Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'HEALTH CARE REIT INC /DE/ | ' |
Entity Central Index Key | '0000766704 | ' |
Document Type | '10-Q | ' |
Document Period End date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well Known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Public Float | $19,277,423,332 | ' |
Entity Common Stock Shares Outstanding | ' | 327,674,096 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited)(USD ($)) | Sep. 30, 2014 | Dec. 31, 2013 | |
Real property owned: | ' | ' | |
Land and land improvements | $1,971,513,000 | $1,878,877,000 | |
Buildings and improvements | 21,310,165,000 | 20,625,515,000 | |
Acquired lease intangibles | 1,092,367,000 | 1,070,754,000 | |
Real property held for sale, net of accumulated depreciation | 47,463,000 | 18,502,000 | |
Construction in progress | 179,356,000 | 141,085,000 | |
Gross real property owned | 24,600,864,000 | 23,734,733,000 | |
Less accumulated depreciation and amortization | -2,959,813,000 | -2,386,658,000 | |
Net real property owned | 21,641,051,000 | 21,348,075,000 | |
Real estate loans receivable: | ' | ' | |
Real estate loans receivable | 318,221,000 | 332,146,000 | |
Net real estate investments | 21,959,272,000 | [1],[2] | 21,680,221,000 |
Other assets: | ' | ' | |
Investments in unconsolidated entities | 656,213,000 | 479,629,000 | |
Goodwill | 68,321,000 | 68,321,000 | |
Deferred loan expenses | 72,083,000 | 70,875,000 | |
Cash and cash equivalents | 998,678,000 | 158,780,000 | |
Restricted cash | 118,167,000 | 72,821,000 | |
Receivables and other assets | 668,988,000 | 553,310,000 | |
Total other assets | 2,582,450,000 | 1,403,736,000 | |
Total assets | 24,541,722,000 | 23,083,957,000 | |
Liabilities: | ' | ' | |
Borrowings under primary unsecured credit facilities, Carrying Value | 0 | 130,000,000 | |
Senior unsecured notes | 7,305,414,000 | 7,379,308,000 | |
Secured debt | 2,893,814,000 | 3,058,248,000 | |
Capital lease obligations | 83,614,000 | 84,458,000 | |
Accrued expenses and other liabilities | 677,042,000 | 640,573,000 | |
Total liabilities | 10,959,884,000 | 11,292,587,000 | |
Redeemable noncontrolling interests | 76,416,000 | 35,039,000 | |
Equity: | ' | ' | |
Preferred stock | 1,006,250,000 | 1,017,361,000 | |
Common stock | 327,433,000 | 289,461,000 | |
Capital in excess of par value | 14,665,449,000 | 12,418,520,000 | |
Treasury stock | -35,241,000 | -21,263,000 | |
Cumulative net income | 2,637,033,000 | 2,329,869,000 | |
Cumulative Dividends | -5,358,834,000 | -4,600,854,000 | |
Accumulated other comprehensive income (loss) | -52,704,000 | -24,531,000 | |
Other equity | 6,223,000 | 6,020,000 | |
Total Health Care REIT, Inc. stockholders' equity | 13,195,609,000 | 11,414,583,000 | |
Noncontrolling interests | 309,813,000 | 341,748,000 | |
Total equity | 13,505,422,000 | 11,756,331,000 | |
Total liabilities and equity | $24,541,722,000 | $23,083,957,000 | |
[1] | (1)Â Â Â Â Genesis is in our seniors housing triple-net segment. Sunrise, Revera, and Belmont Village are in our seniors housing operating segment. Benchmark is in both our seniors housing triple-net and seniors housing operating segments. | ||
[2] | (2)Â Â Â Â Excludes our share of investments in unconsolidated entities. Please see Note ##7NOTE for additional information. |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||
Revenues: | ' | ' | ' | ' | ||||
Rental income | $354,148,000 | $308,512,000 | $1,038,451,000 | $900,028,000 | ||||
Resident fees and services | 482,412,000 | 466,127,000 | 1,406,316,000 | 1,164,446,000 | ||||
Interest income | 9,344,000 | 7,629,000 | 26,871,000 | 24,325,000 | ||||
Other income | 1,619,000 | 1,443,000 | 4,139,000 | 3,168,000 | ||||
Total revenues | 847,523,000 | 783,711,000 | 2,475,777,000 | 2,091,967,000 | ||||
Expenses: | ' | ' | ' | ' | ||||
Interest expense | 118,435,000 | 116,020,000 | 360,334,000 | 334,321,000 | ||||
Property operating expenses | 355,157,000 | 341,921,000 | 1,040,342,000 | 872,701,000 | ||||
Depreciation and amortization | 200,970,000 | 241,027,000 | 648,737,000 | 623,777,000 | ||||
General and administrative | 30,803,000 | 28,718,000 | 115,327,000 | 79,799,000 | ||||
Transaction costs | 13,554,000 | 23,591,000 | 21,546,000 | 117,707,000 | ||||
Loss (gain) on derivatives, net | 49,000 | 4,872,000 | 400,000 | 4,465,000 | ||||
Loss (gain) on extinguishment of debt, net | 2,692,000 | -4,068,000 | -3,075,000 | 4,376,000 | ||||
Other expenses | 10,262,000 | ' | 10,262,000 | ' | ||||
Total expenses | 731,922,000 | 752,081,000 | 2,200,023,000 | 2,028,394,000 | ||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities, total | 115,601,000 | 31,630,000 | 275,754,000 | 63,573,000 | ||||
Income tax (expense) benefit | 10,198,000 | -3,077,000 | 6,369,000 | -7,055,000 | ||||
Income (loss) from unconsolidated entities | -2,632,000 | -331,000 | -19,705,000 | -3,529,000 | ||||
Income (loss) from continuing operations | 123,167,000 | 28,222,000 | 262,418,000 | 52,989,000 | ||||
Discontinued operations: | ' | ' | ' | ' | ||||
Gain (loss) on sales of discontinued properties, net | 0 | 4,707,000 | 6,411,000 | 57,202,000 | ||||
Income (loss) from discontinued operations, net | 0 | 676,000 | 724,000 | 2,397,000 | ||||
Discontinued operations, net | 0 | 5,383,000 | 7,135,000 | 59,599,000 | ||||
Gain (loss) on real estate dispositions, net | 29,604,000 | 0 | 36,272,000 | 0 | ||||
Net income | 152,771,000 | 33,605,000 | 305,825,000 | 112,588,000 | ||||
Less: Preferred stock dividends | 16,352,000 | 16,602,000 | 49,057,000 | 49,805,000 | ||||
Less: Net income (loss) attributable to noncontrolling interests | 164,000 | [1] | -3,688,000 | [1] | -1,339,000 | [1] | -4,462,000 | [1] |
Net income (loss) attributable to common stockholders | $136,255,000 | $20,691,000 | $258,107,000 | $67,245,000 | ||||
Average number of common shares outstanding: | ' | ' | ' | ' | ||||
Basic | 311,117,000 | 286,020,000 | 299,137,000 | 273,148,000 | ||||
Diluted | 312,812,000 | 288,029,000 | 300,645,000 | 275,247,000 | ||||
Basic: | ' | ' | ' | ' | ||||
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | $0.44 | $0.05 | $0.84 | $0.03 | ||||
Discontinued operations, net | $0 | $0.02 | $0.02 | $0.22 | ||||
Net income (loss) attributable to common stockholders, total | $0.44 | $0.07 | $0.86 | $0.25 | ||||
Diluted: | ' | ' | ' | ' | ||||
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | $0.44 | $0.05 | $0.83 | $0.03 | ||||
Discontinued operations, net | $0 | $0.02 | $0.02 | $0.22 | ||||
Net income (loss) attributable to common stockholders, total | $0.44 | $0.07 | $0.86 | $0.24 | ||||
Dividends declared and paid per common share | $0.80 | $0.77 | $2.38 | $2.29 | ||||
[1] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' | ||||
Net income (loss) | $152,771,000 | $33,605,000 | $305,825,000 | $112,588,000 | ||||
Other comprehensive income (loss): | ' | ' | ' | ' | ||||
Unrecognized gain (loss) on equity investments | 0 | -260,000 | 389,000 | -346,000 | ||||
Unrecognized gain (loss) on cash flow hedges | 455,000 | 473,000 | 1,327,000 | 1,416,000 | ||||
Unrecognized gain (loss) on foreign currency translation | -42,664,000 | 25,693,000 | -39,444,000 | -18,164,000 | ||||
Total other comprehensive income (loss) | -42,209,000 | 25,906,000 | -37,728,000 | -17,094,000 | ||||
Total comprehensive income (loss), total | 110,562,000 | 59,511,000 | 268,097,000 | 95,494,000 | ||||
Total comprehensive income (loss) attributable to noncontrolling interests | -7,984,000 | [1] | -3,881,000 | [1] | -10,894,000 | [1] | -9,109,000 | [1] |
Comprehensive income (loss) attributable to controlling interests | $118,546,000 | $63,392,000 | $278,991,000 | $104,603,000 | ||||
[1] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (Unaudited) (USD $) | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Cumulative Net Income | Cumulative Dividends | Accumulated Other Comprehensive Income (Loss) | Other Equity | Noncontrolling Interests |
Balances at beginning of period at Dec. 31, 2012 | $10,520,519,000 | $1,022,917,000 | $260,396,000 | $10,543,690,000 | ($17,875,000) | $2,184,819,000 | ($3,694,579,000) | ($11,028,000) | $6,461,000 | $225,718,000 |
Comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 114,705,000 | ' | ' | ' | ' | 117,050,000 | ' | ' | ' | -2,345,000 |
Other comprehensive income | -17,094,000 | ' | ' | ' | ' | ' | ' | -12,447,000 | ' | -4,647,000 |
Total comprehensive income | 97,611,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net change in noncontrolling interests | 159,749,000 | ' | 1,109,000 | 23,410,000 | ' | ' | ' | ' | ' | 135,230,000 |
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures | 174,760,000 | ' | 2,756,000 | 176,840,000 | -3,388,000 | ' | ' | ' | -1,448,000 | ' |
Proceeds from issuance of common stock | 1,630,281,000 | ' | 23,000,000 | 1,607,281,000 | ' | ' | ' | ' | ' | ' |
Equity component of convertible debt | -555,000 | ' | 988,000 | -1,543,000 | ' | ' | ' | ' | ' | ' |
Option compensation expense | 851,000 | ' | ' | ' | ' | ' | ' | ' | 851,000 | ' |
Cash dividends paid: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock cash dividends | -618,992,000 | ' | ' | ' | ' | ' | -618,992,000 | ' | ' | ' |
Preferred stock cash dividends | -49,805,000 | ' | ' | ' | ' | ' | -49,805,000 | ' | ' | ' |
Balances at end of period at Sep. 30, 2013 | 11,914,419,000 | 1,022,917,000 | 288,249,000 | 12,349,678,000 | -21,263,000 | 2,301,869,000 | -4,363,376,000 | -23,475,000 | 5,864,000 | 353,956,000 |
Balances at beginning of period at Dec. 31, 2013 | 11,756,331,000 | 1,017,361,000 | 289,461,000 | 12,418,520,000 | -21,263,000 | 2,329,869,000 | -4,600,854,000 | -24,531,000 | 6,020,000 | 341,748,000 |
Comprehensive income: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | 305,846,000 | ' | ' | ' | ' | 307,164,000 | ' | ' | ' | -1,318,000 |
Other comprehensive income | -37,728,000 | ' | ' | ' | ' | ' | ' | -28,173,000 | ' | -9,555,000 |
Total comprehensive income | 268,118,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net change in noncontrolling interests | -28,880,000 | ' | ' | -7,818,000 | ' | ' | ' | ' | ' | -21,062,000 |
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures | 201,868,000 | ' | 3,614,000 | 212,718,000 | -13,978,000 | ' | ' | ' | -486,000 | ' |
Proceeds from issuance of common stock | 2,064,401,000 | ' | 33,925,000 | 2,030,476,000 | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock | 0 | -11,111,000 | 233,000 | 10,878,000 | ' | ' | ' | ' | ' | ' |
Equity component of convertible debt | 875,000 | ' | 200,000 | 675,000 | ' | ' | ' | ' | ' | ' |
Option compensation expense | 689,000 | ' | ' | ' | ' | ' | ' | ' | 689,000 | ' |
Cash dividends paid: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock cash dividends | -708,923,000 | ' | ' | ' | ' | ' | -708,923,000 | ' | ' | ' |
Preferred stock cash dividends | -49,057,000 | ' | ' | ' | ' | ' | -49,057,000 | ' | ' | ' |
Balances at end of period at Sep. 30, 2014 | $13,505,422,000 | $1,006,250,000 | $327,433,000 | $14,665,449,000 | ($35,241,000) | $2,637,033,000 | ($5,358,834,000) | ($52,704,000) | $6,223,000 | $309,813,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | |||
Operating activities | ' | ' | ||
Net income | $305,825,000 | $112,588,000 | ||
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | ' | ' | ||
Depreciation and amortization | 648,737,000 | 630,579,000 | ||
Other amortization expenses | 5,626,000 | 6,662,000 | ||
Stock-based compensation expense | 26,108,000 | 16,650,000 | ||
Loss (gain) on derivatives, net | 400,000 | 4,465,000 | ||
Loss (gain) on extinguishment of debt, net | 3,075,000 | -4,376,000 | ||
Income (loss) from unconsolidated entities | 19,705,000 | 3,529,000 | ||
Rental income in excess of cash received | -51,017,000 | -31,226,000 | ||
Amortization related to above (below) market leases, net | 503,000 | 313,000 | ||
Net loss (gain) on sales of properties | -42,683,000 | -57,202,000 | ||
Distributions by unconsolidated entities | 8,883,000 | 0 | ||
Increase (decrease) in accrued expenses and other liabilities | -19,259,000 | 9,646,000 | ||
Decrease (increase) in receivables and other assets | -51,734,000 | -65,721,000 | ||
Net cash provided from (used in) operating activities | 854,169,000 | 625,907,000 | ||
Investing activities | ' | ' | ||
Cash disbursed for acquisitions | -991,315,000 | -3,093,347,000 | ||
Cash disbursed for capital improvements to existing properties | -86,324,000 | -82,519,000 | ||
Cash disbursed for construction in progress | -140,829,000 | -178,850,000 | ||
Capitalized interest | -5,084,000 | -4,698,000 | ||
Investment in real estate loans receivable | -79,264,000 | -77,336,000 | ||
Other investments, net of payments | -39,202,000 | -16,589,000 | ||
Principal collected on real estate loans receivable | 46,268,000 | 85,555,000 | ||
Contributions to unconsolidated entities | -246,794,000 | -381,667,000 | ||
Distributions by unconsolidated entities | 38,261,000 | 31,699,000 | ||
Proceeds from (payments on) derivatives investing | 0 | 60,909,000 | ||
Decrease (increase) in restricted cash | -45,346,000 | 68,796,000 | ||
Proceeds from sales of real property | 442,733,000 | 385,493,000 | ||
Net cash provided from (used in) investing activities | -1,106,896,000 | -3,202,554,000 | ||
Financing activities | ' | ' | ||
Net increase (decrease) under unsecured lines of credit arrangements | -130,000,000 | 834,050,000 | ||
Proceeds from issuance of senior unsecured notes | 0 | 497,862,000 | ||
Payments to extinguish senior unsecured notes | -47,591,000 | -217,615,000 | ||
Secured debt issued | 98,100,000 | 85,140,000 | ||
Payments on secured debt | -286,162,000 | -575,373,000 | ||
Net proceeds from the issuance of common stock | 2,260,908,000 | 1,792,552,000 | ||
Decrease (increase) in deferred loan expenses | -17,429,000 | -12,398,000 | ||
Contributions by noncontrolling interests | 5,572,000 | [1] | 5,350,000 | [1] |
Distributions to noncontrolling interests | -30,909,000 | [1] | -22,502,000 | [1] |
Acquisitions of noncontrolling interests | -1,175,000 | -23,247,000 | ||
Cash distributions to stockholders | -757,980,000 | -668,797,000 | ||
Other financing activities | -844,000 | -1,710,000 | ||
Net cash provided from (used in) financing activities | 1,092,490,000 | 1,693,312,000 | ||
Effect of foreign currency translation on cash and cash equivalents | 135,000 | 14,409,000 | ||
Increase (decrease) in cash and cash equivalents | 839,898,000 | -868,926,000 | ||
Cash and cash equivalents at beginning of period | 158,780,000 | 1,033,764,000 | ||
Cash and cash equivalents at end of period | 998,678,000 | 164,838,000 | ||
Supplemental cash flow information: | ' | ' | ||
Interest paid | 365,738,000 | 342,739,000 | ||
Income taxes paid | $16,672,000 | $5,146,000 | ||
[1] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 9 Months Ended |
Sep. 30, 2014 | |
Business [Abstract] | ' |
Business | ' |
1. Business | |
Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is an equity real estate investment trust (“REIT”) that invests in seniors housing and health care real estate. Our full service platform offers property management and development services to our customers. As of September 30, 2014, our diversified portfolio consisted of 1,246 properties in 46 states, the United Kingdom, and Canada. Founded in 1970, we were the first real estate investment trust to invest exclusively in health care facilities. |
Accounting_Policies_and_Relate
Accounting Policies and Related Matters | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies and Related Matters [Abstract] | ' |
Accounting Policies and Related Matters | ' |
2. Accounting Policies and Related Matters | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014 are not necessarily an indication of the results that may be expected for the year ending December 31, 2014. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
New Accounting Standards | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which amends U.S. GAAP to require reporting of discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This pronouncement will be effective for the first annual reporting period beginning after December 15, 2014 with early adoption permitted. We adopted ASU 2014-08 on January 1, 2014 on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. | |
Real_Property_Acquisitions_and
Real Property Acquisitions and Development | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Real Property Acquisitions and Development [Abstract] | ' | ||||||||||
Real Property Acquisitions and Development | ' | ||||||||||
3. Real Property Acquisitions and Development | |||||||||||
The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets, liabilities and noncontrolling interests based upon their respective fair values in accordance with our accounting policies. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with property acquisitions, including due diligence costs, fees for legal and valuation services and termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. | |||||||||||
Seniors Housing Triple-net Activity | |||||||||||
Nine Months Ended | |||||||||||
(In thousands) | September 30, 2014(1) | 30-Sep-13 | |||||||||
Land and land improvements | $ | 36,427 | $ | 56,665 | |||||||
Buildings and improvements | 303,273 | 211,903 | |||||||||
Total assets acquired | 339,700 | 268,568 | |||||||||
Non-cash acquisition related activity | -1,937 | - | |||||||||
Cash disbursed for acquisitions | 337,763 | 268,568 | |||||||||
Construction in progress additions | 79,668 | 103,951 | |||||||||
Less: | Capitalized interest | -3,258 | -3,337 | ||||||||
Foreign currency translation | 116 | - | |||||||||
Cash disbursed for construction in progress | 76,526 | 100,614 | |||||||||
Capital improvements to existing properties | 13,481 | 27,819 | |||||||||
Total cash invested in real property, net of cash acquired | $ | 427,770 | $ | 397,001 | |||||||
(1) Includes acquisitions with an aggregate purchase price of $83,615,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||||||||||
Seniors Housing Operating Activity | |||||||||||
Acquisitions of seniors housing operating properties are structured under RIDEA, which is described in Note 18. This structure results in the inclusion of all resident revenues and related property operating expenses from the operation of these qualified health care properties in our Consolidated Statements of Comprehensive Income. Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. See Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 for information regarding our foreign currency policies. | |||||||||||
Nine Months Ended | |||||||||||
(In thousands) | September 30, 2014(1) | 30-Sep-13 | |||||||||
Land and land improvements | $ | 40,764 | $ | 437,046 | |||||||
Building and improvements | 224,936 | 4,214,254 | |||||||||
Acquired lease intangibles | 10,021 | 377,929 | |||||||||
Construction in progress | 27,957 | - | |||||||||
Restricted cash | - | 41,524 | |||||||||
Receivables and other assets | 5,679 | 81,546 | |||||||||
Total assets acquired(2) | 309,357 | 5,152,299 | |||||||||
Secured debt | -12,846 | -1,261,093 | |||||||||
Accrued expenses and other liabilities | -17,011 | -86,412 | |||||||||
Total liabilities assumed | -29,857 | -1,347,505 | |||||||||
Noncontrolling interests | - | -230,441 | |||||||||
Non-cash acquisition related activity(3) | - | -856,103 | |||||||||
Cash disbursed for acquisitions | 279,500 | 2,718,250 | |||||||||
Construction in progress additions | 6,984 | 1,521 | |||||||||
Less: | Capitalized interest | -293 | -18 | ||||||||
Foreign currency translation | -810 | - | |||||||||
Cash disbursed for construction in progress | 5,881 | 1,503 | |||||||||
Capital improvements to existing properties | 52,177 | 36,813 | |||||||||
Total cash invested in real property, net of cash acquired | $ | 337,558 | $ | 2,756,566 | |||||||
(1) Includes acquisitions with an aggregate purchase price of $262,935,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||||||||||
(2) Excludes $8,476,000 and $87,406,000 of cash acquired during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||
(3) Represents Sunrise loan and noncontrolling interests acquisitions. | |||||||||||
Medical Facilities Activity | |||||||||||
Nine Months Ended | |||||||||||
(In thousands) | September 30, 2014 (1) | 30-Sep-13 | |||||||||
Land and land improvements | $ | 29,588 | $ | - | |||||||
Buildings and improvements | 471,410 | 144,708 | |||||||||
Acquired lease intangibles | 17,440 | - | |||||||||
Restricted cash | - | 505 | |||||||||
Receivables and other assets | 1,245 | 151 | |||||||||
Total assets acquired | 519,683 | 145,364 | |||||||||
Secured debt | -50,500 | -26,300 | |||||||||
Accrued expenses and other liabilities | -9,308 | -479 | |||||||||
Total liabilities assumed | -59,808 | -26,779 | |||||||||
Non-controlling interests | -39,987 | - | |||||||||
Non-cash acquisition activity(2) | -45,836 | -12,056 | |||||||||
Cash disbursed for acquisitions | 374,052 | 106,529 | |||||||||
Construction in progress additions | 71,245 | 87,882 | |||||||||
Less: | Capitalized interest | -1,533 | -1,343 | ||||||||
Accruals(3) | -11,290 | -9,806 | |||||||||
Cash disbursed for construction in progress | 58,422 | 76,733 | |||||||||
Capital improvements to existing properties | 20,666 | 17,887 | |||||||||
Total cash invested in real property | $ | 453,140 | $ | 201,149 | |||||||
(1) Includes acquisitions with an aggregate purchase price of $500,177,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||||||||||
(2) For the nine month period ended September 30, 2014, relates to an acquisition of assets previously financed as real estate loans. Please refer to Note 6 for additional information. For the nine month period ended September 30, 2013, relates to an asset swap transaction. Please refer to Note 5 for additional information. | |||||||||||
(3) Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. | |||||||||||
Construction Activity | |||||||||||
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands): | |||||||||||
Nine Months Ended | |||||||||||
30-Sep-14 | 30-Sep-13 | ||||||||||
Development projects: | |||||||||||
Seniors housing triple-net | $ | 71,569 | $ | 105,265 | |||||||
Medical facilities | 56,807 | 78,839 | |||||||||
Total development projects | 128,376 | 184,104 | |||||||||
Expansion projects | 17,586 | 14,229 | |||||||||
Total construction in progress conversions | $ | 145,962 | $ | 198,333 | |||||||
Real_Estate_Intangibles
Real Estate Intangibles | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Real Estate Intangibles [Abstract] | ' | ||||||||||||
Real Estate Intangibles | ' | ||||||||||||
4. Real Estate Intangibles | |||||||||||||
The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands): | |||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||
Assets: | |||||||||||||
In place lease intangibles | $ | 950,256 | $ | 937,357 | |||||||||
Above market tenant leases | 61,753 | 55,939 | |||||||||||
Below market ground leases | 61,593 | 59,165 | |||||||||||
Lease commissions | 18,765 | 18,293 | |||||||||||
Gross historical cost | 1,092,367 | 1,070,754 | |||||||||||
Accumulated amortization | -749,847 | -571,008 | |||||||||||
Net book value | $ | 342,520 | $ | 499,746 | |||||||||
Weighted-average amortization period in years | 18.8 | 16.7 | |||||||||||
Liabilities: | |||||||||||||
Below market tenant leases | $ | 79,555 | $ | 76,381 | |||||||||
Above market ground leases | 6,709 | 9,490 | |||||||||||
Gross historical cost | 86,264 | 85,871 | |||||||||||
Accumulated amortization | -39,147 | -34,434 | |||||||||||
Net book value | $ | 47,117 | $ | 51,437 | |||||||||
Weighted-average amortization period in years | 13.2 | 14.3 | |||||||||||
The following is a summary of real estate intangible amortization for the periods presented (in thousands): | |||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Rental income related to above/below market tenant leases, net | $ | 179 | $ | 235 | $ | 423 | $ | 596 | |||||
Property operating expenses related to above/below market ground leases, net | -317 | -303 | -926 | -909 | |||||||||
Depreciation and amortization related to in place lease intangibles and lease commissions | -46,366 | -78,782 | -185,363 | -168,441 | |||||||||
The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): | |||||||||||||
Assets | Liabilities | ||||||||||||
2014 | $ | 40,573 | $ | 3,328 | |||||||||
2015 | 66,906 | 6,498 | |||||||||||
2016 | 31,821 | 7,264 | |||||||||||
2017 | 23,183 | 5,725 | |||||||||||
2018 | 20,761 | 5,380 | |||||||||||
Thereafter | 159,276 | 18,922 | |||||||||||
Total | $ | 342,520 | $ | 47,117 | |||||||||
Dispositions_Assets_Held_for_S
Dispositions, Assets Held for Sale and Discontinued Operations | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure Dispositions, Assets Held for Sale and Discontinued Operations [Abstract] | ' | |||||||||||||
Dispositions, Assets Held for Sale and Discontinued Operations | ' | |||||||||||||
5. Dispositions, Assets Held for Sale and Discontinued Operations | ||||||||||||||
We periodically sell properties for various reasons, including favorable market conditions or the exercise of tenant purchase options. Of our total sales proceeds, $48,332,000 was deposited in an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary. The following is a summary of our real property disposition activity for the periods presented (in thousands): | ||||||||||||||
Nine Months Ended | ||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||
Real property dispositions: | ||||||||||||||
Seniors housing triple-net | $ | 56,713 | $ | 138,650 | ||||||||||
Medical facilities | 343,337 | 201,845 | ||||||||||||
Total dispositions | 400,050 | 340,495 | ||||||||||||
Gain (loss) on sales of real property, net | 42,683 | 57,202 | ||||||||||||
Non-cash disposition activity(1) | - | -12,204 | ||||||||||||
Proceeds from real property sales | $ | 442,733 | $ | 385,493 | ||||||||||
(1) Represents non-cash consideration surrendered in an asset swap transaction. Please see Note 3 for additional information. | ||||||||||||||
Discontinued Operations | ||||||||||||||
As discussed in Note 2, we adopted ASU 2014-08 effective January 1, 2014. During the nine months ended September 30, 2014, we sold seniors housing triple-net properties previously held for sale with a balance of $18,502,000 for a gain of $6,411,000. We have reclassified the income and expenses attributable to all properties sold prior to or held for sale at January 1, 2014 to discontinued operations. The following illustrates the reclassification impact as reported in our Consolidated Statements of Comprehensive Income as a result of classifying these properties as discontinued operations for the periods presented (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues: | ||||||||||||||
Rental income | $ | - | $ | 4,027 | $ | 881 | $ | 15,603 | ||||||
Expenses: | ||||||||||||||
Interest expense | - | 522 | 157 | 3,799 | ||||||||||
Property operating expenses | - | 875 | - | 2,605 | ||||||||||
Provision for depreciation | - | 1,954 | - | 6,802 | ||||||||||
Total expenses | - | 3,351 | 157 | 13,206 | ||||||||||
Income (loss) from discontinued operations, net | $ | - | $ | 676 | $ | 724 | $ | 2,397 | ||||||
Dispositions and Assets Held for Sale | ||||||||||||||
Pursuant to our adoption of ASU 2014-08, operating results attributable to properties sold subsequent to or classified as held for sale after January 1, 2014 and which do not meet the definition of discontinued operations are no longer reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues: | ||||||||||||||
Rental income | $ | 5,495 | $ | 12,076 | $ | 28,121 | $ | 35,995 | ||||||
Expenses: | ||||||||||||||
Interest expense | 217 | 1,853 | 5,322 | 4,143 | ||||||||||
Property operating expenses | 39 | 673 | 1,243 | 1,753 | ||||||||||
Provision for depreciation | 1,335 | 3,238 | 7,404 | 9,717 | ||||||||||
Total expenses | 1,591 | 5,764 | 13,969 | 15,613 | ||||||||||
Income (loss) from real estate dispositions, net | $ | 3,904 | $ | 6,312 | $ | 14,152 | $ | 20,382 | ||||||
Real_Estate_Loans_Receivable
Real Estate Loans Receivable | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Real Estate Loans Receivable [Abstract] | ' | |||||||||||||||||||
Real Estate Loans Receivable | ' | |||||||||||||||||||
6. Real Estate Loans Receivable | ||||||||||||||||||||
The following is a summary of our real estate loan activity for the periods presented (in thousands): | ||||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||||||||
Seniors | Seniors | |||||||||||||||||||
Housing | Medical | Housing | Medical | |||||||||||||||||
Triple-net | Facilities | Totals | Triple-net | Facilities | Totals | |||||||||||||||
Advances on real estate loans receivable: | ||||||||||||||||||||
Investments in new loans | $ | 10,674 | $ | - | $ | 10,674 | $ | 27,392 | $ | 4,095 | $ | 31,487 | ||||||||
Draws on existing loans | 48,055 | 20,535 | 68,590 | 42,772 | 3,077 | 45,849 | ||||||||||||||
Net cash advances on real estate loans | 58,729 | 20,535 | 79,264 | 70,164 | 7,172 | 77,336 | ||||||||||||||
Receipts on real estate loans receivable: | ||||||||||||||||||||
Loan payoffs | 3,950 | 62,608 | 66,558 | 65,768 | 646 | 66,414 | ||||||||||||||
Principal payments on loans | 21,306 | 4,240 | 25,546 | 16,972 | 2,169 | 19,141 | ||||||||||||||
Sub-total | 25,256 | 66,848 | 92,104 | 82,740 | 2,815 | 85,555 | ||||||||||||||
Less: Non-cash activity(1) | - | -45,836 | -45,836 | - | - | - | ||||||||||||||
Net cash receipts on real estate loans | 25,256 | 21,012 | 46,268 | 82,740 | 2,815 | 85,555 | ||||||||||||||
Net cash advances (receipts) on real estate loans | 33,473 | -477 | 32,996 | -12,576 | 4,357 | -8,219 | ||||||||||||||
Change in balance due to foreign currency translation | -1,085 | - | -1,085 | 765 | - | 765 | ||||||||||||||
Net change in real estate loans receivable | $ | 32,388 | $ | -46,313 | $ | -13,925 | $ | -11,811 | $ | 4,357 | $ | -7,454 | ||||||||
(1) Represents an acquisition of assets previously financed as a real estate loan. Please see Note 3 for additional information. | ||||||||||||||||||||
We recorded no provision for loan losses during the nine months ended September 30, 2014. At September 30, 2014, there were no real estate loans with outstanding balances on non-accrual status and no allowances for loan losses were recorded. |
Investments_in_Unconsolidated_
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2014 | |
Investments in Unconsolidated Entities [Abstract] | ' |
Investments in Unconsolidated Entities | ' |
7. Investments in Unconsolidated Entities | |
During the year ended December 31, 2010, we entered into a joint venture investment with Forest City Enterprises Inc. (NYSE:FCE.A and FCE.B). We acquired a 49% interest in a seven-building life science campus located at University Park in Cambridge, Massachusetts, which is immediately adjacent to the campus of the Massachusetts Institute of Technology. This investment is recorded as an investment in unconsolidated entities on the balance sheet. | |
During the three months ended June 30, 2012, we entered into a joint venture with Chartwell Retirement Residences (TSX:CSH.UN). During the three months ended September 30, 2014, one of the joint venture properties was sold and the related gain was recognized in income from unconsolidated entities. The portfolio now contains 41 properties in Canada, 38 of which are owned 50% by us and Chartwell, and three of which we wholly own. All properties are managed by Chartwell. Our investment in the 38 properties is recorded as an investment in unconsolidated entities on the balance sheet. The aggregate remaining unamortized basis difference of our investment in this joint venture of $8,052,000 at September 30, 2014 is primarily attributable to transaction costs that will be amortized over the weighted-average useful life of the related properties and included in the reported amount of income from unconsolidated entities. | |
In conjunction with the Sunrise merger (see Note 3 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013), we acquired joint venture interests in 54 properties and a 20% interest in a newly formed Sunrise management company, which manages the entire property portfolio. On July 1, 2013, we acquired the remaining interests in 49 of the properties. In April 2014, we acquired an additional 4% ownership in the Sunrise management company. | |
During the three months ended March 31, 2014, we invested $214,832,000 for a 46.79% interest in a joint venture with Senior Resource Group (“SRG”) and the Public Sector Pension Investment Board. The joint venture owns 10 properties located in major metropolitan markets in Arizona, California and Colorado. The properties owned by the joint venture are operated by SRG. Our investment in the 10 properties is recorded as an investment in unconsolidated entities on the balance sheet. The aggregate remaining unamortized basis difference of our investment in this joint venture of $169,266,208 at September 30, 2014 is primarily attributable to appreciation of the underlying properties as well as transaction costs, and will be amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities. | |
The results of operations for those investments accounted for under the equity method have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. |
Credit_Concentration
Credit Concentration | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Customer Concentration [Abstract] | ' | ||||||||
Credit Concentration | ' | ||||||||
8. Credit Concentration | |||||||||
The following table summarizes certain information about our credit concentration as of September 30, 2014 (dollars in thousands): | |||||||||
Number of | Total | Percent of | |||||||
Concentration by investment:(1) | Properties(2) | Investment(2) | Investment(3) | ||||||
Sunrise Senior Living(4) | 132 | $ | 4,142,650 | 19% | |||||
Genesis HealthCare | 180 | 2,670,981 | 12% | ||||||
Revera(4) | 48 | 1,084,547 | 5% | ||||||
Benchmark | 39 | 924,285 | 4% | ||||||
Belmont Village | 19 | 826,674 | 4% | ||||||
Remaining portfolio | 762 | 12,310,135 | 56% | ||||||
Totals | 1,180 | $ | 21,959,272 | 100% | |||||
Genesis is in our seniors housing triple-net segment. Sunrise, Revera, and Belmont Village are in our seniors housing operating segment. Benchmark is in both our seniors housing triple-net and seniors housing operating segments. | |||||||||
Excludes our share of investments in unconsolidated entities. Please see Note 7 for additional information. | |||||||||
Investments with our top five relationships comprised 44% of total investments at December 31, 2013. | |||||||||
Revera owns a controlling interest in Sunrise. | |||||||||
Borrowings_Under_Credit_Facili
Borrowings Under Credit Facilities and Related Items | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Borrowings Under Credit Facilities and Related Items [Abstract] | ' | |||||||||||||
Borrowings Under Credit Facilities and Related Items | ' | |||||||||||||
9. Borrowings Under Credit Facilities and Related Items | ||||||||||||||
On July 25, 2014, we closed on a new primary unsecured credit facility with a consortium of 28 banks that includes a $2,500,000,000 revolving credit line, a $500,000,000 term loan and a $250,000,000 Canadian denominated term loan. We have an option to upsize the facility by up to an additional $1,000,000,000 through an accordion feature. The facility also allows us to borrow up to $500,000,000 in alternate currencies (none outstanding at September 30, 2014). Borrowings under the revolver are subject to interest payable at the applicable margin over LIBOR interest rate (1.204% at September 30, 2014). The applicable margin is based on certain of our debt ratings and was 1.05% at September 30, 2014. Borrowings under the term loans are subject to interest payable at the applicable margin over LIBOR for the U.S. tranche and CDOR for the Canadian tranche based on our current credit ratings. The applicable margin was 1.15% at September 30, 2014. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on certain of our debt ratings and was 0.20% at September 30, 2014. The new facility provides us with additional borrowing capacity and extends the agreement to October 31, 2018. It can be extended for an additional year at our option. | ||||||||||||||
The following information relates to aggregate borrowings under the primary unsecured credit facility for the periods presented (dollars in thousands): | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Balance outstanding at quarter end | $ | - | $ | 847,670 | $ | - | $ | 847,670 | ||||||
Maximum amount outstanding at any month end | $ | 235,000 | $ | 1,019,050 | $ | 637,000 | $ | 1,019,050 | ||||||
Average amount outstanding (total of daily | ||||||||||||||
principal balances divided by days in period) | $ | 100,380 | $ | 562,978 | $ | 253,681 | $ | 527,890 | ||||||
Weighted average interest rate (actual interest | ||||||||||||||
expense divided by average borrowings outstanding) | 1.67% | 1.51% | 1.40% | 1.43% | ||||||||||
Senior_Unsecured_Notes_and_Sec
Senior Unsecured Notes and Secured Debt | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Senior Unsecured Notes and Secured Debt [Abstract] | ' | ||||||||||
Senior Unsecured Notes and Secured Debt | ' | ||||||||||
10. Senior Unsecured Notes and Secured Debt | |||||||||||
We may repurchase, redeem or refinance convertible and non-convertible senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The non-convertible senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At September 30, 2014, the annual principal payments due on these debt obligations were as follows (in thousands): | |||||||||||
Senior | Secured | ||||||||||
Unsecured Notes(1,2) | Debt (1,3) | Totals | |||||||||
2014 | $ | - | $ | 50,367 | $ | 50,367 | |||||
2015 | 250,000 | 407,611 | 657,611 | ||||||||
2016 | 700,000 | 395,659 | 1,095,659 | ||||||||
2017 | 450,000 | 353,801 | 803,801 | ||||||||
2018 | 1,173,055 (4,5) | 432,209 | 1,605,264 | ||||||||
Thereafter | 4,769,273 (6) | 1,222,073 | 5,991,346 | ||||||||
Totals | $ | 7,342,328 | $ | 2,861,720 | $ | 10,204,048 | |||||
(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. | |||||||||||
(2) Annual interest rates range from 1.3% to 6.5%. | |||||||||||
(3) Annual interest rates range from 1.0% to 8.0%. Carrying value of the properties securing the debt totaled $5,121,039,000 at September 30, 2014. | |||||||||||
(4) On July 30, 2012, we completed funding on a $250,000,000 Canadian denominated unsecured term loan (approximately $223,055,000 based on the Canadian/U.S. Dollar exchange rate in effect on September 30, 2014). This loan was refinanced on July 25, 2014. See Note 9 for additional information. | |||||||||||
(5) On January 8, 2013, we completed funding on a $500,000,000 unsecured term loan. This loan was refinanced on July 25, 2014. See Note 9 for additional information. | |||||||||||
(6) On November 20, 2013, we completed the sale of £550,000,000 (approximately $891,825,000 based on the Sterling/U.S. Dollar exchange rate in effect on September 30, 2014) of 4.8% senior unsecured notes due 2028. | |||||||||||
The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): | |||||||||||
Nine Months Ended | |||||||||||
30-Sep-14 | 30-Sep-13 | ||||||||||
Weighted Avg. | Weighted Avg. | ||||||||||
Amount | Interest Rate | Amount | Interest Rate | ||||||||
Beginning balance | $ | 7,421,707 | 4.40% | $ | 5,894,403 | 4.68% | |||||
Debt issued | - | 0.00% | 500,000 | 1.55% | |||||||
Debt redeemed | -47,660 | 3.00% | -219,285 | 3.00% | |||||||
Foreign currency | -31,719 | 3.89% | - | 0.00% | |||||||
Ending balance | $ | 7,342,328 | 4.39% | $ | 6,175,118 | 4.48% | |||||
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): | |||||||||||
Nine Months Ended | |||||||||||
30-Sep-14 | 30-Sep-13 | ||||||||||
Weighted Avg. | Weighted Avg. | ||||||||||
Amount | Interest Rate | Amount | Interest Rate | ||||||||
Beginning balance | $ | 3,010,711 | 5.09% | $ | 2,311,586 | 5.14% | |||||
Debt issued | 98,100 | 3.23% | 85,140 | 5.05% | |||||||
Debt assumed | 62,505 | 3.11% | 1,241,898 | 4.11% | |||||||
Debt extinguished | -240,355 | 5.66% | -535,367 | 3.52% | |||||||
Principal payments | -45,807 | 4.97% | -40,006 | 5.27% | |||||||
Foreign currency | -23,434 | 3.78% | 2,672 | 4.04% | |||||||
Ending balance | $ | 2,861,720 | 4.94% | $ | 3,065,923 | 5.08% | |||||
Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of September 30, 2014, we were in compliance with all of the covenants under our debt agreements. | |||||||||||
Derivative_Instruments
Derivative Instruments | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Summary of Derivative Instruments [Abstract] | ' | |||||||||||||||
Derivative Instruments | ' | |||||||||||||||
11. Derivative Instruments | ||||||||||||||||
We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We may elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to manage the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. In addition, non-U.S. investments expose us to the potential losses associated with adverse changes in foreign currency to U.S. Dollar exchange rates. We may elect to manage this risk through the use of forward contracts and issuing debt in foreign currencies. | ||||||||||||||||
Interest Rate Swap Contracts and Foreign Currency Forward Contracts Designated as Cash Flow Hedges | ||||||||||||||||
For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings. Approximately $613,000 of losses, which are included in accumulated other comprehensive income (“AOCI”), are expected to be reclassified into earnings in the next 12 months. | ||||||||||||||||
Foreign Currency Hedges | ||||||||||||||||
For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI. The balance of the cumulative translation adjustment will be reclassified to earnings when the hedged investment is sold or substantially liquidated. | ||||||||||||||||
The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Derivatives designated as net investment hedges: | ||||||||||||||||
Denominated in Canadian Dollars | $ | 600,000 | $ | 600,000 | ||||||||||||
Denominated in Pounds Sterling | £ | 350,000 | £ | 350,000 | ||||||||||||
Financial instruments designated as net investment hedges: | ||||||||||||||||
Denominated in Canadian Dollars | $ | 250,000 | $ | 250,000 | ||||||||||||
Denominated in Pounds Sterling | £ | 550,000 | £ | 550,000 | ||||||||||||
Derivatives designated as cash flow hedges | ||||||||||||||||
Denominated in U.S. Dollars | $ | 57,000 | $ | 57,000 | ||||||||||||
Denominated in Canadian Dollars | $ | 9,000 | $ | - | ||||||||||||
Denominated in Pounds Sterling | £ | 50,000 | £ | - | ||||||||||||
Derivative instruments not designated: | ||||||||||||||||
Denominated in Canadian Dollars | $ | 918,000 | $ | - | ||||||||||||
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Location | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Gain (loss) on interest rate swap recognized in OCI (effective portion) | OCI | $ | -4 | $ | -4 | $ | -11 | $ | -12 | |||||||
Gain (loss) on interest rate swaps reclassified from AOCI into income (effective portion) | Interest expense | -459 | -477 | -1,338 | -1,428 | |||||||||||
Gain (loss) on forward exchange contracts recognized in income | Gain (loss) on derivatives, net | -49 | -4,872 | -400 | -4,465 | |||||||||||
Gain on release of cumulative translation adjustment related to net investment hedge of an equity investment | Income (loss) from unconsolidated entities | 528 | - | 528 | - | |||||||||||
Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI | OCI | 12,880 | -110,404 | 6,833 | -19,867 | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
12. Commitments and Contingencies | |
At September 30, 2014, we had six outstanding letter of credit obligations totaling $10,769,000 and expiring between 2014 and 2015. At September 30, 2014, we had outstanding construction in process of $179,356,000 and were committed to providing additional funds of approximately $217,337,000 to complete construction. Purchase obligations at September 30, 2014 include $1,083,370,000 representing acquisitions expected to be completed before year end. Purchase obligations also include contingent purchase obligations totaling $39,988,000. These contingent purchase obligations relate to unfunded capital improvement obligations and contingent obligations on acquisitions. Rents due from the tenant are increased to reflect the additional investment in the property. At September 30, 2014, we had an unfunded commitment of $360,000,000 related to a secured bridge facility with one of our operators for which we are receiving a commitment fee. | |
We evaluate our leases for operating versus capital lease treatment in accordance with Accounting Standards Codification (“ASC”) Topic 840 “Leases.” A lease is classified as a capital lease if it provides for transfer of ownership of the leased asset at the end of the lease term, contains a bargain purchase option, has a lease term greater than 75% of the economic life of the leased asset, or if the net present value of the future minimum lease payments are in excess of 90% of the fair value of the leased asset. Certain leases contain bargain purchase options and have been classified as capital leases. At September 30, 2014, we had operating lease obligations of $857,034,000 relating to certain ground leases and company office space and capital lease obligations of $113,075,000 relating to certain investment properties. Regarding ground leases, we have sublease agreements with certain of our operators that require the operators to reimburse us for our monthly operating lease obligations. At September 30, 2014, aggregate future minimum rentals to be received under these noncancelable subleases totaled $27,967,000. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||||||||
Stockholders' Equity | ' | |||||||||||||||
13. Stockholders’ Equity | ||||||||||||||||
The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Preferred Stock: | ||||||||||||||||
Authorized shares | 50,000,000 | 50,000,000 | ||||||||||||||
Issued shares | 25,875,000 | 26,108,236 | ||||||||||||||
Outstanding shares | 25,875,000 | 26,108,236 | ||||||||||||||
Common Stock, $1.00 par value: | ||||||||||||||||
Authorized shares | 700,000,000 | 400,000,000 | ||||||||||||||
Issued shares | 328,127,314 | 290,024,789 | ||||||||||||||
Outstanding shares | 327,429,765 | 289,563,651 | ||||||||||||||
Preferred Stock. The following is a summary of our preferred stock activity during the periods indicated: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||||
Weighted Avg. | Weighted Avg. | |||||||||||||||
Shares | Dividend Rate | Shares | Dividend Rate | |||||||||||||
Beginning balance | 26,108,236 | 6.50% | 26,224,854 | 6.49% | ||||||||||||
Shares converted | -233,236 | 6.00% | - | 0.00% | ||||||||||||
Ending balance | 25,875,000 | 6.50% | 26,224,854 | 6.49% | ||||||||||||
Common Stock. The following is a summary of our common stock issuances during the nine months ended September 30, 2014 and 2013 (dollars in thousands, except per share amounts): | ||||||||||||||||
Shares Issued | Average Price | Gross Proceeds | Net Proceeds | |||||||||||||
May 2013 public issuance | 23,000,000 | $ | 73.5 | $ | 1,690,500 | $ | 1,630,281 | |||||||||
2013 Dividend reinvestment plan issuances | 2,379,609 | 64.62 | 153,762 | 153,762 | ||||||||||||
2013 Option exercises | 200,467 | 42.45 | 8,509 | 8,509 | ||||||||||||
2013 Senior note conversions | 987,967 | - | - | |||||||||||||
2013 Equity issued in acquisition of noncontrolling interest | 1,108,917 | - | - | |||||||||||||
2013 Totals | 27,676,960 | $ | 1,852,771 | $ | 1,792,552 | |||||||||||
June 2014 public issuance | 16,100,000 | $ | 62.35 | $ | 1,003,835 | $ | 968,517 | |||||||||
September 2014 public issuance | 17,825,000 | 63.75 | 1,136,344 | 1,095,883 | ||||||||||||
2014 Dividend reinvestment plan issuances | 3,114,052 | 60.05 | 186,996 | 186,996 | ||||||||||||
2014 Option exercises | 207,046 | 45.94 | 9,512 | 9,512 | ||||||||||||
2014 Preferred stock conversions | 233,236 | - | - | |||||||||||||
2014 Stock incentive plans, net of forfeitures | 186,837 | - | - | |||||||||||||
2014 Senior note conversions | 199,943 | - | - | |||||||||||||
2014 Totals | 37,866,114 | $ | 2,336,687 | $ | 2,260,908 | |||||||||||
During the nine months ended September 30, 2013, we acquired the remaining 20% noncontrolling interest in an existing partnership for $91,000,000 which consisted of $23,247,000 of cash and 1,108,917 shares of common stock. In connection with the acquisition, we incurred $2,732,000 of transaction costs, which we have included as a reduction to additional paid in capital. | ||||||||||||||||
Dividends. The increase in dividends is primarily attributable to increases in our common shares outstanding as described above and an increase in common dividends per share. The following is a summary of our dividend payments (in thousands, except per share amounts): | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||||
Per Share | Amount | Per Share | Amount | |||||||||||||
Common Stock | $ | 2.385 | $ | 708,923 | $ | 2.295 | $ | 618,992 | ||||||||
Series H Preferred Stock | 0.0079 | 1 | 2.1438 | 750 | ||||||||||||
Series I Preferred Stock | 2.4375 | 35,040 | 2.4375 | 35,039 | ||||||||||||
Series J Preferred Stock | 1.2189 | 14,016 | 1.2189 | 14,016 | ||||||||||||
Totals | $ | 757,980 | $ | 668,797 | ||||||||||||
Accumulated Other Comprehensive Income. The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): | ||||||||||||||||
Unrecognized gains (losses) related to: | ||||||||||||||||
Foreign Currency Translation | Equity Investments | Actuarial losses | Cash Flow Hedges | Total | ||||||||||||
Balance at December 31, 2013 | $ | -17,631 | $ | -389 | $ | -1,452 | $ | -5,059 | $ | -24,531 | ||||||
Other comprehensive income before reclassification adjustments | -29,361 | 389 | - | -11 | -28,983 | |||||||||||
Reclassification amount to net income | (528)(1) | - | - | 1,338 (1) | 810 | |||||||||||
Net current-period other comprehensive income | -29,889 | 389 | - | 1,327 | -28,173 | |||||||||||
Balance at September 30, 2014 | $ | -47,520 | $ | - | $ | -1,452 | $ | -3,732 | $ | -52,704 | ||||||
Balance at December 31, 2012 | $ | -881 | $ | -216 | $ | -2,974 | $ | -6,957 | $ | -11,028 | ||||||
Other comprehensive income before reclassification adjustments | -13,517 | -346 | - | -12 | -13,875 | |||||||||||
Reclassification amount to net income | - | - | - | 1,428 (1) | 1,428 | |||||||||||
Net current-period other comprehensive income | -13,517 | -346 | - | 1,416 | -12,447 | |||||||||||
Balance at September 30, 2013 | $ | -14,398 | $ | -562 | $ | -2,974 | $ | -5,541 | $ | -23,475 | ||||||
(1) Please see Note 11 for additional information. | ||||||||||||||||
Stock_Incentive_Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2014 | |
Stock Incentive Plans [Abstract] | ' |
Stock Incentive Plans | ' |
14. Stock Incentive Plans | |
Our Amended and Restated 2005 Long-Term Incentive Plan (“2005 Plan”) authorizes up to 6,200,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board of Directors. The 2005 Plan replaced the 1995 Stock Incentive Plan (“1995 Plan”) and the Stock Plan for Non-Employee Directors. The options granted to officers and key employees under the 1995 Plan vested through 2010 and expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2005 Plan. The 2005 Plan allows for the issuance of, among other things, stock options, restricted stock, deferred stock units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to five years. Options expire ten years from the date of grant. Stock-based compensation expense totaled $4,271,000 and $26,108,000 for the three and nine months ended September 30, 2014, respectively, and $3,956,000 and $16,650,000 for the same periods in 2013. | |
On April 13, 2014, George L. Chapman, formerly the Chairman, Chief Executive Officer and President of the company, informed the Board of Directors that he wished to retire from the company, effective immediately. As a result of Mr. Chapman’s retirement, general and administrative expenses for the three months ended June 30, 2014 included charges of $19,688,000 related to: (i) the acceleration of $9,223,000 of deferred compensation for restricted stock; and (ii) consulting, retirement payments and other costs of $10,465,000. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||
Earnings Per Share | ' | |||||||||||||
15. Earnings Per Share | ||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Numerator for basic and diluted earnings | ||||||||||||||
per share - net income (loss) attributable | ||||||||||||||
to common stockholders | $ | 136,255 | $ | 20,691 | $ | 258,107 | $ | 67,245 | ||||||
Denominator for basic earnings per | ||||||||||||||
share - weighted average shares | 311,117 | 286,020 | 299,137 | 273,148 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Employee stock options | 202 | 196 | 181 | 235 | ||||||||||
Non-vested restricted shares | 505 | 567 | 506 | 417 | ||||||||||
Convertible senior unsecured notes | 988 | 1,246 | 821 | 1,447 | ||||||||||
Dilutive potential common shares | 1,695 | 2,009 | 1,508 | 2,099 | ||||||||||
Denominator for diluted earnings per | ||||||||||||||
share - adjusted weighted average shares | 312,812 | 288,029 | 300,645 | 275,247 | ||||||||||
Basic earnings per share | $ | 0.44 | $ | 0.07 | $ | 0.86 | $ | 0.25 | ||||||
Diluted earnings per share | $ | 0.44 | $ | 0.07 | $ | 0.86 | $ | 0.24 | ||||||
The Series I Cumulative Convertible Perpetual Preferred Stock was not included in the calculations as the effect of conversions into common stock was anti-dilutive. |
Disclosure_about_Fair_Value_of
Disclosure about Fair Value of Financial Instruments | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure About Fair Value of Financial Instruments [Abstract] | ' | |||||||||||||
Disclosure about Fair Value of Financial Instruments | ' | |||||||||||||
16. Disclosure about Fair Value of Financial Instruments | ||||||||||||||
U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities. The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value: | ||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013 for additional information. | ||||||||||||||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. | ||||||||||||||
Mortgage Loans and Other Real Estate Loans Receivable — The fair value of mortgage loans and other real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. | ||||||||||||||
Cash and Cash Equivalents — The carrying amount approximates fair value. | ||||||||||||||
Available-for-sale Equity Investments — Available-for-sale equity investments are recorded at their fair value based on Level 1 publicly available trading prices. | ||||||||||||||
Borrowings Under Unsecured Credit Facilities — The carrying amount of the unsecured credit facilities approximates fair value because the borrowings are interest rate adjustable. | ||||||||||||||
Senior Unsecured Notes — The fair value of the fixed rate senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of variable rate senior unsecured notes payable approximates fair value because the borrowings are interest rate adjustable. | ||||||||||||||
Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable. | ||||||||||||||
Interest Rate Swap Agreements — Interest rate swap agreements are recorded in other assets or other liabilities on the balance sheet at fair market value. Fair market value is estimated using Level 2 inputs by utilizing pricing models that consider forward yield curves and discount rates. | ||||||||||||||
Foreign Currency Forward Contracts — Foreign currency forward contracts are recorded in other assets or other liabilities on the balance sheet at fair market value. Fair market value is determined using Level 2 inputs by estimating the future value of the currency pair based on existing exchange rates, comprised of current spot and traded forward points, and calculating a present value of the net amount using a discount factor based on observable traded interest rates. | ||||||||||||||
Redeemable OP Unitholder Interests — The fair value of our redeemable unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances. | ||||||||||||||
The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): | ||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
Financial assets: | ||||||||||||||
Mortgage loans receivable | $ | 102,241 | $ | 104,786 | $ | 146,987 | $ | 148,088 | ||||||
Other real estate loans receivable | 215,980 | 217,952 | 185,159 | 188,920 | ||||||||||
Available-for-sale equity investments | - | - | 1,211 | 1,211 | ||||||||||
Cash and cash equivalents | 998,678 | 998,678 | 158,780 | 158,780 | ||||||||||
Foreign currency forward contracts | 46,183 | 46,183 | - | - | ||||||||||
Interest rate swap agreements | 1 | 1 | 38 | 38 | ||||||||||
Financial liabilities: | ||||||||||||||
Borrowings under unsecured credit facilities | $ | - | $ | - | $ | 130,000 | $ | 130,000 | ||||||
Senior unsecured notes | 7,305,414 | 8,034,352 | 7,379,308 | 7,743,730 | ||||||||||
Secured debt | 2,893,814 | 2,953,223 | 3,058,248 | 3,168,775 | ||||||||||
Foreign currency forward contracts | 14,756 | 14,756 | 11,637 | 11,637 | ||||||||||
Redeemable OP unitholder interests | 39,987 | 39,987 | - | - | ||||||||||
Items Measured at Fair Value on a Recurring Basis | ||||||||||||||
The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands): | ||||||||||||||
Fair Value Measurements as of September 30, 2014 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
Interest rate swap agreements, net(1) | $ | 1 | $ | - | $ | 1 | $ | - | ||||||
Foreign currency forward contracts, net(1) | 31,427 | - | 31,427 | - | ||||||||||
Redeemable OP unitholder interests | 39,987 | - | 39,987 | - | ||||||||||
Totals | $ | 71,415 | - | $ | 71,415 | $ | - | |||||||
(1) Please see Note 11 for additional information. | ||||||||||||||
Items Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||
In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired/assumed in business combinations (see Note 3) and asset impairments (if applicable, see Note 5 for impairments of real property and Note 6 for impairments of loans receivable). We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally reside within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of secured debt assumed in business combinations using current interest rates at which similar borrowings could be obtained on the transaction date. |
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
17. Segment Reporting | ||||||||||||||||
We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our five operating segments: seniors housing triple-net, seniors housing operating, medical office buildings, hospitals and life science. Our seniors housing triple-net properties include skilled nursing/post-acute facilities, assisted living facilities, independent living/continuing care retirement communities, care homes (United Kingdom), care homes with nursing (United Kingdom) and combinations thereof. Under the seniors housing triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our seniors housing operating properties include the seniors housing communities referenced above and independent supportive living facilities (Canada) that are owned and/or operated through RIDEA structures (see Notes 3 and 18). | ||||||||||||||||
Our medical facility properties include medical office buildings, hospitals and life science buildings which are aggregated into our medical facilities reportable segment. Our medical office buildings are typically leased to multiple tenants and generally require a certain level of property management. Our hospital investments are leased and we are not involved in the management of the property. Our life science investment represents an investment in an unconsolidated entity (see Note 7). | ||||||||||||||||
The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. There are no intersegment sales or transfers. | ||||||||||||||||
We evaluate performance based upon net operating income from continuing operations (“NOI”) of each segment. We define NOI as total revenues, including tenant reimbursements, less property level operating expenses. We believe NOI provides investors relevant and useful information because it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. | ||||||||||||||||
Non-segment revenue consists mainly of interest income on non-real estate investments and other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI. | ||||||||||||||||
Summary information for the reportable segments is as follows for the periods presented (in thousands): | ||||||||||||||||
Three Months Ended September 30, 2014: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 231,512 | $ | - | $ | 122,636 | $ | - | $ | 354,148 | ||||||
Resident fees and services | - | 482,412 | - | - | 482,412 | |||||||||||
Interest income | 5,852 | 1,054 | 2,438 | - | 9,344 | |||||||||||
Other income | 836 | 325 | 352 | 106 | 1,619 | |||||||||||
Total revenues | 238,200 | 483,791 | 125,426 | 106 | 847,523 | |||||||||||
Property operating expenses | - | 320,895 | 34,262 | - | 355,157 | |||||||||||
Net operating income from continuing operations | 238,200 | 162,896 | 91,164 | 106 | 492,366 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 10,294 | 26,612 | 7,692 | 73,837 | 118,435 | |||||||||||
Loss (gain) on derivatives, net | 52 | -3 | - | - | 49 | |||||||||||
Depreciation and amortization | 63,223 | 95,819 | 41,928 | - | 200,970 | |||||||||||
General and administrative | - | - | - | 30,803 | 30,803 | |||||||||||
Transaction costs | 1,619 | 10,572 | 1,363 | - | 13,554 | |||||||||||
Loss (gain) on extinguishment of debt, net | -36 | - | - | 2,728 | 2,692 | |||||||||||
Other expenses | 8,825 | 1,437 | - | - | 10,262 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 154,223 | $ | 28,459 | $ | 40,181 | $ | -107,262 | $ | 115,601 | ||||||
Total assets | $ | 10,354,397 | $ | 9,248,040 | $ | 4,886,894 | $ | 52,391 | $ | 24,541,722 | ||||||
Three Months Ended September 30, 2013: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 197,950 | $ | - | $ | 110,562 | $ | - | $ | 308,512 | ||||||
Resident fees and services | - | 466,127 | - | - | 466,127 | |||||||||||
Interest income | 5,035 | - | 2,594 | - | 7,629 | |||||||||||
Other income | 778 | 167 | 466 | 32 | 1,443 | |||||||||||
Total revenues | 203,763 | 466,294 | 113,622 | 32 | 783,711 | |||||||||||
Property operating expenses | - | 311,575 | 30,346 | - | 341,921 | |||||||||||
Net operating income from continuing operations | 203,763 | 154,719 | 83,276 | 32 | 441,790 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 5,869 | 24,693 | 8,732 | 76,726 | 116,020 | |||||||||||
Loss (gain) on derivatives, net | 4,872 | - | - | - | 4,872 | |||||||||||
Depreciation and amortization | 57,214 | 144,578 | 39,235 | - | 241,027 | |||||||||||
General and administrative | - | - | - | 28,718 | 28,718 | |||||||||||
Transaction costs | 4,026 | 18,882 | 683 | - | 23,591 | |||||||||||
Loss (gain) on extinguishment of debt, net | - | -5,252 | - | 1,184 | -4,068 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 131,782 | $ | -28,182 | $ | 34,626 | $ | -106,596 | $ | 31,630 | ||||||
Nine Months Ended September 30, 2014: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 671,813 | $ | - | $ | 366,638 | $ | - | $ | 1,038,451 | ||||||
Resident fees and services | - | 1,406,316 | - | - | 1,406,316 | |||||||||||
Interest income | 16,958 | 1,065 | 8,848 | - | 26,871 | |||||||||||
Other income | 1,281 | 1,643 | 1,017 | 198 | 4,139 | |||||||||||
Total revenues | 690,052 | 1,409,024 | 376,503 | 198 | 2,475,777 | |||||||||||
Property operating expenses | - | 939,108 | 101,234 | - | 1,040,342 | |||||||||||
Net operating income from continuing operations | 690,052 | 469,916 | 275,269 | 198 | 1,435,435 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 28,064 | 82,924 | 25,422 | 223,924 | 360,334 | |||||||||||
Loss (gain) on derivatives, net | 125 | 275 | - | - | 400 | |||||||||||
Depreciation and amortization | 186,240 | 334,625 | 127,872 | - | 648,737 | |||||||||||
General and administrative | - | - | - | 115,327 | 115,327 | |||||||||||
Transaction costs | 5,900 | 12,863 | 2,783 | - | 21,546 | |||||||||||
Loss (gain) on extinguishment of debt, net | -36 | 383 | - | 2,728 | 3,075 | |||||||||||
Other expenses | 8,825 | 1,437 | - | - | 10,262 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 460,934 | $ | 37,409 | $ | 119,192 | $ | -341,781 | $ | 275,754 | ||||||
Nine Months Ended September 30, 2013: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 568,764 | $ | - | $ | 331,264 | $ | - | $ | 900,028 | ||||||
Resident fees and services | - | 1,164,446 | - | - | 1,164,446 | |||||||||||
Interest income | 16,311 | 757 | 7,257 | - | 24,325 | |||||||||||
Other income | 1,183 | 169 | 1,539 | 277 | 3,168 | |||||||||||
Total revenues | 586,258 | 1,165,372 | 340,060 | 277 | 2,091,967 | |||||||||||
Property operating expenses | - | 785,050 | 87,651 | - | 872,701 | |||||||||||
Net operating income from continuing operations | 586,258 | 380,322 | 252,409 | 277 | 1,219,266 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 14,921 | 63,175 | 27,097 | 229,128 | 334,321 | |||||||||||
Loss (gain) on derivatives, net | 4,872 | -407 | - | - | 4,465 | |||||||||||
Depreciation and amortization | 166,801 | 338,099 | 118,877 | - | 623,777 | |||||||||||
General and administrative | - | - | - | 79,799 | 79,799 | |||||||||||
Transaction costs | 15,730 | 101,006 | 971 | - | 117,707 | |||||||||||
Loss (gain) on extinguishment of debt, net | - | -5,560 | - | 1,184 | -4,376 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 383,934 | $ | -115,991 | $ | 105,464 | $ | -309,834 | $ | 63,573 | ||||||
Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for our operations for the periods presented (dollars in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep-14 | 30-Sep-13 | 30-Sep-14 | 30-Sep-13 | |||||||||||||
Revenues: | Amount | % | Amount | % | Amount | % | Amount | % | ||||||||
United States | $ | 707,842 | 83.50% | $ | 662,922 | 84.60% | $ | 2,078,863 | 84.00% | $ | 1,827,470 | 87.40% | ||||
International | 139,681 | 16.50% | 120,789 | 15.40% | 396,914 | 16.00% | 264,497 | 12.60% | ||||||||
Total | $ | 847,523 | 100.00% | $ | 783,711 | 100.00% | $ | 2,475,777 | 100.00% | $ | 2,091,967 | 100.00% | ||||
As of | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Assets: | Amount | % | Amount | % | ||||||||||||
United States | $ | 21,199,728 | 86.40% | $ | 19,759,945 | 85.60% | ||||||||||
International | 3,341,994 | 13.60% | 3,324,012 | 14.40% | ||||||||||||
Total | $ | 24,541,722 | 100.00% | $ | 23,083,957 | 100.00% | ||||||||||
Income_Taxes_and_Distributions
Income Taxes and Distributions | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes And Distributions [Abstract] | ' |
Income Taxes And Distributions | ' |
18. Income Taxes and Distributions | |
We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of current year taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes. | |
Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor.” Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property.” A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. | |
Income tax expense reflected in the financial statements primarily represents U.S. federal and state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. During the quarter, we established certain new wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this new holding company structure. The new structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this new holding company structure and all of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. The company will reflect current and deferred tax liabilities for any such withholding taxes incurred as a result of this holding company structure in its consolidated financial statements. | |
The income tax benefit for the three and nine month periods ended September 30, 2014 is due primarily to the elimination of deferred tax liabilities in certain United Kingdom property holding companies which offsets the current year tax provision. The income tax expense for the three and nine month periods ended September 30, 2013 was due to operating income at our TRS entities. Net deferred tax liabilities with respect to our TRS entities totaled $12,310,000 and $19,748,000 as of September 30, 2014 and December 31, 2013, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets. | |
Generally, given current statutes of limitations, we are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2011 and subsequent years and by state taxing authorities for the year ended December 31, 2010 and subsequent years. The company and its subsidiaries are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to our initial investments in Canada made in May 2012, by HM Revenue & Customs for periods subsequent to our initial investments in the United Kingdom made in August 2012 and by Luxembourg taxing authorities generally for periods subsequent to our establishment of certain Luxembourg-based subsidiaries during 2014. | |
The balance of our unrecognized tax benefits as of September 30, 2014 and December 31, 2013 was $927,000 and $6,413,000, respectively. As of September 30, 2014, $6,976,000 (including potential interest and penalties) relating to the April 1, 2011 Genesis HealthCare Corporation transaction (“Genesis Acquisition”) due to the expiration of the applicable statute of limitations. As a part of the Genesis Acquisition, we received a full indemnification from FC-GEN Operations Investment, LLC covering income taxes or other taxes as well as interest and penalties relating to tax positions taken by FC-GEN Operations Investment, LLC prior to the acquisition. Accordingly, an offsetting indemnification asset was recorded in receivables and other assets on the consolidated balance sheet and was reversed as of September 30, 2014. The remaining unrecognized tax benefits, as currently accrued for, have an immaterial impact on the effective tax rate to the extent that they would be recognized. |
Accounting_Policies_and_Relate1
Accounting Policies and Related Matters (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies and Related Matters (Policies) [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014 are not necessarily an indication of the results that may be expected for the year ending December 31, 2014. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. | |
New Accounting Standards | ' |
New Accounting Standards | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which amends U.S. GAAP to require reporting of discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This pronouncement will be effective for the first annual reporting period beginning after December 15, 2014 with early adoption permitted. We adopted ASU 2014-08 on January 1, 2014 on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. Accordingly, the standard is effective for us on January 1, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. | |
Real_Property_Acquisitions_and1
Real Property Acquisitions and Development (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Real property acquisitions and development [Line Items] | ' | ||||||||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ||||||||||
Seniors Housing Triple-net Activity | |||||||||||
Nine Months Ended | |||||||||||
(In thousands) | September 30, 2014(1) | 30-Sep-13 | |||||||||
Land and land improvements | $ | 36,427 | $ | 56,665 | |||||||
Buildings and improvements | 303,273 | 211,903 | |||||||||
Total assets acquired | 339,700 | 268,568 | |||||||||
Non-cash acquisition related activity | -1,937 | - | |||||||||
Cash disbursed for acquisitions | 337,763 | 268,568 | |||||||||
Construction in progress additions | 79,668 | 103,951 | |||||||||
Less: | Capitalized interest | -3,258 | -3,337 | ||||||||
Foreign currency translation | 116 | - | |||||||||
Cash disbursed for construction in progress | 76,526 | 100,614 | |||||||||
Capital improvements to existing properties | 13,481 | 27,819 | |||||||||
Total cash invested in real property, net of cash acquired | $ | 427,770 | $ | 397,001 | |||||||
(1) Includes acquisitions with an aggregate purchase price of $83,615,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||||||||||
Seniors Housing Operating Activity | |||||||||||
Nine Months Ended | |||||||||||
(In thousands) | September 30, 2014(1) | 30-Sep-13 | |||||||||
Land and land improvements | $ | 40,764 | $ | 437,046 | |||||||
Building and improvements | 224,936 | 4,214,254 | |||||||||
Acquired lease intangibles | 10,021 | 377,929 | |||||||||
Construction in progress | 27,957 | - | |||||||||
Restricted cash | - | 41,524 | |||||||||
Receivables and other assets | 5,679 | 81,546 | |||||||||
Total assets acquired(2) | 309,357 | 5,152,299 | |||||||||
Secured debt | -12,846 | -1,261,093 | |||||||||
Accrued expenses and other liabilities | -17,011 | -86,412 | |||||||||
Total liabilities assumed | -29,857 | -1,347,505 | |||||||||
Noncontrolling interests | - | -230,441 | |||||||||
Non-cash acquisition related activity(3) | - | -856,103 | |||||||||
Cash disbursed for acquisitions | 279,500 | 2,718,250 | |||||||||
Construction in progress additions | 6,984 | 1,521 | |||||||||
Less: | Capitalized interest | -293 | -18 | ||||||||
Foreign currency translation | -810 | - | |||||||||
Cash disbursed for construction in progress | 5,881 | 1,503 | |||||||||
Capital improvements to existing properties | 52,177 | 36,813 | |||||||||
Total cash invested in real property, net of cash acquired | $ | 337,558 | $ | 2,756,566 | |||||||
(1) Includes acquisitions with an aggregate purchase price of $262,935,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||||||||||
(2) Excludes $8,476,000 and $87,406,000 of cash acquired during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||
(3) Represents Sunrise loan and noncontrolling interests acquisitions. | |||||||||||
Medical Facilities Activity | |||||||||||
Nine Months Ended | |||||||||||
(In thousands) | September 30, 2014 (1) | 30-Sep-13 | |||||||||
Land and land improvements | $ | 29,588 | $ | - | |||||||
Buildings and improvements | 471,410 | 144,708 | |||||||||
Acquired lease intangibles | 17,440 | - | |||||||||
Restricted cash | - | 505 | |||||||||
Receivables and other assets | 1,245 | 151 | |||||||||
Total assets acquired | 519,683 | 145,364 | |||||||||
Secured debt | -50,500 | -26,300 | |||||||||
Accrued expenses and other liabilities | -9,308 | -479 | |||||||||
Total liabilities assumed | -59,808 | -26,779 | |||||||||
Non-controlling interests | -39,987 | - | |||||||||
Non-cash acquisition activity(2) | -45,836 | -12,056 | |||||||||
Cash disbursed for acquisitions | 374,052 | 106,529 | |||||||||
Construction in progress additions | 71,245 | 87,882 | |||||||||
Less: | Capitalized interest | -1,533 | -1,343 | ||||||||
Accruals(3) | -11,290 | -9,806 | |||||||||
Cash disbursed for construction in progress | 58,422 | 76,733 | |||||||||
Capital improvements to existing properties | 20,666 | 17,887 | |||||||||
Total cash invested in real property | $ | 453,140 | $ | 201,149 | |||||||
(1) Includes acquisitions with an aggregate purchase price of $500,177,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||||||||||
(2) For the nine month period ended September 30, 2014, relates to an acquisition of assets previously financed as real estate loans. Please refer to Note 6 for additional information. For the nine month period ended September 30, 2013, relates to an asset swap transaction. Please refer to Note 5 for additional information. | |||||||||||
(3) Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. | |||||||||||
Summary of construction projects placed into service and generating revenues | ' | ||||||||||
Nine Months Ended | |||||||||||
30-Sep-14 | 30-Sep-13 | ||||||||||
Development projects: | |||||||||||
Seniors housing triple-net | $ | 71,569 | $ | 105,265 | |||||||
Medical facilities | 56,807 | 78,839 | |||||||||
Total development projects | 128,376 | 184,104 | |||||||||
Expansion projects | 17,586 | 14,229 | |||||||||
Total construction in progress conversions | $ | 145,962 | $ | 198,333 | |||||||
Real_Estate_Intangibles_Tables
Real Estate Intangibles (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Real Estate Intangibles (Tables) [Abstract] | ' | ||||||||||||
Summary of real estate intangibles excluding those classified as held for sale | ' | ||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||
Assets: | |||||||||||||
In place lease intangibles | $ | 950,256 | $ | 937,357 | |||||||||
Above market tenant leases | 61,753 | 55,939 | |||||||||||
Below market ground leases | 61,593 | 59,165 | |||||||||||
Lease commissions | 18,765 | 18,293 | |||||||||||
Gross historical cost | 1,092,367 | 1,070,754 | |||||||||||
Accumulated amortization | -749,847 | -571,008 | |||||||||||
Net book value | $ | 342,520 | $ | 499,746 | |||||||||
Weighted-average amortization period in years | 18.8 | 16.7 | |||||||||||
Liabilities: | |||||||||||||
Below market tenant leases | $ | 79,555 | $ | 76,381 | |||||||||
Above market ground leases | 6,709 | 9,490 | |||||||||||
Gross historical cost | 86,264 | 85,871 | |||||||||||
Accumulated amortization | -39,147 | -34,434 | |||||||||||
Net book value | $ | 47,117 | $ | 51,437 | |||||||||
Weighted-average amortization period in years | 13.2 | 14.3 | |||||||||||
Schedule of Real Estate Intangible Amortization | ' | ||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||
Rental income related to above/below market tenant leases, net | $ | 179 | $ | 235 | $ | 423 | $ | 596 | |||||
Property operating expenses related to above/below market ground leases, net | -317 | -303 | -926 | -909 | |||||||||
Depreciation and amortization related to in place lease intangibles and lease commissions | -46,366 | -78,782 | -185,363 | -168,441 | |||||||||
Schedule of the future estimated aggregate amortization of intangible assets and liabilities | ' | ||||||||||||
Assets | Liabilities | ||||||||||||
2014 | $ | 40,573 | $ | 3,328 | |||||||||
2015 | 66,906 | 6,498 | |||||||||||
2016 | 31,821 | 7,264 | |||||||||||
2017 | 23,183 | 5,725 | |||||||||||
2018 | 20,761 | 5,380 | |||||||||||
Thereafter | 159,276 | 18,922 | |||||||||||
Total | $ | 342,520 | $ | 47,117 | |||||||||
Dispositions_Assets_Held_for_S1
Dispositions, Assets Held for Sale and Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Dispositions, Assets Held for Sale and Discontinued Operations (Tables) [Abstract] | ' | |||||||||||||
Summary of real property disposition activity | ' | |||||||||||||
Nine Months Ended | ||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||
Real property dispositions: | ||||||||||||||
Seniors housing triple-net | $ | 56,713 | $ | 138,650 | ||||||||||
Medical facilities | 343,337 | 201,845 | ||||||||||||
Total dispositions | 400,050 | 340,495 | ||||||||||||
Gain (loss) on sales of real property, net | 42,683 | 57,202 | ||||||||||||
Non-cash disposition activity(1) | - | -12,204 | ||||||||||||
Proceeds from real property sales | $ | 442,733 | $ | 385,493 | ||||||||||
(1) Represents non-cash consideration surrendered in an asset swap transaction. Please see Note 3 for additional information. | ||||||||||||||
Reclassification impact as result of classifying properties as discontinued operations | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues: | ||||||||||||||
Rental income | $ | - | $ | 4,027 | $ | 881 | $ | 15,603 | ||||||
Expenses: | ||||||||||||||
Interest expense | - | 522 | 157 | 3,799 | ||||||||||
Property operating expenses | - | 875 | - | 2,605 | ||||||||||
Provision for depreciation | - | 1,954 | - | 6,802 | ||||||||||
Total expenses | - | 3,351 | 157 | 13,206 | ||||||||||
Income (loss) from discontinued operations, net | $ | - | $ | 676 | $ | 724 | $ | 2,397 | ||||||
Summary of disposed properties. | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues: | ||||||||||||||
Rental income | $ | 5,495 | $ | 12,076 | $ | 28,121 | $ | 35,995 | ||||||
Expenses: | ||||||||||||||
Interest expense | 217 | 1,853 | 5,322 | 4,143 | ||||||||||
Property operating expenses | 39 | 673 | 1,243 | 1,753 | ||||||||||
Provision for depreciation | 1,335 | 3,238 | 7,404 | 9,717 | ||||||||||
Total expenses | 1,591 | 5,764 | 13,969 | 15,613 | ||||||||||
Income (loss) from real estate dispositions, net | $ | 3,904 | $ | 6,312 | $ | 14,152 | $ | 20,382 | ||||||
Real_Estate_Loans_Receivable_T
Real Estate Loans Receivable (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Real Estate Loans Receivable (Tables) [Abstract] | ' | |||||||||||||||||||
Summary of real estate loan activity | ' | |||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||||||||
Seniors | Seniors | |||||||||||||||||||
Housing | Medical | Housing | Medical | |||||||||||||||||
Triple-net | Facilities | Totals | Triple-net | Facilities | Totals | |||||||||||||||
Advances on real estate loans receivable: | ||||||||||||||||||||
Investments in new loans | $ | 10,674 | $ | - | $ | 10,674 | $ | 27,392 | $ | 4,095 | $ | 31,487 | ||||||||
Draws on existing loans | 48,055 | 20,535 | 68,590 | 42,772 | 3,077 | 45,849 | ||||||||||||||
Net cash advances on real estate loans | 58,729 | 20,535 | 79,264 | 70,164 | 7,172 | 77,336 | ||||||||||||||
Receipts on real estate loans receivable: | ||||||||||||||||||||
Loan payoffs | 3,950 | 62,608 | 66,558 | 65,768 | 646 | 66,414 | ||||||||||||||
Principal payments on loans | 21,306 | 4,240 | 25,546 | 16,972 | 2,169 | 19,141 | ||||||||||||||
Sub-total | 25,256 | 66,848 | 92,104 | 82,740 | 2,815 | 85,555 | ||||||||||||||
Less: Non-cash activity(1) | - | -45,836 | -45,836 | - | - | - | ||||||||||||||
Net cash receipts on real estate loans | 25,256 | 21,012 | 46,268 | 82,740 | 2,815 | 85,555 | ||||||||||||||
Net cash advances (receipts) on real estate loans | 33,473 | -477 | 32,996 | -12,576 | 4,357 | -8,219 | ||||||||||||||
Change in balance due to foreign currency translation | -1,085 | - | -1,085 | 765 | - | 765 | ||||||||||||||
Net change in real estate loans receivable | $ | 32,388 | $ | -46,313 | $ | -13,925 | $ | -11,811 | $ | 4,357 | $ | -7,454 | ||||||||
(1) Represents an acquisition of assets previously financed as a real estate loan. Please see Note 3 for additional information. |
Credit_Concentration_Tables
Credit Concentration (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Customer Concentration (Tables) [Abstract] | ' | ||||||||
Summary of credit concentration | ' | ||||||||
Number of | Total | Percent of | |||||||
Concentration by investment:(1) | Properties(2) | Investment(2) | Investment(3) | ||||||
Sunrise Senior Living(4) | 132 | $ | 4,142,650 | 19% | |||||
Genesis HealthCare | 180 | 2,670,981 | 12% | ||||||
Revera(4) | 48 | 1,084,547 | 5% | ||||||
Benchmark | 39 | 924,285 | 4% | ||||||
Belmont Village | 19 | 826,674 | 4% | ||||||
Remaining portfolio | 762 | 12,310,135 | 56% | ||||||
Totals | 1,180 | $ | 21,959,272 | 100% | |||||
Genesis is in our seniors housing triple-net segment. Sunrise, Revera, and Belmont Village are in our seniors housing operating segment. Benchmark is in both our seniors housing triple-net and seniors housing operating segments. | |||||||||
Excludes our share of investments in unconsolidated entities. Please see Note 7 for additional information. | |||||||||
Investments with our top five relationships comprised 44% of total investments at December 31, 2013. | |||||||||
Revera owns a controlling interest in Sunrise. | |||||||||
Borrowings_Under_Credit_Facili1
Borrowings Under Credit Facilities and Related Items (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Borrowings Under Credit Facilities and Related Items (Tables) [Abstract] | ' | |||||||||||||
Aggregate borrowings under the unsecured line of credit arrangements | ' | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Balance outstanding at quarter end | $ | - | $ | 847,670 | $ | - | $ | 847,670 | ||||||
Maximum amount outstanding at any month end | $ | 235,000 | $ | 1,019,050 | $ | 637,000 | $ | 1,019,050 | ||||||
Average amount outstanding (total of daily | ||||||||||||||
principal balances divided by days in period) | $ | 100,380 | $ | 562,978 | $ | 253,681 | $ | 527,890 | ||||||
Weighted average interest rate (actual interest | ||||||||||||||
expense divided by average borrowings outstanding) | 1.67% | 1.51% | 1.40% | 1.43% | ||||||||||
Senior_Unsecured_Notes_and_Sec1
Senior Unsecured Notes and Secured Debt (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Senior Unsecured Notes And Secured Debt (Tables) [Abstract] | ' | ||||||||||
Principal payments due on debt obligations | ' | ||||||||||
Senior | Secured | ||||||||||
Unsecured Notes(1,2) | Debt (1,3) | Totals | |||||||||
2014 | $ | - | $ | 50,367 | $ | 50,367 | |||||
2015 | 250,000 | 407,611 | 657,611 | ||||||||
2016 | 700,000 | 395,659 | 1,095,659 | ||||||||
2017 | 450,000 | 353,801 | 803,801 | ||||||||
2018 | 1,173,055 (4,5) | 432,209 | 1,605,264 | ||||||||
Thereafter | 4,769,273 (6) | 1,222,073 | 5,991,346 | ||||||||
Totals | $ | 7,342,328 | $ | 2,861,720 | $ | 10,204,048 | |||||
(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. | |||||||||||
(2) Annual interest rates range from 1.3% to 6.5%. | |||||||||||
(3) Annual interest rates range from 1.0% to 8.0%. Carrying value of the properties securing the debt totaled $5,121,039,000 at September 30, 2014. | |||||||||||
(4) On July 30, 2012, we completed funding on a $250,000,000 Canadian denominated unsecured term loan (approximately $223,055,000 based on the Canadian/U.S. Dollar exchange rate in effect on September 30, 2014). This loan was refinanced on July 25, 2014. See Note 9 for additional information. | |||||||||||
(5) On January 8, 2013, we completed funding on a $500,000,000 unsecured term loan. This loan was refinanced on July 25, 2014. See Note 9 for additional information. | |||||||||||
(6) On November 20, 2013, we completed the sale of £550,000,000 (approximately $891,825,000 based on the Sterling/U.S. Dollar exchange rate in effect on September 30, 2014) of 4.8% senior unsecured notes due 2028. | |||||||||||
Summary of senior unsecured note activity | ' | ||||||||||
Nine Months Ended | |||||||||||
30-Sep-14 | 30-Sep-13 | ||||||||||
Weighted Avg. | Weighted Avg. | ||||||||||
Amount | Interest Rate | Amount | Interest Rate | ||||||||
Beginning balance | $ | 7,421,707 | 4.40% | $ | 5,894,403 | 4.68% | |||||
Debt issued | - | 0.00% | 500,000 | 1.55% | |||||||
Debt redeemed | -47,660 | 3.00% | -219,285 | 3.00% | |||||||
Foreign currency | -31,719 | 3.89% | - | 0.00% | |||||||
Ending balance | $ | 7,342,328 | 4.39% | $ | 6,175,118 | 4.48% | |||||
Secured debt principal activity | ' | ||||||||||
Nine Months Ended | |||||||||||
30-Sep-14 | 30-Sep-13 | ||||||||||
Weighted Avg. | Weighted Avg. | ||||||||||
Amount | Interest Rate | Amount | Interest Rate | ||||||||
Beginning balance | $ | 3,010,711 | 5.09% | $ | 2,311,586 | 5.14% | |||||
Debt issued | 98,100 | 3.23% | 85,140 | 5.05% | |||||||
Debt assumed | 62,505 | 3.11% | 1,241,898 | 4.11% | |||||||
Debt extinguished | -240,355 | 5.66% | -535,367 | 3.52% | |||||||
Principal payments | -45,807 | 4.97% | -40,006 | 5.27% | |||||||
Foreign currency | -23,434 | 3.78% | 2,672 | 4.04% | |||||||
Ending balance | $ | 2,861,720 | 4.94% | $ | 3,065,923 | 5.08% | |||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Derivative Instruments (Tables) [Abstract] | ' | |||||||||||||||
Impact of derivative instruments on the statement of operations and OCI | ' | |||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Derivatives designated as net investment hedges: | ||||||||||||||||
Denominated in Canadian Dollars | $ | 600,000 | $ | 600,000 | ||||||||||||
Denominated in Pounds Sterling | £ | 350,000 | £ | 350,000 | ||||||||||||
Financial instruments designated as net investment hedges: | ||||||||||||||||
Denominated in Canadian Dollars | $ | 250,000 | $ | 250,000 | ||||||||||||
Denominated in Pounds Sterling | £ | 550,000 | £ | 550,000 | ||||||||||||
Derivatives designated as cash flow hedges | ||||||||||||||||
Denominated in U.S. Dollars | $ | 57,000 | $ | 57,000 | ||||||||||||
Denominated in Canadian Dollars | $ | 9,000 | $ | - | ||||||||||||
Denominated in Pounds Sterling | £ | 50,000 | £ | - | ||||||||||||
Derivative instruments not designated: | ||||||||||||||||
Denominated in Canadian Dollars | $ | 918,000 | $ | - | ||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Location | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Gain (loss) on interest rate swap recognized in OCI (effective portion) | OCI | $ | -4 | $ | -4 | $ | -11 | $ | -12 | |||||||
Gain (loss) on interest rate swaps reclassified from AOCI into income (effective portion) | Interest expense | -459 | -477 | -1,338 | -1,428 | |||||||||||
Gain (loss) on forward exchange contracts recognized in income | Gain (loss) on derivatives, net | -49 | -4,872 | -400 | -4,465 | |||||||||||
Gain on release of cumulative translation adjustment related to net investment hedge of an equity investment | Income (loss) from unconsolidated entities | 528 | - | 528 | - | |||||||||||
Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI | OCI | 12,880 | -110,404 | 6,833 | -19,867 | |||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Stockholders' Equity (Tables) [Abstract] | ' | |||||||||||||||
Summary of stockholder's equity capital accounts | ' | |||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Preferred Stock: | ||||||||||||||||
Authorized shares | 50,000,000 | 50,000,000 | ||||||||||||||
Issued shares | 25,875,000 | 26,108,236 | ||||||||||||||
Outstanding shares | 25,875,000 | 26,108,236 | ||||||||||||||
Common Stock, $1.00 par value: | ||||||||||||||||
Authorized shares | 700,000,000 | 400,000,000 | ||||||||||||||
Issued shares | 328,127,314 | 290,024,789 | ||||||||||||||
Outstanding shares | 327,429,765 | 289,563,651 | ||||||||||||||
Summary of preferred stock activity | ' | |||||||||||||||
Nine Months Ended | ||||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||||
Weighted Avg. | Weighted Avg. | |||||||||||||||
Shares | Dividend Rate | Shares | Dividend Rate | |||||||||||||
Beginning balance | 26,108,236 | 6.50% | 26,224,854 | 6.49% | ||||||||||||
Shares converted | -233,236 | 6.00% | - | 0.00% | ||||||||||||
Ending balance | 25,875,000 | 6.50% | 26,224,854 | 6.49% | ||||||||||||
Summary of common stock issuances | ' | |||||||||||||||
Shares Issued | Average Price | Gross Proceeds | Net Proceeds | |||||||||||||
May 2013 public issuance | 23,000,000 | $ | 73.5 | $ | 1,690,500 | $ | 1,630,281 | |||||||||
2013 Dividend reinvestment plan issuances | 2,379,609 | 64.62 | 153,762 | 153,762 | ||||||||||||
2013 Option exercises | 200,467 | 42.45 | 8,509 | 8,509 | ||||||||||||
2013 Senior note conversions | 987,967 | - | - | |||||||||||||
2013 Equity issued in acquisition of noncontrolling interest | 1,108,917 | - | - | |||||||||||||
2013 Totals | 27,676,960 | $ | 1,852,771 | $ | 1,792,552 | |||||||||||
June 2014 public issuance | 16,100,000 | $ | 62.35 | $ | 1,003,835 | $ | 968,517 | |||||||||
September 2014 public issuance | 17,825,000 | 63.75 | 1,136,344 | 1,095,883 | ||||||||||||
2014 Dividend reinvestment plan issuances | 3,114,052 | 60.05 | 186,996 | 186,996 | ||||||||||||
2014 Option exercises | 207,046 | 45.94 | 9,512 | 9,512 | ||||||||||||
2014 Preferred stock conversions | 233,236 | - | - | |||||||||||||
2014 Stock incentive plans, net of forfeitures | 186,837 | - | - | |||||||||||||
2014 Senior note conversions | 199,943 | - | - | |||||||||||||
2014 Totals | 37,866,114 | $ | 2,336,687 | $ | 2,260,908 | |||||||||||
Summary of dividend payments | ' | |||||||||||||||
Nine Months Ended | ||||||||||||||||
30-Sep-14 | 30-Sep-13 | |||||||||||||||
Per Share | Amount | Per Share | Amount | |||||||||||||
Common Stock | $ | 2.385 | $ | 708,923 | $ | 2.295 | $ | 618,992 | ||||||||
Series H Preferred Stock | 0.0079 | 1 | 2.1438 | 750 | ||||||||||||
Series I Preferred Stock | 2.4375 | 35,040 | 2.4375 | 35,039 | ||||||||||||
Series J Preferred Stock | 1.2189 | 14,016 | 1.2189 | 14,016 | ||||||||||||
Totals | $ | 757,980 | $ | 668,797 | ||||||||||||
Summary of accumulated other comprehensive income/(loss) | ' | |||||||||||||||
Unrecognized gains (losses) related to: | ||||||||||||||||
Foreign Currency Translation | Equity Investments | Actuarial losses | Cash Flow Hedges | Total | ||||||||||||
Balance at December 31, 2013 | $ | -17,631 | $ | -389 | $ | -1,452 | $ | -5,059 | $ | -24,531 | ||||||
Other comprehensive income before reclassification adjustments | -29,361 | 389 | - | -11 | -28,983 | |||||||||||
Reclassification amount to net income | (528)(1) | - | - | 1,338 (1) | 810 | |||||||||||
Net current-period other comprehensive income | -29,889 | 389 | - | 1,327 | -28,173 | |||||||||||
Balance at September 30, 2014 | $ | -47,520 | $ | - | $ | -1,452 | $ | -3,732 | $ | -52,704 | ||||||
Balance at December 31, 2012 | $ | -881 | $ | -216 | $ | -2,974 | $ | -6,957 | $ | -11,028 | ||||||
Other comprehensive income before reclassification adjustments | -13,517 | -346 | - | -12 | -13,875 | |||||||||||
Reclassification amount to net income | - | - | - | 1,428 (1) | 1,428 | |||||||||||
Net current-period other comprehensive income | -13,517 | -346 | - | 1,416 | -12,447 | |||||||||||
Balance at September 30, 2013 | $ | -14,398 | $ | -562 | $ | -2,974 | $ | -5,541 | $ | -23,475 | ||||||
(1) Please see Note 11 for additional information. | ||||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Earnings Per Share (Tables) [Abstract] | ' | |||||||||||||
Computation of basic and diluted earnings per share | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Numerator for basic and diluted earnings | ||||||||||||||
per share - net income (loss) attributable | ||||||||||||||
to common stockholders | $ | 136,255 | $ | 20,691 | $ | 258,107 | $ | 67,245 | ||||||
Denominator for basic earnings per | ||||||||||||||
share - weighted average shares | 311,117 | 286,020 | 299,137 | 273,148 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Employee stock options | 202 | 196 | 181 | 235 | ||||||||||
Non-vested restricted shares | 505 | 567 | 506 | 417 | ||||||||||
Convertible senior unsecured notes | 988 | 1,246 | 821 | 1,447 | ||||||||||
Dilutive potential common shares | 1,695 | 2,009 | 1,508 | 2,099 | ||||||||||
Denominator for diluted earnings per | ||||||||||||||
share - adjusted weighted average shares | 312,812 | 288,029 | 300,645 | 275,247 | ||||||||||
Basic earnings per share | $ | 0.44 | $ | 0.07 | $ | 0.86 | $ | 0.25 | ||||||
Diluted earnings per share | $ | 0.44 | $ | 0.07 | $ | 0.86 | $ | 0.24 | ||||||
Disclosure_about_Fair_Value_of1
Disclosure about Fair Value of Financial Instruments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure about Fair Value of Financial Instruments (Tables) [Abstract] | ' | |||||||||||||
Carrying amounts and estimated fair values of financial instruments | ' | |||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
Financial assets: | ||||||||||||||
Mortgage loans receivable | $ | 102,241 | $ | 104,786 | $ | 146,987 | $ | 148,088 | ||||||
Other real estate loans receivable | 215,980 | 217,952 | 185,159 | 188,920 | ||||||||||
Available-for-sale equity investments | - | - | 1,211 | 1,211 | ||||||||||
Cash and cash equivalents | 998,678 | 998,678 | 158,780 | 158,780 | ||||||||||
Foreign currency forward contracts | 46,183 | 46,183 | - | - | ||||||||||
Interest rate swap agreements | 1 | 1 | 38 | 38 | ||||||||||
Financial liabilities: | ||||||||||||||
Borrowings under unsecured credit facilities | $ | - | $ | - | $ | 130,000 | $ | 130,000 | ||||||
Senior unsecured notes | 7,305,414 | 8,034,352 | 7,379,308 | 7,743,730 | ||||||||||
Secured debt | 2,893,814 | 2,953,223 | 3,058,248 | 3,168,775 | ||||||||||
Foreign currency forward contracts | 14,756 | 14,756 | 11,637 | 11,637 | ||||||||||
Redeemable OP unitholder interests | 39,987 | 39,987 | - | - | ||||||||||
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | ' | |||||||||||||
Fair Value Measurements as of September 30, 2014 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||
Interest rate swap agreements, net(1) | $ | 1 | $ | - | $ | 1 | $ | - | ||||||
Foreign currency forward contracts, net(1) | 31,427 | - | 31,427 | - | ||||||||||
Redeemable OP unitholder interests | 39,987 | - | 39,987 | - | ||||||||||
Totals | $ | 71,415 | - | $ | 71,415 | $ | - | |||||||
(1) Please see Note 11 for additional information. | ||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting (Tables) [Abstract] | ' | |||||||||||||||
Summary of information for reportable segments | ' | |||||||||||||||
Three Months Ended September 30, 2014: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 231,512 | $ | - | $ | 122,636 | $ | - | $ | 354,148 | ||||||
Resident fees and services | - | 482,412 | - | - | 482,412 | |||||||||||
Interest income | 5,852 | 1,054 | 2,438 | - | 9,344 | |||||||||||
Other income | 836 | 325 | 352 | 106 | 1,619 | |||||||||||
Total revenues | 238,200 | 483,791 | 125,426 | 106 | 847,523 | |||||||||||
Property operating expenses | - | 320,895 | 34,262 | - | 355,157 | |||||||||||
Net operating income from continuing operations | 238,200 | 162,896 | 91,164 | 106 | 492,366 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 10,294 | 26,612 | 7,692 | 73,837 | 118,435 | |||||||||||
Loss (gain) on derivatives, net | 52 | -3 | - | - | 49 | |||||||||||
Depreciation and amortization | 63,223 | 95,819 | 41,928 | - | 200,970 | |||||||||||
General and administrative | - | - | - | 30,803 | 30,803 | |||||||||||
Transaction costs | 1,619 | 10,572 | 1,363 | - | 13,554 | |||||||||||
Loss (gain) on extinguishment of debt, net | -36 | - | - | 2,728 | 2,692 | |||||||||||
Other expenses | 8,825 | 1,437 | - | - | 10,262 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 154,223 | $ | 28,459 | $ | 40,181 | $ | -107,262 | $ | 115,601 | ||||||
Total assets | $ | 10,354,397 | $ | 9,248,040 | $ | 4,886,894 | $ | 52,391 | $ | 24,541,722 | ||||||
Three Months Ended September 30, 2013: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 197,950 | $ | - | $ | 110,562 | $ | - | $ | 308,512 | ||||||
Resident fees and services | - | 466,127 | - | - | 466,127 | |||||||||||
Interest income | 5,035 | - | 2,594 | - | 7,629 | |||||||||||
Other income | 778 | 167 | 466 | 32 | 1,443 | |||||||||||
Total revenues | 203,763 | 466,294 | 113,622 | 32 | 783,711 | |||||||||||
Property operating expenses | - | 311,575 | 30,346 | - | 341,921 | |||||||||||
Net operating income from continuing operations | 203,763 | 154,719 | 83,276 | 32 | 441,790 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 5,869 | 24,693 | 8,732 | 76,726 | 116,020 | |||||||||||
Loss (gain) on derivatives, net | 4,872 | - | - | - | 4,872 | |||||||||||
Depreciation and amortization | 57,214 | 144,578 | 39,235 | - | 241,027 | |||||||||||
General and administrative | - | - | - | 28,718 | 28,718 | |||||||||||
Transaction costs | 4,026 | 18,882 | 683 | - | 23,591 | |||||||||||
Loss (gain) on extinguishment of debt, net | - | -5,252 | - | 1,184 | -4,068 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 131,782 | $ | -28,182 | $ | 34,626 | $ | -106,596 | $ | 31,630 | ||||||
Nine Months Ended September 30, 2014: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 671,813 | $ | - | $ | 366,638 | $ | - | $ | 1,038,451 | ||||||
Resident fees and services | - | 1,406,316 | - | - | 1,406,316 | |||||||||||
Interest income | 16,958 | 1,065 | 8,848 | - | 26,871 | |||||||||||
Other income | 1,281 | 1,643 | 1,017 | 198 | 4,139 | |||||||||||
Total revenues | 690,052 | 1,409,024 | 376,503 | 198 | 2,475,777 | |||||||||||
Property operating expenses | - | 939,108 | 101,234 | - | 1,040,342 | |||||||||||
Net operating income from continuing operations | 690,052 | 469,916 | 275,269 | 198 | 1,435,435 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 28,064 | 82,924 | 25,422 | 223,924 | 360,334 | |||||||||||
Loss (gain) on derivatives, net | 125 | 275 | - | - | 400 | |||||||||||
Depreciation and amortization | 186,240 | 334,625 | 127,872 | - | 648,737 | |||||||||||
General and administrative | - | - | - | 115,327 | 115,327 | |||||||||||
Transaction costs | 5,900 | 12,863 | 2,783 | - | 21,546 | |||||||||||
Loss (gain) on extinguishment of debt, net | -36 | 383 | - | 2,728 | 3,075 | |||||||||||
Other expenses | 8,825 | 1,437 | - | - | 10,262 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 460,934 | $ | 37,409 | $ | 119,192 | $ | -341,781 | $ | 275,754 | ||||||
Nine Months Ended September 30, 2013: | Seniors Housing Triple-net | Seniors Housing Operating | Medical Facilities | Non-segment / Corporate | Total | |||||||||||
Rental income | $ | 568,764 | $ | - | $ | 331,264 | $ | - | $ | 900,028 | ||||||
Resident fees and services | - | 1,164,446 | - | - | 1,164,446 | |||||||||||
Interest income | 16,311 | 757 | 7,257 | - | 24,325 | |||||||||||
Other income | 1,183 | 169 | 1,539 | 277 | 3,168 | |||||||||||
Total revenues | 586,258 | 1,165,372 | 340,060 | 277 | 2,091,967 | |||||||||||
Property operating expenses | - | 785,050 | 87,651 | - | 872,701 | |||||||||||
Net operating income from continuing operations | 586,258 | 380,322 | 252,409 | 277 | 1,219,266 | |||||||||||
Reconciling items: | ||||||||||||||||
Interest expense | 14,921 | 63,175 | 27,097 | 229,128 | 334,321 | |||||||||||
Loss (gain) on derivatives, net | 4,872 | -407 | - | - | 4,465 | |||||||||||
Depreciation and amortization | 166,801 | 338,099 | 118,877 | - | 623,777 | |||||||||||
General and administrative | - | - | - | 79,799 | 79,799 | |||||||||||
Transaction costs | 15,730 | 101,006 | 971 | - | 117,707 | |||||||||||
Loss (gain) on extinguishment of debt, net | - | -5,560 | - | 1,184 | -4,376 | |||||||||||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | $ | 383,934 | $ | -115,991 | $ | 105,464 | $ | -309,834 | $ | 63,573 | ||||||
The following is a summary of geographic information for our operations for the periods presented (dollars in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep-14 | 30-Sep-13 | 30-Sep-14 | 30-Sep-13 | |||||||||||||
Revenues: | Amount | % | Amount | % | Amount | % | Amount | % | ||||||||
United States | $ | 707,842 | 83.50% | $ | 662,922 | 84.60% | $ | 2,078,863 | 84.00% | $ | 1,827,470 | 87.40% | ||||
International | 139,681 | 16.50% | 120,789 | 15.40% | 396,914 | 16.00% | 264,497 | 12.60% | ||||||||
Total | $ | 847,523 | 100.00% | $ | 783,711 | 100.00% | $ | 2,475,777 | 100.00% | $ | 2,091,967 | 100.00% | ||||
As of | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Assets: | Amount | % | Amount | % | ||||||||||||
United States | $ | 21,199,728 | 86.40% | $ | 19,759,945 | 85.60% | ||||||||||
International | 3,341,994 | 13.60% | 3,324,012 | 14.40% | ||||||||||||
Total | $ | 24,541,722 | 100.00% | $ | 23,083,957 | 100.00% | ||||||||||
Business_Details
Business (Details) | Sep. 30, 2014 | |
Number | ||
properties | ||
Business [Line Items] | ' | |
Number of properties in diversified portfolio | 1,180 | [1],[2] |
Number of states in diversified portfolio | 46 | |
Controlling [Member] | ' | |
Business [Line Items] | ' | |
Number of properties in diversified portfolio | 1,246 | |
[1] | (1)B B B B Genesis is in our seniors housing triple-net segment. Sunrise, Revera, and Belmont Village are in our seniors housing operating segment. Benchmark is in both our seniors housing triple-net and seniors housing operating segments. | |
[2] | (2)B B B B Excludes our share of investments in unconsolidated entities. Please see Note ##7NOTE for additional information. |
Real_Property_Acquisitions_and2
Real Property Acquisitions and Development (Details 1) (USD $) | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | |||
Senior housing - triple net [Member] | ' | ' | ||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ' | ||
Land and land improvements | $36,427,000 | [1] | $56,665,000 | |
Buildings and improvements | 303,273,000 | [1] | 211,903,000 | |
Total assets acquired | 339,700,000 | [1] | 268,568,000 | |
Non-cash acquisition related activity | -1,937,000 | [1] | 0 | |
Cash disbursed for acquisitions | 337,763,000 | [1] | 268,568,000 | |
Construction in progress additions | 79,668,000 | [1] | 103,951,000 | |
Less: Capitalized Interest | -3,258,000 | [1] | -3,337,000 | |
Less: Foreign currency translation | 116,000 | [1] | 0 | |
Cash disbursed for construction in progress | 76,526,000 | [1] | 100,614,000 | |
Capital improvements to existing properties | 13,481,000 | [1] | 27,819,000 | |
Total cash invested in real property | 427,770,000 | [1] | 397,001,000 | |
Senior housing - triple net [Member] | Preliminary [Member] | ' | ' | ||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ' | ||
Total cash invested in real property | 116,134,000 | ' | ||
Senior housing - operating [Member] | ' | ' | ||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ' | ||
Land and land improvements | 40,764,000 | [2] | 437,046,000 | |
Buildings and improvements | 224,936,000 | [2] | 4,214,254,000 | |
Acquired lease intangibles | 10,021,000 | [2] | 377,929,000 | |
Acquired Construction in Progress | 27,957,000 | [2] | ' | |
Restricted cash | 0 | [2] | 41,524,000 | |
Receivables and other assets | 5,679,000 | [2] | 81,546,000 | |
Total assets acquired | 309,357,000 | [2],[3] | 5,152,299,000 | [3] |
Secured debt | -12,846,000 | [2] | -1,261,093,000 | |
Accrued expenses and other liabilities | -17,011,000 | [2] | -86,412,000 | |
Total liabilities assumed | -29,857,000 | [2] | -1,347,505,000 | |
Noncontrolling interests | 0 | [2] | -230,441,000 | |
Non-cash acquisition related activity | 0 | [2] | -856,103,000 | [4] |
Cash disbursed for acquisitions | 279,500,000 | [2] | 2,718,250,000 | |
Construction in progress additions | 6,984,000 | [2] | 1,521,000 | |
Less: Capitalized Interest | -293,000 | [2] | -18,000 | |
Less: Foreign currency translation | -810,000 | ' | ||
Cash disbursed for construction in progress | 5,881,000 | [2] | 1,503,000 | |
Capital improvements to existing properties | 52,177,000 | [2] | 36,813,000 | |
Total cash invested in real property | 337,558,000 | [2] | 2,756,566,000 | |
Cash Acquired from Acquisition | 245,000 | [2] | 60,590,000 | |
Senior housing - operating [Member] | Preliminary [Member] | ' | ' | ||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ' | ||
Total cash invested in real property | 23,922,000 | ' | ||
Medical facilities [Member] | ' | ' | ||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ' | ||
Land and land improvements | 29,588,000 | [5] | 0 | |
Buildings and improvements | 471,410,000 | [5] | 144,708,000 | |
Acquired lease intangibles | 17,440,000 | [5] | 0 | |
Restricted cash | ' | 505,000 | ||
Receivables and other assets | 1,245,000 | [5] | 151,000 | |
Total assets acquired | 519,683,000 | [5] | 145,364,000 | |
Secured debt | -50,500,000 | [5] | -26,300,000 | |
Accrued expenses and other liabilities | -9,308,000 | [5] | -479,000 | |
Total liabilities assumed | -59,808,000 | [5] | -26,779,000 | |
Noncontrolling interests | -39,987,000 | [5] | ' | |
Non-cash acquisition related activity | -45,836,000 | [5],[6] | -12,056,000 | [6] |
Cash disbursed for acquisitions | 374,052,000 | [5] | 106,529,000 | |
Construction in progress additions | 71,245,000 | [5] | 87,882,000 | |
Less: Capitalized Interest | -1,533,000 | [5] | -1,343,000 | |
Less: Accruals | -11,290,000 | [5],[7] | -9,806,000 | [7] |
Cash disbursed for construction in progress | 58,422,000 | [5] | 76,733,000 | |
Capital improvements to existing properties | 20,666,000 | [5] | 17,887,000 | |
Total cash invested in real property | 453,140,000 | [5] | 201,149,000 | |
Medical facilities [Member] | Preliminary [Member] | ' | ' | ||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ' | ' | ||
Total cash invested in real property | $200,295,000 | ' | ||
[1] | (1) Includes acquisitions with an aggregate purchase price of $83,615,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||
[2] | (1) Includes acquisitions with an aggregate purchase price of $262,935,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||
[3] | (2) Excludes $8,476,000 and $87,406,000 of cash acquired during the nine months ended September 30, 2014 and 2013, respectively. | |||
[4] | (3) Represents Sunrise loan and noncontrolling interests acquisitions. | |||
[5] | (1) Includes acquisitions with an aggregate purchase price of $500,177,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||
[6] | (3) Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. | |||
[7] | (2) For the nine month period ended September 30, 2014, relates to an acquisition of assets previously financed as real estate loans. Please refer to Note 6 for additional information. For the nine month period ended September 30, 2013, relates to an asset swap transaction. Please refer to Note 5 for additional information. |
Real_Property_Acquisitions_and3
Real Property Acquisitions and Development (Details 2) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Development projects: | ' | ' |
Total development projects | $128,376,000 | $184,104,000 |
Expansion projects | 17,586,000 | 14,229,000 |
Total construction in progress conversions | 145,962,000 | 198,333,000 |
Medical facilities [Member] | ' | ' |
Development projects: | ' | ' |
Total development projects | 56,807,000 | 78,839,000 |
Seniors Housing Facilities Triple Net [Member] | ' | ' |
Development projects: | ' | ' |
Total development projects | $71,569,000 | $105,265,000 |
Real_Estate_Intangibles_Detail
Real Estate Intangibles (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Intangible Assets: | ' | ' |
Gross historical cost | $1,092,367,000 | $1,070,754,000 |
Accumulated amortization | 749,847,000 | 571,008,000 |
Net book value | 342,520,000 | 499,746,000 |
Weighted-average amortization period in years | '18 years 9 months | '16 years 8 months |
Intangible Liabilities: | ' | ' |
Gross historical cost | 86,264,000 | 85,871,000 |
Accumulated amortization | 39,147,000 | 34,434,000 |
Net book value | 47,117,000 | 51,437,000 |
Weighted-average amortization period in years | '13 years 2 months | '14 years 4 months |
Intangible Liability [Member] | ' | ' |
Estimated Aggregate Amortization Expense For Acquired Lease Intangibles Expected To Be Recognized [Line Items] | ' | ' |
2014 | 3,328,000 | ' |
2015 | 6,498,000 | ' |
2016 | 7,264,000 | ' |
2017 | 5,725,000 | ' |
2018 | 5,380,000 | ' |
Thereafter | 18,922,000 | ' |
Intangible Asset [Member] | ' | ' |
Estimated Aggregate Amortization Expense For Acquired Lease Intangibles Expected To Be Recognized [Line Items] | ' | ' |
2014 | 40,573,000 | ' |
2015 | 66,906,000 | ' |
2016 | 31,821,000 | ' |
2017 | 23,183,000 | ' |
2018 | 20,761,000 | ' |
Thereafter | 159,276,000 | ' |
In place lease intangibles [Member] | ' | ' |
Intangible Assets: | ' | ' |
Gross historical cost | 950,256,000 | 937,357,000 |
Above market tenant leases [Member] | ' | ' |
Intangible Assets: | ' | ' |
Gross historical cost | 61,753,000 | 55,939,000 |
Below market ground leases [Member] | ' | ' |
Intangible Assets: | ' | ' |
Gross historical cost | 61,593,000 | 59,165,000 |
Lease commissions [Member] | ' | ' |
Intangible Assets: | ' | ' |
Gross historical cost | 18,765,000 | 18,293,000 |
Below market tenant leases [Member] | ' | ' |
Intangible Liabilities: | ' | ' |
Gross historical cost | 79,555,000 | 76,381,000 |
Above market ground leases [Member] | ' | ' |
Intangible Liabilities: | ' | ' |
Gross historical cost | $6,709,000 | $9,490,000 |
Real_Estate_Intangibles_Detail1
Real Estate Intangibles (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Real Estate Intangible Amortization [Abstract] | ' | ' | ' | ' |
Rental income related to above/below market tenant leases, net | $179,000 | $235,000 | $423,000 | $596,000 |
Property operating expenses related to above/below market ground leases, net | -317,000 | -303,000 | -926,000 | -909,000 |
Depreciation and amortization related to in place lease intangibles and lease commissions | ($46,366,000) | ($78,782,000) | ($185,363,000) | ($168,441,000) |
Dispositions_Assets_Held_for_S2
Dispositions, Assets Held for Sale and Discontinued Operations (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | ||
Real property dispositions: | ' | ' | ' | |
Total dispositions | $400,050,000 | $340,495,000 | ' | |
Net loss (gain) on sales of properties | -42,683,000 | -57,202,000 | ' | |
Noncash disposition activity | ' | -12,204,000 | [1] | ' |
Real property held for sale, net of accumulated depreciation | 47,463,000 | ' | 18,502,000 | |
Proceeds from sales of real property | 442,733,000 | 385,493,000 | ' | |
Seniors Housing Facilities Triple Net [Member] | ' | ' | ' | |
Real property dispositions: | ' | ' | ' | |
Total dispositions | 56,713,000 | 138,650,000 | ' | |
Net loss (gain) on sales of properties | 6,411,000 | ' | ' | |
Real property held for sale, net of accumulated depreciation | 18,502,000 | ' | ' | |
Medical facilities [Member] | ' | ' | ' | |
Real property dispositions: | ' | ' | ' | |
Total dispositions | $343,337,000 | $201,845,000 | ' | |
[1] | (1) Represents non-cash consideration surrendered in an asset swap transaction. Please see Note 3 for additional information. |
Dispositions_Assets_Held_for_S3
Dispositions, Assets Held for Sale and Discontinued Operations (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Rental income, discontinued | $0 | $4,027,000 | $881,000 | $15,603,000 |
Expenses: | ' | ' | ' | ' |
Interest expense, discontinued | 0 | 522,000 | 157,000 | 3,799,000 |
Property operating expenses, discontinued | 0 | 875,000 | 0 | 2,605,000 |
Provision for depreciation, discontinued | 0 | 1,954,000 | 0 | 6,802,000 |
Expenses, discontinued | 0 | 3,351,000 | 157,000 | 13,206,000 |
Income (loss) from discontinued operations, net | $0 | $676,000 | $724,000 | $2,397,000 |
Dispositions_Assets_Held_for_S4
Dispositions, Assets Held for Sale and Discontinued Operations (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Rental income, disposed | $5,495,000 | $12,076,000 | $28,121,000 | $35,995,000 |
Expenses: | ' | ' | ' | ' |
Interest expense, disposed | 217,000 | 1,853,000 | 5,322,000 | 4,143,000 |
Property operating expenses, disposed | 39,000 | 673,000 | 1,243,000 | 1,753,000 |
Depreciation expense, disposed | 1,335,000 | 3,238,000 | 7,404,000 | 9,717,000 |
Expenses, disposed | 1,591,000 | 5,764,000 | 13,969,000 | 15,613,000 |
Income (loss) from disposed properties | $3,904,000 | $6,312,000 | $14,152,000 | $20,382,000 |
Real_Estate_Loans_Receivable_D
Real Estate Loans Receivable (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | ||
Advances on real estate loans receivable: | ' | ' | |
Investments in new loans | $10,674,000 | $31,487,000 | |
Draws on existing loans | 68,590,000 | 45,849,000 | |
Net cash advances on real estate loans | 79,264,000 | 77,336,000 | |
Receipts on real estate loans receivable: | ' | ' | |
Loan payoffs | 66,558,000 | 66,414,000 | |
Principal payments on loans | 25,546,000 | 19,141,000 | |
Total receipts on real estate loans | 46,268,000 | 85,555,000 | |
Net advances (receipts) on real estate loans | 32,996,000 | -8,219,000 | |
Non Cash Decrease In Real Estate Loans Receivable | -45,836,000 | [1] | ' |
Change in balance due to foreign currency translation | -1,085,000 | 765,000 | |
Net change Real Estate Loans Receivable | -13,925,000 | -7,454,000 | |
Seniors Housing Facilities Triple Net [Member] | ' | ' | |
Advances on real estate loans receivable: | ' | ' | |
Investments in new loans | 10,674,000 | 27,392,000 | |
Draws on existing loans | 48,055,000 | 42,772,000 | |
Net cash advances on real estate loans | 58,729,000 | 70,164,000 | |
Receipts on real estate loans receivable: | ' | ' | |
Loan payoffs | 3,950,000 | 65,768,000 | |
Principal payments on loans | 21,306,000 | 16,972,000 | |
Total receipts on real estate loans | 25,256,000 | 82,740,000 | |
Net advances (receipts) on real estate loans | 33,473,000 | -12,576,000 | |
Change in balance due to foreign currency translation | -1,085,000 | 765,000 | |
Net change Real Estate Loans Receivable | 32,388,000 | -11,811,000 | |
Medical facilities [Member] | ' | ' | |
Advances on real estate loans receivable: | ' | ' | |
Investments in new loans | 0 | 4,095,000 | |
Draws on existing loans | 20,535,000 | 3,077,000 | |
Net cash advances on real estate loans | 20,535,000 | 7,172,000 | |
Receipts on real estate loans receivable: | ' | ' | |
Loan payoffs | 62,608,000 | 646,000 | |
Principal payments on loans | 4,240,000 | 2,169,000 | |
Total receipts on real estate loans | 21,012,000 | 2,815,000 | |
Net advances (receipts) on real estate loans | -477,000 | 4,357,000 | |
Non Cash Decrease In Real Estate Loans Receivable | -45,836,000 | [1] | ' |
Change in balance due to foreign currency translation | 0 | 0 | |
Net change Real Estate Loans Receivable | ($46,313,000) | $4,357,000 | |
[1] | (1) Represents an acquisition of assets previously financed as a real estate loan. Please see Note 3 for additional information. |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Entities (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Income (loss) from unconsolidated entities | ($2,632,000) | ($331,000) | ($19,705,000) | ($3,529,000) | ' |
Equity Investments | 656,213,000 | ' | 656,213,000 | ' | 479,629,000 |
Chartwell [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 41 | ' | 41 | ' | ' |
Unamortized basis difference | 8,052,000 | ' | 8,052,000 | ' | ' |
Chartwell [Member] | Controlling [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 3 | ' | 3 | ' | ' |
Chartwell [Member] | Non Controlling [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 38 | ' | 38 | ' | ' |
Percentage of partnership owned | 50.00% | ' | 50.00% | ' | ' |
Forest City [Member] | Non Controlling [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 7 | ' | 7 | ' | ' |
Percentage of partnership owned | 49.00% | ' | 49.00% | ' | ' |
Sunrise [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 54 | ' | 54 | ' | ' |
Sunrise [Member] | Controlling [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 49 | ' | 49 | ' | ' |
Sunrise [Member] | Non Controlling [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Percentage of partnership owned | 20.00% | ' | 20.00% | ' | ' |
Additional ownership acquired | ' | ' | '4% | ' | ' |
Senior Resource Group [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Equity Investments | 214,832,000 | ' | 214,832,000 | ' | ' |
Unamortized basis difference | $169,266,208 | ' | $169,266,208 | ' | ' |
Senior Resource Group [Member] | Non Controlling [Member] | ' | ' | ' | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' |
Number of properties in portfolio | 10 | ' | 10 | ' | ' |
Percentage of partnership owned | 46.79% | ' | 46.79% | ' | ' |
Credit_Concentration_Details
Credit Concentration (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | ||
properties | |||
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 1,180 | [1],[2] | ' |
Net real estate investments | $21,959,272,000 | [1],[2] | $21,680,221,000 |
Percent of Investment | 100.00% | [1],[3] | ' |
Credit Concentration (Textual) [Abstract] | ' | ' | |
Percentage total investments with top five customers | ' | 44.00% | |
Genesis HealthCare [Member] | ' | ' | |
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 180 | [1],[2] | ' |
Net real estate investments | 2,670,981,000 | [1],[2] | ' |
Percent of Investment | 12.00% | [1],[3] | ' |
Benchmark Senior Living [Member] | ' | ' | |
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 39 | [1],[2] | ' |
Net real estate investments | 924,285,000 | [1],[2] | ' |
Percent of Investment | 4.00% | [1],[3] | ' |
Remaining Portfolio [Member] | ' | ' | |
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 762 | [1],[2] | ' |
Net real estate investments | 12,310,135,000 | [1],[2] | ' |
Percent of Investment | 56.00% | [1],[3] | ' |
Belmont Village [Member] | ' | ' | |
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 19 | [1],[2] | ' |
Net real estate investments | 826,674,000 | [1],[2] | ' |
Percent of Investment | 4.00% | [1],[3] | ' |
Sunrise Senior Living [Member] | ' | ' | |
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 132 | [1],[2],[4] | ' |
Net real estate investments | 4,142,650,000 | [1],[2],[4] | ' |
Percent of Investment | 19.00% | [1],[3],[4] | ' |
Revera [Member] | ' | ' | |
Concentration by investment: | ' | ' | |
Number of properties in diversified portfolio | 48 | [1],[2],[4] | ' |
Net real estate investments | $1,084,547,000 | [1],[2],[4] | ' |
Percent of Investment | 5.00% | [1],[3],[4] | ' |
[1] | (1)B B B B Genesis is in our seniors housing triple-net segment. Sunrise, Revera, and Belmont Village are in our seniors housing operating segment. Benchmark is in both our seniors housing triple-net and seniors housing operating segments. | ||
[2] | (2)B B B B Excludes our share of investments in unconsolidated entities. Please see Note ##7NOTE for additional information. | ||
[3] | (3)B B B B Investments with our top five relationships comprised 44% of total investments at ##D<PYE>. | ||
[4] | (4)B B B B Revera owns a controlling interest in Sunrise. |
Borrowings_Under_Credit_Facili2
Borrowings Under Credit Facilities and Related Items (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | CAD | GBP (£) | USD ($) | |
Aggregate borrowings under the unsecured line of credit arrangements | ' | ' | ' | ' | ' | ' | ' |
Balance outstanding at quarter end | $0 | $847,670,000 | $0 | $847,670,000 | 0 | £ 0 | $130,000,000 |
Maximum amount outstanding at any month end | 235,000,000 | 1,019,050,000 | 637,000,000 | 1,019,050,000 | ' | ' | ' |
Average amount outstanding (total of daily principal balances divided by days in period) | $100,380,000 | $562,978,000 | $253,681,000 | $527,890,000 | ' | ' | ' |
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 1.67% | 1.51% | 1.40% | 1.43% | ' | ' | ' |
Borrowings_Under_Credit_Facili3
Borrowings Under Credit Facilities and Related Items (Details Textual) | 1 Months Ended | 9 Months Ended | ||||
Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
USD ($) | CAD | GBP (£) | USD ($) | USD ($) | ||
Number | ||||||
Line Of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' |
Unsecured line of credit arrangement | ' | $2,500,000,000 | ' | ' | ' | ' |
Additional unsecured line of credit arrangement | ' | 1,000,000,000 | ' | ' | ' | ' |
Maximum aggregate commitment | ' | 3,500,000,000 | ' | ' | ' | ' |
Number of banks in consortium | ' | 28 | 28 | 28 | ' | ' |
Available to borrow in alternate currencies | ' | 500,000,000 | ' | ' | ' | ' |
Agent bank's prime rate of interest | ' | 1.20% | 1.20% | 1.20% | ' | ' |
Interest Rate margin | ' | 1.05% | 1.05% | 1.05% | ' | ' |
Annual facility fee for each bank based on commitment amount | 0.20% | 0.20% | 0.20% | 0.20% | ' | ' |
Balance outstanding at quarter end | ' | 0 | 0 | 0 | 130,000,000 | 847,670,000 |
Term Loan Interest Rate Margin | ' | 1.15% | 1.15% | 1.15% | ' | ' |
HCN Term Loan | ' | 500,000,000 | ' | ' | ' | ' |
HCN Canadian Denomiated Term Loan | ' | $250,000,000 | ' | ' | ' | ' |
Senior_Unsecured_Notes_and_Sec2
Senior Unsecured Notes and Secured Debt (Details) | 9 Months Ended | 3 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |||
USD ($) | USD ($) | Senior Unsecured Notes [Member] | Secured Debt [Member] | Canadian Denominated Unsecured Term Loan [Member] | Canadian Denominated Unsecured Term Loan [Member] | Unsecured Line of Credit Term Loan [Member] | UKDebt [Member] | UKDebt [Member] | |||
USD ($) | USD ($) | USD ($) | CAD | USD ($) | USD ($) | GBP (£) | |||||
Principal payments due on debt obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
2014 | $50,367,000 | ' | $0 | [1],[2] | $50,367,000 | [1],[3] | ' | ' | ' | ' | ' |
2015 | 657,611,000 | ' | 250,000,000 | [1],[2],[4] | 407,611,000 | [1],[3] | ' | ' | ' | ' | ' |
2016 | 1,095,659,000 | ' | 700,000,000 | [1],[2],[5] | 395,659,000 | [1],[3] | ' | ' | ' | ' | ' |
2017 | 803,801,000 | ' | 450,000,000 | [1],[2] | 353,801,000 | [1],[3] | ' | ' | ' | ' | ' |
2018 | 1,605,264,000 | ' | 1,173,055,000 | [1],[2] | 432,209,000 | [1],[3] | ' | ' | ' | ' | ' |
Thereafter | 5,991,346,000 | ' | 4,769,273,000 | [1],[2],[6] | 1,222,073,000 | [1],[3] | ' | ' | ' | ' | ' |
Totals | 10,204,048,000 | ' | 7,342,328,000 | [1],[2] | 2,861,720,000 | [1],[3] | ' | ' | ' | ' | ' |
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Notes, annual stated interest rates, Minimum | ' | ' | 1.50% | 1.00% | ' | ' | ' | ' | ' | ||
Notes, annual stated interest rates, Maximum | ' | ' | 6.50% | 8.00% | ' | ' | ' | ' | ' | ||
Senior unsecured notes issued amount | ' | ' | ' | ' | ' | ' | ' | 891,825,000 | 550,000,000 | ||
Senior unsecured notes | 7,305,414,000 | 7,379,308,000 | ' | ' | 223,055,000 | 250,000,000 | 500,000,000 | ' | ' | ||
Secured debt | 2,893,814,000 | 3,058,248,000 | ' | ' | ' | ' | ' | ' | ' | ||
Carrying values of properties securing the debt | ' | ' | ' | $5,121,039,000 | ' | ' | ' | ' | ' | ||
Interest Rate margin | 1.05% | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. | ||||||||||
[2] | (2) Annual interest rates range from 1.3% to 6.5%. | ||||||||||
[3] | (3) Annual interest rates range from 1.0% to 8.0%. Carrying value of the properties securing the debt totaled $5,121,039,000 at September 30, 2014. | ||||||||||
[4] | (4) On July 30, 2012, we completed funding on a $250,000,000 Canadian denominated unsecured term loan (approximately $223,055,000 based on the Canadian/U.S. Dollar exchange rate in effect on September 30, 2014). This loan was refinanced on July 25, 2014. See Note 9 for additional information. | ||||||||||
[5] | (5) On January 8, 2013, we completed funding on a $500,000,000 unsecured term loan. This loan was refinanced on July 25, 2014. See Note 9 for additional information. | ||||||||||
[6] | (6) On November 20, 2013, we completed the sale of £550,000,000 (approximately $891,825,000 based on the Sterling/U.S. Dollar exchange rate in effect on September 30, 2014) of 4.8% senior unsecured notes due 2028. |
Senior_Unsecured_Notes_and_Sec3
Senior Unsecured Notes and Secured Debt (Details 1) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Unsecured note issuances | ' | ' | ' | ' |
Senior unsecured debt issued | $0 | $497,862,000 | ' | ' |
Senior unsecured debt redeemed | -47,591,000 | -217,615,000 | ' | ' |
Excluding Fair Value Adjustments [Member] | ' | ' | ' | ' |
Unsecured note issuances | ' | ' | ' | ' |
Senior unsecured debt balance | 7,342,328,000 | 6,175,118,000 | 7,421,707,000 | 5,894,403,000 |
Senior unsecured debt issued | 0 | 500,000,000 | ' | ' |
Senior unsecured debt redeemed | -47,660,000 | -219,285,000 | ' | ' |
Senior unsecured debt foreign currency | ($31,719,000) | $0 | ' | ' |
Senior unsecured debt balance average rate | 0.04388 | 0.0448 | 0.044 | 0.04675 |
Senior unsecured debt issued average rate | 0 | 0.01552 | ' | ' |
Senior unsecured debt redeemed average rate | 0.03 | 0.03 | ' | ' |
Senior unsecured debt foreign currency average rate | 0.03892 | 0 | ' | ' |
Senior_Unsecured_Notes_and_Sec4
Senior Unsecured Notes and Secured Debt (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Secured debt principal activity | ' | ' | ' | ' |
Secured debt issued | $98,100,000 | $85,140,000 | ' | ' |
Secured debt extinguished | 286,162,000 | 575,373,000 | ' | ' |
Excluding Fair Value Adjustments [Member] | ' | ' | ' | ' |
Secured debt principal activity | ' | ' | ' | ' |
Secured debt principal balance | 2,861,720,000 | 3,065,923,000 | 3,010,711,000 | 2,311,586,000 |
Secured debt issued | 98,100,000 | 85,140,000 | ' | ' |
Secured debt assumed | 62,505,000 | 1,241,898,000 | ' | ' |
Secured debt extinguished | -240,355,000 | -535,367,000 | ' | ' |
Secured debt principal payments | -45,807,000 | -40,006,000 | ' | ' |
Secured debt foreign currency | ($23,434,000) | $2,672,000 | ' | ' |
Secured debt principal balance average rate | 0.0494 | 0.0508 | 0.0509 | 0.0514 |
Secured debt principal issued average rate | 0.0323 | 0.0505 | ' | ' |
Secured debt principal assumed average rate | 0.0311 | 0.0411 | ' | ' |
Secured debt principal extinguished average rate | 0.0566 | 0.0352 | ' | ' |
Secured debt principal payment average rate | 0.0497 | 0.0527 | ' | ' |
Secured debt principal foreign currency average rate | 0.0378 | 0.0404 | ' | ' |
Derivative_Instruments_Details
Derivative Instruments (Details) | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
Derivative [Member] | Derivative [Member] | Derivative [Member] | Derivative [Member] | Financial Instruments [Member] | Financial Instruments [Member] | Financial Instruments [Member] | Financial Instruments [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Cash Flow Hedging [Member] | Non Designated [Member] | Non Designated [Member] | |
CAD | GBP (£) | CAD | GBP (£) | CAD | GBP (£) | CAD | GBP (£) | USD ($) | CAD | GBP (£) | USD ($) | CAD | CAD | |
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative notional amount | 600,000,000 | £ 350,000,000 | 600,000,000 | £ 350,000,000 | 250,000,000 | £ 550,000,000 | 250,000,000 | £ 550,000,000 | $57,000,000 | 9,000,000 | £ 50,000,000 | $57,000,000 | 918,000,000 | 0 |
Derivative_Instruments_Details1
Derivative Instruments (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Derivative [Line Items] | ' | ' | ' | ' |
Loss (gain) on derivatives, net | $49,000 | $4,872,000 | $400,000 | $4,465,000 |
Interest Rate Swap [Member] | ' | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' | ' |
Gain (loss) recognized in OCI | -4,000 | -4,000 | -11,000 | -12,000 |
Gain (loss) on interest rate swaps recalssified from AOCI into income (effective portion) | -459,000 | -477,000 | -1,338,000 | -1,428,000 |
Foreign Exchange Contract [Member] | ' | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' | ' |
Gain (loss) recognized in OCI | 12,880,000 | -110,404,000 | 6,833,000 | -19,867,000 |
Gain on Release of cumulative translation adjustment related to net investment hedge of an equity investment | $528,000 | ' | $528,000 | ' |
Derivative_Instruments_Textual
Derivative Instruments (Textual) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Derivative Instruments [Abstract] | ' |
Cash Flow Hedge Gain Loss To Be Reclassified Within Twelve Months 2 | $613,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Number | ||
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Number of outstanding letters of credit | 6 | ' |
Letter of credit obligation | $10,769,000 | ' |
Outstanding construction financings for leased properties | 179,356,000 | 141,085,000 |
Additional financing to complete construction | 217,337,000 | ' |
Total contingent purchase obligations | 39,988,000 | ' |
Minimum part of economic life of the leased asset to be classified as capital lease | 75.00% | ' |
Minimum net present value of the future minimum lease payments to be classified as capital lease. | 90.00% | ' |
Operating lease obligations relating to certain ground leases | 857,034,000 | ' |
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | 27,967,000 | ' |
Capital Leases, Future Minimum Payments Due | 113,075,000 | ' |
Purchase Obligation for Acquisitions Expected to be Completed before YE | 1,083,370,000 | ' |
Unfunded commitment for secured bridge facility | $360,000,000 | ' |
Stockholders_Equity_Details
Stockholder's Equity (Details) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred Stock: | ' | ' | ' | ' |
Authorized shares | 50,000,000 | 50,000,000 | ' | ' |
Issued shares | 25,875,000 | 26,108,236 | ' | ' |
Outstanding shares | 25,875,000 | 26,108,236 | 26,224,854 | 26,224,854 |
Common Stock, $1.00 par value: | ' | ' | ' | ' |
Authorized shares | 700,000,000 | 400,000,000 | ' | ' |
Issued shares | 328,127,314 | 290,024,789 | ' | ' |
Outstanding shares | 327,429,765 | 289,563,651 | ' | ' |
Stockholders_Equity_Details_1
Stockholder's Equity (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Summary of common stock issuances | ' | ' |
Public issuance, Shares Issued | 17,825,000 | 23,000,000 |
Public issuance, Average Price | $63.75 | $73.50 |
Public issuance, Gross Proceeds | 1,136,343,750 | 1,690,500,000 |
Public issuance, Net Proceeds | 1,095,883,000 | 1,630,281,000 |
Dividend reinvestment plan issuances, Shares Issued | 3,114,052 | 2,379,609 |
Dividend reinvestment plan issuances, Average Price | 60.05 | 64.62 |
Dividend reinvestment plan issuances, Net Proceeds | 186,996,000 | 153,762,000 |
Dividend reinvestment plan issuances, Gross Proceeds | 186,996,000 | 153,762,000 |
Option exercises, Shares | 207,046 | 200,467 |
Option exercises, Average Price | 45.94 | 42.45 |
Option exercises, Gross Proceeds | 9,512,000 | 8,509,000 |
Option exercises, Net Proceeds | 9,512,000 | 8,509,000 |
Stock incentive plans, net of forfeitures, Shares Issued | 186,837 | ' |
Issuance of Common Stock, Shares | 37,866,114 | 27,676,960 |
Preferred stock conversions | 233,236 | 0 |
Senior note conversions | 199,943 | 987,967 |
Equity issued in acquisition of noncontrolling interest | ' | 1,108,917 |
Gross Proceeds From Issuance of Common Stock | 2,336,686,750 | 1,852,771,000 |
Net proceeds from the issuance of common stock | 2,260,908,000 | 1,792,552,000 |
June 2014 Public Issuance [Member] | ' | ' |
Summary of common stock issuances | ' | ' |
Public issuance, Shares Issued | 16,100,000 | ' |
Public issuance, Average Price | 62.35 | ' |
Public issuance, Gross Proceeds | 1,003,835,000 | ' |
Public issuance, Net Proceeds | $968,517,000 | ' |
Stockholders_Equity_Details_2
Stockholder's Equity (Details 2) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | ||
Summary of accumulated other comprehensive income/(loss) | ' | ' | ' | ' | ||
Unrecognized losses on cash flow hedges | ($3,732,000) | ($5,059,000) | ($5,541,000) | ($6,957,000) | ||
Unrecognized losses on equity investments | 0 | -389,000 | -562,000 | -216,000 | ||
Unrecognized gains (losses) on foreign currency translation | -47,520,000 | -17,631,000 | -14,398,000 | -881,000 | ||
Unrecognized actuarial losses | -1,452,000 | -1,452,000 | -2,974,000 | -2,974,000 | ||
Totals | -52,704,000 | -24,531,000 | -23,475,000 | -11,028,000 | ||
Other comprehensive income before reclassification adjustments | ' | ' | ' | ' | ||
Summary of accumulated other comprehensive income/(loss) | ' | ' | ' | ' | ||
Unrecognized losses on cash flow hedges | -11,000 | ' | -12,000 | ' | ||
Unrecognized losses on equity investments | 389,000 | ' | -346,000 | ' | ||
Unrecognized gains (losses) on foreign currency translation | -29,361,000 | ' | -13,517,000 | ' | ||
Unrecognized actuarial losses | 0 | ' | 0 | ' | ||
Totals | -28,983,000 | ' | -13,875,000 | ' | ||
Reclassification amount to net income | ' | ' | ' | ' | ||
Summary of accumulated other comprehensive income/(loss) | ' | ' | ' | ' | ||
Unrecognized losses on cash flow hedges | 1,338,000 | [1] | ' | 1,428,000 | [1] | ' |
Unrecognized losses on equity investments | 0 | ' | 0 | ' | ||
Unrecognized gains (losses) on foreign currency translation | -528,000 | [1] | ' | 0 | ' | |
Unrecognized actuarial losses | 0 | ' | 0 | ' | ||
Totals | 810,000 | ' | 1,428,000 | ' | ||
Net current period other comprehensive income | ' | ' | ' | ' | ||
Summary of accumulated other comprehensive income/(loss) | ' | ' | ' | ' | ||
Unrecognized losses on cash flow hedges | 1,327,000 | ' | 1,416,000 | ' | ||
Unrecognized losses on equity investments | 389,000 | ' | -346,000 | ' | ||
Unrecognized gains (losses) on foreign currency translation | -29,889,000 | ' | -13,517,000 | ' | ||
Unrecognized actuarial losses | 0 | ' | 0 | ' | ||
Totals | ($28,173,000) | ' | ($12,447,000) | ' | ||
[1] | (1) Please see Note 11 for additional information. |
Stockholders_Equity_Details_4
Stockholder's Equity (Details 4) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stockholders' Equity [Line Items] | ' | ' | ' | ' |
Preferred stock conversions | 233,236 | 0 | ' | ' |
Preferred Stock, Shares Outstanding | 25,875,000 | 26,224,854 | 26,108,236 | 26,224,854 |
Preferred stock balance weighted average rate | 0.065 | 0.06493 | 0.06496 | 0.06493 |
Preferred stock converted weighted average rate | 0.06 | 0 | ' | ' |
Stockholders_Equity_Details_5
Stockholder's Equity (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Summary of dividend payments | ' | ' | ' | ' |
Dividends declared and paid per common share | $0.80 | $0.77 | $2.38 | $2.29 |
Common stock cash dividends | ' | ' | $708,923,000 | $618,992,000 |
Total dividends paid | ' | ' | 757,980,000 | 668,797,000 |
Series H Preferred Stock [Member] | ' | ' | ' | ' |
Summary of dividend payments | ' | ' | ' | ' |
Dividends declared and paid per preferred share | ' | ' | $0.01 | $2.14 |
Preferred stock cash dividends | ' | ' | 1,000 | 750,000 |
Series I Preferred Stock [Member] | ' | ' | ' | ' |
Summary of dividend payments | ' | ' | ' | ' |
Dividends declared and paid per preferred share | ' | ' | $2.44 | $2.44 |
Preferred stock cash dividends | ' | ' | 35,040,000 | 35,039,000 |
Series J Preferred Stock [Member] | ' | ' | ' | ' |
Summary of dividend payments | ' | ' | ' | ' |
Dividends declared and paid per preferred share | ' | ' | $1.22 | $1.22 |
Preferred stock cash dividends | ' | ' | $14,016,000 | $14,016,000 |
Stockholders_Equity_Details_Te
Stockholder's Equity (Details Textual) (USD $) | Sep. 30, 2014 |
Stockholders' Equity (Details) [Abstract] | ' |
Transaction Costs Existing Partnership | $2,732,000 |
Noncontrolling Interest Decrease From Business Combination | 20.00% |
Payments To Acquire Businesses Gross 2 | $91,000,000 |
Stock_Incentive_Plans_Details_
Stock Incentive Plans (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock Incentive Plans [Line Items] | ' | ' | ' | ' |
Number of common stock authorized for Long-Term Incentive Plan | 6,200,000 | ' | 6,200,000 | ' |
Stock-based compensation expense | $4,271,000 | $3,956,000 | $26,108,000 | $16,650,000 |
CEO transition costs | 19,688,000 | ' | ' | ' |
Restricted Stock, deferred | 9,223,000 | ' | ' | ' |
Consulting, retirement payments and other costs | $10,465,000 | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Computation of basic and diluted earnings per share | ' | ' | ' | ' |
Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders | $136,255,000 | $20,691,000 | $258,107,000 | $67,245,000 |
Denominator for basic earnings per share - weighted average shares | 311,117,000 | 286,020,000 | 299,137,000 | 273,148,000 |
Effect of dilutive securities: | ' | ' | ' | ' |
Employee stock options | 202,000 | 196,000 | 181,000 | 235,000 |
Non-vested restricted shares | 505,000 | 567,000 | 506,000 | 417,000 |
Convertible senior unsecured notes | 988,000 | 1,246,000 | 821,000 | 1,447,000 |
Dilutive potential common shares | 1,695,000 | 2,009,000 | 1,508,000 | 2,099,000 |
Denominator for diluted earnings per share - adjusted weighted average shares | 312,812,000 | 288,029,000 | 300,645,000 | 275,247,000 |
Basic earnings per share | $0.44 | $0.07 | $0.86 | $0.25 |
Diluted earnings per share | $0.44 | $0.07 | $0.86 | $0.24 |
Earnings Per Share (Textual) [Abstract] | ' | ' | ' | ' |
Securities Excluded From Computation Of Diluted Earnings Per Share | 0 | 0 | 0 | 0 |
Disclosure_about_Fair_Value_of2
Disclosure about Fair Value of Financial Instruments (Details) | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
USD ($) | CAD | GBP (£) | USD ($) | USD ($) | USD ($) | Mortgage Loans on Real Estate [Member] | Mortgage Loans on Real Estate [Member] | Other Real Estate Loans Receivable [Member] | Other Real Estate Loans Receivable [Member] | ||
USD ($) | USD ($) | USD ($) | USD ($) | ||||||||
Financial Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Loans receivable, Carrying Amount | $318,221,000 | ' | ' | $332,146,000 | ' | ' | $102,241,000 | $146,987,000 | $215,980,000 | $185,159,000 | |
Loans receivable, Fair value | ' | ' | ' | ' | ' | ' | 104,786,000 | 148,088,000 | 217,952,000 | 188,920,000 | |
Available-for-sale equity investments, Carrying Amount | ' | ' | ' | 1,211,000 | ' | ' | ' | ' | ' | ' | |
Available-for-sale equity investments, Fair Value | ' | ' | ' | 1,211,000 | ' | ' | ' | ' | ' | ' | |
Cash and cash equivalents, Carrying Amount | 998,678,000 | ' | ' | 158,780,000 | 164,838,000 | 1,033,764,000 | ' | ' | ' | ' | |
Cash and cash equivalents, Fair Value | 998,678,000 | ' | ' | 158,780,000 | ' | ' | ' | ' | ' | ' | |
Foreign currency forward contract, asset | 46,183,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest rate derivative, Fair Value, Asset | 1,000 | [1] | ' | ' | 38,000 | ' | ' | ' | ' | ' | ' |
Financial Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Borrowings under primary unsecured credit facilities, Carrying Value | 0 | 0 | 0 | 130,000,000 | 847,670,000 | ' | ' | ' | ' | ' | |
Borrowings under primary unsecured credit facilities, Fair Value | ' | ' | ' | 130,000,000 | ' | ' | ' | ' | ' | ' | |
Senior unsecured notes, Carrying Amount | 7,305,414,000 | ' | ' | 7,379,308,000 | ' | ' | ' | ' | ' | ' | |
Senior unsecured notes, Fair Value | 8,034,352,000 | ' | ' | 7,743,730,000 | ' | ' | ' | ' | ' | ' | |
Secured debt, Carrying Amount | 2,893,814,000 | ' | ' | 3,058,248,000 | ' | ' | ' | ' | ' | ' | |
Secured debt, Fair Value | 2,953,223,000 | ' | ' | 3,168,775,000 | ' | ' | ' | ' | ' | ' | |
Foreign currency forward contact, liability | 14,756,000 | ' | ' | 11,637,000 | ' | ' | ' | ' | ' | ' | |
Redeemable OP unitholder interests | $39,987,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | (1) Please see Note 11 for additional information. |
Disclosure_about_Fair_Value_of3
Disclosure about Fair Value of Financial Instruments (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | ' | ' | |
Available-for-sale equity investments | ' | $1,211,000 | |
Interest rate swap agreements, net | 1,000 | [1] | 38,000 |
Foreign currency forward contracts | 31,427,000 | [1] | ' |
Redeemable OP unitholder interests | 39,987,000 | ' | |
Totals | 71,415,000 | ' | |
Level 2 [Member] | ' | ' | |
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | ' | ' | |
Interest rate swap agreements, net | 1,000 | [1] | ' |
Foreign currency forward contracts | 31,427,000 | [1] | ' |
Redeemable OP unitholder interests | 39,987,000 | ' | |
Totals | $71,415,000 | ' | |
[1] | (1) Please see Note 11 for additional information. |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Rental income | $354,148,000 | $308,512,000 | $1,038,451,000 | $900,028,000 | ' |
Resident fees and services | 482,412,000 | 466,127,000 | 1,406,316,000 | 1,164,446,000 | ' |
Interest income | 9,344,000 | 7,629,000 | 26,871,000 | 24,325,000 | ' |
Other income | 1,619,000 | 1,443,000 | 4,139,000 | 3,168,000 | ' |
Total revenues | 847,523,000 | 783,711,000 | 2,475,777,000 | 2,091,967,000 | ' |
Property operating expenses | 355,157,000 | 341,921,000 | 1,040,342,000 | 872,701,000 | ' |
Net Operating Income from Continuing Operations | 492,366,000 | 441,790,000 | 1,435,435,000 | 1,219,266,000 | ' |
Interest expense | 118,435,000 | 116,020,000 | 360,334,000 | 334,321,000 | ' |
Loss (gain) on derivatives, net | 49,000 | 4,872,000 | 400,000 | 4,465,000 | ' |
Depreciation and amortization | 200,970,000 | 241,027,000 | 648,737,000 | 623,777,000 | ' |
General and administrative | 30,803,000 | 28,718,000 | 115,327,000 | 79,799,000 | ' |
Transaction costs | 13,554,000 | 23,591,000 | 21,546,000 | 117,707,000 | ' |
Loss (gain) on extinguishment of debt, net | 2,692,000 | -4,068,000 | -3,075,000 | 4,376,000 | ' |
Other expenses | 10,262,000 | ' | 10,262,000 | ' | ' |
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 115,601,000 | 31,630,000 | 275,754,000 | 63,573,000 | ' |
Total assets | 24,541,722,000 | ' | 24,541,722,000 | ' | 23,083,957,000 |
Percent Of Assets | 1 | 1 | 1 | 1 | 1 |
Percent Of Revenues | 1 | 1 | 1 | 1 | ' |
Senior housing - triple net [Member] | ' | ' | ' | ' | ' |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Rental income | 231,512,000 | 197,950,000 | 671,813,000 | 568,764,000 | ' |
Resident fees and services | 0 | 0 | 0 | 0 | ' |
Interest income | 5,852,000 | 5,035,000 | 16,958,000 | 16,311,000 | ' |
Other income | 836,000 | 778,000 | 1,281,000 | 1,183,000 | ' |
Total revenues | 238,200,000 | 203,763,000 | 690,052,000 | 586,258,000 | ' |
Property operating expenses | 0 | 0 | 0 | 0 | ' |
Net Operating Income from Continuing Operations | 238,200,000 | 203,763,000 | 690,052,000 | 586,258,000 | ' |
Interest expense | 10,294,000 | 5,869,000 | 28,064,000 | 14,921,000 | ' |
Loss (gain) on derivatives, net | 52,000 | 4,872,000 | 125,000 | 4,872,000 | ' |
Depreciation and amortization | 63,223,000 | 57,214,000 | 186,240,000 | 166,801,000 | ' |
General and administrative | 0 | 0 | 0 | 0 | ' |
Transaction costs | 1,619,000 | 4,026,000 | 5,900,000 | 15,730,000 | ' |
Loss (gain) on extinguishment of debt, net | -36,000 | ' | -36,000 | 0 | ' |
Other expenses | 8,825,000 | ' | 8,825,000 | ' | ' |
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 154,223,000 | 131,782,000 | 460,934,000 | 383,934,000 | ' |
Total assets | 10,354,397,000 | ' | 10,354,397,000 | ' | ' |
Senior housing - operating [Member] | ' | ' | ' | ' | ' |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Rental income | 0 | 0 | 0 | 0 | ' |
Resident fees and services | 482,412,000 | 466,127,000 | 1,406,316,000 | 1,164,446,000 | ' |
Interest income | 1,054,000 | 0 | 1,065,000 | 757,000 | ' |
Other income | 325,000 | 167,000 | 1,643,000 | 169,000 | ' |
Total revenues | 483,791,000 | 466,294,000 | 1,409,024,000 | 1,165,372,000 | ' |
Property operating expenses | 320,895,000 | 311,575,000 | 939,108,000 | 785,050,000 | ' |
Net Operating Income from Continuing Operations | 162,896,000 | 154,719,000 | 469,916,000 | 380,322,000 | ' |
Interest expense | 26,612,000 | 24,693,000 | 82,924,000 | 63,175,000 | ' |
Loss (gain) on derivatives, net | -3,000 | 0 | 275,000 | -407,000 | ' |
Depreciation and amortization | 95,819,000 | 144,578,000 | 334,625,000 | 338,099,000 | ' |
General and administrative | 0 | 0 | 0 | 0 | ' |
Transaction costs | 10,572,000 | 18,882,000 | 12,863,000 | 101,006,000 | ' |
Loss (gain) on extinguishment of debt, net | 0 | -5,252,000 | 383,000 | -5,560,000 | ' |
Other expenses | 1,437,000 | ' | 1,437,000 | ' | ' |
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 28,459,000 | -28,182,000 | 37,409,000 | -115,991,000 | ' |
Total assets | 9,248,040,000 | ' | 9,248,040,000 | ' | ' |
Medical facilities [Member] | ' | ' | ' | ' | ' |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Rental income | 122,636,000 | 110,562,000 | 366,638,000 | 331,264,000 | ' |
Resident fees and services | 0 | 0 | 0 | 0 | ' |
Interest income | 2,438,000 | 2,594,000 | 8,848,000 | 7,257,000 | ' |
Other income | 352,000 | 466,000 | 1,017,000 | 1,539,000 | ' |
Total revenues | 125,426,000 | 113,622,000 | 376,503,000 | 340,060,000 | ' |
Property operating expenses | 34,262,000 | 30,346,000 | 101,234,000 | 87,651,000 | ' |
Net Operating Income from Continuing Operations | 91,164,000 | 83,276,000 | 275,269,000 | 252,409,000 | ' |
Interest expense | 7,692,000 | 8,732,000 | 25,422,000 | 27,097,000 | ' |
Loss (gain) on derivatives, net | 0 | 0 | 0 | 0 | ' |
Depreciation and amortization | 41,928,000 | 39,235,000 | 127,872,000 | 118,877,000 | ' |
General and administrative | 0 | 0 | 0 | 0 | ' |
Transaction costs | 1,363,000 | 683,000 | 2,783,000 | 971,000 | ' |
Loss (gain) on extinguishment of debt, net | 0 | ' | 0 | 0 | ' |
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 40,181,000 | 34,626,000 | 119,192,000 | 105,464,000 | ' |
Total assets | 4,886,894,000 | ' | 4,886,894,000 | ' | ' |
Non Segment Corporate [Member] | ' | ' | ' | ' | ' |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Rental income | 0 | 0 | 0 | 0 | ' |
Resident fees and services | 0 | 0 | 0 | 0 | ' |
Interest income | 0 | 0 | 0 | 0 | ' |
Other income | 106,000 | 32,000 | 198,000 | 277,000 | ' |
Total revenues | 106,000 | 32,000 | 198,000 | 277,000 | ' |
Property operating expenses | 0 | 0 | 0 | 0 | ' |
Net Operating Income from Continuing Operations | 106,000 | 32,000 | 198,000 | 277,000 | ' |
Interest expense | 73,837,000 | 76,726,000 | 223,924,000 | 229,128,000 | ' |
Loss (gain) on derivatives, net | 0 | 0 | 0 | 0 | ' |
Depreciation and amortization | 0 | 0 | 0 | 0 | ' |
General and administrative | 30,803,000 | 28,718,000 | 115,327,000 | 79,799,000 | ' |
Transaction costs | 0 | 0 | 0 | 0 | ' |
Loss (gain) on extinguishment of debt, net | 2,728,000 | 1,184,000 | 2,728,000 | 1,184,000 | ' |
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | -107,262,000 | -106,596,000 | -341,781,000 | -309,834,000 | ' |
Total assets | 52,391,000 | ' | 52,391,000 | ' | ' |
International [Member] | ' | ' | ' | ' | ' |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Total revenues | 139,681,000 | 120,789,000 | 396,914,000 | 264,497,000 | ' |
Total assets | 3,341,994,000 | ' | 3,341,994,000 | ' | 3,324,012,000 |
Percent Of Assets | 0.136 | ' | 0.136 | ' | 0.144 |
Percent Of Revenues | 0.165 | 0.154 | 0.16 | 0.126 | ' |
United States [Member] | ' | ' | ' | ' | ' |
Summary of information for reportable segments | ' | ' | ' | ' | ' |
Total revenues | 707,842,000 | 662,922,000 | 2,078,863,000 | 1,827,470,000 | ' |
Total assets | $21,199,728,000 | ' | $21,199,728,000 | ' | $19,759,945,000 |
Percent Of Assets | 0.864 | ' | 0.864 | ' | 0.856 |
Percent Of Revenues | 0.835 | 0.846 | 0.84 | 0.874 | ' |
Income_Taxes_and_Distributions1
Income Taxes and Distributions (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Income Taxes And Distributions (Textuals) [Abstract] | ' | ' |
Deferred Tax Liabilities | $12,310,000 | $19,748,000 |
Additional Income Taxes and Distributions (Textuals) [Abstract] | ' | ' |
Unrecognized Tax Benefits | 927,000 | 6,413,000 |
Genesis Acquisition [Member] | ' | ' |
Additional Income Taxes and Distributions (Textuals) [Abstract] | ' | ' |
Unrecognized Tax Benefits | $6,976,000 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2014 | Sep. 30, 2014 | |
Number | ||
Subsequent Event [Line Items] | ' | ' |
Number of banks in consortium | ' | 28 |
Line of Credit Facility, Maximum Borrowing Capacity | ' | $2,500,000,000 |
Interest Rate margin | ' | 1.05% |
Facility Fee as Percentage of commitment fee | 0.20% | 0.20% |
Line of Credit Facility Maximum Borrowing Capacity Additional | ' | 1,000,000,000 |
Available In Alternate Currencies | ' | $500,000,000 |
Term Loan Interest Rate Margin | 1.15% | ' |