Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 597,916,197 | |
Entity Central Index Key | 0000766704 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
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, $1.00 par value per share | |
Trading Symbol | WELL | |
Security Exchange Name | NYSE | |
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC | |
Trading Symbol | WELL/28 | |
Security Exchange Name | NYSE | |
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC | |
Trading Symbol | WELL/34 | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | [1] |
Real property owned: | |||
Land and land improvements | $ 4,754,699 | $ 4,697,824 | |
Buildings and improvements | 37,841,775 | 37,796,553 | |
Acquired lease intangibles | 2,158,915 | 2,166,470 | |
Real property held for sale, net of accumulated depreciation | 422,225 | 372,883 | |
Construction in progress | 1,342,410 | 1,304,441 | |
Less accumulated depreciation and amortization | (9,537,562) | (9,274,814) | |
Net real property owned | 36,982,462 | 37,063,357 | |
Right of use assets, net | 348,892 | 350,969 | |
Real estate loans receivable, net of credit allowance | 1,426,094 | 1,361,587 | |
Net real estate investments | 38,757,448 | 38,775,913 | |
Other assets: | |||
Investments in unconsolidated entities | 1,719,646 | 1,636,531 | |
Goodwill | 68,321 | 68,321 | |
Cash and cash equivalents | 2,388,488 | 1,993,646 | |
Restricted cash | 89,847 | 82,437 | |
Straight-line rent receivable | 469,976 | 443,800 | |
Receivables and other assets | 1,059,859 | 1,011,518 | |
Total other assets | 5,796,137 | 5,236,253 | |
Total assets | 44,553,585 | 44,012,166 | |
Liabilities: | |||
Unsecured credit facility and commercial paper | 0 | 0 | |
Senior unsecured notes | 12,171,913 | 13,552,222 | |
Secured debt | 2,033,232 | 2,183,327 | |
Lease liabilities | 381,320 | 383,230 | |
Accrued expenses and other liabilities | 1,419,212 | 1,521,660 | |
Total liabilities | 16,005,677 | 17,640,439 | |
Redeemable noncontrolling interests | 300,915 | 290,605 | |
Equity: | |||
Common stock | 592,637 | 565,894 | |
Capital in excess of par value | 35,105,097 | 32,741,949 | |
Treasury stock | (114,842) | (111,578) | |
Cumulative net income | 9,272,190 | 9,145,044 | |
Cumulative dividends | (17,126,302) | (16,773,773) | |
Accumulated other comprehensive income (loss) | (180,837) | (163,160) | |
Total Welltower Inc. stockholders’ equity | 27,547,943 | 25,404,376 | |
Noncontrolling interests | 699,050 | 676,746 | |
Total equity | 28,246,993 | 26,081,122 | |
Total liabilities and equity | $ 44,553,585 | $ 44,012,166 | |
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues: | |||
Resident fees and services | $ 1,360,274 | $ 1,131,685 | |
Rental income | 417,652 | 384,059 | |
Interest income | 52,664 | 36,405 | |
Other income | 29,151 | 8,580 | |
Total revenues | 1,859,741 | 1,560,729 | |
Expenses: | |||
Property operating expenses | 1,096,913 | 957,753 | |
Depreciation and amortization | 365,863 | 339,112 | |
Interest expense | 147,318 | 144,403 | |
General and administrative expenses | 53,318 | 44,371 | |
Loss (gain) on derivatives and financial instruments, net | (3,054) | 930 | |
Loss (gain) on extinguishment of debt, net | 6 | 5 | |
Provision for loan losses, net | 1,014 | 777 | |
Impairment of assets | 43,331 | 12,629 | |
Other expenses | 14,131 | 22,745 | |
Total expenses | 1,718,840 | 1,522,725 | |
Income (loss) from continuing operations before income taxes and other items | 140,901 | 38,004 | |
Income tax (expense) benefit | (6,191) | (3,045) | |
Income (loss) from unconsolidated entities | (7,783) | (7,071) | |
Gain (loss) on real estate dispositions, net | 4,707 | 747 | |
Income (loss) from continuing operations | 131,634 | 28,635 | |
Net income (loss) | 131,634 | 28,635 | |
Less: Net income (loss) attributable to noncontrolling interests | [1] | 4,488 | 2,962 |
Net income (loss) attributable to common stockholders | $ 127,146 | $ 25,673 | |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 574,049 | 492,061 | |
Diluted (in shares) | 577,530 | 494,494 | |
Basic: | |||
Income (loss) from continuing operations (in dollars per share) | $ 0.23 | $ 0.06 | |
Net income (loss) attributable to common stockholders (in dollars per share) | 0.22 | 0.05 | |
Diluted: | |||
Income (loss) from continuing operations (in dollars per share) | 0.23 | 0.06 | |
Net income (loss) attributable to common stockholders (in dollars per share) | [2] | 0.22 | 0.05 |
Dividends declared and paid per common share (in dollars per share) | $ 0.61 | $ 0.61 | |
Net income (loss) | $ 131,634 | $ 28,635 | |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | (85,830) | 80,765 | |
Derivative and financial instruments designated as hedges gain (loss) | 60,615 | (69,738) | |
Total other comprehensive income (loss) | (25,215) | 11,027 | |
Total comprehensive income (loss) | 106,419 | 39,662 | |
Less: Total comprehensive income (loss) attributable to noncontrolling interests | [3] | (3,050) | 5,841 |
Total comprehensive income (loss) attributable to common stockholders | $ 109,469 | $ 33,821 | |
[1]Includes amounts attributable to redeemable noncontrolling interests.[2]Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units.[3] (1) Includes amounts attributable to redeemable noncontrolling interests. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Capital in Excess of Par Value | Treasury Stock | Cumulative Net Income | Cumulative Dividends | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | |
Balances at beginning of period at Dec. 31, 2022 | $ 21,009,553 | $ 491,919 | $ 26,742,750 | $ (111,001) | $ 8,804,950 | $ (15,514,097) | $ (119,707) | $ 714,739 | |
Comprehensive income: | |||||||||
Net income (loss) | 28,361 | 25,673 | 2,688 | ||||||
Other comprehensive income (loss) | 11,171 | 8,148 | 3,023 | ||||||
Total comprehensive income | 39,532 | ||||||||
Net change in noncontrolling interests | 21,344 | (8,304) | 29,648 | ||||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | (6,139) | 6,139 | ||||||
Redemption of OP Units and DownREIT Units | 17,355 | 272 | 17,515 | (432) | |||||
Amounts related to stock incentive plans, net of forfeitures | 7,540 | 134 | 9,330 | (1,924) | |||||
Net proceeds from issuance of common stock | 410,465 | 5,603 | 404,862 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (301,829) | (301,829) | |||||||
Balances at end of period at Mar. 31, 2023 | 21,203,960 | 497,928 | 27,160,014 | (112,925) | 8,830,623 | (15,815,926) | (111,559) | 755,805 | |
Balances at beginning of period at Dec. 31, 2023 | 26,081,122 | [1] | 565,894 | 32,741,949 | (111,578) | 9,145,044 | (16,773,773) | (163,160) | 676,746 |
Comprehensive income: | |||||||||
Net income (loss) | 131,326 | 127,146 | 4,180 | ||||||
Other comprehensive income (loss) | (23,752) | (17,677) | (6,075) | ||||||
Total comprehensive income | 107,574 | ||||||||
Net change in noncontrolling interests | (13,091) | (19,282) | 6,191 | ||||||
Adjustment to members' interest from change in ownership in Welltower OP | 0 | (18,852) | 18,852 | ||||||
Redemption of OP Units and DownREIT Units | 0 | 19 | 825 | (844) | |||||
Amounts related to stock incentive plans, net of forfeitures | 8,784 | 112 | 11,936 | (3,264) | |||||
Net proceeds from issuance of common stock | 2,415,133 | 26,612 | 2,388,521 | ||||||
Dividends paid: | |||||||||
Common stock dividends | (352,529) | (352,529) | |||||||
Balances at end of period at Mar. 31, 2024 | $ 28,246,993 | $ 592,637 | $ 35,105,097 | $ (114,842) | $ 9,272,190 | $ (17,126,302) | $ (180,837) | $ 699,050 | |
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Operating activities: | |||
Net income | $ 131,634 | $ 28,635 | |
Adjustments to reconcile net income to net cash provided from (used in) operating activities: | |||
Depreciation and amortization | 365,863 | 339,112 | |
Other amortization expenses | 13,105 | 9,792 | |
Provision for loan losses, net | 1,014 | 777 | |
Impairment of assets | 43,331 | 12,629 | |
Stock-based compensation expense | 12,048 | 9,456 | |
Loss (gain) on derivatives and financial instruments, net | (3,054) | 930 | |
Loss (gain) on extinguishment of debt, net | 6 | 5 | |
Loss (income) from unconsolidated entities | 7,783 | 7,071 | |
Rental income less than (in excess of) cash received | (30,503) | (36,827) | |
Amortization related to above (below) market leases, net | (5) | (82) | |
Loss (gain) on real estate dispositions, net | (4,707) | (747) | |
Proceeds from (payments on) interest rate swap settlements | (59,555) | 0 | |
Distributions by unconsolidated entities | 1,609 | 3,418 | |
Increase (decrease) in accrued expenses and other liabilities | (29,420) | (4,503) | |
Decrease (increase) in receivables and other assets | (42,343) | 6,392 | |
Net cash provided from (used in) operating activities | 406,806 | 376,058 | |
Investing activities: | |||
Cash disbursed for acquisitions, net of cash acquired | (62,771) | (402,719) | |
Cash disbursed for capital improvements to existing properties | (132,509) | (91,339) | |
Cash disbursed for construction in progress | (231,763) | (226,226) | |
Capitalized interest | (13,809) | (10,335) | |
Investment in loans receivable | (116,789) | (54,831) | |
Principal collected on loans receivable | 36,472 | 15,592 | |
Other investments, net of payments | (11,723) | (80,548) | |
Contributions to unconsolidated entities | (103,825) | (112,822) | |
Distributions by unconsolidated entities | 10,039 | 4,800 | |
Net proceeds from net investment hedge settlements | 913 | 3,933 | |
Proceeds from sales of real property | 44,834 | 21,658 | |
Net cash provided from (used in) investing activities | (580,931) | (932,837) | |
Financing activities: | |||
Net increase (decrease) under unsecured credit facility and commercial paper | 0 | ||
Net increase (decrease) under unsecured credit facility and commercial paper | 0 | ||
Payments to extinguish senior unsecured notes | (1,350,000) | 0 | |
Net proceeds from the issuance of secured debt | 1,379 | 362,900 | |
Payments on secured debt | (132,833) | (39,573) | |
Net proceeds from the issuance of common stock | 2,416,484 | 411,032 | |
Payments for deferred financing costs and prepayment penalties | (6) | (6,444) | |
Contributions by noncontrolling interests | [1] | 23,797 | 83,480 |
Distributions to noncontrolling interests | [1] | (22,591) | (35,664) |
Cash distributions to stockholders | (352,184) | (300,195) | |
Other financing activities | (5,479) | (5,066) | |
Net cash provided from (used in) financing activities | 578,567 | 470,470 | |
Effect of foreign currency translation on cash and cash equivalents and restricted cash | (2,190) | 2,813 | |
Increase (decrease) in cash, cash equivalents and restricted cash | 402,252 | (83,496) | |
Cash, cash equivalents and restricted cash at beginning of period | 2,076,083 | 722,292 | |
Cash, cash equivalents and restricted cash at end of period | 2,478,335 | 638,796 | |
Supplemental cash flow information: | |||
Interest paid | 149,007 | 148,399 | |
Income taxes paid (received), net | $ 3,259 | $ 325 | |
[1] (1) Includes amounts attributable to redeemable noncontrolling interests. |
Business
Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest 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 Inc., 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. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.745% for the three months ended March 31, 2024. As of March 31, 2024, Welltower owned 99.726% of the issued and outstanding units of Welltower OP, with other investors owning the remaining 0.274% of outsta nding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP. |
Accounting Policies and Related
Accounting Policies and Related Matters | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 are not necessarily an indication of the results that may be expected for the year ending December 31, 2024. 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, 2023. New Accounting Standards In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")," which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures. |
Real Property Acquisitions and
Real Property Acquisitions and Development | 3 Months Ended |
Mar. 31, 2024 | |
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 directly 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. Our acquisition of properties are at times subject to earn out provisions based on the future operating performance of the acquired properties, which could result in incremental payments in the future. Our policy is to recognize such contingent consideration when the contingency is resolved and the consideration becomes payable. The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 26,691 $ 710 $ — $ 27,401 $ 2,517 $ 7,370 $ 60,527 $ 70,414 Buildings and improvements 48,615 253 — 48,868 16,434 74,289 255,706 346,429 Acquired lease intangibles 5,861 — — 5,861 865 — 39,090 39,955 Right of use assets, net — — — — — — 927 927 Total net real estate assets 81,167 963 — 82,130 19,816 81,659 356,250 457,725 Receivables and other assets 24 — — 24 234 — 358 592 Total assets acquired 81,191 963 — 82,154 20,050 81,659 356,608 458,317 Secured debt — — — — (5,501) — (40,953) (46,454) Lease liabilities — — — — — — (953) (953) Accrued expenses and other liabilities (532) — — (532) (120) — (8,071) (8,191) Total liabilities acquired (532) — — (532) (5,621) — (49,977) (55,598) Non-cash acquisition related activity (1) (18,141) (710) — (18,851) — — — — Cash disbursed for acquisitions 62,518 253 — 62,771 14,429 81,659 306,631 402,719 Construction in progress additions 165,140 28 83,529 248,697 131,944 4,995 101,609 238,548 Less: Capitalized interest (11,660) — (2,149) (13,809) (7,950) (1,248) (1,137) (10,335) Accruals (2) 2,248 72 (5,445) (3,125) 2,303 — (4,290) (1,987) Cash disbursed for construction in progress 155,728 100 75,935 231,763 126,297 3,747 96,182 226,226 Capital improvements to existing properties 104,812 6,064 21,633 132,509 69,783 4,427 17,129 91,339 Total cash invested in real property, net of cash acquired $ 323,058 $ 6,417 $ 97,568 $ 427,043 $ 210,509 $ 89,833 $ 419,942 $ 720,284 (1) Primarily relates to the acquisition of assets previously financed as real estate loans receivable. (2) R epresents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period. Affinity Living Communities ("Affinity") Acquisition In February 2024, we entered into a definitive agreement to acquire 25 Seniors Housing Operating properties for a total purchase price of $969 million, which will be managed under the Affinity brand. The transaction is expected to close in the second quarter of 2024 and will be funded through a combination of cash and the assumption of $523 million of secured debt, subject to customary closing conditions and lender consents. 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, 2024 March 31, 2023 Development projects: Seniors Housing Operating $ 88,680 $ 26,712 Outpatient Medical 91,248 9,351 Total development projects 179,928 36,063 Expansion projects 3,083 17,245 Total construction in progress conversions $ 183,011 $ 53,308 |
Real Estate Intangibles
Real Estate Intangibles | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Real Estate Intangibles | Real Estate Intangibles The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands): March 31, 2024 December 31, 2023 Assets: In place lease intangibles $ 1,988,594 $ 2,001,827 Above market tenant leases 66,663 66,663 Lease commissions 103,658 97,980 Gross historical cost 2,158,915 2,166,470 Accumulated amortization (1,682,328) (1,651,656) Net book value $ 476,587 $ 514,814 Liabilities: Below market tenant leases $ 70,364 $ 70,364 Accumulated amortization (49,162) (47,939) Net book value $ 21,202 $ 22,425 The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Rental income related to (above)/below market tenant leases, net $ (31) $ 45 Amortization related to in place lease intangibles and lease commissions (46,791) (56,151) |
Dispositions, Real Property Hel
Dispositions, Real Property Held for Sale and Impairment | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, 21 Seniors Housing Operating properties, one Triple-net property, and four Outpatient Medical properties with an aggregate real estate balance of $ 422,225,000 were classified as held for sale. In addition to the real property balances, secured debt balances of $171,292,000 and net other assets and (liabilities) of $21,925,000 are included in the Consolidated Balance Sheets related to the held for sale properties. Expected gross sales proceeds related to the held for sale properties are approximately $611,468,000, which includes non-cash consideration relating to 14 Canadian Revera properties discussed below. During the three months ended March 31, 2024, we entered into a definitive agreement and subsequently closed on the sale of four Seniors Housing Operating properties. In conjunction with this transaction, an impairment charge of $23,795,000 was recognized related to two properties. Additionally, we recorded $15,584,000 of impairment charges related to six Seniors Housing Operating properties classified as held for sale and not yet sold as of March 31, 2024 for which the carrying value exceeded the estimated fair value less costs to sell. Impairment charges of $3,952,000 related to two Seniors Housing Operating properties classified as held for use for which the carrying value exceeded the estimated fair value were also recognized. Dur ing the three months ended March 31, 2023, we recorded $12,629,000 of impairment charges related to three Seniors Housing Operating properties classified as held for sale for which the carrying value exceeded the estimated fair value less costs to sell, and one Seniors Housing Operating property classified as held for use for which the carrying value exceeded the estimated fair value. 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. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of March 31, 2024 of $(37,190,000) and $(14,525,000) for the three months ended March 31, 2024 and 2023, respectively. The following is a summary of our real property disposition activity for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Real estate dispositions: Seniors Housing Operating (1) $ 39,985 $ 18,572 Triple-net — 2,028 Total dispositions 39,985 20,600 Gain (loss) on real estate dispositions, net 4,707 747 Net other assets/(liabilities) disposed 142 311 Cash proceeds from real estate dispositions $ 44,834 $ 21,658 (1) Dispositions occurring in the three months ended March 31, 2024 include the disposition of an unconsolidated equity method investment that owned six properties. Strategic Dissolution of Revera Joint Ventures During the quarter ended June 30, 2023, we entered into definitive agreements to dissolve our existing Revera joint venture relationships across the U.S., U.K. and Canada. The transactions include acquiring the remaining interests in 110 properties from Revera, while simultaneously selling interests in 31 properties to Revera. In June 2023, we closed the U.K. portfolio portion of the transaction through the acquisition of the remaining ownership interest in 29 properties previously held in two separate consolidated joint venture structures in which we owned 75% and 90% of the interests in exchange for the disposition to Revera of our interests in four properties. In addition, we received cash from Revera of $107,341,000 relating to the net settlement of loans previously made to the joint ventures. Operations for the 29 retained properties were transitioned to Avery Healthcare. Total proceeds related to the four properties disposed were $222,521,000, which included non-cash consideration from Revera of $241,728,000, comprised of the fair value of interests received by us of $198,837,000 and an allocation of Revera's noncontrolling interests of $42,891,000, partially offset by $9,049,000 of transaction-related expenses as well as the $10,158,000 of cash paid to equalize the value exchanged between the parties. We disposed of net real property owned of $224,208,000, resulting in a loss of $1,687,000 recognized within gain (loss) on real estate dispositions, net within our Consolidated Statements of Comprehensive Income. Consideration transferred to acquire the additional interests in the 29 properties was comprised of the fair value of interests transferred by us of $198,837,000 and $5,776,000 of cash paid for transaction-related expenses. We derecognized $180,497,000 of noncontrolling interests and $22,270,000 of liabilities previously due to Revera with an adjustment of $1,846,000 recognized in capital in excess of par value. We closed the portion of the transactions predominantly related to the U.S. portfolio during the third quarter of 2023 through (i) the acquisition of the remaining interests in ten properties currently under development or recently developed by Sunrise Senior Living that were previously held within an equity method joint venture owned 34% by us and 66% by Revera, (ii) the disposition of our minority interests in 12 U.S. properties and one Canadian development project and (iii) the disposition of our 34% interest in the Sunrise Senior Living management company. We recorded net real estate investments of $479,525,000 related to the ten acquired and now consolidated properties, which was comprised of $31,456,000 of cash consideration and $448,069,000 of non-cash consideration. Non-cash consideration primarily includes $270,486,000 of assumed mortgage debt secured by the acquired properties, which was subsequently repaid in full by us immediately following the transaction, $47,734,000 of carryover investment from our prior 34% equity method ownership interest and $119,258,000 of fair value interests in the 13 properties transferred by us to Revera. We also derecognized $56,905,000 of equity method investments related to the 13 properties retained by Revera and recorded a gain on real estate dispositions of $62,075,000. In conjunction with this transaction, operations for two of the now wholly-owned properties, along with operations for 26 existing wholly-owned properties, transitioned to Oakmont Management Group. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. The components of lease expense were as follows for the periods presented (in thousands): Three Months Ended Classification March 31, 2024 March 31, 2023 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,693 $ 5,520 Non-real estate investment lease expense General and administrative expenses 1,454 1,863 Finance lease cost: Amortization of leased assets Property operating expenses 1,028 2,284 Interest on lease liabilities Interest expense 651 1,427 Sublease income Rental income — (2,950) Total $ 8,826 $ 8,144 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification March 31, 2024 December 31, 2023 Right of use assets: Operating leases - real estate Right of use assets, net $ 280,941 $ 283,293 Finance leases - real estate Right of use assets, net 67,951 67,676 Real estate right of use assets, net 348,892 350,969 Operating leases - non-real estate investments Receivables and other assets 10,360 11,338 Total right of use assets, net $ 359,252 $ 362,307 Lease liabilities: Operating leases $ 300,779 $ 303,553 Finance leases 80,541 79,677 Total $ 381,320 $ 383,230 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, 2024, we wrote-off previously recognized straight-line rent receivable balances of $9,356,000 through a reduction of rental income, which relate to leases for which the collection of substantially all contractual lease payments was no longer probable. Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2024, we recognized $417,652,000 of rental income related to operating leases, of which $56,228,000 was for variable lease payments that 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, 2023, we recognized $384,059,000 of rental income related to operating leases, of which $53,794,000 was for variable lease payments. For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $130,565,000 and $108,915,000 for the three months ended March 31, 2024 and 2023, respectively. |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. The components of lease expense were as follows for the periods presented (in thousands): Three Months Ended Classification March 31, 2024 March 31, 2023 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,693 $ 5,520 Non-real estate investment lease expense General and administrative expenses 1,454 1,863 Finance lease cost: Amortization of leased assets Property operating expenses 1,028 2,284 Interest on lease liabilities Interest expense 651 1,427 Sublease income Rental income — (2,950) Total $ 8,826 $ 8,144 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification March 31, 2024 December 31, 2023 Right of use assets: Operating leases - real estate Right of use assets, net $ 280,941 $ 283,293 Finance leases - real estate Right of use assets, net 67,951 67,676 Real estate right of use assets, net 348,892 350,969 Operating leases - non-real estate investments Receivables and other assets 10,360 11,338 Total right of use assets, net $ 359,252 $ 362,307 Lease liabilities: Operating leases $ 300,779 $ 303,553 Finance leases 80,541 79,677 Total $ 381,320 $ 383,230 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, 2024, we wrote-off previously recognized straight-line rent receivable balances of $9,356,000 through a reduction of rental income, which relate to leases for which the collection of substantially all contractual lease payments was no longer probable. Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2024, we recognized $417,652,000 of rental income related to operating leases, of which $56,228,000 was for variable lease payments that 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, 2023, we recognized $384,059,000 of rental income related to operating leases, of which $53,794,000 was for variable lease payments. For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $130,565,000 and $108,915,000 for the three months ended March 31, 2024 and 2023, respectively. |
Leases | Leases We lease land, buildings, office space and certain equipment. Many of our leases include a renewal option to extend the term from one to 25 years or more. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. The components of lease expense were as follows for the periods presented (in thousands): Three Months Ended Classification March 31, 2024 March 31, 2023 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,693 $ 5,520 Non-real estate investment lease expense General and administrative expenses 1,454 1,863 Finance lease cost: Amortization of leased assets Property operating expenses 1,028 2,284 Interest on lease liabilities Interest expense 651 1,427 Sublease income Rental income — (2,950) Total $ 8,826 $ 8,144 (1) Includes short-term leases which are immaterial. Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification March 31, 2024 December 31, 2023 Right of use assets: Operating leases - real estate Right of use assets, net $ 280,941 $ 283,293 Finance leases - real estate Right of use assets, net 67,951 67,676 Real estate right of use assets, net 348,892 350,969 Operating leases - non-real estate investments Receivables and other assets 10,360 11,338 Total right of use assets, net $ 359,252 $ 362,307 Lease liabilities: Operating leases $ 300,779 $ 303,553 Finance leases 80,541 79,677 Total $ 381,320 $ 383,230 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, 2024, we wrote-off previously recognized straight-line rent receivable balances of $9,356,000 through a reduction of rental income, which relate to leases for which the collection of substantially all contractual lease payments was no longer probable. Leases in our Triple-net and Outpatient Medical portfolios recognized under ASC 842, "Leases" (ASC 842), typically include some form of operating expense reimbursement by the tenant. For the three months ended March 31, 2024, we recognized $417,652,000 of rental income related to operating leases, of which $56,228,000 was for variable lease payments that 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, 2023, we recognized $384,059,000 of rental income related to operating leases, of which $53,794,000 was for variable lease payments. For the majority of our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and as such, resident agreements are accounted for under ASC 606, "Revenue from Contracts with Customers." Within that reportable segment, we also recognize revenue from residential seniors apartment leases in accordance with ASC 842. The amount of revenue related to these leases was $130,565,000 and $108,915,000 for the three months ended March 31, 2024 and 2023, respectively. |
Loans Receivable
Loans Receivable | 3 Months Ended |
Mar. 31, 2024 | |
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. 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, as well as 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 $32,027,000 an d $31,798,000 as of March 31, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Mortgage loans $ 1,067,042 $ 1,057,516 Other real estate loans 381,347 324,660 Allowance for credit losses on real estate loans receivable (22,295) (20,589) Real estate loans receivable, net of credit allowance 1,426,094 1,361,587 Non-real estate loans 510,433 503,993 Allowance for credit losses on non-real estate loans receivable (171,971) (173,874) Non-real estate loans receivable, net of credit allowance 338,462 330,119 Total loans receivable, net of credit allowance $ 1,764,556 $ 1,691,706 The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Advances on loans receivable $ 116,789 $ 54,831 Less: Receipts on loans receivable 36,472 15,592 Net cash advances (receipts) on loans receivable $ 80,317 $ 39,239 The allowance for credit losses 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, 2024 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2023 $ 196,210 $ (169,808) $ 26,402 6 Collective loan pool 2010 - 2019 224,831 (3,094) 221,737 16 Collective loan pool 2020 33,300 (458) 32,842 5 Collective loan pool 2021 878,336 (12,288) 866,048 10 Collective loan pool 2022 128,613 (1,770) 126,843 18 Collective loan pool 2023 384,429 (5,291) 379,138 17 Collective loan pool 2024 113,103 (1,557) 111,546 8 Total loans $ 1,958,822 $ (194,266) $ 1,764,556 80 During the three months ended March 31, 2024, certain secured and unsecured indebtedness payable by Genesis HealthCare ("Genesis") to us, which has a carrying value of $197,010,000, was modified to extend the maturity date to June 28, 2024, with no other changes to the terms. The total allowance for credit losses balance is deemed sufficient to absorb expected losses relating to our loan portfolio. 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, 2024 March 31, 2023 Balance at beginning of period $ 194,463 $ 164,249 Provision for loan losses, net (1) 1,014 777 Purchased deteriorated loan — 19,077 Loan write-offs (1,088) — Foreign currency translation (123) 215 Balance at end of period $ 194,266 $ 184,318 (1) Excludes the provision for loan loss on held-to-maturity debt securities. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2024 | |
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. Our share of the results of operations for these properties has 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, 2024 December 31, 2023 Seniors Housing Operating 10% to 95% $ 1,334,405 $ 1,248,774 Triple-net 10% to 88% 141,117 147,679 Outpatient Medical 15% to 50% 244,124 240,078 Total $ 1,719,646 $ 1,636,531 (1) As of March 31, 2024 and includes ownership of investments classified as liabilities and excludes ownership of in substance real estate. At March 31, 2024, the aggregate unamortized basis difference of our joint venture investments of $143,926,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities. We have made l oans related to 26 properties as of March 31, 2024 for the development and construction of certain properties that have a carrying value of $870,375,000. We believe that such borrowers typically represent variable interest entities ("VIE" or "VIEs") in accordance with ASC 810, "Consolidation." VIEs are required to be consolidated by their primary beneficiary, which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the primary beneficiary of such borrowers, therefore, the loan arrangements were assessed based on, among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower's equity in the project. Based on these assessments, the arrangements have been classified as in substance real estate investments. We are obligated to fund an additional $208,631,000 rela ted to these investments. |
Credit Concentration
Credit Concentration | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Cogir Management Corporation 120 $ 58,003 8% Integra Healthcare Properties 147 53,838 7% Sunrise Senior Living 88 40,674 5% Avery Healthcare 84 34,994 5% Oakmont Management Group 64 29,491 4% Remaining portfolio 1,400 545,828 71% Totals 1,903 $ 762,828 100% (1) Cogir Management Corporation, Sunrise Senior Living and Oakmont Management Group are in our Seniors Housing Operating segment. Integra Healthcare Properties is in our Triple-net segment. Avery Healthcare operates assets in both our Seniors Housing Operating and Triple-net segments. (2) NOI with our top five relationships comprised 26% of total NOI for the year ended December 31, 2023. |
Borrowings Under Credit Facilit
Borrowings Under Credit Facilities and Commercial Paper Program | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facilities and Commercial Paper Program | Borrowings Under Credit Facilities and Commercial Paper Program At March 31, 2024, we had a primary unsecured credit facility with a consortium of 31 banks that included a $4,000,000,000 unsecured revolving credit facility, a $1,000,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. The unsecured revolving credit facility is comprised of a $1,000,000,000 tranche that matures on June 4, 2026 (none outstanding at March 31, 2024) and a $3,000,000,000 tranche that matures on June 4, 2025 (none outstanding at March 31, 2024). The term credit facilities mature on July 19, 2026. Each tranche of the revolving facility and term loans may be extended for two successive terms of six months at our option. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $1,000,000,000 unsecured term credit facility by up to an additional $1,250,000,000, 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, 2024). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over the secured overnight financing rate ("SOFR") interest rate. Based on our current credit ratings, the loans under the unsecured revolving credit facility currently bear interest at 0.775% over the adjusted SOFR rate at March 31, 2024. 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, 2024. Under the terms of ou r commercial paper 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, 2024). 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, 2024 2023 Balance outstanding at quarter end $ — $ — Maximum amount outstanding at any month end $ — $ 205,000 Average amount outstanding (total of daily principal balances divided by days in period) $ — $ 65,833 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) — % 5.05 % |
Senior Unsecured Notes and Secu
Senior Unsecured Notes and Secured Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Senior Unsecured Notes and Secured Debt | Senior Unsecured Notes and Secured Debt At March 31, 2024, the annual principal payments due on our debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (3) Totals 2024 $ — $ 307,236 $ 307,236 2025 1,260,000 379,484 1,639,484 2026 700,000 152,652 852,652 2027 (4,5) 1,906,204 206,191 2,112,395 2028 (6) 2,480,035 105,956 2,585,991 Thereafter (7) 5,981,850 919,257 6,901,107 Total principal balance 12,328,089 2,070,776 14,398,865 Unamortized discounts and premiums, net (25,740) — (25,740) Unamortized debt issuance costs, net (68,869) (19,014) (87,883) Fair value adjustments and other, net (61,567) (18,530) (80,097) Total carrying value of debt $ 12,171,913 $ 2,033,232 $ 14,205,145 (1) Annual interest rates range from 2.05% to 6.50%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 3.94% and 4.06% as of March 31, 2024 and March 31, 2023, respectively. (2) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly-owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP. (3) Annual interest rates range from 1.25% to 8.13%. The ending weighted average interest rate, after considering the effects of interest rate swaps and caps, was 4.62% and 4.55% as of March 31, 2024 and March 31, 2023, respectively. Gross real property value of the properties securing the debt totaled $5,432,108,000 at March 31, 2024. (4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $184,638,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2024). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (6.28% at March 31, 2024) and Canadian Dealer Offered Rate plus 0.85% (6.14% at March 31, 2024), respectively. (5) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $221,566,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2024). (6) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $695,035,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2024). (7) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $631,850,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2024). The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands): Three Months Ended March 31, 2024 March 31, 2023 Beginning balance $ 13,699,619 $ 12,584,529 Debt extinguished (1,350,000) — Foreign currency (21,530) 30,870 Ending balance $ 12,328,089 $ 12,615,399 Welltower, the parent entity that consolidates Welltower OP and all other subsidiaries, fully and unconditionally guarantees to each holder of all series of senior unsecured notes issued by Welltower OP that the principal of and premium, if any, and interest on the notes will be promptly paid in full when due, whether at the applicable maturity date, by acceleration or redemption or otherwise, and interest on the overdue principal of and interest on the notes, if any, if lawful, and all other obligations of Welltower OP to the holders of the notes will be promptly paid in full or performed. Welltower’s guarantees of such notes are its senior unsecured obligation and rank equally with all of Welltower’s other future unsecured senior indebtedness and guarantees from time to time outstanding. Welltower’s guarantees of such notes are effectively subordinated to all liabilities of its subsidiaries and to its secured indebtedness to the extent of the assets securing such indebtedness. Because Welltower conducts substantially all of its business through its subsidiaries, Welltower's ability to make required payments with respect to the guarantees depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries, whether by dividends, loans, distributions or other payments. 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, subject to certain contractual restrictions, 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. Exchangeable Senior Unsecured Notes In May 2023, Welltower OP issued $1,035,000,000 aggregate principal amount of 2.75% exchangeable senior unsecured notes maturing May 15, 2028 (the "Exchangeable Notes") unless earlier exchanged, purchased or redeemed. The Exchangeable Notes will pay interest semi-annually in arrears on May 15 and November 15 of each year. We recognized contractual interest expense on the Exchangeable Notes of approximately $ 7,116,000 for the three months ended March 31, 2024. Additionally, amortization of related issuance costs for the three months ended March 31, 2024 were $ 1,165,000 . Unamortized issuance costs were $ 19,125,000 as of March 31, 2024 and $20,245,000 as of December 31, 2023. The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2024 March 31, 2023 Beginning balance $ 2,222,445 $ 2,129,954 Debt issued 1,379 362,900 Debt assumed — 53,223 Debt extinguished (120,946) (24,631) Principal payments (11,887) (14,942) Foreign currency (20,215) 304 Ending balance $ 2,070,776 $ 2,506,808 Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of March 31, 2024, we were in compliance in all material respects with all of the covenants under our debt agreements. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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. Cash Flow Hedges and Fair Value 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 are used to hedge the variable cash flows associated with variable-rate debt. Interest rate swaps designated as fair value hedges involve the receipt of fixed amounts from a counterparty in exchange for our variable-rate payments. These interest rate swap agreements hedge the exposure to changes in the fair value of fixed-rate debt attributable to changes in the designated benchmark interest rate. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in earnings. We record the gain or loss on the hedged items in interest expense, the same line item as the offsetting loss or gain on the related interest rate swaps. In March 2022, we entered into a $550,000,000 fixed to floating swap in connection with our March 2022 senior note issuance. This swap was terminated in January 2024 resulting in a loss of $(59,555,000). As of March 31, 2024, the unamortized loss amount was $(58,066,000). In January 2024, we entered into a $550,000,000 forward-starting fixed to floating swap which converts a portion of cash flows on our $750,000,000 2.8% senior unsecured notes to floating rate. The swap is effective beginning in June 2025 and matures in December 2030. As of March 31, 2024, the carrying amount of the notes, exclusive of the hedge, is $742,892,000. The fair value of the swap as of March 31, 2024 was $(3,501,000) and was recorded as a derivative liability with an offset to senior unsecured notes on our Consolidated Balance Sheets. 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 earnings over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately recognized in the Consolidated Statements of Comprehensive Income. Approximately $2,562,000 of losses, which are included in other comprehensive income ("OCI"), are expected to be reclassified into earnings in the next 12 months. Cash flows from derivatives accounted for as a fair value or cash flow hedge are classified in the same category as the cash flows from the items being hedged in the Consolidated Statement of Cash Flows. 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. During the three months ended March 31, 2024 and 2023, we settled certain net investment hedges generating cash proceeds of $608,000 and $1,994,000, respectively. The balance of the cumulative translation adjustment will be reclassified to earnings if the hedged investment is sold or substantially liquidated. Derivative Contracts Undesignated We use foreign currency exchange contracts to manage existing exposures to foreign currency exchange risk. Gains and losses resulting from the changes in fair value of these instruments are recorded in interest expense on the Consolidated Statements of Comprehensive Income and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures. Equity Warrants We received equity warrants through our lending activities, which were accounted for as loan origination fees. The warrants provide us the right to participate in the capital appreciation of the underlying HC-One Group real estate portfolio above a designated price upon liquidation and contain net settlement terms qualifying as derivatives under ASC Topic 815. The warrants are classified within receivables and other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within loss (gain) on derivatives and financial instruments in our Consolidated Statements of Comprehensive Income. The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands): March 31, 2024 December 31, 2023 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 2,600,000 $ 2,025,000 Denominated in Pound Sterling £ 1,660,708 £ 1,660,708 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 and caps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 522,601 $ 872,601 Interest rate swaps designated as fair value hedges: Denominated in U.S Dollars $ 550,000 $ 550,000 Derivative instruments not designated: Foreign currency exchange contracts denominated in Canadian Dollars $ 80,000 $ 80,000 (1) At March 31, 2024, the maximum maturity date was September 1, 2028. 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 2024 2023 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 4,818 $ 4,619 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ 1,301 $ (254) Gain (loss) on equity warrants recognized in income Gain (loss) on derivatives and financial instruments, net $ 3,054 $ (885) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 60,615 $ (69,738) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At March 31, 2024, we ha d 23 outstanding letter of credit obligations totaling $51,922,000 and expiring between 2024 and 2025. At March 31, 2024, we had outstanding construction in progress of $1,342,410,000 and were committed to providing additional funds of approximately $859,450,000 to complete construction. Additionally, at March 31, 2024, we had outstanding investments classified as in substance real estate of $870,375,000 and were committed to provide additional funds of $208,631,000 (see Note 8 for additional information). Purchase obligations at March 31, 2024 also include $34,926,000 of contingent purchase obligations to fund capital improvements. Rents due from the tenants are increased to reflect the additional investment in the property. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The following is a summary of our stockholders’ equity capital accounts as of the dates indicated: March 31, 2024 December 31, 2023 Preferred Stock, $1.00 par value: 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 592,731,080 566,001,632 Outstanding shares 590,934,192 564,241,181 Common Stock In February 2024, we entered into an equity distribution agreement whereby we can offer and sell up to $3,500,000,000 aggregate amount of our common stock ("ATM Program"). Our prior equity distribution agreement dated August 1, 2023, allowing us to sell up to $4,000,000,000 aggregate amount of our common stock, was terminated as a result. The ATM Program also allows us to enter into forward sale agreements (none outstanding at March 31, 2024). As of March 31, 2024, we had $1,519,557,000 of remaining capacity under the ATM Program. During April 2024, we sold 6,497,030 shares of common stock under our ATM Program. The following is a summary of our common stock issuances during the three months ended March 31, 2024 and 2023 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2023 ATM Program issuances 5,603,161 $ 73.74 $ 413,157 $ 411,032 2023 Redemption of OP Units and DownREIT Units 271,997 — — 2023 Stock incentive plans, net of forfeitures (89,579) — — 2023 Totals 5,785,579 $ 413,157 $ 411,032 2024 Option exercises 122 $ 73.77 $ 9 $ 9 2024 ATM Program issuances 26,611,694 91.22 2,427,464 2,416,475 2024 Redemption of OP Units and DownREIT Units 19,129 — — 2024 Stock incentive plans, net of forfeitures 62,066 — — 2024 Totals 26,693,011 $ 2,427,473 $ 2,416,484 Dividends The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2024 March 31, 2023 Per Share Amount Per Share Amount Common stock $ 0.61 $ 352,529 $ 0.61 $ 301,829 Accumulated Other Comprehensive Income The following is a summary of accumulated other comprehensive income (loss) as of the dates presented (in thousands): March 31, 2024 December 31, 2023 Foreign currency translation $ (991,967) $ (913,675) Derivative and financial instruments designated as hedges 811,130 750,515 Total accumulated other comprehensive income (loss) $ (180,837) $ (163,160) |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans In March 2022, our Board of Directors approved the 2022 Long-Term Incentive Plan ("2022 Plan"), which authorizes up to 10,000,000 shares of common stock or units to be issued at the discretion of the Compensation Committee of the Board of Directors. Awards granted after March 28, 2022 are issued out of the 2022 Plan. The awards granted under the 2016 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2022 Plan. The 2022 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock units, deferred stock units, performance units and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted stock units generally range from three |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 127,146 $ 25,673 Adjustment for net income (loss) attributable to OP Units and DownREIT Units (325) (10) Numerator for diluted earnings per share $ 126,821 $ 25,663 Denominator for basic earnings per share - weighted average shares 574,049 492,061 Effect of dilutive securities: Employee stock options 69 4 Non-vested restricted shares and units 1,061 613 OP Units and DownREIT Units 2,329 1,786 Employee stock purchase program 22 30 Dilutive potential common shares 3,481 2,433 Denominator for diluted earnings per share - adjusted weighted average shares 577,530 494,494 Basic earnings per share $ 0.22 $ 0.05 Diluted earnings per share $ 0.22 $ 0.05 |
Disclosure about Fair Value of
Disclosure about Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 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 Warrants — The fair value of equity warrants is estimated using Level 3 inputs and includes data points such as enterprise value of the underlying HC-One Group real estate portfolio, marketability discount for private company warrants, dividend yield, volatility and risk-free rate. The enterprise value is driven by projected cash flows, weighted average cost of capital and a terminal capitalization rate. 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 is 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 Level 2 observable market data, including yield curves and foreign exchange rates. Redeemable DownREIT Unitholder Interests — Our redeemable DownREIT 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 DownREIT 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, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 1,052,156 $ 1,080,321 $ 1,043,252 $ 1,105,260 Other real estate loans receivable 373,938 384,721 318,335 319,905 Cash and cash equivalents 2,388,488 2,388,488 1,993,646 1,993,646 Restricted cash 89,847 89,847 82,437 82,437 Non-real estate loans receivable 338,462 324,132 330,119 312,985 Foreign currency forward contracts, interest rate swaps and cross currency swaps 50,127 50,127 37,118 37,118 Equity warrants 38,511 38,511 35,772 35,772 Financial liabilities: Senior unsecured notes $ 12,171,913 $ 11,787,206 $ 13,552,222 $ 13,249,247 Secured debt 2,033,232 1,986,736 2,183,327 2,144,059 Foreign currency forward contracts, interest rate swaps and cross currency swaps 19,261 19,261 96,023 96,023 Redeemable DownREIT Unitholder interests $ 80,754 $ 80,754 $ 77,928 $ 77,928 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, 2024 Total Level 1 Level 2 Level 3 Equity warrants $ 38,511 $ — $ — $ 38,511 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 30,866 — 30,866 — Totals $ 69,377 $ — $ 30,866 $ 38,511 (1) Please see Note 12 for additional information. The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Beginning balance $ 35,772 $ 30,436 Mark-to-market adjustment 3,054 (885) Foreign currency (315) 718 Ending balance $ 38,511 $ 30,269 The most significant assumptions utilized in the valuation of the equity warrants are the cash flows of the underlying HC-One Group enterprise, as well as the terminal capitalization rate which was 10.0% and 10.5% at March 31, 2024 and 2023, respectively. Items Measured at Fair Value on a Nonrecurring Basis In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired, exchanged or assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of loans receivable) are also measured at fair value on a nonrecurring basis. We have determined that the fair value measurements included in each of these assets and liabilities rely primarily on company-specific inputs and our assumptions about the use of the assets and settlement of liabilities, as observable inputs are not available. As such, we have determined that each of these fair value measurements generally resides within Level 3 of the fair value hierarchy. We estimate the fair value of real estate and related intangibles using the income approach and unobservable data such as net operating income and estimated capitalization and discount rates. We also consider local and national industry market data including comparable sales, and commonly engage an external real estate appraiser to assist us in our estimation of fair value. We estimate the fair value of assets held for sale based on current sales price expectations or, in the absence of such price expectations, Level 3 inputs described above. We estimate the fair value of loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral. We estimate the fair value of secured debt assumed in asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
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 generally 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 cash investments recorded in 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, 2023). 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, 2024 Seniors Housing Operating Triple-net Outpatient Medical Non-segment/Corporate Total Resident fees and services $ 1,360,274 $ — $ — $ — $ 1,360,274 Rental income — 221,744 195,908 — 417,652 Interest income 5,023 46,789 852 — 52,664 Other income 1,463 1,199 2,402 24,087 29,151 Total revenues 1,366,760 269,732 199,162 24,087 1,859,741 Property operating expenses 1,019,347 10,817 62,463 4,286 1,096,913 Consolidated net operating income (loss) 347,413 258,915 136,699 19,801 762,828 Depreciation and amortization 236,796 62,535 66,532 — 365,863 Interest expense 11,186 358 1,718 134,056 147,318 General and administrative expenses — — — 53,318 53,318 Loss (gain) on derivatives and financial instruments, net — (3,054) — — (3,054) Loss (gain) on extinguishment of debt, net 6 — — — 6 Provision for loan losses, net 1,568 (567) 13 — 1,014 Impairment of assets 43,331 — — — 43,331 Other expenses 8,757 1,205 609 3,560 14,131 Income (loss) from continuing operations before income taxes and other items 45,769 198,438 67,827 (171,133) 140,901 Income tax (expense) benefit — — — (6,191) (6,191) Income (loss) from unconsolidated entities (4,267) (3,153) (363) — (7,783) Gain (loss) on real estate dispositions, net 4,602 26 79 — 4,707 Income (loss) from continuing operations 46,104 195,311 67,543 (177,324) 131,634 Net income (loss) $ 46,104 $ 195,311 $ 67,543 $ (177,324) $ 131,634 Total assets $ 25,009,470 $ 9,883,758 $ 7,414,657 $ 2,245,700 $ 44,553,585 Three Months Ended March 31, 2023 Seniors Housing Operating Triple-net Outpatient Medical Non-segment/Corporate Total Resident fees and services $ 1,131,685 $ — $ — $ — $ 1,131,685 Rental income — 202,419 181,640 — 384,059 Interest income 2,551 33,763 91 — 36,405 Other income 2,445 1,883 3,100 1,152 8,580 Total revenues 1,136,681 238,065 184,831 1,152 1,560,729 Property operating expenses 883,784 11,723 58,365 3,881 957,753 Consolidated net operating income (loss) 252,897 226,342 126,466 (2,729) 602,976 Depreciation and amortization 220,407 54,528 64,177 — 339,112 Interest expense 11,487 (15) 4,104 128,827 144,403 General and administrative expenses — — — 44,371 44,371 Loss (gain) on derivatives and financial instruments, net — 930 — — 930 Loss (gain) on extinguishment of debt, net — — 5 — 5 Provision for loan losses, net (73) 850 — — 777 Impairment of assets 12,629 — — — 12,629 Other expenses 17,579 2,467 547 2,152 22,745 Income (loss) from continuing operations before income taxes and other items (9,132) 167,582 57,633 (178,079) 38,004 Income tax (expense) benefit — — — (3,045) (3,045) Income (loss) from unconsolidated entities (15,589) 8,432 86 — (7,071) Gain (loss) on real estate dispositions, net 833 520 (606) — 747 Income (loss) from continuing operations (23,888) 176,534 57,113 (181,124) 28,635 Net income (loss) $ (23,888) $ 176,534 $ 57,113 $ (181,124) $ 28,635 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, 2024 March 31, 2023 Revenues: Amount % Amount % United States $ 1,546,896 83.2 % $ 1,296,022 83.0 % United Kingdom 161,508 8.7 % 147,876 9.5 % Canada 151,337 8.1 % 116,831 7.5 % Total $ 1,859,741 100.0 % $ 1,560,729 100.0 % Three Months Ended March 31, 2024 March 31, 2023 Resident Fees and Services: Amount % Amount % United States $ 1,097,339 80.7 % $ 908,944 80.4 % United Kingdom 116,879 8.6 % 109,012 9.6 % Canada 146,056 10.7 % 113,729 10.0 % Total $ 1,360,274 100.0 % $ 1,131,685 100.0 % As of March 31, 2024 December 31, 2023 Assets: Amount % Amount % United States $ 37,428,967 84.0 % $ 36,929,186 83.9 % United Kingdom 3,526,025 7.9 % 3,587,230 8.2 % Canada 3,598,593 8.1 % 3,495,750 7.9 % Total $ 44,553,585 100.0 % $ 44,012,166 100.0 % |
Income Taxes and Distributions
Income Taxes and Distributions | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 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. The Organization for Economic Co-operation and Development has proposed a global minimum tax of 15% of reported profits ("Pillar 2") that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws and will continue to do so in 2024. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2 which may result in variation in the application of the model rules and timelines. We continue to evaluate the potential consequences of Pillar 2 on our longer-term financial position. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities We have entered into joint ventures and have certain subsidiaries that are either wholly owned by us or by consolidated joint ventures which own real estate investments and are deemed to be VIEs. Our VIEs primarily hold real estate assets within our Seniors Housing Operating and Triple-net portfolios, the nature and risk of which are consistent with our overall portfolio. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the entities and the rights to receive residual returns or the obligation to absorb losses arising from the entities. Except for capital contributions associated with the initial entity formations, the entities have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): March 31, 2024 December 31, 2023 Assets: Net real estate investments $ 3,238,405 $ 3,277,741 Cash and cash equivalents 20,675 19,529 Receivables and other assets 56,433 43,513 Total assets (1) $ 3,315,513 $ 3,340,783 Liabilities and equity: Secured debt $ 66,703 $ 76,507 Lease liabilities 2,538 2,539 Accrued expenses and other liabilities 15,260 13,850 Total equity 3,231,012 3,247,887 Total liabilities and equity $ 3,315,513 $ 3,340,783 (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 and VIE's creditors do not have recourse to Welltower. We recognized revenues from consolidated VIEs in the aggregate of $109,930,000 and $49,784,000 for the three months ended March 31, 2024 and 2023, respectively. In addition, we have certain entities that qualify as unconsolidated VIEs including borrowers of loans receivable and in substance real estate investments. Our maximum exposure on these entities is limited to the net carrying value of the investments. Refer to Note 7 and Note 8 for additional details. |
Accounting Policies and Relat_2
Accounting Policies and Related Matters (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 are not necessarily an indication of the results that may be expected for the year ending December 31, 2024. 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, 2023. |
New Accounting Standards | New Accounting Standards In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")," which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and disclosures. |
Segment Reporting | 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 generally 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 cash investments recorded in 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, 2023). 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. |
Real Property Acquisitions an_2
Real Property Acquisitions and Development (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Summary of Real Property Investment Activity by Segment | The following is a summary of our real property investment activity by segment for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Seniors Housing Operating Triple-net Outpatient Totals Seniors Housing Operating Triple-net Outpatient Totals Land and land improvements $ 26,691 $ 710 $ — $ 27,401 $ 2,517 $ 7,370 $ 60,527 $ 70,414 Buildings and improvements 48,615 253 — 48,868 16,434 74,289 255,706 346,429 Acquired lease intangibles 5,861 — — 5,861 865 — 39,090 39,955 Right of use assets, net — — — — — — 927 927 Total net real estate assets 81,167 963 — 82,130 19,816 81,659 356,250 457,725 Receivables and other assets 24 — — 24 234 — 358 592 Total assets acquired 81,191 963 — 82,154 20,050 81,659 356,608 458,317 Secured debt — — — — (5,501) — (40,953) (46,454) Lease liabilities — — — — — — (953) (953) Accrued expenses and other liabilities (532) — — (532) (120) — (8,071) (8,191) Total liabilities acquired (532) — — (532) (5,621) — (49,977) (55,598) Non-cash acquisition related activity (1) (18,141) (710) — (18,851) — — — — Cash disbursed for acquisitions 62,518 253 — 62,771 14,429 81,659 306,631 402,719 Construction in progress additions 165,140 28 83,529 248,697 131,944 4,995 101,609 238,548 Less: Capitalized interest (11,660) — (2,149) (13,809) (7,950) (1,248) (1,137) (10,335) Accruals (2) 2,248 72 (5,445) (3,125) 2,303 — (4,290) (1,987) Cash disbursed for construction in progress 155,728 100 75,935 231,763 126,297 3,747 96,182 226,226 Capital improvements to existing properties 104,812 6,064 21,633 132,509 69,783 4,427 17,129 91,339 Total cash invested in real property, net of cash acquired $ 323,058 $ 6,417 $ 97,568 $ 427,043 $ 210,509 $ 89,833 $ 419,942 $ 720,284 (1) Primarily relates to the acquisition of assets previously financed as real estate loans receivable. (2) R epresents non-cash accruals for amounts to be paid in future periods for properties that converted, offset 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, 2024 March 31, 2023 Development projects: Seniors Housing Operating $ 88,680 $ 26,712 Outpatient Medical 91,248 9,351 Total development projects 179,928 36,063 Expansion projects 3,083 17,245 Total construction in progress conversions $ 183,011 $ 53,308 |
Real Estate Intangibles (Tables
Real Estate Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Real Estate Intangibles Excluding Those Related to Ground Lease or Classified as Held For Sale | The following is a summary of our real estate intangibles, excluding those related to ground leases or classified as held for sale, as of the dates indicated (dollars in thousands): March 31, 2024 December 31, 2023 Assets: In place lease intangibles $ 1,988,594 $ 2,001,827 Above market tenant leases 66,663 66,663 Lease commissions 103,658 97,980 Gross historical cost 2,158,915 2,166,470 Accumulated amortization (1,682,328) (1,651,656) Net book value $ 476,587 $ 514,814 Liabilities: Below market tenant leases $ 70,364 $ 70,364 Accumulated amortization (49,162) (47,939) Net book value $ 21,202 $ 22,425 |
Summary of Real Estate Intangible Amortization Income (Expense) | The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Rental income related to (above)/below market tenant leases, net $ (31) $ 45 Amortization related to in place lease intangibles and lease commissions (46,791) (56,151) |
Dispositions, Real Property H_2
Dispositions, Real Property Held for Sale and Impairment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 March 31, 2023 Real estate dispositions: Seniors Housing Operating (1) $ 39,985 $ 18,572 Triple-net — 2,028 Total dispositions 39,985 20,600 Gain (loss) on real estate dispositions, net 4,707 747 Net other assets/(liabilities) disposed 142 311 Cash proceeds from real estate dispositions $ 44,834 $ 21,658 (1) Dispositions occurring in the three months ended March 31, 2024 include the disposition of an unconsolidated equity method investment that owned six properties. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows for the periods presented (in thousands): Three Months Ended Classification March 31, 2024 March 31, 2023 Operating lease cost: (1) Real estate lease expense Property operating expenses $ 5,693 $ 5,520 Non-real estate investment lease expense General and administrative expenses 1,454 1,863 Finance lease cost: Amortization of leased assets Property operating expenses 1,028 2,284 Interest on lease liabilities Interest expense 651 1,427 Sublease income Rental income — (2,950) Total $ 8,826 $ 8,144 (1) Includes short-term leases which are immaterial. |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases in which we are the lessee is as follows (in thousands): Classification March 31, 2024 December 31, 2023 Right of use assets: Operating leases - real estate Right of use assets, net $ 280,941 $ 283,293 Finance leases - real estate Right of use assets, net 67,951 67,676 Real estate right of use assets, net 348,892 350,969 Operating leases - non-real estate investments Receivables and other assets 10,360 11,338 Total right of use assets, net $ 359,252 $ 362,307 Lease liabilities: Operating leases $ 300,779 $ 303,553 Finance leases 80,541 79,677 Total $ 381,320 $ 383,230 |
Loans Receivable (Tables)
Loans Receivable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Summary of Real Estate Loans Receivable | The following is a summary of our loans receivable (in thousands): March 31, 2024 December 31, 2023 Mortgage loans $ 1,067,042 $ 1,057,516 Other real estate loans 381,347 324,660 Allowance for credit losses on real estate loans receivable (22,295) (20,589) Real estate loans receivable, net of credit allowance 1,426,094 1,361,587 Non-real estate loans 510,433 503,993 Allowance for credit losses on non-real estate loans receivable (171,971) (173,874) Non-real estate loans receivable, net of credit allowance 338,462 330,119 Total loans receivable, net of credit allowance $ 1,764,556 $ 1,691,706 |
Summary of Real Estate Loan Activity | The following is a summary of our loan activity for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Advances on loans receivable $ 116,789 $ 54,831 Less: Receipts on loans receivable 36,472 15,592 Net cash advances (receipts) on loans receivable $ 80,317 $ 39,239 |
Summary of Financing Receivable, Allowance for Credit Loss | The following is a summary of our loans by credit loss category (in thousands): March 31, 2024 Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans Deteriorated loans 2007 - 2023 $ 196,210 $ (169,808) $ 26,402 6 Collective loan pool 2010 - 2019 224,831 (3,094) 221,737 16 Collective loan pool 2020 33,300 (458) 32,842 5 Collective loan pool 2021 878,336 (12,288) 866,048 10 Collective loan pool 2022 128,613 (1,770) 126,843 18 Collective loan pool 2023 384,429 (5,291) 379,138 17 Collective loan pool 2024 113,103 (1,557) 111,546 8 Total loans $ 1,958,822 $ (194,266) $ 1,764,556 80 Three Months Ended March 31, 2024 March 31, 2023 Balance at beginning of period $ 194,463 $ 164,249 Provision for loan losses, net (1) 1,014 777 Purchased deteriorated loan — 19,077 Loan write-offs (1,088) — Foreign currency translation (123) 215 Balance at end of period $ 194,266 $ 184,318 (1) Excludes the provision for loan loss on held-to-maturity debt securities. |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary of Investments in Unconsolidated Entities | The following is a summary of our investments in unconsolidated entities (dollars in thousands): Percentage Ownership (1) March 31, 2024 December 31, 2023 Seniors Housing Operating 10% to 95% $ 1,334,405 $ 1,248,774 Triple-net 10% to 88% 141,117 147,679 Outpatient Medical 15% to 50% 244,124 240,078 Total $ 1,719,646 $ 1,636,531 (1) As of March 31, 2024 and 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, 2024 | |
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, 2024, excluding our share of NOI in unconsolidated entities (dollars in thousands): Concentration by relationship: (1) Number of Properties Total NOI Percent of NOI (2) Cogir Management Corporation 120 $ 58,003 8% Integra Healthcare Properties 147 53,838 7% Sunrise Senior Living 88 40,674 5% Avery Healthcare 84 34,994 5% Oakmont Management Group 64 29,491 4% Remaining portfolio 1,400 545,828 71% Totals 1,903 $ 762,828 100% (1) Cogir Management Corporation, Sunrise Senior Living and Oakmont Management Group are in our Seniors Housing Operating segment. Integra Healthcare Properties is in our Triple-net segment. Avery Healthcare operates assets in both our Seniors Housing Operating and Triple-net segments. (2) NOI with our top five relationships comprised 26% of total NOI for the year ended December 31, 2023. |
Borrowings Under Credit Facil_2
Borrowings Under Credit Facilities and Commercial Paper Program (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of 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, 2024 2023 Balance outstanding at quarter end $ — $ — Maximum amount outstanding at any month end $ — $ 205,000 Average amount outstanding (total of daily principal balances divided by days in period) $ — $ 65,833 Weighted average interest rate (actual interest expense divided by average borrowings outstanding) — % 5.05 % |
Senior Unsecured Notes and Se_2
Senior Unsecured Notes and Secured Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Annual Principal Payments Due on Debt Obligations | At March 31, 2024, the annual principal payments due on our debt obligations were as follows (in thousands): Senior Unsecured Notes (1,2) Secured Debt (3) Totals 2024 $ — $ 307,236 $ 307,236 2025 1,260,000 379,484 1,639,484 2026 700,000 152,652 852,652 2027 (4,5) 1,906,204 206,191 2,112,395 2028 (6) 2,480,035 105,956 2,585,991 Thereafter (7) 5,981,850 919,257 6,901,107 Total principal balance 12,328,089 2,070,776 14,398,865 Unamortized discounts and premiums, net (25,740) — (25,740) Unamortized debt issuance costs, net (68,869) (19,014) (87,883) Fair value adjustments and other, net (61,567) (18,530) (80,097) Total carrying value of debt $ 12,171,913 $ 2,033,232 $ 14,205,145 (1) Annual interest rates range from 2.05% to 6.50%. The ending weighted average interest rate, after considering the effects of interest rate swaps, was 3.94% and 4.06% as of March 31, 2024 and March 31, 2023, respectively. (2) All senior unsecured notes with the exception of the $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued by Welltower OP and are fully and unconditionally guaranteed by Welltower. The $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 have been issued through private placement by a wholly-owned subsidiary of Welltower OP and are fully and unconditionally guaranteed by Welltower OP. (3) Annual interest rates range from 1.25% to 8.13%. The ending weighted average interest rate, after considering the effects of interest rate swaps and caps, was 4.62% and 4.55% as of March 31, 2024 and March 31, 2023, respectively. Gross real property value of the properties securing the debt totaled $5,432,108,000 at March 31, 2024. (4) Includes a $1,000,000,000 unsecured term loan and a $250,000,000 Canadian-denominated unsecured term loan (approximately $184,638,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2024). Both term loans mature on July 19, 2026 and may be extended for two successive terms of six months at our option. The loans bear interest at adjusted SOFR plus 0.85% (6.28% at March 31, 2024) and Canadian Dealer Offered Rate plus 0.85% (6.14% at March 31, 2024), respectively. (5) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $221,566,000 based on the Canadian/U.S. Dollar exchange rate on March 31, 2024). (6) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $695,035,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2024). (7) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $631,850,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on March 31, 2024). |
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, 2024 March 31, 2023 Beginning balance $ 13,699,619 $ 12,584,529 Debt extinguished (1,350,000) — Foreign currency (21,530) 30,870 Ending balance $ 12,328,089 $ 12,615,399 The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): Three Months Ended March 31, 2024 March 31, 2023 Beginning balance $ 2,222,445 $ 2,129,954 Debt issued 1,379 362,900 Debt assumed — 53,223 Debt extinguished (120,946) (24,631) Principal payments (11,887) (14,942) Foreign currency (20,215) 304 Ending balance $ 2,070,776 $ 2,506,808 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of 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, 2024 December 31, 2023 Derivatives designated as net investment hedges: Denominated in Canadian Dollars $ 2,600,000 $ 2,025,000 Denominated in Pound Sterling £ 1,660,708 £ 1,660,708 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 and caps designated as cash flow hedges: Denominated in U.S Dollars (1) $ 522,601 $ 872,601 Interest rate swaps designated as fair value hedges: Denominated in U.S Dollars $ 550,000 $ 550,000 Derivative instruments not designated: Foreign currency exchange contracts denominated in Canadian Dollars $ 80,000 $ 80,000 (1) |
Summary of 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 2024 2023 Gain (loss) on derivative instruments designated as hedges recognized in income Interest expense $ 4,818 $ 4,619 Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ 1,301 $ (254) Gain (loss) on equity warrants recognized in income Gain (loss) on derivatives and financial instruments, net $ 3,054 $ (885) Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI OCI $ 60,615 $ (69,738) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Preferred Stock, $1.00 par value: 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 592,731,080 566,001,632 Outstanding shares 590,934,192 564,241,181 The following is a summary of our common stock issuances during the three months ended March 31, 2024 and 2023 (dollars in thousands, except shares and average price amounts): Shares Issued Average Price Gross Proceeds Net Proceeds 2023 ATM Program issuances 5,603,161 $ 73.74 $ 413,157 $ 411,032 2023 Redemption of OP Units and DownREIT Units 271,997 — — 2023 Stock incentive plans, net of forfeitures (89,579) — — 2023 Totals 5,785,579 $ 413,157 $ 411,032 2024 Option exercises 122 $ 73.77 $ 9 $ 9 2024 ATM Program issuances 26,611,694 91.22 2,427,464 2,416,475 2024 Redemption of OP Units and DownREIT Units 19,129 — — 2024 Stock incentive plans, net of forfeitures 62,066 — — 2024 Totals 26,693,011 $ 2,427,473 $ 2,416,484 |
Summary of Dividend Payments | The following is a summary of our dividend payments (in thousands, except per share amounts): Three Months Ended March 31, 2024 March 31, 2023 Per Share Amount Per Share Amount Common stock $ 0.61 $ 352,529 $ 0.61 $ 301,829 |
Summary of Accumulated Other Comprehensive Income (Loss) | The following is a summary of accumulated other comprehensive income (loss) as of the dates presented (in thousands): March 31, 2024 December 31, 2023 Foreign currency translation $ (991,967) $ (913,675) Derivative and financial instruments designated as hedges 811,130 750,515 Total accumulated other comprehensive income (loss) $ (180,837) $ (163,160) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of 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, 2024 2023 Numerator for basic earnings per share - net income (loss) attributable to common stockholders $ 127,146 $ 25,673 Adjustment for net income (loss) attributable to OP Units and DownREIT Units (325) (10) Numerator for diluted earnings per share $ 126,821 $ 25,663 Denominator for basic earnings per share - weighted average shares 574,049 492,061 Effect of dilutive securities: Employee stock options 69 4 Non-vested restricted shares and units 1,061 613 OP Units and DownREIT Units 2,329 1,786 Employee stock purchase program 22 30 Dilutive potential common shares 3,481 2,433 Denominator for diluted earnings per share - adjusted weighted average shares 577,530 494,494 Basic earnings per share $ 0.22 $ 0.05 Diluted earnings per share $ 0.22 $ 0.05 |
Disclosure about Fair Value o_2
Disclosure about Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of 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, 2024 December 31, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Mortgage loans receivable $ 1,052,156 $ 1,080,321 $ 1,043,252 $ 1,105,260 Other real estate loans receivable 373,938 384,721 318,335 319,905 Cash and cash equivalents 2,388,488 2,388,488 1,993,646 1,993,646 Restricted cash 89,847 89,847 82,437 82,437 Non-real estate loans receivable 338,462 324,132 330,119 312,985 Foreign currency forward contracts, interest rate swaps and cross currency swaps 50,127 50,127 37,118 37,118 Equity warrants 38,511 38,511 35,772 35,772 Financial liabilities: Senior unsecured notes $ 12,171,913 $ 11,787,206 $ 13,552,222 $ 13,249,247 Secured debt 2,033,232 1,986,736 2,183,327 2,144,059 Foreign currency forward contracts, interest rate swaps and cross currency swaps 19,261 19,261 96,023 96,023 Redeemable DownREIT Unitholder interests $ 80,754 $ 80,754 $ 77,928 $ 77,928 |
Summary of Items Measured at Fair Value on Recurring Basis, Assets | The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of March 31, 2024 Total Level 1 Level 2 Level 3 Equity warrants $ 38,511 $ — $ — $ 38,511 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 30,866 — 30,866 — Totals $ 69,377 $ — $ 30,866 $ 38,511 (1) Please see Note 12 for additional information. |
Summary of Items Measured at Fair Value on Recurring Basis, Liabilities | The following summarizes items measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of March 31, 2024 Total Level 1 Level 2 Level 3 Equity warrants $ 38,511 $ — $ — $ 38,511 Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) (1) 30,866 — 30,866 — Totals $ 69,377 $ — $ 30,866 $ 38,511 (1) Please see Note 12 for additional information. |
Summary of Level 3 Reconciliation | The following table summarizes the change in fair value for equity warrants using unobservable Level 3 inputs for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Beginning balance $ 35,772 $ 30,436 Mark-to-market adjustment 3,054 (885) Foreign currency (315) 718 Ending balance $ 38,511 $ 30,269 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 Seniors Housing Operating Triple-net Outpatient Medical Non-segment/Corporate Total Resident fees and services $ 1,360,274 $ — $ — $ — $ 1,360,274 Rental income — 221,744 195,908 — 417,652 Interest income 5,023 46,789 852 — 52,664 Other income 1,463 1,199 2,402 24,087 29,151 Total revenues 1,366,760 269,732 199,162 24,087 1,859,741 Property operating expenses 1,019,347 10,817 62,463 4,286 1,096,913 Consolidated net operating income (loss) 347,413 258,915 136,699 19,801 762,828 Depreciation and amortization 236,796 62,535 66,532 — 365,863 Interest expense 11,186 358 1,718 134,056 147,318 General and administrative expenses — — — 53,318 53,318 Loss (gain) on derivatives and financial instruments, net — (3,054) — — (3,054) Loss (gain) on extinguishment of debt, net 6 — — — 6 Provision for loan losses, net 1,568 (567) 13 — 1,014 Impairment of assets 43,331 — — — 43,331 Other expenses 8,757 1,205 609 3,560 14,131 Income (loss) from continuing operations before income taxes and other items 45,769 198,438 67,827 (171,133) 140,901 Income tax (expense) benefit — — — (6,191) (6,191) Income (loss) from unconsolidated entities (4,267) (3,153) (363) — (7,783) Gain (loss) on real estate dispositions, net 4,602 26 79 — 4,707 Income (loss) from continuing operations 46,104 195,311 67,543 (177,324) 131,634 Net income (loss) $ 46,104 $ 195,311 $ 67,543 $ (177,324) $ 131,634 Total assets $ 25,009,470 $ 9,883,758 $ 7,414,657 $ 2,245,700 $ 44,553,585 Three Months Ended March 31, 2023 Seniors Housing Operating Triple-net Outpatient Medical Non-segment/Corporate Total Resident fees and services $ 1,131,685 $ — $ — $ — $ 1,131,685 Rental income — 202,419 181,640 — 384,059 Interest income 2,551 33,763 91 — 36,405 Other income 2,445 1,883 3,100 1,152 8,580 Total revenues 1,136,681 238,065 184,831 1,152 1,560,729 Property operating expenses 883,784 11,723 58,365 3,881 957,753 Consolidated net operating income (loss) 252,897 226,342 126,466 (2,729) 602,976 Depreciation and amortization 220,407 54,528 64,177 — 339,112 Interest expense 11,487 (15) 4,104 128,827 144,403 General and administrative expenses — — — 44,371 44,371 Loss (gain) on derivatives and financial instruments, net — 930 — — 930 Loss (gain) on extinguishment of debt, net — — 5 — 5 Provision for loan losses, net (73) 850 — — 777 Impairment of assets 12,629 — — — 12,629 Other expenses 17,579 2,467 547 2,152 22,745 Income (loss) from continuing operations before income taxes and other items (9,132) 167,582 57,633 (178,079) 38,004 Income tax (expense) benefit — — — (3,045) (3,045) Income (loss) from unconsolidated entities (15,589) 8,432 86 — (7,071) Gain (loss) on real estate dispositions, net 833 520 (606) — 747 Income (loss) from continuing operations (23,888) 176,534 57,113 (181,124) 28,635 Net income (loss) $ (23,888) $ 176,534 $ 57,113 $ (181,124) $ 28,635 |
Summary of Geographic Information | The following is a summary of geographic information for the periods presented (dollars in thousands): Three Months Ended March 31, 2024 March 31, 2023 Revenues: Amount % Amount % United States $ 1,546,896 83.2 % $ 1,296,022 83.0 % United Kingdom 161,508 8.7 % 147,876 9.5 % Canada 151,337 8.1 % 116,831 7.5 % Total $ 1,859,741 100.0 % $ 1,560,729 100.0 % Three Months Ended March 31, 2024 March 31, 2023 Resident Fees and Services: Amount % Amount % United States $ 1,097,339 80.7 % $ 908,944 80.4 % United Kingdom 116,879 8.6 % 109,012 9.6 % Canada 146,056 10.7 % 113,729 10.0 % Total $ 1,360,274 100.0 % $ 1,131,685 100.0 % As of March 31, 2024 December 31, 2023 Assets: Amount % Amount % United States $ 37,428,967 84.0 % $ 36,929,186 83.9 % United Kingdom 3,526,025 7.9 % 3,587,230 8.2 % Canada 3,598,593 8.1 % 3,495,750 7.9 % Total $ 44,553,585 100.0 % $ 44,012,166 100.0 % |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Accordingly, such entities have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands): March 31, 2024 December 31, 2023 Assets: Net real estate investments $ 3,238,405 $ 3,277,741 Cash and cash equivalents 20,675 19,529 Receivables and other assets 56,433 43,513 Total assets (1) $ 3,315,513 $ 3,340,783 Liabilities and equity: Secured debt $ 66,703 $ 76,507 Lease liabilities 2,538 2,539 Accrued expenses and other liabilities 15,260 13,850 Total equity 3,231,012 3,247,887 Total liabilities and equity $ 3,315,513 $ 3,340,783 (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 and VIE's creditors do not have recourse to Welltower. |
Business (Details)
Business (Details) - Welltower OP Inc | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Line Items] | |
Weighted average ownership percentage (in percent) | 99.745% |
Ownership percentage by parent (in percent) | 99.726% |
Other Investors | |
Noncontrolling Interest [Line Items] | |
Ownership interest (in percent) | 0.274% |
Real Property Acquisitions an_3
Real Property Acquisitions and Development - Summary of Real Property Investment Activity by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Land and land improvements | $ 27,401 | $ 70,414 |
Buildings and improvements | 48,868 | 346,429 |
Acquired lease intangibles | 5,861 | 39,955 |
Right of use assets, net | 0 | 927 |
Total net real estate assets | 82,130 | 457,725 |
Receivables and other assets | 24 | 592 |
Total assets acquired | 82,154 | 458,317 |
Secured debt | 0 | (46,454) |
Lease liabilities | 0 | (953) |
Accrued expenses and other liabilities | (532) | (8,191) |
Total liabilities acquired | (532) | (55,598) |
Non-cash acquisition related activity | (18,851) | 0 |
Cash disbursed for acquisitions | 62,771 | 402,719 |
Construction in progress additions | 248,697 | 238,548 |
Less: Capitalized interest | (13,809) | (10,335) |
Accruals | (3,125) | (1,987) |
Cash disbursed for construction in progress | 231,763 | 226,226 |
Capital improvements to existing properties | 132,509 | 91,339 |
Total cash invested in real property, net of cash acquired | 427,043 | 720,284 |
Seniors Housing Operating | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 26,691 | 2,517 |
Buildings and improvements | 48,615 | 16,434 |
Acquired lease intangibles | 5,861 | 865 |
Right of use assets, net | 0 | 0 |
Total net real estate assets | 81,167 | 19,816 |
Receivables and other assets | 24 | 234 |
Total assets acquired | 81,191 | 20,050 |
Secured debt | 0 | (5,501) |
Lease liabilities | 0 | 0 |
Accrued expenses and other liabilities | (532) | (120) |
Total liabilities acquired | (532) | (5,621) |
Non-cash acquisition related activity | (18,141) | 0 |
Cash disbursed for acquisitions | 62,518 | 14,429 |
Construction in progress additions | 165,140 | 131,944 |
Less: Capitalized interest | (11,660) | (7,950) |
Accruals | 2,248 | 2,303 |
Cash disbursed for construction in progress | 155,728 | 126,297 |
Capital improvements to existing properties | 104,812 | 69,783 |
Total cash invested in real property, net of cash acquired | 323,058 | 210,509 |
Triple-net | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 710 | 7,370 |
Buildings and improvements | 253 | 74,289 |
Acquired lease intangibles | 0 | 0 |
Right of use assets, net | 0 | 0 |
Total net real estate assets | 963 | 81,659 |
Receivables and other assets | 0 | 0 |
Total assets acquired | 963 | 81,659 |
Secured debt | 0 | 0 |
Lease liabilities | 0 | 0 |
Accrued expenses and other liabilities | 0 | 0 |
Total liabilities acquired | 0 | 0 |
Non-cash acquisition related activity | (710) | 0 |
Cash disbursed for acquisitions | 253 | 81,659 |
Construction in progress additions | 28 | 4,995 |
Less: Capitalized interest | 0 | (1,248) |
Accruals | 72 | 0 |
Cash disbursed for construction in progress | 100 | 3,747 |
Capital improvements to existing properties | 6,064 | 4,427 |
Total cash invested in real property, net of cash acquired | 6,417 | 89,833 |
Outpatient Medical | ||
Business Acquisition [Line Items] | ||
Land and land improvements | 0 | 60,527 |
Buildings and improvements | 0 | 255,706 |
Acquired lease intangibles | 0 | 39,090 |
Right of use assets, net | 0 | 927 |
Total net real estate assets | 0 | 356,250 |
Receivables and other assets | 0 | 358 |
Total assets acquired | 0 | 356,608 |
Secured debt | 0 | (40,953) |
Lease liabilities | 0 | (953) |
Accrued expenses and other liabilities | 0 | (8,071) |
Total liabilities acquired | 0 | (49,977) |
Non-cash acquisition related activity | 0 | 0 |
Cash disbursed for acquisitions | 0 | 306,631 |
Construction in progress additions | 83,529 | 101,609 |
Less: Capitalized interest | (2,149) | (1,137) |
Accruals | (5,445) | (4,290) |
Cash disbursed for construction in progress | 75,935 | 96,182 |
Capital improvements to existing properties | 21,633 | 17,129 |
Total cash invested in real property, net of cash acquired | $ 97,568 | $ 419,942 |
Real Property Acquisitions an_4
Real Property Acquisitions and Development - Narrative (Details) - Seniors Housing Operating Properties, Affinity Brand $ in Millions | 1 Months Ended |
Feb. 29, 2024 USD ($) property | |
Business Acquisition [Line Items] | |
Number of assets acquired | property | 25 |
Expected consideration | $ 969 |
Transactions | $ 523 |
Real Property Acquisitions an_5
Real Property Acquisitions and Development - Construction Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total development projects | $ 179,928 | $ 36,063 |
Expansion projects | 3,083 | 17,245 |
Total construction in progress conversions | 183,011 | 53,308 |
Seniors Housing Operating | ||
Segment Reporting Information [Line Items] | ||
Total development projects | 88,680 | 26,712 |
Outpatient Medical | ||
Segment Reporting Information [Line Items] | ||
Total development projects | $ 91,248 | $ 9,351 |
Real Estate Intangibles - Summa
Real Estate Intangibles - Summary of Real Estate Intangibles Excluding those Classified as Held For Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Gross historical cost | $ 2,158,915 | $ 2,166,470 |
Accumulated amortization | (1,682,328) | (1,651,656) |
Net book value | 476,587 | 514,814 |
Liabilities: | ||
Below market tenant leases | 70,364 | 70,364 |
Accumulated amortization | (49,162) | (47,939) |
Net book value | 21,202 | 22,425 |
In place lease intangibles | ||
Assets: | ||
Gross historical cost | 1,988,594 | 2,001,827 |
Above market tenant leases | ||
Assets: | ||
Gross historical cost | 66,663 | 66,663 |
Lease commissions | ||
Assets: | ||
Gross historical cost | $ 103,658 | $ 97,980 |
Real Estate Intangibles - Sum_2
Real Estate Intangibles - Summary of Real Estate Intangible Amortization Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Rental income related to (above)/below market tenant leases, net | $ (31) | $ 45 |
Amortization related to in place lease intangibles and lease commissions | $ (46,791) | $ (56,151) |
Dispositions, Real Property H_3
Dispositions, Real Property Held for Sale and Impairment - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 property | Mar. 31, 2024 USD ($) property | Sep. 30, 2023 property | Jun. 30, 2023 property | Mar. 31, 2023 USD ($) property | Dec. 31, 2023 USD ($) property | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Real estate held-for-sale | $ | $ 422,225 | $ 372,883 | [1] | ||||
Expected sale proceeds | $ | 611,468 | ||||||
Impairment of assets held for sale | $ | 15,584 | $ 12,629 | |||||
Impairment of assets held for use | $ | 3,952 | ||||||
Revera Joint Venture, Disposal Transaction | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Property sold | property | 4 | 13 | 31 | 14 | |||
Held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Secured debt | $ | 171,292 | ||||||
Net other assets and liabilities | $ | 21,925 | ||||||
Sold or Held for sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Income (loss) from real estate dispositions, net | $ | $ (37,190) | $ (14,525) | |||||
Seniors Housing Operating | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Properties classified as held for sale | property | 21 | 3 | |||||
Property sold | property | 4 | ||||||
Impairment of assets sold | $ | $ 23,795 | ||||||
Properties sold, impaired | property | 2 | ||||||
Properties held for sale and not yet sold | property | 6 | ||||||
Number of properties held for use | property | 2 | 1 | |||||
Triple-net | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Properties classified as held for sale | property | 1 | ||||||
Outpatient Medical | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Properties classified as held for sale | property | 4 | ||||||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Dispositions, Real Property H_4
Dispositions, Real Property Held for Sale and Impairment - Summary of Real Property Disposition Activity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) property | Mar. 31, 2023 USD ($) | |
Real estate dispositions: | ||
Total dispositions | $ 39,985 | $ 20,600 |
Gain (loss) on real estate dispositions, net | 4,707 | 747 |
Net other assets/(liabilities) disposed | 142 | 311 |
Cash proceeds from real estate dispositions | 44,834 | 21,658 |
Seniors Housing Operating | ||
Real estate dispositions: | ||
Total dispositions | $ 39,985 | 18,572 |
Number of properties owned | property | 6 | |
Triple-net | ||
Real estate dispositions: | ||
Total dispositions | $ 0 | $ 2,028 |
Dispositions, Real Property H_5
Dispositions, Real Property Held for Sale and Impairment - Strategic Dissolution of Revera Joint Ventures (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 01, 2024 property | Jun. 30, 2023 USD ($) joint_venture property | Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) property project | Jun. 30, 2023 USD ($) joint_venture property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) property | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Gain (loss) on real estate dispositions | $ 4,707 | $ 747 | ||||||
Net real estate investments | 38,757,448 | $ 38,775,913 | [1] | |||||
Impairment of assets held for sale | $ 15,584 | $ 12,629 | ||||||
U K Portfolio Revera Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of joint ventures | joint_venture | 2 | 2 | ||||||
U K Portfolio Revera Joint Venture1 | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 75% | 75% | ||||||
Proceeds from sale of interest | $ 107,341 | |||||||
U K Portfolio Revera Joint Venture2 | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 90% | 90% | ||||||
U S Portfolio Revera Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 34% | |||||||
Equity method investments | $ 47,734 | |||||||
U S Portfolio Revera Joint Venture | Revera | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 66% | |||||||
Canadian Portfolio, Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 75% | |||||||
Number of properties | property | 85 | |||||||
Canadian Portfolio, Joint Venture | Revera | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Percentage ownership | 25% | |||||||
Revera Joint Venture, Disposal Transaction | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 4 | 13 | 31 | 14 | ||||
Gross sale price | $ 222,521 | $ 222,521 | ||||||
Non-cash consideration | 241,728 | |||||||
Other consideration | 198,837 | 198,837 | ||||||
Noncontrolling interest | 42,891 | 42,891 | ||||||
Transaction related expenses | 9,049 | |||||||
Real estate property | 224,208 | $ 119,258 | 224,208 | |||||
Gain (loss) on real estate dispositions | (1,687) | 62,075 | ||||||
Payment for transaction related expenses disposal group | 5,776 | |||||||
Noncontrolling Interest, decrease from deconsolidation | 180,497 | $ 56,905 | ||||||
Liabilities | 22,270 | $ 22,270 | ||||||
Realized adjustment on disposal | $ 1,846 | |||||||
Number of projects | project | 1 | |||||||
Revera Joint Venture, Disposal Transaction | Subsequent event | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 14 | |||||||
Revera Joint Venture, Disposal Transaction | Avery Healthcare | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of properties transitioned | property | 29 | |||||||
Revera Joint Venture Disposal Transaction U S Properties | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property sold | property | 12 | |||||||
Revera Joint Venture Disposal Transaction Now Wholly Owned Properties | Oakmont Management Group | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of properties transitioned | property | 2 | |||||||
Revera Joint Venture, Existing Wholly-Owned Properties | Oakmont Management Group | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of properties transitioned | property | 26 | |||||||
Revera Joint Venture | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property acquired | property | 29 | 10 | 110 | |||||
Payment for property acquired | $ 10,158 | |||||||
Net real estate investments | $ 479,525 | |||||||
Payments to acquire real estate and real estate joint ventures | 31,456 | |||||||
Consideration transferred | 448,069 | |||||||
Asset acquisition debt assumed | $ 270,486 | |||||||
Revera Joint Venture | Subsequent event | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Property acquired | property | 71 | |||||||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Straight line rent adjustment | $ 9,356 | |
Rental and other revenues related to operating lease payments | 417,652 | $ 384,059 |
Rental and other revenues related to operating lease payments, variable leases | 56,228 | 53,794 |
Seniors Housing Operating | ||
Lessee, Lease, Description [Line Items] | ||
Rental and other revenues related to operating lease payments | $ 130,565 | $ 108,915 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term extension period (in years) | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term extension period (in years) | 25 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finance lease cost: | ||
Amortization of leased assets | $ 1,028 | $ 2,284 |
Interest on lease liabilities | 651 | 1,427 |
Sublease income | 0 | (2,950) |
Total | 8,826 | 8,144 |
Property operating expenses | ||
Operating lease cost: | ||
Lease expense | 5,693 | 5,520 |
General and administrative expenses | ||
Operating lease cost: | ||
Lease expense | $ 1,454 | $ 1,863 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Right of use assets: | |||
Total right of use assets, net | $ 348,892 | $ 350,969 | [1] |
Lease liabilities: | |||
Operating leases | 300,779 | 303,553 | |
Finance leases | 80,541 | 79,677 | |
Total | $ 381,320 | $ 383,230 | [1] |
Operating lease, liability, statement of financial position [extensible list] | Total | Total | |
Finance lease, liability, statement of financial position [extensible list] | Total | Total | |
Operating lease, right-of-use asset, statement of financial position [extensible list] | Total right of use assets, net | Total right of use assets, net | |
Finance lease, right-of-use asset, statement of financial position [extensible list] | Total right of use assets, net | Total right of use assets, net | |
Real estate | |||
Right of use assets: | |||
Operating leases | $ 280,941 | $ 283,293 | |
Finance leases | 67,951 | 67,676 | |
Corporate | |||
Right of use assets: | |||
Operating leases | $ 10,360 | $ 11,338 | |
Lease liabilities: | |||
Operating lease, right-of-use asset, statement of financial position [extensible list] | Receivables and other assets | Receivables and other assets | |
Real estate and Corporate | |||
Right of use assets: | |||
Total right of use assets, net | $ 359,252 | $ 362,307 | |
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Loans Receivable - Narrative (D
Loans Receivable - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||
Interest receivable | $ 32,027 | $ 31,798 | |
Real estate loans receivable, net of credit allowance | 1,426,094 | $ 1,361,587 | [1] |
Genesis Health Care Corporation | Secured and Unsecured Debt | |||
Financing Receivable, Troubled Debt Restructuring [Line Items] | |||
Real estate loans receivable, net of credit allowance | $ 197,010 | ||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Loans Receivable - Summary of R
Loans Receivable - Summary of Real Estate Loans Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for credit losses on real estate loans receivable | $ (194,266) | $ (194,463) | $ (184,318) | $ (164,249) | |
Real estate loans receivable, net of credit allowance | 1,426,094 | 1,361,587 | [1] | ||
Non-real estate loans | 510,433 | 503,993 | |||
Allowance for credit losses on non-real estate loans receivable | (171,971) | (173,874) | |||
Non-real estate loans receivable, net of credit allowance | 338,462 | 330,119 | |||
Total loans receivable, net of credit allowance | 1,764,556 | 1,691,706 | |||
Mortgage loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | 1,067,042 | 1,057,516 | |||
Other real estate loans | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Loan Carrying Value | 381,347 | 324,660 | |||
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 | $ (22,295) | $ (20,589) | |||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Loans Receivable - Summary of_2
Loans Receivable - Summary of Real Estate Loan Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Receivables [Abstract] | ||
Advances on loans receivable | $ 116,789 | $ 54,831 |
Less: Receipts on loans receivable | 36,472 | 15,592 |
Net cash advances (receipts) on loans receivable | $ 80,317 | $ 39,239 |
Loans Receivable - Summary of C
Loans Receivable - Summary of Collective Pool Basis (Details) $ in Thousands | Mar. 31, 2024 USD ($) loan | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Allowance for Credit Loss | $ (194,266) | $ (194,463) | $ (184,318) | $ (164,249) |
Total loans receivable, net of credit allowance | 1,764,556 | $ 1,691,706 | ||
Deteriorated loans | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | 196,210 | |||
Allowance for Credit Loss | (169,808) | |||
Total loans receivable, net of credit allowance | $ 26,402 | |||
No. of Loans | loan | 6 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 224,831 | |||
Allowance for Credit Loss | (3,094) | |||
Total loans receivable, net of credit allowance | $ 221,737 | |||
No. of Loans | loan | 16 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 33,300 | |||
Allowance for Credit Loss | (458) | |||
Total loans receivable, net of credit allowance | $ 32,842 | |||
No. of Loans | loan | 5 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 878,336 | |||
Allowance for Credit Loss | (12,288) | |||
Total loans receivable, net of credit allowance | $ 866,048 | |||
No. of Loans | loan | 10 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 128,613 | |||
Allowance for Credit Loss | (1,770) | |||
Total loans receivable, net of credit allowance | $ 126,843 | |||
No. of Loans | loan | 18 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 384,429 | |||
Allowance for Credit Loss | (5,291) | |||
Total loans receivable, net of credit allowance | $ 379,138 | |||
No. of Loans | loan | 17 | |||
Collective loan pool | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 113,103 | |||
Allowance for Credit Loss | (1,557) | |||
Total loans receivable, net of credit allowance | $ 111,546 | |||
No. of Loans | loan | 8 | |||
Real Estate Loan | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Loan Carrying Value | $ 1,958,822 | |||
Allowance for Credit Loss | (194,266) | |||
Total loans receivable, net of credit allowance | $ 1,764,556 | |||
No. of Loans | loan | 80 |
Loans Receivable - Summary of_3
Loans Receivable - Summary of Credit Loss Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 194,463 | $ 164,249 |
Provision for loan losses, net | 1,014 | 777 |
Purchased deteriorated loan | 0 | 19,077 |
Loan write-offs | (1,088) | 0 |
Foreign currency translation | (123) | 215 |
Balance at end of period | $ 194,266 | $ 184,318 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Summary of Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 1,719,646 | $ 1,636,531 |
Seniors Housing Operating | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 1,334,405 | 1,248,774 |
Seniors Housing Operating | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 10% | |
Seniors Housing Operating | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 95% | |
Triple-net | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 141,117 | 147,679 |
Triple-net | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 10% | |
Triple-net | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 88% | |
Outpatient Medical | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated entities | $ 244,124 | $ 240,078 |
Outpatient Medical | Minimum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 15% | |
Outpatient Medical | Maximum | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage ownership | 50% |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) properties | |
Schedule of Equity Method Investments [Line Items] | |
Aggregate unamortized basis difference of joint venture investments | $ 143,926 |
VIE | |
Schedule of Equity Method Investments [Line Items] | |
Number of properties | properties | 26 |
Loans related to development and construction of certain properties | $ 870,375 |
Additional fund obligated related to investments | $ 208,631 |
Credit Concentration - Summary
Credit Concentration - Summary of Credit Concentration (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) property | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | |
Concentration Risk [Line Items] | |||
Total NOI | $ 762,828 | $ 602,976 | |
Percentage total investments with top five customers (in percent) | 26% | ||
Net operating income | Credit Concentration Risk | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 1,903 | ||
Total NOI | $ 762,828 | ||
Percent of NOI | 100% | ||
Net operating income | Credit Concentration Risk | Cogir Management Corporation | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 120 | ||
Total NOI | $ 58,003 | ||
Percent of NOI | 8% | ||
Net operating income | Credit Concentration Risk | Integra Healthcare Properties | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 147 | ||
Total NOI | $ 53,838 | ||
Percent of NOI | 7% | ||
Net operating income | Credit Concentration Risk | Sunrise Senior Living | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 88 | ||
Total NOI | $ 40,674 | ||
Percent of NOI | 5% | ||
Net operating income | Credit Concentration Risk | Avery Healthcare | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 84 | ||
Total NOI | $ 34,994 | ||
Percent of NOI | 5% | ||
Net operating income | Credit Concentration Risk | Oakmont Management Group | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 64 | ||
Total NOI | $ 29,491 | ||
Percent of NOI | 4% | ||
Net operating income | Credit Concentration Risk | Remaining portfolio | |||
Concentration Risk [Line Items] | |||
Number of Properties | property | 1,400 | ||
Total NOI | $ 545,828 | ||
Percent of NOI | 71% |
Borrowings Under Credit Facil_3
Borrowings Under Credit Facilities and Commercial Paper Program - Narrative (Details) | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) Term bank | Mar. 31, 2024 CAD ($) Term bank | Dec. 31, 2023 USD ($) | [1] | Mar. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Number of banks in consortium | bank | 31 | 31 | |||
Unsecured credit facility and commercial paper | $ 0 | $ 0 | $ 0 | ||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured line of credit arrangement | 4,000,000,000 | ||||
Unsecured credit facility and commercial paper | $ 0 | ||||
Number of successive terms | Term | 2 | 2 | |||
Successive term | 6 months | ||||
Available in alternate currencies | $ 1,000,000,000 | ||||
Annual facility fee for each bank based on commitment amount | 0.15% | ||||
Revolving Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate margin (in percent) | 0.775% | ||||
Revolving Credit Facility | Accordion feature | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured line of credit arrangement | $ 1,250,000,000 | ||||
Revolving Credit Facility | Credit Facility, Tranche Due 2026 | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured line of credit arrangement | 1,000,000,000 | ||||
Unsecured credit facility and commercial paper | 0 | ||||
Revolving Credit Facility | Credit Facility, Tranche Due 2025 | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured line of credit arrangement | 3,000,000,000 | ||||
Unsecured credit facility and commercial paper | 0 | ||||
Term credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Unsecured line of credit arrangement | 1,000,000,000 | ||||
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 | ||||
Unsecured credit facility and commercial paper | $ 0 | ||||
Commercial paper note program | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, term (in days) | 397 days | ||||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Borrowings Under Credit Facil_4
Borrowings Under Credit Facilities and Commercial Paper Program - Unsecured Revolving Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | [1] | |
Debt Disclosure [Abstract] | ||||
Balance outstanding at quarter end | $ 0 | $ 0 | $ 0 | |
Maximum amount outstanding at any month end | 0 | 205,000 | ||
Average amount outstanding (total of daily principal balances divided by days in period) | $ 0 | $ 65,833 | ||
Weighted average interest rate (actual interest expense divided by average borrowings outstanding) | 0% | 5.05% | ||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Senior Unsecured Notes and Se_3
Senior Unsecured Notes and Secured Debt - Summary of Annual Principal Payments Due on Debt Obligations (Details) | 3 Months Ended | |||||
Mar. 31, 2024 USD ($) term | Mar. 31, 2024 CAD ($) term | Mar. 31, 2024 GBP (£) term | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Principal payments due on debt obligations | ||||||
2024 | $ 307,236,000 | |||||
2025 | 1,639,484,000 | |||||
2026 | 852,652,000 | |||||
2027 | 2,112,395,000 | |||||
2028 | 2,585,991,000 | |||||
Thereafter | 6,901,107,000 | |||||
Total principal balance | 14,398,865,000 | |||||
Unamortized discounts and premiums, net | (25,740,000) | |||||
Unamortized debt issuance costs, net | (87,883,000) | |||||
Fair value adjustments and other, net | (80,097,000) | |||||
Total carrying value of debt | 14,205,145,000 | |||||
Senior unsecured notes | ||||||
Principal payments due on debt obligations | ||||||
2024 | 0 | |||||
2025 | 1,260,000,000 | |||||
2026 | 700,000,000 | |||||
2027 | 1,906,204,000 | |||||
2028 | 2,480,035,000 | |||||
Thereafter | 5,981,850,000 | |||||
Total principal balance | 12,328,089,000 | $ 13,699,619,000 | $ 12,615,399,000 | $ 12,584,529,000 | ||
Unamortized discounts and premiums, net | (25,740,000) | |||||
Unamortized debt issuance costs, net | (68,869,000) | |||||
Fair value adjustments and other, net | (61,567,000) | |||||
Total carrying value of debt | $ 12,171,913,000 | |||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Weighted average interest rate, at point in time (in percent) | 3.94% | 3.94% | 3.94% | 4.06% | ||
Senior unsecured notes | 2.95% Senior Unsecured Notes Due 2027 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 2.95% | 2.95% | 2.95% | |||
Principal amount | $ 221,566,000 | $ 300,000,000 | ||||
Senior unsecured notes | Unsecured Term Credit Facility Matures July 19 2023 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Principal amount | $ 1,000,000,000 | |||||
Senior unsecured notes | Unsecured Term Credit Facility Matures July 19 2023 | SOFR | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Effective rate (in percent) | 6.28% | 6.28% | 6.28% | |||
Senior unsecured notes | Term Loan | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Principal amount | $ 184,638,000 | $ 250,000,000 | ||||
Number of successive terms | term | 2 | 2 | 2 | |||
Successive term | 6 months | |||||
Senior unsecured notes | Term Loan | SOFR | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate margin (in percent) | 0.85% | |||||
Senior unsecured notes | Term Loan | Canadian Dealer Offered Rate | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate margin (in percent) | 0.85% | |||||
Effective rate (in percent) | 6.14% | 6.14% | 6.14% | |||
Senior unsecured notes | UK Debt Due 2028 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 4.80% | 4.80% | 4.80% | |||
Principal amount | $ 695,035,000 | £ 550,000,000 | ||||
Senior unsecured notes | 4.50% Senior Unsecured Notes Due 2034 | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 4.50% | 4.50% | 4.50% | |||
Principal amount | $ 631,850,000 | £ 500,000,000 | ||||
Senior unsecured notes | Minimum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 2.05% | 2.05% | 2.05% | |||
Senior unsecured notes | Maximum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 6.50% | 6.50% | 6.50% | |||
Secured debt | ||||||
Principal payments due on debt obligations | ||||||
2024 | $ 307,236,000 | |||||
2025 | 379,484,000 | |||||
2026 | 152,652,000 | |||||
2027 | 206,191,000 | |||||
2028 | 105,956,000 | |||||
Thereafter | 919,257,000 | |||||
Total principal balance | 2,070,776,000 | $ 2,222,445,000 | $ 2,506,808,000 | $ 2,129,954,000 | ||
Unamortized discounts and premiums, net | 0 | |||||
Unamortized debt issuance costs, net | (19,014,000) | |||||
Fair value adjustments and other, net | (18,530,000) | |||||
Total carrying value of debt | $ 2,033,232,000 | |||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Weighted average interest rate, at point in time (in percent) | 4.62% | 4.62% | 4.62% | 4.55% | ||
Carrying values of properties securing the debt | $ 5,432,108,000 | |||||
Secured debt | Minimum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 1.25% | 1.25% | 1.25% | |||
Secured debt | Maximum | ||||||
Senior Unsecured Notes and Secured Debt Textual | ||||||
Interest rate (in percent) | 8.13% | 8.13% | 8.13% |
Senior Unsecured Notes and Se_4
Senior Unsecured Notes and Secured Debt - Summary of Senior Unsecured Note Principal Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Long-Term Debt, Principal Activity [Roll Forward] | ||
Ending balance | $ 14,398,865 | |
Senior unsecured notes | ||
Long-Term Debt, Principal Activity [Roll Forward] | ||
Beginning balance | 13,699,619 | $ 12,584,529 |
Debt extinguished | (1,350,000) | 0 |
Foreign currency | (21,530) | 30,870 |
Ending balance | $ 12,328,089 | $ 12,615,399 |
Senior Unsecured Notes and Se_5
Senior Unsecured Notes and Secured Debt - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | May 31, 2023 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 147,318,000 | $ 144,403,000 | ||
Unamortized debt issuance costs, net | 87,883,000 | |||
Senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs, net | 68,869,000 | |||
2.750% Senior Unsecured Notes Due 2028 | Senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 1,035,000,000 | |||
Interest rate (in percent) | 2.75% | |||
Interest expense | 7,116,000 | |||
Debt issuance costs | 1,165,000 | |||
Unamortized debt issuance costs, net | $ 19,125,000 | $ 20,245,000 |
Senior Unsecured Notes and Se_6
Senior Unsecured Notes and Secured Debt - Summary of Secured Debt Principal Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Long-Term Debt [Roll Forward] | ||
Ending balance | $ 14,398,865 | |
Secured debt | ||
Long-Term Debt [Roll Forward] | ||
Beginning balance | 2,222,445 | $ 2,129,954 |
Debt issued | 1,379 | 362,900 |
Debt assumed | 0 | 53,223 |
Debt extinguished | (120,946) | (24,631) |
Principal payments | (11,887) | (14,942) |
Foreign currency | (20,215) | 304 |
Ending balance | $ 2,070,776 | $ 2,506,808 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Senior loans | $ 742,892,000 | |||
Reclassified in next 12 months | 2,562,000 | |||
Proceeds from hedge | 608,000 | $ 1,994,000 | ||
Senior unsecured notes | 2.8% Senior Unsecured Notes | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Principal amount | $ 750,000,000 | |||
Interest rate (in percent) | 2.80% | |||
Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative liability | $ (3,501,000) | |||
Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, notional amount | $ 550,000,000 | $ 550,000,000 | ||
Proceeds from (payments on) interest rate swap settlements | $ (59,555,000) | |||
Derivative, loss on derivative | $ (58,066,000) |
Derivative Instruments - Summar
Derivative Instruments - Summary of Notional Amount of Derivatives and Other Financial Instruments (Details) £ in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 CAD ($) | Mar. 31, 2024 GBP (£) | Dec. 31, 2023 CAD ($) | Dec. 31, 2023 GBP (£) | Mar. 31, 2024 GBP (£) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2023 USD ($) | |
Designated as Hedging Instrument | Denominated in Canadian Dollars | Net Investment Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 2,600,000 | $ 2,025,000 | ||||||
Net investment hedges | 250,000 | 250,000 | ||||||
Designated as Hedging Instrument | Denominated in Pound Sterling | Net Investment Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | £ | £ 1,660,708 | £ 1,660,708 | ||||||
Net investment hedges | £ | £ 1,050,000 | £ 1,050,000 | ||||||
Designated as Hedging Instrument | Denominated in U.S Dollars | Cash Flow Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 522,601 | $ 872,601 | ||||||
Designated as Hedging Instrument | Denominated in U.S Dollars | Fair Value Hedging | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 550,000 | $ 550,000 | ||||||
Derivative Instruments Not Designated | Denominated in Canadian Dollars | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative asset | $ 80,000 | $ 80,000 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Impact of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative [Line Items] | ||
Gain (loss) on derivative instruments hedges recognized in income | $ 3,054 | $ (930) |
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | 60,615 | (69,738) |
Warrant | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments hedges recognized in income | 3,054 | (885) |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments hedges recognized in income | 4,818 | 4,619 |
Designated as Hedging Instrument | OCI | ||
Derivative [Line Items] | ||
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI | 60,615 | (69,738) |
Derivative Instruments Not Designated | ||
Derivative [Line Items] | ||
Gain (loss) on derivative instruments hedges recognized in income | $ 1,301 | $ (254) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) obligation | Dec. 31, 2023 USD ($) | [1] | |
Other Commitments [Line Items] | |||
Number of outstanding credit obligations | obligation | 23 | ||
Letters of credit outstanding | $ 51,922 | ||
Outstanding construction financings for leased properties | 1,342,410 | $ 1,304,441 | |
Additional financing to complete construction | 859,450 | ||
Seniors Housing Operating Properties, Affinity Brand | |||
Other Commitments [Line Items] | |||
Contingent consideration | 34,926 | ||
VIE | |||
Other Commitments [Line Items] | |||
Total loans made | 870,375 | ||
Expected additional funding for investments | $ 208,631 | ||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stockholders' Equity Capital Accounts (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred Stock, $1.00 par value: | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Authorized shares (in shares) | 50,000,000 | 50,000,000 |
Issued shares (in shares) | 0 | 0 |
Outstanding shares (in shares) | 0 | 0 |
Common Stock, $1.00 par value: | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Authorized shares (in shares) | 700,000,000 | 700,000,000 |
Issued shares (in shares) | 592,731,080 | 566,001,632 |
Outstanding shares (in shares) | 590,934,192 | 564,241,181 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Feb. 29, 2024 | Dec. 31, 2023 | [1] | Aug. 01, 2023 | |
Class of Stock [Line Items] | |||||||
Unsecured credit facility and commercial paper | $ 0 | $ 0 | $ 0 | ||||
Revolving Credit Facility | |||||||
Class of Stock [Line Items] | |||||||
Unsecured credit facility and commercial paper | 0 | ||||||
Revolving Credit Facility | Credit Facility, Tranche Due 2026 | |||||||
Class of Stock [Line Items] | |||||||
Unsecured credit facility and commercial paper | 0 | ||||||
At The Market Program | |||||||
Class of Stock [Line Items] | |||||||
Authorized amount to sell | $ 3,500,000,000 | $ 4,000,000,000 | |||||
Remaining amount authorized to sell | $ 1,519,557,000 | ||||||
ATM Program issuances (in shares) | 26,611,694 | 5,603,161 | |||||
At The Market Program | Subsequent event | |||||||
Class of Stock [Line Items] | |||||||
ATM Program issuances (in shares) | 6,497,030 | ||||||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Shares Issued | ||
Option exercises (in shares) | 122 | |
Redemption of OP Units and DownREIT Units (in shares) | 19,129 | 271,997 |
Stock incentive plans, net of forfeitures (in shares) | 62,066 | (89,579) |
Totals (in shares) | 26,693,011 | 5,785,579 |
Average Price | ||
Option exercises (in dollars per share) | $ 73.77 | |
Gross Proceeds | ||
Option exercises | $ 9 | |
Totals | 2,427,473 | $ 413,157 |
Net Proceeds | ||
Option exercises | 9 | |
Total | $ 2,416,484 | $ 411,032 |
At The Market Program | ||
Shares Issued | ||
ATM Program issuances (in shares) | 26,611,694 | 5,603,161 |
Average Price | ||
ATM Program issuances (in dollars per share) | $ 91.22 | $ 73.74 |
Gross Proceeds | ||
ATM Program issuances | $ 2,427,464 | $ 413,157 |
Net Proceeds | ||
ATM Program issuances | $ 2,416,475 | $ 411,032 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Dividend Payments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Per Share | ||
Common stock (in dollars per share) | $ 0.61 | $ 0.61 |
Amount | ||
Common stock | $ 352,529 | $ 301,829 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive income (loss) | $ 28,246,993 | $ 26,081,122 | [1] | $ 21,203,960 | $ 21,009,553 |
Total accumulated other comprehensive income (loss) | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive income (loss) | (180,837) | (163,160) | $ (111,559) | $ (119,707) | |
Foreign currency translation | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive income (loss) | (991,967) | (913,675) | |||
Derivative and financial instruments designated as hedges | |||||
Summary of accumulated other comprehensive income/(loss) [Line Items] | |||||
Total accumulated other comprehensive income (loss) | $ 811,130 | $ 750,515 | |||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Stock Incentive Plans (Details)
Stock Incentive Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock authorized for long-term incentive plan (in shares) | 10,000,000 | ||
Option expiration period (in years) | 10 years | ||
Stock-based compensation expense | $ 12,048 | $ 9,456 | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for options (in years) | 3 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for options (in years) | 5 years |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Earnings Per Share [Abstract] | |||
Numerator for basic earnings per share - net income (loss) attributable to common stockholders | $ 127,146 | $ 25,673 | |
Adjustment for net income (loss) attributable to OP Units and DownREIT Units | (325) | (10) | |
Numerator for diluted earnings per share | $ 126,821 | $ 25,663 | |
Denominator for basic earnings per share - weighted average shares (in shares) | 574,049 | 492,061 | |
Effect of dilutive securities: | |||
Employee stock options (in shares) | 69 | 4 | |
Non-vested restricted shares and units (in shares) | 1,061 | 613 | |
OP units and DownREIT Units (in shares) | 2,329 | 1,786 | |
Employee stock purchase program (in shares) | 22 | 30 | |
Dilutive potential common shares (in shares) | 3,481 | 2,433 | |
Denominator for diluted earnings per share - adjusted weighted average shares (in shares) | 577,530 | 494,494 | |
Basic earnings per share (in dollars per share) | $ 0.22 | $ 0.05 | |
Diluted earnings per share (in dollars per share) | [1] | $ 0.22 | $ 0.05 |
[1]Includes adjustment to the numerator for income (loss) attributable to OP Units and DownREIT Units. |
Disclosure about Fair Value o_3
Disclosure about Fair Value of Financial Instruments - Narrative (Details) | Mar. 31, 2024 shares |
Fair Value Disclosures [Abstract] | |
Shares issuable upon redemption (in shares) | 1 |
Disclosure about Fair Value o_4
Disclosure about Fair Value of Financial Instruments - Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Financial assets: | |||
Restricted cash | $ 89,847 | $ 82,437 | [1] |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 30,866 | ||
Equity warrants | 38,511 | ||
Carrying Amount | |||
Financial assets: | |||
Cash and cash equivalents | 2,388,488 | 1,993,646 | |
Restricted cash | 89,847 | 82,437 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 50,127 | 37,118 | |
Equity warrants | 38,511 | 35,772 | |
Financial liabilities: | |||
Senior unsecured notes | 12,171,913 | 13,552,222 | |
Secured debt | 2,033,232 | 2,183,327 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 19,261 | 96,023 | |
Redeemable DownREIT Unitholder interests | 80,754 | 77,928 | |
Carrying Amount | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 1,052,156 | 1,043,252 | |
Carrying Amount | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 373,938 | 318,335 | |
Carrying Amount | Non-real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 338,462 | 330,119 | |
Fair Value | |||
Financial assets: | |||
Cash and cash equivalents | 2,388,488 | 1,993,646 | |
Restricted cash | 89,847 | 82,437 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 50,127 | 37,118 | |
Equity warrants | 38,511 | 35,772 | |
Financial liabilities: | |||
Senior unsecured notes | 11,787,206 | 13,249,247 | |
Secured debt | 1,986,736 | 2,144,059 | |
Foreign currency forward contracts, interest rate swaps and cross currency swaps | 19,261 | 96,023 | |
Redeemable DownREIT Unitholder interests | 80,754 | 77,928 | |
Fair Value | Mortgage loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 1,080,321 | 1,105,260 | |
Fair Value | Other real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | 384,721 | 319,905 | |
Fair Value | Non-real estate loans receivable | |||
Financial assets: | |||
Loans receivable, fair value | $ 324,132 | $ 312,985 | |
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Disclosure about Fair Value o_5
Disclosure about Fair Value of Financial Instruments - Summary of Items Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity warrants | $ 38,511 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 30,866 |
Totals | 69,377 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity warrants | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity warrants | 0 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 30,866 |
Totals | 30,866 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Equity warrants | 38,511 |
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability) | 0 |
Totals | $ 38,511 |
Disclosure about Fair Value o_6
Disclosure about Fair Value of Financial Instruments - Summary of Change in Fair Value for Equity Warrants (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Terminal Capitalization Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Measurement input (in percent) | 0.100 | 0.105 |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 35,772 | $ 30,436 |
Mark-to-market adjustment | 3,054 | (885) |
Foreign currency | (315) | 718 |
Ending balance | $ 38,511 | $ 30,269 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Reporting - Summary Inf
Segment Reporting - Summary Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | [1] | |
Segment Reporting Information [Line Items] | ||||
Resident fees and services | $ 1,360,274 | $ 1,131,685 | ||
Rental income | 417,652 | 384,059 | ||
Interest income | 52,664 | 36,405 | ||
Other income | 29,151 | 8,580 | ||
Total revenues | 1,859,741 | 1,560,729 | ||
Property operating expenses | 1,096,913 | 957,753 | ||
Consolidated net operating income (loss) | 762,828 | 602,976 | ||
Depreciation and amortization | 365,863 | 339,112 | ||
Interest expense | 147,318 | 144,403 | ||
General and administrative expenses | 53,318 | 44,371 | ||
Loss (gain) on derivatives and financial instruments, net | (3,054) | 930 | ||
Loss (gain) on extinguishment of debt, net | 6 | 5 | ||
Provision for loan losses, net | 1,014 | 777 | ||
Impairment of assets | 43,331 | 12,629 | ||
Other expenses | 14,131 | 22,745 | ||
Income (loss) from continuing operations before income taxes and other items | 140,901 | 38,004 | ||
Income tax (expense) benefit | (6,191) | (3,045) | ||
Income (loss) from unconsolidated entities | (7,783) | (7,071) | ||
Gain (loss) on real estate dispositions, net | 4,707 | 747 | ||
Income (loss) from continuing operations | 131,634 | 28,635 | ||
Net income (loss) | 131,634 | 28,635 | ||
Total assets | 44,553,585 | $ 44,012,166 | ||
Seniors Housing Operating | ||||
Segment Reporting Information [Line Items] | ||||
Rental income | 130,565 | 108,915 | ||
Operating Segments | Seniors Housing Operating | ||||
Segment Reporting Information [Line Items] | ||||
Resident fees and services | 1,360,274 | 1,131,685 | ||
Rental income | 0 | 0 | ||
Interest income | 5,023 | 2,551 | ||
Other income | 1,463 | 2,445 | ||
Total revenues | 1,366,760 | 1,136,681 | ||
Property operating expenses | 1,019,347 | 883,784 | ||
Consolidated net operating income (loss) | 347,413 | 252,897 | ||
Depreciation and amortization | 236,796 | 220,407 | ||
Interest expense | 11,186 | 11,487 | ||
General and administrative expenses | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||
Loss (gain) on extinguishment of debt, net | 6 | 0 | ||
Provision for loan losses, net | 1,568 | (73) | ||
Impairment of assets | 43,331 | 12,629 | ||
Other expenses | 8,757 | 17,579 | ||
Income (loss) from continuing operations before income taxes and other items | 45,769 | (9,132) | ||
Income tax (expense) benefit | 0 | 0 | ||
Income (loss) from unconsolidated entities | (4,267) | (15,589) | ||
Gain (loss) on real estate dispositions, net | 4,602 | 833 | ||
Income (loss) from continuing operations | 46,104 | (23,888) | ||
Net income (loss) | 46,104 | (23,888) | ||
Total assets | 25,009,470 | |||
Operating Segments | Triple-net | ||||
Segment Reporting Information [Line Items] | ||||
Resident fees and services | 0 | 0 | ||
Rental income | 221,744 | 202,419 | ||
Interest income | 46,789 | 33,763 | ||
Other income | 1,199 | 1,883 | ||
Total revenues | 269,732 | 238,065 | ||
Property operating expenses | 10,817 | 11,723 | ||
Consolidated net operating income (loss) | 258,915 | 226,342 | ||
Depreciation and amortization | 62,535 | 54,528 | ||
Interest expense | 358 | (15) | ||
General and administrative expenses | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | (3,054) | 930 | ||
Loss (gain) on extinguishment of debt, net | 0 | 0 | ||
Provision for loan losses, net | (567) | 850 | ||
Impairment of assets | 0 | 0 | ||
Other expenses | 1,205 | 2,467 | ||
Income (loss) from continuing operations before income taxes and other items | 198,438 | 167,582 | ||
Income tax (expense) benefit | 0 | 0 | ||
Income (loss) from unconsolidated entities | (3,153) | 8,432 | ||
Gain (loss) on real estate dispositions, net | 26 | 520 | ||
Income (loss) from continuing operations | 195,311 | 176,534 | ||
Net income (loss) | 195,311 | 176,534 | ||
Total assets | 9,883,758 | |||
Operating Segments | Outpatient Medical | ||||
Segment Reporting Information [Line Items] | ||||
Resident fees and services | 0 | 0 | ||
Rental income | 195,908 | 181,640 | ||
Interest income | 852 | 91 | ||
Other income | 2,402 | 3,100 | ||
Total revenues | 199,162 | 184,831 | ||
Property operating expenses | 62,463 | 58,365 | ||
Consolidated net operating income (loss) | 136,699 | 126,466 | ||
Depreciation and amortization | 66,532 | 64,177 | ||
Interest expense | 1,718 | 4,104 | ||
General and administrative expenses | 0 | 0 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||
Loss (gain) on extinguishment of debt, net | 0 | 5 | ||
Provision for loan losses, net | 13 | 0 | ||
Impairment of assets | 0 | 0 | ||
Other expenses | 609 | 547 | ||
Income (loss) from continuing operations before income taxes and other items | 67,827 | 57,633 | ||
Income tax (expense) benefit | 0 | 0 | ||
Income (loss) from unconsolidated entities | (363) | 86 | ||
Gain (loss) on real estate dispositions, net | 79 | (606) | ||
Income (loss) from continuing operations | 67,543 | 57,113 | ||
Net income (loss) | 67,543 | 57,113 | ||
Total assets | 7,414,657 | |||
Non-segment/Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Resident fees and services | 0 | 0 | ||
Rental income | 0 | 0 | ||
Interest income | 0 | 0 | ||
Other income | 24,087 | 1,152 | ||
Total revenues | 24,087 | 1,152 | ||
Property operating expenses | 4,286 | 3,881 | ||
Consolidated net operating income (loss) | 19,801 | (2,729) | ||
Depreciation and amortization | 0 | 0 | ||
Interest expense | 134,056 | 128,827 | ||
General and administrative expenses | 53,318 | 44,371 | ||
Loss (gain) on derivatives and financial instruments, net | 0 | 0 | ||
Loss (gain) on extinguishment of debt, net | 0 | 0 | ||
Provision for loan losses, net | 0 | 0 | ||
Impairment of assets | 0 | 0 | ||
Other expenses | 3,560 | 2,152 | ||
Income (loss) from continuing operations before income taxes and other items | (171,133) | (178,079) | ||
Income tax (expense) benefit | (6,191) | (3,045) | ||
Income (loss) from unconsolidated entities | 0 | 0 | ||
Gain (loss) on real estate dispositions, net | 0 | 0 | ||
Income (loss) from continuing operations | (177,324) | (181,124) | ||
Net income (loss) | (177,324) | $ (181,124) | ||
Total assets | $ 2,245,700 | |||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Segment Reporting - Summary of
Segment Reporting - Summary of Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Revenues [Abstract] | ||||
Amount | $ 1,859,741 | $ 1,560,729 | ||
Resident fees and services | 1,360,274 | 1,131,685 | ||
Assets: | ||||
Amount | 44,553,585 | $ 44,012,166 | [1] | |
Resident fees and services | ||||
Revenues [Abstract] | ||||
Resident fees and services | 1,360,274 | 1,131,685 | ||
United States | ||||
Revenues [Abstract] | ||||
Amount | 1,546,896 | 1,296,022 | ||
Assets: | ||||
Amount | 37,428,967 | 36,929,186 | ||
United States | Resident fees and services | ||||
Revenues [Abstract] | ||||
Resident fees and services | 1,097,339 | 908,944 | ||
United Kingdom | ||||
Revenues [Abstract] | ||||
Amount | 161,508 | 147,876 | ||
Assets: | ||||
Amount | 3,526,025 | 3,587,230 | ||
United Kingdom | Resident fees and services | ||||
Revenues [Abstract] | ||||
Resident fees and services | 116,879 | 109,012 | ||
Canada | ||||
Revenues [Abstract] | ||||
Amount | 151,337 | 116,831 | ||
Assets: | ||||
Amount | 3,598,593 | $ 3,495,750 | ||
Canada | Resident fees and services | ||||
Revenues [Abstract] | ||||
Resident fees and services | $ 146,056 | $ 113,729 | ||
Revenue | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 100% | 100% | ||
Revenue | Resident fees and services | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 100% | 100% | ||
Revenue | United States | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 83.20% | 83% | ||
Revenue | United States | Resident fees and services | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 80.70% | 80.40% | ||
Revenue | United Kingdom | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 8.70% | 9.50% | ||
Revenue | United Kingdom | Resident fees and services | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 8.60% | 9.60% | ||
Revenue | Canada | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 8.10% | 7.50% | ||
Revenue | Canada | Resident fees and services | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 10.70% | 10% | ||
Assets | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 100% | 100% | ||
Assets | United States | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 84% | 83.90% | ||
Assets | United Kingdom | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 7.90% | 8.20% | ||
Assets | Canada | Geographic Concentration Risk | ||||
Assets: | ||||
Percentage | 8.10% | 7.90% | ||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Assets: | |||||
Net real estate investments | $ 38,757,448 | $ 38,775,913 | [1] | ||
Cash and cash equivalents | 2,388,488 | 1,993,646 | [1] | ||
Receivables and other assets | 1,059,859 | 1,011,518 | [1] | ||
Total assets | 44,553,585 | 44,012,166 | [1] | ||
Liabilities and equity: | |||||
Secured debt | 2,033,232 | 2,183,327 | [1] | ||
Lease liabilities | 381,320 | 383,230 | [1] | ||
Accrued expenses and other liabilities | 1,419,212 | 1,521,660 | [1] | ||
Total equity | 28,246,993 | $ 21,203,960 | 26,081,122 | [1] | $ 21,009,553 |
Total liabilities and equity | 44,553,585 | 44,012,166 | [1] | ||
Revenues | 1,859,741 | 1,560,729 | |||
VIE, Primary Beneficiary | |||||
Assets: | |||||
Net real estate investments | 3,238,405 | 3,277,741 | |||
Cash and cash equivalents | 20,675 | 19,529 | |||
Receivables and other assets | 56,433 | 43,513 | |||
Total assets | 3,315,513 | 3,340,783 | |||
Liabilities and equity: | |||||
Secured debt | 66,703 | 76,507 | |||
Lease liabilities | 2,538 | 2,539 | |||
Accrued expenses and other liabilities | 15,260 | 13,850 | |||
Total equity | 3,231,012 | 3,247,887 | |||
Total liabilities and equity | 3,315,513 | $ 3,340,783 | |||
Revenues | $ 109,930 | $ 49,784 | |||
[1]The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |