Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Apr. 30, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | WELLTOWER INC. /DE/ | ||
Entity Central Index Key | 766,704 | ||
Document Type | 10-Q | ||
Document Period End date | Mar. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q1 | ||
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 | $ 23,029,716,957 | ||
Entity Common Stock Shares Outstanding | 356,995,083 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Real property owned: | |||
Land and land improvements | $ 2,596,670 | $ 2,563,445 | |
Buildings and improvements | 25,712,496 | 25,522,542 | |
Acquired lease intangibles | 1,346,064 | 1,350,585 | |
Real property held for sale, net of accumulated depreciation | 293,806 | 169,950 | |
Construction in progress | 297,023 | 258,968 | |
Gross real property owned | 30,246,059 | 29,865,490 | |
Less accumulated depreciation and amortization | (4,032,726) | (3,796,297) | |
Net real property owned | 26,213,333 | 26,069,193 | |
Real estate loans receivable: | |||
Net real estate loans receivable | 725,291 | 819,492 | |
Net real estate investments | 26,938,624 | 26,888,685 | |
Other assets: | |||
Investments in unconsolidated entities | 545,070 | 542,281 | |
Goodwill | 68,321 | 68,321 | |
Cash and cash equivalents | 355,949 | 360,908 | |
Restricted cash | 62,176 | 61,782 | |
Straight-line rent receivable | 425,231 | 395,562 | |
Receivables and other assets | 692,922 | 706,306 | |
Total other assets | 2,149,669 | 2,135,160 | |
Total assets | 29,088,293 | 29,023,845 | |
Liabilities: | |||
Borrowings under primary unsecured credit facilities, Carrying Value | 645,000 | [1] | 835,000 |
Senior unsecured notes | 8,828,053 | 8,548,055 | |
Secured debt | 3,515,053 | 3,509,142 | |
Capital lease obligations | 75,092 | 75,489 | |
Accrued expenses and other liabilities | 665,645 | 697,191 | |
Total liabilities | 13,728,843 | 13,664,877 | |
Redeemable noncontrolling interests | 359,656 | 183,083 | |
Equity: | |||
Preferred stock | 1,006,250 | 1,006,250 | |
Common stock | 356,953 | 354,811 | |
Capital in excess of par value | 16,589,738 | 16,478,300 | |
Treasury stock | (51,271) | (44,372) | |
Cumulative net income | 3,891,093 | 3,725,772 | |
Cumulative dividends | (7,168,178) | (6,846,056) | |
Accumulated other comprehensive income (loss) | (109,053) | (88,243) | |
Other equity | 4,062 | 4,098 | |
Total Welltower Inc. stockholders' equity | 14,519,594 | 14,590,560 | |
Noncontrolling interests | 480,200 | 585,325 | |
Total equity | 14,999,794 | 15,175,885 | |
Total liabilities and equity | $ 29,088,293 | $ 29,023,845 | |
[1] | (1) As of March 31, 2016, letters of credit in the aggregate amount of $48,930,000 have been issued, which reduces the borrowing capacity on the unsecured revolving credit facility. |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Revenues: | ||||
Rental income | $ 415,663 | $ 379,587 | ||
Resident fees and services | 602,149 | 492,510 | ||
Interest income | 25,188 | 16,994 | ||
Other income | 4,050 | 5,086 | ||
Total revenues | 1,047,050 | 894,177 | ||
Expenses: | ||||
Interest expense | 132,960 | 121,080 | ||
Property operating expenses | 449,636 | 376,461 | ||
Depreciation and amortization | 228,696 | 188,829 | ||
General and administrative | 45,691 | 35,138 | ||
Transaction costs | 8,208 | 48,554 | ||
Loss (gain) on derivatives, net | 0 | (58,427) | [1] | |
Loss (gain) on extinguishment of debt, net | (24) | 15,401 | ||
Impairment of Asset | 14,314 | 2,220 | ||
Total expenses | 879,481 | 729,256 | ||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities, total | 167,569 | 164,921 | ||
Income tax (expense) benefit | 1,725 | 304 | ||
(Loss) income from unconsolidated entities | (3,820) | (12,648) | ||
Income from continuing operations | 165,474 | 152,577 | ||
Discontinued operations: | ||||
Gain (loss) on real estate dispositions, net | 0 | 56,845 | ||
Net income | 165,474 | 209,422 | ||
Less: Preferred stock dividends | 16,352 | 16,352 | ||
Less: Net income (loss) attributable to noncontrolling interests | [2] | 153 | 2,271 | |
Net income (loss) attributable to common stockholders | $ 148,969 | $ 190,799 | ||
Average number of common shares outstanding: | ||||
Basic | 355,076 | 336,754 | ||
Diluted | 356,051 | 337,812 | ||
Basic: | ||||
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | $ 0.42 | $ 0.57 | ||
Net income (loss) attributable to common stockholders, total | 0.42 | 0.57 | ||
Diluted: | ||||
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | 0.42 | 0.56 | ||
Net income (loss) attributable to common stockholders, total | 0.42 | 0.56 | ||
Dividends declared and paid per common share | $ 0.86 | $ 0.825 | ||
[1] | (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. | |||
[2] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 165,474 | $ 209,422 | |
Other comprehensive income (loss): | |||
Unrecognized gain (loss) on equity investments | (7,549) | (11,687) | |
Unrecognized gain (loss) on cash flow hedges | 483 | (2,159) | |
Unrecognized actuarial gain/(loss) | 2 | 0 | |
Unrecognized gain (loss) on foreign currency translation | 1,372 | (29,197) | |
Total other comprehensive income (loss) | (5,692) | (43,043) | |
Total comprehensive income (loss), total | 159,782 | 166,379 | |
Total comprehensive income (loss) attributable to noncontrolling interests | [1] | 15,271 | (10,285) |
Comprehensive income (loss) attributable to controlling interests | $ 144,511 | $ 176,664 | |
[1] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Treasury Stock | Cumulative Net Income | Cumulative Dividends | Accumulated Other Comprehensive Income (Loss) | Other Equity | Noncontrolling Interests |
Balances at beginning of period at Dec. 31, 2014 | $ 13,473,049 | $ 1,006,250 | $ 328,835 | $ 14,740,712 | $ (35,241) | $ 2,842,022 | $ (5,635,923) | $ (77,009) | $ 5,507 | $ 297,896 |
Comprehensive income: | ||||||||||
Net income (loss) | 209,076 | 207,151 | 1,925 | |||||||
Other comprehensive income | (43,043) | (30,487) | (12,556) | |||||||
Total comprehensive income | 166,033 | |||||||||
Net change in noncontrolling interests | 70,757 | (4,540) | 75,297 | |||||||
Amounts related to stock incentive plans, net of forfeitures | 350 | 85 | 7,672 | (6,132) | (1,275) | |||||
Proceeds from issuance of common stock | 1,490,821 | 20,466 | 1,470,355 | |||||||
Equity component of convertible debt | 5,643 | 1,048 | 4,595 | |||||||
Option compensation expense | 217 | 217 | ||||||||
Cash dividends paid: | ||||||||||
Common stock | (272,569) | (272,569) | ||||||||
Preferred Stock | (16,352) | (16,352) | ||||||||
Balances at end of period at Mar. 31, 2015 | 14,917,949 | 1,006,250 | 350,434 | 16,218,794 | (41,373) | 3,049,173 | (5,924,844) | (107,496) | 4,449 | 362,562 |
Balances at beginning of period at Dec. 31, 2015 | 15,175,885 | 1,006,250 | 354,811 | 16,478,300 | (44,372) | 3,725,772 | (6,846,056) | (88,243) | 4,098 | 585,325 |
Comprehensive income: | ||||||||||
Net income (loss) | 166,403 | 165,321 | 1,082 | |||||||
Other comprehensive income | (5,692) | (20,810) | 15,118 | |||||||
Total comprehensive income | 160,711 | |||||||||
Distributions to noncontrolling interests | (127,042) | (5,717) | (121,325) | |||||||
Amounts related to stock incentive plans, net of forfeitures | 19,178 | 637 | 25,555 | (6,899) | (115) | |||||
Proceeds from issuance of common stock | 93,105 | 1,505 | 91,600 | |||||||
Option compensation expense | 79 | 79 | ||||||||
Cash dividends paid: | ||||||||||
Common stock | (305,770) | (305,770) | ||||||||
Preferred Stock | (16,352) | (16,352) | ||||||||
Balances at end of period at Mar. 31, 2016 | $ 14,999,794 | $ 1,006,250 | $ 356,953 | $ 16,589,738 | $ (51,271) | $ 3,891,093 | $ (7,168,178) | $ (109,053) | $ 4,062 | $ 480,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Operating activities | ||||
Net income (loss) | $ 165,474 | $ 209,422 | ||
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | ||||
Depreciation and amortization | 228,696 | 188,829 | ||
Other amortization expenses | 1,118 | 1,320 | ||
Asset Impairment Charges | 14,314 | 2,220 | ||
Stock-based compensation expense | 8,186 | 9,054 | ||
Loss (gain) on derivatives, net | 0 | (58,427) | [1] | |
Loss (gain) on extinguishment of debt, net | (24) | 15,401 | ||
Income from unconsolidated entities | 3,820 | 12,648 | ||
Rental income in excess of cash received | (29,669) | (27,244) | ||
Amortization related to above (below) market leases, net | 230 | 113 | ||
Net loss (gain) on sales of properties | 0 | (56,845) | ||
Distributions by unconsolidated entities | 174 | 172 | ||
Increase (decrease) in accrued expenses and other liabilities | (20,423) | (47,489) | ||
Decrease (increase) in receivables and other assets | 1,816 | (22,992) | ||
Net cash provided from (used in) operating activities | 373,712 | 226,182 | ||
Investing activities | ||||
Cash disbursed for acquisitions | (171,482) | (1,500,994) | ||
Cash disbursed for capital improvements to existing properties | (35,025) | (29,828) | ||
Cash disbursed for construction in progress | (66,739) | (59,552) | ||
Capitalized interest | (3,037) | (2,387) | ||
Investment in real estate loans receivable | (27,251) | (384,695) | ||
Other investments, net of payments | (30,773) | (102,126) | ||
Principal collected on real estate loans receivable | 93,774 | 16,501 | ||
Contributions to unconsolidated entities | (12,784) | (83,964) | ||
Distributions by unconsolidated entities | 11,747 | 89,195 | ||
Proceeds from (payments on) derivatives investing | 0 | 72,477 | ||
Decrease (increase) in restricted cash | (394) | (1,660) | ||
Proceeds from sales of real property | 0 | 177,265 | ||
Net cash provided from (used in) investing activities | (241,964) | (1,809,768) | ||
Financing activities | ||||
Net increase (decrease) under unsecured lines of credit arrangements | (190,000) | 410,000 | ||
Proceeds from issuance of senior unsecured notes | 688,560 | 0 | ||
Payments to extinguish senior unsecured notes | (400,000) | (154,654) | ||
Secured debt issued | 75,136 | 82,724 | ||
Payments on secured debt | (130,343) | (208,057) | ||
Net proceeds from the issuance of common stock | 93,433 | 1,489,547 | ||
Decrease (increase) in deferred loan expenses | (1,217) | (4,485) | ||
Contributions by noncontrolling interests | [2] | 126,142 | 2,514 | |
Distributions to noncontrolling interests | [2] | (76,222) | (7,417) | |
Cash distributions to stockholders | (322,122) | (288,921) | ||
Other financing activities | (397) | (8,428) | ||
Net cash provided from (used in) financing activities | (137,030) | 1,312,823 | ||
Effect of foreign currency translation on cash and cash equivalents | 323 | (690) | ||
Increase (decrease) in cash and cash equivalents | (4,959) | (271,453) | ||
Cash and cash equivalents at beginning of period | 360,908 | 473,726 | ||
Cash and cash equivalents at end of period | 355,949 | 202,273 | ||
Supplemental cash flow information: | ||||
Interest paid | 134,872 | 134,737 | ||
Income taxes paid | $ 2,431 | $ 2,942 | ||
[1] | (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. | |||
[2] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 3 Months Ended |
Mar. 31, 2016 | |
Business [Abstract] | |
Business | 1. Business Welltower Inc. , an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators , post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower ™, a real estate investment trust (REIT), owns 1,490 properties in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties . Founded in 1970, we were the first real estate investment trust to invest exclusively in health care facilities. |
Accounting Policies and Related
Accounting Policies and Related Matters | 3 Months Ended |
Mar. 31, 2016 | |
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. During the three months ended March 31, 2016, we determined that an immaterial portion of our noncontrolling interests re lated to a 2015 transaction was misclassified in permanent equity rather than temporary equity based on a redemption feature of the partnership agreement and we have corrected the $114,714,000 misclassification by recording the change in the consolidated s tatement of equity for the three months ended March 31, 2016. Operating results for the three months ended March 31, 2016 are not necessarily an indication of the results that may be expected for t he year ending December 31, 2016 . 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, 2015 . New Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manne r 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, beg inning after December 15, 2017, and early adoption is permitted beginning after December 15, 2016. 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. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consoli dation Analysis” , which makes certain changes to both the variable interest model and the voting model, including chang es to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. We adopted ASU 2015-02 on January 1, 2016. This guidance did not have a significant impact on our consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would ha ve been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted ASU 2015-16 on January 1, 2016. This guidance did not have a significant impact on our consolidated fina ncial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 8 4 2) ,” which requires lessees to recognize assets and liabilities on their balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their income statements over the lease term. It will also require disclosures designed to give financial statement users information regarding the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beg inning of the earliest comparative period in the financial statements. We are currently evaluating the impact that the standard will have on our consolidated financial statements. |
Real Property Acquisitions and
Real Property Acquisitions and Development | 3 Months Ended |
Mar. 31, 2016 | |
Real Property Acquisitions and Development [Abstract] | |
Real Property Acquisitions and Development | 3. Real Property Acquisition s 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 o f 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 valu e of the assets acquired, lease termination fees and other acquisition-related costs . 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, 2015 for information regarding our foreign currency policies. Triple-n et Activity Three Months Ended (In thousands) March 31, 2016 (1) March 31, 2015 Land and land improvements $ 15,331 $ 22,983 Buildings and improvements 114,235 239,728 Acquired lease intangibles 1,623 799 Receivables and other assets - 7 Total assets acquired 131,189 263,517 Accrued expenses and other liabilities (809) (732) Total liabilities assumed (809) (732) Non-cash acquisition related activity (28,621) (357) Cash disbursed for acquisitions 101,759 262,428 Construction in progress additions 43,835 45,360 Less: Capitalized interest (1,684) (1,756) Foreign currency translation (583) (642) Cash disbursed for construction in progress 41,568 42,962 Capital improvements to existing properties 7,438 11,557 Total cash invested in real property, net of cash acquired $ 150,765 $ 316,947 (1) Includes acquisitions with an aggregate purchase price of $115,875,000 for which the allocation of the purchase price consideration is preliminary and subject to change. Seniors Housing Operating Activity Three Months Ended (In thousands) March 31, 2016 (1) March 31, 2015 Land and land improvements $ 3,440 $ 86,184 Building and improvements 48,218 1,016,426 Acquired lease intangibles 1,942 62,838 Restricted cash - 3,820 Receivables and other assets 36 23,014 Total assets acquired (2) 53,636 1,192,282 Secured debt - (208,960) Accrued expenses and other liabilities (11) (16,164) Total liabilities assumed (11) (225,124) Noncontrolling interests (549) (83,194) Cash disbursed for acquisitions 53,076 883,964 Construction in progress additions 4,033 4,193 Less: Capitalized interest (565) (394) Foreign currency translation (1,107) (1,472) Cash disbursed for construction in progress 2,361 2,327 Capital improvements to existing properties 16,808 11,632 Total cash invested in real property, net of cash acquired $ 72,245 $ 897,923 (1) Includes acquisitions with an aggregate purchase price of $53,636,000 for which the allocation of the purchase price consideration is preliminary and subject to change. (2) Excludes $113,000 and $1,677,000 of cash acquired during the three months ended March 31, 2016 and 2015, respectively. Outpatient Medical Activity Three Months Ended (In thousands) March 31, 2016 (1) March 31, 2015 Land and land improvements $ - $ 47,019 Buildings and improvements 17,637 307,072 Acquired lease intangibles - 511 Total assets acquired 17,637 354,602 Accrued expenses and other liabilities (990) - Total liabilities assumed (990) - Cash disbursed for acquisitions 16,647 354,602 Construction in progress additions 28,934 16,421 Less: Capitalized interest (788) (237) Accruals (2) (5,336) (1,921) Cash disbursed for construction in progress 22,810 14,263 Capital improvements to existing properties 10,779 6,639 Total cash invested in real property $ 50,236 $ 375,504 (1) Includes acquisitions with an aggregate purchase price of $17,637,000 for which the allocation of the purchase price consideration is preliminary and subject to change. (2) Represents non-cash consideration 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) : Three Months Ended March 31, 2016 March 31, 2015 Development projects: Outpatient medical $ 35,363 $ 16,592 Total development projects 35,363 16,592 Expansion projects - 19,541 Total construction in progress conversions $ 35,363 $ 36,133 |
Real Estate Intangibles
Real Estate Intangibles | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, 2016 December 31, 2015 Assets: In place lease intangibles $ 1,196,335 $ 1,179,537 Above market tenant leases 62,544 67,529 Below market ground leases 62,643 80,224 Lease commissions 24,542 23,295 Gross historical cost 1,346,064 1,350,585 Accumulated amortization (923,712) (881,096) Net book value $ 422,352 $ 469,489 Weighted-average amortization period in years 14.6 13.4 Liabilities: Below market tenant leases $ 93,054 $ 93,089 Above market ground leases 7,908 7,907 Gross historical cost 100,962 100,996 Accumulated amortization (47,983) (46,048) Net book value $ 52,979 $ 54,948 Weighted-average amortization period in years 14.7 14.5 The following is a summary of real estate intangible amortization for the periods presented (in thousands): Three Months Ended March 31, 2016 2015 Rental income related to above/below market tenant leases, net $ 81 $ 206 Property operating expenses related to above/below market ground leases, net (311) (319) Depreciation and amortization related to in place lease intangibles and lease commissions (34,454) (24,324) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2016 $ 84,239 $ 3,894 2017 79,195 6,807 2018 44,698 6,181 2019 25,238 5,771 2020 22,341 5,290 Thereafter 166,641 25,036 Total $ 422,352 $ 52,979 |
Dispositions, Assets Held for S
Dispositions, Assets Held for Sale and Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
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. During the three months ended March 31, 2016 and 2015, we recorded impairment charges on certain held-for-sale triple-net properties as the fair values less estimated costs to sell exceeded our carrying values . The following is a summary of our real property disposition activity for the periods presented (in thousands): Three Months Ended March 31, 2016 March 31, 2015 Real estate dispositions: Triple-net $ - $ 110,998 Outpatient medical - 9,422 Total dispositions - 120,420 Gain (loss) on real estate dispositions, net - 56,845 Proceeds from real estate dispositions $ - $ 177,265 Dispositions and Assets Held for Sale Pursuant to our adoption of ASU 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”, 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 foll owing represents the activity related to these properties for the periods presented (in thousands): Three Months Ended March 31, 2016 2015 Revenues: Rental income $ 5,477 $ 12,166 Expenses: Interest expense 851 2,262 Property operating expenses 1,362 1,527 Provision for depreciation 820 3,256 Total expenses 3,033 7,045 Income (loss) from real estate dispositions, net $ 2,444 $ 5,121 |
Real Estate Loans Receivable
Real Estate Loans Receivable | 3 Months Ended |
Mar. 31, 2016 | |
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): Three Months Ended March 31, 2016 March 31, 2015 Outpatient Outpatient Triple-net Medical Totals Triple-net Medical Totals Advances on real estate loans receivable: Investments in new loans $ 8,013 $ - $ 8,013 $ 368,080 $ - $ 368,080 Draws on existing loans 19,206 32 19,238 14,330 2,285 16,615 Net cash advances on real estate loans 27,219 32 27,251 382,410 2,285 384,695 Receipts on real estate loans receivable: Loan payoffs 104,068 12,290 116,358 8,568 - 8,568 Principal payments on loans 3,107 - 3,107 7,933 - 7,933 Sub-total 107,175 12,290 119,465 16,501 - 16,501 Less: Non-cash activity (25,691) - (25,691) - - - Net cash receipts on real estate loans 81,484 12,290 93,774 16,501 - 16,501 Net cash advances (receipts) on real estate loans (54,265) (12,258) (66,523) 365,909 2,285 368,194 Change in balance due to foreign currency translation (1,987) - (1,987) (3,096) - (3,096) Net change in real estate loans receivable $ (81,943) $ (12,258) $ (94,201) $ 362,813 $ 2,285 $ 365,098 We recorded no provision for loan losses during the three months ended March 31, 2016 . At March 31, 2016 , we had no real estate loans w ith outstanding balances on non-accrual status and no allowances for loan losses were recorded. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2016 | |
Investments In Unconsolidated Entities [Abstract] | |
Equity Method Investments Disclosure [Text Block] | 7 . Investments in Unconsolidated Entities We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition b y the joint ventures and are reflected in our C onsolidated S tatements of C omprehensive I ncome as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) March 31, 2016 December 31, 2015 Triple-net 10% to 49% $ 34,289 $ 36,351 Seniors housing operating 10% to 50% 504,355 499,537 Outpatient medical 43% 6,426 6,393 Total $ 545,070 $ 542,281 (1) Excludes ownership of in-substance real estate. At March 31, 2016, the aggregate unamortized basis difference of our joint venture investments of $155,831 ,000 is primarily attributable to appreciation of the underlying properties and transaction costs. This difference will be amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities. |
Credit Concentration
Credit Concentration | 3 Months Ended |
Mar. 31, 2016 | |
Customer Concentration [Abstract] | |
Credit Concentration | 8 . Credit Concentration We use net operating income from continuing operations (“NOI”) as our credit concentration metric. See Note 17 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the three month period ended March 31, 2016 , excluding our share of NOI in unconsolidated entities (dollars in thousands): Number of Total Percent of Concentration by relationship: (1) Properties NOI NOI (2) Genesis Healthcare 187 $ 99,894 17% Sunrise Senior Living (3) 150 75,953 13% Brookdale Senior Living 148 42,585 7% Revera (3) 97 35,654 6% Benchmark Senior Living 49 25,875 4% Remaining portfolio 803 317,453 53% Totals 1,434 $ 597,414 100% (1) Genesis Healthcare is in our triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Benchmark Senior Living and Brookdale Senior Living are both in our triple-net and seniors housing operating segments. (2) NOI with our top five relationships comprised 46% of total NOI for the year ending December 31, 2015. (3) Revera owns a controlling interest in Sunrise Senior Living. |
Borrowings Under Credit Facilit
Borrowings Under Credit Facilities and Related Items | 3 Months Ended |
Mar. 31, 2016 | |
Borrowings Under Credit Facilities and Related Items [Abstract] | |
Borrowings Under Credit Facilities and Related Items | 9. Borrowings Under Credit Facilities and Related Items At March 31, 2016, we had a primary unsecured credit facility with a consortium of 28 banks that includes a $2,500,000,000 unsecured revolving credit facility, a $500,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $500,000,000 unsecured term credit facility b y up to an additional $1,000,000,000 and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to $500,000,000 in alternate currencies (n one outstanding at March 31, 2016 ). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interes t rate ( 1.36% at March 31, 2016 ). The applicable margin is based on certain of our debt ratings and was 0.925% at March 31, 2016 . 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 0.15% at March 31, 2016 . The primary unsecured credit facility is scheduled to expire October 31, 2018 and can be extended for an additional year at our option. The following information relates to aggregate borrowings under the primary unsecured revolving credit facility for the periods presented (dollars in th ousands): Three Months Ended March 31, 2016 2015 Balance outstanding at quarter end (1) $ 645,000 $ 410,000 Maximum amount outstanding at any month end $ 945,000 $ 430,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 671,044 $ 408,944 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 1.29% 1.21% (1) As of March 31, 2016, letters of credit in the aggregate amount of $48,930,000 have been issued, which reduces the borrowing capacity on the unsecured revolving credit facility. |
Senior Unsecured Notes and Secu
Senior Unsecured Notes and Secured Debt | 3 Months Ended |
Mar. 31, 2016 | |
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 senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior unsecured notes are redeemable at our option, at any time in whole or from time to time in part , at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At March 31, 2016 , the annual principal payments due on the se debt obligations were as follows (in thousands): Senior Secured Unsecured Notes (1,2) Debt (1,3) Totals 2016 $ - $ 434,322 $ 434,322 2017 450,000 490,995 940,995 2018 450,000 631,533 1,081,533 2019 (4,5) 1,292,767 385,748 1,678,515 2020 (6) 681,321 182,554 863,875 Thereafter (7,8,9,10) 6,060,005 1,363,336 7,423,341 Totals $ 8,934,093 $ 3,488,488 $ 12,422,581 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the balance sheet. (2) Annual interest rates range from 1.41% to 6.5%. (3) Annual interest rates range from 1.0% to 7.98%. Carrying value of the properties securing the debt totaled $6,226,111,000 at March 31, 2016. (4) On July 25, 2014, we refinanced the funding on a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $192,767,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2016). The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at the Canadian Dealer Offered Rate plus 97.5 basis points (1.85% at March 31, 2016). (5) On July 25, 2014, we refinanced the funding on a $500,000,000 unsecured term credit facility. The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at LIBOR plus 97.5 basis points (1.41% at March 31, 2016). (6) In November 2015, one of our wholly-owned subsidiaries issued and we guaranteed $300,000,000 of Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $231,321,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2016). (7) On November 20, 2013, we completed the sale of £ 550,000,000 (approximately $790,955,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2016) of 4.8% senior unsecured notes due 2028. (8) On November 25, 2014, we completed the sale of £ 500,000,000 (approximately $719,050,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2016) of 4.5% senior unsecured notes due 2034. (9) In May 2015, we issued $750,000,000 of 4.0% senior unsecured notes due 2025. In October 2015, we issued an additional $500,000,000 of these notes under a re-opening of the offer. (10) In March 2016, we issued $700,000,000 of 4.25% senior unsecured notes due 2026. The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands) : Three Months Ended March 31, 2016 March 31, 2015 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 8,645,758 4.237% $ 7,817,154 4.385% Debt issued 700,000 4.250% - 0.000% Debt extinguished (400,000) 3.625% - 0.000% Debt redeemed - 0.000% (154,654) 3.000% Foreign currency (11,665) 3.943% (94,579) 4.333% Ending balance $ 8,934,093 4.266% $ 7,567,921 4.352% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2016 March 31, 2015 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 3,478,207 4.44% $ 2,941,765 4.94% Debt issued 75,136 3.06% 82,724 2.34% Debt assumed - 0.00% 205,897 3.98% Debt extinguished (111,701) 4.45% (192,427) 4.02% Foreign currency 65,488 3.67% (15,630) 5.01% Principal payments (18,642) 4.54% (49,672) 3.96% Ending balance $ 3,488,488 4.40% $ 2,972,657 4.88% 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 March 31, 2016 , we were in compliance with all of the cove nants under our debt agreements. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2016 | |
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 associat ed 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 Contrac ts 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 $1,412,000 of gains, 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. During the three months ended March 31, 2016 and 2015, we settled certain net investment hedges generating cash proceeds of $0 and $72,477,000, respectively . 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): March 31, 2016 December 31, 2015 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 1,175,000 $ 1,175,000 Denominated in Pounds Sterling £ 550,000 £ 550,000 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pounds Sterling £ 1,050,000 £ 1,050,000 Derivatives designated as cash flow hedges Denominated in U.S. Dollars $ 57,000 $ 57,000 Denominated in Canadian Dollars $ 72,000 $ 72,000 Denominated in Pounds Sterling £ 60,000 £ 60,000 Derivative instruments not designated: Denominated in Canadian Dollars $ 47,000 $ 47,000 The following presents the impact of derivative instruments on the Consolidated S tatement s of C omprehensive I ncome for the periods presented (in thousands) : Three Months Ended March 31, Location 2016 2015 Gain (loss) on interest rate swaps reclassified from AOCI into income (effective portion) Interest expense $ (483) $ (466) Gain (loss) on forward exchange contracts recognized in income Interest expense (1,327) 2,747 Loss (gain) on option exercise (1) Loss (gain) on derivatives, net - (58,427) Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI OCI (2,739) 184,051 (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 12 . Commitments and Contingencies At March 31, 2016 , we had nine outstanding letter of credit obligations totaling $90,401 ,000 and expiring between 2016 and 2018 . At March 31, 2016 , we had outstanding construction in progress of $ 297,023,000 and were committed to providing additional funds of approximately $ 637,356,000 to complete construction. Purchase obligations include contingent purchase obligations totaling $ 28,713,000 which relate to unfunded capital improvement obligations and contingent obligati ons on acquisitions. Rents due from the tenant are increased to reflect the additional investment in the property. 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 asse t, 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 March 31, 2016 , we had operating lease obligations of $ 1,056,909,000 relating to certain ground leases and company office space and capital lease obligations of $ 97,385,000 relating primarily 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 March 31, 2016 , aggregate future minimum rentals to be received under these noncancelable subleases totaled $ 75,296,000 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: March 31, 2016 December 31, 2015 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares 25,875,000 25,875,000 Outstanding shares 25,875,000 25,875,000 Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 357,697,257 355,594,373 Outstanding shares 356,772,720 354,777,670 Common Stock. The following is a summary of our common stock issuances during the three months ended March 31, 2016 and 2015 (dollars in thousands, except per share amounts): Shares Issued Average Price Gross Proceeds Net Proceeds February 2015 public issuance 19,550,000 $ 75.50 $ 1,476,025 $ 1,423,935 2015 Dividend reinvestment plan issuances 766,488 76.38 58,547 58,547 2015 Option exercises 149,788 47.17 7,065 7,065 2015 Stock incentive plans, net of forfeitures 166,815 - - 2015 Senior note conversions 1,048,641 - - 2015 Totals 21,681,732 $ 1,541,637 $ 1,489,547 2016 Dividend reinvestment plan issuances 1,058,085 60.00 $ 63,484 $ 63,484 2016 Option exercises 9,864 21.29 210 210 2016 Stock incentive plans, net of forfeitures 484,005 - - 2016 Equity shelf program issuances 443,096 67.12 30,192 29,739 2016 Totals 1,995,050 $ 93,886 $ 93,433 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): Three Months Ended March 31, 2016 March 31, 2015 Per Share Amount Per Share Amount Common Stock $ 0.8600 $ 305,770 $ 0.8250 $ 272,569 Series I Preferred Stock 0.8125 11,680 0.8125 11,680 Series J Preferred Stock 0.4064 4,672 0.4064 4,672 Totals $ 322,122 $ 288,921 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 Available for Sale Securities Actuarial Losses Cash Flow Hedges Total Balance at December 31, 2015 $ (85,484) $ - $ (1,343) $ (1,416) $ (88,243) Other comprehensive income before reclassification adjustments (13,746) (7,549) 2 - (21,293) Reclassification amount to net income - - - 483 (1) 483 Net current-period other comprehensive income (13,746) (7,549) 2 483 (20,810) Balance at March 31, 2016 $ (99,230) $ (7,549) $ (1,341) $ (933) $ (109,053) Balance at December 31, 2014 $ (74,770) $ - $ (1,589) $ (650) $ (77,009) Other comprehensive income before reclassification adjustments (16,641) (11,687) - (2,625) (30,953) Reclassification amount to net income - - - 466 (1) 466 Net current-period other comprehensive income (16,641) (11,687) - (2,159) (30,487) Balance at March 31, 2015 $ (91,411) $ (11,687) $ (1,589) $ (2,809) $ (107,496) (1) Please see note 11 for additional information. |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2016 | |
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 comm o n stock to be issued at the discretion of the Compensation Committee of the Board of Directors. Our non-employee directors, officers and key employees are eligible to participate in the 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 per iods 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 $8,186,000 for the three months ended March 31, 2016 and $9,054 , 000 for the same period in 2015 . |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders $ 148,969 $ 190,799 Denominator for basic earnings per share - weighted average shares 355,076 336,754 Effect of dilutive securities: Employee stock options 101 200 Non-vested restricted shares 253 416 Redeemable shares 621 - Convertible senior unsecured notes - 442 Dilutive potential common shares 975 1,058 Denominator for diluted earnings per share - adjusted weighted average shares 356,051 337,812 Basic earnings per share $ 0.42 $ 0.57 Diluted earnings per share $ 0.42 $ 0.56 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 pr ice) 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 o f 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 substan tially 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, 2015 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 borrow ers 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 val ue based on Level 1 publicly available trading prices . Borrowings Under Primary Unsecured Credit Facility — The carrying amount of the primary unsecured credit facility approximates fair value because the borrowings are interest rate adjustable. Senior U nsecured Notes — T he fair value of the fixed rate senior unsecured notes was estimated based on Level 1 publicly available trading prices. The carrying amount of variable rate senior unsecured notes approximates fair value because the y 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 simila r loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable. Foreign Currency Forward Contracts — Foreign currency f orward 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 exch ange rates , comprised of current spot and traded forward points , and calculating a present valu e 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 f or 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): March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 546,573 $ 572,909 $ 635,492 $ 663,501 Other real estate loans receivable 178,718 182,829 184,000 185,693 Available-for-sale equity investments 15,230 15,230 22,779 22,779 Cash and cash equivalents 355,949 355,949 360,908 360,908 Foreign currency forward contracts 100,162 100,162 129,520 129,520 Financial liabilities: Borrowings under unsecured credit facilities $ 645,000 $ 645,000 $ 835,000 $ 835,000 Senior unsecured notes 8,828,053 9,391,062 8,548,055 9,020,529 Secured debt 3,515,053 3,724,054 3,509,142 3,678,564 Foreign currency forward contracts 2,308 2,308 - - Redeemable OP unitholder interests $ 114,481 $ 114,481 $ 112,029 $ 112,029 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 March 31, 2016 Total Level 1 Level 2 Level 3 Available-for-sale equity investments (1) $ 15,230 $ 15,230 $ - $ - Foreign currency forward contracts, net (2) 97,854 - 97,854 - Redeemable OP unitholder interests 114,481 - 114,481 - Totals $ 227,565 $ 15,230 $ 212,335 $ - (1) Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date. During the year ended December 31, 2015, we recognized an other than temporary impairment charge of $35,648,000 on the Genesis Healthcare stock investment. Also, see Note 11 for details related to the gain on the derivative asset originally recognized. (2) 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 i n business combinations (see Note 3) and asset impai rments (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 r eside 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 consi der 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 exp ectations 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 transact ion date . |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
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 three operating segments: triple-net, seniors housing operating and outpatient medical . During the three months ended March 31, 2016, we reclassified four properties previously classified in the triple-net segment to the outpatient medical segment. Accordingly, the segment information provided in this note has been reclassi fied to conform to the current presentation for all periods presented. Our triple-net properties include long-term/post-acute care facilities, assisted living facilities, independent living/continuing care retirement communities, care homes (United Ki ngdom), independent support living facilities (Canada), care homes with nursing (United Kingdom) and combinations thereof. Under the triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our seniors housing operating properties include the seniors housing communities referenced above that ar e owned and/or operated through RIDEA structures (see Notes 3 and 18). Our outpatient medical properties in clude outpatient medical buildings and , during past years, life science buildings which are aggregated into our outpatient medical reportable s egment. Our outpatient medical buildings are typically leased to multiple tenants and generally require a certain level of property management. During the three months ended June 30, 2015, we disposed of our life science investments. We evaluate performan ce based upon NOI by segment . We define NOI as total revenues, including tenant reimbursements, less pr operty 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 al located to individual segments in determining NOI. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 ). 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 n o intersegment sales or transfers. Summary information for the reportable segments is as follows for the periods presented (in thousands): Three Months Ended March 31, 2016: Triple-net Seniors Housing Operating Outpatient Medical Non-segment / Corporate Total Rental income $ 283,825 $ - $ 131,838 $ - $ 415,663 Resident fees and services - 602,149 - - 602,149 Interest income 22,853 1,031 1,304 - 25,188 Other income 1,490 2,189 313 58 4,050 Total revenues 308,168 605,369 133,455 58 1,047,050 Property operating expenses - 408,894 40,742 - 449,636 Net operating income from continuing operations 308,168 196,475 92,713 58 597,414 Reconciling items: Interest expense 5,606 40,828 5,744 80,782 132,960 Depreciation and amortization 79,800 101,832 47,064 - 228,696 General and administrative - - - 45,691 45,691 Transaction costs 2,852 3,933 1,423 - 8,208 Loss (gain) on extinguishment of debt, net (24) - - - (24) Impairment of assets 14,314 - - - 14,314 Income (loss) from continuing operations before income taxes and income from unconsolidated entities 205,620 49,882 38,482 (126,415) 167,569 Income tax expense (317) 2,767 (228) (497) 1,725 (Loss) income from unconsolidated entities 3,081 (6,935) 34 - (3,820) Income (loss) from continuing operations 208,384 45,714 38,288 (126,912) 165,474 Gain (loss) on real estate dispositions, net - - - - - Net income (loss) $ 208,384 $ 45,714 $ 38,288 $ (126,912) $ 165,474 Total assets $ 12,337,195 $ 11,595,907 $ 5,059,616 $ 95,575 $ 29,088,293 Three Months Ended March 31, 2015: Triple-net Seniors Housing Operating Outpatient Medical Non-segment / Corporate Total Rental income $ 261,993 $ - $ 117,594 $ - $ 379,587 Resident fees and services - 492,510 - - 492,510 Interest income 14,699 1,031 1,264 - 16,994 Other income 3,883 1,020 161 22 5,086 Total revenues 280,575 494,561 119,019 22 894,177 Property operating expenses - 338,507 37,954 - 376,461 Net operating income from continuing operations 280,575 156,054 81,065 22 517,716 Reconciling items: Interest expense 8,424 34,458 7,388 70,810 121,080 Loss (gain) on derivatives, net (58,427) - - - (58,427) Depreciation and amortization 69,420 76,636 42,773 - 188,829 General and administrative - - - 35,138 35,138 Transaction costs 36,171 12,042 341 - 48,554 Loss (gain) on extinguishment of debt, net 10,337 - - 5,064 15,401 Impairment of assets 2,220 - - - 2,220 Income (loss) from continuing operations before income taxes and income from unconsolidated entities 212,430 32,918 30,563 (110,990) 164,921 Income tax expense 419 (533) 466 (48) 304 (Loss) income from unconsolidated entities 1,393 (15,073) 1,032 - (12,648) Income (loss) from continuing operations 214,242 17,312 32,061 (111,038) 152,577 Gain (loss) on real estate dispositions, net 54,096 - 2,749 - 56,845 Net income (loss) $ 268,338 $ 17,312 $ 34,810 $ (111,038) $ 209,422 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 March 31, 2016 March 31, 2015 Revenues: Amount % Amount % United States $ 842,357 80.5% $ 745,136 83.3% United Kingdom 100,555 9.6% 91,815 10.3% Canada 104,138 9.9% 57,226 6.4% Total $ 1,047,050 100.0% $ 894,177 100.0% As of March 31, 2016 December 31, 2015 Assets: Amount % Amount % United States $ 23,461,804 80.7% $ 25,995,793 89.6% United Kingdom 2,950,387 10.1% 1,741,973 6.0% Canada 2,676,102 9.2% 1,286,079 4.4% Total $ 29,088,293 100.0% $ 29,023,845 100.0% |
Income Taxes and Distributions
Income Taxes and Distributions | 3 Months Ended |
Mar. 31, 2016 | |
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 prov ision for loan losses for reporting purp o ses versus bad debt expense for tax purposes. Under the provisions of the REIT Investment Diversificatio n 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 continuin g 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 faci lities 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 es 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 jurisdictio ns outside the U.S. The income tax benefit for the three months ended March 31, 2016 and 2015, was primarily due to operating income or losses, offset by certain discrete items at our TRS entities. In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and all of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal incom e tax purposes. The company reflects current and deferred tax liabilities for any such withholding taxes incurred as a result of this holding company structure in its cons olidated financial statements. Generally, given current statutes of limitation s, we are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2012 and subsequent years and by state taxing authorities for the year ended December 31, 201 1 and subsequent years. The company and its subsidiaries are al so subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to our initial investments in Canada in May 2012, by HM Revenue & Customs for periods subsequent to our initial investments in the United Kingdom i n August 2012 and by Luxembourg taxing authorities generally for periods subsequent to our establishment of certain Luxembourg-based subsidiaries during 2014. |
Variable Interest Entity Disclo
Variable Interest Entity Disclosure | 3 Months Ended |
Mar. 31, 2016 | |
Variable Interest Entity Disclosure [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 19. VIE Disclosure We have entered into certain joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be variable interest entities for which we have concluded that we are the primary beneficiary based on a combination of operational control of the joint venture and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Except for capital contributions associated with the initial joint venture formati ons , the joint ventures have been a nd are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated variable interest en tities in the aggregate: (In thousands) March 31, 2016 December 31, 2015 Assets Net real property owned $ 1,020,357 $ 453,889 Cash and cash equivalents 14,080 8,759 Receivables and other assets 10,450 8,082 Total assets (1) $ 1,044,887 $ 470,730 $ Liabilities and equity Secured debt $ 451,952 $ 147,021 Accrued expenses and other liabilities 12,845 7,732 Redeemable noncontrolling interests 71,440 70,090 Total equity 508,650 245,887 Total liabilities and equity $ 1,044,887 $ 470,730 (1) Note that assets of the consolidated variable interest entities can only be used to settle obligations relating to such variable interest entities. Liabilities of the consolidated variable interest entities represent claims against the specific assets of the variable interest entities. |
Accounting Policies and Relat26
Accounting Policies and Related Matters (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. During the three months ended March 31, 2016, we determined that an immaterial portion of our noncontrolling interests re lated to a 2015 transaction was misclassified in permanent equity rather than temporary equity based on a redemption feature of the partnership agreement and we have corrected the $114,714,000 misclassification by recording the change in the consolidated s tatement of equity for the three months ended March 31, 2016. Operating results for the three months ended March 31, 2016 are not necessarily an indication of the results that may be expected for t he year ending December 31, 2016 . 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, 2015 . |
New Accounting Standards | New Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manne r 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, beg inning after December 15, 2017, and early adoption is permitted beginning after December 15, 2016. 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. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consoli dation Analysis” , which makes certain changes to both the variable interest model and the voting model, including chang es to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. We adopted ASU 2015-02 on January 1, 2016. This guidance did not have a significant impact on our consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would ha ve been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted ASU 2015-16 on January 1, 2016. This guidance did not have a significant impact on our consolidated fina ncial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 8 4 2) ,” which requires lessees to recognize assets and liabilities on their balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their income statements over the lease term. It will also require disclosures designed to give financial statement users information regarding the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beg inning of the earliest comparative period in the financial statements. We are currently evaluating the impact that the standard will have on our consolidated financial statements. |
Real Property Acquisitions an27
Real Property Acquisitions and Development (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real property acquisitions and development [Line Items] | |
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | Triple-n et Activity Three Months Ended (In thousands) March 31, 2016 (1) March 31, 2015 Land and land improvements $ 15,331 $ 22,983 Buildings and improvements 114,235 239,728 Acquired lease intangibles 1,623 799 Receivables and other assets - 7 Total assets acquired 131,189 263,517 Accrued expenses and other liabilities (809) (732) Total liabilities assumed (809) (732) Non-cash acquisition related activity (28,621) (357) Cash disbursed for acquisitions 101,759 262,428 Construction in progress additions 43,835 45,360 Less: Capitalized interest (1,684) (1,756) Foreign currency translation (583) (642) Cash disbursed for construction in progress 41,568 42,962 Capital improvements to existing properties 7,438 11,557 Total cash invested in real property, net of cash acquired $ 150,765 $ 316,947 (1) Includes acquisitions with an aggregate purchase price of $115,875,000 for which the allocation of the purchase price consideration is preliminary and subject to change. Seniors Housing Operating Activity Three Months Ended (In thousands) March 31, 2016 (1) March 31, 2015 Land and land improvements $ 3,440 $ 86,184 Building and improvements 48,218 1,016,426 Acquired lease intangibles 1,942 62,838 Restricted cash - 3,820 Receivables and other assets 36 23,014 Total assets acquired (2) 53,636 1,192,282 Secured debt - (208,960) Accrued expenses and other liabilities (11) (16,164) Total liabilities assumed (11) (225,124) Noncontrolling interests (549) (83,194) Cash disbursed for acquisitions 53,076 883,964 Construction in progress additions 4,033 4,193 Less: Capitalized interest (565) (394) Foreign currency translation (1,107) (1,472) Cash disbursed for construction in progress 2,361 2,327 Capital improvements to existing properties 16,808 11,632 Total cash invested in real property, net of cash acquired $ 72,245 $ 897,923 (1) Includes acquisitions with an aggregate purchase price of $53,636,000 for which the allocation of the purchase price consideration is preliminary and subject to change. (2) Excludes $113,000 and $1,677,000 of cash acquired during the three months ended March 31, 2016 and 2015, respectively. Outpatient Medical Activity Three Months Ended (In thousands) March 31, 2016 (1) March 31, 2015 Land and land improvements $ - $ 47,019 Buildings and improvements 17,637 307,072 Acquired lease intangibles - 511 Total assets acquired 17,637 354,602 Accrued expenses and other liabilities (990) - Total liabilities assumed (990) - Cash disbursed for acquisitions 16,647 354,602 Construction in progress additions 28,934 16,421 Less: Capitalized interest (788) (237) Accruals (2) (5,336) (1,921) Cash disbursed for construction in progress 22,810 14,263 Capital improvements to existing properties 10,779 6,639 Total cash invested in real property $ 50,236 $ 375,504 (1) Includes acquisitions with an aggregate purchase price of $17,637,000 for which the allocation of the purchase price consideration is preliminary and subject to change. (2) Represents non-cash consideration 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 | Three Months Ended March 31, 2016 March 31, 2015 Development projects: Outpatient medical $ 35,363 $ 16,592 Total development projects 35,363 16,592 Expansion projects - 19,541 Total construction in progress conversions $ 35,363 $ 36,133 |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Intangibles (Tables) [Abstract] | |
Summary of real estate intangibles excluding those classified as held for sale | March 31, 2016 December 31, 2015 Assets: In place lease intangibles $ 1,196,335 $ 1,179,537 Above market tenant leases 62,544 67,529 Below market ground leases 62,643 80,224 Lease commissions 24,542 23,295 Gross historical cost 1,346,064 1,350,585 Accumulated amortization (923,712) (881,096) Net book value $ 422,352 $ 469,489 Weighted-average amortization period in years 14.6 13.4 Liabilities: Below market tenant leases $ 93,054 $ 93,089 Above market ground leases 7,908 7,907 Gross historical cost 100,962 100,996 Accumulated amortization (47,983) (46,048) Net book value $ 52,979 $ 54,948 Weighted-average amortization period in years 14.7 14.5 |
Schedule of Real Estate Intangible Amortization | Three Months Ended March 31, 2016 2015 Rental income related to above/below market tenant leases, net $ 81 $ 206 Property operating expenses related to above/below market ground leases, net (311) (319) Depreciation and amortization related to in place lease intangibles and lease commissions (34,454) (24,324) |
Schedule of the future estimated aggregate amortization of intangible assets and liabilities | Assets Liabilities 2016 $ 84,239 $ 3,894 2017 79,195 6,807 2018 44,698 6,181 2019 25,238 5,771 2020 22,341 5,290 Thereafter 166,641 25,036 Total $ 422,352 $ 52,979 |
Dispositions, Assets Held for29
Dispositions, Assets Held for Sale and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Dispositions, Assets Held for Sale and Discontinued Operations (Tables) [Abstract] | |
Summary of real property disposition activity | Three Months Ended March 31, 2016 March 31, 2015 Real estate dispositions: Triple-net $ - $ 110,998 Outpatient medical - 9,422 Total dispositions - 120,420 Gain (loss) on real estate dispositions, net - 56,845 Proceeds from real estate dispositions $ - $ 177,265 |
Summary of disposed properties. | Three Months Ended March 31, 2016 2015 Revenues: Rental income $ 5,477 $ 12,166 Expenses: Interest expense 851 2,262 Property operating expenses 1,362 1,527 Provision for depreciation 820 3,256 Total expenses 3,033 7,045 Income (loss) from real estate dispositions, net $ 2,444 $ 5,121 |
Real Estate Loans Receivable (T
Real Estate Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Loans Receivable (Tables) [Abstract] | |
Summary of real estate loan activity | Three Months Ended March 31, 2016 March 31, 2015 Outpatient Outpatient Triple-net Medical Totals Triple-net Medical Totals Advances on real estate loans receivable: Investments in new loans $ 8,013 $ - $ 8,013 $ 368,080 $ - $ 368,080 Draws on existing loans 19,206 32 19,238 14,330 2,285 16,615 Net cash advances on real estate loans 27,219 32 27,251 382,410 2,285 384,695 Receipts on real estate loans receivable: Loan payoffs 104,068 12,290 116,358 8,568 - 8,568 Principal payments on loans 3,107 - 3,107 7,933 - 7,933 Sub-total 107,175 12,290 119,465 16,501 - 16,501 Less: Non-cash activity (25,691) - (25,691) - - - Net cash receipts on real estate loans 81,484 12,290 93,774 16,501 - 16,501 Net cash advances (receipts) on real estate loans (54,265) (12,258) (66,523) 365,909 2,285 368,194 Change in balance due to foreign currency translation (1,987) - (1,987) (3,096) - (3,096) Net change in real estate loans receivable $ (81,943) $ (12,258) $ (94,201) $ 362,813 $ 2,285 $ 365,098 |
Investments in Unconsolidated31
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments In Unconsolidated Entities [Abstract] | |
Summary Of Investments In Unconsolidated Entities [Text Block] | Percentage Ownership (1) March 31, 2016 December 31, 2015 Triple-net 10% to 49% $ 34,289 $ 36,351 Seniors housing operating 10% to 50% 504,355 499,537 Outpatient medical 43% 6,426 6,393 Total $ 545,070 $ 542,281 (1) Excludes ownership of in-substance real estate. |
Credit Concentration (Tables)
Credit Concentration (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Customer Concentration (Tables) [Abstract] | |
Summary of credit concentration | Number of Total Percent of Concentration by relationship: (1) Properties NOI NOI (2) Genesis Healthcare 187 $ 99,894 17% Sunrise Senior Living (3) 150 75,953 13% Brookdale Senior Living 148 42,585 7% Revera (3) 97 35,654 6% Benchmark Senior Living 49 25,875 4% Remaining portfolio 803 317,453 53% Totals 1,434 $ 597,414 100% (1) Genesis Healthcare is in our triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Benchmark Senior Living and Brookdale Senior Living are both in our triple-net and seniors housing operating segments. (2) NOI with our top five relationships comprised 46% of total NOI for the year ending December 31, 2015. (3) Revera owns a controlling interest in Sunrise Senior Living. |
Borrowings Under Credit Facil33
Borrowings Under Credit Facilities and Related Items (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Borrowings Under Credit Facilities and Related Items (Tables) [Abstract] | |
Aggregate borrowings under the unsecured line of credit arrangements | Three Months Ended March 31, 2016 2015 Balance outstanding at quarter end (1) $ 645,000 $ 410,000 Maximum amount outstanding at any month end $ 945,000 $ 430,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 671,044 $ 408,944 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 1.29% 1.21% (1) As of March 31, 2016, letters of credit in the aggregate amount of $48,930,000 have been issued, which reduces the borrowing capacity on the unsecured revolving credit facility. |
Senior Unsecured Notes and Se34
Senior Unsecured Notes and Secured Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Senior Unsecured Notes And Secured Debt (Tables) [Abstract] | |
Principal payments due on debt obligations | Senior Secured Unsecured Notes (1,2) Debt (1,3) Totals 2016 $ - $ 434,322 $ 434,322 2017 450,000 490,995 940,995 2018 450,000 631,533 1,081,533 2019 (4,5) 1,292,767 385,748 1,678,515 2020 (6) 681,321 182,554 863,875 Thereafter (7,8,9,10) 6,060,005 1,363,336 7,423,341 Totals $ 8,934,093 $ 3,488,488 $ 12,422,581 (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the balance sheet. (2) Annual interest rates range from 1.41% to 6.5%. (3) Annual interest rates range from 1.0% to 7.98%. Carrying value of the properties securing the debt totaled $6,226,111,000 at March 31, 2016. (4) On July 25, 2014, we refinanced the funding on a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $192,767,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2016). The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at the Canadian Dealer Offered Rate plus 97.5 basis points (1.85% at March 31, 2016). (5) On July 25, 2014, we refinanced the funding on a $500,000,000 unsecured term credit facility. The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at LIBOR plus 97.5 basis points (1.41% at March 31, 2016). (6) In November 2015, one of our wholly-owned subsidiaries issued and we guaranteed $300,000,000 of Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $231,321,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2016). (7) On November 20, 2013, we completed the sale of £ 550,000,000 (approximately $790,955,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2016) of 4.8% senior unsecured notes due 2028. (8) On November 25, 2014, we completed the sale of £ 500,000,000 (approximately $719,050,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2016) of 4.5% senior unsecured notes due 2034. (9) In May 2015, we issued $750,000,000 of 4.0% senior unsecured notes due 2025. In October 2015, we issued an additional $500,000,000 of these notes under a re-opening of the offer. (10) In March 2016, we issued $700,000,000 of 4.25% senior unsecured notes due 2026. |
Summary of senior unsecured note activity | Three Months Ended March 31, 2016 March 31, 2015 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 8,645,758 4.237% $ 7,817,154 4.385% Debt issued 700,000 4.250% - 0.000% Debt extinguished (400,000) 3.625% - 0.000% Debt redeemed - 0.000% (154,654) 3.000% Foreign currency (11,665) 3.943% (94,579) 4.333% Ending balance $ 8,934,093 4.266% $ 7,567,921 4.352% |
Secured debt principal activity | Three Months Ended March 31, 2016 March 31, 2015 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 3,478,207 4.44% $ 2,941,765 4.94% Debt issued 75,136 3.06% 82,724 2.34% Debt assumed - 0.00% 205,897 3.98% Debt extinguished (111,701) 4.45% (192,427) 4.02% Foreign currency 65,488 3.67% (15,630) 5.01% Principal payments (18,642) 4.54% (49,672) 3.96% Ending balance $ 3,488,488 4.40% $ 2,972,657 4.88% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments (Tables) [Abstract] | |
Impact of derivative instruments on the statement of operations and OCI | March 31, 2016 December 31, 2015 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 1,175,000 $ 1,175,000 Denominated in Pounds Sterling £ 550,000 £ 550,000 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pounds Sterling £ 1,050,000 £ 1,050,000 Derivatives designated as cash flow hedges Denominated in U.S. Dollars $ 57,000 $ 57,000 Denominated in Canadian Dollars $ 72,000 $ 72,000 Denominated in Pounds Sterling £ 60,000 £ 60,000 Derivative instruments not designated: Denominated in Canadian Dollars $ 47,000 $ 47,000 Three Months Ended March 31, Location 2016 2015 Gain (loss) on interest rate swaps reclassified from AOCI into income (effective portion) Interest expense $ (483) $ (466) Gain (loss) on forward exchange contracts recognized in income Interest expense (1,327) 2,747 Loss (gain) on option exercise (1) Loss (gain) on derivatives, net - (58,427) Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI OCI (2,739) 184,051 (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity (Tables) [Abstract] | |
Summary of stockholder's equity capital accounts | March 31, 2016 December 31, 2015 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares 25,875,000 25,875,000 Outstanding shares 25,875,000 25,875,000 Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 357,697,257 355,594,373 Outstanding shares 356,772,720 354,777,670 |
Summary of common stock issuances | Shares Issued Average Price Gross Proceeds Net Proceeds February 2015 public issuance 19,550,000 $ 75.50 $ 1,476,025 $ 1,423,935 2015 Dividend reinvestment plan issuances 766,488 76.38 58,547 58,547 2015 Option exercises 149,788 47.17 7,065 7,065 2015 Stock incentive plans, net of forfeitures 166,815 - - 2015 Senior note conversions 1,048,641 - - 2015 Totals 21,681,732 $ 1,541,637 $ 1,489,547 2016 Dividend reinvestment plan issuances 1,058,085 60.00 $ 63,484 $ 63,484 2016 Option exercises 9,864 21.29 210 210 2016 Stock incentive plans, net of forfeitures 484,005 - - 2016 Equity shelf program issuances 443,096 67.12 30,192 29,739 2016 Totals 1,995,050 $ 93,886 $ 93,433 |
Summary of dividend payments | Three Months Ended March 31, 2016 March 31, 2015 Per Share Amount Per Share Amount Common Stock $ 0.8600 $ 305,770 $ 0.8250 $ 272,569 Series I Preferred Stock 0.8125 11,680 0.8125 11,680 Series J Preferred Stock 0.4064 4,672 0.4064 4,672 Totals $ 322,122 $ 288,921 |
Summary of accumulated other comprehensive income/(loss) | Unrecognized gains (losses) related to: Foreign Currency Translation Available for Sale Securities Actuarial Losses Cash Flow Hedges Total Balance at December 31, 2015 $ (85,484) $ - $ (1,343) $ (1,416) $ (88,243) Other comprehensive income before reclassification adjustments (13,746) (7,549) 2 - (21,293) Reclassification amount to net income - - - 483 (1) 483 Net current-period other comprehensive income (13,746) (7,549) 2 483 (20,810) Balance at March 31, 2016 $ (99,230) $ (7,549) $ (1,341) $ (933) $ (109,053) Balance at December 31, 2014 $ (74,770) $ - $ (1,589) $ (650) $ (77,009) Other comprehensive income before reclassification adjustments (16,641) (11,687) - (2,625) (30,953) Reclassification amount to net income - - - 466 (1) 466 Net current-period other comprehensive income (16,641) (11,687) - (2,159) (30,487) Balance at March 31, 2015 $ (91,411) $ (11,687) $ (1,589) $ (2,809) $ (107,496) (1) Please see note 11 for additional information. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share (Tables) [Abstract] | |
Computation of basic and diluted earnings per share | Three Months Ended March 31, 2016 2015 Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders $ 148,969 $ 190,799 Denominator for basic earnings per share - weighted average shares 355,076 336,754 Effect of dilutive securities: Employee stock options 101 200 Non-vested restricted shares 253 416 Redeemable shares 621 - Convertible senior unsecured notes - 442 Dilutive potential common shares 975 1,058 Denominator for diluted earnings per share - adjusted weighted average shares 356,051 337,812 Basic earnings per share $ 0.42 $ 0.57 Diluted earnings per share $ 0.42 $ 0.56 |
Disclosure about Fair Value o38
Disclosure about Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure about Fair Value of Financial Instruments (Tables) [Abstract] | |
Carrying amounts and estimated fair values of financial instruments | March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 546,573 $ 572,909 $ 635,492 $ 663,501 Other real estate loans receivable 178,718 182,829 184,000 185,693 Available-for-sale equity investments 15,230 15,230 22,779 22,779 Cash and cash equivalents 355,949 355,949 360,908 360,908 Foreign currency forward contracts 100,162 100,162 129,520 129,520 Financial liabilities: Borrowings under unsecured credit facilities $ 645,000 $ 645,000 $ 835,000 $ 835,000 Senior unsecured notes 8,828,053 9,391,062 8,548,055 9,020,529 Secured debt 3,515,053 3,724,054 3,509,142 3,678,564 Foreign currency forward contracts 2,308 2,308 - - Redeemable OP unitholder interests $ 114,481 $ 114,481 $ 112,029 $ 112,029 |
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | Fair Value Measurements as of March 31, 2016 Total Level 1 Level 2 Level 3 Available-for-sale equity investments (1) $ 15,230 $ 15,230 $ - $ - Foreign currency forward contracts, net (2) 97,854 - 97,854 - Redeemable OP unitholder interests 114,481 - 114,481 - Totals $ 227,565 $ 15,230 $ 212,335 $ - (1) Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date. During the year ended December 31, 2015, we recognized an other than temporary impairment charge of $35,648,000 on the Genesis Healthcare stock investment. Also, see Note 11 for details related to the gain on the derivative asset originally recognized. (2) Please see Note 11 for additional information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting (Tables) [Abstract] | |
Summary of information for reportable segments | Three Months Ended March 31, 2016: Triple-net Seniors Housing Operating Outpatient Medical Non-segment / Corporate Total Rental income $ 283,825 $ - $ 131,838 $ - $ 415,663 Resident fees and services - 602,149 - - 602,149 Interest income 22,853 1,031 1,304 - 25,188 Other income 1,490 2,189 313 58 4,050 Total revenues 308,168 605,369 133,455 58 1,047,050 Property operating expenses - 408,894 40,742 - 449,636 Net operating income from continuing operations 308,168 196,475 92,713 58 597,414 Reconciling items: Interest expense 5,606 40,828 5,744 80,782 132,960 Depreciation and amortization 79,800 101,832 47,064 - 228,696 General and administrative - - - 45,691 45,691 Transaction costs 2,852 3,933 1,423 - 8,208 Loss (gain) on extinguishment of debt, net (24) - - - (24) Impairment of assets 14,314 - - - 14,314 Income (loss) from continuing operations before income taxes and income from unconsolidated entities 205,620 49,882 38,482 (126,415) 167,569 Income tax expense (317) 2,767 (228) (497) 1,725 (Loss) income from unconsolidated entities 3,081 (6,935) 34 - (3,820) Income (loss) from continuing operations 208,384 45,714 38,288 (126,912) 165,474 Gain (loss) on real estate dispositions, net - - - - - Net income (loss) $ 208,384 $ 45,714 $ 38,288 $ (126,912) $ 165,474 Total assets $ 12,337,195 $ 11,595,907 $ 5,059,616 $ 95,575 $ 29,088,293 Three Months Ended March 31, 2015: Triple-net Seniors Housing Operating Outpatient Medical Non-segment / Corporate Total Rental income $ 261,993 $ - $ 117,594 $ - $ 379,587 Resident fees and services - 492,510 - - 492,510 Interest income 14,699 1,031 1,264 - 16,994 Other income 3,883 1,020 161 22 5,086 Total revenues 280,575 494,561 119,019 22 894,177 Property operating expenses - 338,507 37,954 - 376,461 Net operating income from continuing operations 280,575 156,054 81,065 22 517,716 Reconciling items: Interest expense 8,424 34,458 7,388 70,810 121,080 Loss (gain) on derivatives, net (58,427) - - - (58,427) Depreciation and amortization 69,420 76,636 42,773 - 188,829 General and administrative - - - 35,138 35,138 Transaction costs 36,171 12,042 341 - 48,554 Loss (gain) on extinguishment of debt, net 10,337 - - 5,064 15,401 Impairment of assets 2,220 - - - 2,220 Income (loss) from continuing operations before income taxes and income from unconsolidated entities 212,430 32,918 30,563 (110,990) 164,921 Income tax expense 419 (533) 466 (48) 304 (Loss) income from unconsolidated entities 1,393 (15,073) 1,032 - (12,648) Income (loss) from continuing operations 214,242 17,312 32,061 (111,038) 152,577 Gain (loss) on real estate dispositions, net 54,096 - 2,749 - 56,845 Net income (loss) $ 268,338 $ 17,312 $ 34,810 $ (111,038) $ 209,422 Three Months Ended March 31, 2016 March 31, 2015 Revenues: Amount % Amount % United States $ 842,357 80.5% $ 745,136 83.3% United Kingdom 100,555 9.6% 91,815 10.3% Canada 104,138 9.9% 57,226 6.4% Total $ 1,047,050 100.0% $ 894,177 100.0% As of March 31, 2016 December 31, 2015 Assets: Amount % Amount % United States $ 23,461,804 80.7% $ 25,995,793 89.6% United Kingdom 2,950,387 10.1% 1,741,973 6.0% Canada 2,676,102 9.2% 1,286,079 4.4% Total $ 29,088,293 100.0% $ 29,023,845 100.0% |
Variable Interest Entity Disc40
Variable Interest Entity Disclosure (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Variable Interest Entity Disclosure [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] | (In thousands) March 31, 2016 December 31, 2015 Assets Net real property owned $ 1,020,357 $ 453,889 Cash and cash equivalents 14,080 8,759 Receivables and other assets 10,450 8,082 Total assets (1) $ 1,044,887 $ 470,730 $ Liabilities and equity Secured debt $ 451,952 $ 147,021 Accrued expenses and other liabilities 12,845 7,732 Redeemable noncontrolling interests 71,440 70,090 Total equity 508,650 245,887 Total liabilities and equity $ 1,044,887 $ 470,730 (1) Note that assets of the consolidated variable interest entities can only be used to settle obligations relating to such variable interest entities. Liabilities of the consolidated variable interest entities represent claims against the specific assets of the variable interest entities. |
Business (Details)
Business (Details) | Mar. 31, 2016properties | |
Business [Line Items] | ||
Number of properties in diversified portfolio | 1,434 | [1] |
Controlling [Member] | ||
Business [Line Items] | ||
Number of properties in diversified portfolio | 1,490 | |
[1] | (1) Genesis Healthcare is in our triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Benchmark Senior Living and Brookdale Senior Living are both in our triple-net and seniors housing operating segments. |
Accounting Policies and Relat42
Accounting Policies and Related Matters (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Accounting Policies and Related Matters [Abstract] | |
Reclassifications of Permanent to Temporary Equity | $ 114,714 |
Real Property Acquisitions an43
Real Property Acquisitions and Development (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Triple Net [Member] | ||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ||||
Land and land improvements | $ 15,331 | [1] | $ 22,983 | |
Buildings and improvements | 114,235 | [1] | 239,728 | |
Acquired lease intangibles | 1,623 | [1] | 799 | |
Receivables and other assets | 0 | [1] | 7 | |
Total assets acquired | 131,189 | [1] | 263,517 | |
Accrued expenses and other liabilities | (809) | [1] | (732) | |
Total liabilities assumed | (809) | [1] | (732) | |
Non-cash acquisition related activity | (28,621) | [1] | (357) | |
Cash disbursed for acquisitions | 101,759 | [1] | 262,428 | |
Construction in progress additions | 43,835 | [1] | 45,360 | |
Less: Capitalized Interest | (1,684) | [1] | (1,756) | |
Less: Foreign currency translation | (583) | [1] | (642) | |
Cash disbursed for construction in progress | 41,568 | [1] | 42,962 | |
Capital improvements to existing properties | 7,438 | [1] | 11,557 | |
Total cash invested in real property | 150,765 | [1] | 316,947 | |
Triple Net [Member] | Preliminary [Member] | ||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ||||
Total cash invested in real property | 115,875 | |||
Senior housing - operating [Member] | ||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ||||
Land and land improvements | 3,440 | [2] | 86,184 | |
Buildings and improvements | 48,218 | [2] | 1,016,426 | |
Acquired lease intangibles | 1,942 | [2] | 62,838 | |
Restricted cash | 0 | [2] | 3,820 | |
Receivables and other assets | 36 | [2] | 23,014 | |
Total assets acquired | [3] | 53,636 | [2] | 1,192,282 |
Secured debt | 0 | [2] | (208,960) | |
Accrued expenses and other liabilities | (11) | [2] | (16,164) | |
Total liabilities assumed | (11) | [2] | (225,124) | |
Noncontrolling interests | (549) | [2] | (83,194) | |
Cash disbursed for acquisitions | 53,076 | [2] | 883,964 | |
Construction in progress additions | 4,033 | [2] | 4,193 | |
Less: Capitalized Interest | (565) | [2] | (394) | |
Less: Foreign currency translation | (1,107) | [2] | (1,472) | |
Cash disbursed for construction in progress | 2,361 | [2] | 2,327 | |
Capital improvements to existing properties | 16,808 | [2] | 11,632 | |
Total cash invested in real property | 72,245 | [2] | 897,923 | |
Cash Acquired from Acquisition | 113 | 1,667 | ||
Senior housing - operating [Member] | Preliminary [Member] | ||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ||||
Total cash invested in real property | 53,636 | |||
Outpatient Medical [Member] | ||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ||||
Land and land improvements | 0 | [4] | 47,019 | |
Buildings and improvements | 17,637 | [4] | 307,072 | |
Acquired lease intangibles | 0 | [4] | 511 | |
Total assets acquired | [5] | 17,637 | [4] | 354,602 |
Accrued expenses and other liabilities | (990) | [4] | 0 | |
Total liabilities assumed | (990) | [4] | 0 | |
Cash disbursed for acquisitions | 16,647 | [4] | 354,602 | |
Construction in progress additions | 28,934 | [4] | 16,421 | |
Less: Capitalized Interest | (788) | [4] | (237) | |
Less: Accruals | (5,336) | [4] | (1,921) | |
Cash disbursed for construction in progress | 22,810 | [4] | 14,263 | |
Capital improvements to existing properties | 10,779 | [4] | 6,639 | |
Total cash invested in real property | 50,236 | [4] | $ 375,504 | |
Outpatient Medical [Member] | Preliminary [Member] | ||||
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | ||||
Total cash invested in real property | $ 17,637 | |||
[1] | (1) Includes acquisitions with an aggregate purchase price of $115,875,000 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 $53,636,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||
[3] | (2) Excludes $113,000 and $1,677,000 of cash acquired during the three months ended March 31, 2016 and 2015, respectively. | |||
[4] | (1) Includes acquisitions with an aggregate purchase price of $17,637,000 for which the allocation of the purchase price consideration is preliminary and subject to change. | |||
[5] | (2) Represents non-cash consideration accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. |
Real Property Acquisitions an44
Real Property Acquisitions and Development (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Development projects: | ||
Total development projects | $ 35,363 | $ 16,592 |
Expansion projects | 0 | 19,541 |
Total construction in progress conversions | 35,363 | 36,133 |
Outpatient Medical [Member] | ||
Development projects: | ||
Total development projects | $ 35,363 | $ 16,592 |
Real Estate Intangibles (Detail
Real Estate Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets: | ||
Gross historical cost | $ 1,346,064 | $ 1,350,585 |
Accumulated amortization | 923,712 | 881,096 |
Net book value | $ 422,352 | $ 469,489 |
Weighted-average amortization period in years | 14 years 7 months | 13 years 5 months |
Intangible Liabilities: | ||
Gross historical cost | $ 100,962 | $ 100,996 |
Accumulated amortization | 47,983 | 46,048 |
Net book value | $ 52,979 | $ 54,948 |
Weighted-average amortization period in years | 14 years 9 months | 14 years 6 months |
In place lease intangibles [Member] | ||
Intangible Assets: | ||
Gross historical cost | $ 1,196,335 | $ 1,179,537 |
Above market tenant leases [Member] | ||
Intangible Assets: | ||
Gross historical cost | 62,544 | 67,529 |
Below market ground leases [Member] | ||
Intangible Assets: | ||
Gross historical cost | 62,643 | 80,224 |
Lease commissions [Member] | ||
Intangible Assets: | ||
Gross historical cost | 24,542 | 23,295 |
Below market tenant leases [Member] | ||
Intangible Liabilities: | ||
Gross historical cost | 93,054 | 93,089 |
Above market ground leases [Member] | ||
Intangible Liabilities: | ||
Gross historical cost | $ 7,908 | $ 7,907 |
Real Estate Intangibles (Real E
Real Estate Intangibles (Real Estate Intangible Maturity Schedule) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Estimated Aggregate Amortization Expense For Acquired Lease Intangibles Expected To Be Recognized [Line Items] | ||
Totals | $ 422,352 | $ 469,489 |
Intangible Liability [Member] | ||
Estimated Aggregate Amortization Expense For Acquired Lease Intangibles Expected To Be Recognized [Line Items] | ||
2,016 | 3,894 | |
2,017 | 6,807 | |
2,018 | 6,181 | |
2,019 | 5,771 | |
2,020 | 5,290 | |
Thereafter | 25,036 | |
Totals | 52,979 | |
Intangible Asset [Member] | ||
Estimated Aggregate Amortization Expense For Acquired Lease Intangibles Expected To Be Recognized [Line Items] | ||
2,016 | 84,239 | |
2,017 | 79,195 | |
2,018 | 44,698 | |
2,019 | 25,238 | |
2,020 | 22,341 | |
Thereafter | 166,641 | |
Totals | $ 422,352 |
Real Estate Intangibles (Deta47
Real Estate Intangibles (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Real Estate Intangible Amortization [Abstract] | ||
Rental income related to above/below market tenant leases, net | $ 81 | $ 206 |
Property operating expenses related to above/below market ground leases, net | (311) | (319) |
Depreciation and amortization related to in place lease intangibles and lease commissions | $ (34,454) | $ (24,324) |
Dispositions, Assets Held for48
Dispositions, Assets Held for Sale and Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Real property dispositions: | ||
Total dispositions | $ 0 | $ 120,420 |
Net loss (gain) on sales of properties | 0 | 56,845 |
Proceeds from sales of real property | 0 | 177,265 |
Triple Net [Member] | ||
Real property dispositions: | ||
Total dispositions | 0 | 110,998 |
Outpatient Medical [Member] | ||
Real property dispositions: | ||
Total dispositions | $ 0 | $ 9,422 |
Dispositions, Assets Held for49
Dispositions, Assets Held for Sale and Discontinued Operations (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Rental income, disposed | $ 5,477 | $ 12,166 |
Expenses: | ||
Interest expense, disposed | 851 | 2,262 |
Property operating expenses, disposed | 1,362 | 1,527 |
Depreciation expense, disposed | 820 | 3,256 |
Expenses, disposed | 3,033 | 7,045 |
Income (loss) from disposed properties | $ 2,444 | $ 5,121 |
Real Estate Loans Receivable (D
Real Estate Loans Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Advances on real estate loans receivable: | ||
Investments in new loans | $ 8,013 | $ 368,080 |
Draws on existing loans | 19,238 | 16,615 |
Net cash advances on real estate loans | 27,251 | 384,695 |
Receipts on real estate loans receivable: | ||
Loan payoffs | 116,358 | 8,568 |
Principal payments on loans | 3,107 | 7,933 |
Sub-total | 119,465 | 16,501 |
Less : Non-cash activity | (25,691) | 0 |
Total receipts on real estate loans | 93,774 | 16,501 |
Net advances (receipts) on real estate loans | (66,523) | 368,194 |
Change in balance due to foreign currency translation | (1,987) | (3,096) |
Net change Real Estate Loans Receivable | (94,201) | 365,098 |
Triple Net [Member] | ||
Advances on real estate loans receivable: | ||
Investments in new loans | 8,013 | 368,080 |
Draws on existing loans | 19,206 | 14,330 |
Net cash advances on real estate loans | 27,219 | 382,410 |
Receipts on real estate loans receivable: | ||
Loan payoffs | 104,068 | 8,568 |
Principal payments on loans | 3,107 | 7,933 |
Sub-total | 107,175 | 16,501 |
Less : Non-cash activity | (25,691) | 0 |
Total receipts on real estate loans | 81,484 | 16,501 |
Net advances (receipts) on real estate loans | (54,265) | 365,909 |
Change in balance due to foreign currency translation | (1,987) | (3,096) |
Net change Real Estate Loans Receivable | (81,943) | 362,813 |
Outpatient Medical [Member] | ||
Advances on real estate loans receivable: | ||
Investments in new loans | 0 | 0 |
Draws on existing loans | 32 | 2,285 |
Net cash advances on real estate loans | 32 | 2,285 |
Receipts on real estate loans receivable: | ||
Loan payoffs | 12,290 | 0 |
Principal payments on loans | 0 | 0 |
Sub-total | 12,290 | 0 |
Less : Non-cash activity | 0 | 0 |
Total receipts on real estate loans | 12,290 | 0 |
Net advances (receipts) on real estate loans | (12,258) | 2,285 |
Change in balance due to foreign currency translation | 0 | 0 |
Net change Real Estate Loans Receivable | $ (12,258) | $ 2,285 |
Investments in Unconsolidated51
Investments in Unconsolidated Entities (Summary of Investments in Unconsolidated Entities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated entities | $ 545,070 | $ 542,281 | |
Triple Net [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated entities | $ 34,289 | $ 36,351 | |
Triple Net [Member] | Minimum [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | [1] | 10.00% | 10.00% |
Triple Net [Member] | Maximum [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | [1] | 49.00% | 49.00% |
Seniors Housing Facilities Operating [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in unconsolidated entities | $ 504,355 | $ 499,537 | |
Seniors Housing Facilities Operating [Member] | Minimum [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | [1] | 10.00% | 10.00% |
Seniors Housing Facilities Operating [Member] | Maximum [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | [1] | 50.00% | 50.00% |
Outpatient Medical [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | [1] | 43.00% | 43.00% |
Investments in unconsolidated entities | $ 6,426 | $ 6,393 | |
[1] | (1) Excludes ownership of in-substance real estate. |
Investments in Unconsolidated52
Investments in Unconsolidated Entities (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Unamortized Investment In Joint Venture Primarily Attributable To Real Estate And Related Intangible Assets | $ 155,831 |
Credit Concentration (Details)
Credit Concentration (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016USD ($)properties | Mar. 31, 2015USD ($) | Dec. 31, 2015 | |||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1] | 1,434 | |||
Percent of NOI | [1],[2] | 100.00% | |||
Net Operating Income | $ 597,414 | [1] | $ 517,716 | ||
Credit Concentration (Textual) [Abstract] | |||||
Percentage total investments with top five customers | 46.00% | ||||
Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2] | 100.00% | |||
Net Operating Income | [1] | $ 597,414 | |||
Genesis HealthCare [Member] | |||||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1] | 187 | |||
Genesis HealthCare [Member] | Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2] | 17.00% | |||
Net Operating Income | [1] | $ 99,894 | |||
Sunrise Senior Living [Member] | |||||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1],[3] | 150 | |||
Sunrise Senior Living [Member] | Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2],[3] | 13.00% | |||
Net Operating Income | [1],[3] | $ 75,953 | |||
Brookdale [Member] | |||||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1] | 148 | |||
Brookdale [Member] | Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2] | 7.00% | |||
Net Operating Income | [1] | $ 42,585 | |||
Benchmark Senior Living [Member] | |||||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1] | 49 | |||
Benchmark Senior Living [Member] | Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2] | 4.00% | |||
Net Operating Income | [1] | $ 25,875 | |||
Revera [Member] | |||||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1],[3] | 97 | |||
Revera [Member] | Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2],[3] | 6.00% | |||
Net Operating Income | [1],[3] | $ 35,654 | |||
Remaining Portfolio [Member] | |||||
Concentration by investment: | |||||
Number of properties in diversified portfolio | properties | [1] | 803 | |||
Remaining Portfolio [Member] | Net Operating Income [Member] | |||||
Concentration by investment: | |||||
Percent of NOI | [1],[2] | 53.00% | |||
Net Operating Income | [1] | $ 317,453 | |||
[1] | (1) Genesis Healthcare is in our triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Benchmark Senior Living and Brookdale Senior Living are both in our triple-net and seniors housing operating segments. | ||||
[2] | (2) NOI with our top five relationships comprised 46% of total NOI for the year ending December 31, 2015. | ||||
[3] | (3) Revera owns a controlling interest in Sunrise Senior Living. |
Borrowings Under Credit Facil54
Borrowings Under Credit Facilities and Related Items (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |||
Aggregate borrowings under the unsecured line of credit arrangements | |||||
Balance outstanding at quarter end | $ 645,000 | [1] | $ 410,000 | [1] | $ 835,000 |
Maximum amount outstanding at any month end | 945,000 | 430,000 | |||
Average amount outstanding (total of daily principal balances divided by days in period) | $ 671,044 | $ 408,944 | |||
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 1.29% | 1.21% | |||
[1] | (1) As of March 31, 2016, letters of credit in the aggregate amount of $48,930,000 have been issued, which reduces the borrowing capacity on the unsecured revolving credit facility. |
Borrowings Under Credit Facil55
Borrowings Under Credit Facilities and Related Items (Details Textual) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016USD ($)properties | Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | [1] | ||
Line Of Credit Facility [Line Items] | |||||
Unsecured line of credit arrangement | $ 2,500,000 | ||||
Number of banks in consortium | properties | 28 | ||||
Available to borrow in alternate currencies | $ 500,000 | ||||
Agent bank's prime rate of interest | 1.36% | ||||
Annual facility fee for each bank based on commitment amount | 0.15% | ||||
Debt instrument maturity date | Oct. 31, 2018 | ||||
Term Loan Interest Rate Margin | 0.925% | ||||
HCN Term Loan | $ 500,000 | ||||
HCN Canadian Denomiated Term Loan | 250,000 | ||||
Line Of Credit | 645,000 | [1] | $ 835,000 | $ 410,000 | |
Accordion Feature [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
HCN Term Loan | 1,000,000 | ||||
HCN Canadian Denomiated Term Loan | $ 250,000 | ||||
[1] | (1) As of March 31, 2016, letters of credit in the aggregate amount of $48,930,000 have been issued, which reduces the borrowing capacity on the unsecured revolving credit facility. |
Senior Unsecured Notes and Se56
Senior Unsecured Notes and Secured Debt (Details) £ in Thousands, CAD in Thousands, $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2016CAD | Mar. 31, 2016GBP (£) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 01, 2015USD ($) | ||
Principal payments due on debt obligations | ||||||
2,016 | $ 434,322 | |||||
2,017 | 940,995 | |||||
2,018 | 1,081,533 | |||||
2,019 | [1],[2] | 1,678,515 | ||||
2,020 | [3] | 863,875 | ||||
Thereafter | [4],[5],[6],[7] | 7,423,341 | ||||
Totals | 12,422,581 | |||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Senior unsecured notes | 8,828,053 | $ 8,548,055 | ||||
Secured debt | 3,515,053 | $ 3,509,142 | ||||
Debt instrument maturity date | Oct. 31, 2018 | |||||
Senior Unsecured Notes [Member] | ||||||
Principal payments due on debt obligations | ||||||
2,016 | [8],[9] | 0 | ||||
2,017 | [8],[9] | 450,000 | ||||
2,018 | [8],[9] | 450,000 | ||||
2,019 | [1],[2],[8],[9] | 1,292,767 | ||||
2,020 | [3],[8],[9] | 681,321 | ||||
Thereafter | [4],[5],[6],[7],[8],[9] | 6,060,005 | ||||
Totals | [8],[9] | 8,934,093 | ||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Notes, annual stated interest rates, Minimum | 1.41% | |||||
Notes, annual stated interest rates, Maximum | 6.50% | |||||
Secured Debt [Member] | ||||||
Principal payments due on debt obligations | ||||||
2,016 | [8],[10] | 434,322 | ||||
2,017 | [8],[10] | 490,995 | ||||
2,018 | [8],[10] | 631,533 | ||||
2,019 | [1],[2],[8],[10] | 385,748 | ||||
2,020 | [3],[8],[10] | 182,554 | ||||
Thereafter | [4],[5],[6],[7],[8],[10] | 1,363,336 | ||||
Totals | [8],[10] | 3,488,488 | ||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Notes, annual stated interest rates, Minimum | 1.00% | |||||
Notes, annual stated interest rates, Maximum | 7.98% | |||||
Carrying values of properties securing the debt | 6,226,111 | |||||
4.00% Senior Unsecured Notes Due 2025 [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Senior unsecured notes issued amount | 750,000 | |||||
Debt Instrument, Issuance Date | May 1, 2015 | |||||
Senior Unsecured Notes Additional Issued Amount | $ 500,000 | |||||
Canadian Denominated Unsecured Term Loan [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Senior unsecured notes | CAD 250,000 | $ 192,767 | ||||
Interest Rate margin | 1.85% | |||||
Debt Instrument, Issuance Date | Jul. 25, 2014 | |||||
Debt instrument maturity date | Oct. 31, 2018 | |||||
Canadian Denominated Unsecured Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Interest Rate margin | 0.975% | |||||
UK Debt Due 2034 [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Interest rate | 4.50% | 4.50% | 4.50% | |||
Senior unsecured notes issued amount | £ 500,000 | $ 719,050 | ||||
Debt Instrument, Issuance Date | Nov. 25, 2014 | |||||
Debt instrument maturity date | Nov. 24, 2034 | |||||
UK Debt Due 2028 [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Interest rate | 4.80% | 4.80% | 4.80% | |||
Senior unsecured notes issued amount | £ 550,000 | $ 790,955 | ||||
Debt Instrument, Issuance Date | Nov. 20, 2013 | |||||
Debt instrument maturity date | Nov. 20, 2028 | |||||
Unsecured term credit facility [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Senior unsecured notes | 500,000 | |||||
Interest Rate margin | 1.41% | |||||
Debt Instrument, Issuance Date | Jul. 25, 2014 | |||||
Debt instrument maturity date | Oct. 31, 2018 | |||||
Unsecured term credit facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Interest Rate margin | 0.975% | |||||
4.25% Senior Unsecured Notes Due 2026 | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Senior unsecured notes issued amount | 700,000 | |||||
Debt Instrument, Issuance Date | Mar. 1, 2016 | |||||
3.35% senior unsecured note due 2020 | ||||||
Senior Unsecured Notes and Secured Debt (Textual) [Abstract] | ||||||
Senior unsecured notes issued amount | CAD 300,000 | $ 231,321 | ||||
Debt Instrument, Issuance Date | Nov. 1, 2015 | |||||
[1] | (4) On July 25, 2014, we refinanced the funding on a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $192,767,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2016). The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at the Canadian Dealer Offered Rate plus 97.5 basis points (1.85% at March 31, 2016). | |||||
[2] | (5) On July 25, 2014, we refinanced the funding on a $500,000,000 unsecured term credit facility. The loan matures on October 31, 2018 (with an option to extend for an additional year at our discretion) and bears interest at LIBOR plus 97.5 basis points (1.41% at March 31, 2016). | |||||
[3] | (6) In November 2015, one of our wholly-owned subsidiaries issued and we guaranteed $300,000,000 of Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $231,321,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2016). | |||||
[4] | (10) In March 2016, we issued $700,000,000 of 4.25% senior unsecured notes due 2026. | |||||
[5] | (7) On November 20, 2013, we completed the sale of £550,000,000 (approximately $790,955,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2016) of 4.8% senior unsecured notes due 2028. | |||||
[6] | (8) On November 25, 2014, we completed the sale of £500,000,000 (approximately $719,050,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2016) of 4.5% senior unsecured notes due 2034. | |||||
[7] | (9) In May 2015, we issued $750,000,000 of 4.0% senior unsecured notes due 2025. In October 2015, we issued an additional $500,000,000 of these notes under a re-opening of the offer. | |||||
[8] | (1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the balance sheet. | |||||
[9] | (2) Annual interest rates range from 1.41% to 6.5%. | |||||
[10] | (3) Annual interest rates range from 1.0% to 7.98%. Carrying value of the properties securing the debt totaled $6,226,111,000 at March 31, 2016. |
Senior Unsecured Notes and Se57
Senior Unsecured Notes and Secured Debt (Details 1) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Unsecured note issuances | ||||
Senior unsecured debt issued | $ 688,560 | $ 0 | ||
Senior unsecured debt redeemed | 400,000 | 154,654 | ||
Excluding Fair Value Adjustments [Member] | ||||
Unsecured note issuances | ||||
Senior unsecured debt balance | 8,934,093 | 7,567,921 | $ 8,645,758 | $ 7,817,154 |
Senior unsecured debt issued | 700,000 | 0 | ||
Senior unsecured debt extinguished | (400,000) | 0 | ||
Senior unsecured debt redeemed | 0 | (154,654) | ||
Senior unsecured debt foreign currency | $ (11,665) | $ (94,579) | ||
Senior unsecured debt balance average rate | 0.04266 | 0.04352 | 0.04237 | 0.04385 |
Senior unsecured debt issued average rate | 0.0425 | 0 | ||
Senior unsecured debt extinguished average rate | 0.03625 | 0 | ||
Senior unsecured debt redeemed average rate | 0 | 0.03 | ||
Senior unsecured debt foreign currency average rate | 0.03943 | 0.04333 |
Senior Unsecured Notes and Se58
Senior Unsecured Notes and Secured Debt (Details 2) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Secured debt principal activity | ||||
Secured debt issued | $ 75,136 | $ 82,724 | ||
Secured debt extinguished | 130,343 | 208,057 | ||
Excluding Fair Value Adjustments [Member] | ||||
Secured debt principal activity | ||||
Secured debt principal balance | 3,488,488 | 2,972,657 | $ 3,478,207 | $ 2,941,765 |
Secured debt issued | 75,136 | 82,724 | ||
Secured debt assumed | 0 | 205,897 | ||
Secured debt extinguished | (111,701) | (192,427) | ||
Secured debt principal payments | (18,642) | (49,672) | ||
Secured debt foreign currency | $ 65,488 | $ (15,630) | ||
Secured debt principal balance average rate | 0.044 | 0.0488 | 0.0444 | 0.0494 |
Secured debt principal issued average rate | 0.0306 | 0.0234 | ||
Secured debt principal assumed average rate | 0 | 0.0398 | ||
Secured debt principal extinguished average rate | 0.0445 | 0.0402 | ||
Secured debt principal payment average rate | 0.0454 | 0.0396 | ||
Secured debt principal foreign currency average rate | 0.0367 | 0.0501 |
Derivative Instrument (Notional
Derivative Instrument (Notional Table) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | ||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | USD | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | $ 57,000 | $ 57,000 | |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | CAD | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | 72,000 | 72,000 | |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | GBP | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | 60,000 | 60,000 | |
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | CAD | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | 1,175,000 | 1,175,000 | |
Notional Amount Of Nonderivative Instruments | 250,000 | 250,000 | |
Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | GBP | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | 550,000 | 550,000 | |
Notional Amount Of Nonderivative Instruments | 1,050,000 | 1,050,000 | |
Not Designated as Hedging Instrument [Member] | CAD | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | [1] | $ 47,000 | $ 47,000 |
[1] |
Derivative Instruments (Details
Derivative Instruments (Details 1) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Derivative [Line Items] | |||
Derivative Gain Loss On Derivative Net | $ 0 | $ 58,427,000 | [1] |
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Gain (loss) on interest rate swaps recalssified from AOCI into income (effective portion) | (483,000) | (466,000) | |
Foreign Exchange Contract [Member] | |||
Derivative [Line Items] | |||
Gain (loss) on forward exchange contracts recognized in income. | (1,327,000) | 2,747,000 | |
Gain on Release of cumulative translation adjustment related to net investment hedge of an equity investment | $ (2,739,000) | $ 184,051,000 | |
[1] | (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. |
Derivative Instruments (Textual
Derivative Instruments (Textual) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments [Abstract] | ||
Cash Flow Hedge Gain Loss To Be Reclassified Within Twelve Months 2 | $ 1,412 | |
Derivative Cash Received On Hedge | $ 0 | $ 72,477 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)Number | Dec. 31, 2015USD ($) | |
Commitments and Contingencies (Textual) [Abstract] | ||
Number of outstanding letters of credit | Number | 9 | |
Letter of credit obligation | $ 90,401 | |
Line Of Credit Facility [Line Items] | ||
Outstanding construction financings for leased properties | 297,023 | $ 258,968 |
Additional financing to complete construction | 637,356 | |
Total contingent purchase obligations | $ 28,713 | |
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 | $ 1,056,909 | |
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | 75,296 | |
Capital Leases, Future Minimum Payments Due | $ 97,385 | |
Letter Of Credit Expiration Date Maximum | Dec. 31, 2018 | |
Letter Of Credit Expiration Date Minimum | Jan. 1, 2016 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred Stock: | ||
Authorized shares | 50,000,000 | 50,000,000 |
Issued shares | 25,875,000 | 25,875,000 |
Outstanding shares | 25,875,000 | 25,875,000 |
Common Stock, $1.00 par value: | ||
Authorized shares | 700,000,000 | 700,000,000 |
Issued shares | 357,697,257 | 355,594,373 |
Outstanding shares | 356,772,720 | 354,777,670 |
Stockholder's Equity (Details 1
Stockholder's Equity (Details 1) | 3 Months Ended | |
Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | |
Summary of common stock issuances | ||
Equity shelf plan issuances, Shares Issued | shares | 443,096 | |
Equity shelf plan issuances, average price | $ / shares | 67.12 | |
Equity Shelf Plan Issuances Gross Proceeds | $ 30,192,000 | |
Equity Shelf Plan Issuances Net Proceeds | $ 29,739,000 | |
Dividend reinvestment plan issuances, Shares Issued | shares | 1,058,085 | 766,488 |
Dividend reinvestment plan issuances, Average Price | 60 | 76.38 |
Dividend reinvestment plan issuances, Net Proceeds | $ 63,484,000 | $ 58,547,000 |
Dividend reinvestment plan issuances, Gross Proceeds | $ 63,484,000 | $ 58,547,000 |
Option exercises, Shares | shares | 9,864 | 149,788 |
Option exercises, Average Price | 21.29 | 47.17 |
Option exercises, Gross Proceeds | $ 210,000 | $ 7,065,000 |
Option exercises, Net Proceeds | $ 210,000 | $ 7,065,000 |
Stock incentive plans, net of forfeitures, Shares Issued | shares | 484,005 | 166,815 |
Senior note conversions | shares | 1,048,641 | |
Issuance of Common Stock, Shares | shares | 1,995,050 | 21,681,732 |
Gross Proceeds From Issuance of Common Stock | $ 93,886,000 | $ 1,541,637,000 |
Net proceeds from the issuance of common stock | $ 93,433,000 | $ 1,489,547,000 |
February 2015 Public Issuance [Member] | ||
Summary of common stock issuances | ||
Public issuance, Shares Issued | shares | 19,550,000 | |
Public issuance, Average Price | $ / shares | 75.5 | |
Public issuance, Gross Proceeds | $ 1,476,025,000 | |
Public issuance, Net Proceeds | $ 1,423,935,000 |
Stockholder's Equity (Details 2
Stockholder's Equity (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Unrecognized losses on cash flow hedges | $ (933) | $ (1,416) | $ (2,809) | $ (650) | |
Unrecognized losses on equity investments | (7,549) | 0 | (11,687) | 0 | |
Unrecognized gains (losses) on foreign currency translation | (99,230) | (85,484) | (91,411) | (74,770) | |
Unrecognized actuarial losses | (1,341) | (1,343) | (1,589) | (1,589) | |
Totals | (109,053) | $ (88,243) | (107,496) | $ (77,009) | |
Other comprehensive income before reclassification adjustments | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Unrecognized losses on cash flow hedges | 0 | (2,625) | |||
Unrecognized losses on equity investments | (7,549) | (11,687) | |||
Unrecognized gains (losses) on foreign currency translation | (13,746) | (16,641) | |||
Unrecognized actuarial losses | 2 | 0 | |||
Totals | (21,293) | (30,953) | |||
Reclassification amount to net income | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Unrecognized losses on cash flow hedges | [1] | 483 | 466 | ||
Unrecognized losses on equity investments | 0 | 0 | |||
Unrecognized gains (losses) on foreign currency translation | 0 | 0 | |||
Unrecognized actuarial losses | 0 | 0 | |||
Totals | 483 | 466 | |||
Net current period other comprehensive income | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Unrecognized losses on cash flow hedges | 483 | (2,159) | |||
Unrecognized losses on equity investments | (7,549) | (11,687) | |||
Unrecognized gains (losses) on foreign currency translation | (13,746) | (16,641) | |||
Unrecognized actuarial losses | 2 | 0 | |||
Totals | $ (20,810) | $ (30,487) | |||
[1] | (1) Please see note 11 for additional information. |
Stockholder's Equity (Details 5
Stockholder's Equity (Details 5) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Summary of dividend payments | ||
Dividends declared and paid per common share | $ 0.86 | $ 0.825 |
Common stock cash dividends | $ 305,770 | $ 272,569 |
Total dividends paid | $ 322,122 | $ 288,921 |
Series I Preferred Stock [Member] | ||
Summary of dividend payments | ||
Dividends declared and paid per preferred share | $ 0.8125 | $ 0.8125 |
Preferred stock cash dividends | $ 11,680 | $ 11,680 |
Series J Preferred Stock [Member] | ||
Summary of dividend payments | ||
Dividends declared and paid per preferred share | $ 0.4064 | $ 0.4064 |
Preferred stock cash dividends | $ 4,672 | $ 4,672 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock Incentive Plans [Line Items] | ||
Number of common stock authorized for Long-Term Incentive Plan | 6,200 | |
Stock-based compensation expense | $ 8,186 | $ 9,054 |
Maximum [Member] | ||
Stock Incentive Plans [Line Items] | ||
Vesting period | 5 years | |
Minimum [Member] | ||
Stock Incentive Plans [Line Items] | ||
Vesting period | 3 years | |
Employee Stock Option [Member] | Employee Stock Option [Member] | Officer [Member] | ||
Stock Incentive Plans [Line Items] | ||
Vesting period | 10 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Computation of basic and diluted earnings per share | ||
Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders | $ 148,969 | $ 190,799 |
Denominator for basic earnings per share - weighted average shares | 355,076 | 336,754 |
Effect of dilutive securities: | ||
Employee stock options | 101 | 200 |
Non-vested restricted shares | 253 | 416 |
Redeemable shares | 621 | 0 |
Convertible senior unsecured notes | 0 | 442 |
Dilutive potential common shares | 975 | 1,058 |
Denominator for diluted earnings per share - adjusted weighted average shares | 356,051 | 337,812 |
Basic earnings per share | $ 0.42 | $ 0.57 |
Diluted earnings per share | $ 0.42 | $ 0.56 |
Disclosure about Fair Value o69
Disclosure about Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | ||
Financial Assets: | ||||||
Loans receivable, Fair value | $ 572,909 | $ 663,501 | ||||
Available-for-sale equity investments, Carrying Amount | 15,230 | 22,779 | ||||
Available-for-sale equity investments, Fair Value | 15,230 | [1] | 22,779 | |||
Cash and cash equivalents, Carrying Amount | 355,949 | 360,908 | $ 202,273 | $ 473,726 | ||
Cash and cash equivalents, Fair Value | 355,949 | 360,908 | ||||
Foreign Currency Forward Contracts Carrying Value | 100,162 | 129,520 | ||||
Foreign Currency Forward Contracts Fair Value | 100,162 | 129,520 | ||||
Financial Liabilities: | ||||||
Borrowings under primary unsecured credit facilities, Carrying Value | 645,000 | [2] | 835,000 | $ 410,000 | [2] | |
Borrowings under primary unsecured credit facilities, Fair Value | 645,000 | 835,000 | ||||
Senior unsecured notes, Carrying Amount | 8,828,053 | 8,548,055 | ||||
Senior unsecured notes, Fair Value | 9,391,062 | 9,020,529 | ||||
Secured debt, Carrying Amount | 3,515,053 | 3,509,142 | ||||
Secured debt, Fair Value | 3,724,054 | 3,678,564 | ||||
Foreign Currency Forward Contracts Carrying Value | 2,308 | 0 | ||||
Foreign Currency Forward Contracts, Fair Value | 2,308 | 0 | ||||
Redeemable OP unitholder interests carrying value | 114,481 | 112,029 | ||||
Redeemable OP unitholder interests fair value | 114,481 | 112,029 | ||||
Mortgage Loans on Real Estate [Member] | ||||||
Financial Assets: | ||||||
Loans receivable, Carrying Amount | 546,573 | 635,492 | ||||
Loans receivable, Fair value | 572,909 | 663,501 | ||||
Other Real Estate Loans Receivable [Member] | ||||||
Financial Assets: | ||||||
Loans receivable, Carrying Amount | 178,718 | 184,000 | ||||
Loans receivable, Fair value | $ 182,829 | $ 185,693 | ||||
[1] | (1) Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date. During the year ended December 31, 2015, we recognized an other than temporary impairment charge of $35,648,000 on the Genesis Healthcare stock investment. Also, see Note 11 for details related to the gain on the derivative asset originally recognized. | |||||
[2] | (1) As of March 31, 2016, letters of credit in the aggregate amount of $48,930,000 have been issued, which reduces the borrowing capacity on the unsecured revolving credit facility. |
Disclosure about Fair Value o70
Disclosure about Fair Value of Financial Instruments (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | ||
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | ||||
Available-for-sale equity investments | $ 15,230 | [1] | $ 22,779 | |
Foreign currency forward contracts | [2] | 97,854 | ||
Totals | 227,565 | |||
Level 1 [Member] | ||||
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | ||||
Available-for-sale equity investments | [1] | 15,230 | ||
Totals | 15,230 | |||
Level 2 [Member] | ||||
The Market approach utilized to measure fair value of financial assets and liabilities on recurring basis | ||||
Foreign currency forward contracts | [2] | 97,854 | ||
Redeemable OP unitholder interests | 114,481 | |||
Totals | $ 212,335 | |||
[1] | (1) Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date. During the year ended December 31, 2015, we recognized an other than temporary impairment charge of $35,648,000 on the Genesis Healthcare stock investment. Also, see Note 11 for details related to the gain on the derivative asset originally recognized. | |||
[2] | (2) Please see Note 11 for additional information. |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |||
Summary of information for reportable segments | |||||
Rental income | $ 415,663 | $ 379,587 | |||
Resident fees and services | 602,149 | 492,510 | |||
Interest income | 25,188 | 16,994 | |||
Other income | 4,050 | 5,086 | |||
Total revenues | 1,047,050 | 894,177 | |||
Property operating expenses | 449,636 | 376,461 | |||
Net Operating Income from Continuing Operations | 597,414 | [1] | 517,716 | ||
Interest expense | 132,960 | 121,080 | |||
Loss (gain) on derivatives, net | 0 | (58,427) | [2] | ||
Depreciation and amortization | 228,696 | 188,829 | |||
General and administrative | 45,691 | 35,138 | |||
Transaction costs | 8,208 | 48,554 | |||
Loss (gain) on extinguishment of debt, net | (24) | 15,401 | |||
Impairment of Asset | 14,314 | 2,220 | |||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 167,569 | 164,921 | |||
Income tax (expense) benefit | 1,725 | 304 | |||
(Loss) income from unconsolidated entities | (3,820) | (12,648) | |||
Income (loss) from continuing operations | 165,474 | 152,577 | |||
Gain (loss) on real estate dispositions, net | 0 | 56,845 | |||
Net income | 165,474 | $ 209,422 | |||
Total assets | $ 29,088,293 | $ 29,023,845 | |||
Percent Of Assets | 1 | 1 | |||
Percent Of Revenues | 1 | 1 | |||
Triple Net [Member] | |||||
Summary of information for reportable segments | |||||
Rental income | $ 283,825 | $ 261,993 | |||
Resident fees and services | 0 | 0 | |||
Interest income | 22,853 | 14,699 | |||
Other income | 1,490 | 3,883 | |||
Total revenues | 308,168 | 280,575 | |||
Property operating expenses | 0 | 0 | |||
Net Operating Income from Continuing Operations | 308,168 | 280,575 | |||
Interest expense | 5,606 | 8,424 | |||
Loss (gain) on derivatives, net | 0 | (58,427) | |||
Depreciation and amortization | 79,800 | 69,420 | |||
General and administrative | 0 | 0 | |||
Transaction costs | 2,852 | 36,171 | |||
Loss (gain) on extinguishment of debt, net | (24) | 10,337 | |||
Impairment of Asset | 14,314 | 2,220 | |||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 205,620 | 212,430 | |||
Income tax (expense) benefit | (317) | 419 | |||
(Loss) income from unconsolidated entities | 3,081 | 1,393 | |||
Income (loss) from continuing operations | 208,384 | 214,242 | |||
Gain (loss) on real estate dispositions, net | 0 | 54,096 | |||
Net income | 208,384 | 268,338 | |||
Total assets | 12,337,195 | ||||
Senior housing - operating [Member] | |||||
Summary of information for reportable segments | |||||
Rental income | 0 | 0 | |||
Resident fees and services | 602,149 | 492,510 | |||
Interest income | 1,031 | 1,031 | |||
Other income | 2,189 | 1,020 | |||
Total revenues | 605,369 | 494,561 | |||
Property operating expenses | 408,894 | 338,507 | |||
Net Operating Income from Continuing Operations | 196,475 | 156,054 | |||
Interest expense | 40,828 | 34,458 | |||
Loss (gain) on derivatives, net | 0 | 0 | |||
Depreciation and amortization | 101,832 | 76,636 | |||
General and administrative | 0 | 0 | |||
Transaction costs | 3,933 | 12,042 | |||
Loss (gain) on extinguishment of debt, net | 0 | 0 | |||
Impairment of Asset | 0 | 0 | |||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 49,882 | 32,918 | |||
Income tax (expense) benefit | 2,767 | (533) | |||
(Loss) income from unconsolidated entities | (6,935) | (15,073) | |||
Income (loss) from continuing operations | 45,714 | 17,312 | |||
Gain (loss) on real estate dispositions, net | 0 | 0 | |||
Net income | 45,714 | 17,312 | |||
Total assets | 11,595,907 | ||||
Outpatient Medical [Member] | |||||
Summary of information for reportable segments | |||||
Rental income | 131,838 | 117,594 | |||
Resident fees and services | 0 | 0 | |||
Interest income | 1,304 | 1,264 | |||
Other income | 313 | 161 | |||
Total revenues | 133,455 | 119,019 | |||
Property operating expenses | 40,742 | 37,954 | |||
Net Operating Income from Continuing Operations | 92,713 | 81,065 | |||
Interest expense | 5,744 | 7,388 | |||
Loss (gain) on derivatives, net | 0 | 0 | |||
Depreciation and amortization | 47,064 | 42,773 | |||
General and administrative | 0 | 0 | |||
Transaction costs | 1,423 | 341 | |||
Loss (gain) on extinguishment of debt, net | 0 | 0 | |||
Impairment of Asset | 0 | 0 | |||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | 38,482 | 30,563 | |||
Income tax (expense) benefit | (228) | 466 | |||
(Loss) income from unconsolidated entities | 34 | 1,032 | |||
Income (loss) from continuing operations | 38,288 | 32,061 | |||
Gain (loss) on real estate dispositions, net | 0 | 2,749 | |||
Net income | 38,288 | 34,810 | |||
Total assets | 5,059,616 | ||||
Non Segment Corporate [Member] | |||||
Summary of information for reportable segments | |||||
Rental income | 0 | 0 | |||
Resident fees and services | 0 | 0 | |||
Interest income | 0 | 0 | |||
Other income | 58 | 22 | |||
Total revenues | 58 | 22 | |||
Property operating expenses | 0 | 0 | |||
Net Operating Income from Continuing Operations | 58 | 22 | |||
Interest expense | 80,782 | 70,810 | |||
Loss (gain) on derivatives, net | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | |||
General and administrative | 45,691 | 35,138 | |||
Transaction costs | 0 | 0 | |||
Loss (gain) on extinguishment of debt, net | 0 | 5,064 | |||
Impairment of Asset | 0 | 0 | |||
Income (loss) from continuing operations before income taxes and income from unconsolidated entities | (126,415) | (110,990) | |||
Income tax (expense) benefit | (497) | (48) | |||
(Loss) income from unconsolidated entities | 0 | 0 | |||
Income (loss) from continuing operations | (126,912) | (111,038) | |||
Gain (loss) on real estate dispositions, net | 0 | 0 | |||
Net income | (126,912) | (111,038) | |||
Total assets | 95,575 | ||||
Canada [Member] | |||||
Summary of information for reportable segments | |||||
Total revenues | 104,138 | $ 57,226 | |||
Total assets | $ 2,676,102 | $ 1,286,079 | |||
Percent Of Assets | 0.092 | 0.044 | |||
Percent Of Revenues | 0.099 | 0.064 | |||
United Kingdom [Member] | |||||
Summary of information for reportable segments | |||||
Total revenues | $ 100,555 | $ 91,815 | |||
Total assets | $ 2,950,387 | $ 1,741,973 | |||
Percent Of Assets | 0.101 | 0.06 | |||
Percent Of Revenues | 0.096 | 0.103 | |||
United States [Member] | |||||
Summary of information for reportable segments | |||||
Total revenues | $ 842,357 | $ 745,136 | |||
Total assets | $ 23,461,804 | $ 25,995,793 | |||
Percent Of Assets | 0.807 | 0.896 | |||
Percent Of Revenues | 0.805 | 0.833 | |||
[1] | (1) Genesis Healthcare is in our triple-net segment. Sunrise Senior Living and Revera are in our seniors housing operating segment. Benchmark Senior Living and Brookdale Senior Living are both in our triple-net and seniors housing operating segments. | ||||
[2] | (1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. |
Income Taxes and Distributions
Income Taxes and Distributions (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Additional Income Taxes and Distributions (Textuals) [Abstract] | |
Percentage of Taxable income to be distributed to stockholders for federal tax purposes | 90.00% |
Percentage of capital gains excluded from taxable income distributed to shareholders | 100.00% |
Percentage of federal excise tax on real estate investment trusts that do not distribute income. | 4.00% |
Variable Interest Entity Disc73
Variable Interest Entity Disclosure (Details) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Variable Interest Entity [Line Items] | |||
Total assets | [1] | $ 1,044,887 | $ 470,730 |
Total equity | 508,650 | 245,887 | |
Total liabilities and equity | 1,044,887 | 470,730 | |
Net real property owned [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 1,020,357 | 453,889 | |
Cash and cash equivalents [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 14,080 | 8,759 | |
Receivables and other assets [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 10,450 | 8,082 | |
Secured Debt [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities | 451,952 | 147,021 | |
Accrued expenses and other liabilities [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities | 12,845 | 7,732 | |
Redeemable noncontrolling interests [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities | $ 71,440 | $ 70,090 | |
[1] | Assets of the consolidated variable interest entities can only be used to settle obligations relating to such variable interest entities. Liabilities of the consolidated variable interest entities represent claims against the specific assets of the variable interest entities. |