Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-8923 | |
Entity Registrant Name | WELLTOWER INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 34-1096634 | |
Entity Address, Address Line One | 4500 Dorr Street | |
Entity Address, City or Town | Toledo, | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43615 | |
City Area Code | (419) | |
Local Phone Number | 247-2800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 417,479,297 | |
Entity Central Index Key | 0000766704 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Common stock, $1.00 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $1.00 par value per share | |
Trading Symbol | WELL | |
Security Exchange Name | NYSE | |
4.800% Notes due 2028 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.800% Notes due 2028 | |
Trading Symbol | WELL28 | |
Security Exchange Name | NYSE | |
4.500% Notes due 2034 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 4.500% Notes due 2034 | |
Trading Symbol | WELL34 | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
Real property owned: | |||
Land and land improvements | $ 3,514,456 | $ 3,486,620 | |
Buildings and improvements | 29,236,477 | 29,163,305 | |
Acquired lease intangibles | 1,629,662 | 1,617,051 | |
Real property held for sale, net of accumulated depreciation | 729,560 | 1,253,008 | |
Construction in progress | 431,497 | 507,931 | |
Less accumulated depreciation and amortization | (5,910,979) | (5,715,459) | |
Net real property owned | 29,630,673 | 30,312,456 | |
Right of use assets, net | 523,217 | 536,433 | |
Real estate loans receivable, net of credit allowance | 221,228 | 270,382 | |
Net real estate investments | 30,375,118 | 31,119,271 | |
Other assets: | |||
Investments in unconsolidated entities | 702,497 | 583,423 | |
Goodwill | 68,321 | 68,321 | |
Cash and cash equivalents | 303,423 | 284,917 | |
Restricted cash | 89,643 | 100,849 | |
Straight-line rent receivable | 449,075 | 466,222 | |
Receivables and other assets | 934,951 | 757,748 | |
Total other assets | 2,547,910 | 2,261,480 | |
Total assets | 32,923,028 | 33,380,751 | |
Liabilities: | |||
Unsecured credit facility and commercial paper | 844,985 | 1,587,597 | |
Senior unsecured notes | 10,218,853 | 10,336,513 | |
Secured debt | 2,901,232 | 2,990,962 | |
Lease liabilities | 464,659 | 473,693 | |
Accrued expenses and other liabilities | 997,603 | 1,009,482 | |
Total liabilities | 15,427,332 | 16,398,247 | |
Redeemable noncontrolling interests | 429,359 | 475,877 | |
Equity: | |||
Common stock | 418,226 | 411,005 | |
Capital in excess of par value | 20,818,230 | 20,190,107 | |
Treasury stock | (86,975) | (78,955) | |
Cumulative net income | 7,659,038 | 7,353,966 | |
Cumulative dividends | (12,579,535) | (12,223,534) | |
Accumulated other comprehensive income (loss) | (96,213) | (112,157) | |
Other equity | 12 | 12 | |
Total Welltower Inc. stockholders’ equity | 16,132,783 | 15,540,444 | |
Noncontrolling interests | 933,554 | 966,183 | |
Total equity | 17,066,337 | 16,506,627 | |
Total liabilities and equity | $ 32,923,028 | $ 33,380,751 | |
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Revenues: | |||
Rental income | $ 389,960 | $ 381,084 | |
Total revenues | 1,258,602 | 1,272,245 | |
Expenses: | |||
Property operating expenses | 681,781 | 670,807 | |
Depreciation and amortization | 274,801 | 243,932 | |
Interest expense | 142,007 | 145,232 | |
General and administrative expenses | 35,481 | 35,282 | |
Loss (gain) on derivatives and financial instruments, net | 7,651 | (2,487) | |
Loss (gain) on extinguishment of debt, net | 0 | 15,719 | |
Provision for loan losses | 7,072 | 18,690 | |
Impairment of assets | 27,827 | 0 | |
Other expenses | 6,292 | 8,756 | |
Total expenses | 1,182,912 | 1,135,931 | |
Income (loss) from continuing operations before income taxes and other items | 75,690 | 136,314 | |
Income tax (expense) benefit | (5,442) | (2,222) | |
Income (loss) from unconsolidated entities | (3,692) | (9,199) | |
Gain (loss) on real estate dispositions, net | 262,824 | 167,409 | |
Income (loss) from continuing operations | 329,380 | 292,302 | |
Net income (loss) | 329,380 | 292,302 | |
Less: Net income (loss) attributable to noncontrolling interests | [1] | 19,096 | 11,832 |
Net income (loss) attributable to common stockholders | $ 310,284 | $ 280,470 | |
Average number of common shares outstanding: | |||
Basic (in shares) | 410,306 | 391,474 | |
Diluted (in shares) | 412,420 | 393,452 | |
Basic: | |||
Income (loss) from continuing operations (in USD per share) | $ 0.80 | $ 0.75 | |
Net income (loss) attributable to common stockholders (in USD per share) | 0.76 | 0.72 | |
Diluted: | |||
Income (loss) from continuing operations (in USD per share) | 0.80 | 0.74 | |
Net income (loss) attributable to common stockholders (in USD per share) | 0.75 | 0.71 | |
Dividends declared and paid per common share (in USD per share) | $ 0.8700 | $ 0.8700 | |
Net income | $ 329,380 | $ 292,302 | |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | (265,577) | 78,620 | |
Derivative and financial instruments designated as hedges gain (loss) | 259,112 | (87,682) | |
Total other comprehensive income (loss) | (6,465) | (9,062) | |
Total comprehensive income (loss) | 322,915 | 283,240 | |
Less: Total comprehensive income (loss) attributable to noncontrolling interests | [2] | (3,313) | 17,619 |
Total comprehensive income (loss) attributable to common stockholders | 326,228 | 265,621 | |
Resident fees and services | |||
Revenues: | |||
Revenue from contract with customer | 849,972 | 868,285 | |
Interest income | |||
Revenues: | |||
Revenue from contract with customer | 15,241 | 15,119 | |
Other income | |||
Revenues: | |||
Revenue from contract with customer | $ 3,429 | $ 7,757 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. | ||
[2] | 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, 2018 | $ 15,586,599 | $ 718,498 | $ 384,465 | $ 18,424,368 | $ (68,499) | $ 6,121,534 | $ (10,818,557) | $ (129,769) | $ 294 | $ 954,265 | |
Comprehensive income: | |||||||||||
Net income (loss) | 291,255 | 280,470 | 10,785 | ||||||||
Other comprehensive income (loss) | (9,062) | (14,849) | 5,787 | ||||||||
Total comprehensive income | 282,193 | ||||||||||
Net change in noncontrolling interests | (10,342) | (8,845) | (1,497) | ||||||||
Amounts related to stock incentive plans, net of forfeitures | 1,521 | 120 | 7,420 | (5,993) | (26) | ||||||
Net proceeds from issuance of common stock | 532,620 | 7,212 | 525,408 | ||||||||
Conversion of preferred stock | (718,498) | 12,712 | 705,786 | ||||||||
Dividends paid: | |||||||||||
Common stock dividends | (344,760) | (344,760) | |||||||||
Balances at end of period at Mar. 31, 2019 | 16,047,831 | 0 | 404,509 | 19,654,137 | (74,492) | 6,402,004 | (11,163,317) | (144,618) | 268 | 969,340 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||||||||
Cumulative change in accounting principle (Note 2) | (5,212) | (5,212) | |||||||||
Adjusted balance | 16,501,415 | 0 | 411,005 | 20,190,107 | (78,955) | 7,348,754 | (12,223,534) | (112,157) | 12 | 966,183 | |
Balances at beginning of period at Dec. 31, 2019 | 16,506,627 | [1] | 0 | 411,005 | 20,190,107 | (78,955) | 7,353,966 | (12,223,534) | (112,157) | 12 | 966,183 |
Comprehensive income: | |||||||||||
Net income (loss) | 329,272 | 310,284 | 18,988 | ||||||||
Other comprehensive income (loss) | (6,011) | 15,944 | (21,955) | ||||||||
Other comprehensive income (loss) | (6,465) | ||||||||||
Total comprehensive income | 323,261 | ||||||||||
Net change in noncontrolling interests | 7,963 | 37,625 | (29,662) | ||||||||
Amounts related to stock incentive plans, net of forfeitures | (1,166) | 246 | 6,608 | (8,020) | |||||||
Net proceeds from issuance of common stock | 590,865 | 6,975 | 583,890 | ||||||||
Dividends paid: | |||||||||||
Common stock dividends | (356,001) | (356,001) | |||||||||
Balances at end of period at Mar. 31, 2020 | $ 17,066,337 | $ 0 | $ 418,226 | $ 20,818,230 | $ (86,975) | $ 7,659,038 | $ (12,579,535) | $ (96,213) | $ 12 | $ 933,554 | |
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Operating activities: | |||
Net income | $ 329,380 | $ 292,302 | |
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | |||
Depreciation and amortization | 274,801 | 243,932 | |
Other amortization expenses | 3,220 | 5,878 | |
Provision for loan losses | 7,072 | 18,690 | |
Impairment of assets | 27,827 | 0 | |
Stock-based compensation expense | 7,083 | 7,529 | |
Loss (gain) on derivatives and financial instruments, net | 7,651 | (2,487) | |
Loss (gain) on extinguishment of debt, net | 0 | 15,719 | |
Loss (income) from unconsolidated entities | 3,692 | 9,199 | |
Rental income less than (in excess of) cash received | (2,119) | (26,956) | |
Amortization related to above (below) market leases, net | (565) | 114 | |
Loss (gain) on real estate dispositions, net | (262,824) | (167,409) | |
Distributions by unconsolidated entities | 3,385 | 0 | |
Increase (decrease) in accrued expenses and other liabilities | (30,030) | (27,368) | |
Decrease (increase) in receivables and other assets | 43,284 | (25,248) | |
Net cash provided from (used in) operating activities | 411,857 | 343,895 | |
Investing activities: | |||
Cash disbursed for acquisitions, net of cash acquired | (390,802) | (237,610) | |
Cash disbursed for capital improvements to existing properties | (69,382) | (56,935) | |
Cash disbursed for construction in progress | (48,775) | (55,391) | |
Capitalized interest | (4,746) | (2,327) | |
Investment in loans receivable | (10,441) | (45,452) | |
Principal collected on loans receivable | 10,045 | 7,210 | |
Other investments, net of payments | (3,612) | (7,829) | |
Contributions to unconsolidated entities | (137,129) | (26,854) | |
Distributions by unconsolidated entities | 3,555 | 19,724 | |
Proceeds from (payments on) derivatives | (357) | ||
Proceeds from (payments on) derivatives | 0 | ||
Proceeds from sales of real property | 801,392 | 602,732 | |
Net cash provided from (used in) investing activities | 149,748 | 197,268 | |
Financing activities: | |||
Net increase (decrease) under unsecured credit facility and commercial paper | (742,612) | (727,707) | |
Proceeds from issuance of senior unsecured notes | 0 | 1,036,964 | |
Payments to extinguish senior unsecured notes | 0 | (1,050,000) | |
Net proceeds from the issuance of secured debt | 44,921 | 247,163 | |
Payments on secured debt | (31,566) | (128,113) | |
Net proceeds from the issuance of common stock | 591,001 | 533,543 | |
Payments for deferred financing costs and prepayment penalties | (722) | (19,566) | |
Contributions by noncontrolling interests | [1] | 9,084 | 27,860 |
Distributions to noncontrolling interests | [1] | (50,124) | (21,830) |
Cash distributions to stockholders | (354,678) | (342,803) | |
Other financing activities | (9,599) | (7,716) | |
Net cash provided from (used in) financing activities | (544,295) | (452,205) | |
Effect of foreign currency translation on cash and cash equivalents and restricted cash | (10,010) | 2,352 | |
Increase (decrease) in cash, cash equivalents and restricted cash | 7,300 | 91,310 | |
Cash, cash equivalents and restricted cash at beginning of period | 385,766 | 316,129 | |
Cash, cash equivalents and restricted cash at end of period | 393,066 | 407,439 | |
Supplemental cash flow information: | |||
Interest paid | 140,216 | 148,487 | |
Income taxes paid (received), net | $ 471 | $ (250) | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Welltower Inc. (the "Company"), 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 interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties. |
Accounting Policies and Related
Accounting Policies and Related Matters | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounting Policies and Related Matters | Accounting Policies and Related Matters Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily an indication of the results that may be expected for the year ending December 31, 2020 . 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, 2019 . Impact of COVID-19 Pandemic The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the future, including but not limited to, the following: • Our Seniors Housing Operating revenues and our Triple-net operators' revenues are dependent on occupancy. Declines in occupancy are expected due to heightened move-in criteria and screening, as well as increased mortality rates among seniors. In addition, increased expenses are expected to continue until the pandemic subsides. Such factors may impact our Triple-net operator's ability to pay rent and contractual obligations. Furthermore, various local and state stay at home orders and the temporary closure of certain medical practices as a result may impact our medical office building tenants' ability to pay rent. These factors may cause operators or tenants to seek modifications of such obligations, resulting in reductions in revenue and increases in uncollectible receivables. • Assessing properties for potential impairment involves subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or estimated fair value of the asset. Key assumptions are made in this assessment and drive conclusions include the estimation of future rental revenues, operating expenses, capitalization rates and the ability and intent to hold the respective asset. All of these assumptions are significantly affected by our expectations of future market or economic conditions and can be highly impacted by the uncertainty of the COVID-19 pandemic, leading us to recognize increased impairment charges. • The determination of the allowance for credit losses is based on our evaluation of collectability of our loans receivable and includes review of factors such as delinquency status, historical loan charge-offs, financial strength of the borrower and guarantors and the value of the underlying collateral. Reduced economic activity severely impacts our borrowers' businesses, financial conditions and liquidity and may hinder their ability to make contractual payments to us, leading to an increase in loans deemed to have deteriorated credit which could result in an increase in the provision for loan losses. New Accounting Standards • On January 1, 2020, we adopted ASU 2016-13, “Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). This standard requires a new forward-looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the new leases standard from the scope of the new credit losses standard. ASU 2016-13 primarily impacts our measurement for credit losses related to our real estate and non-real estate loans receivable. In conjunction with our adoption of ASU 2016-13, we recorded a $5,212,000 increase to our allowance for credit losses on loans receivable (both real estate and non-real estate) with a corresponding adjustment to cumulative net income related to the change in accounting principle. See Note 7 for further details. • |
Real Property Acquisitions and
Real Property Acquisitions and Development | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Property Acquisitions and Development | Real Property Acquisitions and Development The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income. The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 15,758 $ — $ 40,847 $ 56,605 $ 6,831 $ 7,427 $ 29,304 $ 43,562 Buildings and improvements 132,480 765 171,457 304,702 97,759 74,116 60,671 232,546 Acquired lease intangibles 10,810 — 23,823 34,633 4,945 — 10,202 15,147 Right of use assets, net — — — — — — 2,012 2,012 Receivables and other assets 257 — 139 396 264 — — 264 Total assets acquired (1) 159,305 765 236,266 396,336 109,799 81,543 102,189 293,531 Secured debt — — — — (43,209 ) — — (43,209 ) Lease liabilities — — — — — — (961 ) (961 ) Accrued expenses and other liabilities (671 ) — (2,036 ) (2,707 ) (848 ) — (1,952 ) (2,800 ) Total liabilities acquired (671 ) — (2,036 ) (2,707 ) (44,057 ) — (2,913 ) (46,970 ) Noncontrolling interests (2) (2,827 ) — — (2,827 ) (7,895 ) (1,056 ) — (8,951 ) Cash disbursed for acquisitions 155,807 765 234,230 390,802 57,847 80,487 99,276 237,610 Construction in progress additions 29,841 13,929 13,645 57,415 35,756 7,442 14,475 57,673 Less: Capitalized interest (2,812 ) (941 ) (993 ) (4,746 ) (1,136 ) (390 ) (801 ) (2,327 ) Accruals (3) (2,600 ) — (1,294 ) (3,894 ) — — 45 45 Cash disbursed for construction in progress 24,429 12,988 11,358 48,775 34,620 7,052 13,719 55,391 Capital improvements to existing properties 52,503 3,248 13,631 69,382 43,300 3,768 9,867 56,935 Total cash invested in real property, net of cash acquired $ 232,739 $ 17,001 $ 259,219 $ 508,959 $ 135,767 $ 91,307 $ 122,862 $ 349,936 (1) Excludes $ 580,000 and $ 517,000 of unrestricted and restricted cash acquired during the three months ended March 31, 2020 and 2019 , respectively. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. (3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. 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, 2020 March 31, 2019 Development projects: Seniors Housing Operating $ 93,188 $ — Outpatient Medical 19,369 — Total construction in progress conversions $ 112,557 $ — |
Real Estate Intangibles
Real Estate Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Real Estate Intangibles | 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, 2020 December 31, 2019 Assets: In place lease intangibles $ 1,523,390 $ 1,513,836 Above market tenant leases 60,484 59,540 Lease commissions 45,788 43,675 Gross historical cost 1,629,662 1,617,051 Accumulated amortization (1,195,330 ) (1,181,158 ) Net book value $ 434,332 $ 435,893 Weighted-average amortization period in years 10.4 10.3 Liabilities: Below market tenant leases $ 86,233 $ 99,035 Accumulated amortization (40,354 ) (49,390 ) Net book value $ 45,879 $ 49,645 Weighted-average amortization period in years 8.6 8.6 The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Rental income related to (above)/below market tenant leases, net $ 524 $ (155 ) Amortization related to in place lease intangibles and lease commissions (35,976 ) (24,905 ) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2020 $ 89,792 $ 6,817 2021 68,777 8,313 2022 44,647 7,607 2023 37,400 5,343 2024 29,529 3,215 Thereafter 164,187 14,584 Total $ 434,332 $ 45,879 |
Dispositions and Assets Held fo
Dispositions and Assets Held for Sale | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions and Assets Held for Sale | Dispositions and Assets Held for Sale We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). At March 31, 2020 , 18 Seniors Housing Operating, six Triple-net, and nine Outpatient Medical properties with an aggregate real estate balance of $ 729,560,000 were classified as held for sale. In addition to the real property balances held for sale, secured debt of $112,625,000 and net other assets and liabilities of $27,800,000 are included in the Consolidated Balance Sheet related to the held for sale properties. Subsequent to March 31, 2020 , the expected sale of a Seniors Housing Operating portfolio, which met the held for sale criteria as of December 31, 2019 , was not consummated as a result of the uncertainty of the COVID-19 pandemic on our business and industry and the 11 properties with a carrying value of $386,744,000 will be moved out of held for sale during the second quarter. Expected gross sales proceeds related to the remaining held for sale properties is approximately $412,535,000 . During the three months ended March 31, 2020 , we recorded net impairment charges of $27,827,000 related to certain held for use properties for which the carrying value exceeded the fair values. The following is a summary of our real property disposition activity for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Real estate dispositions: Triple-net $ 33,445 $ 436,071 Outpatient Medical 495,003 — Total dispositions 528,448 436,071 Gain (loss) on real estate dispositions, net 262,824 167,409 Net other assets/liabilities disposed 10,120 (748 ) Proceeds from real estate dispositions $ 801,392 $ 602,732 Operating results attributable to properties sold subsequent to or classified as held for sale and which do not meet the definition of discontinued operations, are not reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Revenues: Total revenues $ 48,563 $ 159,048 Expenses: Interest expense 876 1,547 Property operating expenses 27,793 96,143 Provision for depreciation — 22,739 Total expenses 28,669 120,429 Income (loss) from real estate dispositions, net $ 19,894 $ 38,619 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2020 March 31, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 6,492 $ 7,412 non-real estate investment lease expense General and administrative expenses 1,267 362 Finance lease cost: Amortization of leased assets Property operating expenses 2,243 2,092 Interest on lease liabilities Interest expense 1,379 1,002 Sublease income Rental income (1,043 ) (1,886 ) Total $ 10,338 $ 8,982 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases was as follows (in thousands): Classification March 31, 2020 December 31, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 362,685 $ 374,217 Finance leases - real estate Right of use assets, net 160,532 162,216 Real estate right of use assets, net 523,217 536,433 Operating leases - non-real estate investments Receivables and other assets 11,753 12,474 Total right of use assets, net $ 534,970 $ 548,907 Lease liabilities: Operating leases $ 356,311 $ 364,803 Financing leases 108,348 108,890 Total $ 464,659 $ 473,693 Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2020 , we recognized $389,960,000 of rental and other revenues related to operating leases, of which $ 55,754,000 was for variable lease payments which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the three months ended March 31, 2019 , we recognized $ 381,084,000 of rental and other revenues related to operating leases, of which $ 47,350,000 was for variable lease payments. |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2020 March 31, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 6,492 $ 7,412 non-real estate investment lease expense General and administrative expenses 1,267 362 Finance lease cost: Amortization of leased assets Property operating expenses 2,243 2,092 Interest on lease liabilities Interest expense 1,379 1,002 Sublease income Rental income (1,043 ) (1,886 ) Total $ 10,338 $ 8,982 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases was as follows (in thousands): Classification March 31, 2020 December 31, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 362,685 $ 374,217 Finance leases - real estate Right of use assets, net 160,532 162,216 Real estate right of use assets, net 523,217 536,433 Operating leases - non-real estate investments Receivables and other assets 11,753 12,474 Total right of use assets, net $ 534,970 $ 548,907 Lease liabilities: Operating leases $ 356,311 $ 364,803 Financing leases 108,348 108,890 Total $ 464,659 $ 473,693 Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2020 , we recognized $389,960,000 of rental and other revenues related to operating leases, of which $ 55,754,000 was for variable lease payments which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the three months ended March 31, 2019 , we recognized $ 381,084,000 of rental and other revenues related to operating leases, of which $ 47,350,000 was for variable lease payments. |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2020 March 31, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 6,492 $ 7,412 non-real estate investment lease expense General and administrative expenses 1,267 362 Finance lease cost: Amortization of leased assets Property operating expenses 2,243 2,092 Interest on lease liabilities Interest expense 1,379 1,002 Sublease income Rental income (1,043 ) (1,886 ) Total $ 10,338 $ 8,982 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases was as follows (in thousands): Classification March 31, 2020 December 31, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 362,685 $ 374,217 Finance leases - real estate Right of use assets, net 160,532 162,216 Real estate right of use assets, net 523,217 536,433 Operating leases - non-real estate investments Receivables and other assets 11,753 12,474 Total right of use assets, net $ 534,970 $ 548,907 Lease liabilities: Operating leases $ 356,311 $ 364,803 Financing leases 108,348 108,890 Total $ 464,659 $ 473,693 Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2020 , we recognized $389,960,000 of rental and other revenues related to operating leases, of which $ 55,754,000 was for variable lease payments which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the three months ended March 31, 2019 , we recognized $ 381,084,000 of rental and other revenues related to operating leases, of which $ 47,350,000 was for variable lease payments. |
Real Estate Loans Receivable
Real Estate Loans Receivable | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Real Estate Loans Receivable | Loans Receivable Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets, net of allowance for credit losses. Real estate loans receivable consists of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of the risk of credit loss. Accrued interest receivable was $7,868,000 and $6,897,000 as of March 31, 2020 and December 31, 2019 , respectively, and is included in receivables and other assets on the Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands): March 31, 2020 December 31, 2019 Mortgage loans $ 97,896 $ 188,062 Other real estate loans 125,811 124,696 Allowance for credit losses on real estate loans receivable (2,479 ) (42,376 ) Real estate loans receivable, net of credit allowance $ 221,228 $ 270,382 Non-real estate loans 451,271 362,850 Allowance for credit losses on non-real estate loans receivable (78,092 ) (25,996 ) Non-real estate loans receivable, net of credit allowance (1) 373,179 336,854 Total loans receivable, net of credit allowance $ 594,407 $ 607,236 (1) Included in receivables and other assets on the Consolidated Balance Sheets. During the three months ended March 31, 2020 , the real estate collateral associated with one loan was released, therefore, the principal balance of $86,411,000 and related allowance for credit losses of $42,376,000 was reclassified to a non-real estate loan. The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Advances on loans receivable: Investments in new loans $ — $ 25,000 Draws on existing loans 10,441 20,452 Net cash advances on loans receivable 10,441 45,452 Receipts on loans receivable: Loan payoffs — 4,384 Principal payments on loans 10,045 2,826 Net cash receipts on loans receivable 10,045 7,210 Net cash advances (receipts) on loans receivable $ 396 $ 38,242 The allowance for credit loss on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the credit allowance is based on a quarterly evaluation of each of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, financial strength of the borrower and guarantors, and nature, extent, and value of the underlying collateral. A loan is considered to have deteriorated credit quality when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the loan agreement. For those loans we identified as having deteriorated credit quality we determine the amount of credit loss on an individual basis. Placement on non-accrual status may be required. Consistent with this definition, all loans on non-accrual are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to income accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. For the remaining loans we assess credit loss on a collective pool basis and use our historical loss experience for similar loans to determine the reserve for credit losses. The following is a summary of our loans by credit loss category (in thousands): March 31, 2020 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2018 $ 185,982 $ (75,372 ) $ 110,610 4 Collective loan pool 2007 - 2015 128,971 (1,873 ) 127,098 15 Collective loan pool (1) 2016 183,218 (1,534 ) 181,684 6 Collective loan pool 2017 117,156 (970 ) 116,186 7 Collective loan pool 2018 15,865 (229 ) 15,636 2 Collective loan pool 2019 43,786 (593 ) 43,193 6 Total loans $ 674,978 $ (80,571 ) $ 594,407 40 (1) Carrying value is exclusive of deferred gains of $62,819,000 recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets. In March 2019, we recognized a provision for loan losses of $18,690,000 to fully reserve for certain Triple-net real estate loans receivable that were no longer deemed collectible. During the quarter ended June 30, 2019, these loans were written off. In March 31, 2020 , we recognized a provision for loan losses of $6,898,000 to fully reserve for one Triple-net non-real estate loan receivable that was no longer deemed collectible. The following is a summary of the allowance for credit losses on loans receivable for the periods presented (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Balance at beginning of period $ 68,372 $ 68,372 Adoption of ASU 2016-13 5,212 — Provision for loan losses 7,072 18,690 Foreign currency translation (85 ) — Balance at end of period $ 80,571 $ 87,062 The following is a summary of our deteriorated loans (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Balance of deteriorated loans at end of period (1) $ 185,982 $ 206,783 Allowance for credit losses (75,372 ) (87,062 ) Balance of deteriorated loans not reserved $ 110,610 $ 119,721 Interest recognized on deteriorated loans (2) $ 4,046 $ 3,971 (1) Includes two loans that are on non-accrual as of March 31, 2020, with a total carrying value of $9,534,000 at both the beginning and the end of the first quarter of 2020. (2) Represents cash interest recognized in the period. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) March 31, 2020 December 31, 2019 Seniors Housing Operating 10% to 50% $ 511,645 $ 463,741 Triple-net 10% to 25% 7,438 7,740 Outpatient Medical 15% to 50% 183,414 111,942 Total $ 702,497 $ 583,423 (1) Excludes ownership of in substance real estate. At March 31, 2020 , the aggregate unamortized basis difference of our joint venture investments of $ 112,258,000 is primarily attributable to the difference between the amount for which we purchase our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities. We have made loans totaling $210,994,000 related to eight properties as of March 31, 2020 for the development and construction of certain properties which are classified as in substance real estate investments. We believe that such borrowers typically represent variable interest entities ("VIE" or "VIEs") in accordance with ASC 810 Consolidation. VIEs are required to be consolidated by their primary beneficiary ("PB") which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the PB of such borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower's equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We expect to fund an additional $251,495,000 related to these investments. |
Credit Concentration
Credit Concentration | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Credit Concentration | Credit Concentration We use consolidated net operating income (“NOI”) as our credit concentration metric. See Note 18 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the three months ended March 31, 2020 , excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Sunrise Senior Living (3) 165 $ 81,577 14% ProMedica 215 53,498 9% Revera (3) 94 32,874 6% Genesis Healthcare 52 29,391 5% Belmont Village 21 19,615 3% Remaining portfolio 1,016 359,866 63% Totals 1,563 $ 576,821 100% (1) Genesis Healthcare and ProMedica are in our Triple-net segment. Sunrise Senior Living, Revera and Belmont Village are in our Seniors Housing Operating segment. (2) NOI with our top five relationships comprised 37% of total NOI for the year ended December 31, 2019 . (3) Revera owns a controlling interest in Sunrise Senior Living. |
Borrowings Under Credit Facilit
Borrowings Under Credit Facilities and Commercial Paper Program | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facilities and Commercial Paper Program | Borrowings Under Credit Facilities and Commercial Paper Program At March 31, 2020 , we had a primary unsecured credit facility with a consortium of 31 banks that includes a $ 3,000,000,000 unsecured revolving credit facility ( $795,000,000 outstanding at March 31, 2020 ), 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 by up to an additional $ 1,000,000,000 , in the aggregate, and the $ 250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $ 250,000,000 . The primary unsecured credit facility also allows us to borrow up to $ 1,000,000,000 in alternate currencies ( none outstanding at March 31, 2020 ). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate ( 1.82% at March 31, 2020 ). The applicable margin is based on our debt ratings and was 0.825% at March 31, 2020 . In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15% at March 31, 2020 . The term credit facilities mature on July 19, 2023 . The revolving credit facility is scheduled to mature on July 19, 2022 and can be extended for two successive terms of six months each at our option. In January 2019, we established an unsecured commercial paper program. Under the terms of the program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $1,000,000,000 . As of March 31, 2020 , there was a balance of $49,985,000 outstanding on the commercial paper program ( $50,000,000 in principal outstanding net of an unamortized discount of $15,000 ), which reduces the borrowing capacity on the unsecured revolving credit facility. The notes bear interest at various floating rates with a weighted average of 1.55% as of March 31, 2020 and a weighted average maturity of seven days as of March 31, 2020 . The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands): Three Months Ended March 31, 2020 2019 Balance outstanding at quarter end $ 845,000 $ 419,293 Maximum amount outstanding at any month end $ 2,100,000 $ 1,150,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 1,593,816 $ 790,516 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 2.21 % 3.22 % |
Senior Unsecured Notes and Secu
Senior Unsecured Notes and Secured Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Senior Unsecured Notes and Secured Debt | 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: (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At March 31, 2020 , the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2020 $ — $ 275,279 $ 275,279 2021 — 424,952 424,952 2022 10,000 449,900 459,900 2023 (4,5) 1,777,054 473,564 2,250,618 2024 1,350,000 295,714 1,645,714 Thereafter (6,7,8) 7,169,819 985,229 8,155,048 Totals $ 10,306,873 $ 2,904,638 $ 13,211,511 (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 Consolidated Balance Sheet. (2) Annual interest rates range from 1.65% to 6.50% . (3) Annual interest rates range from 1.69% to 12.00% . Carrying value of the properties securing the debt totaled $6,324,000 at March 31, 2020 . (4) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $177,054,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2020 ). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% ( 2.49% at March 31, 2020 ). (5) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% ( 1.65% at March 31, 2020 ). (6) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $212,465,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2020 ). (7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $684,804,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2020 ). (8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $622,550,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2020 ). On April 1, 2020, we closed on a $1,000,000,000 unsecured term credit facility that matures on April 1, 2022. The term loan carries a 60-day delayed draw and bears interest at a rate of LIBOR plus 1.20% . The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Three Months Ended March 31, 2020 March 31, 2019 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 10,427,562 4.03% $ 9,699,984 4.48% Debt issued — —% 1,050,000 3.89% Debt extinguished — —% (1,050,000 ) 4.98% Foreign currency (120,689 ) 4.15% 37,553 4.33% Ending balance $ 10,306,873 3.97% $ 9,737,537 4.35% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2020 March 31, 2019 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,993,342 3.63% $ 2,485,711 3.90% Debt issued 44,921 2.58% 247,163 3.68% Debt assumed — —% 42,000 4.62% Debt extinguished (16,040 ) 4.51% (114,570 ) 4.96% Principal payments (15,526 ) 3.78% (13,543 ) 3.85% Foreign currency (102,059 ) 3.27% 26,197 3.33% Ending balance $ 2,904,638 3.63% $ 2,672,958 3.84% 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, 2020 , we were in compliance with all of the covenants under our debt agreements. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks. Foreign Currency Forward Contracts Designated as Cash Flow Hedges For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is deferred 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. Cash Flow Hedges of Interest Rate Risk We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements were used to hedge the variable cash flows associated with variable-rate debt. Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into income over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately reclassified to the Consolidated Statements of Comprehensive Income. Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated. Derivative Contracts Undesignated We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures. In addition, we have several interest rate cap contracts related to variable rate secured debt agreements. Gains and losses resulting from the changes in fair values of these instruments are also recorded in interest expense. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): March 31, 2020 December 31, 2019 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 700,000 $ 725,000 Denominated in Pounds Sterling £ 1,340,708 £ 1,340,708 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 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 1,188,250 $ 1,188,250 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 405,819 $ 405,819 Forward sales contracts denominated in Canadian Dollars $ 80,000 $ — Forward purchase contracts denominated in Pounds Sterling £ (125,000 ) £ (125,000 ) Forward sales contracts denominated in Pounds Sterling £ 125,000 £ 125,000 (1) At March 31, 2020 the maximum maturity date was July 15, 2021. The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended March 31, Description Location 2020 2019 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 6,644 $ 5,333 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (95 ) $ (1,538 ) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 259,112 $ (87,682 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At March 31, 2020 , we had 12 outstanding letter of credit obligations totaling $ 42,219,000 and expiring between 2020 and 2024 . At March 31, 2020 , we had outstanding construction in progress of $ 431,497,000 and were committed to providing additional funds of approximately $ 373,422,000 to complete construction. Additionally, at March 31, 2020, we had outstanding investments classified as in substance real estate of $ 210,994,000 and were committed to provide additional funds of $ 251,495,000 (see Note 8 for additional information). Purchase obligations at March 31, 2020 also include $20,764,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenant are increased to reflect the additional investment in the property. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: March 31, 2020 December 31, 2019 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares — — Outstanding shares — — Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 418,781,215 411,550,857 Outstanding shares 417,390,540 410,256,615 Preferred Stock The following is a summary of our preferred stock activity during the periods indicated: Three Months Ended March 31, 2020 March 31, 2019 Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Beginning balance — —% 14,369,965 6.50% Shares converted — —% (14,369,965 ) 6.50% Ending balance — —% — —% During the three months ended March 31, 2019 , we converted all of the outstanding Series I Preferred Stock. Each share was converted into 0.8857 shares of common stock. Common Stock In February 2019, we entered into a separate amended and restated equity distribution agreement whereby we can offer and sell up to $1,500,000,000 aggregate amount of our common stock ("Equity Shelf Program"). The Equity Shelf Program also allows us to enter into forward sale agreements. During the three months ended March 31, 2020 , we physically settled all of our outstanding forward sales agreements for cash proceeds of $ 576,196,000 . As of March 31, 2020 , we had $499,341,000 of remaining capacity under the Equity Shelf Program. The following is a summary of our common stock issuances during the three months ended March 31, 2020 and 2019 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2019 Dividend reinvestment plan issuances 4,148,667 $ 75.04 $ 311,301 $ 307,821 2019 Option exercises 2,505 53.89 135 135 2019 Equity shelf program issuances 3,060,865 74.22 227,180 225,587 2019 Preferred stock conversions 12,712,452 — — 2019 Stock incentive plans, net of forfeitures 140,940 — — 2019 Totals 20,065,429 $ 538,616 $ 533,543 2020 Dividend reinvestment plan issuances 175,129 $ 84.54 $ 14,805 $ 14,805 2020 Equity shelf program issuances 6,799,978 86.48 588,072 576,196 2020 Stock incentive plans, net of forfeitures 158,818 — — 2020 Totals 7,133,925 $ 602,877 $ 591,001 Dividends The increase in dividends is attributable to increases in our common shares outstanding. The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2020 March 31, 2019 Per Share Amount Per Share Amount Common stock $ 0.8700 $ 356,001 $ 0.8700 $ 344,760 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): March 31, 2020 December 31, 2019 Foreign currency translation $ (962,982 ) $ (719,814 ) Derivative and financial instruments designated as hedges 866,769 607,657 Total accumulated other comprehensive loss $ (96,213 ) $ (112,157 ) |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Our 2016 Long-Term Incentive Plan (“2016 Plan”) authorizes up to 10,000,000 shares of common 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 2016 Plan. The 2016 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to five years . Options expire ten years from the date of grant. Stock-based compensation expense totaled $7,083,000 and $ 7,529,000 for the three months ended March 31, 2020 and 2019 , respectfully. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 310,284 $ 280,470 Adjustment for net income (loss) attributable to OP units (1,388 ) 46 Numerator for diluted earnings per share $ 308,896 $ 280,516 Denominator for basic earnings per share - weighted average shares 410,306 391,474 Effect of dilutive securities: Employee stock options — 1 Non-vested restricted shares 702 868 Redeemable shares 1,396 1,096 Employee stock purchase program 16 13 Dilutive potential common shares 2,114 1,978 Denominator for diluted earnings per share - adjusted weighted average shares 412,420 393,452 Basic earnings per share $ 0.76 $ 0.72 Diluted earnings per share $ 0.75 $ 0.71 |
Disclosure about Fair Value of
Disclosure about Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Disclosure about Fair Value of Financial Instruments | Disclosure about Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level valuation hierarchy exists for disclosures of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for additional information. The three levels are defined below: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable — The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value. Equity Securities — Equity securities are recorded at their fair value based on Level 1 publicly available trading prices. Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program — The carrying amount of the primary unsecured credit facility and commercial paper program approximates fair value because the borrowings are interest rate adjustable. Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable. Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable. Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2). Redeemable OP Unitholder Interests — Our redeemable OP unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount in which case the redeemable OP unitholder interests are recorded at the initial amount adjusted for distribution to the unitholders and income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances. The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 96,480 $ 96,702 $ 145,686 $ 150,217 Other real estate loans receivable 124,748 123,101 124,696 128,512 Equity securities 8,034 8,034 15,685 15,685 Cash and cash equivalents 303,423 303,423 284,917 284,917 Restricted cash 89,643 89,643 100,849 100,849 Non-real estate loans receivable 373,179 418,221 336,854 379,239 Foreign currency forward contracts, interest rate swaps and cross currency swaps 210,837 210,837 18,554 18,554 Financial liabilities: Borrowings under unsecured credit facility and commercial paper program $ 844,985 $ 844,985 $ 1,587,597 $ 1,587,597 Senior unsecured notes 10,218,853 10,565,256 10,336,513 11,400,571 Secured debt 2,901,232 3,032,376 2,990,962 3,041,893 Foreign currency forward contracts, interest rate swaps and cross currency swaps 87,557 87,557 53,601 53,601 Redeemable OP unitholder interests $ 94,048 $ 81,717 $ 121,440 $ 121,440 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, 2020 Total Level 1 Level 2 Level 3 Equity securities $ 8,034 $ 8,034 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 123,280 — 123,280 — Totals $ 131,314 $ 8,034 $ 123,280 $ — (1) Please see Note 12 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 that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of loans receivable) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We invest in seniors housing and health care real estate. We evaluate our business and make resource allocations on our three operating segments: Seniors Housing Operating, Triple-net and Outpatient Medical. Our Seniors Housing Operating properties include seniors apartments, assisted living, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are owned and/or operated through RIDEA structures (see Note 19 ). Our Triple-net properties include the property types described above as well as long-term/post-acute care facilities. Under the Triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our Outpatient Medical properties are typically leased to multiple tenants and generally require a certain level of property management by us. We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. Non-segment revenue consists mainly of interest income on certain non-real estate investments and other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI. 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, 2019 ). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. There are no intersegment sales or transfers. Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended March 31, 2020: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 849,972 $ — $ — $ — $ 849,972 Rental income — 191,385 (1) 198,575 — 389,960 Interest income 104 14,671 466 — 15,241 Other income 1,052 1,673 288 416 3,429 Total revenues 851,128 207,729 199,329 416 1,258,602 Property operating expenses 607,871 13,302 60,608 — 681,781 Consolidated net operating income 243,257 194,427 138,721 416 576,821 Depreciation and amortization 146,774 57,694 70,333 — 274,801 Interest expense 16,434 2,852 4,808 117,913 142,007 General and administrative expenses — — — 35,481 35,481 Loss (gain) on derivatives and financial instruments, net — 7,651 — — 7,651 Provision for loan losses — 7,072 — — 7,072 Impairment of assets 3,495 24,332 — — 27,827 Other expenses 2,989 513 1,007 1,783 6,292 Income (loss) from continuing operations before income taxes and other items 73,565 94,313 62,573 (154,761 ) 75,690 Income tax (expense) benefit — — — (5,442 ) (5,442 ) Income (loss) from unconsolidated entities (11,024 ) 5,796 1,536 — (3,692 ) Gain (loss) on real estate dispositions, net (149 ) 49,637 213,336 — 262,824 Income (loss) from continuing operations 62,392 149,746 277,445 (160,203 ) 329,380 Net income (loss) $ 62,392 $ 149,746 $ 277,445 $ (160,203 ) $ 329,380 Total assets $ 15,691,090 $ 9,200,458 $ 7,722,679 $ 308,801 $ 32,923,028 (1) During the three months ended March 31, 2020, we wrote off straight-line rent receivables of $32,268,000 recorded in rental income in conjunction with an amended lease. Three Months Ended March 31, 2019: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 868,285 $ — $ — $ — $ 868,285 Rental income — 232,032 149,052 — 381,084 Interest income — 14,946 173 — 15,119 Other income 4,101 1,263 236 2,157 7,757 Total revenues 872,386 248,241 149,461 2,157 1,272,245 Property operating expenses 607,686 14,955 48,166 — 670,807 Consolidated net operating income 264,700 233,286 101,295 2,157 601,438 Depreciation and amortization 131,575 61,348 51,009 — 243,932 Interest expense 18,251 3,440 3,348 120,193 145,232 General and administrative expenses — — — 35,282 35,282 Loss (gain) on derivatives and financial instruments, net — (2,487 ) — — (2,487 ) Loss (gain) on extinguishment of debt, net — — — 15,719 15,719 Provision for loan losses — 18,690 — — 18,690 Other expenses 2,946 3,029 754 2,027 8,756 Income (loss) from continuing operations before income taxes and other items 111,928 149,266 46,184 (171,064 ) 136,314 Income tax (expense) benefit — — — (2,222 ) (2,222 ) Income (loss) from unconsolidated entities (16,580 ) 5,658 1,723 — (9,199 ) Gain (loss) on real estate dispositions, net (160 ) 167,574 (5 ) — 167,409 Income (loss) from continuing operations 95,188 322,498 47,902 (173,286 ) 292,302 Net income (loss) $ 95,188 $ 322,498 $ 47,902 $ (173,286 ) $ 292,302 Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended March 31, 2020 March 31, 2019 Revenues: Amount (1) % Amount % United States $ 1,027,781 81.6 % $ 1,043,667 82.1 % United Kingdom 117,882 9.4 % 112,418 8.8 % Canada 112,939 9.0 % 116,160 9.1 % Total $ 1,258,602 100.0 % $ 1,272,245 100.0 % As of March 31, 2020 December 31, 2019 Assets: Amount % Amount % United States $ 27,431,135 83.3 % $ 27,513,911 82.4 % United Kingdom 3,216,727 9.8 % 3,405,388 10.2 % Canada 2,275,166 6.9 % 2,461,452 7.4 % Total $ 32,923,028 100.0 % $ 33,380,751 100.0 % (1) The United States, United Kingdom and Canada represent 77% , 10% and 13% , respectively, of our resident fees and services revenue stream for the three months ended March 31, 2020 . |
Income Taxes and Distributions
Income Taxes and Distributions | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes And Distributions | Income Taxes and Distributions We elected to be taxed as a REIT commencing with our first taxable year. To qualify as a REIT for federal income tax purposes, at least 90% of taxable income (excluding 100% of net capital gains) must be distributed to stockholders. REITs that do not distribute a certain amount of taxable income in the current year are also subject to a 4% federal excise tax. The main differences between undistributed net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes. Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor”. Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property”. A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. Income taxes reflected in the financial statements primarily represents U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The provision for income taxes for the three months ended March 31, 2020 and 2019 , was primarily due to operating income or losses, offset by certain discrete items at our TRS entities. In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and most of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. Subsequent to 2014 we transferred certain subsidiaries to the United Kingdom, while some wholly-owned direct and indirect subsidiaries remain in Luxembourg and Jersey. The company reflects current and deferred tax liabilities for any such withholding taxes incurred from this holding company structure in its consolidated financial statements. Generally, given current statutes of limitations, we are subject to audit by the foreign, federal, state and local taxing authorities under applicable local laws. On March 27, 2020, the President of the United States signed the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) into law. The CARES Act, among its economic stimulus provisions, includes a number of tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carrybacks, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Certain of these provisions may impact the provision for taxes in our consolidated financial statements, including in particular the provision allowing for the carryback of net operating losses which would be applicable to our TRSs. We have made a reasonable estimate of the tax impact to us of the CARES Act in our consolidated financial statements, and while we do not believe that there will be further material impacts to the consolidated financial statements related to the CARES Act tax provisions, we will continue to evaluate the impact of the CARES Act and any guidance provided by the U.S. Treasury and the IRS on our consolidated financial statements. It is possible our estimates could differ materially from the actual tax impact to us of the CARES Act. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities We have entered into joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be VIEs. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the 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 formations, the joint ventures have been and 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 VIEs in the aggregate (in thousands): March 31, 2020 December 31, 2019 Assets: Net real estate investments $ 956,254 $ 960,093 Cash and cash equivalents 23,539 27,522 Receivables and other assets 16,461 14,586 Total assets (1) $ 996,254 $ 1,002,201 Liabilities and equity: Secured debt $ 458,191 $ 460,117 Lease liabilities 1,326 1,326 Accrued expenses and other liabilities 20,569 22,215 Total equity 516,168 518,543 Total liabilities and equity $ 996,254 $ 1,002,201 (1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. |
Accounting Policies and Relat_2
Accounting Policies and Related Matters (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily an indication of the results that may be expected for the year ending December 31, 2020 . 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, 2019 . |
New Accounting Standards | New Accounting Standards • On January 1, 2020, we adopted ASU 2016-13, “Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). This standard requires a new forward-looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the new leases standard from the scope of the new credit losses standard. ASU 2016-13 primarily impacts our measurement for credit losses related to our real estate and non-real estate loans receivable. In conjunction with our adoption of ASU 2016-13, we recorded a $5,212,000 increase to our allowance for credit losses on loans receivable (both real estate and non-real estate) with a corresponding adjustment to cumulative net income related to the change in accounting principle. See Note 7 for further details. • |
Real Property Acquisitions an_2
Real Property Acquisitions and Development (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | 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, 2020 March 31, 2019 Development projects: Seniors Housing Operating $ 93,188 $ — Outpatient Medical 19,369 — Total construction in progress conversions $ 112,557 $ — The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 15,758 $ — $ 40,847 $ 56,605 $ 6,831 $ 7,427 $ 29,304 $ 43,562 Buildings and improvements 132,480 765 171,457 304,702 97,759 74,116 60,671 232,546 Acquired lease intangibles 10,810 — 23,823 34,633 4,945 — 10,202 15,147 Right of use assets, net — — — — — — 2,012 2,012 Receivables and other assets 257 — 139 396 264 — — 264 Total assets acquired (1) 159,305 765 236,266 396,336 109,799 81,543 102,189 293,531 Secured debt — — — — (43,209 ) — — (43,209 ) Lease liabilities — — — — — — (961 ) (961 ) Accrued expenses and other liabilities (671 ) — (2,036 ) (2,707 ) (848 ) — (1,952 ) (2,800 ) Total liabilities acquired (671 ) — (2,036 ) (2,707 ) (44,057 ) — (2,913 ) (46,970 ) Noncontrolling interests (2) (2,827 ) — — (2,827 ) (7,895 ) (1,056 ) — (8,951 ) Cash disbursed for acquisitions 155,807 765 234,230 390,802 57,847 80,487 99,276 237,610 Construction in progress additions 29,841 13,929 13,645 57,415 35,756 7,442 14,475 57,673 Less: Capitalized interest (2,812 ) (941 ) (993 ) (4,746 ) (1,136 ) (390 ) (801 ) (2,327 ) Accruals (3) (2,600 ) — (1,294 ) (3,894 ) — — 45 45 Cash disbursed for construction in progress 24,429 12,988 11,358 48,775 34,620 7,052 13,719 55,391 Capital improvements to existing properties 52,503 3,248 13,631 69,382 43,300 3,768 9,867 56,935 Total cash invested in real property, net of cash acquired $ 232,739 $ 17,001 $ 259,219 $ 508,959 $ 135,767 $ 91,307 $ 122,862 $ 349,936 (1) Excludes $ 580,000 and $ 517,000 of unrestricted and restricted cash acquired during the three months ended March 31, 2020 and 2019 , respectively. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. (3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Real Estate Intangibles Excluding Those Classified as Held For Sale | 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, 2020 December 31, 2019 Assets: In place lease intangibles $ 1,523,390 $ 1,513,836 Above market tenant leases 60,484 59,540 Lease commissions 45,788 43,675 Gross historical cost 1,629,662 1,617,051 Accumulated amortization (1,195,330 ) (1,181,158 ) Net book value $ 434,332 $ 435,893 Weighted-average amortization period in years 10.4 10.3 Liabilities: Below market tenant leases $ 86,233 $ 99,035 Accumulated amortization (40,354 ) (49,390 ) Net book value $ 45,879 $ 49,645 Weighted-average amortization period in years 8.6 8.6 |
Summary of Real Estate Intangible Amortization | The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Rental income related to (above)/below market tenant leases, net $ 524 $ (155 ) Amortization related to in place lease intangibles and lease commissions (35,976 ) (24,905 ) |
Schedule of Future Estimated Aggregate Amortization of Intangible Assets and Liabilities | The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2020 $ 89,792 $ 6,817 2021 68,777 8,313 2022 44,647 7,607 2023 37,400 5,343 2024 29,529 3,215 Thereafter 164,187 14,584 Total $ 434,332 $ 45,879 |
Dispositions and Assets Held _2
Dispositions and Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Real Property Disposition Activity | The following is a summary of our real property disposition activity for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Real estate dispositions: Triple-net $ 33,445 $ 436,071 Outpatient Medical 495,003 — Total dispositions 528,448 436,071 Gain (loss) on real estate dispositions, net 262,824 167,409 Net other assets/liabilities disposed 10,120 (748 ) Proceeds from real estate dispositions $ 801,392 $ 602,732 |
Dispositions and Assets Held for Sale | The following represents the activity related to these properties for the periods presented (in thousands): Three Months Ended March 31, 2020 2019 Revenues: Total revenues $ 48,563 $ 159,048 Expenses: Interest expense 876 1,547 Property operating expenses 27,793 96,143 Provision for depreciation — 22,739 Total expenses 28,669 120,429 Income (loss) from real estate dispositions, net $ 19,894 $ 38,619 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense, Lease Terms and Discount Rate, and Supplemental Cash Flow Information | The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2020 March 31, 2019 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 6,492 $ 7,412 non-real estate investment lease expense General and administrative expenses 1,267 362 Finance lease cost: Amortization of leased assets Property operating expenses 2,243 2,092 Interest on lease liabilities Interest expense 1,379 1,002 Sublease income Rental income (1,043 ) (1,886 ) Total $ 10,338 $ 8,982 (1) Includes short-term leases which are immaterial. |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands): Classification March 31, 2020 December 31, 2019 Right of use assets: Operating leases - real estate Right of use assets, net $ 362,685 $ 374,217 Finance leases - real estate Right of use assets, net 160,532 162,216 Real estate right of use assets, net 523,217 536,433 Operating leases - non-real estate investments Receivables and other assets 11,753 12,474 Total right of use assets, net $ 534,970 $ 548,907 Lease liabilities: Operating leases $ 356,311 $ 364,803 Financing leases 108,348 108,890 Total $ 464,659 $ 473,693 |
Real Estate Loans Receivable (T
Real Estate Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Summary Of Real Estate Loans Receivable | The following is a summary of our loans receivable (in thousands): March 31, 2020 December 31, 2019 Mortgage loans $ 97,896 $ 188,062 Other real estate loans 125,811 124,696 Allowance for credit losses on real estate loans receivable (2,479 ) (42,376 ) Real estate loans receivable, net of credit allowance $ 221,228 $ 270,382 Non-real estate loans 451,271 362,850 Allowance for credit losses on non-real estate loans receivable (78,092 ) (25,996 ) Non-real estate loans receivable, net of credit allowance (1) 373,179 336,854 Total loans receivable, net of credit allowance $ 594,407 $ 607,236 (1) Included in receivables and other assets on the Consolidated Balance Sheets. |
Summary of Real Estate Loan Activity | The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Advances on loans receivable: Investments in new loans $ — $ 25,000 Draws on existing loans 10,441 20,452 Net cash advances on loans receivable 10,441 45,452 Receipts on loans receivable: Loan payoffs — 4,384 Principal payments on loans 10,045 2,826 Net cash receipts on loans receivable 10,045 7,210 Net cash advances (receipts) on loans receivable $ 396 $ 38,242 |
Summary of Impaired Loans | The following is a summary of our deteriorated loans (in thousands): Three Months Ended March 31, 2020 March 31, 2019 Balance of deteriorated loans at end of period (1) $ 185,982 $ 206,783 Allowance for credit losses (75,372 ) (87,062 ) Balance of deteriorated loans not reserved $ 110,610 $ 119,721 Interest recognized on deteriorated loans (2) $ 4,046 $ 3,971 (1) Includes two loans that are on non-accrual as of March 31, 2020, with a total carrying value of $9,534,000 at both the beginning and the end of the first quarter of 2020. (2) Represents cash interest recognized in the period. |
Schedule of Credit Loss | The following is a summary of our loans by credit loss category (in thousands): March 31, 2020 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2018 $ 185,982 $ (75,372 ) $ 110,610 4 Collective loan pool 2007 - 2015 128,971 (1,873 ) 127,098 15 Collective loan pool (1) 2016 183,218 (1,534 ) 181,684 6 Collective loan pool 2017 117,156 (970 ) 116,186 7 Collective loan pool 2018 15,865 (229 ) 15,636 2 Collective loan pool 2019 43,786 (593 ) 43,193 6 Total loans $ 674,978 $ (80,571 ) $ 594,407 40 (1) Carrying value is exclusive of deferred gains of $62,819,000 recorded in accrued expenses and other liabilities on the Consolidated Balance Sheets. Three Months Ended March 31, 2020 March 31, 2019 Balance at beginning of period $ 68,372 $ 68,372 Adoption of ASU 2016-13 5,212 — Provision for loan losses 7,072 18,690 Foreign currency translation (85 ) — Balance at end of period $ 80,571 $ 87,062 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Investments in Unconsolidated Entities | The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) March 31, 2020 December 31, 2019 Seniors Housing Operating 10% to 50% $ 511,645 $ 463,741 Triple-net 10% to 25% 7,438 7,740 Outpatient Medical 15% to 50% 183,414 111,942 Total $ 702,497 $ 583,423 (1) Excludes ownership of in substance real estate. |
Credit Concentration (Tables)
Credit Concentration (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Summary of Credit Concentration | The following table summarizes certain information about our credit concentration for the three months ended March 31, 2020 , excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Sunrise Senior Living (3) 165 $ 81,577 14% ProMedica 215 53,498 9% Revera (3) 94 32,874 6% Genesis Healthcare 52 29,391 5% Belmont Village 21 19,615 3% Remaining portfolio 1,016 359,866 63% Totals 1,563 $ 576,821 100% (1) Genesis Healthcare and ProMedica are in our Triple-net segment. Sunrise Senior Living, Revera and Belmont Village are in our Seniors Housing Operating segment. (2) NOI with our top five relationships comprised 37% of total NOI for the year ended December 31, 2019 . (3) Revera owns a controlling interest in Sunrise Senior Living. |
Borrowings Under Credit Facil_2
Borrowings Under Credit Facilities and Commercial Paper Program (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Aggregate Borrowings Under Unsecured Revolving Credit Facility and Commercial Paper | The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands): Three Months Ended March 31, 2020 2019 Balance outstanding at quarter end $ 845,000 $ 419,293 Maximum amount outstanding at any month end $ 2,100,000 $ 1,150,000 Average amount outstanding (total of daily principal balances divided by days in period) $ 1,593,816 $ 790,516 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) 2.21 % 3.22 % |
Senior Unsecured Notes and Se_2
Senior Unsecured Notes and Secured Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Annual Principal Payments Due on Debt Obligations | At March 31, 2020 , the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2020 $ — $ 275,279 $ 275,279 2021 — 424,952 424,952 2022 10,000 449,900 459,900 2023 (4,5) 1,777,054 473,564 2,250,618 2024 1,350,000 295,714 1,645,714 Thereafter (6,7,8) 7,169,819 985,229 8,155,048 Totals $ 10,306,873 $ 2,904,638 $ 13,211,511 (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 Consolidated Balance Sheet. (2) Annual interest rates range from 1.65% to 6.50% . (3) Annual interest rates range from 1.69% to 12.00% . Carrying value of the properties securing the debt totaled $6,324,000 at March 31, 2020 . (4) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $177,054,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2020 ). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% ( 2.49% at March 31, 2020 ). (5) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% ( 1.65% at March 31, 2020 ). (6) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $212,465,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2020 ). (7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $684,804,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2020 ). (8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $622,550,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2020 ). |
Summary of Principal Activity | The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Three Months Ended March 31, 2020 March 31, 2019 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 10,427,562 4.03% $ 9,699,984 4.48% Debt issued — —% 1,050,000 3.89% Debt extinguished — —% (1,050,000 ) 4.98% Foreign currency (120,689 ) 4.15% 37,553 4.33% Ending balance $ 10,306,873 3.97% $ 9,737,537 4.35% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2020 March 31, 2019 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,993,342 3.63% $ 2,485,711 3.90% Debt issued 44,921 2.58% 247,163 3.68% Debt assumed — —% 42,000 4.62% Debt extinguished (16,040 ) 4.51% (114,570 ) 4.96% Principal payments (15,526 ) 3.78% (13,543 ) 3.85% Foreign currency (102,059 ) 3.27% 26,197 3.33% Ending balance $ 2,904,638 3.63% $ 2,672,958 3.84% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Notional Amount of Derivatives and Other Financial Instruments | The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): March 31, 2020 December 31, 2019 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 700,000 $ 725,000 Denominated in Pounds Sterling £ 1,340,708 £ 1,340,708 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 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 1,188,250 $ 1,188,250 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 405,819 $ 405,819 Forward sales contracts denominated in Canadian Dollars $ 80,000 $ — Forward purchase contracts denominated in Pounds Sterling £ (125,000 ) £ (125,000 ) Forward sales contracts denominated in Pounds Sterling £ 125,000 £ 125,000 (1) At March 31, 2020 the maximum maturity date was July 15, 2021. |
Impact of Derivative Instruments on the Consolidated Statements of Comprehensive Income | The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands): Three Months Ended March 31, Description Location 2020 2019 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 6,644 $ 5,333 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (95 ) $ (1,538 ) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 259,112 $ (87,682 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Summary of Stockholders' Equity Capital Accounts | The following is a summary of our preferred stock activity during the periods indicated: Three Months Ended March 31, 2020 March 31, 2019 Weighted Avg. Weighted Avg. Shares Dividend Rate Shares Dividend Rate Beginning balance — —% 14,369,965 6.50% Shares converted — —% (14,369,965 ) 6.50% Ending balance — —% — —% The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: March 31, 2020 December 31, 2019 Preferred Stock: Authorized shares 50,000,000 50,000,000 Issued shares — — Outstanding shares — — Common Stock, $1.00 par value: Authorized shares 700,000,000 700,000,000 Issued shares 418,781,215 411,550,857 Outstanding shares 417,390,540 410,256,615 The following is a summary of our common stock issuances during the three months ended March 31, 2020 and 2019 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2019 Dividend reinvestment plan issuances 4,148,667 $ 75.04 $ 311,301 $ 307,821 2019 Option exercises 2,505 53.89 135 135 2019 Equity shelf program issuances 3,060,865 74.22 227,180 225,587 2019 Preferred stock conversions 12,712,452 — — 2019 Stock incentive plans, net of forfeitures 140,940 — — 2019 Totals 20,065,429 $ 538,616 $ 533,543 2020 Dividend reinvestment plan issuances 175,129 $ 84.54 $ 14,805 $ 14,805 2020 Equity shelf program issuances 6,799,978 86.48 588,072 576,196 2020 Stock incentive plans, net of forfeitures 158,818 — — 2020 Totals 7,133,925 $ 602,877 $ 591,001 |
Summary of Dividend Payments | The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2020 March 31, 2019 Per Share Amount Per Share Amount Common stock $ 0.8700 $ 356,001 $ 0.8700 $ 344,760 |
Summary of Accumulated Other Comprehensive Income (Loss) | The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): March 31, 2020 December 31, 2019 Foreign currency translation $ (962,982 ) $ (719,814 ) Derivative and financial instruments designated as hedges 866,769 607,657 Total accumulated other comprehensive loss $ (96,213 ) $ (112,157 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 310,284 $ 280,470 Adjustment for net income (loss) attributable to OP units (1,388 ) 46 Numerator for diluted earnings per share $ 308,896 $ 280,516 Denominator for basic earnings per share - weighted average shares 410,306 391,474 Effect of dilutive securities: Employee stock options — 1 Non-vested restricted shares 702 868 Redeemable shares 1,396 1,096 Employee stock purchase program 16 13 Dilutive potential common shares 2,114 1,978 Denominator for diluted earnings per share - adjusted weighted average shares 412,420 393,452 Basic earnings per share $ 0.76 $ 0.72 Diluted earnings per share $ 0.75 $ 0.71 |
Disclosure about Fair Value o_2
Disclosure about Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Estimated Fair Values of Financial Instruments | The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands): March 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 96,480 $ 96,702 $ 145,686 $ 150,217 Other real estate loans receivable 124,748 123,101 124,696 128,512 Equity securities 8,034 8,034 15,685 15,685 Cash and cash equivalents 303,423 303,423 284,917 284,917 Restricted cash 89,643 89,643 100,849 100,849 Non-real estate loans receivable 373,179 418,221 336,854 379,239 Foreign currency forward contracts, interest rate swaps and cross currency swaps 210,837 210,837 18,554 18,554 Financial liabilities: Borrowings under unsecured credit facility and commercial paper program $ 844,985 $ 844,985 $ 1,587,597 $ 1,587,597 Senior unsecured notes 10,218,853 10,565,256 10,336,513 11,400,571 Secured debt 2,901,232 3,032,376 2,990,962 3,041,893 Foreign currency forward contracts, interest rate swaps and cross currency swaps 87,557 87,557 53,601 53,601 Redeemable OP unitholder interests $ 94,048 $ 81,717 $ 121,440 $ 121,440 |
Summary of Items Measured at Fair Value on a Recurring Basis | The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of March 31, 2020 Total Level 1 Level 2 Level 3 Equity securities $ 8,034 $ 8,034 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 123,280 — 123,280 — Totals $ 131,314 $ 8,034 $ 123,280 $ — (1) Please see Note 12 for additional information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary Information for Reportable Segments | Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended March 31, 2020: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 849,972 $ — $ — $ — $ 849,972 Rental income — 191,385 (1) 198,575 — 389,960 Interest income 104 14,671 466 — 15,241 Other income 1,052 1,673 288 416 3,429 Total revenues 851,128 207,729 199,329 416 1,258,602 Property operating expenses 607,871 13,302 60,608 — 681,781 Consolidated net operating income 243,257 194,427 138,721 416 576,821 Depreciation and amortization 146,774 57,694 70,333 — 274,801 Interest expense 16,434 2,852 4,808 117,913 142,007 General and administrative expenses — — — 35,481 35,481 Loss (gain) on derivatives and financial instruments, net — 7,651 — — 7,651 Provision for loan losses — 7,072 — — 7,072 Impairment of assets 3,495 24,332 — — 27,827 Other expenses 2,989 513 1,007 1,783 6,292 Income (loss) from continuing operations before income taxes and other items 73,565 94,313 62,573 (154,761 ) 75,690 Income tax (expense) benefit — — — (5,442 ) (5,442 ) Income (loss) from unconsolidated entities (11,024 ) 5,796 1,536 — (3,692 ) Gain (loss) on real estate dispositions, net (149 ) 49,637 213,336 — 262,824 Income (loss) from continuing operations 62,392 149,746 277,445 (160,203 ) 329,380 Net income (loss) $ 62,392 $ 149,746 $ 277,445 $ (160,203 ) $ 329,380 Total assets $ 15,691,090 $ 9,200,458 $ 7,722,679 $ 308,801 $ 32,923,028 (1) During the three months ended March 31, 2020, we wrote off straight-line rent receivables of $32,268,000 recorded in rental income in conjunction with an amended lease. Three Months Ended March 31, 2019: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 868,285 $ — $ — $ — $ 868,285 Rental income — 232,032 149,052 — 381,084 Interest income — 14,946 173 — 15,119 Other income 4,101 1,263 236 2,157 7,757 Total revenues 872,386 248,241 149,461 2,157 1,272,245 Property operating expenses 607,686 14,955 48,166 — 670,807 Consolidated net operating income 264,700 233,286 101,295 2,157 601,438 Depreciation and amortization 131,575 61,348 51,009 — 243,932 Interest expense 18,251 3,440 3,348 120,193 145,232 General and administrative expenses — — — 35,282 35,282 Loss (gain) on derivatives and financial instruments, net — (2,487 ) — — (2,487 ) Loss (gain) on extinguishment of debt, net — — — 15,719 15,719 Provision for loan losses — 18,690 — — 18,690 Other expenses 2,946 3,029 754 2,027 8,756 Income (loss) from continuing operations before income taxes and other items 111,928 149,266 46,184 (171,064 ) 136,314 Income tax (expense) benefit — — — (2,222 ) (2,222 ) Income (loss) from unconsolidated entities (16,580 ) 5,658 1,723 — (9,199 ) Gain (loss) on real estate dispositions, net (160 ) 167,574 (5 ) — 167,409 Income (loss) from continuing operations 95,188 322,498 47,902 (173,286 ) 292,302 Net income (loss) $ 95,188 $ 322,498 $ 47,902 $ (173,286 ) $ 292,302 |
Summary of Geographic Information | The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended March 31, 2020 March 31, 2019 Revenues: Amount (1) % Amount % United States $ 1,027,781 81.6 % $ 1,043,667 82.1 % United Kingdom 117,882 9.4 % 112,418 8.8 % Canada 112,939 9.0 % 116,160 9.1 % Total $ 1,258,602 100.0 % $ 1,272,245 100.0 % As of March 31, 2020 December 31, 2019 Assets: Amount % Amount % United States $ 27,431,135 83.3 % $ 27,513,911 82.4 % United Kingdom 3,216,727 9.8 % 3,405,388 10.2 % Canada 2,275,166 6.9 % 2,461,452 7.4 % Total $ 32,923,028 100.0 % $ 33,380,751 100.0 % (1) The United States, United Kingdom and Canada represent 77% , 10% and 13% , respectively, of our resident fees and services revenue stream for the three months ended March 31, 2020 . |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): March 31, 2020 December 31, 2019 Assets: Net real estate investments $ 956,254 $ 960,093 Cash and cash equivalents 23,539 27,522 Receivables and other assets 16,461 14,586 Total assets (1) $ 996,254 $ 1,002,201 Liabilities and equity: Secured debt $ 458,191 $ 460,117 Lease liabilities 1,326 1,326 Accrued expenses and other liabilities 20,569 22,215 Total equity 516,168 518,543 Total liabilities and equity $ 996,254 $ 1,002,201 (1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. |
Accounting Policies and Relat_3
Accounting Policies and Related Matters - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-13 | $ 0 | |
Accounting Standards Update 2016-13 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adoption of ASU 2016-13 | $ 5,212 |
Real Property Acquisitions an_3
Real Property Acquisitions and Development - Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | ||
Land and land improvements | $ 56,605 | $ 43,562 |
Buildings and improvements | 304,702 | 232,546 |
Acquired lease intangibles | 34,633 | 15,147 |
Right of use assets, net | 0 | 2,012 |
Receivables and other assets | 396 | 264 |
Total assets acquired | 396,336 | 293,531 |
Secured debt | 0 | (43,209) |
Lease liabilities | 0 | (961) |
Accrued expenses and other liabilities | (2,707) | (2,800) |
Total liabilities acquired | (2,707) | (46,970) |
Noncontrolling interests | (2,827) | (8,951) |
Cash disbursed for acquisitions | 390,802 | 237,610 |
Construction in progress additions | 57,415 | 57,673 |
Less: Capitalized interest | (4,746) | (2,327) |
Accruals | (3,894) | 45 |
Cash disbursed for construction in progress | 48,775 | 55,391 |
Capital improvements to existing properties | 69,382 | 56,935 |
Total cash invested in real property, net of cash acquired | 508,959 | 349,936 |
Cash acquired from acquisition | 580 | 517 |
Seniors Housing Operating | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 15,758 | 6,831 |
Buildings and improvements | 132,480 | 97,759 |
Acquired lease intangibles | 10,810 | 4,945 |
Right of use assets, net | 0 | 0 |
Receivables and other assets | 257 | 264 |
Total assets acquired | 159,305 | 109,799 |
Secured debt | 0 | (43,209) |
Lease liabilities | 0 | 0 |
Accrued expenses and other liabilities | (671) | (848) |
Total liabilities acquired | (671) | (44,057) |
Noncontrolling interests | (2,827) | (7,895) |
Cash disbursed for acquisitions | 155,807 | 57,847 |
Construction in progress additions | 29,841 | 35,756 |
Less: Capitalized interest | (2,812) | (1,136) |
Accruals | (2,600) | 0 |
Cash disbursed for construction in progress | 24,429 | 34,620 |
Capital improvements to existing properties | 52,503 | 43,300 |
Total cash invested in real property, net of cash acquired | 232,739 | 135,767 |
Triple-net | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 0 | 7,427 |
Buildings and improvements | 765 | 74,116 |
Acquired lease intangibles | 0 | 0 |
Right of use assets, net | 0 | 0 |
Receivables and other assets | 0 | 0 |
Total assets acquired | 765 | 81,543 |
Secured debt | 0 | 0 |
Lease liabilities | 0 | 0 |
Accrued expenses and other liabilities | 0 | 0 |
Total liabilities acquired | 0 | 0 |
Noncontrolling interests | 0 | (1,056) |
Cash disbursed for acquisitions | 765 | 80,487 |
Construction in progress additions | 13,929 | 7,442 |
Less: Capitalized interest | (941) | (390) |
Accruals | 0 | 0 |
Cash disbursed for construction in progress | 12,988 | 7,052 |
Capital improvements to existing properties | 3,248 | 3,768 |
Total cash invested in real property, net of cash acquired | 17,001 | 91,307 |
Outpatient Medical | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 40,847 | 29,304 |
Buildings and improvements | 171,457 | 60,671 |
Acquired lease intangibles | 23,823 | 10,202 |
Right of use assets, net | 0 | 2,012 |
Receivables and other assets | 139 | 0 |
Total assets acquired | 236,266 | 102,189 |
Secured debt | 0 | 0 |
Lease liabilities | 0 | (961) |
Accrued expenses and other liabilities | (2,036) | (1,952) |
Total liabilities acquired | (2,036) | (2,913) |
Noncontrolling interests | 0 | 0 |
Cash disbursed for acquisitions | 234,230 | 99,276 |
Construction in progress additions | 13,645 | 14,475 |
Less: Capitalized interest | (993) | (801) |
Accruals | (1,294) | 45 |
Cash disbursed for construction in progress | 11,358 | 13,719 |
Capital improvements to existing properties | 13,631 | 9,867 |
Total cash invested in real property, net of cash acquired | $ 259,219 | $ 122,862 |
Real Property Acquisitions an_4
Real Property Acquisitions and Development - Construction Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total construction in progress conversions | $ 112,557 | $ 0 |
Seniors Housing Operating | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 93,188 | 0 |
Outpatient Medical | ||
Segment Reporting Information [Line Items] | ||
Total development projects | $ 19,369 | $ 0 |
Real Estate Intangibles - Summa
Real Estate Intangibles - Summary of Real Estate Intangibles Excluding Those Classified as Held For Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Assets: | ||
Gross historical cost | $ 1,629,662 | $ 1,617,051 |
Accumulated amortization | (1,195,330) | (1,181,158) |
Net book value | $ 434,332 | $ 435,893 |
Weighted-average amortization period in years | 10 years 4 months 24 days | 10 years 3 months 18 days |
Liabilities: | ||
Below market tenant leases | $ 86,233 | $ 99,035 |
Accumulated amortization | (40,354) | (49,390) |
Net book value | $ 45,879 | $ 49,645 |
Weighted-average amortization period in years | 8 years 7 months 6 days | 8 years 7 months 6 days |
In place lease intangibles | ||
Assets: | ||
Gross historical cost | $ 1,523,390 | $ 1,513,836 |
Above market tenant leases | ||
Assets: | ||
Gross historical cost | 60,484 | 59,540 |
Lease commissions | ||
Assets: | ||
Gross historical cost | $ 45,788 | $ 43,675 |
Real Estate Intangibles - Sum_2
Real Estate Intangibles - Summary of Real Estate Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Rental income related to (above)/below market tenant leases, net | $ 524 | $ (155) |
Amortization related to in place lease intangibles and lease commissions | $ (35,976) | $ (24,905) |
Real Estate Intangibles - Sched
Real Estate Intangibles - Schedule of Future Estimated Aggregate Amortization of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
2020 | $ 89,792 | |
2021 | 68,777 | |
2022 | 44,647 | |
2023 | 37,400 | |
2024 | 29,529 | |
Thereafter | 164,187 | |
Net book value | 434,332 | $ 435,893 |
Liabilities | ||
2020 | 6,817 | |
2021 | 8,313 | |
2022 | 7,607 | |
2023 | 5,343 | |
2024 | 3,215 | |
Thereafter | 14,584 | |
Net book value | $ 45,879 | $ 49,645 |
Dispositions and Assets Held _3
Dispositions and Assets Held for Sale - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020USD ($)property | May 07, 2020USD ($)property | Dec. 31, 2019USD ($) | [1] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Real property held for sale | $ 729,560 | $ 1,253,008 | ||
Seniors Housing Operating | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | property | 18 | |||
Triple-net | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | property | 6 | |||
Outpatient Medical | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of properties classified as held for sale | property | 9 | |||
Held for sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Real property held for sale | $ 729,560 | |||
Secured debt | 112,625 | |||
Net other assets and liabilities | 27,800 | |||
Net impairment charges | $ 27,827 | |||
Subsequent event | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Real property held for sale | $ 412,535 | |||
Number of properties no longer held for sale | property | 11 | |||
Assets no longer held for sale | $ 386,744 | |||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Dispositions and Assets Held _4
Dispositions and Assets Held for Sale - Summary of Real Property Disposition Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Real estate dispositions: | ||
Total dispositions | $ 528,448 | $ 436,071 |
Gain (loss) on real estate dispositions, net | 262,824 | 167,409 |
Net other assets/liabilities disposed | 10,120 | (748) |
Proceeds from real estate dispositions | 801,392 | 602,732 |
Triple-net | ||
Real estate dispositions: | ||
Total dispositions | 33,445 | 436,071 |
Outpatient Medical | ||
Real estate dispositions: | ||
Total dispositions | $ 495,003 | $ 0 |
Dispositions and Assets Held _5
Dispositions and Assets Held for Sale - Dispositions and Assets Held for Sale (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 48,563 | $ 159,048 |
Expenses: | ||
Interest expense | 876 | 1,547 |
Property operating expenses | 27,793 | 96,143 |
Provision for depreciation | 0 | 22,739 |
Total expenses | 28,669 | 120,429 |
Income (loss) from real estate dispositions, net | $ 19,894 | $ 38,619 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Rental and other revenues related to operating lease payments | $ 389,960 | $ 381,084 |
Rental and other revenues related to operating lease payments, variable leases | $ 55,754 | $ 47,350 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term extension period | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term extension period | 25 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finance lease cost: | ||
Amortization of leased assets | $ 2,243 | $ 2,092 |
Interest on lease liabilities | 1,379 | 1,002 |
Sublease income | (1,043) | (1,886) |
Total | 10,338 | 8,982 |
Property operating expenses | ||
Operating lease cost: | ||
Lease expense | 6,492 | 7,412 |
General and administrative expenses | ||
Operating lease cost: | ||
Lease expense | $ 1,267 | $ 362 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Right of use assets: | |||
Total right of use assets, net | $ 523,217 | $ 536,433 | [1] |
Lease liabilities: | |||
Operating leases | 356,311 | 364,803 | |
Financing leases | 108,348 | 108,890 | |
Total | 464,659 | 473,693 | [1] |
Real Estate | |||
Right of use assets: | |||
Operating leases | 362,685 | 374,217 | |
Finance leases | 160,532 | 162,216 | |
Corporate | |||
Right of use assets: | |||
Operating leases | 11,753 | 12,474 | |
Real Estate and Corporate | |||
Right of use assets: | |||
Total right of use assets, net | $ 534,970 | $ 548,907 | |
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Real Estate Loans Receivable -
Real Estate Loans Receivable - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2020USD ($)loan | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)loan | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||
Interest receivable | $ 7,868 | $ 7,868 | $ 6,897 | ||
Non-real estate loans | 451,271 | 451,271 | 362,850 | ||
Allowance for credit losses on non-real estate loans receivable | 78,092 | 78,092 | $ 25,996 | ||
Provision for loan losses | 6,898 | $ 18,690 | 7,072 | $ 18,690 | |
Allowance for credit losses | $ 75,372 | $ 87,062 | $ 75,372 | $ 87,062 | |
Number of real estate loans on non-accrual status | loan | 40 | 40 | |||
Carrying value of nonaccrual status | $ 9,534 | $ 9,534 | |||
Non-real estate loans receivable | |||||
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||
Non-real estate loans | 86,411 | 86,411 | |||
Allowance for credit losses on non-real estate loans receivable | $ 42,376 | $ 42,376 |
Real Estate Loans Receivable _2
Real Estate Loans Receivable - Summary of Real Estate Loans Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | $ 674,978 | ||||
Allowance for credit losses on real estate loans receivable | (80,571) | $ (68,372) | $ (87,062) | $ (68,372) | |
Real estate loans receivable, net of credit allowance | 221,228 | 270,382 | [1] | ||
Real estate loans receivable, net of credit allowance | 594,407 | ||||
Non-real estate loans | 451,271 | 362,850 | |||
Allowance for credit losses on non-real estate loans receivable | (78,092) | (25,996) | |||
Non real estate loans receivable, net of allowance | 373,179 | 336,854 | |||
Total loans receivable, net of credit allowance | 594,407 | 607,236 | |||
Mortgage loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | 97,896 | 188,062 | |||
Other real estate loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | 125,811 | 124,696 | |||
Real Estate Loan | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for credit losses on real estate loans receivable | $ (2,479) | $ (42,376) | |||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Real Estate Loans Receivable _3
Real Estate Loans Receivable - Summary of Real Estate Loan Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Advances on loans receivable: | ||
Net cash advances on loans receivable | $ 10,441 | $ 45,452 |
Receipts on loans receivable: | ||
Net cash receipts on loans receivable | 10,045 | 7,210 |
Seniors Housing Operating | ||
Advances on loans receivable: | ||
Investments in new loans | 0 | 25,000 |
Draws on existing loans | 10,441 | 20,452 |
Net cash advances on loans receivable | 10,441 | 45,452 |
Receipts on loans receivable: | ||
Loan payoffs | 0 | 4,384 |
Principal payments on loans | 10,045 | 2,826 |
Net cash receipts on loans receivable | 10,045 | 7,210 |
Net cash advances (receipts) on loans receivable | $ 396 | $ 38,242 |
Real Estate Loans Receivable _4
Real Estate Loans Receivable - Collective Pool Basis (Details) $ in Thousands | Mar. 31, 2020USD ($)loan | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 674,978 | |||
Allowance for Credit Loss | (80,571) | $ (68,372) | $ (87,062) | $ (68,372) |
Real estate loans receivable, net of credit allowance | $ 594,407 | |||
No. of Loans | loan | 40 | |||
Deteriorated loans | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 185,982 | |||
Allowance for Credit Loss | (75,372) | |||
Real estate loans receivable, net of credit allowance | $ 110,610 | |||
No. of Loans | loan | 4 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 128,971 | |||
Allowance for Credit Loss | (1,873) | |||
Real estate loans receivable, net of credit allowance | $ 127,098 | |||
No. of Loans | loan | 15 | |||
Collective Loan Pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 183,218 | |||
Allowance for Credit Loss | (1,534) | |||
Real estate loans receivable, net of credit allowance | $ 181,684 | |||
No. of Loans | loan | 6 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 117,156 | |||
Allowance for Credit Loss | (970) | |||
Real estate loans receivable, net of credit allowance | $ 116,186 | |||
No. of Loans | loan | 7 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 15,865 | |||
Allowance for Credit Loss | (229) | |||
Real estate loans receivable, net of credit allowance | $ 15,636 | |||
No. of Loans | loan | 2 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 43,786 | |||
Allowance for Credit Loss | (593) | |||
Real estate loans receivable, net of credit allowance | $ 43,193 | |||
No. of Loans | loan | 6 |
Real Estate Loans Receivable _5
Real Estate Loans Receivable - Credit Loss Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | $ 68,372 | $ 68,372 |
Adoption of ASU 2016-13 | 0 | |
Provision for loan losses | 7,072 | 18,690 |
Foreign currency translation | (85) | 0 |
Balance end of year | $ 80,571 | $ 87,062 |
Real Estate Loans Receivable _6
Real Estate Loans Receivable - Summary of Impaired Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Receivables [Abstract] | ||
Balance of impaired loans at end of period | $ 185,982 | $ 206,783 |
Allowance for credit losses | (75,372) | (87,062) |
Balance of deteriorated loans not reserved | 110,610 | 119,721 |
Interest recognized on impaired loans | $ 4,046 | $ 3,971 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 702,497 | $ 583,423 |
Seniors Housing Operating | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 511,645 | $ 463,741 |
Seniors Housing Operating | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 10.00% | 10.00% |
Seniors Housing Operating | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 50.00% | 50.00% |
Triple-net | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 7,438 | $ 7,740 |
Triple-net | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 10.00% | 10.00% |
Triple-net | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 25.00% | 25.00% |
Outpatient Medical | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 183,414 | $ 111,942 |
Outpatient Medical | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 15.00% | 15.00% |
Outpatient Medical | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage Ownership | 50.00% | 50.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)property | |
Schedule of Equity Method Investments [Line Items] | |
Aggregate unamortized basis difference of joint venture investments | $ 112,258 |
Total loans made | 210,994 |
Expected additional funding for investments | $ 251,495 |
Not Primary Beneficiary | |
Schedule of Equity Method Investments [Line Items] | |
Number of properties | property | 8 |
Credit Concentration (Details)
Credit Concentration (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Total NOI | $ 576,821 | $ 601,438 | |
Percentage total investments with top five customers | 37.00% | ||
Net Operating Income | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 1,563 | ||
Total NOI | $ 576,821 | ||
Percent of NOI | 100.00% | ||
Net Operating Income | Sunrise Senior Living | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 165 | ||
Total NOI | $ 81,577 | ||
Percent of NOI | 14.00% | ||
Net Operating Income | ProMedica | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 215 | ||
Total NOI | $ 53,498 | ||
Percent of NOI | 9.00% | ||
Net Operating Income | Revera | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 94 | ||
Total NOI | $ 32,874 | ||
Percent of NOI | 6.00% | ||
Net Operating Income | Genesis Healthcare | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 52 | ||
Total NOI | $ 29,391 | ||
Percent of NOI | 5.00% | ||
Net Operating Income | Belmont Village | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 21 | ||
Total NOI | $ 19,615 | ||
Percent of NOI | 3.00% | ||
Net Operating Income | Remaining portfolio | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 1,016 | ||
Total NOI | $ 359,866 | ||
Percent of NOI | 63.00% |
Borrowings Under Credit Facil_3
Borrowings Under Credit Facilities and Commercial Paper Program - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2019USD ($) | Mar. 31, 2020USD ($)termbank | Dec. 31, 2019USD ($) | [1] | |
Line of Credit Facility [Line Items] | ||||
Number of banks in consortium | bank | 31 | |||
Borrowings outstanding | $ 844,985,000 | $ 1,587,597,000 | ||
Available to borrow in alternate currencies | $ 1,000,000,000 | |||
Applicable margin | 0.825% | |||
Facility fee | 0.15% | |||
Totals | $ 13,211,511,000 | |||
Accordion Feature | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 1,000,000,000 | |||
Unsecured Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 3,000,000,000 | |||
Borrowings outstanding | $ 795,000,000 | |||
Number of successive terms | term | 2 | |||
Extended expiration period | 6 months | |||
Term Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | $ 500,000,000 | |||
Term Credit Facility, CAD Denominated | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 250,000,000 | |||
Term Credit Facility, CAD Denominated | Accordion Feature | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | 250,000,000 | |||
Unsecured Credit Facility In Alternate Currencies | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | $ 0 | |||
Applicable margin | 1.82% | |||
Commercial Paper Note Program | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured line of credit arrangement | $ 1,000,000,000 | |||
Totals | $ 49,985,000 | |||
Principal outstanding | 50,000,000 | |||
Unamortized discount | $ 15,000 | |||
Weighted average interest rate | 1.55% | |||
Commercial Paper Note Program | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 397 days | |||
Commercial Paper Note Program | Weighted Average | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 7 days | |||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Borrowings Under Credit Facil_4
Borrowings Under Credit Facilities and Commercial Paper Program - Aggregate Borrowings Under Unsecured Revolving Credit Facility and Commercial Paper (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Balance outstanding at quarter end | $ 845,000 | $ 419,293 |
Maximum amount outstanding at any month end | 2,100,000 | 1,150,000 |
Average amount outstanding (total of daily principal balances divided by days in period) | $ 1,593,816 | $ 790,516 |
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 2.21% | 3.22% |
Senior Unsecured Notes and Se_3
Senior Unsecured Notes and Secured Debt - Annual Principal Payments Due on Debt Obligations (Details) | Apr. 01, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (ÂŁ) | Mar. 31, 2020CAD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Annual principal payments due | |||||||
2020 | $ 275,279,000 | ||||||
2021 | 424,952,000 | ||||||
2022 | 459,900,000 | ||||||
2023 | 2,250,618,000 | ||||||
2024 | 1,645,714,000 | ||||||
Thereafter | 8,155,048,000 | ||||||
Totals | 13,211,511,000 | ||||||
Senior Unsecured Notes | |||||||
Annual principal payments due | |||||||
2020 | 0 | ||||||
2021 | 0 | ||||||
2022 | 10,000,000 | ||||||
2023 | 1,777,054,000 | ||||||
2024 | 1,350,000,000 | ||||||
Thereafter | 7,169,819,000 | ||||||
Totals | $ 10,306,873,000 | $ 10,427,562,000 | $ 9,737,537,000 | $ 9,699,984,000 | |||
Senior Unsecured Notes | Minimum | |||||||
Annual principal payments due | |||||||
Interest rate | 1.65% | 1.65% | 1.65% | ||||
Senior Unsecured Notes | Maximum | |||||||
Annual principal payments due | |||||||
Interest rate | 6.50% | 6.50% | 6.50% | ||||
Senior Unsecured Notes | Canadian-denominated 3.35% senior unsecured notes due 2020 | |||||||
Annual principal payments due | |||||||
Interest rate | 2.95% | 2.95% | 2.95% | ||||
Face amount | $ 212,465,000 | $ 300,000,000 | |||||
Senior Unsecured Notes | Canadian-denominated unsecured term credit facility | |||||||
Annual principal payments due | |||||||
Face amount | $ 177,054,000 | $ 250,000,000 | |||||
Senior Unsecured Notes | Canadian-denominated unsecured term credit facility | Canadian Dealer Offered Rate | |||||||
Annual principal payments due | |||||||
Debt instrument, basis spread on variable rate | 0.90% | ||||||
Interest rate at period end | 2.49% | 2.49% | 2.49% | ||||
Senior Unsecured Notes | Unsecured term credit facility | |||||||
Annual principal payments due | |||||||
Face amount | $ 500,000,000 | ||||||
Senior Unsecured Notes | Unsecured term credit facility | LIBOR | |||||||
Annual principal payments due | |||||||
Debt instrument, basis spread on variable rate | 0.90% | ||||||
Interest rate at period end | 1.65% | 1.65% | 1.65% | ||||
Senior Unsecured Notes | Senior unsecured notes due 2028 | |||||||
Annual principal payments due | |||||||
Interest rate | 4.80% | 4.80% | 4.80% | ||||
Face amount | $ 684,804,000 | ÂŁ 550,000,000 | |||||
Senior Unsecured Notes | Senior unsecured notes due 2034 | |||||||
Annual principal payments due | |||||||
Interest rate | 4.50% | 4.50% | 4.50% | ||||
Face amount | $ 622,550,000 | ÂŁ 500,000,000 | |||||
Secured Debt | |||||||
Annual principal payments due | |||||||
2020 | 275,279,000 | ||||||
2021 | 424,952,000 | ||||||
2022 | 449,900,000 | ||||||
2023 | 473,564,000 | ||||||
2024 | 295,714,000 | ||||||
Thereafter | 985,229,000 | ||||||
Totals | 2,904,638,000 | $ 2,993,342,000 | $ 2,672,958,000 | $ 2,485,711,000 | |||
Carrying values of properties securing the debt | $ 6,324,000 | ||||||
Secured Debt | Minimum | |||||||
Annual principal payments due | |||||||
Interest rate | 1.69% | 1.69% | 1.69% | ||||
Secured Debt | Maximum | |||||||
Annual principal payments due | |||||||
Interest rate | 12.00% | 12.00% | 12.00% | ||||
Subsequent event | Senior Unsecured Notes | Term Credit Facility | |||||||
Annual principal payments due | |||||||
Face amount | $ 1,000,000,000 | ||||||
Subsequent event | Senior Unsecured Notes | Term Credit Facility | LIBOR | |||||||
Annual principal payments due | |||||||
Debt instrument, basis spread on variable rate | 1.20% |
Senior Unsecured Notes and Se_4
Senior Unsecured Notes and Secured Debt - Summary of Principal Activity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | |
Amount | ||
Debt issued, unsecured | $ 0 | $ 1,036,964 |
Debt issued, secured | 44,921 | 247,163 |
Ending balance | 13,211,511 | |
Senior Unsecured Notes | ||
Amount | ||
Beginning balance | 10,427,562 | 9,699,984 |
Debt issued, unsecured | 0 | 1,050,000 |
Debt extinguished | 0 | (1,050,000) |
Foreign currency | (120,689) | 37,553 |
Ending balance | $ 10,306,873 | $ 9,737,537 |
Weighted Avg. Interest Rate | ||
Beginning balance | 4.03% | 4.48% |
Debt issued | 0 | 0.0389 |
Debt extinguished | 0 | 0.0498 |
Foreign currency | 0.0415 | 0.0433 |
Ending balance | 3.97% | 4.35% |
Secured Debt | ||
Amount | ||
Beginning balance | $ 2,993,342 | $ 2,485,711 |
Debt issued, secured | 44,921 | 247,163 |
Debt assumed | 0 | 42,000 |
Debt extinguished | (16,040) | (114,570) |
Principal payments | (15,526) | (13,543) |
Foreign currency | (102,059) | 26,197 |
Ending balance | $ 2,904,638 | $ 2,672,958 |
Weighted Avg. Interest Rate | ||
Beginning balance | 3.63% | 3.90% |
Debt issued | 0.0258 | 0.0368 |
Debt assumed | 0 | 0.0462 |
Debt extinguished | 0.0451 | 0.0496 |
Principal payments | 0.0378 | 0.0385 |
Foreign currency | 0.0327 | 0.0333 |
Ending balance | 3.63% | 3.84% |
Derivative Instruments - Notion
Derivative Instruments - Notional Amount of Derivatives and Other Financial Instruments (Details) ÂŁ in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020GBP (ÂŁ) | Mar. 31, 2020CAD ($) | Dec. 31, 2019GBP (ÂŁ) | Dec. 31, 2019CAD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020GBP (ÂŁ) | Mar. 31, 2020CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019GBP (ÂŁ) | Dec. 31, 2019CAD ($) | |
Denominated in Canadian Dollars | Designated as Hedging Instrument | Net Investment Hedging | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative asset | $ 700,000 | $ 725,000 | ||||||||
Net investment hedges | $ 250,000 | $ 250,000 | ||||||||
Denominated in Canadian Dollars | Derivative Instruments Not Designated | Purchase Contracts | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative asset | $ 80,000 | $ 0 | ||||||||
Denominated in Pounds Sterling | Designated as Hedging Instrument | Net Investment Hedging | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative asset | ÂŁ | ÂŁ 1,340,708 | ÂŁ 1,340,708 | ||||||||
Net investment hedges | ÂŁ | ÂŁ 1,050,000 | ÂŁ 1,050,000 | ||||||||
Denominated in Pounds Sterling | Derivative Instruments Not Designated | Purchase Contracts | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative asset | ÂŁ | 125,000 | 125,000 | ||||||||
Denominated in Pounds Sterling | Derivative Instruments Not Designated | Sales Contracts | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative liability | ÂŁ | ÂŁ (125,000) | ÂŁ (125,000) | ||||||||
Denominated in U.S Dollars | Designated as Hedging Instrument | Cash Flow Hedging | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative asset | $ 1,188,250 | $ 1,188,250 | ||||||||
Denominated in U.S Dollars | Derivative Instruments Not Designated | ||||||||||
Derivatives, Fair Value [Line Items] | ||||||||||
Derivative asset | $ 405,819 | $ 405,819 |
Derivative Instruments - Impact
Derivative Instruments - Impact of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative [Line Items] | ||
Gain (loss) on derivative instruments designated as hedges recognized in income | $ (7,651) | $ 2,487 |
Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | 259,112 | (87,682) |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments designated as hedges recognized in income | 6,644 | 5,333 |
Derivative Instruments Not Designated | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments designated as hedges recognized in income | $ (95) | $ (1,538) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020USD ($)obligation | Dec. 31, 2019USD ($) | [1] | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of outstanding credit obligations | obligation | 12 | ||
Letter of credit obligation | $ 42,219 | ||
Outstanding construction financings for leased properties | 431,497 | $ 507,931 | |
Additional financing to complete construction | 373,422 | ||
Total loans made | 210,994 | ||
Expected additional funding for investments | 251,495 | ||
Total contingent purchase obligations | $ 20,764 | ||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stockholders' Equity Capital Accounts (Details) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred Stock: | ||||
Authorized shares | 50,000,000 | 50,000,000 | ||
Issued shares | 0 | 0 | ||
Outstanding shares | 0 | 0 | 0 | 14,369,965 |
Common Stock, $1.00 par value: | ||||
Par value (in USD per share) | $ 1 | $ 1 | ||
Authorized shares | 700,000,000 | 700,000,000 | ||
Issued shares | 418,781,215 | 411,550,857 | ||
Outstanding shares | 417,390,540 | 410,256,615 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | ||||
Beginning balance (in shares) | 0 | 14,369,965 | ||
Shares converted (in shares) | 0 | (14,369,965) | ||
Ending balance (in shares) | 0 | 0 | 14,369,965 | |
Weighted Avg. Dividend Rate | ||||
Balance | 0.00% | 0.00% | 0.00% | 6.50% |
Shares converted | 0.00% | 6.50% | ||
Number of shares converted into common stock (in shares) | 0.8857 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | |
Class of Stock [Line Items] | |||
Equity shelf plan issuances | $ 576,196,000 | $ 225,587,000 | |
Equity Shelf Program | |||
Class of Stock [Line Items] | |||
Authorized amount | $ 1,500,000,000 | ||
Remaining authorized amount | $ 499,341,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | |
Shares Issued | ||
Dividend reinvestment plan issuances (in shares) | shares | 175,129 | 4,148,667 |
Option exercises (in shares) | shares | 2,505 | |
Equity shelf program issuances (in shares) | shares | 6,799,978 | 3,060,865 |
Preferred stock conversions (in shares) | shares | 12,712,452 | |
Stock incentive plans, net of forfeitures (in shares) | shares | 158,818 | 140,940 |
Totals (in shares) | shares | 7,133,925 | 20,065,429 |
Average Price | ||
Dividend reinvestment plan issuances (in USD per share) | 84.54 | 75.04 |
Option exercises (in USD per share) | 53.89 | |
Equity shelf plan issuances (in USD per share) | 86.48 | 74.22 |
Gross Proceeds | ||
Dividend reinvestment plan issuances | $ 14,805 | $ 311,301 |
Option exercises | 135 | |
Equity shelf plan issuances | 588,072 | 227,180 |
Totals | 602,877 | 538,616 |
Net Proceeds | ||
Dividend reinvestment plan issuances | 14,805 | 307,821 |
Option exercises | 135 | |
Equity shelf plan issuances | 576,196 | 225,587 |
Totals | $ 591,001 | $ 533,543 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Per Share | ||
Common Stock (in USD per share) | $ 0.8700 | $ 0.8700 |
Amount | ||
Common stock | $ 356,001 | $ 344,760 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive loss | $ 17,066,337 | $ 16,506,627 | [1] | $ 16,047,831 | $ 15,586,599 |
Foreign currency translation | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive loss | (962,982) | (719,814) | |||
Derivative and financial instruments designated as hedges | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive loss | 866,769 | 607,657 | |||
Total accumulated other comprehensive loss | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive loss | $ (96,213) | $ (112,157) | $ (144,618) | $ (129,769) | |
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of common stock authorized (in shares) | 10,000,000 | |
Option expiration period | 10 years | |
Stock-based compensation expense | $ 7,083 | $ 7,529 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders | $ 310,284 | $ 280,470 |
Adjustment for net income (loss) attributable to OP units | (1,388) | 46 |
Numerator for diluted earnings per share | $ 308,896 | $ 280,516 |
Denominator for basic earnings per share - weighted average shares (in shares) | 410,306 | 391,474 |
Effect of dilutive securities: | ||
Employee stock options (in shares) | 0 | 1 |
Non-vested restricted shares (in shares) | 702 | 868 |
Redeemable shares (in shares) | 1,396 | 1,096 |
Employee stock purchase program (in shares) | 16 | 13 |
Dilutive potential common shares (in shares) | 2,114 | 1,978 |
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 412,420 | 393,452 |
Basic earnings per share (in USD per share) | $ 0.76 | $ 0.72 |
Diluted earnings per share (in USD per share) | $ 0.75 | $ 0.71 |
Disclosure about Fair Value o_3
Disclosure about Fair Value of Financial Instruments - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | |
Financial assets: | |||
Equity securities | $ 8,034,000 | ||
Restricted cash | 89,643,000 | $ 100,849,000 | [1] |
Carrying Amount | |||
Financial assets: | |||
Equity securities | 8,034,000 | 15,685,000 | |
Cash and cash equivalents | 303,423,000 | 284,917,000 | |
Restricted cash | 89,643,000 | 100,849,000 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 210,837,000 | 18,554,000 | |
Financial liabilities: | |||
Borrowings under unsecured credit facility and commercial paper program | 844,985,000 | 1,587,597,000 | |
Senior unsecured notes | 10,218,853,000 | 10,336,513,000 | |
Secured debt | 2,901,232,000 | 2,990,962,000 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 87,557,000 | 53,601,000 | |
Redeemable OP unitholder interests | 94,048,000 | 121,440,000 | |
Carrying Amount | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable | 96,480,000 | 145,686,000 | |
Carrying Amount | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable | 124,748,000 | 124,696,000 | |
Carrying Amount | Non-real estate loans receivable | |||
Financial assets: | |||
Loans receivable | 373,179,000 | 336,854,000 | |
Fair Value | |||
Financial assets: | |||
Equity securities | 8,034,000 | 15,685,000 | |
Cash and cash equivalents | 303,423,000 | 284,917,000 | |
Restricted cash | 89,643,000 | 100,849,000 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 210,837,000 | 18,554,000 | |
Financial liabilities: | |||
Borrowings under unsecured credit facility and commercial paper program | 844,985,000 | 1,587,597,000 | |
Senior unsecured notes | 10,565,256,000 | 11,400,571,000 | |
Secured debt | 3,032,376,000 | 3,041,893,000 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 87,557,000 | 53,601,000 | |
Redeemable OP unitholder interests | 81,717,000 | 121,440,000 | |
Fair Value | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable | 96,702,000 | 150,217,000 | |
Fair Value | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable | 123,101,000 | 128,512,000 | |
Fair Value | Non-real estate loans receivable | |||
Financial assets: | |||
Loans receivable | $ 418,221,000 | $ 379,239,000 | |
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Disclosure about Fair Value o_4
Disclosure about Fair Value of Financial Instruments - Summary of Items Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | $ 8,034 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 123,280 |
Totals | 131,314 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 8,034 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | 8,034 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 0 |
Totals | 123,280 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | $ 0 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | [1] | |
Segment Reporting [Abstract] | ||||||
Number of operating segments | segment | 3 | |||||
Segment Reporting Information [Line Items] | ||||||
Rental income | $ 389,960 | $ 381,084 | ||||
Total revenues | 1,258,602 | 1,272,245 | ||||
Property operating expenses | 681,781 | 670,807 | ||||
Consolidated net operating income | 576,821 | 601,438 | ||||
Depreciation and amortization | 274,801 | 243,932 | ||||
Interest expense | 142,007 | 145,232 | ||||
General and administrative expenses | 35,481 | 35,282 | ||||
Loss (gain) on derivatives and financial instruments, net | 7,651 | (2,487) | ||||
Loss (gain) on extinguishment of debt, net | 0 | 15,719 | ||||
Provision for loan losses | $ 6,898 | $ 18,690 | 7,072 | 18,690 | ||
Impairment of assets | 27,827 | 0 | ||||
Other expenses | 6,292 | 8,756 | ||||
Income (loss) from continuing operations before income taxes and other items | 75,690 | 136,314 | ||||
Income tax (expense) benefit | (5,442) | (2,222) | ||||
Income (loss) from unconsolidated entities | (3,692) | (9,199) | ||||
Gain (loss) on real estate dispositions, net | 262,824 | 167,409 | ||||
Income (loss) from continuing operations | 329,380 | 292,302 | ||||
Net income (loss) | 329,380 | 292,302 | ||||
Total assets | 32,923,028 | 32,923,028 | $ 33,380,751 | |||
Straight line rent adjustment | 32,268 | |||||
Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 849,972 | 868,285 | ||||
Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 15,241 | 15,119 | ||||
Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 3,429 | 7,757 | ||||
Operating Segments | Seniors Housing Operating | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 0 | 0 | ||||
Total revenues | 851,128 | 872,386 | ||||
Property operating expenses | 607,871 | 607,686 | ||||
Consolidated net operating income | 243,257 | 264,700 | ||||
Depreciation and amortization | 146,774 | 131,575 | ||||
Interest expense | 16,434 | 18,251 | ||||
General and administrative expenses | 0 | 0 | ||||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||||
Loss (gain) on extinguishment of debt, net | 0 | |||||
Provision for loan losses | 0 | 0 | ||||
Impairment of assets | 3,495 | |||||
Other expenses | 2,989 | 2,946 | ||||
Income (loss) from continuing operations before income taxes and other items | 73,565 | 111,928 | ||||
Income tax (expense) benefit | 0 | 0 | ||||
Income (loss) from unconsolidated entities | (11,024) | (16,580) | ||||
Gain (loss) on real estate dispositions, net | (149) | (160) | ||||
Income (loss) from continuing operations | 62,392 | 95,188 | ||||
Net income (loss) | 62,392 | 95,188 | ||||
Total assets | 15,691,090 | 15,691,090 | ||||
Operating Segments | Seniors Housing Operating | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 849,972 | 868,285 | ||||
Operating Segments | Seniors Housing Operating | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 104 | 0 | ||||
Operating Segments | Seniors Housing Operating | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 1,052 | 4,101 | ||||
Operating Segments | Triple-net | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 191,385 | 232,032 | ||||
Total revenues | 207,729 | 248,241 | ||||
Property operating expenses | 13,302 | 14,955 | ||||
Consolidated net operating income | 194,427 | 233,286 | ||||
Depreciation and amortization | 57,694 | 61,348 | ||||
Interest expense | 2,852 | 3,440 | ||||
General and administrative expenses | 0 | 0 | ||||
Loss (gain) on derivatives and financial instruments, net | 7,651 | (2,487) | ||||
Loss (gain) on extinguishment of debt, net | 0 | |||||
Provision for loan losses | 7,072 | 18,690 | ||||
Impairment of assets | 24,332 | |||||
Other expenses | 513 | 3,029 | ||||
Income (loss) from continuing operations before income taxes and other items | 94,313 | 149,266 | ||||
Income tax (expense) benefit | 0 | 0 | ||||
Income (loss) from unconsolidated entities | 5,796 | 5,658 | ||||
Gain (loss) on real estate dispositions, net | 49,637 | 167,574 | ||||
Income (loss) from continuing operations | 149,746 | 322,498 | ||||
Net income (loss) | 149,746 | 322,498 | ||||
Total assets | 9,200,458 | 9,200,458 | ||||
Operating Segments | Triple-net | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 0 | 0 | ||||
Operating Segments | Triple-net | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 14,671 | 14,946 | ||||
Operating Segments | Triple-net | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 1,673 | 1,263 | ||||
Operating Segments | Outpatient Medical | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 198,575 | 149,052 | ||||
Total revenues | 199,329 | 149,461 | ||||
Property operating expenses | 60,608 | 48,166 | ||||
Consolidated net operating income | 138,721 | 101,295 | ||||
Depreciation and amortization | 70,333 | 51,009 | ||||
Interest expense | 4,808 | 3,348 | ||||
General and administrative expenses | 0 | 0 | ||||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||||
Loss (gain) on extinguishment of debt, net | 0 | |||||
Provision for loan losses | 0 | 0 | ||||
Impairment of assets | 0 | |||||
Other expenses | 1,007 | 754 | ||||
Income (loss) from continuing operations before income taxes and other items | 62,573 | 46,184 | ||||
Income tax (expense) benefit | 0 | 0 | ||||
Income (loss) from unconsolidated entities | 1,536 | 1,723 | ||||
Gain (loss) on real estate dispositions, net | 213,336 | (5) | ||||
Income (loss) from continuing operations | 277,445 | 47,902 | ||||
Net income (loss) | 277,445 | 47,902 | ||||
Total assets | 7,722,679 | 7,722,679 | ||||
Operating Segments | Outpatient Medical | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 0 | 0 | ||||
Operating Segments | Outpatient Medical | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 466 | 173 | ||||
Operating Segments | Outpatient Medical | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 288 | 236 | ||||
Non-segment / Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Rental income | 0 | 0 | ||||
Total revenues | 416 | 2,157 | ||||
Property operating expenses | 0 | 0 | ||||
Consolidated net operating income | 416 | 2,157 | ||||
Depreciation and amortization | 0 | 0 | ||||
Interest expense | 117,913 | 120,193 | ||||
General and administrative expenses | 35,481 | 35,282 | ||||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||||
Loss (gain) on extinguishment of debt, net | 15,719 | |||||
Provision for loan losses | 0 | 0 | ||||
Impairment of assets | 0 | |||||
Other expenses | 1,783 | 2,027 | ||||
Income (loss) from continuing operations before income taxes and other items | (154,761) | (171,064) | ||||
Income tax (expense) benefit | 5,442 | 2,222 | ||||
Income (loss) from unconsolidated entities | 0 | 0 | ||||
Gain (loss) on real estate dispositions, net | 0 | 0 | ||||
Income (loss) from continuing operations | (160,203) | (173,286) | ||||
Net income (loss) | (160,203) | (173,286) | ||||
Total assets | $ 308,801 | 308,801 | ||||
Non-segment / Corporate | Resident fees and services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 0 | 0 | ||||
Non-segment / Corporate | Interest income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | 0 | 0 | ||||
Non-segment / Corporate | Other income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue from contract with customer | $ 416 | $ 2,157 | ||||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Segment Reporting - Summary of
Segment Reporting - Summary of Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 1,258,602 | $ 1,272,245 | ||
Total assets | 32,923,028 | $ 33,380,751 | [1] | |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 1,027,781 | 1,043,667 | ||
Total assets | 27,431,135 | 27,513,911 | ||
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 117,882 | 112,418 | ||
Total assets | 3,216,727 | 3,405,388 | ||
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | 112,939 | $ 116,160 | ||
Total assets | $ 2,275,166 | $ 2,461,452 | ||
Revenue | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 100.00% | 100.00% | ||
Revenue | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 81.60% | 82.10% | ||
Revenue | United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 9.40% | 8.80% | ||
Revenue | Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 9.00% | 9.10% | ||
Assets | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 100.00% | 100.00% | ||
Assets | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 83.30% | 82.40% | ||
Assets | United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 9.80% | 10.20% | ||
Assets | Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 6.90% | 7.40% | ||
Resident fees and services | Revenue | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 77.00% | |||
Resident fees and services | Revenue | United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 10.00% | |||
Resident fees and services | Revenue | Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Percentage | 13.00% | |||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Assets: | |||||
Net real estate investments | $ 30,375,118 | $ 31,119,271 | [1] | ||
Cash and cash equivalents | 303,423 | 284,917 | [1] | ||
Receivables and other assets | 934,951 | 757,748 | [1] | ||
Total assets | 32,923,028 | 33,380,751 | [1] | ||
Liabilities and equity: | |||||
Secured debt | 2,901,232 | 2,990,962 | [1] | ||
Lease liabilities | 464,659 | 473,693 | [1] | ||
Total equity | 17,066,337 | 16,506,627 | [1] | $ 16,047,831 | $ 15,586,599 |
Total liabilities and equity | 32,923,028 | 33,380,751 | [1] | ||
VIE, Primary Beneficiary | |||||
Assets: | |||||
Net real estate investments | 956,254 | 960,093 | |||
Cash and cash equivalents | 23,539 | 27,522 | |||
Receivables and other assets | 16,461 | 14,586 | |||
Total assets | 996,254 | 1,002,201 | |||
Liabilities and equity: | |||||
Secured debt | 458,191 | 460,117 | |||
Lease liabilities | 1,326 | 1,326 | |||
Accrued expenses and other liabilities | 20,569 | 22,215 | |||
Total equity | 516,168 | 518,543 | |||
Total liabilities and equity | $ 996,254 | $ 1,002,201 | |||
[1] | The consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |