Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 23, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 | 417,520,500 | |
Entity Central Index Key | 0000766704 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
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, 2021 | Dec. 31, 2020 |
Real property owned: | ||
Land and land improvements | $ 3,397,055 | $ 3,440,650 |
Buildings and improvements | 27,667,188 | 28,024,971 |
Acquired lease intangibles | 1,506,823 | 1,500,030 |
Real property held for sale, net of accumulated depreciation | 564,062 | 216,613 |
Construction in progress | 542,302 | 487,742 |
Less accumulated depreciation and amortization | (6,212,432) | (6,104,297) |
Net real property owned | 27,464,998 | 27,565,709 |
Right of use assets, net | 454,787 | 465,866 |
Real estate loans receivable, net of credit allowance | 487,674 | 443,372 |
Net real estate investments | 28,407,459 | 28,474,947 |
Other assets: | ||
Investments in unconsolidated entities | 1,020,010 | 946,234 |
Goodwill | 68,321 | 68,321 |
Cash and cash equivalents | 2,131,846 | 1,545,046 |
Restricted cash | 426,976 | 475,997 |
Straight-line rent receivable | 312,721 | 344,066 |
Receivables and other assets | 624,918 | 629,031 |
Total other assets | 4,584,792 | 4,008,695 |
Total Assets | 32,992,251 | 32,483,642 |
Liabilities: | ||
Senior unsecured notes | 12,183,710 | 11,420,790 |
Secured debt | 2,329,474 | 2,377,930 |
Lease liabilities | 408,916 | 418,266 |
Accrued expenses and other liabilities | 1,023,219 | 1,041,594 |
Total liabilities | 15,945,319 | 15,258,580 |
Redeemable noncontrolling interests | 355,915 | 343,490 |
Equity: | ||
Common stock | 418,866 | 418,691 |
Capital in excess of par value | 20,814,196 | 20,823,145 |
Treasury stock | (106,519) | (104,490) |
Cumulative net income | 8,399,144 | 8,327,598 |
Cumulative dividends | (13,598,673) | (13,343,721) |
Accumulated other comprehensive income (loss) | (128,136) | (148,504) |
Total Welltower Inc. stockholders’ equity | 15,798,878 | 15,972,719 |
Noncontrolling interests | 892,139 | 908,853 |
Total equity | 16,691,017 | 16,881,572 |
Total liabilities and equity | $ 32,992,251 | $ 32,483,642 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenues: | |||
Rental income | $ 302,843 | $ 389,960 | |
Total revenues | 1,052,062 | 1,258,602 | |
Expenses: | |||
Property operating expenses | 617,326 | 681,781 | |
Depreciation and amortization | 244,426 | 274,801 | |
Interest expense | 123,142 | 142,007 | |
General and administrative expenses | 29,926 | 35,481 | |
Loss (gain) on derivatives and financial instruments, net | 1,934 | 7,651 | |
Loss (gain) on extinguishment of debt, net | (4,643) | 0 | |
Provision for loan losses | 1,383 | 7,072 | |
Impairment of assets | 23,568 | 27,827 | |
Other expenses | 10,994 | 6,292 | |
Total expenses | 1,048,056 | 1,182,912 | |
Income (loss) from continuing operations before income taxes and other items | 4,006 | 75,690 | |
Income tax (expense) benefit | (3,943) | (5,442) | |
Income (loss) from unconsolidated entities | 13,049 | (3,692) | |
Gain (loss) on real estate dispositions, net | 59,080 | 262,824 | |
Income (loss) from continuing operations | 72,192 | 329,380 | |
Net income | 72,192 | 329,380 | |
Less: Net income (loss) attributable to noncontrolling interests | [1] | 646 | 19,096 |
Net income (loss) attributable to common stockholders | $ 71,546 | $ 310,284 | |
Average number of common shares outstanding: | |||
Basic (in shares) | 417,241 | 410,306 | |
Diluted (in shares) | 419,079 | 412,420 | |
Basic: | |||
Income (loss) from continuing operations (in dollars per share) | $ 0.17 | $ 0.80 | |
Net income (loss) attributable to common stockholders (in dollars per share) | 0.17 | 0.76 | |
Diluted: | |||
Income (loss) from continuing operations (in dollars per share) | 0.17 | 0.80 | |
Net income (loss) attributable to common stockholders (in dollars per share) | [2] | 0.17 | 0.75 |
Dividends declared and paid per common share (in dollars per share) | $ 0.61 | $ 0.87 | |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | $ 44,210 | $ (265,577) | |
Derivative and financial instruments designated as hedges gain (loss) | (20,037) | 259,112 | |
Total other comprehensive income (loss) | 24,173 | (6,465) | |
Total comprehensive income (loss) | 96,365 | 322,915 | |
Less: Total comprehensive income (loss) attributable to noncontrolling interests | [1] | 4,451 | (3,313) |
Total comprehensive income (loss) attributable to common stockholders | 91,914 | 326,228 | |
Resident fees and services | |||
Revenues: | |||
Revenue from contract with customer | 723,464 | 849,972 | |
Interest income | |||
Revenues: | |||
Revenue from contract with customer | 19,579 | 15,241 | |
Other income | |||
Revenues: | |||
Revenue from contract with customer | $ 6,176 | $ 3,429 | |
[1] | Includes amounts attributable to redeemable noncontrolling interests. | ||
[2] | Includes adjustment to the numerator for income (loss) attributable to OP unitholders. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Cumulative effect, period of adoption, adjustment | Cumulative effect, period of adoption, adjusted balance | Common Stock | Common StockCumulative effect, period of adoption, adjusted balance | Capital in Excess of Par Value | Capital in Excess of Par ValueCumulative effect, period of adoption, adjusted balance | Treasury Stock | Treasury StockCumulative effect, period of adoption, adjusted balance | Cumulative Net Income | Cumulative Net IncomeCumulative effect, period of adoption, adjustment | Cumulative Net IncomeCumulative effect, period of adoption, adjusted balance | Cumulative Dividends | Cumulative DividendsCumulative effect, period of adoption, adjusted balance | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative effect, period of adoption, adjusted balance | Noncontrolling Interests | Noncontrolling InterestsCumulative effect, period of adoption, adjusted balance |
Balances at beginning of period at Dec. 31, 2019 | $ 16,506,627 | $ (5,212) | $ 16,501,415 | $ 411,005 | $ 411,005 | $ 20,190,119 | $ 20,190,119 | $ (78,955) | $ (78,955) | $ 7,353,966 | $ (5,212) | $ 7,348,754 | $ (12,223,534) | $ (12,223,534) | $ (112,157) | $ (112,157) | $ 966,183 | $ 966,183 |
Comprehensive income: | ||||||||||||||||||
Net income (loss) | 329,272 | 310,284 | 18,988 | |||||||||||||||
Other comprehensive income (loss) | (6,011) | 15,944 | (21,955) | |||||||||||||||
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 | 418,226 | 20,818,242 | (86,975) | 7,659,038 | (12,579,535) | (96,213) | 933,554 | ||||||||||
Balances at beginning of period at Dec. 31, 2020 | 16,881,572 | 418,691 | 20,823,145 | (104,490) | 8,327,598 | (13,343,721) | (148,504) | 908,853 | ||||||||||
Comprehensive income: | ||||||||||||||||||
Net income (loss) | 71,369 | 71,546 | (177) | |||||||||||||||
Other comprehensive income (loss) | 24,097 | 20,368 | 3,729 | |||||||||||||||
Total comprehensive income | 95,466 | |||||||||||||||||
Net change in noncontrolling interests | (34,516) | (14,250) | (20,266) | |||||||||||||||
Amounts related to stock incentive plans, net of forfeitures | 3,539 | 175 | 5,393 | (2,029) | ||||||||||||||
Net proceeds from issuance of common stock | (92) | (92) | ||||||||||||||||
Dividends paid: | ||||||||||||||||||
Common stock dividends | (254,952) | (254,952) | ||||||||||||||||
Balances at end of period at Mar. 31, 2021 | $ 16,691,017 | $ 418,866 | $ 20,814,196 | $ (106,519) | $ 8,399,144 | $ (13,598,673) | $ (128,136) | $ 892,139 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Operating activities: | |||
Net income | $ 72,192 | $ 329,380 | |
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | |||
Depreciation and amortization | 244,426 | 274,801 | |
Other amortization expenses | 4,197 | 3,220 | |
Provision for loan losses | 1,383 | 7,072 | |
Impairment of assets | 23,568 | 27,827 | |
Stock-based compensation expense | 5,576 | 7,083 | |
Loss (gain) on derivatives and financial instruments, net | 1,934 | 7,651 | |
Loss (gain) on extinguishment of debt, net | (4,643) | 0 | |
Loss (income) from unconsolidated entities | (13,049) | 3,692 | |
Rental income less than (in excess of) cash received | 30,563 | (2,119) | |
Amortization related to above (below) market leases, net | (460) | (565) | |
Loss (gain) on real estate dispositions, net | (59,080) | (262,824) | |
Distributions by unconsolidated entities | 3,036 | 3,385 | |
Increase (decrease) in accrued expenses and other liabilities | (4,406) | (30,030) | |
Decrease (increase) in receivables and other assets | (1,579) | 43,284 | |
Net cash provided from (used in) operating activities | 303,658 | 411,857 | |
Investing activities: | |||
Cash disbursed for acquisitions, net of cash acquired | (203,107) | (390,802) | |
Cash disbursed for capital improvements to existing properties | (28,780) | (69,382) | |
Cash disbursed for construction in progress | (73,605) | (48,775) | |
Capitalized interest | (4,496) | (4,746) | |
Investment in loans receivable | (43,148) | (10,441) | |
Principal collected on loans receivable | 2,852 | 10,045 | |
Other investments, net of payments | 664 | ||
Other investments, net of payments | (3,612) | ||
Contributions to unconsolidated entities | (94,095) | (137,129) | |
Distributions by unconsolidated entities | 36,934 | 3,555 | |
Proceeds from (payments on) derivatives | (6,567) | (357) | |
Proceeds from sales of real property | 274,208 | 801,392 | |
Net cash provided from (used in) investing activities | (139,140) | 149,748 | |
Financing activities: | |||
Net increase (decrease) under unsecured credit facility and commercial paper | 0 | (742,612) | |
Net proceeds from issuance of senior unsecured notes | 713,907 | 0 | |
Net proceeds from the issuance of secured debt | 0 | 44,921 | |
Payments on secured debt | (57,888) | (31,566) | |
Net proceeds from the issuance of common stock | 0 | 591,001 | |
Payments for deferred financing costs and prepayment penalties | (1,221) | (722) | |
Contributions by noncontrolling interests | [1] | 5,073 | 9,084 |
Distributions to noncontrolling interests | [1] | (30,117) | (50,124) |
Cash distributions to stockholders | (254,915) | (354,678) | |
Other financing activities | (2,936) | (9,599) | |
Net cash provided from (used in) financing activities | 371,903 | (544,295) | |
Effect of foreign currency translation on cash and cash equivalents and restricted cash | 1,358 | (10,010) | |
Increase (decrease) in cash, cash equivalents and restricted cash | 537,779 | 7,300 | |
Cash, cash equivalents and restricted cash at beginning of period | 2,021,043 | 385,766 | |
Cash, cash equivalents and restricted cash at end of period | 2,558,822 | 393,066 | |
Supplemental cash flow information: | |||
Interest paid | 135,947 | 140,216 | |
Income taxes paid (received), net | $ (852) | $ 471 | |
[1] | (1) Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | BusinessWelltower 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, 2021 | |
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, 2021 are not necessarily an indication of the results that may be expected for the year ending December 31, 2021. 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, 2020. 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 are dependent on occupancy. Spot occupancy has continued to decline since the beginning of the pandemic, dropping to 73.6% as of March 31, 2021 compared to 75.9% as of December 31, 2020. Approximately 99% of communities are currently accepting new residents, resulting in an acceleration in move-in activity and an increase in occupancy of approximately 60 basis points from a pandemic-low on March 12, 2021 to 73.8% on April 23, 2021. Additionally, r apid distribution and a high acceptance rate of COVID-19 vaccinations by residents within assisted living and memory care facilities in the U.S. and U.K. has resulted in a significant decrease in total resident case counts since mid-January 2021 across the portfolio. Spot occupancy rates from the start of the pandemic through March 31, 2021 are as follows: February 2020 December 2020 January 2021 February 2021 March 2021 Spot occupancy (1) 85.4 % 75.9 % 74.4 % 73.6 % 73.6 % Sequential occupancy change (1.5) % (0.8) % — % (1) Spot occupancy represents approximate month end occupancy at our share for properties in operation as of February 29, 2020, including unconsolidated properties but excluding acquisitions, dispositions and development conversions since this date. Increased Seniors Housing Operating expenses are expected to continue until the pandemic subsides. Property-level operating expenses associated with the COVID-19 pandemic relating to our Seniors Housing Operating portfolio, net of reimbursements including Provider Relief Funds and similar programs in the U.K. and Canada, resulted in a benefit of approximately $21,204,000 for the three months ended March 31, 2021 as compared to an expense of $7,294,000 during the three months ended March 31, 2020. These expenses were incurred as a result of the introduction of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment ("PPE") and supplies, net of reimbursements. Certain new expenses incurred since the start of the pandemic may continue on an ongoing basis as part of new health and safety protocols. In 2020 applications were made for amounts under Phase 2 and Phase 3 of the Provider Relief Fund related to our Seniors Housing Operating portfolio. During the first quarter, we received total Provider Relief Funds of approximately $35,682,000, which was recognized as a reduction to COVID-19 costs within property operating expenses. • Our Triple-net operators are experiencing similar occupancy declines and operating costs as described above with respect to our Seniors Housing Operating properties. Additionally, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) Paycheck Protection Program. In addition, operators of long-term/post-acute care facilities have generally received funds from Phase 1 of the Provider Relief Fund and operators of assisted living facilities have generally received funds from Phases 2 and 3 of the Provider Relief Fund. During the first quarter, we collected approximately 96% of rent due from operators under Triple-net lease agreements (primarily seniors housing and post-acute care facilities). No significant rent deferrals or rent concessions have been made. In the Outpatient Medical segment we collected 99% of rent due in the first quarter, with uncollected amounts primarily attributable to local jurisdictions with COVID-19 related ordinances providing temporary rent relief to tenants. Virtually all rent subject to approved deferral agreements has been repaid in full. For both our Triple-net operators and Outpatient Medical tenants, we evaluate leases individually and recognize rent on a cash basis if collectibility of substantially all contractual rent payments is not probable. To the extent the prolonged impact of the COVID-19 pandemic causes operators or tenants to seek further modifications of their lease agreements, we may recognize reductions in revenue and increases in uncollectible receivables. New Accounting Standards • In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The ASU is effective for public business entities beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the guidance and the impact it may have on our consolidated financial statements. • In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. The new standard was effective for us upon issuance and elections can be made through December 31, 2022. We are currently evaluating our options with regards to existing contracts and hedging relationships and the impact of adopting this update on our consolidated financial statements. |
Real Property Acquisitions and
Real Property Acquisitions and Development | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 March 31, 2020 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 1,240 $ 24,154 $ 2,273 $ 27,667 $ 15,758 $ — $ 40,847 $ 56,605 Buildings and improvements 3,491 170,362 10,570 184,423 132,480 765 171,457 304,702 Acquired lease intangibles 339 — 1,439 1,778 10,810 — 23,823 34,633 Receivables and other assets 34 — — 34 257 — 139 396 Total assets acquired (1) 5,104 194,516 14,282 213,902 159,305 765 236,266 396,336 Accrued expenses and other liabilities — (8,703) (36) (8,739) (671) — (2,036) (2,707) Total liabilities acquired — (8,703) (36) (8,739) (671) — (2,036) (2,707) Noncontrolling interests (2) — (2,056) — (2,056) (2,827) — — (2,827) Cash disbursed for acquisitions 5,104 183,757 14,246 203,107 155,807 765 234,230 390,802 Construction in progress additions 38,373 31,809 7,601 77,783 29,841 13,929 13,645 57,415 Less: Capitalized interest (2,980) (524) (992) (4,496) (2,812) (941) (993) (4,746) Accruals (3) 7 — 311 318 (2,600) — (1,294) (3,894) Cash disbursed for construction in progress 35,400 31,285 6,920 73,605 24,429 12,988 11,358 48,775 Capital improvements to existing properties (3,159) 25,295 6,644 28,780 52,503 3,248 13,631 69,382 Total cash invested in real property, net of cash acquired $ 37,345 $ 240,337 $ 27,810 $ 305,492 $ 232,739 $ 17,001 $ 259,219 $ 508,959 (1) Excludes $580,000 of unrestricted and restricted cash acquired during the three months ended March 31, 2020. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. (3) R epresents 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, 2021 March 31, 2020 Development projects: Seniors Housing Operating $ — $ 93,188 Triple-net 22,990 — Outpatient Medical — 19,369 Total construction in progress conversions $ 22,990 $ 112,557 |
Real Estate Intangibles
Real Estate Intangibles | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Assets: In place lease intangibles $ 1,411,060 $ 1,406,705 Above market tenant leases 53,066 52,621 Lease commissions 42,697 40,704 Gross historical cost 1,506,823 1,500,030 Accumulated amortization (1,204,529) (1,177,513) Net book value $ 302,294 $ 322,517 Weighted-average amortization period in years 10.7 10.5 Liabilities: Below market tenant leases $ 75,451 $ 77,851 Accumulated amortization (40,542) (40,871) Net book value $ 34,909 $ 36,980 Weighted-average amortization period in years 8.2 8.3 The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended March 31, 2021 2020 Rental income related to (above)/below market tenant leases, net $ 425 $ 524 Amortization related to in place lease intangibles and lease commissions (22,779) (35,976) The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands): Assets Liabilities 2021 $ 55,162 $ 5,945 2022 44,266 7,304 2023 34,588 5,153 2024 26,981 3,047 2025 21,712 2,482 Thereafter 119,585 10,978 Total $ 302,294 $ 34,909 |
Dispositions, Real Property Hel
Dispositions, Real Property Held for Sale and Impairment | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions, Real Property Held for Sale and Impairment | Dispositions, Real Property Held for Sale and Impairment 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, 2021, three Seniors Housing Operating, 61 Triple-net, and one Outpatient Medical properties with an aggregate real estate balance of $564,062,000 were classified as held for sale. In addition to the real property balances held for sale, net other assets and (liabilities) of $37,389,000 are included in the Consolidated Balance Sheet related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties is approximately $716,835,000. During the three months ended March 31, 2021, we recorded $12,098,000 of impairment charges related to one Triple-net property which was classified as held for sale for which the carrying value exceeded the estimated fair value less cost to sell. Additionally, during the three months ended March 31, 2021, we recorded $11,470,000 of impairment charges related to one Seniors Housing Operating property and two Triple-net properties that were held for use in which the carrying value exceeded the estimated fair value. During the three months ended March 31, 2020, we recorded $3,495,000 of impairment charges related to one Seniors Housing Operating property which was classified as held for sale for which the carrying value exceeded the estimated fair value less cost to sell. Additionally, during the three months ended March 31, 2020, we recorded $24,332,000 of impairment charges related to two Triple-net properties that were held for use in which the carrying value exceeded the estimated fair value. The following is a summary of our real property disposition activity for the periods presented (in thousands): Three Months Ended March 31, 2021 2020 Real estate dispositions: Seniors Housing Operating $ 74,326 $ — Triple-net — 33,445 Outpatient Medical 137,890 495,003 Total dispositions 212,216 528,448 Gain (loss) on real estate dispositions, net 59,080 262,824 Net other assets/liabilities disposed 2,912 10,120 Proceeds from real estate dispositions $ 274,208 $ 801,392 Operating results attributable to properties sold or classified as held for sale 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, 2021 2020 Revenues: Total revenues $ 21,024 $ 136,452 Expenses: Interest expense 17 3,806 Property operating expenses (1,102) 61,315 Provision for depreciation 4,567 23,708 Total expenses 3,482 88,829 Income (loss) from real estate dispositions, net $ 17,542 $ 47,623 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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 The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2021 March 31, 2020 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,358 $ 6,492 Non-real estate investment lease expense General and administrative expenses 1,185 1,267 Finance lease cost: Amortization of leased assets Property operating expenses 2,035 2,243 Interest on lease liabilities Interest expense 1,663 1,379 Sublease income Rental income (1,043) (1,043) Total $ 9,198 $ 10,338 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2021 December 31, 2020 Right of use assets: Operating leases - real estate Right of use assets, net $ 301,505 $ 310,017 Finance leases - real estate Right of use assets, net 153,282 155,849 Real estate right of use assets, net 454,787 465,866 Operating leases - non-real estate investments Receivables and other assets 7,886 9,624 Total right of use assets, net $ 462,673 $ 475,490 Lease liabilities: Operating leases $ 303,387 $ 311,164 Financing leases 105,529 107,102 Total $ 408,916 $ 418,266 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. During the three months ended March 31, 2021 and 2020, we reserved for straight-line rent receivable balances of $49,241,000 and $32,268,000 through rental income, relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. 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, 2021, we recognized $302,843,000 of rental income related to operating leases, of which $46,026,000 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, 2020, we recognized $389,960,000 of rental income related to operating leases, of which $55,754,000 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 The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2021 March 31, 2020 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,358 $ 6,492 Non-real estate investment lease expense General and administrative expenses 1,185 1,267 Finance lease cost: Amortization of leased assets Property operating expenses 2,035 2,243 Interest on lease liabilities Interest expense 1,663 1,379 Sublease income Rental income (1,043) (1,043) Total $ 9,198 $ 10,338 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2021 December 31, 2020 Right of use assets: Operating leases - real estate Right of use assets, net $ 301,505 $ 310,017 Finance leases - real estate Right of use assets, net 153,282 155,849 Real estate right of use assets, net 454,787 465,866 Operating leases - non-real estate investments Receivables and other assets 7,886 9,624 Total right of use assets, net $ 462,673 $ 475,490 Lease liabilities: Operating leases $ 303,387 $ 311,164 Financing leases 105,529 107,102 Total $ 408,916 $ 418,266 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. During the three months ended March 31, 2021 and 2020, we reserved for straight-line rent receivable balances of $49,241,000 and $32,268,000 through rental income, relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. 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, 2021, we recognized $302,843,000 of rental income related to operating leases, of which $46,026,000 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, 2020, we recognized $389,960,000 of rental income related to operating leases, of which $55,754,000 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 The components of lease expense were as follows for the period presented (in thousands): Three Months Ended Classification March 31, 2021 March 31, 2020 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,358 $ 6,492 Non-real estate investment lease expense General and administrative expenses 1,185 1,267 Finance lease cost: Amortization of leased assets Property operating expenses 2,035 2,243 Interest on lease liabilities Interest expense 1,663 1,379 Sublease income Rental income (1,043) (1,043) Total $ 9,198 $ 10,338 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2021 December 31, 2020 Right of use assets: Operating leases - real estate Right of use assets, net $ 301,505 $ 310,017 Finance leases - real estate Right of use assets, net 153,282 155,849 Real estate right of use assets, net 454,787 465,866 Operating leases - non-real estate investments Receivables and other assets 7,886 9,624 Total right of use assets, net $ 462,673 $ 475,490 Lease liabilities: Operating leases $ 303,387 $ 311,164 Financing leases 105,529 107,102 Total $ 408,916 $ 418,266 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. During the three months ended March 31, 2021 and 2020, we reserved for straight-line rent receivable balances of $49,241,000 and $32,268,000 through rental income, relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. 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, 2021, we recognized $302,843,000 of rental income related to operating leases, of which $46,026,000 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, 2020, we recognized $389,960,000 of rental income related to operating leases, of which $55,754,000 was for variable lease payments. |
Loans Receivable
Loans Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
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 $15,981,000 and $15,615,000 as of March 31, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Mortgage loans $ 338,291 $ 299,430 Other real estate loans 158,066 152,739 Allowance for credit losses on real estate loans receivable (8,683) (8,797) Real estate loans receivable, net of credit allowance 487,674 443,372 Non-real estate loans 458,391 455,508 Allowance for credit losses on non-real estate loans receivable (215,463) (215,239) Non-real estate loans receivable, net of credit allowance 242,928 240,269 Total loans receivable, net of credit allowance $ 730,602 $ 683,641 The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Advances on loans receivable: Investments in new loans $ 30,999 $ — Draws on existing loans 12,149 10,441 Net cash advances on loans receivable 43,148 10,441 Receipts on loans receivable: Loan payoffs 1,620 — Principal payments on loans 1,232 10,045 Net cash receipts on loans receivable 2,852 10,045 Net cash advances (receipts) on loans receivable $ 40,296 $ 396 Subsequent to quarter end, we provided £540 million of senior loan financing and a £30 million delayed facility to affiliates of Safanad, a global real estate and private equity firm, as part of the recapitalization of its investment in HC-One Group. The loan has a 5-year term and is fully collateralized by the shares and assets of the HC-One Group, including its underlying property portfolio of owned assets across the U.K. Additionally, we will have the ability to participate in the recovery in the U.K. seniors housing sector through both warrants and a £55 million equity investment. 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, 2021 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2018 $ 241,012 $ (211,191) $ 29,821 6 Collective loan pool 2007-2016 259,913 (5,061) 254,852 18 Collective loan pool 2017 126,746 (1,488) 125,258 7 Collective loan pool 2018 20,620 (404) 20,216 1 Collective loan pool 2019 47,045 (923) 46,122 7 Collective loan pool 2020 229,219 (4,488) 224,731 11 Collective loan pool 2021 30,193 (591) 29,602 2 Total loans $ 954,748 $ (224,146) $ 730,602 52 In March 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, 2021 March 31, 2020 Balance at beginning of period $ 224,036 $ 68,372 Adoption of ASU 2016-13 — 5,212 Provision for loan losses 1,383 7,072 Loan write-offs (1,322) — Foreign currency translation 49 (85) Balance at end of period $ 224,146 $ 80,571 The following is a summary of our deteriorated loans (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Balance of deteriorated loans at end of period (1) $ 241,012 $ 185,982 Allowance for credit losses (211,191) (75,372) Balance of deteriorated loans not reserved $ 29,821 $ 110,610 Interest recognized on deteriorated loans (2) $ 3,079 $ 4,046 (1) Current year amounts include $2,250,000 and $3,623,000 of loans on non-accrual as of March 31, 2021 and December 31, 2020, respectively. Prior year amounts include $9,534,000 and $2,534,000 as of March 31, 2020 and December 31, 2019, respectively. (2) Represents cash interest recognized in the period. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Seniors Housing Operating 10% to 65% $ 709,727 $ 653,057 Triple-net 10% to 25% 5,575 5,629 Outpatient Medical 15% to 50% 304,708 287,548 Total $ 1,020,010 $ 946,234 (1) Includes ownership of investments classified as liabilities and excludes ownership of in substance real estate. At March 31, 2021, the aggregate unamortized basis difference of our joint venture investments of $119,392,000 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. |
Credit Concentration
Credit Concentration | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021, 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 $ 60,933 14% ProMedica 216 53,031 13% Genesis Healthcare 52 26,871 7% Revera (3) 92 20,865 5% Avery Healthcare 61 20,623 5% Remaining portfolio 912 252,413 56% Totals 1,498 $ 434,736 100% (1) Sunrise Senior Living and Revera are in our Seniors Housing Operating segment. Genesis Healthcare and ProMedica are in our Triple-net segment. Avery Healthcare is in both the Triple-net and Seniors Housing Operating segments. (2) NOI with our top five relationships comprised 36% of total NOI for the year ended December 31, 2020. (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, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facilities and Commercial Paper Program | Borrowings Under Credit Facilities and Commercial Paper Program At March 31, 2021, we had a primary unsecured credit facility with a consortium of 31 banks that includes a $3,000,000,000 unsecured revolving credit facility (none outstanding at March 31, 2021), 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, 2021). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate. The applicable margin is based on our debt ratings and was 0.825% at March 31, 2021. 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, 2021. 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 (none outstanding at March 31, 2021). 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, 2021 2020 Balance outstanding at quarter end $ — $ 845,000 Maximum amount outstanding at any month end $ — $ 2,100,000 Average amount outstanding (total of daily principal balances divided by days in period) $ — $ 1,593,816 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) — % 2.21 % |
Senior Unsecured Notes and Secu
Senior Unsecured Notes and Secured Debt | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021, the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2021 $ — $ 438,772 $ 438,772 2022 (4) 870,000 463,891 1,333,891 2023 (5,6) 1,372,602 373,613 1,746,215 2024 1,350,000 183,982 1,533,982 2025 1,250,000 180,595 1,430,595 Thereafter (7,8,9) 7,436,990 695,319 8,132,309 Totals $ 12,279,592 $ 2,336,172 $ 14,615,764 (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 0.81% to 6.50%. (3) Annual interest rates range from 0.04% to 7.93%. Carrying value of the properties securing the debt totaled $5,330,000,000 at March 31, 2021. (4) Includes a $860,000,000 unsecured term credit facility. The loan matures on April 1, 2022 and bears interest at LIBOR plus 1.20% (1.31% at March 31, 2021). (5) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $198,850,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2021). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% (1.31% at March 31, 2021). (6) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% (1.01% at March 31, 2021). (7) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $238,620,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2021). (8) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $758,670,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2021). (9) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $689,700,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2021). The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Three Months Ended March 31, 2021 March 31, 2020 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 11,509,533 3.67% $ 10,427,562 4.03% Debt issued 750,000 2.80% — —% Foreign currency 20,059 3.90% (120,689) 4.15% Ending balance $ 12,279,592 3.62% $ 10,306,873 3.97% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2021 March 31, 2020 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,378,073 3.27% $ 2,993,342 3.63% Debt issued — —% 44,921 2.58% Debt extinguished (41,933) 7.60% (16,040) 4.51% Principal payments (15,955) 3.59% (15,526) 3.78% Foreign currency 15,987 2.92% (102,059) 3.27% Ending balance $ 2,336,172 3.14% $ 2,904,638 3.63% On March 25, 2021, we completed the issuance of $750,000,000 senior unsecured notes bearing interest at 2.80% with a maturity date of June 2031. On April 15, 2021 net proceeds were used to redeem $339,128,000 of our 3.75% senior unsecured notes due March 2023 and $334,624,000 of our 3.95% senior unsecured notes due September 2023. We expect to recognize a loss on extinguishment of approximately $51 million in April in conjunction with the transaction. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2021 | |
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. Approximately $2,562,000 of losses, which are included in OCI, are expected to be reclassified into earnings in the next 12 months. 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. 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, 2021 December 31, 2020 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 625,000 $ 625,000 Denominated in Pound Sterling £ 1,340,708 £ 1,340,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pound Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 25,000 $ 450,000 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 26,137 $ 26,137 Forward sales contracts denominated in Canadian Dollars $ 80,000 $ 80,000 Forward purchase contracts denominated in Pound Sterling £ (32,157) £ — (1) At March 31, 2021 the maximum maturity date was November 1, 2023. 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 2021 2020 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 6,024 $ 6,644 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (719) $ (95) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ (20,037) $ 259,112 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At March 31, 2021, we had 10 outstanding letter of credit obligations totaling $20,288,000 and expiring between 2021 and 2024. At March 31, 2021, we had outstanding construction in progress of $542,302,000 and were committed to providing additional funds of approximately $715,955,000 to complete construction. Additionally, at March 31, 2021, we had outstanding investments classified as in substance real estate of $365,488,000 and were committed to provide additional funds of $36,059,000 (see Note 8 for additional information). Purchase obligations at March 31, 2021 also include $40,815,000 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, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: March 31, 2021 December 31, 2020 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 419,306,453 419,124,469 Outstanding shares 417,520,420 417,400,602 Common Stock In February 2019, we entered into an 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. As of March 31, 2021 , we had $499,341,000 of r emaining capacity under the Equity Shelf Program, which excludes forward sales agreements outstanding for the sale of 2,214,760 shares with maturity dates in 2022. We expect to physically settle the forward sales for cash proceeds. On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $1 billion of common stock through December 31, 2021 (the "Repurchase Program"). Under this authorization, we are not required to purchase shares but may choose to do so in the open market or through private transactions at times and amounts based on our evaluation of market conditions and other factors. We expect to finance any share repurchases under the Repurchase Program using available cash and may use proceeds from borrowings or debt offerings. We did not repurchase any shares of our common stock during the three months ended March 31, 2021. The following is a summary of our common stock issuances during the three months ended March 31, 2021 and 2020 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 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 2021 Stock incentive plans, net of forfeitures 119,818 — — 2021 Totals 119,818 $ — $ — Dividends The decrease in dividends is attributable to the declaration of a reduced cash dividend beginning with the quarter ending March 31, 2020. The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2021 March 31, 2020 Per Share Amount Per Share Amount Common stock $ 0.61 $ 254,952 $ 0.87 $ 356,001 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands): March 31, 2021 December 31, 2020 Foreign currency translation $ (581,387) $ (621,792) Derivative and financial instruments designated as hedges 453,251 473,288 Total accumulated other comprehensive income (loss) $ (128,136) $ (148,504) |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2021 | |
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 $7,083,000 for the three months ended March 31, 2021 and 2020, respectfully. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 71,546 $ 310,284 Adjustment for net income (loss) attributable to OP units (1,353) (1,388) Numerator for diluted earnings per share $ 70,193 $ 308,896 Denominator for basic earnings per share - weighted average shares 417,241 410,306 Effect of dilutive securities: Non-vested restricted shares 421 702 Redeemable OP units 1,396 1,396 Employee stock purchase program 21 16 Dilutive potential common shares 1,838 2,114 Denominator for diluted earnings per share - adjusted weighted average shares 419,079 412,420 Basic earnings per share $ 0.17 $ 0.76 Diluted earnings per share $ 0.17 $ 0.75 As of March 31, 2021, forward sales agreements outstanding for the sale of 2,214,760 s hares of common stock were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the period. |
Disclosure about Fair Value of
Disclosure about Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 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 distributions 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, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 331,648 $ 331,710 $ 293,752 $ 297,207 Other real estate loans receivable 156,026 157,310 149,620 152,211 Equity securities 2,702 2,702 4,636 4,636 Cash and cash equivalents 2,131,846 2,131,846 1,545,046 1,545,046 Restricted cash 426,976 426,976 475,997 475,997 Non-real estate loans receivable 242,928 260,351 240,269 255,724 Foreign currency forward contracts, interest rate swaps and cross currency swaps 753 753 4,668 4,668 Financial liabilities: Senior unsecured notes $ 12,183,710 $ 13,377,367 $ 11,420,790 $ 13,093,926 Secured debt 2,329,474 2,410,790 2,377,930 2,451,782 Foreign currency forward contracts, interest rate swaps and cross currency swaps 84,985 84,985 118,054 118,054 Redeemable OP unitholder interests $ 127,859 $ 127,859 $ 116,240 $ 115,346 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, 2021 Total Level 1 Level 2 Level 3 Equity securities $ 2,702 $ 2,702 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) (84,232) — (84,232) — Totals $ (81,530) $ 2,702 $ (84,232) $ — (1) Please see Note 12 for additional information. Items Measured at Fair Value on a Nonrecurring Basis |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020). 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. All inter-segment transactions are eliminated. Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): Three Months Ended March 31, 2021: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 723,464 $ — $ — $ — $ 723,464 Rental income — 152,463 150,380 — 302,843 Interest income 1,119 14,922 3,538 — 19,579 Other income 1,819 1,097 2,305 955 6,176 Total revenues 726,402 168,482 156,223 955 1,052,062 Property operating expenses 555,968 12,841 46,863 1,654 617,326 Consolidated net operating income 170,434 155,641 109,360 (699) 434,736 Depreciation and amortization 132,586 56,667 55,173 — 244,426 Interest expense 11,418 1,882 4,015 105,827 123,142 General and administrative expenses — — — 29,926 29,926 Loss (gain) on derivatives and financial instruments, net — 1,934 — — 1,934 Loss (gain) on extinguishment of debt, net (4,643) — — — (4,643) Provision for loan losses 251 853 279 — 1,383 Impairment of assets 4,604 18,964 — — 23,568 Other expenses 3,459 4,983 712 1,840 10,994 Income (loss) from continuing operations before income taxes and other items 22,759 70,358 49,181 (138,292) 4,006 Income tax (expense) benefit — — — (3,943) (3,943) Income (loss) from unconsolidated entities 5,234 4,907 2,908 — 13,049 Gain (loss) on real estate dispositions, net 5,195 2,042 51,843 — 59,080 Income (loss) from continuing operations 33,188 77,307 103,932 (142,235) 72,192 Net income (loss) $ 33,188 $ 77,307 $ 103,932 $ (142,235) $ 72,192 Total assets $ 16,032,225 $ 8,660,043 $ 6,380,835 $ 1,919,148 $ 32,992,251 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 — 191,385 198,575 — 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 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, 2021 March 31, 2020 Revenues: Amount (1) % Amount % United States $ 825,648 78.5 % $ 1,027,781 81.6 % United Kingdom 118,874 11.3 % 117,882 9.4 % Canada 107,540 10.2 % 112,939 9.0 % Total $ 1,052,062 100.0 % $ 1,258,602 100.0 % As of March 31, 2021 December 31, 2020 Assets: Amount % Amount % United States $ 27,112,760 82.1 % $ 26,658,659 82.1 % United Kingdom 3,415,851 10.4 % 3,352,549 10.3 % Canada 2,463,640 7.5 % 2,472,434 7.6 % Total $ 32,992,251 100.0 % $ 32,483,642 100.0 % (1) The United States, United Kingdom and Canada represent 72%, 14% and 14%, respectively, of our resident fees and services revenue stream for the three months ended March 31, 2021. |
Income Taxes and Distributions
Income Taxes and Distributions | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 and 2020, 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. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Assets: Net real estate investments $ 451,975 $ 454,333 Cash and cash equivalents 13,760 15,547 Receivables and other assets 12,669 11,171 Total assets (1) $ 478,404 $ 481,051 Liabilities and equity: Secured debt $ 165,225 $ 165,671 Lease liabilities 1,325 1,325 Accrued expenses and other liabilities 16,860 14,997 Total equity 294,994 299,058 Total liabilities and equity $ 478,404 $ 481,051 (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, 2021 | 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, 2021 are not necessarily an indication of the results that may be expected for the year ending December 31, 2021. 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, 2020. | |
New Accounting Standards | New Accounting Standards • In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The ASU is effective for public business entities beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the guidance and the impact it may have on our consolidated financial statements. • In March 2020, the FASB issued an amendment to the reference rate reform standard which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. The new standard was effective for us upon issuance and elections can be made through December 31, 2022. We are currently evaluating our options with regards to existing contracts and hedging relationships and the impact of adopting this update on our consolidated financial statements. |
Accounting Policies and Relat_3
Accounting Policies and Related Matters (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Seniors Housing Operating portfolio | Spot occupancy rates from the start of the pandemic through March 31, 2021 are as follows: February 2020 December 2020 January 2021 February 2021 March 2021 Spot occupancy (1) 85.4 % 75.9 % 74.4 % 73.6 % 73.6 % Sequential occupancy change (1.5) % (0.8) % — % (1) Spot occupancy represents approximate month end occupancy at our share for properties in operation as of February 29, 2020, including unconsolidated properties but excluding acquisitions, dispositions and development conversions since this date. |
Real Property Acquisitions an_2
Real Property Acquisitions and Development (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Estimated Fair Value of Allocated Purchase Price of Asset and Liabilities | The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 1,240 $ 24,154 $ 2,273 $ 27,667 $ 15,758 $ — $ 40,847 $ 56,605 Buildings and improvements 3,491 170,362 10,570 184,423 132,480 765 171,457 304,702 Acquired lease intangibles 339 — 1,439 1,778 10,810 — 23,823 34,633 Receivables and other assets 34 — — 34 257 — 139 396 Total assets acquired (1) 5,104 194,516 14,282 213,902 159,305 765 236,266 396,336 Accrued expenses and other liabilities — (8,703) (36) (8,739) (671) — (2,036) (2,707) Total liabilities acquired — (8,703) (36) (8,739) (671) — (2,036) (2,707) Noncontrolling interests (2) — (2,056) — (2,056) (2,827) — — (2,827) Cash disbursed for acquisitions 5,104 183,757 14,246 203,107 155,807 765 234,230 390,802 Construction in progress additions 38,373 31,809 7,601 77,783 29,841 13,929 13,645 57,415 Less: Capitalized interest (2,980) (524) (992) (4,496) (2,812) (941) (993) (4,746) Accruals (3) 7 — 311 318 (2,600) — (1,294) (3,894) Cash disbursed for construction in progress 35,400 31,285 6,920 73,605 24,429 12,988 11,358 48,775 Capital improvements to existing properties (3,159) 25,295 6,644 28,780 52,503 3,248 13,631 69,382 Total cash invested in real property, net of cash acquired $ 37,345 $ 240,337 $ 27,810 $ 305,492 $ 232,739 $ 17,001 $ 259,219 $ 508,959 (1) Excludes $580,000 of unrestricted and restricted cash acquired during the three months ended March 31, 2020. (2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests. (3) R epresents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. 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, 2021 March 31, 2020 Development projects: Seniors Housing Operating $ — $ 93,188 Triple-net 22,990 — Outpatient Medical — 19,369 Total construction in progress conversions $ 22,990 $ 112,557 |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Assets: In place lease intangibles $ 1,411,060 $ 1,406,705 Above market tenant leases 53,066 52,621 Lease commissions 42,697 40,704 Gross historical cost 1,506,823 1,500,030 Accumulated amortization (1,204,529) (1,177,513) Net book value $ 302,294 $ 322,517 Weighted-average amortization period in years 10.7 10.5 Liabilities: Below market tenant leases $ 75,451 $ 77,851 Accumulated amortization (40,542) (40,871) Net book value $ 34,909 $ 36,980 Weighted-average amortization period in years 8.2 8.3 |
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, 2021 2020 Rental income related to (above)/below market tenant leases, net $ 425 $ 524 Amortization related to in place lease intangibles and lease commissions (22,779) (35,976) |
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 2021 $ 55,162 $ 5,945 2022 44,266 7,304 2023 34,588 5,153 2024 26,981 3,047 2025 21,712 2,482 Thereafter 119,585 10,978 Total $ 302,294 $ 34,909 |
Dispositions, Real Property H_2
Dispositions, Real Property Held for Sale and Impairment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Real estate dispositions: Seniors Housing Operating $ 74,326 $ — Triple-net — 33,445 Outpatient Medical 137,890 495,003 Total dispositions 212,216 528,448 Gain (loss) on real estate dispositions, net 59,080 262,824 Net other assets/liabilities disposed 2,912 10,120 Proceeds from real estate dispositions $ 274,208 $ 801,392 |
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, 2021 2020 Revenues: Total revenues $ 21,024 $ 136,452 Expenses: Interest expense 17 3,806 Property operating expenses (1,102) 61,315 Provision for depreciation 4,567 23,708 Total expenses 3,482 88,829 Income (loss) from real estate dispositions, net $ 17,542 $ 47,623 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 March 31, 2020 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,358 $ 6,492 Non-real estate investment lease expense General and administrative expenses 1,185 1,267 Finance lease cost: Amortization of leased assets Property operating expenses 2,035 2,243 Interest on lease liabilities Interest expense 1,663 1,379 Sublease income Rental income (1,043) (1,043) Total $ 9,198 $ 10,338 (1) Includes short-term leases which are immaterial. |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows (in thousands): Classification March 31, 2021 December 31, 2020 Right of use assets: Operating leases - real estate Right of use assets, net $ 301,505 $ 310,017 Finance leases - real estate Right of use assets, net 153,282 155,849 Real estate right of use assets, net 454,787 465,866 Operating leases - non-real estate investments Receivables and other assets 7,886 9,624 Total right of use assets, net $ 462,673 $ 475,490 Lease liabilities: Operating leases $ 303,387 $ 311,164 Financing leases 105,529 107,102 Total $ 408,916 $ 418,266 |
Loans Receivable (Tables)
Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Summary of Loans Receivable | The following is a summary of our loans receivable (in thousands): March 31, 2021 December 31, 2020 Mortgage loans $ 338,291 $ 299,430 Other real estate loans 158,066 152,739 Allowance for credit losses on real estate loans receivable (8,683) (8,797) Real estate loans receivable, net of credit allowance 487,674 443,372 Non-real estate loans 458,391 455,508 Allowance for credit losses on non-real estate loans receivable (215,463) (215,239) Non-real estate loans receivable, net of credit allowance 242,928 240,269 Total loans receivable, net of credit allowance $ 730,602 $ 683,641 |
Summary of Loan Activity | The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Advances on loans receivable: Investments in new loans $ 30,999 $ — Draws on existing loans 12,149 10,441 Net cash advances on loans receivable 43,148 10,441 Receipts on loans receivable: Loan payoffs 1,620 — Principal payments on loans 1,232 10,045 Net cash receipts on loans receivable 2,852 10,045 Net cash advances (receipts) on loans receivable $ 40,296 $ 396 |
Schedule of Credit Loss | The following is a summary of our loans by credit loss category (in thousands): March 31, 2021 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2018 $ 241,012 $ (211,191) $ 29,821 6 Collective loan pool 2007-2016 259,913 (5,061) 254,852 18 Collective loan pool 2017 126,746 (1,488) 125,258 7 Collective loan pool 2018 20,620 (404) 20,216 1 Collective loan pool 2019 47,045 (923) 46,122 7 Collective loan pool 2020 229,219 (4,488) 224,731 11 Collective loan pool 2021 30,193 (591) 29,602 2 Total loans $ 954,748 $ (224,146) $ 730,602 52 Three Months Ended March 31, 2021 March 31, 2020 Balance at beginning of period $ 224,036 $ 68,372 Adoption of ASU 2016-13 — 5,212 Provision for loan losses 1,383 7,072 Loan write-offs (1,322) — Foreign currency translation 49 (85) Balance at end of period $ 224,146 $ 80,571 |
Summary of Impaired Loans | The following is a summary of our deteriorated loans (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Balance of deteriorated loans at end of period (1) $ 241,012 $ 185,982 Allowance for credit losses (211,191) (75,372) Balance of deteriorated loans not reserved $ 29,821 $ 110,610 Interest recognized on deteriorated loans (2) $ 3,079 $ 4,046 (1) Current year amounts include $2,250,000 and $3,623,000 of loans on non-accrual as of March 31, 2021 and December 31, 2020, respectively. Prior year amounts include $9,534,000 and $2,534,000 as of March 31, 2020 and December 31, 2019, respectively. (2) Represents cash interest recognized in the period. |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Seniors Housing Operating portfolio | The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) March 31, 2021 December 31, 2020 Seniors Housing Operating 10% to 65% $ 709,727 $ 653,057 Triple-net 10% to 25% 5,575 5,629 Outpatient Medical 15% to 50% 304,708 287,548 Total $ 1,020,010 $ 946,234 (1) Includes ownership of investments classified as liabilities and excludes ownership of in substance real estate. |
Credit Concentration (Tables)
Credit Concentration (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021, 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 $ 60,933 14% ProMedica 216 53,031 13% Genesis Healthcare 52 26,871 7% Revera (3) 92 20,865 5% Avery Healthcare 61 20,623 5% Remaining portfolio 912 252,413 56% Totals 1,498 $ 434,736 100% (1) Sunrise Senior Living and Revera are in our Seniors Housing Operating segment. Genesis Healthcare and ProMedica are in our Triple-net segment. Avery Healthcare is in both the Triple-net and Seniors Housing Operating segments. (2) NOI with our top five relationships comprised 36% of total NOI for the year ended December 31, 2020. (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, 2021 | |
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, 2021 2020 Balance outstanding at quarter end $ — $ 845,000 Maximum amount outstanding at any month end $ — $ 2,100,000 Average amount outstanding (total of daily principal balances divided by days in period) $ — $ 1,593,816 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) — % 2.21 % |
Senior Unsecured Notes and Se_2
Senior Unsecured Notes and Secured Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Annual Principal Payments Due on Debt Obligations | At March 31, 2021, the annual principal payments due on these debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (1,3) Totals 2021 $ — $ 438,772 $ 438,772 2022 (4) 870,000 463,891 1,333,891 2023 (5,6) 1,372,602 373,613 1,746,215 2024 1,350,000 183,982 1,533,982 2025 1,250,000 180,595 1,430,595 Thereafter (7,8,9) 7,436,990 695,319 8,132,309 Totals $ 12,279,592 $ 2,336,172 $ 14,615,764 (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 0.81% to 6.50%. (3) Annual interest rates range from 0.04% to 7.93%. Carrying value of the properties securing the debt totaled $5,330,000,000 at March 31, 2021. (4) Includes a $860,000,000 unsecured term credit facility. The loan matures on April 1, 2022 and bears interest at LIBOR plus 1.20% (1.31% at March 31, 2021). (5) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $198,850,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2021). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% (1.31% at March 31, 2021). (6) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% (1.01% at March 31, 2021). (7) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $238,620,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2021). (8) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $758,670,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2021). (9) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $689,700,000 based on the Sterling/U.S. Dollar exchange rate in effect on March 31, 2021). |
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, 2021 March 31, 2020 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 11,509,533 3.67% $ 10,427,562 4.03% Debt issued 750,000 2.80% — —% Foreign currency 20,059 3.90% (120,689) 4.15% Ending balance $ 12,279,592 3.62% $ 10,306,873 3.97% The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2021 March 31, 2020 Weighted Avg. Weighted Avg. Amount Interest Rate Amount Interest Rate Beginning balance $ 2,378,073 3.27% $ 2,993,342 3.63% Debt issued — —% 44,921 2.58% Debt extinguished (41,933) 7.60% (16,040) 4.51% Principal payments (15,955) 3.59% (15,526) 3.78% Foreign currency 15,987 2.92% (102,059) 3.27% Ending balance $ 2,336,172 3.14% $ 2,904,638 3.63% |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 625,000 $ 625,000 Denominated in Pound Sterling £ 1,340,708 £ 1,340,708 Financial instruments designated as net investment hedges: Denominated in Canadian Dollars $ 250,000 $ 250,000 Denominated in Pound Sterling £ 1,050,000 £ 1,050,000 Interest rate swaps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 25,000 $ 450,000 Derivative instruments not designated: Interest rate caps denominated in U.S. Dollars $ 26,137 $ 26,137 Forward sales contracts denominated in Canadian Dollars $ 80,000 $ 80,000 Forward purchase contracts denominated in Pound Sterling £ (32,157) £ — |
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 2021 2020 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 6,024 $ 6,644 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (719) $ (95) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ (20,037) $ 259,112 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of Stockholders' Equity Capital Accounts | The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: March 31, 2021 December 31, 2020 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 419,306,453 419,124,469 Outstanding shares 417,520,420 417,400,602 The following is a summary of our common stock issuances during the three months ended March 31, 2021 and 2020 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 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 2021 Stock incentive plans, net of forfeitures 119,818 — — 2021 Totals 119,818 $ — $ — |
Summary of Dividend Payments | The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2021 March 31, 2020 Per Share Amount Per Share Amount Common stock $ 0.61 $ 254,952 $ 0.87 $ 356,001 |
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, 2021 December 31, 2020 Foreign currency translation $ (581,387) $ (621,792) Derivative and financial instruments designated as hedges 453,251 473,288 Total accumulated other comprehensive income (loss) $ (128,136) $ (148,504) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 2020 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 71,546 $ 310,284 Adjustment for net income (loss) attributable to OP units (1,353) (1,388) Numerator for diluted earnings per share $ 70,193 $ 308,896 Denominator for basic earnings per share - weighted average shares 417,241 410,306 Effect of dilutive securities: Non-vested restricted shares 421 702 Redeemable OP units 1,396 1,396 Employee stock purchase program 21 16 Dilutive potential common shares 1,838 2,114 Denominator for diluted earnings per share - adjusted weighted average shares 419,079 412,420 Basic earnings per share $ 0.17 $ 0.76 Diluted earnings per share $ 0.17 $ 0.75 |
Disclosure about Fair Value o_2
Disclosure about Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 331,648 $ 331,710 $ 293,752 $ 297,207 Other real estate loans receivable 156,026 157,310 149,620 152,211 Equity securities 2,702 2,702 4,636 4,636 Cash and cash equivalents 2,131,846 2,131,846 1,545,046 1,545,046 Restricted cash 426,976 426,976 475,997 475,997 Non-real estate loans receivable 242,928 260,351 240,269 255,724 Foreign currency forward contracts, interest rate swaps and cross currency swaps 753 753 4,668 4,668 Financial liabilities: Senior unsecured notes $ 12,183,710 $ 13,377,367 $ 11,420,790 $ 13,093,926 Secured debt 2,329,474 2,410,790 2,377,930 2,451,782 Foreign currency forward contracts, interest rate swaps and cross currency swaps 84,985 84,985 118,054 118,054 Redeemable OP unitholder interests $ 127,859 $ 127,859 $ 116,240 $ 115,346 |
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, 2021 Total Level 1 Level 2 Level 3 Equity securities $ 2,702 $ 2,702 $ — $ — Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) (84,232) — (84,232) — Totals $ (81,530) $ 2,702 $ (84,232) $ — (1) Please see Note 12 for additional information. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total Resident fees and services $ 723,464 $ — $ — $ — $ 723,464 Rental income — 152,463 150,380 — 302,843 Interest income 1,119 14,922 3,538 — 19,579 Other income 1,819 1,097 2,305 955 6,176 Total revenues 726,402 168,482 156,223 955 1,052,062 Property operating expenses 555,968 12,841 46,863 1,654 617,326 Consolidated net operating income 170,434 155,641 109,360 (699) 434,736 Depreciation and amortization 132,586 56,667 55,173 — 244,426 Interest expense 11,418 1,882 4,015 105,827 123,142 General and administrative expenses — — — 29,926 29,926 Loss (gain) on derivatives and financial instruments, net — 1,934 — — 1,934 Loss (gain) on extinguishment of debt, net (4,643) — — — (4,643) Provision for loan losses 251 853 279 — 1,383 Impairment of assets 4,604 18,964 — — 23,568 Other expenses 3,459 4,983 712 1,840 10,994 Income (loss) from continuing operations before income taxes and other items 22,759 70,358 49,181 (138,292) 4,006 Income tax (expense) benefit — — — (3,943) (3,943) Income (loss) from unconsolidated entities 5,234 4,907 2,908 — 13,049 Gain (loss) on real estate dispositions, net 5,195 2,042 51,843 — 59,080 Income (loss) from continuing operations 33,188 77,307 103,932 (142,235) 72,192 Net income (loss) $ 33,188 $ 77,307 $ 103,932 $ (142,235) $ 72,192 Total assets $ 16,032,225 $ 8,660,043 $ 6,380,835 $ 1,919,148 $ 32,992,251 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 — 191,385 198,575 — 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 |
Summary of Geographic Information | The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended March 31, 2021 March 31, 2020 Revenues: Amount (1) % Amount % United States $ 825,648 78.5 % $ 1,027,781 81.6 % United Kingdom 118,874 11.3 % 117,882 9.4 % Canada 107,540 10.2 % 112,939 9.0 % Total $ 1,052,062 100.0 % $ 1,258,602 100.0 % As of March 31, 2021 December 31, 2020 Assets: Amount % Amount % United States $ 27,112,760 82.1 % $ 26,658,659 82.1 % United Kingdom 3,415,851 10.4 % 3,352,549 10.3 % Canada 2,463,640 7.5 % 2,472,434 7.6 % Total $ 32,992,251 100.0 % $ 32,483,642 100.0 % (1) The United States, United Kingdom and Canada represent 72%, 14% and 14%, respectively, of our resident fees and services revenue stream for the three months ended March 31, 2021. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2021 December 31, 2020 Assets: Net real estate investments $ 451,975 $ 454,333 Cash and cash equivalents 13,760 15,547 Receivables and other assets 12,669 11,171 Total assets (1) $ 478,404 $ 481,051 Liabilities and equity: Secured debt $ 165,225 $ 165,671 Lease liabilities 1,325 1,325 Accrued expenses and other liabilities 16,860 14,997 Total equity 294,994 299,058 Total liabilities and equity $ 478,404 $ 481,051 (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_4
Accounting Policies and Related Matters - Spot Occupancy (Details) | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 30, 2021 | Dec. 31, 2020 | Feb. 29, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Percentage of communities accepting new residents | 99.00% | ||||
Seniors Housing Operating | COVID-19 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Spot occupancy | 73.60% | 73.60% | 74.40% | 75.90% | 85.40% |
Sequential occupancy change | 0.00% | (0.80%) | (1.50%) |
Accounting Policies and Relat_5
Accounting Policies and Related Matters - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Increase in operational cost | $ 21,204 | $ 7,294 |
Cost of property operating expense | $ 35,682 | |
COVID-19 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Rent collected percentage | 96.00% | |
COVID-19 | Outpatient Medical Segment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Rent collected percentage | 99.00% |
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, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Land and land improvements | $ 27,667 | $ 56,605 |
Buildings and improvements | 184,423 | 304,702 |
Acquired lease intangibles | 1,778 | 34,633 |
Receivables and other assets | 34 | 396 |
Total assets acquired | 213,902 | 396,336 |
Accrued expenses and other liabilities | (8,739) | (2,707) |
Total liabilities acquired | (8,739) | (2,707) |
Noncontrolling interests | (2,056) | (2,827) |
Cash disbursed for acquisitions | 203,107 | 390,802 |
Construction in progress additions | 77,783 | 57,415 |
Less: Capitalized interest | (4,496) | (4,746) |
Accruals | 318 | (3,894) |
Cash disbursed for construction in progress | 73,605 | 48,775 |
Capital improvements to existing properties | 28,780 | 69,382 |
Total cash invested in real property, net of cash acquired | 305,492 | 508,959 |
Cash acquired from acquisition | 580 | |
Seniors Housing Operating | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 1,240 | 15,758 |
Buildings and improvements | 3,491 | 132,480 |
Acquired lease intangibles | 339 | 10,810 |
Receivables and other assets | 34 | 257 |
Total assets acquired | 5,104 | 159,305 |
Accrued expenses and other liabilities | 0 | (671) |
Total liabilities acquired | 0 | (671) |
Noncontrolling interests | 0 | (2,827) |
Cash disbursed for acquisitions | 5,104 | 155,807 |
Construction in progress additions | 38,373 | 29,841 |
Less: Capitalized interest | (2,980) | (2,812) |
Accruals | 7 | (2,600) |
Cash disbursed for construction in progress | 35,400 | 24,429 |
Capital improvements to existing properties | (3,159) | 52,503 |
Total cash invested in real property, net of cash acquired | 37,345 | 232,739 |
Triple-net | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 24,154 | 0 |
Buildings and improvements | 170,362 | 765 |
Acquired lease intangibles | 0 | 0 |
Receivables and other assets | 0 | 0 |
Total assets acquired | 194,516 | 765 |
Accrued expenses and other liabilities | (8,703) | 0 |
Total liabilities acquired | (8,703) | 0 |
Noncontrolling interests | (2,056) | 0 |
Cash disbursed for acquisitions | 183,757 | 765 |
Construction in progress additions | 31,809 | 13,929 |
Less: Capitalized interest | (524) | (941) |
Accruals | 0 | 0 |
Cash disbursed for construction in progress | 31,285 | 12,988 |
Capital improvements to existing properties | 25,295 | 3,248 |
Total cash invested in real property, net of cash acquired | 240,337 | 17,001 |
Outpatient Medical | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 2,273 | 40,847 |
Buildings and improvements | 10,570 | 171,457 |
Acquired lease intangibles | 1,439 | 23,823 |
Receivables and other assets | 0 | 139 |
Total assets acquired | 14,282 | 236,266 |
Accrued expenses and other liabilities | (36) | (2,036) |
Total liabilities acquired | (36) | (2,036) |
Noncontrolling interests | 0 | 0 |
Cash disbursed for acquisitions | 14,246 | 234,230 |
Construction in progress additions | 7,601 | 13,645 |
Less: Capitalized interest | (992) | (993) |
Accruals | 311 | (1,294) |
Cash disbursed for construction in progress | 6,920 | 11,358 |
Capital improvements to existing properties | 6,644 | 13,631 |
Total cash invested in real property, net of cash acquired | $ 27,810 | $ 259,219 |
Real Property Acquisitions an_4
Real Property Acquisitions and Development - Construction Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total construction in progress conversions | $ 22,990 | $ 112,557 |
Seniors Housing Operating | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 0 | 93,188 |
Triple-net | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 22,990 | 0 |
Outpatient Medical | ||
Segment Reporting Information [Line Items] | ||
Total development projects | $ 0 | $ 19,369 |
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, 2021 | Dec. 31, 2020 | |
Assets: | ||
Gross historical cost | $ 1,506,823 | $ 1,500,030 |
Accumulated amortization | (1,204,529) | (1,177,513) |
Net book value | $ 302,294 | $ 322,517 |
Weighted-average amortization period in years | 10 years 8 months 12 days | 10 years 6 months |
Liabilities: | ||
Below market tenant leases | $ 75,451 | $ 77,851 |
Accumulated amortization | (40,542) | (40,871) |
Net book value | $ 34,909 | $ 36,980 |
Weighted-average amortization period in years | 8 years 2 months 12 days | 8 years 3 months 18 days |
In place lease intangibles | ||
Assets: | ||
Gross historical cost | $ 1,411,060 | $ 1,406,705 |
Above market tenant leases | ||
Assets: | ||
Gross historical cost | 53,066 | 52,621 |
Lease commissions | ||
Assets: | ||
Gross historical cost | $ 42,697 | $ 40,704 |
Real Estate Intangibles - Sum_2
Real Estate Intangibles - Summary of Real Estate Intangible Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Rental income related to (above)/below market tenant leases, net | $ 425 | $ 524 |
Amortization related to in place lease intangibles and lease commissions | $ (22,779) | $ (35,976) |
Real Estate Intangibles - Sched
Real Estate Intangibles - Schedule of Future Estimated Aggregate Amortization of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
2021 | $ 55,162 | |
2022 | 44,266 | |
2023 | 34,588 | |
2024 | 26,981 | |
2025 | 21,712 | |
Thereafter | 119,585 | |
Net book value | 302,294 | $ 322,517 |
Liabilities | ||
2021 | 5,945 | |
2022 | 7,304 | |
2023 | 5,153 | |
2024 | 3,047 | |
2025 | 2,482 | |
Thereafter | 10,978 | |
Net book value | $ 34,909 | $ 36,980 |
Dispositions, Real Property H_3
Dispositions, Real Property Held for Sale and Impairment - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($)property | Dec. 31, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real property held for sale | $ 564,062 | $ 216,613 | |
Expected proceeds from properties held for sale | 716,835 | ||
Impairment of assets held for use | 12,098 | ||
Held for sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Real property held for sale | $ 37,389 | ||
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 | 3 | ||
Impairment of assets held for use | $ 11,470 | ||
Impairment of assets held for sale | $ 3,495 | ||
Number of properties held for use | property | 1 | 1 | |
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 | 61 | ||
Impairment of assets held for use | $ 24,332 | ||
Number of properties subject to asset impairment | property | 1 | ||
Number of properties held for use | property | 2 | 2 | |
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 | 1 |
Dispositions, Real Property H_4
Dispositions, Real Property Held for Sale and Impairment - Summary of Real Property Disposition Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Real estate dispositions: | ||
Total dispositions | $ 212,216 | $ 528,448 |
Gain (loss) on real estate dispositions, net | 59,080 | 262,824 |
Net other assets/liabilities disposed | 2,912 | 10,120 |
Proceeds from real estate dispositions | 274,208 | 801,392 |
Seniors Housing Operating | ||
Real estate dispositions: | ||
Total dispositions | 74,326 | 0 |
Triple-net | ||
Real estate dispositions: | ||
Total dispositions | 0 | 33,445 |
Outpatient Medical | ||
Real estate dispositions: | ||
Total dispositions | $ 137,890 | $ 495,003 |
Dispositions, Real Property H_5
Dispositions, Real Property Held for Sale and Impairment - Dispositions and Assets Held for Sale (Details) - Disposal group, disposed of by sale, not discontinued operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 21,024 | $ 136,452 |
Expenses: | ||
Interest expense | 17 | 3,806 |
Property operating expenses | (1,102) | 61,315 |
Provision for depreciation | 4,567 | 23,708 |
Total expenses | 3,482 | 88,829 |
Income (loss) from real estate dispositions, net | $ 17,542 | $ 47,623 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Straight line rent adjustment | $ 49,241 | $ 32,268 |
Rental and other revenues related to operating lease payments | 302,843 | 389,960 |
Rental and other revenues related to operating lease payments, variable leases | $ 46,026 | $ 55,754 |
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, 2021 | Mar. 31, 2020 | |
Finance lease cost: | ||
Amortization of leased assets | $ 2,035 | $ 2,243 |
Interest on lease liabilities | 1,663 | 1,379 |
Sublease income | (1,043) | (1,043) |
Total | 9,198 | 10,338 |
Property operating expenses | ||
Operating lease cost: | ||
Lease expense | 5,358 | 6,492 |
General and administrative expenses | ||
Operating lease cost: | ||
Lease expense | $ 1,185 | $ 1,267 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Right of use assets: | ||
Total right of use assets, net | $ 454,787 | $ 465,866 |
Lease liabilities: | ||
Operating leases | 303,387 | 311,164 |
Financing leases | 105,529 | 107,102 |
Total | $ 408,916 | $ 418,266 |
Operating lease, right-of-use asset, statement of financial position | Total right of use assets, net | Total right of use assets, net |
Finance lease, right-of-use asset, statement of financial position | Total right of use assets, net | Total right of use assets, net |
Operating lease, liability, statement of financial position | Total | Total |
Finance lease, liability, statement of financial position | Total | Total |
Real estate | ||
Right of use assets: | ||
Operating leases | $ 301,505 | $ 310,017 |
Finance leases | 153,282 | 155,849 |
Corporate | ||
Right of use assets: | ||
Operating leases | $ 7,886 | $ 9,624 |
Lease liabilities: | ||
Operating lease, right-of-use asset, statement of financial position | Receivables and other assets | Receivables and other assets |
Real estate and Corporate | ||
Right of use assets: | ||
Total right of use assets, net | $ 462,673 | $ 475,490 |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 29, 2021GBP (£) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)loan | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||
Interest receivable | $ 15,981 | $ 15,615 | |||
Non-real estate loans | 458,391 | 455,508 | |||
Allowance for credit losses on non-real estate loans receivable | 215,463 | $ 215,239 | |||
Provision for loan losses | $ 6,898 | $ 1,383 | $ 7,072 | ||
No. of Loans | loan | 52 | ||||
Financing receivable | $ 730,602 | ||||
HC-One Limited | Subsequent event | |||||
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||
Equity investments | £ | £ 55,000,000 | ||||
Safanad | Subsequent event | |||||
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||||
Financing receivable | £ | 540,000,000 | ||||
Working capital facility | £ | £ 30,000,000 | ||||
Term of receivable | 5 years |
Loans Receivable - Summary of R
Loans Receivable - Summary of Real Estate Loans Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loan Carrying Value | $ 954,748 | |||
Allowance for credit losses on real estate loans receivable | (224,146) | $ (224,036) | $ (80,571) | $ (68,372) |
Real estate loans receivable, net of credit allowance | 487,674 | 443,372 | ||
Non-real estate loans | 458,391 | 455,508 | ||
Allowance for credit losses on non-real estate loans receivable | (215,463) | (215,239) | ||
Non-real estate loans receivable, net of credit allowance | 242,928 | 240,269 | ||
Total loans receivable, net of credit allowance | 730,602 | 683,641 | ||
Mortgage loans | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loan Carrying Value | 338,291 | 299,430 | ||
Other real estate loans | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Loan Carrying Value | 158,066 | 152,739 | ||
Allowance for credit losses on real estate loans receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for credit losses on real estate loans receivable | $ (8,683) | $ (8,797) |
Loans Receivable - Summary of_2
Loans Receivable - Summary of Real Estate Loan Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Advances on loans receivable: | ||
Net cash advances on loans receivable | $ 43,148 | $ 10,441 |
Receipts on loans receivable: | ||
Net cash receipts on loans receivable | 2,852 | 10,045 |
Seniors Housing Operating | ||
Advances on loans receivable: | ||
Investments in new loans | 30,999 | 0 |
Draws on existing loans | 12,149 | 10,441 |
Net cash advances on loans receivable | 43,148 | 10,441 |
Receipts on loans receivable: | ||
Loan payoffs | 1,620 | 0 |
Principal payments on loans | 1,232 | 10,045 |
Net cash receipts on loans receivable | 2,852 | 10,045 |
Net cash advances (receipts) on loans receivable | $ 40,296 | $ 396 |
Loans Receivable - Collective P
Loans Receivable - Collective Pool Basis (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2020USD ($)loan | Mar. 31, 2021USD ($)loan | Mar. 31, 2020USD ($)loan | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 954,748 | ||||
Allowance for Credit Loss | $ (80,571) | (224,146) | $ (80,571) | $ (224,036) | $ (68,372) |
Real estate loans receivable, net of credit allowance | $ 730,602 | ||||
No. of Loans | loan | 52 | ||||
Provision for loan losses | $ 6,898 | $ 1,383 | $ 7,072 | ||
Triple-net | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
No. of Loans | loan | 1 | 1 | |||
Deteriorated loans | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | 241,012 | ||||
Allowance for Credit Loss | (211,191) | ||||
Real estate loans receivable, net of credit allowance | $ 29,821 | ||||
No. of Loans | loan | 6 | ||||
Collective loan pool | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 259,913 | ||||
Allowance for Credit Loss | (5,061) | ||||
Real estate loans receivable, net of credit allowance | $ 254,852 | ||||
No. of Loans | loan | 18 | ||||
Collective loan pool | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 126,746 | ||||
Allowance for Credit Loss | (1,488) | ||||
Real estate loans receivable, net of credit allowance | $ 125,258 | ||||
No. of Loans | loan | 7 | ||||
Collective loan pool | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 20,620 | ||||
Allowance for Credit Loss | (404) | ||||
Real estate loans receivable, net of credit allowance | $ 20,216 | ||||
No. of Loans | loan | 1 | ||||
Collective loan pool | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 47,045 | ||||
Allowance for Credit Loss | (923) | ||||
Real estate loans receivable, net of credit allowance | $ 46,122 | ||||
No. of Loans | loan | 7 | ||||
Collective loan pool | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 229,219 | ||||
Allowance for Credit Loss | (4,488) | ||||
Real estate loans receivable, net of credit allowance | $ 224,731 | ||||
No. of Loans | loan | 11 | ||||
Collective loan pool | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Loan Carrying Value | $ 30,193 | ||||
Allowance for Credit Loss | (591) | ||||
Real estate loans receivable, net of credit allowance | $ 29,602 | ||||
No. of Loans | loan | 2 |
Loans Receivable - Credit Loss
Loans Receivable - Credit Loss Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 224,036 | $ 68,372 |
Provision for loan losses | 1,383 | 7,072 |
Loan write-offs | (1,322) | 0 |
Foreign currency translation | 49 | (85) |
Balance at end of period | $ 224,146 | $ 80,571 |
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 | |
Accounting Standards Update 2016-13 | Cumulative effect, period of adoption, adjustment | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 5,212 |
Loans Receivable - Summary of I
Loans Receivable - Summary of Impaired Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||||
Balance of impaired loans at end of period | $ 241,012 | $ 185,982 | ||
Allowance for credit losses | (211,191) | (75,372) | ||
Balance of deteriorated loans not reserved | 29,821 | 110,610 | ||
Interest recognized on impaired loans | 3,079 | 4,046 | ||
Carrying value of nonaccrual status | $ 2,250 | $ 9,534 | $ 3,623 | $ 2,534 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 1,020,010 | $ 946,234 |
Seniors Housing Operating | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 709,727 | 653,057 |
Seniors Housing Operating | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 10.00% | |
Seniors Housing Operating | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 65.00% | |
Triple-net | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 5,575 | 5,629 |
Triple-net | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 10.00% | |
Triple-net | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 25.00% | |
Outpatient Medical | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 304,708 | $ 287,548 |
Outpatient Medical | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 15.00% | |
Outpatient Medical | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 50.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)property | |
Schedule of Equity Method Investments [Line Items] | |
Aggregate unamortized basis difference of joint venture investments | $ 119,392 |
Total loans made | 365,488 |
Expected additional funding for investments | $ 36,059 |
Not Primary Beneficiary | |
Schedule of Equity Method Investments [Line Items] | |
Number of properties | property | 8 |
Credit Concentration - Summary
Credit Concentration - Summary of Credit Concentration (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($) | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Total NOI | $ 434,736 | $ 576,821 | |
Percentage total investments with top five customers | 36.00% | ||
Net operating income | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 1,498 | ||
Total NOI | $ 434,736 | ||
Percent of NOI | 100.00% | ||
Net operating income | Sunrise Senior Living | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 165 | ||
Total NOI | $ 60,933 | ||
Percent of NOI | 14.00% | ||
Net operating income | ProMedica | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 216 | ||
Total NOI | $ 53,031 | ||
Percent of NOI | 13.00% | ||
Net operating income | Genesis Healthcare | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 52 | ||
Total NOI | $ 26,871 | ||
Percent of NOI | 7.00% | ||
Net operating income | Revera | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 92 | ||
Total NOI | $ 20,865 | ||
Percent of NOI | 5.00% | ||
Net operating income | Avery Healthcare | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 61 | ||
Total NOI | $ 20,623 | ||
Percent of NOI | 5.00% | ||
Net operating income | Remaining portfolio | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 912 | ||
Total NOI | $ 252,413 | ||
Percent of NOI | 56.00% |
Credit Concentration - Narrativ
Credit Concentration - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 29, 2021USD ($)propertyterm | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Concentration Risk [Line Items] | |||
Proceeds from real estate dispositions | $ 274,208 | $ 801,392 | |
Financing receivable | 730,602 | ||
Genesis Healthcare | |||
Concentration Risk [Line Items] | |||
Financing receivable | $ 139,332 | ||
Subsequent event | Genesis Healthcare | |||
Concentration Risk [Line Items] | |||
Percentage ownership | 20.00% | ||
Subsequent event | Genesis Healthcare | ProMedica | |||
Concentration Risk [Line Items] | |||
Percentage ownership | 80.00% | ||
Subsequent event | Triple-net | |||
Concentration Risk [Line Items] | |||
Number of properties | term | 51 | ||
Subsequent event | Genesis Healthcare | |||
Concentration Risk [Line Items] | |||
Number of lease properties | property | 7 | ||
Decrease in indebtedness | $ 170,000 | ||
Termination fee | 86,000 | ||
Financing receivable | $ 167,000 | ||
Subsequent event | Genesis Healthcare | Triple-net | |||
Concentration Risk [Line Items] | |||
Number of lease properties | property | 9 | ||
Genesis Properties | Subsequent event | |||
Concentration Risk [Line Items] | |||
Number of properties sold | property | 35 | ||
Proceeds from real estate dispositions | $ 496,000 |
Borrowings Under Credit Facil_3
Borrowings Under Credit Facilities and Commercial Paper Program - Narrative (Details) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2019USD ($) | Mar. 31, 2021USD ($)bankterm | |
Line of Credit Facility [Line Items] | ||
Number of banks in consortium | bank | 31 | |
Unsecured revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Unsecured line of credit arrangement | $ 3,000,000,000 | |
Borrowings outstanding | 0 | |
Available to borrow in alternate currencies | $ 1,000,000,000 | |
Facility fee | 0.15% | |
Number of successive terms | term | 2 | |
Successive term | 6 months | |
Unsecured revolving credit facility | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Interest rate margin | 0.825% | |
Unsecured revolving credit facility | Accordion feature | ||
Line of Credit Facility [Line Items] | ||
Unsecured line of credit arrangement | $ 1,000,000,000 | |
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 | |
Commercial paper note program | ||
Line of Credit Facility [Line Items] | ||
Unsecured line of credit arrangement | $ 1,000,000,000 | |
Borrowings outstanding | $ 0 | |
Commercial paper note program | Maximum | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, term | 397 days |
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, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||||
Balance outstanding at quarter end | $ 0 | $ 845,000 | ||
Maximum amount outstanding at any month end | $ 0 | $ 2,100,000 | ||
Average amount outstanding (total of daily principal balances divided by days in period) | $ 0 | $ 1,593,816 | ||
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 0.00% | 2.21% |
Senior Unsecured Notes and Se_3
Senior Unsecured Notes and Secured Debt - Annual Principal Payments Due on Debt Obligations (Details) | 3 Months Ended | |||||
Mar. 31, 2021USD ($) | Mar. 31, 2021CAD ($) | Mar. 31, 2021GBP (£) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Annual principal payments due | ||||||
2021 | $ 438,772,000 | |||||
2022 | 1,333,891,000 | |||||
2023 | 1,746,215,000 | |||||
2024 | 1,533,982,000 | |||||
2025 | 1,430,595,000 | |||||
Thereafter | 8,132,309,000 | |||||
Totals | 14,615,764,000 | |||||
Senior unsecured notes | ||||||
Annual principal payments due | ||||||
2021 | 0 | |||||
2022 | 870,000,000 | |||||
2023 | 1,372,602,000 | |||||
2024 | 1,350,000,000 | |||||
2025 | 1,250,000,000 | |||||
Thereafter | 7,436,990,000 | |||||
Totals | $ 12,279,592,000 | $ 11,509,533,000 | $ 10,306,873,000 | $ 10,427,562,000 | ||
Senior unsecured notes | Minimum | ||||||
Annual principal payments due | ||||||
Interest rate | 0.81% | 0.81% | 0.81% | |||
Senior unsecured notes | Maximum | ||||||
Annual principal payments due | ||||||
Interest rate | 6.50% | 6.50% | 6.50% | |||
Senior unsecured notes | Unsecured term credit facility | ||||||
Annual principal payments due | ||||||
Face amount | $ 860,000,000 | |||||
Senior unsecured notes | Unsecured term credit facility | LIBOR | ||||||
Annual principal payments due | ||||||
Interest rate margin | 1.20% | |||||
Effective rate | 1.31% | 1.31% | 1.31% | |||
Senior unsecured notes | Canadian-denominated unsecured term credit facility | ||||||
Annual principal payments due | ||||||
Face amount | $ 198,850,000 | $ 250,000,000 | ||||
Senior unsecured notes | Canadian-denominated unsecured term credit facility | Canadian dealer offered rate | ||||||
Annual principal payments due | ||||||
Interest rate margin | 0.90% | |||||
Effective rate | 1.31% | 1.31% | 1.31% | |||
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 | ||||||
Interest rate margin | 0.90% | |||||
Effective rate | 1.01% | 1.01% | 1.01% | |||
Senior unsecured notes | 2.95% Senior unsecured notes due 2023 | ||||||
Annual principal payments due | ||||||
Interest rate | 2.95% | 2.95% | 2.95% | |||
Face amount | $ 238,620,000 | $ 300,000,000 | ||||
Senior unsecured notes | Senior unsecured notes due 2028 | ||||||
Annual principal payments due | ||||||
Interest rate | 4.80% | 4.80% | 4.80% | |||
Face amount | $ 758,670,000 | £ 550,000,000 | ||||
Senior unsecured notes | 4.50% Senior unsecured notes due 2034 | ||||||
Annual principal payments due | ||||||
Interest rate | 4.50% | 4.50% | 4.50% | |||
Face amount | $ 689,700,000 | £ 500,000,000 | ||||
Secured debt | ||||||
Annual principal payments due | ||||||
2021 | 438,772,000 | |||||
2022 | 463,891,000 | |||||
2023 | 373,613,000 | |||||
2024 | 183,982,000 | |||||
2025 | 180,595,000 | |||||
Thereafter | 695,319,000 | |||||
Totals | 2,336,172,000 | $ 2,378,073,000 | $ 2,904,638,000 | $ 2,993,342,000 | ||
Carrying values of properties securing the debt | $ 5,330,000,000 | |||||
Secured debt | Minimum | ||||||
Annual principal payments due | ||||||
Interest rate | 0.04% | 0.04% | 0.04% | |||
Secured debt | Maximum | ||||||
Annual principal payments due | ||||||
Interest rate | 7.93% | 7.93% | 7.93% |
Senior Unsecured Notes and Se_4
Senior Unsecured Notes and Secured Debt - Summary of Principal Activity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Amount | ||
Debt issued | $ 713,907 | $ 0 |
Debt issued | 0 | 44,921 |
Ending balance | 14,615,764 | |
Secured debt | ||
Amount | ||
Beginning balance | 2,378,073 | 2,993,342 |
Debt issued | 0 | 44,921 |
Debt extinguished | (41,933) | (16,040) |
Principal payments | (15,955) | (15,526) |
Foreign currency | 15,987 | (102,059) |
Ending balance | $ 2,336,172 | $ 2,904,638 |
Weighted Avg. Interest Rate | ||
Beginning balance | 3.27% | 3.63% |
Debt issued | 0 | 0.0258 |
Debt extinguished | 0.0760 | 0.0451 |
Principal payments | 0.0359 | 0.0378 |
Foreign currency | 0.0292 | 0.0327 |
Ending balance | 3.14% | 3.63% |
Senior unsecured notes | ||
Amount | ||
Beginning balance | $ 11,509,533 | $ 10,427,562 |
Debt issued | 750,000 | 0 |
Foreign currency | 20,059 | (120,689) |
Ending balance | $ 12,279,592 | $ 10,306,873 |
Weighted Avg. Interest Rate | ||
Beginning balance | 3.67% | 4.03% |
Debt issued | 0.0280 | 0 |
Foreign currency | 0.0390 | 0.0415 |
Ending balance | 3.62% | 3.97% |
Senior Unsecured Notes and Se_5
Senior Unsecured Notes and Secured Debt - Narrative (Details) - USD ($) $ in Thousands | Apr. 15, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 25, 2021 |
Debt Instrument [Line Items] | ||||
Loss (gain) on extinguishment of debt, net | $ (4,643) | $ 0 | ||
Senior unsecured notes | 2.80% Senior Unsecured Notes Due June 2031 | ||||
Debt Instrument [Line Items] | ||||
Issuance cost | $ 750,000 | |||
Bearing interest | 2.80% | |||
Senior unsecured notes | Subsequent event | ||||
Debt Instrument [Line Items] | ||||
Loss (gain) on extinguishment of debt, net | $ 51,000 | |||
Senior unsecured notes | Subsequent event | 3.75% Senior Unsecured Notes Due March 2023 | ||||
Debt Instrument [Line Items] | ||||
Bearing interest | 3.75% | |||
Debt extinguished | $ 339,128 | |||
Senior unsecured notes | Subsequent event | 3.95% Senior Unsecured Notes Due September 2023 | ||||
Debt Instrument [Line Items] | ||||
Bearing interest | 3.95% | |||
Debt extinguished | $ 334,624 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Cash flow hedges to be reclassified within the next twelve months | $ (2,562) |
Derivative Instruments - Notion
Derivative Instruments - Notional Amount of Derivatives and Other Financial Instruments (Details) £ in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021CAD ($) | Mar. 31, 2021GBP (£) | Dec. 31, 2020CAD ($) | Dec. 31, 2020GBP (£) | Mar. 31, 2021GBP (£) | Mar. 31, 2021USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2020USD ($) | |
Denominated in Canadian Dollars | Designated as Hedging Instrument | Net Investment Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 625,000 | $ 625,000 | ||||||
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 | $ 80,000 | ||||||
Denominated in Pound Sterling | Designated as Hedging Instrument | Net Investment Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | £ | £ 1,340,708 | £ 1,340,708 | ||||||
Net investment hedges | £ | £ 1,050,000 | £ 1,050,000 | ||||||
Denominated in Pound Sterling | Derivative Instruments Not Designated | Sales Contracts | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative liability | £ | £ (32,157) | £ 0 | ||||||
Denominated in U.S Dollars | Designated as Hedging Instrument | Cash Flow Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 25,000 | $ 450,000 | ||||||
Denominated in U.S Dollars | Derivative Instruments Not Designated | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 26,137 | $ 26,137 |
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, 2021 | Mar. 31, 2020 | |
Derivative [Line Items] | ||
Gain (loss) on derivative instruments designated as hedges recognized in income | $ (1,934) | $ (7,651) |
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | (20,037) | 259,112 |
Foreign Exchange Contract | ||
Derivative [Line Items] | ||
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | 259,112 | |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments designated as hedges recognized in income | 6,024 | 6,644 |
Derivative Instruments Not Designated | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments designated as hedges recognized in income | $ (719) | $ (95) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)obligation | Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of outstanding credit obligations | obligation | 10 | |
Letter of credit obligation | $ 20,288 | |
Outstanding construction financings for leased properties | 542,302 | $ 487,742 |
Additional financing to complete construction | 715,955 | |
Total loans made | 365,488 | |
Expected additional funding for investments | 36,059 | |
Total contingent purchase obligations | $ 40,815 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stockholders' Equity Capital Accounts (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock: | ||
Authorized shares | 50,000,000 | 50,000,000 |
Issued shares | 0 | 0 |
Outstanding shares | 0 | 0 |
Common Stock, $1.00 par value: | ||
Authorized shares | 700,000,000 | 700,000,000 |
Issued shares | 419,306,453 | 419,124,469 |
Outstanding shares | 417,520,420 | 417,400,602 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | May 01, 2020 | Feb. 28, 2019 | |
Class of Stock [Line Items] | ||||
Equity shelf plan issuances | $ 576,196,000 | |||
Forward sales agreement | ||||
Class of Stock [Line Items] | ||||
Anti-dilutive securities (in shares) | 2,214,760 | |||
Equity Shelf Program | ||||
Class of Stock [Line Items] | ||||
Authorized amount | $ 1,500,000,000 | |||
Remaining authorized amount | $ 499,341,000 | |||
Repurchase program | ||||
Class of Stock [Line Items] | ||||
Number of shares authorized to be repurchased (in shares) | 1,000,000,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Shares Issued | ||
Dividend reinvestment plan issuances (in shares) | 175,129 | |
Equity shelf program issuances (in shares) | 6,799,978 | |
Stock incentive plans, net of forfeitures (in shares) | 119,818 | 158,818 |
Totals (in shares) | 119,818 | 7,133,925 |
Average Price | ||
Dividend reinvestment plan issuances (in dollars per share) | $ 84.54 | |
Equity shelf plan issuances (in dollars per share) | 86.48 | |
Gross Proceeds | ||
Dividend reinvestment plan issuances | $ 14,805 | |
Equity shelf plan issuances | 588,072 | |
Totals | $ 0 | 602,877 |
Net Proceeds | ||
Dividend reinvestment plan issuances | 14,805 | |
Equity shelf plan issuances | 576,196 | |
Totals | $ 0 | $ 591,001 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Per Share | ||
Common Stock (in dollars per share) | $ 0.61 | $ 0.87 |
Amount | ||
Common stock | $ 254,952 | $ 356,001 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Summary of accumulated other comprehensive income/(loss) [Line Items] | ||||
Total accumulated other comprehensive income (loss) | $ 16,691,017 | $ 16,881,572 | $ 17,066,337 | $ 16,506,627 |
Foreign currency translation | ||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | ||||
Total accumulated other comprehensive income (loss) | (581,387) | (621,792) | ||
Derivative and financial instruments designated as hedges | ||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | ||||
Total accumulated other comprehensive income (loss) | 453,251 | 473,288 | ||
Total accumulated other comprehensive income (loss) | ||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | ||||
Total accumulated other comprehensive income (loss) | $ (128,136) | $ (148,504) | $ (96,213) | $ (112,157) |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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 | $ 5,576 | $ 7,083 |
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, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Earnings Per Share [Abstract] | |||
Numerator for basic and diluted earnings per share - net income (loss) attributable to common stockholders | $ 71,546 | $ 310,284 | |
Adjustment for net income (loss) attributable to OP units | (1,353) | (1,388) | |
Numerator for diluted earnings per share | $ 70,193 | $ 308,896 | |
Denominator for basic earnings per share - weighted average shares (in shares) | 417,241,000 | 410,306,000 | |
Effect of dilutive securities: | |||
Non-vested restricted shares (in shares) | 421,000 | 702,000 | |
Redeemable op units (in shares) | 1,396,000 | 1,396,000 | |
Employee stock purchase program (in shares) | 21,000 | 16,000 | |
Dilutive potential common shares (in shares) | 1,838,000 | 2,114,000 | |
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 419,079,000 | 412,420,000 | |
Basic earnings per share (in dollars per share) | $ 0.17 | $ 0.76 | |
Diluted earnings per share (in dollars per share) | [1] | $ 0.17 | $ 0.75 |
Forward sales agreement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 2,214,760 | ||
[1] | Includes adjustment to the numerator for income (loss) attributable to OP unitholders. |
Disclosure about Fair Value o_3
Disclosure about Fair Value of Financial Instruments - Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial assets: | ||
Equity securities | $ 2,702 | |
Restricted cash | 426,976 | $ 475,997 |
Carrying Amount | ||
Financial assets: | ||
Equity securities | 4,636 | |
Cash and cash equivalents | 2,131,846 | 1,545,046 |
Restricted cash | 426,976 | 475,997 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 753 | 4,668 |
Financial liabilities: | ||
Senior unsecured notes | 12,183,710 | 11,420,790 |
Secured debt | 2,329,474 | 2,377,930 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 84,985 | 118,054 |
Redeemable OP unitholder interests | 127,859 | 116,240 |
Carrying Amount | Mortgage loans receivable | ||
Financial assets: | ||
Loans receivable | 331,648 | 293,752 |
Carrying Amount | Other real estate loans receivable | ||
Financial assets: | ||
Loans receivable | 156,026 | 149,620 |
Carrying Amount | Non-real estate loans receivable | ||
Financial assets: | ||
Loans receivable | 242,928 | 240,269 |
Fair Value | ||
Financial assets: | ||
Equity securities | 2,702 | 4,636 |
Cash and cash equivalents | 2,131,846 | 1,545,046 |
Restricted cash | 426,976 | 475,997 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 753 | 4,668 |
Financial liabilities: | ||
Senior unsecured notes | 13,377,367 | 13,093,926 |
Secured debt | 2,410,790 | 2,451,782 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 84,985 | 118,054 |
Redeemable OP unitholder interests | 127,859 | 115,346 |
Fair Value | Mortgage loans receivable | ||
Financial assets: | ||
Loans receivable | 331,710 | 297,207 |
Fair Value | Other real estate loans receivable | ||
Financial assets: | ||
Loans receivable | 157,310 | 152,211 |
Fair Value | Non-real estate loans receivable | ||
Financial assets: | ||
Loans receivable | $ 260,351 | $ 255,724 |
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, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | $ 2,702 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | (84,232) |
Totals | (81,530) |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity securities | 2,702 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | 2,702 |
Level 2 | |
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) | (84,232) |
Totals | (84,232) |
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 ($) | Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 3 | |||
Segment Reporting Information [Line Items] | ||||
Rental income | $ 302,843 | $ 389,960 | ||
Total revenues | 1,052,062 | 1,258,602 | ||
Property operating expenses | 617,326 | 681,781 | ||
Consolidated net operating income | 434,736 | 576,821 | ||
Depreciation and amortization | 244,426 | 274,801 | ||
Interest expense | 123,142 | 142,007 | ||
General and administrative expenses | 29,926 | 35,481 | ||
Loss (gain) on derivatives and financial instruments, net | 1,934 | 7,651 | ||
Provision for loan losses | $ 6,898 | 1,383 | 7,072 | |
Impairment of assets | 23,568 | 27,827 | ||
Other expenses | 10,994 | 6,292 | ||
Income (loss) from continuing operations before income taxes and other items | 4,006 | 75,690 | ||
Income tax (expense) benefit | (3,943) | (5,442) | ||
Income (loss) from unconsolidated entities | 13,049 | (3,692) | ||
Gain (loss) on real estate dispositions, net | 59,080 | 262,824 | ||
Income (loss) from continuing operations | 72,192 | 329,380 | ||
Net income (loss) | 72,192 | 329,380 | ||
Total assets | 32,992,251 | $ 32,483,642 | ||
Loss (gain) on extinguishment of debt, net | (4,643) | 0 | ||
Straight Line Rent | (30,563) | 2,119 | ||
Resident fees and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 723,464 | 849,972 | ||
Interest income | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 19,579 | 15,241 | ||
Other income | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 6,176 | 3,429 | ||
Operating Segments | Seniors Housing Operating | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 0 | 0 | ||
Total revenues | 726,402 | 851,128 | ||
Property operating expenses | 555,968 | 607,871 | ||
Consolidated net operating income | 170,434 | 243,257 | ||
Depreciation and amortization | 132,586 | 146,774 | ||
Interest expense | 11,418 | 16,434 | ||
General and administrative expenses | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||
Provision for loan losses | 251 | 0 | ||
Impairment of assets | 4,604 | 3,495 | ||
Other expenses | 3,459 | 2,989 | ||
Income (loss) from continuing operations before income taxes and other items | 22,759 | 73,565 | ||
Income tax (expense) benefit | 0 | 0 | ||
Income (loss) from unconsolidated entities | 5,234 | (11,024) | ||
Gain (loss) on real estate dispositions, net | 5,195 | (149) | ||
Income (loss) from continuing operations | 33,188 | 62,392 | ||
Net income (loss) | 33,188 | 62,392 | ||
Total assets | 16,032,225 | |||
Loss (gain) on extinguishment of debt, net | (4,643) | |||
Operating Segments | Seniors Housing Operating | Resident fees and services | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 723,464 | 849,972 | ||
Operating Segments | Seniors Housing Operating | Interest income | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 1,119 | 104 | ||
Operating Segments | Seniors Housing Operating | Other income | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 1,819 | 1,052 | ||
Operating Segments | Triple-net | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 152,463 | 191,385 | ||
Total revenues | 168,482 | 207,729 | ||
Property operating expenses | 12,841 | 13,302 | ||
Consolidated net operating income | 155,641 | 194,427 | ||
Depreciation and amortization | 56,667 | 57,694 | ||
Interest expense | 1,882 | 2,852 | ||
General and administrative expenses | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | 1,934 | 7,651 | ||
Provision for loan losses | 853 | 7,072 | ||
Impairment of assets | 18,964 | 24,332 | ||
Other expenses | 4,983 | 513 | ||
Income (loss) from continuing operations before income taxes and other items | 70,358 | 94,313 | ||
Income tax (expense) benefit | 0 | 0 | ||
Income (loss) from unconsolidated entities | 4,907 | 5,796 | ||
Gain (loss) on real estate dispositions, net | 2,042 | 49,637 | ||
Income (loss) from continuing operations | 77,307 | 149,746 | ||
Net income (loss) | 77,307 | 149,746 | ||
Total assets | 8,660,043 | |||
Loss (gain) on extinguishment of debt, net | 0 | |||
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 | 14,922 | 14,671 | ||
Operating Segments | Triple-net | Other income | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 1,097 | 1,673 | ||
Operating Segments | Outpatient Medical | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 150,380 | 198,575 | ||
Total revenues | 156,223 | 199,329 | ||
Property operating expenses | 46,863 | 60,608 | ||
Consolidated net operating income | 109,360 | 138,721 | ||
Depreciation and amortization | 55,173 | 70,333 | ||
Interest expense | 4,015 | 4,808 | ||
General and administrative expenses | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||
Provision for loan losses | 279 | 0 | ||
Impairment of assets | 0 | 0 | ||
Other expenses | 712 | 1,007 | ||
Income (loss) from continuing operations before income taxes and other items | 49,181 | 62,573 | ||
Income tax (expense) benefit | 0 | 0 | ||
Income (loss) from unconsolidated entities | 2,908 | 1,536 | ||
Gain (loss) on real estate dispositions, net | 51,843 | 213,336 | ||
Income (loss) from continuing operations | 103,932 | 277,445 | ||
Net income (loss) | 103,932 | 277,445 | ||
Total assets | 6,380,835 | |||
Loss (gain) on extinguishment of debt, net | 0 | |||
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 | 3,538 | 466 | ||
Operating Segments | Outpatient Medical | Other income | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 2,305 | 288 | ||
Non-segment / Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 0 | 0 | ||
Total revenues | 955 | 416 | ||
Property operating expenses | 1,654 | 0 | ||
Consolidated net operating income | (699) | 416 | ||
Depreciation and amortization | 0 | 0 | ||
Interest expense | 105,827 | 117,913 | ||
General and administrative expenses | 29,926 | 35,481 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||
Provision for loan losses | 0 | 0 | ||
Impairment of assets | 0 | 0 | ||
Other expenses | 1,840 | 1,783 | ||
Income (loss) from continuing operations before income taxes and other items | (138,292) | (154,761) | ||
Income tax (expense) benefit | (3,943) | (5,442) | ||
Income (loss) from unconsolidated entities | 0 | 0 | ||
Gain (loss) on real estate dispositions, net | 0 | 0 | ||
Income (loss) from continuing operations | (142,235) | (160,203) | ||
Net income (loss) | (142,235) | (160,203) | ||
Total assets | 1,919,148 | |||
Loss (gain) on extinguishment of debt, net | 0 | |||
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 | $ 955 | $ 416 |
Segment Reporting - Summary of
Segment Reporting - Summary of Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 1,052,062 | $ 1,258,602 | |
Total assets | 32,992,251 | $ 32,483,642 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 825,648 | 1,027,781 | |
Total assets | 27,112,760 | 26,658,659 | |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 118,874 | 117,882 | |
Total assets | 3,415,851 | 3,352,549 | |
Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 107,540 | $ 112,939 | |
Total assets | $ 2,463,640 | $ 2,472,434 | |
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 | 78.50% | 81.60% | |
Revenue | United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 11.30% | 9.40% | |
Revenue | Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 10.20% | 9.00% | |
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 | 82.10% | 82.10% | |
Assets | United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 10.40% | 10.30% | |
Assets | Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 7.50% | 7.60% | |
Resident fees and services | Revenue | United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 72.00% | ||
Resident fees and services | Revenue | United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 14.00% | ||
Resident fees and services | Revenue | Canada | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Percentage | 14.00% |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||||
Net real estate investments | $ 28,407,459 | $ 28,474,947 | ||
Cash and cash equivalents | 2,131,846 | 1,545,046 | ||
Receivables and other assets | 624,918 | 629,031 | ||
Total Assets | 32,992,251 | 32,483,642 | ||
Liabilities and equity: | ||||
Secured debt | 2,329,474 | 2,377,930 | ||
Lease liabilities | 408,916 | 418,266 | ||
Total equity | 16,691,017 | 16,881,572 | $ 17,066,337 | $ 16,506,627 |
Total liabilities and equity | 32,992,251 | 32,483,642 | ||
VIE, Primary Beneficiary | ||||
Assets: | ||||
Net real estate investments | 451,975 | 454,333 | ||
Cash and cash equivalents | 13,760 | 15,547 | ||
Receivables and other assets | 12,669 | 11,171 | ||
Total Assets | 478,404 | 481,051 | ||
Liabilities and equity: | ||||
Secured debt | 165,225 | 165,671 | ||
Lease liabilities | 1,325 | 1,325 | ||
Accrued expenses and other liabilities | 16,860 | 14,997 | ||
Total equity | 294,994 | 299,058 | ||
Total liabilities and equity | $ 478,404 | $ 481,051 |