Liabilities NHP/PMB L.P. $ 741,890 $ 252,518 $ 749,834 $ 251,352 Other identified VIEs 3,657,023 1,504,113 3,805,567 1,552,237 Tax credit VIEs 128,240 16,767 458,953 103,992 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentration risk for triple-net leased properties | The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented: For the Years Ended December 31, 2022 2021 2020 Revenues (1) : Brookdale Senior Living (2) 3.6 % 3.9 % 4.4 % Ardent 3.2 3.3 3.2 Kindred 3.2 3.8 3.5 NOI: Brookdale Senior Living (2) 8.1 % 8.6 % 9.0 % Ardent 7.1 7.4 6.6 Kindred 7.3 7.8 7.1 ______________________________ (1) Total revenues include third party capital management revenues, income from loans and investments and interest and other income. (2) 2022, 2021 and 2020 results include $42.6 million, $42.6 million and $21.3 million, respectively, of amortization of up-front consideration received in 2020 from the Brookdale Lease. |
Schedule of future contracted minimum rentals for all of triple-net and MOB leases | The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2022 (excluding properties classified as held for sale as of December 31, 2022, dollars in thousands): Brookdale Senior Living Ardent Kindred Other Total 2023 $ 148,901 $ 146,108 $ 130,518 $ 695,990 $ 1,121,517 2024 148,674 146,108 130,518 645,622 1,070,922 2025 148,217 146,108 60,732 553,657 908,714 2026 — 145,580 25,839 483,536 654,955 2027 — 144,524 25,839 389,830 560,193 Thereafter — 1,090,603 8,613 1,340,595 2,439,811 Total $ 445,792 $ 1,819,031 $ 382,059 $ 4,109,230 $ 6,756,112 |
DISPOSITIONS AND IMPAIRMENTS (T
DISPOSITIONS AND IMPAIRMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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 (dollars in thousands): December 31, 2022 December 31, 2021 Number of Properties Held for Sale Assets Held for Sale Liabilities Held for Sale Number of Properties Held for Sale Assets Held for Sale Liabilities Held for Sale SHOP 3 $ 44,852 $ 5,675 2 $ 24,964 $ 9,321 Office operations — 41 817 2 3,435 1,529 Triple-net leased properties — — — — — — Total 3 $ 44,893 $ 6,492 4 $ 28,399 $ 10,850 |
LOANS RECEIVABLE AND INVESTME_2
LOANS RECEIVABLE AND INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans Receivable And Investments [Abstract] | |
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 (dollars in thousands): Amortized Cost Allowance Unrealized Gain Carrying Amount Fair Value As of December 31, 2022: Secured/mortgage loans and other, net (1) $ 513,669 $ (20,000) $ — $ 493,669 $ 493,627 Government-sponsored pooled loan investments, net (2) 43,406 — — 43,406 43,406 Total investments reported as secured loans receivable and investments, net 557,075 (20,000) — 537,075 537,033 Non-mortgage loans receivable, net (3) 28,959 (4,621) — 24,338 23,416 Total loans receivable and investments, net $ 586,034 $ (24,621) $ — $ 561,413 $ 560,449 As of December 31, 2021: Secured/mortgage loans and other, net (1) $ 488,913 $ — $ — $ 488,913 $ 478,931 Government-sponsored pooled loan investments, net (2) 39,376 — 1,836 41,213 41,213 Total investments reported as secured loans receivable and investments, net 528,289 — 1,836 530,126 520,144 Non-mortgage loans receivable, net (3) 24,418 (5,394) — 19,024 19,039 Total loans receivable and investments, net $ 552,707 $ (5,394) $ 1,836 $ 549,150 $ 539,183 ______________________________ (1) Includes the $486.1 million principal amount, cash-pay Santerre Mezzanine Loan, which is priced at LIBOR + 6.42% and secured by a pledge of equity interests in entities that hold a diverse pool of medical office, senior housing, skilled nursing and other healthcare assets. The Santerre Mezzanine loan has a current maturity date of June 9, 2023, subject to the borrower’s right to extend for one year,subject to satisfaction of certain conditions. The Santerre Mezzanine Loan is currently prepayable in whole or in part subject to satisfaction of certain financial and non-financial terms and conditions. Other included investments have contractual maturities in 2024 and 2027. (2) Repaid at par in February 2023. (3) Included in other assets on our Consolidated Balance Sheets. |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of investments in unconsolidated subsidiaries | Below is a summary of our investments in unconsolidated real estate entities as of December 31, 2022 and 2021, respectively (dollars in thousands): Ownership (1) Carrying Amount as of December 31, as of December 31, 2022 2021 2022 2021 Investment in unconsolidated real estate entities: Ventas Life Science & Healthcare Real Estate Fund 21.0% 21.1% $ 263,979 $ 267,475 Pension Fund Joint Venture 22.9% 22.9% 25,028 29,192 Research & Innovation Development Joint Venture 51.0% 51.0% 284,962 221,363 Ventas Investment Management Platform 573,969 518,030 Atrium Health & Wake Forest Joint Venture 48.5% —% 5,403 — All other (2) 34.0%-38.0% 34.0%-50.0% 577 5,435 Total investments in unconsolidated real estate entities $ 579,949 $ 523,465 ______________________________ (1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments, which could result in non pro rata distributions. (2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles (dollars in thousands): As of December 31, 2022 As of December 31, 2021 Balance Weighted Average Balance Weighted Average Intangible assets: Above-market lease intangibles (1) $ 129,038 5.4 $ 129,121 5.9 In-place and other lease intangibles (2) 1,217,152 8.0 1,240,626 7.2 Goodwill 1,044,415 N/A 1,046,140 N/A Other intangibles (2) 34,404 5.6 34,517 6.5 Accumulated amortization (1,061,305) N/A (944,403) N/A Net intangible assets $ 1,363,704 7.8 $ 1,506,001 7.1 Intangible liabilities: Below-market lease intangibles (1) $ 333,672 8.6 $ 334,365 9.7 Other lease intangibles 13,498 N/A 13,608 N/A Accumulated amortization (258,639) N/A (244,975) N/A Purchase option intangibles 3,568 N/A 3,568 N/A Net intangible liabilities $ 92,099 8.6 $ 106,566 9.7 ______________________________ (1) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income. (2) Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following is a summary of the estimated net amortization related to these intangibles for each of the next five years (dollars in thousands): Estimated Net Amortization 2023 $ 108,638 2024 56,615 2025 10,612 2026 6,912 2027 6,071 |
Schedule of Goodwill | The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2022 (dollars in thousands): Goodwill Office operations $ 464,561 Triple-net leased properties 320,372 SHOP 259,482 Total goodwill $ 1,044,415 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of other assets | The following is a summary of our other assets (dollars in thousands): As of December 31, 2022 2021 Straight-line rent receivables $ 187,536 $ 176,877 Non-mortgage loans receivable, net 24,338 19,024 Stock warrants 23,621 48,884 Other intangibles, net 6,393 7,270 Investment in unconsolidated operating entities 95,363 73,602 Other 272,572 239,412 Total other assets $ 609,823 $ 565,069 |
SENIOR NOTES PAYABLE AND OTHE_2
SENIOR NOTES PAYABLE AND OTHER DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of senior notes payable and other debt | The following is a summary of our senior notes payable and other debt (dollars in thousands): As of December 31, 2022 2021 Unsecured revolving credit facility (1)(2) $ 25,230 $ 56,448 Commercial paper notes 403,000 280,000 Unsecured term loan due 2023 — 200,000 2.55% Senior Notes, Series D due 2023 (2) 202,967 217,667 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) 184,515 197,879 2.80% Senior Notes, Series E due 2024 (2) 442,837 474,909 Unsecured term loan due 2025 (2) 369,031 395,757 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 Unsecured term loan due 2027 500,000 — 2.45% Senior Notes, Series G due 2027 (2) 350,579 375,970 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 500,000 500,000 2.50% Senior Notes due 2031 500,000 500,000 3.30% Senior Notes, Series H due 2031 (2) 221,419 237,454 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 2,436,443 2,431,831 Total 12,361,244 12,093,138 Deferred financing costs, net (63,410) (69,925) Unamortized fair value adjustment 23,535 32,888 Unamortized discounts (24,589) (28,557) Senior notes payable and other debt $ 12,296,780 $ 12,027,544 ______________________________ (1) As of December 31, 2022 and 2021, respectively, $3.7 million and $30.9 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $21.5 million and $25.6 million were denominated in British pounds as of December 31, 2022 and 2021, respectively. (2) British Pound and Canadian Dollar debt obligations shown in US Dollars. |
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | As of December 31, 2022, our indebtedness had the following maturities (dollars in thousands): Principal Amount Unsecured Revolving Credit Facility and Commercial Paper Notes (1) Scheduled Periodic Total Maturities 2023 $ 466,792 $ 403,000 $ 45,056 $ 914,848 2024 1,691,862 — 39,657 1,731,519 2025 2,016,471 25,230 34,096 2,075,797 2026 1,049,404 — 27,498 1,076,902 2027 1,328,150 — 26,823 1,354,973 Thereafter 5,076,523 — 130,682 5,207,205 Total maturities $ 11,629,202 $ 428,230 $ 303,812 $ 12,361,244 ______________________________ |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (dollars in thousands): As of December 31, 2022 As of December 31, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Assets: Cash and cash equivalents $ 122,564 $ 122,564 $ 149,725 $ 149,725 Escrow deposits and restricted cash 48,181 48,181 46,872 46,872 Stock warrants (1) 23,621 23,621 48,884 48,884 Secured mortgage loans and other, net 493,669 493,627 488,913 478,931 Non-mortgage loans receivable, net (1) 24,338 23,416 19,024 19,039 Government-sponsored pooled loan investments, net 43,406 43,406 41,213 41,213 Derivative instruments (1) 24,316 24,316 1,128 1,128 Liabilities: Senior notes payable and other debt, gross 12,361,244 11,493,824 12,093,138 12,891,937 Derivative instruments (2) 145 145 12,290 12,290 Redeemable OP Units 162,663 162,663 182,112 182,112 ______________________________ (1) Included in other assets on our Consolidated Balance Sheets. (2) Included in accounts payable and other liabilities on our Consolidated Balance Sheets. |
LONG-TERM COMPENSATION (Tables)
LONG-TERM COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following is a summary of stock option activity in 2022: Shares (000’s) Weighted Average Weighted Intrinsic Outstanding as of December 31, 2021 3,761 $ 61.63 Options granted — — Options exercised (157) 55.50 Options forfeited — — Options expired (30) 55.99 Outstanding as of December 31, 2022 3,574 61.95 3.1 $ — Exercisable as of December 31, 2022 3,574 61.95 3.1 $ — |
Summary of status of nonvested restricted stock and restricted stock units and changes during the year | The following is a summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2022, and changes during the year ended December 31, 2022: Restricted Weighted Restricted Weighted Non-vested at December 31, 2021 448 $ 50.96 1,047 $ 52.84 Granted 43 55.52 449 57.07 Vested (117) 51.15 (457) 57.66 Forfeited (60) 51.14 (48) 68.19 Non-vested at December 31, 2022 314 51.47 991 52.13 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of tax treatment of distributions per common share | Our tax treatment of distributions per common share was as follows: For the Years Ended December 31, 2022 2021 2020 Tax treatment of distributions: Ordinary income $ — $ — $ — Qualified ordinary income 0.04906 0.00330 0.00696 199A qualified business income 1.75094 1.25274 2.14381 Long-term capital gain — 0.16448 0.28450 Unrecaptured Section 1250 gain — 0.37948 0.04973 Non-dividend distribution — — — Distribution reported for 1099-DIV purposes 1.80000 1.80000 2.48500 Add: Dividend declared in current year and taxable in following year 0.45000 0.45000 0.45000 Less: Dividend declared in prior year and taxable in current year (0.45000) (0.45000) (0.79250) Distribution declared per common share outstanding $ 1.80000 $ 1.80000 $ 2.14250 |
Schedule of provision (benefit) for income taxes | Our consolidated expense (benefit) for income taxes was as follows (dollars in thousands): For the Years Ended December 31, 2022 2021 2020 Current - Federal $ (2,257) $ 662 $ 402 Current - State 2,662 2,116 2,107 Deferred - Federal 338 6,431 (56,835) Deferred - State 1,310 72 (35,447) Current - Foreign 3,217 3,439 2,929 Deferred - Foreign (22,196) (7,893) (9,690) Total $ (16,926) $ 4,827 $ (96,534) |
Schedule of reconciliation of income tax expense | A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2022, 2021 and 2020, to the income tax expense and benefit is as follows (dollars in thousands): For the Years Ended December 31, 2022 2021 2020 Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes $ (19,733) $ (34,127) $ 27,132 State income taxes, net of federal benefit (5,411) (8,256) (1,967) Change in valuation allowance from ordinary operations 53,117 59,572 86,359 Tax at statutory rate on earnings not subject to federal income taxes (31,528) (22,869) (53,808) Foreign rate differential and foreign taxes 123 4,405 3,342 Change in tax status of TRS (1,961) 3,485 (150,287) Other differences (11,533) 2,617 (7,305) Income tax (benefit) expense $ (16,926) $ 4,827 $ (96,534) |
Summary of tax effects of temporary differences and carryforwards included in the net deferred tax liabilities | The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows (dollars in thousands): As of December 31, 2022 2021 2020 Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs $ (34,734) $ (58,691) $ (60,494) Operating loss and interest deduction carryforwards 220,891 187,407 124,606 Expense accruals and other 16,723 21,628 10,516 Valuation allowance (227,960) (198,450) (127,279) Net deferred tax liabilities $ (25,080) $ (48,106) $ (52,651) |
Summary of activity related to unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits (dollars in thousands): 2022 2021 Balance as of January 1 $ 6,082 $ 6,057 Additions to tax positions related to prior years 2 29 Subtractions to tax positions related to prior years (256) (4) Balance as of December 31 $ 5,828 $ 6,082 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2022 (dollars in thousands): 2023 $ 21,369 2024 20,305 2025 15,960 2026 15,904 2027 15,198 Thereafter 572,204 Total undiscounted minimum lease payments 660,940 Less: imputed interest (470,500) Operating lease liabilities $ 190,440 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 (in thousands, except per share amounts): For the Years Ended December 31, 2022 2021 2020 Numerator for basic and diluted earnings per share: (Loss) income from continuing operations $ (40,931) $ 56,559 $ 441,185 Net (loss) income (40,931) 56,559 441,185 Net income attributable to noncontrolling interests 6,516 7,551 2,036 Net (loss) income attributable to common stockholders $ (47,447) $ 49,008 $ 439,149 Denominator: Denominator for basic earnings per share—weighted average shares 399,549 382,785 373,368 Effect of dilutive securities: Stock options — 34 — Restricted stock awards 390 365 171 OP unitholder interests 3,515 3,120 2,964 Denominator for diluted earnings per share—adjusted weighted average shares 403,454 386,304 376,503 Basic earnings per share: (Loss) income from continuing operations $ (0.10) $ 0.15 $ 1.18 Net (loss) income attributable to common stockholders (0.12) 0.13 1.18 Diluted earnings per share: (1) (Loss) income from continuing operations $ (0.10) $ 0.15 $ 1.17 Net (loss) income attributable to common stockholders (0.12) 0.13 1.17 ______________________________ (1) Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. |
PERMANENT AND TEMPORARY EQUITY
PERMANENT AND TEMPORARY EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following is a summary of our accumulated other comprehensive loss (dollars in thousands): As of December 31, 2022 2021 Foreign currency translation loss $ (60,364) $ (56,227) Unrealized (loss) gain on available for sale securities — 1,836 Unrealized gain (loss) on derivative instruments 23,564 (10,129) Total accumulated other comprehensive loss $ (36,800) $ (64,520) |
Redeemable OP Unitholder and Noncontrolling Interest | The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2022 (dollars in thousands): Redeemable OP Unitholder Interests Redeemable Noncontrolling Interests Total Redeemable OP Unitholder and Noncontrolling Interests Balance as of December 31, 2021 $ 182,112 $ 98,171 $ 280,283 New issuances — 8,491 8,491 Change in fair value (11,480) (4,675) (16,155) Dispositions — — — Distributions and other (6,276) — (6,276) Redemptions (1,693) — (1,693) Balance as of December 31, 2022 $ 162,663 $ 101,987 $ 264,650 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Summary information by reportable business segment is as follows (dollars in thousands): For the Year Ended December 31, 2022 SHOP Office Triple-Net Non-Segment Total Revenues: Rental income $ — $ 801,159 $ 598,154 $ — $ 1,399,313 Resident fees and services 2,651,886 — — — 2,651,886 Third party capital management revenues — 2,448 — 23,751 26,199 Income from loans and investments — — — 48,160 48,160 Interest and other income — — — 3,635 3,635 Total revenues $ 2,651,886 $ 803,607 $ 598,154 $ 75,546 $ 4,129,193 Total revenues $ 2,651,886 $ 803,607 $ 598,154 $ 75,546 $ 4,129,193 Less: Interest and other income — — — 3,635 3,635 Property-level operating expenses 2,004,420 257,003 15,301 — 2,276,724 Third party capital management expenses — — — 6,194 6,194 NOI $ 647,466 $ 546,604 $ 582,853 $ 65,717 1,842,640 Interest and other income 3,635 Interest expense (467,557) Depreciation and amortization (1,197,798) General, administrative and professional fees (144,874) Loss on extinguishment of debt, net (581) Transaction expenses and deal costs (51,577) Allowance on loans receivable and investments (19,757) Other (58,268) Income from unconsolidated entities 28,500 Gain on real estate dispositions 7,780 Income tax benefit 16,926 Loss from continuing operations (40,931) Net loss (40,931) Net income attributable to noncontrolling interests 6,516 Net loss attributable to common stockholders $ (47,447) For the Year Ended December 31, 2021 SHOP Office Triple-Net Non-Segment Total Revenues: Rental income $ — $ 794,297 $ 653,823 $ — $ 1,448,120 Resident fees and services 2,270,001 — — — 2,270,001 Third party capital management revenues — 8,384 — 11,712 20,096 Income from loans and investments — — — 74,981 74,981 Interest and other income — — — 14,809 14,809 Total revenues $ 2,270,001 $ 802,681 $ 653,823 $ 101,502 $ 3,828,007 Total revenues $ 2,270,001 $ 802,681 $ 653,823 $ 101,502 $ 3,828,007 Less: Interest and other income — — — 14,809 14,809 Property-level operating expenses 1,811,728 257,001 15,335 — 2,084,064 Third party capital management expenses — 1,798 — 2,635 4,433 NOI $ 458,273 $ 543,882 $ 638,488 $ 84,058 1,724,701 Interest and other income 14,809 Interest expense (440,089) Depreciation and amortization (1,197,403) General, administrative and professional fees (129,758) Loss on extinguishment of debt, net (59,299) Transaction expenses and deal costs (47,318) Allowance on loans receivable and investments 9,082 Other (37,110) Income from unconsolidated entities 4,983 Gain on real estate dispositions 218,788 Income tax expense (4,827) Income from continuing operations 56,559 Net income 56,559 Net income attributable to noncontrolling interests 7,551 Net income attributable to common stockholders $ 49,008 For the Year Ended December 31, 2020 SHOP Office Triple-Net Non-Segment Total Revenues: Rental income $ — $ 799,627 $ 695,265 $ — $ 1,494,892 Resident fees and services 2,197,160 — — — 2,197,160 Third party capital management revenues — 8,675 — 6,516 15,191 Income from loans and investments — — — 80,505 80,505 Interest and other income — — — 7,609 7,609 Total revenues $ 2,197,160 $ 808,302 $ 695,265 $ 94,630 $ 3,795,357 Total revenues $ 2,197,160 $ 808,302 $ 695,265 $ 94,630 $ 3,795,357 Less: Interest and other income — — — 7,609 7,609 Property-level operating expenses 1,658,671 256,612 22,160 — 1,937,443 Third party capital management expenses — 2,315 — — 2,315 NOI $ 538,489 $ 549,375 $ 673,105 $ 87,021 1,847,990 Interest and other income 7,609 Interest expense (469,541) Depreciation and amortization (1,109,763) General, administrative and professional fees (130,158) Loss on extinguishment of debt, net (10,791) Transaction expenses and deal costs (29,812) Allowance on loans receivable and investments (24,238) Other (707) Income from unconsolidated entities 1,844 Gain on real estate dispositions 262,218 Income tax benefit 96,534 Income from continuing operations 441,185 Net income 441,185 Net income attributable to noncontrolling interests 2,036 Net income attributable to common stockholders $ 439,149 |
Reconciliation of Assets from Segment to Consolidated | Assets by reportable business segment are as follows (dollars in thousands): As of December 31, Assets: 2022 2021 SHOP $ 12,369,218 51.2 % $ 12,811,611 51.8 % Office operations 6,558,416 27.1 6,341,888 25.7 Triple-net leased properties 4,272,303 17.7 4,578,534 18.5 Non-segment 957,903 4.0 985,753 4.0 Total assets $ 24,157,840 100.0 % $ 24,717,786 100.0 % |
Segment Reporting Information Expenditures for Additions to Long-Lived Assets | Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows (dollars in thousands): For the Years Ended December 31, Capital expenditures: 2022 2021 2020 SHOP $ 423,420 $ 1,463,551 $ 191,891 Office operations 472,662 245,546 372,475 Triple-net leased properties 4,614 92,924 42,930 Total capital expenditures $ 900,696 $ 1,802,021 $ 607,296 |
Long-lived Assets by Geographic Areas | As of December 31, Net real estate property: 2022 2021 United States $ 18,168,224 $ 18,562,738 Canada 2,782,350 3,007,008 United Kingdom 209,876 247,092 Total net real estate property $ 21,160,450 $ 21,816,838 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Geographic information regarding our operations is as follows (dollars in thousands): For the Years Ended December 31, Revenues: 2022 2021 2020 United States $ 3,652,327 $ 3,363,197 $ 3,381,357 Canada 449,091 434,862 389,205 United Kingdom 27,775 29,948 24,795 Total revenues $ 4,129,193 $ 3,828,007 $ 3,795,357 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | 12 Months Ended | ||
Dec. 31, 2022 segment tenant property | Dec. 31, 2021 segment | Dec. 31, 2020 segment | |
Real estate properties | |||
Number of reportable segments | segment | 3 | 3 | 3 |
Number of real estate properties | 1,300 | ||
Office operations | |||
Real estate properties | |||
Number of real estate properties | 376 | ||
Brookdale Senior Living | |||
Real estate properties | |||
Number of real estate properties | 121 | ||
Concentration risk, number of tenants | tenant | 3 | ||
Ardent | |||
Real estate properties | |||
Number of real estate properties | 30 | ||
Kindred | |||
Real estate properties | |||
Number of real estate properties | 29 | ||
Triple-net leased properties | |||
Real estate properties | |||
Number of real estate properties | 326 | ||
Senior Housing | |||
Real estate properties | |||
Number of independent third party managed properties | 553 |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Total Assets | $ 24,157,840 | $ 24,717,786 |
Total Liabilities | 13,671,513 | 13,491,743 |
Variable Interest Entity, Primary Beneficiary | NHP/PMB L.P. | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 741,890 | 749,834 |
Total Liabilities | 252,518 | 251,352 |
Variable Interest Entity, Primary Beneficiary | Other identified VIEs | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 3,657,023 | 3,805,567 |
Total Liabilities | 1,504,113 | 1,552,237 |
Variable Interest Entity, Primary Beneficiary | Tax credit VIEs | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 128,240 | 458,953 |
Total Liabilities | $ 16,767 | $ 103,992 |
ACCOUNTING POLICIES - Redeemabl
ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interests (Details) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | |
Redeemable OP Unitholder Interests [Line Items] | ||
Redeemable OP Unitholder interests | $ | $ 162.7 | $ 182.1 |
NHP/PMB L.P. | ||
Redeemable OP Unitholder Interests [Line Items] | ||
Unit conversion factor for common stock | 0.9051 | |
Capital Unit, Class A | LImited Partner | NHP/PMB L.P. | ||
Redeemable OP Unitholder Interests [Line Items] | ||
Limited partners' units outstanding | 3.9 | |
Capital Unit, Class A | LImited Partner | NHP/PMB L.P. | NHP/PMB L.P. | ||
Redeemable OP Unitholder Interests [Line Items] | ||
Percentage of ownership interest on total units outstanding | 34% | |
Capital Unit, Class B | Redeemable OP Unitholder Interests | NHP/PMB L.P. | ||
Redeemable OP Unitholder Interests [Line Items] | ||
General partner's units outstanding | 7.6 | |
Capital Unit, Class B | Redeemable OP Unitholder Interests | NHP/PMB L.P. | NHP/PMB L.P. | ||
Redeemable OP Unitholder Interests [Line Items] | ||
Percentage of ownership interest on total units outstanding | 66% |
ACCOUNTING POLICIES - Accountin
ACCOUNTING POLICIES - Accounting for Historic and New Markets Tax Credits (Details) | Dec. 31, 2022 property |
Real Estate [Line Items] | |
Number of real estate properties | 1,300 |
Maximum of qualified investment potentially received as new market tax credit | 39% |
Amount of recapture new market tax credits are subject to until the end of the seventh year following the qualified investment | 100% |
Amount of recapture per year historic tax credits are subject to one year after completion of project | 20% |
Real Estate Properties That Qualify For Certain Tax Credits | |
Real Estate [Line Items] | |
Number of real estate properties | 3 |
ACCOUNTING POLICIES - Account_2
ACCOUNTING POLICIES - Accounting for Real Estate Acquisitions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building | |
Business Acquisition [Line Items] | |
Estimated remaining life | 35 years |
ACCOUNTING POLICIES - Deferred
ACCOUNTING POLICIES - Deferred Financing Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Amortization of debt issuance costs | $ 18.2 | $ 19.7 | $ 23 |
ACCOUNTING POLICIES - Fair Valu
ACCOUNTING POLICIES - Fair Value of Financial Instruments (Details) - Mortgage-backed Securities, Issued by Private Enterprises $ in Millions | 12 Months Ended | ||
Jun. 07, 2019 extensionOptions | Dec. 31, 2022 USD ($) extensionOptions | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Allowance | $ 20 | ||
Cash-pay mezzanine loan | 486.1 | $ 486.1 | |
Loan interest income | $ 40 | ||
Term | 5 years | ||
Number of extension options | extensionOptions | 3 | 3 | |
Extension term on mezzanine loan | 1 year | 1 year | 1 year |
Number of extension options exercised | extensionOptions | 2 | ||
London Interbank Offered Rate (LIBOR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Variable rate spread on mezzanine loan | 0.0642 | 0.0642 | |
Santerre Senior Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Principal amount of debt | $ 1,000 | ||
Santerre Senior Loan | Borrower | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Principal amount of debt | $ 1,500 | ||
Santerre Senior Loan | London Interbank Offered Rate (LIBOR) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.84% | ||
Santerre Senior Loan | London Interbank Offered Rate (LIBOR) | Borrower | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.36% |
ACCOUNTING POLICIES - Revenue R
ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Straight-line rent receivables, net | $ 187,536 | $ 176,877 |
ACCOUNTING POLICIES - Segments
ACCOUNTING POLICIES - Segments (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Number of reportable segments | 3 | 3 | 3 |
ACCOUNTING POLICIES - Governmen
ACCOUNTING POLICIES - Government Assistance (Details) - COVID-19 Impact - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Government Grants [Line Items] | |||
HHS Grants Received of Provider Relief Fund | $ 54.2 | $ 15.4 | $ 35.1 |
Other Government Grants Received of Provider Relief Fund | $ 10.5 |
ACCOUNTING POLICIES - COVID-19
ACCOUNTING POLICIES - COVID-19 Assessment (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Net real estate investments | $ 22,277,474,000 | $ 22,870,429,000 | |||
Valuation allowance | $ 127,279,000 | 227,960,000 | 198,450,000 | $ 127,279,000 | |
COVID-19 Impact | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
COVID-19 related charges | $ 0 | $ 0 | |||
Adjustments to rental income | 74,600,000 | ||||
Real estate impairments related to natural disasters | $ 126,500,000 | ||||
Percentage of net real estate properties impaired | 1% | ||||
Credit loss charges | 34,700,000 | ||||
Principal payment on previously reserved loans | 10,500,000 | $ 10,500,000 | |||
Impairment recognized | $ 10,700,000 | 10,700,000 | |||
Valuation allowance | 56,400,000 | 56,400,000 | |||
COVID-19 Impact | Fair Value | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Net real estate investments | $ 239,900,000 | $ 239,900,000 |
CONCENTRATION OF CREDIT RISK -
CONCENTRATION OF CREDIT RISK - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 province state | |
Customer Concentration Risk | |
Concentration Risk [Line Items] | |
Continuing revenues and NOI from properties located in California | 10% |
Customer Concentration Risk | CALIFORNIA | |
Concentration Risk [Line Items] | |
Number of states accounting for more than ten percent of revenues and net operating income | 1 |
Customer Concentration Risk | Total Gross Book Value of Properties | Hospitals, Medical Office Building and other | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 33.70% |
Customer Concentration Risk | Total Gross Book Value of Properties | Triple-net leased properties | Senior Housing | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 12.40% |
Customer Concentration Risk | Total Gross Book Value of Properties | SHOP | Senior Housing | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 53.90% |
Customer Concentration Risk | Total Gross Book Value of Properties | Atria | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 26% |
Customer Concentration Risk | Total Gross Book Value of Properties | Sunrise | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 9.80% |
Customer Concentration Risk | Total Gross Book Value of Properties | Brookdale Senior Living | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 7.80% |
Customer Concentration Risk | Total Gross Book Value of Properties | Ardent | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 5.30% |
Customer Concentration Risk | Total Gross Book Value of Properties | Kindred | |
Concentration Risk [Line Items] | |
Percentage of real estate investments based on gross book value (as a percent) | 0.80% |
Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Number of US states in which entity operates | 47 |
Geographic Concentration Risk | Canada | |
Concentration Risk [Line Items] | |
Number of provinces in which the company operates | province | 7 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK - Triple-Net Leased Properties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Real estate properties | |||
Other noncash expense | $ (52,489) | $ (26,404) | $ 779 |
Brookdale Senior Living | |||
Real estate properties | |||
Other noncash expense | $ (42,600) | $ (42,600) | $ (21,300) |
Customer Concentration Risk | Revenues | Brookdale Senior Living | |||
Real estate properties | |||
Concentration risk | 3.60% | 3.90% | 4.40% |
Customer Concentration Risk | Revenues | Ardent | |||
Real estate properties | |||
Concentration risk | 3.20% | 3.30% | 3.20% |
Customer Concentration Risk | Revenues | Kindred | |||
Real estate properties | |||
Concentration risk | 3.20% | 3.80% | 3.50% |
Customer Concentration Risk | NOI: | Brookdale Senior Living | |||
Real estate properties | |||
Concentration risk | 8.10% | 8.60% | 9% |
Customer Concentration Risk | NOI: | Ardent | |||
Real estate properties | |||
Concentration risk | 7.10% | 7.40% | 6.60% |
Customer Concentration Risk | NOI: | Kindred | |||
Real estate properties | |||
Concentration risk | 7.30% | 7.80% | 7.10% |
CONCENTRATION OF CREDIT RISK _3
CONCENTRATION OF CREDIT RISK - Minimum Rents (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Concentration Risk [Line Items] | |
2023 | $ 1,121,517 |
2024 | 1,070,922 |
2025 | 908,714 |
2026 | 654,955 |
2027 | 560,193 |
Thereafter | 2,439,811 |
Total | 6,756,112 |
Brookdale Senior Living | |
Concentration Risk [Line Items] | |
2023 | 148,901 |
2024 | 148,674 |
2025 | 148,217 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total | 445,792 |
Ardent | |
Concentration Risk [Line Items] | |
2023 | 146,108 |
2024 | 146,108 |
2025 | 146,108 |
2026 | 145,580 |
2027 | 144,524 |
Thereafter | 1,090,603 |
Total | 1,819,031 |
Kindred | |
Concentration Risk [Line Items] | |
2023 | 130,518 |
2024 | 130,518 |
2025 | 60,732 |
2026 | 25,839 |
2027 | 25,839 |
Thereafter | 8,613 |
Total | 382,059 |
Other | |
Concentration Risk [Line Items] | |
2023 | 695,990 |
2024 | 645,622 |
2025 | 553,657 |
2026 | 483,536 |
2027 | 389,830 |
Thereafter | 1,340,595 |
Total | $ 4,109,230 |
CONCENTRATION OF CREDIT RISK _4
CONCENTRATION OF CREDIT RISK - Kindred Lease (Details) | Dec. 31, 2022 renewalOption property |
Concentration Risk [Line Items] | |
Number of real estate properties | 1,300 |
Kindred | |
Concentration Risk [Line Items] | |
Number of real estate properties | 29 |
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | |
Concentration Risk [Line Items] | |
Number of real estate properties | 29 |
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group One | |
Concentration Risk [Line Items] | |
Number of real estate properties | 6 |
Number of renewal extensions | renewalOption | 2 |
Renewal term | 5 years |
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group Two | |
Concentration Risk [Line Items] | |
Number of real estate properties | 23 |
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group Two - Escalated Rent | |
Concentration Risk [Line Items] | |
Number of renewal extensions | renewalOption | 1 |
Renewal term | 5 years |
Kindred | Long-Term Acute Care Facilities | Triple-net leased properties | Renewal Group Two - Greater of Escalated Rent And Fair Market Rent | |
Concentration Risk [Line Items] | |
Number of renewal extensions | renewalOption | 2 |
Renewal term | 5 years |
CONCENTRATION OF CREDIT RISK _5
CONCENTRATION OF CREDIT RISK - Brookdale Transactions (Details) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 31, 2022 USD ($) property $ / shares shares | Dec. 31, 2021 USD ($) | Jul. 31, 2020 USD ($) senior_housing $ / shares shares |
Concentration Risk [Line Items] | |||
Cash and cash equivalents | $ 122,564 | $ 149,725 | |
Non-mortgage loans receivable, net | 24,338 | 19,024 | |
Stock warrants | $ 23,621 | 48,884 | |
Annual escalators percentage | 3% | ||
Number of real estate properties | property | 1,300 | ||
Secured/mortgage loans and other, net | |||
Concentration Risk [Line Items] | |||
repayment of loan | $ 513,669 | $ 488,913 | |
Brookdale Senior Living | |||
Concentration Risk [Line Items] | |||
Cash and cash equivalents | $ 162,000 | ||
Non-mortgage loans receivable, net | 45,000 | ||
Stock warrants | $ 28,000 | ||
Shares of common stock (in shares) | shares | 16.3 | 16.3 | |
Exercise price (usd per share) | $ / shares | $ 3 | $ 3 | |
Brookdale Senior Living | Secured/mortgage loans and other, net | |||
Concentration Risk [Line Items] | |||
repayment of loan | $ 78,000 | ||
Brookdale Senior Living | Collateral Pledged | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | senior_housing | 5 | ||
Brookdale Senior Living | Transfer Of Lease Deposit To Cash | |||
Concentration Risk [Line Items] | |||
Cash and cash equivalents | $ 47,000 | ||
Brookdale Senior Living | Up-front Payment Arrangement | |||
Concentration Risk [Line Items] | |||
Up-front consideration | $ 235,000 |
CONCENTRATION OF CREDIT RISK _6
CONCENTRATION OF CREDIT RISK - Holiday Transaction (Details) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2020 USD ($) senior_housing | Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | |||
Number of real estate properties | property | 1,300 | ||
Cash and cash equivalents | $ 122,564 | $ 149,725 | |
Secured/mortgage loans and other, net | |||
Concentration Risk [Line Items] | |||
repayment of loan | $ 513,669 | $ 488,913 | |
Holiday Management Company Member | |||
Concentration Risk [Line Items] | |||
Number of real estate properties | senior_housing | 26 | ||
Triple-net leased rental income | $ 50,200 | ||
Cash and notes received | 99,800 | ||
Write-off of accumulated straight-line receivable | 49,600 | ||
Holiday Management Company Member | Secured/mortgage loans and other, net | |||
Concentration Risk [Line Items] | |||
repayment of loan | 66,000 | ||
Holiday Management Company Member | Transfer Of Lease Deposit To Cash | |||
Concentration Risk [Line Items] | |||
Cash and cash equivalents | $ 33,800 |
CONCENTRATION OF CREDIT RISK _7
CONCENTRATION OF CREDIT RISK - Senior Housing Operating Portfolio (Details) - property | Dec. 31, 2022 | Jul. 30, 2021 |
Concentration Risk [Line Items] | ||
Number of real estate properties | 1,300 | |
Consolidated Seniors Housing Communities | ||
Concentration Risk [Line Items] | ||
Number of independent third party managed properties | 544 | |
Atria and Sunrise | Senior Housing | ||
Concentration Risk [Line Items] | ||
Number of independent third party managed properties | 334 | |
Holiday Retirement [Member] | Senior Living Communities, Operations to be Transitioned | ||
Concentration Risk [Line Items] | ||
Number of independent third party managed properties | 91 | 26 |
Atria | Senior Housing | ||
Concentration Risk [Line Items] | ||
Number of independent third party managed properties | 242 | |
Experienced Operators | Senior Living Communities, Operations to be Transitioned | ||
Concentration Risk [Line Items] | ||
Number of real estate properties | 90 | |
Sunrise | Senior Living Communities, Operations to be Transitioned | ||
Concentration Risk [Line Items] | ||
Number of independent third party managed properties | 92 |
ACQUISITION OF REAL ESTATE PR_2
ACQUISITION OF REAL ESTATE PROPERTY - 2022 Acquisitions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) property | |
Business Acquisition [Line Items] | |
Value of assets acquired | $ | $ 453.2 |
Medical Office Buildings | |
Business Acquisition [Line Items] | |
Number of real estate properties acquired | 18 |
Behavioral Health Center | |
Business Acquisition [Line Items] | |
Number of real estate properties acquired | 1 |
Research And Innovation Center | |
Business Acquisition [Line Items] | |
Number of real estate properties acquired | 1 |
Senior Housing Community | |
Business Acquisition [Line Items] | |
Number of real estate properties acquired | 2 |
ACQUISITION OF REAL ESTATE PR_3
ACQUISITION OF REAL ESTATE PROPERTY - 2021 Acquisitions (Details) $ in Millions | 12 Months Ended | ||
Sep. 21, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) property | |
Business Acquisition [Line Items] | |||
Value of assets acquired | $ 453.2 | ||
New Senior Investment Group Inc. Acquisition | |||
Business Acquisition [Line Items] | |||
Payments for asset acquisitions | $ 2,300 | ||
Value of assets acquired | $ 2,400 | ||
Number of shares issued in transaction (in shares) | shares | 13,300,000 | ||
Number of shares issued for each acquiree share | shares | 0.1561 | ||
Mortgage debt assumed in transaction | $ 482.5 | ||
Cash paid for transaction at closing | $ 1,100 | ||
New Senior Investment Group Inc. Acquisition | SHOP | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | property | 102 | ||
New Senior Investment Group Inc. Acquisition | Triple-net leased properties | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | property | 1 | ||
Canadian Senior Housing Community And Behavior Health Center Acquisition | |||
Business Acquisition [Line Items] | |||
Value of assets acquired | $ 240.7 | ||
Number of real estate properties acquired | property | 6 |
ACQUISITION OF REAL ESTATE PR_4
ACQUISITION OF REAL ESTATE PROPERTY - 2020 Acquisitions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) property | |
Business Acquisition [Line Items] | |||
Number of real estate properties | 1,300 | ||
Payments to acquire real estate | $ | $ 446,628 | $ 1,369,052 | $ 78,648 |
2020 Acquisitions | |||
Business Acquisition [Line Items] | |||
Payments to acquire real estate | $ | $ 249,500 | ||
Office operations | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 376 | ||
Office operations | Research and Innovation Center | |||
Business Acquisition [Line Items] | |||
Number of real estate properties acquired | 2 | ||
SHOP | 2020 Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 7 | ||
Triple-net leased properties | LTAC | 2020 Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 1 |
ACQUISITION OF REAL ESTATE PR_5
ACQUISITION OF REAL ESTATE PROPERTY - 2023 Acquisitions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Value of assets acquired | $ 453.2 |
DISPOSITIONS AND IMPAIRMENTS -
DISPOSITIONS AND IMPAIRMENTS - 2022 Dispositions Activity (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) property | Dec. 31, 2020 USD ($) property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 1,300 | ||
Proceeds from real estate disposals | $ | $ 112,926 | $ 840,438 | $ 1,044,357 |
Gain on real estate dispositions | $ | 262,200 | ||
Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from real estate disposals | $ | 115,100 | 859,700 | |
Gain on real estate dispositions | $ | $ 7,800 | $ 218,800 | $ 23,400 |
Seniors Housing Communities | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 7 | ||
Medical Office Buildings | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 2 | 34 | 4 |
Triple-net leased properties | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 326 | ||
Triple-net leased properties | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 3 | 8 | 22 |
Land | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 1 | ||
Building | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 1 |
DISPOSITIONS AND IMPAIRMENTS _2
DISPOSITIONS AND IMPAIRMENTS - 2021 Dispositions Activity (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) property | Dec. 31, 2020 USD ($) property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 1,300 | ||
Proceeds from real estate disposals | $ | $ 112,926 | $ 840,438 | $ 1,044,357 |
Gain on real estate dispositions | $ | 262,200 | ||
Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from real estate disposals | $ | 115,100 | 859,700 | |
Gain on real estate dispositions | $ | $ 7,800 | $ 218,800 | $ 23,400 |
Medical Office Buildings | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 2 | 34 | 4 |
Triple-net leased properties | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 326 | ||
Triple-net leased properties | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 3 | 8 | 22 |
SHOP | Dispositions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of real estate properties | 23 | 4 |
DISPOSITIONS AND IMPAIRMENTS _3
DISPOSITIONS AND IMPAIRMENTS - 2020 Dispositions Activity (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2020 USD ($) | Mar. 31, 2020 USD ($) property | Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) property | Dec. 31, 2020 USD ($) property senior_housing | Oct. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on real estate dispositions | $ 262,200 | |||||
Number of real estate properties | property | 1,300 | |||||
Proceeds from real estate disposals | $ 112,926 | $ 840,438 | 1,044,357 | |||
The Fund | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on real estate dispositions | $ 225,100 | |||||
Proceeds from real estate disposals | $ 620,000 | |||||
Ownership interests | 21% | |||||
Research and Innovation Center | GIC JV Project | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on real estate dispositions | $ 13,700 | |||||
Ownership interests | 50% | |||||
Research and Innovation Center | GIC JV Project | R&I JV | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Ownership interest | 45% | |||||
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 | 326 | |||||
Dispositions | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on real estate dispositions | $ 7,800 | 218,800 | $ 23,400 | |||
Proceeds from real estate disposals | $ 115,100 | $ 859,700 | ||||
land parcels sold | senior_housing | 1 | |||||
Proceeds from sale of real estate | $ 249,600 | |||||
Dispositions | The Fund | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties | property | 6 | |||||
Dispositions | The Fund | Same Campus | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties | property | 2 | |||||
Dispositions | Medical Office Buildings | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties | property | 2 | 34 | 4 | |||
Dispositions | SHOP | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of real estate properties | property | 23 | 4 | ||||
Dispositions | 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 | 3 | 8 | 22 |
DISPOSITIONS AND IMPAIRMENTS _4
DISPOSITIONS AND IMPAIRMENTS - Assets Held For Sale and Impairment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) property | Dec. 31, 2021 USD ($) property | Dec. 31, 2020 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets Held for Sale | $ 44,893 | $ 28,399 | |
Liabilities Held for Sale | 6,492 | 10,850 | |
SHOP | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets Held for Sale | 44,852 | 24,964 | |
Liabilities Held for Sale | 5,675 | 9,321 | |
Office operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets Held for Sale | 41 | 3,435 | |
Liabilities Held for Sale | 817 | 1,529 | |
Triple-net leased properties | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets Held for Sale | 0 | 0 | |
Liabilities Held for Sale | $ 0 | $ 0 | |
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 Properties Held for Sale | property | 3 | 4 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | SHOP | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of Properties Held for Sale | property | 3 | 2 | |
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 Properties Held for Sale | property | 0 | 2 | |
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 Properties Held for Sale | property | 0 | 0 | |
Depreciation and amortization | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real estate impairments related to natural disasters | $ 107,800 | $ 219,400 | $ 153,800 |
LOANS RECEIVABLE AND INVESTME_3
LOANS RECEIVABLE AND INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loans Receivable And Investments [Abstract] | ||
Net loans receivable and investments relating to properties | $ 561,413 | $ 549,150 |
LOANS RECEIVABLE AND INVESTME_4
LOANS RECEIVABLE AND INVESTMENTS - Schedule of Loans Receivable and Investments (Details) $ in Thousands | 12 Months Ended | ||
Jun. 07, 2019 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance | $ (24,621) | $ (5,394) | |
Non-mortgage loans receivable, net | 24,338 | 19,024 | |
Secured loans, unsecured loans, and other available-for-sale securities, amortized cost | 586,034 | 552,707 | |
Secured loans, unsecured loans, and other available-for-sale securities, unrealized gain | 0 | 1,836 | |
Total loans receivable and investments, net | 561,413 | 549,150 | |
Secured loans, unsecured loans, and other available-for-sale securities, fair value | 560,449 | 539,183 | |
Non-mortgage loans receivable, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance | (4,621) | (5,394) | |
Non-mortgage loans receivable, amortized cost | 28,959 | 24,418 | |
Non-mortgage loans receivable, net, unrealized gain | 0 | 0 | |
Non-mortgage loans receivable, net | 24,338 | 19,024 | |
Non-mortgage loans receivable, fair value | 23,416 | 19,039 | |
Secured/mortgage loans and other, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Held-to-maturity securities, amortized cost | 513,669 | 488,913 | |
Allowance | (20,000) | 0 | |
Held-to-maturity securities, unrealized gain | 0 | 0 | |
Held-to-maturity securities, carrying amount | 493,669 | ||
Held-to-maturity securities, fair value | 493,627 | 478,931 | |
Government-sponsored pooled loan investments, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance | 0 | 0 | |
Available-for-sale securities, amortized cost | 43,406 | 39,376 | |
Available-for-sale securities, unrealized gain (loss) | 0 | 1,836 | |
Available-for-sale securities | 43,406 | 41,213 | |
Total investments reported as secured loans receivable and investments, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance | (20,000) | 0 | |
Available-for-sale securities, unrealized gain (loss) | 0 | 1,836 | |
Debt securities, available-for-sale and held-to-maturity, amortized cost | 557,075 | 528,289 | |
Debt securities, available-for-sale and held-to-maturity, carrying amount | 537,075 | 530,126 | |
Debt securities, available-for-sale and held-to-maturity, fair value | 537,033 | 520,144 | |
Mortgage-backed Securities, Issued by Private Enterprises | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Cash-pay mezzanine loan | $ 486,100 | $ 486,100 | |
Extension term on mezzanine loan | 1 year | 1 year | 1 year |
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR) | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Variable rate spread on mezzanine loan | 0.0642 | 0.0642 |
LOANS RECEIVABLE AND INVESTME_5
LOANS RECEIVABLE AND INVESTMENTS - 2022 Activity (Details) $ in Millions | 12 Months Ended | ||
Jun. 07, 2019 extensionOptions | Dec. 31, 2022 USD ($) extensionOptions | Dec. 31, 2021 USD ($) | |
Mortgage-backed Securities, Issued by Private Enterprises | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance | $ 20 | ||
Cash-pay mezzanine loan | $ 486.1 | $ 486.1 | |
Term | 5 years | ||
Number of extension options | extensionOptions | 3 | 3 | |
Extension term on mezzanine loan | 1 year | 1 year | 1 year |
Number of extension options exercised | extensionOptions | 2 | ||
Mortgage-backed Securities, Issued by Private Enterprises | Santerre Senior Loan | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amount of debt | $ 1,000 | ||
Mortgage-backed Securities, Issued by Private Enterprises | Santerre Senior Loan | Borrower | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amount of debt | $ 1,500 | ||
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR) | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Variable rate spread on mezzanine loan | 0.0642 | 0.0642 | |
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR) | Santerre Senior Loan | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.84% | ||
Mortgage-backed Securities, Issued by Private Enterprises | London Interbank Offered Rate (LIBOR) | Santerre Senior Loan | Borrower | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.36% | ||
Secured Debt Financing | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amount of debt | $ 29.1 | ||
Secured Debt Financing | Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Term | 2 years | ||
Secured Debt Financing | Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Term | 5 years | ||
Secured Debt Financing | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.75% | ||
Secured Debt Financing | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, basis spread on variable rate | 5% |
LOANS RECEIVABLE AND INVESTME_6
LOANS RECEIVABLE AND INVESTMENTS - 2021 Activity (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Unrealized (loss) gain on available for sale securities | $ 1,836 | $ 0 | |||||
Full Repayments on Loans Receivable | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Proceeds from collection of loans receivable | $ 16,500 | ||||||
Gain on redemption | 1,000 | ||||||
Unrealized (loss) gain on available for sale securities | $ 1,200 | ||||||
Weighted average interest rate | 8.30% | ||||||
Government-sponsored pooled loan investments, net | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Reversal of allowance | $ 8,800 | ||||||
Government-sponsored pooled loan investments, net | Full Repayments on Loans Receivable | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Proceeds from collection of loans receivable | $ 19,200 | ||||||
Non-mortgage loans receivable, net | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Reversal of allowance | $ 11,900 | ||||||
Brookdale Senior Living | Non-mortgage loans receivable, net | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Proceeds in full repayment of notes | $ 45,000 | ||||||
Holiday Management Company | Secured/mortgage loans and other, net | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Proceeds in full repayment of notes | $ 66,000 | ||||||
Ardent | Full Repayments on Loans Receivable | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Proceeds from collection of loans receivable | $ 224,000 | ||||||
Debt securities, effective interest rate | 9.75% | ||||||
Percentage of principal amount of notes | 1.07313 | ||||||
Gain on redemption | $ 16,600 | ||||||
Unrealized gain related to securities included in AOCI | $ 23,000 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED ENTITIES - Schedule of Investments in Unconsolidated Subsidiaries (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 |
Equity method investments | |||
Carrying Amount | $ 579,949 | $ 523,465 | |
Ventas Life Science & Healthcare Real Estate Fund | |||
Equity method investments | |||
Ownership interests | 21% | ||
Unconsolidated Properties | Ventas Life Science & Healthcare Real Estate Fund | |||
Equity method investments | |||
Ownership interests | 21% | 21.10% | |
Carrying Amount | $ 263,979 | $ 267,475 | |
Unconsolidated Properties | Pension Fund Joint Venture | |||
Equity method investments | |||
Ownership interests | 22.90% | 22.90% | |
Carrying Amount | $ 25,028 | $ 29,192 | |
Unconsolidated Properties | Research & Innovation Development Joint Venture | |||
Equity method investments | |||
Ownership interests | 51% | 51% | |
Carrying Amount | $ 284,962 | $ 221,363 | |
Unconsolidated Properties | Ventas Investment Management Platform | |||
Equity method investments | |||
Carrying Amount | $ 573,969 | $ 518,030 | |
Unconsolidated Properties | Atrium Health & Wake Forest Joint Venture | |||
Equity method investments | |||
Ownership interests | 48.50% | 0% | |
Carrying Amount | $ 5,403 | $ 0 | |
Unconsolidated Properties | All other | |||
Equity method investments | |||
Carrying Amount | $ 577 | $ 5,435 | |
Unconsolidated Properties | All other | Minimum | |||
Equity method investments | |||
Ownership interests | 34% | 34% | |
Unconsolidated Properties | All other | Maximum | |||
Equity method investments | |||
Ownership interests | 38% | 50% |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED ENTITIES - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) board_member | Jun. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) board_member | Dec. 31, 2022 USD ($) board_member | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Equity method investments | ||||||
Income recognized | $ 28,500 | $ 4,973 | $ 1,832 | |||
COVID-19 Impact | ||||||
Equity method investments | ||||||
Impairment recognized | $ 10,700 | 10,700 | ||||
Atria | ||||||
Equity method investments | ||||||
Ownership interests | 34% | 34% | 34% | |||
Number of board of directors members appointed | board_member | 2 | 2 | 2 | |||
Non-cash gain on sale | $ 26,100 | |||||
Income recognized | $ 11,700 | |||||
Ardent | ||||||
Equity method investments | ||||||
Ownership interests | 9.80% | 9.80% | 9.80% | |||
Number of board of directors members appointed | board_member | 1 | 1 | 1 | |||
Glennis Combined SaaS Company | ||||||
Equity method investments | ||||||
Ownership interests | 10% | 10% | 10% | |||
Ventas Fund | ||||||
Equity method investments | ||||||
Revenue from contracts with customers | $ 9,900 | |||||
Management Service | ||||||
Equity method investments | ||||||
Revenue from contracts with customers | $ 14,500 | $ 12,400 | $ 6,700 |
INTANGIBLES - Summary of Intang
INTANGIBLES - Summary of Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible assets: | |||
Acquired lease intangibles | $ 1,346,190 | $ 1,369,747 | |
Goodwill | 1,044,415 | 1,046,140 | |
Accumulated amortization | (1,061,305) | (944,403) | |
Net intangible assets | $ 1,363,704 | $ 1,506,001 | |
Weighted Average Remaining Amortization Period in Years | 7 years 9 months 18 days | 7 years 1 month 6 days | |
Intangible liabilities: | |||
Below-market lease intangibles | $ 333,672 | $ 334,365 | |
Other lease intangibles | 13,498 | 13,608 | |
Accumulated amortization | (258,639) | (244,975) | |
Purchase option intangibles | 3,568 | 3,568 | |
Net intangible liabilities | $ 92,099 | $ 106,566 | |
Below market leases, remaining weighted average amortization period | 8 years 7 months 6 days | 9 years 8 months 12 days | |
Net intangible liabilities, remaining weighted average amortization period | 8 years 7 months 6 days | 9 years 8 months 12 days | |
Intangibles | |||
Net amortization expense | $ 102,400 | $ 29,300 | $ 45,700 |
2023 | 108,638 | ||
2024 | 56,615 | ||
2025 | 10,612 | ||
2026 | 6,912 | ||
2027 | 6,071 | ||
Above-market lease intangibles | |||
Intangible assets: | |||
Acquired lease intangibles | $ 129,038 | $ 129,121 | |
Weighted Average Remaining Amortization Period in Years | 5 years 4 months 24 days | 5 years 10 months 24 days | |
In-place and other lease intangibles | |||
Intangible assets: | |||
Acquired lease intangibles | $ 1,217,152 | $ 1,240,626 | |
Weighted Average Remaining Amortization Period in Years | 8 years | 7 years 2 months 12 days | |
Other intangibles | |||
Intangible assets: | |||
Other intangibles | $ 34,404 | $ 34,517 | |
Weighted Average Remaining Amortization Period in Years | 5 years 7 months 6 days | 6 years 6 months |
INTANGIBLES - Goodwill (Details
INTANGIBLES - Goodwill (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill [Line Items] | |
Goodwill | $ 1,044,415 |
Office operations | |
Goodwill [Line Items] | |
Goodwill | 464,561 |
Triple-net leased properties | |
Goodwill [Line Items] | |
Goodwill | 320,372 |
SHOP | |
Goodwill [Line Items] | |
Goodwill | $ 259,482 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2020 |
Other Assets Disclosure [Line Item] | |||
Straight-line rent receivables | $ 187,536 | $ 176,877 | |
Non-mortgage loans receivable, net | 24,338 | 19,024 | |
Stock warrants | 23,621 | 48,884 | |
Other intangibles, net | 6,393 | 7,270 | |
Investment in unconsolidated operating entities | 95,363 | 73,602 | |
Other | 272,572 | 239,412 | |
Total other assets | $ 609,823 | $ 565,069 | |
Brookdale Senior Living | |||
Other Assets Disclosure [Line Item] | |||
Non-mortgage loans receivable, net | $ 45,000 | ||
Stock warrants | $ 28,000 | ||
Shares of common stock (in shares) | 16.3 | 16.3 | |
Exercise price (usd per share) | $ 3 | $ 3 |
SENIOR NOTES PAYABLE AND OTHE_3
SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of Senior Notes Payable and Other Debt (Details) $ in Thousands, $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | ||||
Commercial paper notes | $ 403,000 | $ 280,000 | ||
Long-term debt, gross | 12,361,244 | 12,093,138 | ||
Deferred financing costs, net | (63,410) | (69,925) | ||
Unamortized fair value adjustment | 23,535 | 32,888 | ||
Unamortized discounts | (24,589) | (28,557) | ||
Senior notes payable and other debt | 12,296,780 | 12,027,544 | ||
Unsecured revolving credit facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, amount outstanding | 25,230 | 56,448 | ||
Long-term debt, gross | 25,200 | |||
Unsecured term loan due 2023 | ||||
Debt Instrument [Line Items] | ||||
Unsecured debt | 0 | $ 200,000 | 200,000 | |
2.55% Senior Notes, Series D due 2023 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 202,967 | 217,667 | ||
3.50% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 400,000 | 400,000 | ||
3.75% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 400,000 | 400,000 | ||
4.125% Senior Notes, Series B due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 184,515 | 197,879 | ||
2.80% Senior Notes, Series E due 2024 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 442,837 | 474,909 | ||
Unsecured Term Loan due 2025 | ||||
Debt Instrument [Line Items] | ||||
Unsecured debt | 369,031 | $ 500 | 395,757 | |
3.50% Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 600,000 | 600,000 | ||
2.65% Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 450,000 | 450,000 | ||
4.125% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 500,000 | 500,000 | ||
3.25% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 450,000 | 450,000 | ||
Unsecured term loan due 2027 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 500,000 | 0 | ||
Unsecured debt | $ 500,000 | |||
2.45% Senior Notes, Series G Due 2027 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 350,579 | 375,970 | ||
3.85% Senior Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 400,000 | 400,000 | ||
4.00% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 650,000 | 650,000 | ||
4.40% Senior Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 750,000 | 750,000 | ||
3.00% Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 650,000 | 650,000 | ||
4.75% Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 500,000 | 500,000 | ||
2.50% Senior Notes due 2031 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 500,000 | 500,000 | ||
2.50% Senior Notes, Series H Due 2031 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 221,419 | 237,454 | ||
6.90% Senior Notes due 2037 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 52,400 | 52,400 | ||
6.59% Senior Notes due 2038 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 22,823 | 22,823 | ||
5.70% Senior Notes due 2043 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 300,000 | 300,000 | ||
4.375% Senior Notes due 2045 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 300,000 | 300,000 | ||
4.875% Senior Notes due 2049 | ||||
Debt Instrument [Line Items] | ||||
Senior notes | 300,000 | 300,000 | ||
Mortgage loans and other | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,436,443 | 2,431,831 | ||
6.59% Senior Notes due 2038 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.59% | 6.59% | ||
6.90% Senior Notes due 2037 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.90% | 6.90% | ||
Borrowings originally denominated in CAD | Unsecured revolving credit facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 3,700 | 30,900 | ||
Borrowings originally denominated in GBP | Unsecured revolving credit facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 21,500 | $ 25,600 |
SENIOR NOTES PAYABLE AND OTHE_4
SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities and Unsecured Term Loans (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Dec. 31, 2022 USD ($) period | Dec. 31, 2022 CAD ($) | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 12,361,244,000 | $ 12,093,138,000 | ||||
Commercial paper program capacity | 1,000,000,000 | |||||
Commercial paper notes | 403,000,000 | 280,000,000 | ||||
Unsecured Term Loan due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Unsecured debt | $ 369,031,000 | $ 500 | 395,757,000 | |||
Unsecured Term Loan due 2025 | Canadian Dollar Offered Rate (CDOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.90% | |||||
Unsecured term loan due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Unsecured debt | $ 0 | $ 200,000,000 | $ 200,000,000 | |||
Unsecured term loan due 2023 | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.90% | |||||
Unsecured term loan due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Unsecured debt | 500,000,000 | |||||
Accordion feature | $ 1,250,000,000 | |||||
Unsecured term loan due 2027 | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.95% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 15,400,000 | |||||
Revolving Credit Facility | Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 2,750,000,000 | |||||
Additional periods | period | 2 | |||||
Additional period term | 6 months | |||||
Accordion feature of debt | $ 3,750,000,000 | |||||
Line of credit facility, remaining borrowing capacity | 2,700,000,000 | |||||
Long-term debt, gross | $ 25,200,000 | |||||
Revolving Credit Facility | Unsecured Debt | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.825% | |||||
Letter of Credit | Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 |
SENIOR NOTES PAYABLE AND OTHE_5
SENIOR NOTES PAYABLE AND OTHER DEBT - Senior Notes (Details) - Dec. 31, 2022 - Senior Notes $ in Millions, $ in Billions | USD ($) | CAD ($) |
Ventas Realty Limited Partnership | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 7,200 | |
Nationwide Health Properties, LLC | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 75.2 | |
Ventas Canada Finance Limited | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 1.9 |
SENIOR NOTES PAYABLE AND OTHE_6
SENIOR NOTES PAYABLE AND OTHER DEBT - Mortgages (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Sep. 21, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) senior_housing loan property | Dec. 31, 2021 USD ($) | Sep. 30, 2021 CAD ($) | |
Debt Instrument [Line Items] | |||||
Weighted average maturity period of mortgage loans | 4 years 6 months | ||||
Unamortized fair value adjustment | $ 23,535 | $ 32,888 | |||
Minimum percentage of total unencumbered assets as a percentage of unsecured debt required to be maintained (as a percent) | 150% | ||||
New Senior Investment Group Inc. Acquisition | |||||
Debt Instrument [Line Items] | |||||
Mortgage debt assumed in transaction | $ 482,500 | ||||
Mortgage Loans and Other | |||||
Debt Instrument [Line Items] | |||||
Number of mortgage loans | loan | 113 | ||||
Principal amount of debt | $ 2,400,000 | ||||
Number of properties securing debt | property | 105 | ||||
Number of mortgage loans with fixed interest rate | senior_housing | 98 | ||||
Mortgage loans with fixed interest rate | $ 2,000,000 | ||||
Number of mortgage loans with variable interest rate | senior_housing | 15 | ||||
Mortgage loans with variable interest rate | $ 400,500 | ||||
Repayments of debt | $ 600 | $ 284,700 | |||
Mortgage Loans and Other | New Senior Investment Group Inc. Acquisition | |||||
Debt Instrument [Line Items] | |||||
Unamortized fair value adjustment | $ 25.4 | ||||
Mortgage Loans and Other | New Senior Investment Group Inc. Acquisition | |||||
Debt Instrument [Line Items] | |||||
Mortgage debt assumed in transaction | $ 482,500 | ||||
Mortgage Loans and Other | Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Weighted interest rate | 3.70% | ||||
Mortgage Loans and Other | Variable Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Weighted interest rate | 5.10% | ||||
Mortgage Loans and Other | Minimum | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, percentage bearing fixed interest | 0% | ||||
Long-term debt, percentage bearing variable interest | 3.63% | ||||
Mortgage Loans and Other | Maximum | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, percentage bearing fixed interest | 13.01% | ||||
Long-term debt, percentage bearing variable interest | 6.85% |
SENIOR NOTES PAYABLE AND OTHE_7
SENIOR NOTES PAYABLE AND OTHER DEBT - Scheduled Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2023 | $ 914,848 | |
2024 | 1,731,519 | |
2025 | 2,075,797 | |
2026 | 1,076,902 | |
2027 | 1,354,973 | |
Thereafter | 5,207,205 | |
Total maturities | 12,361,244 | $ 12,093,138 |
Unrestricted cash and cash equivalents | 122,564 | $ 149,725 |
Unsecured Revolving Credit Facility and Commercial Paper | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2023 | 403,000 | |
2024 | 0 | |
2025 | 25,230 | |
2026 | 0 | |
Thereafter | 0 | |
Line of credit facility, remaining borrowing capacity | 305,700 | |
Principal Amount Due at Maturity | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2023 | 466,792 | |
2024 | 1,691,862 | |
2025 | 2,016,471 | |
2026 | 1,049,404 | |
2027 | 1,328,150 | |
Thereafter | 5,076,523 | |
Total maturities | 11,629,202 | |
Unsecured Revolving Credit Facility | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2027 | 0 | |
Total maturities | 428,230 | |
Scheduled Periodic Amortization | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2023 | 45,056 | |
2024 | 39,657 | |
2025 | 34,096 | |
2026 | 27,498 | |
2027 | 26,823 | |
Thereafter | 130,682 | |
Total maturities | $ 303,812 |
SENIOR NOTES PAYABLE AND OTHE_8
SENIOR NOTES PAYABLE AND OTHER DEBT - Derivatives and Hedging (Details) - Dec. 31, 2022 - Swap $ in Millions, $ in Millions | USD ($) | CAD ($) |
Variable Rate Debt | ||
Derivative [Line Items] | ||
Variable rate debt amount | $ 1,500 | |
Derivative, Notional Amount | 144.2 | |
Fixed Rate Debt | ||
Derivative [Line Items] | ||
Variable rate debt amount | 10,900 | |
Derivative, Notional Amount | $ 338 | $ 267.8 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and cash equivalents | $ 122,564 | $ 149,725 |
Stock warrants | 23,621 | 48,884 |
Non-mortgage loans receivable, net | 24,338 | 19,024 |
Liabilities: | ||
Senior notes payable and other debt, gross, carrying amount | 12,361,244 | 12,093,138 |
Redeemable OP Units, fair value | 162,700 | 182,100 |
Non-mortgage loans receivable, net | ||
Assets: | ||
Non-mortgage loans receivable, net | 24,338 | 19,024 |
Non-mortgage loans receivable, fair value | 23,416 | 19,039 |
Secured/mortgage loans and other, net | ||
Assets: | ||
Held-to-maturity securities, amortized cost | 513,669 | 488,913 |
Held-to-maturity securities, fair value | 493,627 | 478,931 |
Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Government-sponsored pooled loan investments, net | 43,406 | 41,213 |
Carrying Amount | ||
Assets: | ||
Cash and cash equivalents | 122,564 | 149,725 |
Escrow deposits and restricted cash | 48,181 | 46,872 |
Derivative instruments | 24,316 | 1,128 |
Liabilities: | ||
Senior notes payable and other debt, gross, carrying amount | 12,361,244 | 12,093,138 |
Derivative instruments | 145 | 12,290 |
Redeemable OP Units, carrying amount | 162,663 | 182,112 |
Carrying Amount | Non-mortgage loans receivable, net | ||
Assets: | ||
Non-mortgage loans receivable, net | 24,338 | 19,024 |
Carrying Amount | Secured/mortgage loans and other, net | ||
Assets: | ||
Held-to-maturity securities, amortized cost | 493,669 | 488,913 |
Carrying Amount | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Government-sponsored pooled loan investments, net | 43,406 | 41,213 |
Fair Value | ||
Assets: | ||
Cash and Cash Equivalents, Fair Value Disclosure | 122,564 | 149,725 |
Escrow deposits and restricted cash | 48,181 | 46,872 |
Stock warrants | 23,621 | 48,884 |
Derivative instruments | 24,316 | 1,128 |
Liabilities: | ||
Senior notes payable and other debt, gross, fair value | 11,493,824 | 12,891,937 |
Derivative instruments | 145 | 12,290 |
Redeemable OP Units, fair value | 162,663 | 182,112 |
Fair Value | Non-mortgage loans receivable, net | ||
Assets: | ||
Non-mortgage loans receivable, fair value | 23,416 | 19,039 |
Fair Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Held-to-maturity securities, fair value | 493,627 | 478,931 |
Fair Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Government-sponsored pooled loan investments, net | $ 43,406 | $ 41,213 |
LONG-TERM COMPENSATION (Details
LONG-TERM COMPENSATION (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Sep. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of share-based compensation plans covering employees, officers and directors | plan | 2 | |||
Expiration period of stock options | 10 years | |||
Stock Option, Intrinsic Value | ||||
Proceeds from stock option exercises | $ | $ 8,691,000 | $ 8,169,000 | $ 15,103,000 | |
Employee Benefit Plan | ||||
Maximum 401(K) plan contribution by employer as a percent of employee's salary | 3.50% | |||
Aggregate employer 401(K) plan contribution during the period | $ | $ 1,600,000 | $ 1,500,000 | 1,600,000 | |
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future issuance (in shares) | 2,800,000 | |||
Number of shares authorized for issuance (in shares) | 3,000,000 | |||
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Number of shares purchased (in shares) | 200,000 | |||
Employee Stock | Director | ||||
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Discount related to the Employee Stock Purchase Plan | 95% | |||
Employee Stock | Employee | ||||
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Discount related to the Employee Stock Purchase Plan | 90% | |||
Stock Options | ||||
Stock Option, Shares | ||||
Outstanding at the beginning of the period (in shares) | 3,761,000 | |||
Granted (in shares) | 0 | |||
Options exercised (in shares) | (157,000) | |||
Options forfeited (in shares) | 0 | |||
Options exercised (in shares) | (30,000) | |||
Outstanding at the end of the period (in shares) | 3,574,000 | 3,761,000 | ||
Exercisable at the end of the period (in shares) | 3,574,000 | |||
Stock Option, Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 61.63 | |||
Options granted (in dollars per share) | $ / shares | 0 | |||
Options exercised (in dollars per share) | $ / shares | 55.99 | |||
Options exercised (in dollars per share) | $ / shares | 55.50 | |||
Options forfeited (in dollars per share) | $ / shares | 0 | |||
Outstanding at the end of the period (in dollars per share) | $ / shares | 61.95 | $ 61.63 | ||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 61.95 | |||
Stock Option, Weighted Average Remaining Contractual Life (years) | ||||
Outstanding at the end of the period (in years) | 3 years 1 month 6 days | |||
Exercisable at the end of the period (in years) | 3 years 1 month 6 days | |||
Stock Option, Intrinsic Value | ||||
Outstanding at the end of the period | $ | $ 0 | |||
Exercisable at the end of the period | $ | 0 | |||
Proceeds from stock option exercises | $ | 8,700,000 | $ 9,000,000 | 5,100,000 | |
Intrinsic value for options exercised | $ | 700,000 | 1,500,000 | 1,300,000 | |
Deferred income tax expense (benefit) | $ | 0 | |||
Stock Options | General and administrative expenses | ||||
Stock Option, Intrinsic Value | ||||
Compensation cost | $ | 0 | 0 | 0 | |
Restricted Stock or Restricted Stock Units | ||||
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Unrecognized compensation cost related to nonvested awards | $ | $ 21,800,000 | |||
Weighted average period over which cost is recognized | 1 year 6 months | |||
Intrinsic value for options vested during period | $ | $ 29,600,000 | 23,400,000 | 19,800,000 | |
Restricted Stock or Restricted Stock Units | General and administrative expenses | ||||
Stock Option, Intrinsic Value | ||||
Compensation cost | $ | $ 30,700,000 | $ 31,900,000 | $ 21,400,000 | |
Restricted Stock | ||||
Nonvested Restricted Stock and Restricted Stock Units, Shares | ||||
Nonvested at the beginning of the period (in shares) | 448,000 | |||
Granted (in shares) | 43,000 | |||
Vested (in shares) | (117,000) | |||
Forfeited (in shares) | (60,000) | |||
Nonvested at the end of the period (in shares) | 314,000 | 448,000 | ||
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 50.96 | |||
Granted (in dollars per share) | $ / shares | 55.52 | |||
Vested (in dollars per share) | $ / shares | 51.15 | |||
Forfeited (in dollars per share) | $ / shares | 51.14 | |||
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 51.47 | $ 50.96 | ||
Restricted Stock Units | ||||
Nonvested Restricted Stock and Restricted Stock Units, Shares | ||||
Nonvested at the beginning of the period (in shares) | 1,047,000 | |||
Granted (in shares) | 449,000 | |||
Vested (in shares) | (457,000) | |||
Forfeited (in shares) | (48,000) | |||
Nonvested at the end of the period (in shares) | 991,000 | 1,047,000 | ||
Nonvested Restricted Stock and Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ / shares | $ 52.84 | |||
Granted (in dollars per share) | $ / shares | 57.07 | |||
Vested (in dollars per share) | $ / shares | 57.66 | |||
Forfeited (in dollars per share) | $ / shares | 68.19 | |||
Nonvested at the end of the period (in dollars per share) | $ / shares | $ 52.13 | $ 52.84 | ||
Minimum | Restricted Stock or Restricted Stock Units | Director | ||||
Stock Option, Intrinsic Value | ||||
Vesting period | 2 years | |||
Maximum | Restricted Stock or Restricted Stock Units | Employee | ||||
Stock Option, Intrinsic Value | ||||
Vesting period | 3 years | |||
2006 Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future issuance (in shares) | 0 | |||
2012 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future issuance (in shares) | 0 | |||
Number of shares authorized for issuance (in shares) | 10,700,000 | |||
2022 Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for future issuance (in shares) | 11,400,000 | |||
Number of shares authorized for issuance (in shares) | 11,400,000 | |||
Executive Deferred Stock Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of share-based compensation plans for executive officers | plan | 1 | |||
Number of shares available for future issuance (in shares) | 0 | |||
Number of shares authorized for issuance (in shares) | 600,000 | |||
Nonemployee Directors' Deferred Stock Compensation Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of share-based compensation plans for directors | plan | 1 | |||
Number of shares available for future issuance (in shares) | 400,000 | |||
Number of shares authorized for issuance (in shares) | 600,000 |
INCOME TAXES - Tax Treatment of
INCOME TAXES - Tax Treatment of Distributions and Consolidated Benefit for Income Taxes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax treatment of distributions: | |||
Ordinary income (in dollars per share) | $ 0 | $ 0 | $ 0 |
Qualified ordinary income (in dollars per share) | 0.04906 | 0.00330 | 0.00696 |
199A qualified business income (in dollars per share) | 1.75094 | 1.25274 | 2.14381 |
Long-term capital gain (in dollars per share) | 0 | 0.16448 | 0.28450 |
Unrecaptured Section 1250 gain (in dollars per share) | 0 | 0.37948 | 0.04973 |
Net-dividend distribution (in dollars per share) | 0 | 0 | 0 |
Distribution reported for 1099-DIV purposes (in dollars per share) | 1.80000 | 1.80000 | 2.48500 |
Add: Dividend declared in current year and taxable in following year (in dollars per share) | 0.45000 | 0.45000 | 0.45000 |
Less: Dividend declared in prior year and taxable in current year (in dollars per share) | (0.45000) | (0.45000) | (0.79250) |
Dividends declared per common share (in dollars per share) | $ 1.80000 | $ 1.80000 | $ 2.14250 |
Provision (benefit) for income taxes | |||
Current - Federal | $ (2,257) | $ 662 | $ 402 |
Current - State | 2,662 | 2,116 | 2,107 |
Deferred - Federal | 338 | 6,431 | (56,835) |
Deferred - State | 1,310 | 72 | (35,447) |
Current - Foreign | 3,217 | 3,439 | 2,929 |
Deferred - Foreign | (22,196) | (7,893) | (9,690) |
Income tax benefit (expense) | $ (16,926) | $ 4,827 | $ (96,534) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
REIT distribution requirement (as a percent) | 90% | 90% | 90% |
Increase (decrease) in net deferred tax liability | $ 23,000,000 | $ 4,500,000 | $ 100,700,000 |
Period in which assets disposition subject to built in gains tax | 5 years | ||
Difference in bases for entity not subject to income taxes | $ 3,000,000,000 | 3,300,000,000 | |
Unrecognized Tax Benefits | 5,828,000 | 6,082,000 | 6,057,000 |
Unrecognized tax benefits that, if recognized, would reduce annual effective tax rate | 5,000,000 | 5,300,000 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
Operating Losses at Certain REIT Subsidiaries | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense (benefit) | 7,500,000 | ||
Increase (decrease) in net deferred tax liability | 7,500,000 | ||
Net Operating Losses More Likely Than Not To Be Realized | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense (benefit) | 95,900,000 | ||
Internal Restructuring, Taxable REIT Subsidiaries | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense (benefit) | 11,900,000 | 3,500,000 | |
Increase (decrease) in net deferred tax liability | 11,900,000 | 3,500,000 | |
Deferred Tax Liabilities, Revaluation | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense (benefit) | 3,300,000 | ||
Increase (decrease) in net deferred tax liability | 3,300,000 | ||
Release Of Residual Tax Effect, Marketable Debt Securities | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred tax expense (benefit) | 3,700,000 | ||
Increase (decrease) in net deferred tax liability | 3,700,000 | ||
Valuation Allowance Against Other Deferred Tax Assets | |||
Operating Loss Carryforwards [Line Items] | |||
Increase (decrease) in net deferred tax liability | 54,400,000 | ||
Taxable Reit Subsidiaries | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, valuation allowance | 171,000,000 | 140,600,000 | 83,200,000 |
REIT | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, valuation allowance | 1,100,000,000 | $ 1,100,000,000 | $ 896,400,000 |
Tax credit carryforward | $ 10,800,000 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of income tax expense computed by applying federal corporate tax rate | |||
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes | $ (19,733) | $ (34,127) | $ 27,132 |
State income taxes, net of federal benefit | (5,411) | (8,256) | (1,967) |
Change in valuation allowance from ordinary operations | 53,117 | 59,572 | 86,359 |
Tax at statutory rate on earnings not subject to federal income taxes | (31,528) | (22,869) | (53,808) |
Foreign rate differential and foreign taxes | 123 | 4,405 | 3,342 |
Change in tax status of TRS | (1,961) | 3,485 | (150,287) |
Other differences | (11,533) | 2,617 | (7,305) |
Income tax benefit (expense) | $ (16,926) | $ 4,827 | $ (96,534) |
INCOME TAXES - Tax Effects of T
INCOME TAXES - Tax Effects of Temporary Differences and Carryforwards Included in Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs | $ (34,734) | $ (58,691) | $ (60,494) |
Operating loss and interest deduction carryforwards | 220,891 | 187,407 | 124,606 |
Expense accruals and other | 16,723 | 21,628 | 10,516 |
Valuation allowance | (227,960) | (198,450) | (127,279) |
Net deferred tax liabilities | $ (25,080) | $ (48,106) | $ (52,651) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of activities related to unrecognized tax benefits | ||
Balance at the beginning of the period | $ 6,082 | $ 6,057 |
Additions to tax positions related to prior years | 2 | 29 |
Subtractions to tax positions related to prior years | (256) | (4) |
Balance at the end of the period | $ 5,828 | $ 6,082 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average discount rate of leases | 7.33% | ||
Remaining lease term | 36 years | ||
Cash paid for leases | $ 24,000 | $ 25,100 | $ 25,400 |
Future minimum lease obligations under non-cancelable operating and ground leases | |||
2023 | 21,369 | ||
2024 | 20,305 | ||
2025 | 15,960 | ||
2026 | 15,904 | ||
2027 | 15,198 | ||
Thereafter | 572,204 | ||
Total undiscounted minimum lease payments | 660,940 | ||
Less: imputed interest | (470,500) | ||
Operating lease liabilities | 190,440 | 197,234 | |
General and administrative expenses | |||
Lease expense | $ 31,900 | $ 31,900 | $ 32,100 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator for basic and diluted earnings per share: | ||||||
(Loss) income from continuing operations | $ (40,931) | $ 56,559 | $ 441,185 | |||
Net (loss) income | (40,931) | 56,559 | 441,185 | |||
Net income attributable to noncontrolling interests | 6,516 | 7,551 | 2,036 | |||
Net (loss) income attributable to common stockholders | $ (47,447) | $ 49,008 | $ 439,149 | |||
Denominator: | ||||||
Denominator for basic earnings per share - weighted average shares (in shares) | 399,549 | 382,785 | 373,368 | |||
Stock options (in shares) | 0 | 34 | 0 | |||
Restricted stock awards (in shares) | 390 | 365 | 171 | |||
OP unitholder interests (in shares) | 3,515 | 3,120 | 2,964 | |||
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 403,454 | 386,304 | 376,503 | |||
Basic earnings per share: | ||||||
(Loss) income from continuing operations (USD per share) | $ (0.10) | $ 0.15 | $ 1.18 | |||
Net (loss) income attributable to common stockholders (USD per share) | (0.12) | 0.13 | 1.18 | |||
Diluted earnings per share: | ||||||
(Loss) income from continuing operations (USD per share) | [1] | (0.10) | 0.15 | 1.17 | ||
Net (loss) income attributable to common stockholders (USD per share) | [1] | $ (0.12) | $ 0.13 | $ 1.17 | ||
Anti-dilutive options outstanding (in shares) | 3,600 | 3,100 | 4,000 | |||
[1]Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. |
PERMANENT AND TEMPORARY EQUIT_2
PERMANENT AND TEMPORARY EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 21, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||||
Acquisition-related activity | $ 751,200 | $ 751,248 | |||
Common stock outstanding percentage of beneficial ownership acquired threshold for excess shares | 9% | ||||
Preferred stock outstanding percentage of beneficial ownership acquired threshold for excess shares | 9.90% | ||||
Maximum deferral payment period of purchase price for excess shares | 5 years | ||||
Number of excess shares held by trustee | 0 | ||||
New Senior Investment Group Inc. Acquisition | |||||
Temporary Equity [Line Items] | |||||
Number of shares issued in transaction (in shares) | 13,300,000 | ||||
At The Market Equity Offering Program | |||||
Temporary Equity [Line Items] | |||||
Equity offering program, authorized offering amount | $ 1,000,000 | ||||
Stock issued during period, shares, new issues, equity offering program (in shares) | 0 | 10,900,000 | 1,500,000 | ||
Gross proceeds | $ 626,400 | $ 66,600 | |||
Average gross price (USD per share) | $ 57.71 | $ 44.88 |
PERMANENT AND TEMPORARY EQUIT_3
PERMANENT AND TEMPORARY EQUITY - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Foreign currency translation loss | $ (60,364) | $ (56,227) |
Unrealized (loss) gain on available for sale securities | 0 | 1,836 |
Unrealized gain (loss) on derivative instruments | 23,564 | (10,129) |
Accumulated other comprehensive loss | $ (36,800) | $ (64,520) |
PERMANENT AND TEMPORARY EQUIT_4
PERMANENT AND TEMPORARY EQUITY - Redeemable OP Unitholder and Noncontrolling Interest (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
December 31, 2021 | $ 280,283 |
New issuances | 8,491 |
Change in fair value | (16,155) |
Dispositions | 0 |
Distributions and other | (6,276) |
Redemptions | (1,693) |
December 31, 2022 | 264,650 |
Redeemable Noncontrolling Interests | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
December 31, 2021 | 98,171 |
New issuances | 8,491 |
Change in fair value | (4,675) |
Dispositions | 0 |
Distributions and other | 0 |
Redemptions | 0 |
December 31, 2022 | 101,987 |
Redeemable OP Unitholder Interests | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
December 31, 2021 | 182,112 |
New issuances | 0 |
Change in fair value | (11,480) |
Dispositions | 0 |
Distributions and other | (6,276) |
Redemptions | (1,693) |
December 31, 2022 | $ 162,663 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) board_member property | Dec. 31, 2021 USD ($) property | Dec. 31, 2020 USD ($) | Jan. 31, 2018 | |
Related party transaction | ||||
Number of real estate properties | property | 1,300 | |||
Seniors Housing Communities | Dispositions | ||||
Related party transaction | ||||
Number of real estate properties | property | 7 | |||
Eclipse Senior Living (ESL) | Seniors Housing Communities | Dispositions | ||||
Related party transaction | ||||
Number of real estate properties | property | 90 | 90 | ||
Ardent | Triple-net leased properties | ||||
Related party transaction | ||||
Number of real estate properties | property | 11 | |||
Ardent | Medical Office Buildings | ||||
Related party transaction | ||||
Number of real estate properties | property | 19 | |||
Atria | ||||
Related party transaction | ||||
Ownership interests | 34% | |||
Number of board members appointed | board_member | 2 | |||
Ardent | ||||
Related party transaction | ||||
Ownership interests | 9.80% | |||
Number of board members appointed | board_member | 1 | |||
Eclipse Senior Living (ESL) | ||||
Related party transaction | ||||
Ownership interests | 34% | |||
Number of board members appointed | board_member | 2 | |||
Atria | ||||
Related party transaction | ||||
Related party fees | $ 61.5 | $ 50.8 | $ 54.1 | |
Atria | Sale Or Transition Of Senior Housing Communities Operated By Related Party | ||||
Related party transaction | ||||
Related party fees | 6.1 | 20.3 | 1.1 | |
Ardent | Triple-net leased properties | ||||
Related party transaction | ||||
Revenue from related parties | 130.5 | 127.2 | 122.6 | |
Ardent | Medical Office Buildings | ||||
Related party transaction | ||||
Revenue from related parties | 12.1 | |||
Eclipse Senior Living (ESL) | ||||
Related party transaction | ||||
Related party fees | $ 0 | 11.8 | 15.1 | |
Eclipse Senior Living (ESL) | Transition Of Operations At Senior Housing Communities | ||||
Related party transaction | ||||
Related party fees | $ 24 | $ 5.2 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 segment | Dec. 31, 2020 segment | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 3 | 3 | 3 |
Intersegment activity | $ | $ 0 |
SEGMENT INFORMATION - Income St
SEGMENT INFORMATION - Income Statement by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Rental income | $ 1,399,313 | $ 1,448,120 | $ 1,494,892 |
Interest and other income | 3,635 | 14,809 | 7,609 |
Total revenues | 4,129,193 | 3,828,007 | 3,795,357 |
Less: | |||
Interest and other income | 3,635 | 14,809 | 7,609 |
Property-level operating expenses | 2,276,724 | 2,084,064 | 1,937,443 |
Third party capital management expenses | 6,194 | 4,433 | 2,315 |
NOI | 1,842,640 | 1,724,701 | 1,847,990 |
Interest expense | (467,557) | (440,089) | (469,541) |
Depreciation and amortization | (1,197,798) | (1,197,403) | (1,109,763) |
General, administrative and professional fees | (144,874) | (129,758) | (130,158) |
Loss on extinguishment of debt, net | (581) | (59,299) | (10,791) |
Transaction expenses and deal costs | (51,577) | (47,318) | (29,812) |
Allowance on loans receivable and investments | (19,757) | 9,082 | (24,238) |
Other | 58,268 | 37,110 | 707 |
Income from unconsolidated entities | 28,500 | 4,983 | 1,844 |
Gain on real estate dispositions | 7,780 | 218,788 | 262,218 |
Income tax benefit (expense) | 16,926 | (4,827) | 96,534 |
Income from continuing operations | (40,931) | 56,559 | 441,185 |
Net (loss) income | (40,931) | 56,559 | 441,185 |
Other comprehensive (loss) income | 6,516 | 7,551 | 2,036 |
Net loss | (47,447) | 49,008 | 439,149 |
Income from loans and investments | 48,160 | 74,981 | 80,505 |
Other | 58,268 | 37,110 | 707 |
Income from loans and investments | 48,160 | 74,981 | 80,505 |
Resident fees and services | |||
Revenues | |||
Revenue from contracts with customers | 2,651,886 | 2,270,001 | 2,197,160 |
Third party capital management revenues | |||
Revenues | |||
Revenue from contracts with customers | 26,199 | 20,096 | 15,191 |
Operating Segments | SHOP | |||
Revenues | |||
Rental income | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 |
Total revenues | 2,651,886 | 2,270,001 | 2,197,160 |
Less: | |||
Interest and other income | 0 | 0 | 0 |
Property-level operating expenses | 2,004,420 | 1,811,728 | 1,658,671 |
Third party capital management expenses | 0 | 0 | 0 |
NOI | 647,466 | 458,273 | 538,489 |
Income from loans and investments | 0 | 0 | 0 |
Income from loans and investments | 0 | 0 | 0 |
Operating Segments | SHOP | Resident fees and services | |||
Revenues | |||
Revenue from contracts with customers | 2,651,886 | 2,270,001 | 2,197,160 |
Operating Segments | SHOP | Third party capital management revenues | |||
Revenues | |||
Revenue from contracts with customers | 0 | 0 | 0 |
Operating Segments | Office operations | |||
Revenues | |||
Rental income | 801,159 | 794,297 | 799,627 |
Interest and other income | 0 | 0 | 0 |
Total revenues | 803,607 | 802,681 | 808,302 |
Less: | |||
Interest and other income | 0 | 0 | 0 |
Property-level operating expenses | 257,003 | 257,001 | 256,612 |
Third party capital management expenses | 0 | 1,798 | 2,315 |
NOI | 546,604 | 543,882 | 549,375 |
Income from loans and investments | 0 | 0 | 0 |
Income from loans and investments | 0 | 0 | 0 |
Operating Segments | Office operations | Resident fees and services | |||
Revenues | |||
Revenue from contracts with customers | 0 | 0 | 0 |
Operating Segments | Office operations | Third party capital management revenues | |||
Revenues | |||
Revenue from contracts with customers | 2,448 | 8,384 | 8,675 |
Operating Segments | Triple-net leased properties | |||
Revenues | |||
Rental income | 598,154 | 653,823 | 695,265 |
Interest and other income | 0 | 0 | 0 |
Total revenues | 598,154 | 653,823 | 695,265 |
Less: | |||
Interest and other income | 0 | 0 | 0 |
Property-level operating expenses | 15,301 | 15,335 | 22,160 |
Third party capital management expenses | 0 | 0 | 0 |
NOI | 582,853 | 638,488 | 673,105 |
Income from loans and investments | 0 | 0 | 0 |
Income from loans and investments | 0 | 0 | 0 |
Operating Segments | Triple-net leased properties | Resident fees and services | |||
Revenues | |||
Revenue from contracts with customers | 0 | 0 | 0 |
Operating Segments | Triple-net leased properties | Third party capital management revenues | |||
Revenues | |||
Revenue from contracts with customers | 0 | 0 | 0 |
Non-Segment | |||
Revenues | |||
Rental income | 0 | 0 | 0 |
Interest and other income | 3,635 | 14,809 | 7,609 |
Total revenues | 75,546 | 101,502 | 94,630 |
Less: | |||
Interest and other income | 3,635 | 14,809 | 7,609 |
Property-level operating expenses | 0 | 0 | 0 |
Third party capital management expenses | 6,194 | 2,635 | 0 |
NOI | 65,717 | 84,058 | 87,021 |
Income from loans and investments | 48,160 | 74,981 | 80,505 |
Income from loans and investments | 48,160 | 74,981 | 80,505 |
Non-Segment | Resident fees and services | |||
Revenues | |||
Revenue from contracts with customers | 0 | 0 | 0 |
Non-Segment | Third party capital management revenues | |||
Revenues | |||
Revenue from contracts with customers | $ 23,751 | $ 11,712 | $ 6,516 |
SEGMENT INFORMATION - Assets (D
SEGMENT INFORMATION - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets | $ 24,157,840 | $ 24,717,786 |
Percentage of total assets | 100% | 100% |
Operating Segments | SHOP | ||
Assets | ||
Total assets | $ 12,369,218 | $ 12,811,611 |
Percentage of total assets | 51.20% | 51.80% |
Operating Segments | Office operations | ||
Assets | ||
Total assets | $ 6,558,416 | $ 6,341,888 |
Percentage of total assets | 27.10% | 25.70% |
Operating Segments | Triple-net leased properties | ||
Assets | ||
Total assets | $ 4,272,303 | $ 4,578,534 |
Percentage of total assets | 17.70% | 18.50% |
Non-Segment | ||
Assets | ||
Total assets | $ 957,903 | $ 985,753 |
Percentage of total assets | 4% | 4% |
SEGMENT INFORMATION - Capital E
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | |||
Total capital expenditures | $ 900,696 | $ 1,802,021 | $ 607,296 |
Operating Segments | SHOP | |||
Segment Reporting Information | |||
Total capital expenditures | 423,420 | 1,463,551 | 191,891 |
Operating Segments | Office operations | |||
Segment Reporting Information | |||
Total capital expenditures | 472,662 | 245,546 | 372,475 |
Operating Segments | Triple-net leased properties | |||
Segment Reporting Information | |||
Total capital expenditures | $ 4,614 | $ 92,924 | $ 42,930 |
SEGMENT INFORMATION - Geographi
SEGMENT INFORMATION - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenues | $ 4,129,193 | $ 3,828,007 | $ 3,795,357 |
Net real estate property: | |||
Total net real estate property | 21,160,450 | 21,816,838 | |
United States | |||
Revenues: | |||
Total revenues | 3,652,327 | 3,363,197 | 3,381,357 |
Net real estate property: | |||
Total net real estate property | 18,168,224 | 18,562,738 | |
Canada | |||
Revenues: | |||
Total revenues | 449,091 | 434,862 | 389,205 |
Net real estate property: | |||
Total net real estate property | 2,782,350 | 3,007,008 | |
United Kingdom | |||
Revenues: | |||
Total revenues | 27,775 | 29,948 | $ 24,795 |
Net real estate property: | |||
Total net real estate property | $ 209,876 | $ 247,092 |
SCHEDULE III REAL ESTATE AND _2
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying cost: | |||
Balance at beginning of period | $ 28,479,870 | $ 26,850,442 | $ 27,133,514 |
Additions during period: | |||
Acquisitions | 460,959 | 2,413,570 | 249,290 |
Capital expenditures | 443,710 | 423,752 | 485,479 |
Deductions during period: | |||
Foreign currency translation | (350,188) | 17,030 | 80,302 |
Other | (265,942) | (1,224,924) | (1,098,143) |
Balance at end of period | 28,768,409 | 28,479,870 | 26,850,442 |
Accumulated depreciation: | |||
Balance at beginning of period | 7,433,480 | 6,967,413 | 6,200,230 |
Additions during period: | |||
Depreciation expense | 907,134 | 865,627 | 809,067 |
Dispositions: | |||
Sales and/or transfers to assets held for sale | (72,047) | (401,208) | (82,559) |
Foreign currency translation | (37,407) | 1,648 | 40,675 |
Balance at end of period | $ 8,231,160 | $ 7,433,480 | $ 6,967,413 |
SCHEDULE III REAL ESTATE AND _3
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Real Estate and Accumulated Depreciation | ||||
Encumbrances | $ 2,434,097 | |||
Initial Cost to Company | ||||
Land and Improvements | 2,433,472 | |||
Buildings and Improvements | 24,448,493 | |||
Costs Capitalized Subsequent to Acquisition | 1,886,444 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 2,437,905 | |||
Buildings and Improvements | 26,330,504 | |||
Total | 28,768,409 | $ 28,479,870 | $ 26,850,442 | $ 27,133,514 |
Accumulated Depreciation | 8,231,160 | $ 7,433,480 | $ 6,967,413 | $ 6,200,230 |
NBV | 20,537,249 | |||
UNITED STATES PROPERTIES | Senior Housing | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 782,907 | |||
Initial Cost to Company | ||||
Land and Improvements | 1,422,630 | |||
Buildings and Improvements | 13,408,538 | |||
Costs Capitalized Subsequent to Acquisition | 1,215,105 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 1,461,388 | |||
Buildings and Improvements | 14,584,885 | |||
Total | 16,046,273 | |||
Accumulated Depreciation | 5,050,274 | |||
NBV | 10,995,999 | |||
UNITED STATES PROPERTIES | Senior Housing | Atria Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 519,795 | |||
Initial Cost to Company | ||||
Land and Improvements | 620,020 | |||
Buildings and Improvements | 5,562,067 | |||
Costs Capitalized Subsequent to Acquisition | 620,708 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 646,063 | |||
Buildings and Improvements | 6,156,732 | |||
Total | 6,802,795 | |||
Accumulated Depreciation | 1,798,095 | |||
NBV | 5,004,700 | |||
UNITED STATES PROPERTIES | Senior Housing | Brookdale Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 48,040 | |||
Initial Cost to Company | ||||
Land and Improvements | 191,164 | |||
Buildings and Improvements | 2,026,833 | |||
Costs Capitalized Subsequent to Acquisition | 142,934 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 191,398 | |||
Buildings and Improvements | 2,169,533 | |||
Total | 2,360,931 | |||
Accumulated Depreciation | 955,838 | |||
NBV | 1,405,093 | |||
UNITED STATES PROPERTIES | Senior Housing | Sunrise Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 198,915 | |||
Buildings and Improvements | 2,113,355 | |||
Costs Capitalized Subsequent to Acquisition | 213,682 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 211,200 | |||
Buildings and Improvements | 2,314,752 | |||
Total | 2,525,952 | |||
Accumulated Depreciation | 1,054,266 | |||
NBV | 1,471,686 | |||
UNITED STATES PROPERTIES | Senior Housing | Sinceri Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 57,120 | |||
Buildings and Improvements | 590,981 | |||
Costs Capitalized Subsequent to Acquisition | 47,177 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 56,028 | |||
Buildings and Improvements | 639,250 | |||
Total | 695,278 | |||
Accumulated Depreciation | 242,250 | |||
NBV | 453,028 | |||
UNITED STATES PROPERTIES | Senior Housing | Priority Life Care Properties | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 25,356 | |||
Buildings and Improvements | 279,159 | |||
Costs Capitalized Subsequent to Acquisition | 36,906 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 26,232 | |||
Buildings and Improvements | 315,189 | |||
Total | 341,421 | |||
Accumulated Depreciation | 124,292 | |||
NBV | 217,129 | |||
UNITED STATES PROPERTIES | Senior Housing | Koelsch Senior Communities | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 74,556 | |||
Initial Cost to Company | ||||
Land and Improvements | 27,721 | |||
Buildings and Improvements | 292,414 | |||
Costs Capitalized Subsequent to Acquisition | 13,285 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 28,131 | |||
Buildings and Improvements | 305,289 | |||
Total | 333,420 | |||
Accumulated Depreciation | 65,045 | |||
NBV | 268,375 | |||
UNITED STATES PROPERTIES | Senior Housing | Discovery Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 23,308 | |||
Buildings and Improvements | 268,214 | |||
Costs Capitalized Subsequent to Acquisition | 32,331 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 24,229 | |||
Buildings and Improvements | 299,624 | |||
Total | 323,853 | |||
Accumulated Depreciation | 103,856 | |||
NBV | 219,997 | |||
UNITED STATES PROPERTIES | Senior Housing | Sodalis Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 21,451 | |||
Buildings and Improvements | 208,224 | |||
Costs Capitalized Subsequent to Acquisition | 2,518 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 21,630 | |||
Buildings and Improvements | 210,563 | |||
Total | 232,193 | |||
Accumulated Depreciation | 84,743 | |||
NBV | 147,450 | |||
UNITED STATES PROPERTIES | Senior Housing | Matthews Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 11,470 | |||
Buildings and Improvements | 25,011 | |||
Costs Capitalized Subsequent to Acquisition | (15,253) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 8,906 | |||
Buildings and Improvements | 12,322 | |||
Total | 21,228 | |||
Accumulated Depreciation | 9,683 | |||
NBV | 11,545 | |||
UNITED STATES PROPERTIES | Senior Housing | American House | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 6,593 | |||
Buildings and Improvements | 146,157 | |||
Costs Capitalized Subsequent to Acquisition | 16,564 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 7,680 | |||
Buildings and Improvements | 161,634 | |||
Total | 169,314 | |||
Accumulated Depreciation | 61,208 | |||
NBV | 108,106 | |||
UNITED STATES PROPERTIES | Senior Housing | Azura Memory Care | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 6,361 | |||
Buildings and Improvements | 53,002 | |||
Costs Capitalized Subsequent to Acquisition | 10,850 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 7,200 | |||
Buildings and Improvements | 63,013 | |||
Total | 70,213 | |||
Accumulated Depreciation | 20,726 | |||
NBV | 49,487 | |||
UNITED STATES PROPERTIES | Senior Housing | Milestone Retirement Communities | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 17,956 | |||
Buildings and Improvements | 188,500 | |||
Costs Capitalized Subsequent to Acquisition | 2,832 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 17,956 | |||
Buildings and Improvements | 191,332 | |||
Total | 209,288 | |||
Accumulated Depreciation | 53,592 | |||
NBV | 155,696 | |||
UNITED STATES PROPERTIES | Senior Housing | Avamere Family of Companies | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 20,407 | |||
Buildings and Improvements | 113,192 | |||
Costs Capitalized Subsequent to Acquisition | 6,609 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 20,653 | |||
Buildings and Improvements | 119,555 | |||
Total | 140,208 | |||
Accumulated Depreciation | 42,209 | |||
NBV | 97,999 | |||
UNITED STATES PROPERTIES | Senior Housing | Hawthorn Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 57,383 | |||
Initial Cost to Company | ||||
Land and Improvements | 35,668 | |||
Buildings and Improvements | 220,099 | |||
Costs Capitalized Subsequent to Acquisition | 8,126 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 35,718 | |||
Buildings and Improvements | 228,175 | |||
Total | 263,893 | |||
Accumulated Depreciation | 12,737 | |||
NBV | 251,156 | |||
UNITED STATES PROPERTIES | Senior Housing | Meridian Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 17,977 | |||
Buildings and Improvements | 77,599 | |||
Costs Capitalized Subsequent to Acquisition | 1,416 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 17,977 | |||
Buildings and Improvements | 79,015 | |||
Total | 96,992 | |||
Accumulated Depreciation | 28,491 | |||
NBV | 68,501 | |||
UNITED STATES PROPERTIES | Senior Housing | Ridgeline Management Company | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 11,405 | |||
Buildings and Improvements | 94,242 | |||
Costs Capitalized Subsequent to Acquisition | 3,219 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 11,405 | |||
Buildings and Improvements | 97,461 | |||
Total | 108,866 | |||
Accumulated Depreciation | 29,630 | |||
NBV | 79,236 | |||
UNITED STATES PROPERTIES | Senior Housing | Sonida Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 14,080 | |||
Buildings and Improvements | 118,512 | |||
Costs Capitalized Subsequent to Acquisition | 25,991 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 14,462 | |||
Buildings and Improvements | 144,121 | |||
Total | 158,583 | |||
Accumulated Depreciation | 59,673 | |||
NBV | 98,910 | |||
UNITED STATES PROPERTIES | Senior Housing | Other Senior Housing Operators | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 83,133 | |||
Initial Cost to Company | ||||
Land and Improvements | 115,658 | |||
Buildings and Improvements | 1,030,904 | |||
Costs Capitalized Subsequent to Acquisition | 45,210 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 114,520 | |||
Buildings and Improvements | 1,077,252 | |||
Total | 1,191,772 | |||
Accumulated Depreciation | 303,940 | |||
NBV | 887,832 | |||
UNITED STATES PROPERTIES | Senior Housing | Other Senior Housing CIP | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 0 | |||
Buildings and Improvements | 73 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 0 | |||
Buildings and Improvements | 73 | |||
Total | 73 | |||
Accumulated Depreciation | 0 | |||
NBV | 73 | |||
UNITED STATES PROPERTIES | Medical Office | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 276,947 | |||
Initial Cost to Company | ||||
Land and Improvements | 342,501 | |||
Buildings and Improvements | 4,092,896 | |||
Costs Capitalized Subsequent to Acquisition | 685,885 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 340,202 | |||
Buildings and Improvements | 4,781,080 | |||
Total | 5,121,282 | |||
Accumulated Depreciation | 1,683,107 | |||
NBV | 3,438,175 | |||
UNITED STATES PROPERTIES | Medical Office | Lillibridge | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 37,821 | |||
Initial Cost to Company | ||||
Land and Improvements | 150,207 | |||
Buildings and Improvements | 1,992,555 | |||
Costs Capitalized Subsequent to Acquisition | 505,405 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 149,840 | |||
Buildings and Improvements | 2,498,327 | |||
Total | 2,648,167 | |||
Accumulated Depreciation | 996,900 | |||
NBV | 1,651,267 | |||
UNITED STATES PROPERTIES | Medical Office | PMB RES | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 238,647 | |||
Initial Cost to Company | ||||
Land and Improvements | 73,863 | |||
Buildings and Improvements | 972,701 | |||
Costs Capitalized Subsequent to Acquisition | 119,813 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 75,214 | |||
Buildings and Improvements | 1,091,163 | |||
Total | 1,166,377 | |||
Accumulated Depreciation | 359,768 | |||
NBV | 806,609 | |||
UNITED STATES PROPERTIES | Medical Office | Ardent Health Services | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 5,638 | |||
Buildings and Improvements | 214,808 | |||
Costs Capitalized Subsequent to Acquisition | 600 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 5,638 | |||
Buildings and Improvements | 215,408 | |||
Total | 221,046 | |||
Accumulated Depreciation | 7,887 | |||
NBV | 213,159 | |||
UNITED STATES PROPERTIES | Medical Office | Memorial Health System | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 2,346 | |||
Buildings and Improvements | 25,031 | |||
Costs Capitalized Subsequent to Acquisition | 13,166 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 2,451 | |||
Buildings and Improvements | 38,092 | |||
Total | 40,543 | |||
Accumulated Depreciation | 20,981 | |||
NBV | 19,562 | |||
UNITED STATES PROPERTIES | Medical Office | Other MOBs | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 479 | |||
Initial Cost to Company | ||||
Land and Improvements | 110,447 | |||
Buildings and Improvements | 887,801 | |||
Costs Capitalized Subsequent to Acquisition | 46,901 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 107,059 | |||
Buildings and Improvements | 938,090 | |||
Total | 1,045,149 | |||
Accumulated Depreciation | 297,571 | |||
NBV | 747,578 | |||
UNITED STATES PROPERTIES | Medical Office | Other MOBs CIP | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 0 | |||
Buildings and Improvements | 0 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 0 | |||
Buildings and Improvements | 0 | |||
Total | 0 | |||
Accumulated Depreciation | 0 | |||
NBV | 0 | |||
UNITED STATES PROPERTIES | Life Science, Research & Innovation | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 242,600 | |||
Initial Cost to Company | ||||
Land and Improvements | 146,379 | |||
Buildings and Improvements | 1,708,458 | |||
Costs Capitalized Subsequent to Acquisition | 126,047 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 148,331 | |||
Buildings and Improvements | 1,832,553 | |||
Total | 1,980,884 | |||
Accumulated Depreciation | 320,718 | |||
NBV | 1,660,166 | |||
UNITED STATES PROPERTIES | Life Science, Research & Innovation | Wexford | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 242,600 | |||
Initial Cost to Company | ||||
Land and Improvements | 92,229 | |||
Buildings and Improvements | 1,582,631 | |||
Costs Capitalized Subsequent to Acquisition | 125,979 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 94,181 | |||
Buildings and Improvements | 1,706,658 | |||
Total | 1,800,839 | |||
Accumulated Depreciation | 309,613 | |||
NBV | 1,491,226 | |||
UNITED STATES PROPERTIES | Life Science, Research & Innovation | Other Life Science | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 1,194 | |||
Buildings and Improvements | 76,515 | |||
Costs Capitalized Subsequent to Acquisition | 68 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 1,194 | |||
Buildings and Improvements | 76,583 | |||
Total | 77,777 | |||
Accumulated Depreciation | 7,204 | |||
NBV | 70,573 | |||
UNITED STATES PROPERTIES | Life Science, Research & Innovation | Other Life Science CIP | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 52,956 | |||
Buildings and Improvements | 49,312 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 52,956 | |||
Buildings and Improvements | 49,312 | |||
Total | 102,268 | |||
Accumulated Depreciation | 3,901 | |||
NBV | 98,367 | |||
UNITED STATES PROPERTIES | IRFs & LTACs | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 44,442 | |||
Buildings and Improvements | 389,838 | |||
Costs Capitalized Subsequent to Acquisition | 68 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 43,442 | |||
Buildings and Improvements | 390,906 | |||
Total | 434,348 | |||
Accumulated Depreciation | 251,897 | |||
NBV | 182,451 | |||
UNITED STATES PROPERTIES | IRFs & LTACs | Kindred Healthcare | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 33,385 | |||
Buildings and Improvements | 222,156 | |||
Costs Capitalized Subsequent to Acquisition | (1,000) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 32,385 | |||
Buildings and Improvements | 222,156 | |||
Total | 254,541 | |||
Accumulated Depreciation | 207,147 | |||
NBV | 47,394 | |||
UNITED STATES PROPERTIES | IRFs & LTACs | Other IRFs & LTACs | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 11,057 | |||
Buildings and Improvements | 167,682 | |||
Costs Capitalized Subsequent to Acquisition | 1,068 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 11,057 | |||
Buildings and Improvements | 168,750 | |||
Total | 179,807 | |||
Accumulated Depreciation | 44,750 | |||
NBV | 135,057 | |||
UNITED STATES PROPERTIES | Health Systems | Ardent Health Services | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 98,428 | |||
Buildings and Improvements | 1,126,010 | |||
Costs Capitalized Subsequent to Acquisition | 78,104 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 97,416 | |||
Buildings and Improvements | 1,205,126 | |||
Total | 1,302,542 | |||
Accumulated Depreciation | 252,999 | |||
NBV | 1,049,543 | |||
UNITED STATES PROPERTIES | Skilled Nursing | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 12,986 | |||
Buildings and Improvements | 183,538 | |||
Costs Capitalized Subsequent to Acquisition | (4,303) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 13,166 | |||
Buildings and Improvements | 179,055 | |||
Total | 192,221 | |||
Accumulated Depreciation | 86,587 | |||
NBV | 105,634 | |||
UNITED STATES PROPERTIES | Skilled Nursing | Genesis Healthcare | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 11,350 | |||
Buildings and Improvements | 164,745 | |||
Costs Capitalized Subsequent to Acquisition | (5,708) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 11,350 | |||
Buildings and Improvements | 159,037 | |||
Total | 170,387 | |||
Accumulated Depreciation | 73,087 | |||
NBV | 97,300 | |||
UNITED STATES PROPERTIES | Skilled Nursing | Other Skilled Nursing | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 1,636 | |||
Buildings and Improvements | 18,793 | |||
Costs Capitalized Subsequent to Acquisition | 1,405 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 1,816 | |||
Buildings and Improvements | 20,018 | |||
Total | 21,834 | |||
Accumulated Depreciation | 13,500 | |||
NBV | 8,334 | |||
CANADIAN PROPERTIES | Senior Housing | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 1,131,643 | |||
Initial Cost to Company | ||||
Land and Improvements | 311,758 | |||
Buildings and Improvements | 3,318,406 | |||
Costs Capitalized Subsequent to Acquisition | (159,763) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 289,678 | |||
Buildings and Improvements | 3,180,723 | |||
Total | 3,470,401 | |||
Accumulated Depreciation | 549,486 | |||
NBV | 2,920,915 | |||
CANADIAN PROPERTIES | Senior Housing | Atria Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 75,553 | |||
Buildings and Improvements | 845,363 | |||
Costs Capitalized Subsequent to Acquisition | (72,107) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 66,479 | |||
Buildings and Improvements | 782,330 | |||
Total | 848,809 | |||
Accumulated Depreciation | 236,902 | |||
NBV | 611,907 | |||
CANADIAN PROPERTIES | Senior Housing | Sunrise Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 46,600 | |||
Buildings and Improvements | 418,821 | |||
Costs Capitalized Subsequent to Acquisition | (70,388) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 38,786 | |||
Buildings and Improvements | 356,247 | |||
Total | 395,033 | |||
Accumulated Depreciation | 162,284 | |||
NBV | 232,749 | |||
CANADIAN PROPERTIES | Senior Housing | Other Senior Housing CIP | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 37,087 | |||
Initial Cost to Company | ||||
Land and Improvements | 14,832 | |||
Buildings and Improvements | 92,133 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 14,832 | |||
Buildings and Improvements | 92,133 | |||
Total | 106,965 | |||
Accumulated Depreciation | 0 | |||
NBV | 106,965 | |||
CANADIAN PROPERTIES | Senior Housing | Le Groupe Maurice | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 1,094,556 | |||
Initial Cost to Company | ||||
Land and Improvements | 149,601 | |||
Buildings and Improvements | 1,815,395 | |||
Costs Capitalized Subsequent to Acquisition | (6,378) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 146,110 | |||
Buildings and Improvements | 1,812,508 | |||
Total | 1,958,618 | |||
Accumulated Depreciation | 144,733 | |||
NBV | 1,813,885 | |||
CANADIAN PROPERTIES | Senior Housing | Brightwater Senior Living | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 25,172 | |||
Buildings and Improvements | 146,694 | |||
Costs Capitalized Subsequent to Acquisition | (10,890) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 23,471 | |||
Buildings and Improvements | 137,505 | |||
Total | 160,976 | |||
Accumulated Depreciation | 5,567 | |||
NBV | 155,409 | |||
UNITED KINGDOM PROPERTIES | Senior Housing | Canford Healthcare Limited | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 42,445 | |||
Buildings and Improvements | 84,181 | |||
Costs Capitalized Subsequent to Acquisition | (21,537) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 35,037 | |||
Buildings and Improvements | 70,052 | |||
Total | 105,089 | |||
Accumulated Depreciation | 16,863 | |||
NBV | 88,226 | |||
UNITED KINGDOM PROPERTIES | International Hospital | Spire Healthcare | ||||
Real Estate and Accumulated Depreciation | ||||
Encumbrances | 0 | |||
Initial Cost to Company | ||||
Land and Improvements | 11,903 | |||
Buildings and Improvements | 136,628 | |||
Costs Capitalized Subsequent to Acquisition | (33,162) | |||
Gross Amount Carried at Close of Period | ||||
Land and Improvements | 9,245 | |||
Buildings and Improvements | 106,124 | |||
Total | 115,370 | |||
Accumulated Depreciation | 19,229 | |||
NBV | $ 96,141 |
SCHEDULE IV MORTGAGE LOANS ON_2
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - Loans (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) loan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Prior Liens | $ 1,016,804 | |||
Face Amount of Mortgages | 511,394 | |||
Carrying Amount of Mortgages | 491,334 | $ 486,200 | $ 552,797 | $ 642,218 |
Multiple | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 0 | |||
First Mortgage | Pennsylvania | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Number of assets | loan | 1 | |||
Maturity Date | Nov. 04, 2027 | |||
Prior Liens | $ 0 | |||
Face Amount of Mortgages | 18,086 | |||
Carrying Amount of Mortgages | 18,100 | |||
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 0 | |||
First Mortgage | Pennsylvania | Secured Overnight Financing Rate (SOFR) | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Interest Rate | 3.75% | |||
First Mortgage | Texas | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Number of assets | loan | 2 | |||
Interest Rate | 9.50% | |||
Maturity Date | Jun. 16, 2024 | |||
Prior Liens | $ 0 | |||
Face Amount of Mortgages | 7,226 | |||
Carrying Amount of Mortgages | 7,152 | |||
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 0 | |||
First Mortgage | Texas | Secured Overnight Financing Rate (SOFR) | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Interest Rate | 5.50% | |||
Mezzanine Loan | Multiple | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Number of assets | loan | 153 | |||
Maturity Date | Jun. 09, 2023 | |||
Prior Liens | $ 1,016,804 | |||
Face Amount of Mortgages | 486,082 | |||
Carrying Amount of Mortgages | 466,082 | |||
Principal Amount of Loans Subject to Delinquent Principal or Interest | $ 0 | |||
Mezzanine Loan | Multiple | London Interbank Offered Rate (LIBOR) | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Interest Rate | 6.42% |
SCHEDULE IV MORTGAGE LOANS ON_3
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - Mortgage Loan Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Movement in Mortgage Loans on Real Estate [Roll Forward] | |||
Beginning Balance | $ 486,200 | $ 552,797 | $ 642,218 |
New loans | 25,247 | 0 | 66,000 |
Total additions | 25,247 | 0 | 66,000 |
Principal repayments | (113) | (66,597) | (155,170) |
Allowance | (20,000) | 0 | 0 |
Total deductions | (20,113) | (66,597) | (155,170) |
Effect of foreign currency translation | 0 | 0 | (251) |
Ending Balance | $ 491,334 | $ 486,200 | $ 552,797 |