WELLTOWER INC.
Item 1. Business
General
Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing, post-acute communities and outpatient medical properties. More information is available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
References herein to “we,” “us,” “our” or the “company” refer to Welltower Inc., a Delaware corporation, and its subsidiaries unless specifically noted otherwise.
Portfolio of Properties
Please see “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation - Executive Summary - Company Overview” for a table that summarizes our portfolio as of December 31, 2020.
Property Types
We invest in seniors housing and health care real estate and evaluate our business through three reportable segments: Seniors Housing Operating, Triple-net and Outpatient Medical. For additional information regarding our segments, please see Note 18 to our consolidated financial statements. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to our consolidated financial statements. The following is a summary of our various property types.
Seniors Housing Operating
Our Seniors Housing Operating properties include seniors apartments, independent living and independent supportive living, continuing care retirement communities, assisted living, Alzheimer's/dementia care and include care homes with or without nursing (U.K.), which assist with activities of daily living that preserve a person's mobility and social systems to promote cognitive engagement. Our properties include stand-alone properties that provide one level of service, combination properties that provide multiple levels of service and communities or campuses that provide a wide range of services. Properties are primarily held in joint venture entities with operating partners. We utilize the structure authorized by the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008).
Seniors Apartments Seniors apartments generally refer to age-restricted multi-unit housing with self-contained living units for older adults, usually aged 55+ who are able to care for themselves. Seniors apartments generally do not offer other additional services such as meals.
Independent Living and Independent Supportive Living (Canada) Independent living and independent supportive living generally refers to age-restricted, multifamily properties with central dining that provide residents access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.
Continuing Care Retirement Communities Continuing care retirement communities typically include a combination of detached homes and properties offering independent living, assisted living and/or long-term/post-acute care services on one campus. These communities appeal to residents because there is no need to relocate when health and medical needs change. Resident payment plans vary, but can include entrance fees, condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in exchange for a living unit, meals and some health services.
Assisted Living Assisted living refers to state-regulated rental properties that provide independent living services, but also provide supportive care from trained employees to residents who require assistance with activities of daily living, including, but not limited to, management of medications, bathing, dressing, toileting, ambulating and eating.
Alzheimer’s/Dementia Care Alzheimer's/Dementia Care refers to state-regulated rental properties that generally provide assisted living and independent living services, but also provide supportive care to residents with memory loss, Alzheimer's
disease and/or other types of dementia. Amenities vary, but may include enhanced security, specialized design features and memory-enhancing therapies that promote relaxation and help slow cognitive decline.
Care Homes with or without Nursing (U.K.) Care homes without nursing, regulated by the Care Quality Commission ("CQC”), are rental properties that provide essentially the same services as U.S. assisted living. Care homes with nursing, also regulated by the CQC, are licensed daily rate or rental properties where most individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various national and local reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care.
Our Seniors Housing Operating segment accounted for 67%, 67% and 69% of total revenues for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, we had relationships with 27 operators to manage our Seniors Housing Operating properties. In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on our partners to effectively and efficiently manage these properties. For the year ended December 31, 2020, our relationship with Sunrise Senior Living accounted for approximately 37% of our Seniors Housing Operating segment revenues and 25% of our total revenues. Additionally Revera accounted for approximately 12% of our Seniors Housing Operating segment revenues and 8% of our total revenues. Revera owns a controlling interest in Sunrise Senior Living.
Triple-net
Our Triple-net properties offer services including independent living and independent supportive living (Canada), assisted living, continuing care retirement communities, Alzheimer's/dementia care and care homes with or without nursing (U.K.) described above, as well as long-term/post-acute care. We invest primarily through acquisitions, development and joint venture partnerships. Our properties are primarily leased to operators under long-term, triple-net master leases that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases. We are not involved in property management. Our properties include stand-alone properties that provide one level of service, combination facilities that provide multiple levels of service, and communities or campuses that provide a wide range of services.
Long-Term/Post-Acute Care Facilities Post-acute care is at the leading edge of reducing health care costs while improving quality. These high-impact centers help patients recover from illness or surgery with the goals of getting the patient home and healed faster and reducing hospital readmission rates. Our long-term/post-acute care properties generally offer skilled nursing/post-acute care, inpatient rehabilitation and long-term acute care services. Skilled nursing/post-acute care refers to licensed daily rate or rental properties where most individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement in the U.S. or provincial reimbursement in Canada. All properties offer some level of rehabilitation services. Some properties focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitation properties provide intensive inpatient services after illness, injury or surgery to patients able to tolerate and benefit from three hours of rehabilitation per day. Long-term acute care properties provide inpatient services for patients with complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute care properties.
Our Triple-net segment accounted for 17%, 19% and 19% of total revenues for the years ended December 31, 2020, 2019 and 2018, respectively. For the year ended December 31, 2020, our revenues related to our relationship with ProMedica Health System ("ProMedica") accounted for approximately 27% of our Triple-net segment revenues and 5% of total revenues. As of December 31, 2020, our relationship with ProMedica was comprised of a master lease for 215 properties owned by a joint venture landlord of which we own 80%. In addition to rent, the master lease requires ProMedica to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases. All obligations under the master lease have been guaranteed by ProMedica.
During 2020, Genesis Healthcare ("Genesis") indicated substantial doubt as to their ability to continue as a going concern. As a result, effective July 1, 2020, we have written off all existing straight-line rent receivable balances of $91,025,000 as a reduction to rental income and now recognize rental income from Genesis on a cash basis. For the year ended December 31, 2020, our revenues related to our relationship with Genesis accounted for approximately 4% of our Triple-net segment revenues and 1% of our total revenues. As of December 31, 2020, our relationship with Genesis was comprised of two master leases for 52 properties owned 100% by us, six loans with a balance net of allowance for credit losses of $136,162,000, approximately 9.5 million shares of GEN Series A common stock (representing approximately 9% of total GEN common stock) and a 25% ownership stake in an unconsolidated joint venture that includes two master leases for 28 properties operated by Genesis. In addition to rent, the master leases require Genesis to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases. All obligations under the master lease have been guaranteed by FC-GEN Operations Investment, LLC, a subsidiary of Genesis and Genesis is current on all obligations to Welltower through December 31, 2020.
Outpatient Medical
Outpatient Medical Buildings Demand for outpatient medical services is growing as more procedures are performed safely and efficiently outside the hospital setting. State-of-the-art outpatient centers are needed in accessible, consumer-friendly locations. Our portfolio of outpatient medical buildings is an integral part of creating health care provider connectivity in local markets and generally include physician offices, ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Approximately 92% of our outpatient medical building portfolio is affiliated with health systems (buildings directly on or adjacent to hospital campuses or with tenants that are satellite locations for the health system and its physicians). We typically lease our outpatient medical buildings to multiple tenants and provide varying levels of property management. Our Outpatient Medical segment accounted for 16%, 13% and 12% of total revenues for each of the years ended December 31, 2020, 2019 and 2018, respectively. No single tenant exceeds 20% of segment revenues.
Investments
Providing high-quality and affordable health care to an aging global population requires vast investments and infrastructure development. We invest in seniors housing and health care real estate primarily through acquisitions, developments and joint venture partnerships. For additional information regarding acquisition and development activity, please see Note 3 to our consolidated financial statements. Our portfolio creates opportunities to connect partners across the continuum of care and drive efficiency. We seek to diversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry.
We monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions.
Investment Types
Real Property Our properties are primarily comprised of land, buildings, improvements and related rights. Our triple-net properties are generally leased to operators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or more five to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full market value if the options were to be exercised. Most of our rents are received under triple-net leases requiring the operator to pay rent and all additional charges incurred in the operation of the leased property. The tenants are required to repair, rebuild and maintain the leased properties. Substantially all these operating leases are designed with 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.
At December 31, 2020, approximately 95% of our triple-net properties were subject to master leases. A master lease is a lease of multiple properties to one tenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenant under the master lease. The tenant is required to make one monthly payment that represents rent on all the properties that are subject to the master lease. Typically, the master lease tenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at the same time. We believe this bundling feature benefits us because the tenant cannot limit the purchase or renewal to better performing properties and terminate the leasing arrangement with respect to poorer performing properties. This spreads our risk among the entire group of properties within the master lease. The bundling feature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcy has the right to assume or reject its unexpired leases and executory contracts. In the context of integrated master leases such as ours, our tenants in bankruptcy would be required to assume or reject the master lease as a whole, rather than deciding on a property by property basis.
Our outpatient medical portfolio is primarily self-managed and consists principally of multi-tenant properties leased to health care providers. Our leases typically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2020, 77% of our portfolio included leases with full pass through, 20% with a partial expense reimbursement (modified gross) and 3% with no expense reimbursement (gross). Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of six years at December 31, 2020 and are often credit enhanced by security deposits, guarantees and/or letters of credit.
Construction We provide for the construction of properties for tenants primarily as part of long-term operating leases. We capitalize certain interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during the construction period using the rate of interest that approximates our company-wide cost of financing. Our interest expense is reduced by the amount capitalized. The construction period commences upon funding and terminates upon the earlier of the completion of the applicable property or the end of a specified period. During the construction period, we advance funds to the tenants in accordance with agreed upon terms and conditions which require, among other things, periodic site visits by a company representative. During the construction period, we generally require an additional credit enhancement in the form of payment and performance bonds and/or completion guarantees. At December 31, 2020, we had outstanding construction investments of $487,742,000 and were committed to provide additional funds of approximately $622,108,000 to complete construction for investment properties. We also provide for construction loans which, depending on the terms and conditions, could be treated as loans, real property or investments in unconsolidated entities.
Loans Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees. Real estate loans consist of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. At December 31, 2020, we had outstanding loans, net of allowances, of $683,641,000 with an interest yield of approximately 7.7% per annum. Our yield on loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments. The loans outstanding at December 31, 2020 are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term.
Investments in Unconsolidated Entities Investments in entities that we do not consolidate but for which we can exercise significant influence over operating and financial policies are reported under the equity method of accounting. Our investments in unconsolidated entities generally represent interests ranging from 10% to 65% in real estate assets. Under the equity method of accounting, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest inclusive of transaction costs. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
In Substance Real Estate Additionally, we provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments, accounted for using the equity method, and are presented as investments in unconsolidated entities. We have made loans totaling $333,934,000 related to eight properties as of December 31, 2020, which are classified as in substance real estate investments.
Principles of Consolidation
The consolidated financial statements are in conformity with U.S general accepted accounting principles (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.
At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, "Consolidations", requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance.
For investments in joint ventures, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
Borrowing Policies
We utilize a combination of debt and equity to fund investments. Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the maturities on our triple-net leases and investment strategy. For short-term purposes, we may borrow on our primary unsecured credit facility or issue commercial paper. We replace these borrowings with long-term capital such as senior unsecured notes or common stock. When terms are deemed favorable, we may invest in properties subject to existing mortgage indebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on a leveraged basis. In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness.
Competition
We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, health care operators, developers and other investors in the acquisition, development, leasing and financing of health care and seniors housing properties. We compete for investments based on a number of factors including relationships, certainty of execution, investment structures and underwriting criteria. Our ability to successfully compete is impacted by economic and demographic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction and renovation costs and applicable laws and regulations.
The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete for patients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, family preferences (including a preference for home health services instead of residing in one of our communities), physicians, staff and price. Throughout the COVID-19 pandemic, seniors housing operators have experienced broad-based occupancy declines and as a result, we expect competition to increase in 2021 and beyond as operators attempt to fill unoccupied units. We also face competition from other health care facilities for tenants, such as physicians and other health care providers that provide comparable facilities and services.
For additional information on the risks associated with our business, please see “
Item 1A. Risk Factors
Risk Factor Summary
The following summarizes the principal factors that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
Risks Arising from Our Business:
Our business model and the operations of our business involve risks, including those related to:
•the effects of the COVID-19 pandemic;
•uncertainty regarding the implementation and impact of the CARES Act and future stimulus or other COVID-19 relief legislation;
•investments in and acquisitions of health care and seniors housing properties;
•unknown liability exposure related to acquired properties;
•competition for acquisitions may result in increased prices;
•our joint venture partners;
•Seniors Housing Operating properties operational risks;
•our ability to terminate our management agreements with Seniors Housing Operating managers;
•operational and legal risks with respect to our properties managed in RIDEA structures;
•the ability of operators to make payments to us;
•the impacts of severe cold and flu seasons or other widespread illnesses on occupancy;
•the insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors;
•our ability to timely reinvest our sale proceeds on terms acceptable to us;
•any adverse developments in the business or financial condition of Sunrise Senior Living, LLC;
•any failure, inability or unwillingness by ProMedica Health System and Genesis Healthcare to satisfy obligations under their agreements with us;
•ownership of property outside the U.S.;
•the impact of Brexit on our operations located in the U.K.;
•our ability to lease or sell properties on favorable terms;
•tenant, operator and manager insurance coverage;
•loss of properties owned through ground leases upon breach or termination of the ground leases;
•requirements of, or changes to governmental reimbursement programs, such as Medicare, Medicaid or government funding;
•controls imposed on certain of our tenants who provide health care services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay;
•our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards;
•development, redevelopment and construction;
•losses caused by severe weather conditions, natural disasters or the physical effects of climate change;
•costs incurred to remediate environmental contamination at our properties;
•cybersecurity incidents; and
•our dependence on key personnel.
Risks Arising from Our Capital Structure
Our capital structure involves exposure to risks, including those related to:
•our future leverage;
•the availability of cash for distributions to stockholders;
•covenants in our debt agreements;
•limitations on our ability to access capital;
•changes affecting the availability of LIBOR;
•any downgrades in our credit ratings; and
•increases in interest rates.
Risks Arising from Our Status as a REIT
As a result of our status as a REIT, we are exposed to risks, including those related to:
•our ability to remain qualified as a REIT;
•the ability of our subsidiaries to qualify as a REIT;
•the impact of the 90% annual distribution requirement on our liquidity and ability to engage in otherwise beneficial transactions;
•our limited use of TRSs under the Code;
•special requirements applicable to the lease of qualified health care properties to a taxable REIT subsidiary;
•tax consequences if certain sale-leaseback transactions are not characterized by the IRS as “true leases; and
•changes in our tax rate or exposure to additional tax liabilities.
Risks Factors
This section highlights significant factors, events and uncertainties that could create risk with an investment in our securities. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price. These risk factors do not identify all risks that we face: our operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. We group these risk factors into three categories:
•Risks arising from our business;
•Risks arising from our capital structure; and
•Risks arising from our status as a REIT.
Risks Arising from Our Business
The ongoing COVID-19 pandemic may continue to adversely affect our business, results of operations and financial condition.
We are unable to accurately predict the full impact that the COVID-19 pandemic will have on our results of operations, financial condition, liquidity and cash flows due to numerous factors that are not within our control. These factors include the duration and severity of the outbreak; availability and timely delivery and effectiveness of vaccines; public health measures, such as business closures and stay-at-home orders, and other actions taken by governments, businesses and individuals in response to the pandemic; the availability of federal, state, local or non-U.S. funding programs; general economic disruption and uncertainty in key markets and financial market volatility; and the impact of the COVID-19 pandemic on general macroeconomic conditions and the pace of recovery when the pandemic subsides.
The COVID-19 pandemic has subjected our business, operations and financial condition to a number of risks, including but not limited to those discussed below:
•Risks Related to Revenue: Our revenues and our operators' revenues are dependent on occupancy. Our Seniors Housing Operating portfolio has experienced a decline in spot occupancy from 85.8% at February 29, 2020 to 76.2% at December 31, 2020 and 74.4% at February 5, 2021. In addition to the impact of increases in mortality rates on occupancy of our Seniors Housing Operating facilities, the ongoing COVID-19 pandemic has, to varying degrees during the course of the pandemic, prevented prospective occupants and their families from visiting our facilities and limited the ability of new occupants to move into our facilities due to heightened move-in criteria and screening. Although the ongoing impact of the pandemic and vaccine deployment on occupancy remain uncertain, occupancy of our Seniors Housing Operating and Triple-net properties could further decrease. Such a decrease could affect the net operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make contractual payments to us. In addition, although we collected over 98% of rent due in the fourth quarter of 2020, rental income in our Outpatient Medical segment may decrease if our tenants do not renew leases or do not make timely or full lease payments as a result of temporary medical practice closures or decreases in revenue due to government imposed restrictions on elective medical procedures or decisions by patients to delay treatments. As a result of the financial impact of the COVID-19 pandemic on our operators and tenants, we may offer certain tenants concessions such as rent deferrals or rent abatements across our Triple-net and Outpatient Medical segments.
•Risks Related to Operator and Tenant Financial Condition: In addition to decreased revenue from tenant and operator payments, the impact of the COVID-19 pandemic creates a heightened risk of tenant, operator, borrower, manager or other obligor bankruptcy or insolvency due to factors such as decreased occupancy, medical practice disruptions resulting from stay-at-home orders, increased health and safety and labor expenses or litigation resulting from developments related to the COVID-19 pandemic. See" - The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition" for more information regarding operator and tenant bankruptcy risks. Our ability to terminate our lease with a tenant and relet the property to another tenant may be severely limited under current conditions due to the industry and macroeconomic effects of the COVID-19 pandemic and local ordinances. If we cannot transition a leased property to a new tenant due to the effects of the COVID-19 pandemic or for other reasons, we may take possession of that property, which may expose us to certain successor liabilities. Publicity about the operator's financial condition and insolvency proceedings, particularly in light of ongoing publicity related to the COVID-19 pandemic, may also negatively impact their and our reputations, decreasing customer demand and revenues. Should such events occur, our revenue and operating cash flow may be adversely affected.
•Risks Related to Operations: Across all of our properties, we and our operators have incurred increased operational costs as a result of the introduction of public health measures and other regulations affecting our properties and our operations, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure PPE and supplies on behalf of our operators. Such operational costs may increase in the future based on the duration and severity of the pandemic or the introduction of additional public health regulations. Operators and tenants are also subject to risks arising from the unique pressures on seniors housing and medical practice employees during
the COVID-19 pandemic. As a result of difficult conditions and stresses related to the COVID-19 pandemic, employee morale and productivity may suffer and additional pay, such as hazard pay, may not be sufficient to retain key operator and tenant employees. In addition, our operations or those of our operators or tenants may be adversely impacted if a significant number of our employees or those of our operators or tenants contract COVID-19. Although we continue to undertake extensive efforts to ensure the safety of our properties, employees and residents and to provide operator support in this regard, the impact of the COVID-19 pandemic on our facilities could result in additional operational costs and reputational and litigation risk to us and our operators. As a result of the COVID-19 pandemic, operator and tenant cost of insurance is expected to increase and such insurance may not cover certain claims related to COVID-19. Our exposure to COVID-19 related litigation risk may be increased if the operators or tenants of the relevant facilities are subject to bankruptcy or insolvency. In addition, to varying degrees during the course of the pandemic we have experienced increased operational challenges and costs resulting from logistical challenges such as supply chain interruptions, business closures and restrictions on the movement of people. In response to stay-at-home orders and to support the health and well-being of our employees, the large majority of our employees are currently working remotely. The effects of such work arrangements for an extended period of time could impact employee productivity and morale and introduce additional operational risk, including but not limited to cybersecurity risks.
•Risks Related to Property Acquisitions and Dispositions: As a result of uncertainty regarding the length and severity of the COVID-19 pandemic and the impact of the pandemic on our business and related industries, our investments in and acquisitions of seniors housing and health care properties, as well as our ability to transition or sell properties with profitable results, may be limited. Such disruptions to acquisition, disposition and development activity may negatively impact our long-term competitive position.
•Risks Related to Liquidity: If our access to capital is restricted or our borrowing costs increase as a result of developments in financial markets relating to the pandemic, our operations and financial condition could be adversely impacted. In addition, a prolonged period of decreased revenue and limited acquisition and disposition activity may adversely affect our financial condition and long-term growth prospects and there can also be no assurance that we will not face credit rating downgrades. Future downgrades could adversely affect our cost of capital, liquidity, competitive position and access to capital markets.
•Risks Related to Dividends: The impacts of the COVID-19 pandemic on our results of operations, liquidity and financial condition could adversely affect our ability to pay dividend distributions at expected levels or at all. All distributions are made at the discretion of our Board of Directors in accordance with Delaware law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectation of our future capital requirements and operating performance, restrictive covenants in our financial and other contractual agreements, maintenance of our REIT qualification, restrictions under Delaware law and other factors as our Board of Directors may deem relevant from time to time. Our Board of Directors will continue to assess our dividend rate on an ongoing basis, as the COVID-19 pandemic and related market conditions and our financial position continue to evolve. Our Board of Directors declared a cash dividend for the quarter ended December 31, 2020 of $0.61 per share, consistent with the cash dividends for the quarters ended September 30, June 30 and March 31, 2020, representing a 30% decrease from the $0.87 per share dividend for the quarter ended December 31, 2019.
The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and stock price. As the COVID-19 pandemic continues to adversely affect our operating and financial results, it may also have the effect of heightening many of the other risks described in the risk factors in this Annual Report on Form 10-K.
There remains uncertainty regarding the implementation and impact of the CARES Act and any future stimulus or other COVID-19 relief legislation. There can be no assurance as to the amount of financial assistance we and our operators will receive or that we will be able to comply with the terms and conditions to keep such assistance.
In response to the COVID-19 pandemic, the Coronavirus Aid Relief, and Economic Security Act ("CARES Act") and the Paycheck Protection Program and Health Care Enhancement Act ("PPPHCE Act"), signed into law on March 20, 2020, and April 24, 2020, respectively, authorized $175 billion in funding to be distributed to healthcare providers, including assisted living facilities. These funds, distributed through the Provider Relief Fund and administered by the Department of Health and Human Services, are required to be used to prevent, prepare for and respond to COVID-19 and reimburse expenses or lost revenues attributable the COVID-19 pandemic. Although these distributions are not subject to repayment, attestation and compliance with certain terms and conditions including detailed reporting and auditing are required. Any funds that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living portfolio that are attributable to the COVID-19 pandemic.
In 2020 applications were made for amounts under Phase 2 and Phase 3 of the Provider Relief Fund following the announcement from the Department of Health and Human Services that it expanded the eligibility of the CARES Act to include assisted living facilities. During the fourth quarter, we received Provider Relief Funds of approximately $9 million which was recognized as a reduction to property operating expenses. To date in 2021, we have received approximately $34 million of
Provider Relief Funds. While we have received some funds to date, there can be no assurance that all of our applications will be approved or that additional funds will ultimately be received in full or in part.
Our investments in and acquisitions of health care and seniors housing properties may be unsuccessful or fail to meet our expectations
Some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. If we agree to provide construction funding to an operator/tenant and the project is not completed, we may need to take steps to ensure completion of the project. Such expenditures may negatively affect our results of operations. Investments in and acquisitions of seniors housing and health care properties entail risks associated with real estate investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance expectations. Furthermore, there can be no assurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordance with anticipated timing, on anticipated terms, or at all. We may be unable to obtain or assume financing for acquisitions on favorable terms or at all. Health care properties are often highly customizable and the development or redevelopment of such properties may require costly tenant-specific improvements. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition. Acquired properties may be located in new markets, either within or outside the United States, where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures. As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisitions, investment, development and redevelopment opportunities.
Acquired properties may expose us to unknown liability
We may acquire properties or invest in joint ventures that own properties subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include: liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons against the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors and others indemnified by the former owners of the properties.
Competition for acquisitions may result in increased prices for properties
We may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors. This competition may adversely affect us by subjecting us to the following risks: we may be unable to acquire a desired property because of competition from other well-capitalized real estate investors and, even if we are able to acquire a desired property, competition from other real estate investors may significantly increase the purchase price.
Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their obligations, and disputes between us and our partners
We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; that our partner may be in a position to take action or withhold consent contrary to our instructions or requests; and that our joint venture partners may be structured differently than us for tax purposes, which could create conflicts of interest and risks to our REIT status. In some instances, we and/or our partner may have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, acquire our partner’s interest or sell the underlying asset at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be limited if we do not have sufficient cash, available borrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer to retain it. On the other hand, our ability to transfer our interest in a joint venture to a third party may be restricted and the market for our interest may be limited and/or valued lower than fair market value. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the joint ventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of a property.
We assume operational and legal risks with respect to our properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations and financial condition
We have entered into various joint ventures that were structured under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), which permits REITs to own or partially own “qualified health care properties” in a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments) in compliance with REIT requirements. 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.
Under a RIDEA structure, we are required to rely on our operator to manage and operate the property, including complying with laws and providing resident care. However, as the owner of the property under a RIDEA structure, we are responsible for operational and legal risks and liabilities of the property, including, but not limited to, those relating to employment matters of our operators, compliance with health care fraud and abuse and other laws, governmental reimbursement matters, compliance with federal, state, local and industry-related licensure, certification and inspection laws, regulations, and standards, and litigation involving our properties or residents/patients, even though we have limited ability to control or influence our operators’ management of these risks. Further, our taxable REIT subsidiary (“TRS”) is generally required to hold the applicable health care license and enroll in the applicable government health care programs (e.g., Medicare- and Medicaid), which subjects us to potential liability under various health care regulatory laws. Penalties for failure to comply with applicable laws may include loss or suspension of licenses and certificates of need, certification or accreditation, exclusion from government health care programs (e.g., Medicare and Medicaid), administrative sanctions and civil monetary penalties. Although we have some general oversight approval rights and the right to review operational and financial reporting information, our operators are ultimately in control of the day-to-day business of the property, including clinical decision-making, and we rely on them to operate the properties in a manner that complies with applicable law.
We are exposed to operational risks with respect to our Seniors Housing Operating properties that could adversely affect our revenue and operations
We are exposed to various operational risks with respect to our Seniors Housing Operating properties that may increase our costs or adversely affect our ability to generate revenues. In addition to operational challenges related to the COVID-19 pandemic, these risks include fluctuations in occupancy experienced during the normal course of business, Medicare and Medicaid reimbursement, if applicable, and private pay rates; economic conditions; competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; increases in property taxes; state regulation and rights of residents related to entrance fees; federal and state housing laws and regulations, including rent and eviction restrictions related to the COVID-19 pandemic; and the availability and increases in the cost of labor (as a result of unionization or otherwise). Any one or a combination of these factors may adversely affect our revenue and operations.
We have rights to terminate our management agreements with operators, in whole or with respect to specific properties under certain circumstances, and we may be unable to replace if our management agreements are terminated or not renewed
We are parties to long-term management agreements with our Seniors Housing Operating managers pursuant to which they provide comprehensive property management, accounting and other services with respect to our Seniors Housing Operating properties. We have the ability to terminate any of our management agreements upon the occurrence of certain events such as insolvency relating to such manager, and in some cases, the failure to meet specific NOI targets without curing, as well as the occurrence of other events or certain conditions.
We regularly monitor and review our rights and remedies under our management agreements. When determining if we will take significant action under those agreements, including terminating a manager, we consider numerous legal, contractual, regulatory, business and other relevant factors. In exercising our rights to terminate or not renew a management agreement, we would work with our existing seniors housing operators or potentially new operators to manage the properties; however, there is no assurance that we would be able to timely source a replacement or that any replacement manager would be effective. Any transition to a new manager would most likely require regulatory approval and potentially the approval of the holders of any liens on the property. The failure to replace on a timely basis, as well as the failure to receive these approvals, either at all or in a timely manner, could have an adverse effect on the properties and our revenue.
Decreases in our operators’ revenues or increases in our operators’ expenses could affect our operators’ ability to make payments to us
We have very limited control over the success or failure of our operators' businesses and, at any time, an operator may experience a downturn in its business that weakens its financial condition. Our operators’ revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if applicable. Expenses for these facilities are
primarily driven by the costs of labor, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have, and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating costs continue to increase for our operators. To the extent that any decrease in revenues and/or any increase in operating expenses result in a property not generating enough cash to make payments to us, the credit of our operator and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need to record an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any such impairment or loss on sale would negatively affect our financial results. These risks are magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties. Although our lease agreements give us the right to exercise certain remedies in the event of default on the obligations owing to us, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.
Increased competition and oversupply may affect our operators’ and managers' ability to meet their obligations to us
The operators and managers of our properties compete on a local and regional basis with operators and managers of properties and other health care providers that provide comparable services for residents and patients, including on the basis of the scope and quality of care and services provided, reputation and financial condition, physical appearance of the properties, price, and location. Our operators and managers are expected to encounter increased competition in the future that could limit their ability to attract residents or expand their businesses. In addition, we expect that there will continue to be a more than adequate inventory of seniors housing facilities. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that meet our expected yields and fulfill their obligations to us, including but not limited to the results of the COVID-19 pandemic. If our operators and managers cannot compete effectively or if there is an oversupply of facilities, their financial performance could have a material adverse effect on our financial results.
A severe cold and flu season, epidemics or any other widespread illnesses could adversely affect the occupancy of our Seniors Housing Operating and Triple-net properties
In addition to the impact of the COVID-19 pandemic, our business and operations are exposed to risks from severe cold and flu seasons or the occurrence of epidemics or any other widespread illnesses. Our revenues and our operators' revenues are dependent on occupancy and the occupancy of our Seniors Housing Operating and Triple-net properties could significantly decrease in the event of a severe cold and flu season, an epidemic or any other widespread illness. Such a decrease could affect the operating income of our Seniors Housing Operating properties and the ability of our Triple-net operators to make payments to us. As experienced during the COVID-19 pandemic, a future flu or other pandemic could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents, and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results.
The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition
We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in a tenant, operator, borrower, manager or other obligor bankruptcy or insolvency, or that a tenant, operator, borrower, manager or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies. In addition, if a lease is rejected in a tenant bankruptcy, our claim against the tenant may be limited by applicable provisions of the bankruptcy law. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Publicity about the operator's financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Should such events occur, our revenue and operating cash flow may be adversely affected.
We may not be able to timely reinvest our sale proceeds on terms acceptable to us
From time to time, we will have cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective dispositions, under the terms of master leases or similar financial support arrangements. In order to maintain current revenues and continue generating attractive returns, we expect to reinvest these proceeds in a timely manner. We compete for real estate investments with a broad variety of potential investors, including
other health care REITs, real estate partnerships, health care providers, health care lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. This competition for attractive investments may negatively affect our ability to make timely investments on terms acceptable to us. In addition, our ability to execute on our real estate investment strategies may be temporarily disrupted during periods of financial market volatility or real estate and health care industry market uncertainty, including as a result of the COVID-19 pandemic.
The properties managed by Sunrise Senior Living, LLC (“Sunrise”) account for a significant portion of our revenues and net operating income and any adverse developments in its business or financial condition could adversely affect us
As of December 31, 2020, Sunrise managed 165 of our Seniors Housing Operating properties. These properties account for a significant portion of our revenues and net operating income. Although we have various rights as the property owner under our management agreements, we rely on Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our Seniors Housing Operating properties efficiently and effectively. We also rely on Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations. Any adverse developments in Sunrise’s business or financial condition could impair its ability to manage our properties efficiently and effectively, which could adversely affect our business, results of operations, and financial condition. For example, we depend on Sunrise’s ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our Seniors Housing Operating properties. A shortage of nurses or other trained personnel or general inflationary pressures may force Sunrise to enhance its pay and benefits packages to compete effectively for such personnel, but it may not be able to offset these added costs by increasing the rates charged to residents. Any increase in labor costs and other property operating expenses, any failure by Sunrise to attract and retain qualified personnel, or significant changes in Sunrise’s senior management or equity ownership could adversely affect the income we receive from our Seniors Housing Operating properties and have a material adverse effect on us. Also, if Sunrise experiences any significant financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other things, acceleration of its indebtedness, impairment of its continued access to capital or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, which, in turn, could adversely affect our business, results of operations and financial condition. If we determine to sell or transition properties currently managed by Sunrise, we may experience operational challenges and/or significantly declining financial performance for those properties. See Note 9 to our consolidated financial statements for additional information.
We depend on ProMedica Health System ("ProMedica") and Genesis Healthcare (“Genesis”) for a significant portion of our revenues and any failure, inability or unwillingness by them to satisfy obligations under their agreements with us could adversely affect us
The properties we lease to ProMedica and Genesis account for a significant portion of our revenues, and because these leases are triple-net leases, we also depend on ProMedica and Genesis to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties. We cannot assure you that ProMedica and Genesis will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their respective obligations under our leases, and any failure, inability or unwillingness by ProMedica and Genesis to do so could have an adverse effect on our business, results of operations and financial condition. ProMedica and Genesis have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we cannot assure you that ProMedica and Genesis will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. ProMedica and Genesis's failure to effectively conduct their operations or to maintain and improve our properties could adversely affect their business reputations and their ability to attract and retain patients and residents in our properties, which, in turn, could adversely affect our business, results of operations and financial condition. Additionally, we have made loans to Genesis and their operational or other failures could adversely impact their ability to repay these loans when due. During 2020, Genesis indicated substantial doubt as to their ability to continue as a going concern. Effective July 1, 2020, we revised our method of revenue recognition to a cash-basis accounting method from a straight-line accounting method and wrote off existing straight-line rent receivable balances of $91,025,000. In addition, during 2020 we recognized $80,873,000 of provision for loan losses with respect to our Genesis loan portfolio. As of December 31, 2020, Genesis is current on all obligations to us.
Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations
We have operations in the U.K. and Canada which represent 9.8% and 9.4% of total Welltower revenues, respectively. As of December 31, 2020, Revera managed 94 of our Seniors Housing Operating properties in Canada, representing a significant portion of our revenues, and also owned a controlling interest in Sunrise. International development, ownership, and operating activities involve risks that are different from those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international currency gain or loss recognized with respect to changes in exchange rates, which may not qualify under the 75% gross income test or the 95% gross income test required for us to satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; impact
from international trade disputes and the associated impact on our tenants' supply chain and consumer spending levels; changes in foreign political, regulatory, and economic conditions (regionally, nationally and locally) including, but not limited to, the macroeconomic and regulatory effects of Brexit, including impacts on the U.K. real estate market; challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in foreign countries; local businesses and cultural factors that differ from our usual standards and practices; differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles and political and economic instability; and failure to comply with applicable laws and regulations in the U.S. that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act. If we are unable to successfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adversely affected.
The business and financial results of our operations located in the U.K. may be negatively impacted as a result of Brexit
The future relationship between the U.K. and the EU, as well as the legal and economic consequences of those terms remain unclear, including with respect to the post-Brexit regulatory environment in the U.K. It is possible that the level of health care and other economic activity in the U.K. will be adversely impacted by the U.K.'s withdrawal from the EU in 2020 (commonly referred to as "Brexit") and that we will face increased regulatory and legal complexities which could have an adverse impact on the financial condition and results of operations of our properties in the U.K.
Moreover, the value of the British Pound Sterling incurred significant fluctuations. If the value of the British Pound Sterling continues to incur similar fluctuations, unfavorable exchange rate changes may negatively affect the value of our operations located in the U.K., as translated to our reporting currency, the U.S. Dollar, in accordance with U.S. GAAP, which may impact the revenue and earnings we report. Continued fluctuations in the British Pound Sterling may also result in the imposition of price adjustments by E.U.-based suppliers to our U.K. operations, as those suppliers seek to compensate for the changes in value of the British Pound Sterling as compared to the European Euro.
If our tenants do not renew their existing leases, or if we are required to sell properties for liquidity reasons, we may be unable to lease or sell the properties on favorable terms, or at all
We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are not renewed, we would be required to find other tenants to occupy those properties, or sell them. There can be no assurance that we would be able to identify suitable replacement tenants or enter into leases with new tenants on terms as favorable to us as the current leases or that we would be able to lease those properties at all. Our competitors may offer space at rental rates below current market rates or below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our rental rates below those we currently charge to retain customers when leases expire. In addition, our ability to reposition our properties with a suitable replacement tenant or operator could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings. Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable to us than current lease terms.
Real estate investments are relatively illiquid and most of the property we own is highly customized for specific uses. Our ability to quickly sell or exchange any of our properties in response to changes in operator, economic and other conditions will be limited. No assurances can be given that we will recognize full value for any property that we are required to sell. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.
Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses
We maintain or require our tenants, operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in our industry and we frequently review our insurance programs and requirements. Our tenants, operators and manager may not be able to maintain adequate levels of insurance and required coverages. Also, we may not be able to require the same levels of insurance coverage under our lease, management and other agreements, which could adversely affect us in the event of a significant uninsured loss. We cannot make any guarantee as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, operators and managers. Insurance may not be available at a reasonable cost in the future or policies may not be maintained at a level that will fully cover all losses on our properties upon the occurrence of a catastrophic event. This may be especially the case due to increases in property insurance costs. In addition, in recent years, long-term/post-acute care and seniors housing operators and managers have experienced substantial increases in both the number and size of patient care liability claims. As a result, general and professional liability costs have increased in some markets. Due to the uncertainty of the long term effects of the COVID-19 pandemic, general and professional liability insurance coverage may be restricted or very costly, which may adversely affect the tenants’, operators’ and managers’ future
operations, cash flows and financial conditions, and may have a material adverse effect on the tenants’, operators’ and managers’ ability to meet their obligations to us.
Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we may acquire additional properties in the future through the purchase of interests in ground leases. Many of these ground leases impose significant limitations on our uses of the subject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair the properties’ value or negatively impact our ability to find suitable tenants for the properties. As the lessee under a ground lease, we are exposed to the possibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us.
The requirements of, or changes to, governmental reimbursement programs, such as Medicare, Medicaid or government funding, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us
Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of its revenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries or carriers, government funding restrictions (at a program level or with respect to specific facilities), any lapse in Congressional funding of the Centers for Medicare and Medicaid Services and interruption or delays in payments due to any ongoing government investigations and audits at such property. In recent years, government payors have frozen or reduced payments to health care providers due to budgetary pressures. Federal and state authorities may continue seeking to implement new or modified reimbursement methodologies that may negatively impact health care property operations. See “Item 1 - Business - Certain Government Regulations - United States - Reimbursement” above for additional information. Health care reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors and properties. There can be no assurance that adequate reimbursement levels will be available for services provided by any property operator, whether the property receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect the ability of an obligor to meet its obligations to us.
Since January 1, 2014, the Health Reform Laws have provided those states that expand their Medicaid coverage to otherwise eligible state residents with incomes at or below 138% of the federal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. Given that the federal government substantially funds the Medicaid expansion, it is unclear how many states will ultimately pursue this option, although, as of early January 2021, more than 75% of the states have expanded Medicaid coverage. The participation by states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their ability to pay our tenants.
The status of the Health Reform Laws may be subject to change as a result of political, legislative, regulatory, and administrative developments and judicial proceedings. For example, the U.S. Supreme Court heard oral argument in a case seeking to invalidate the Affordable Care Act on November 10, 2020, with a decision expected to be issued in 2021. Additionally, while the Trump Administration and prior U.S. Congresses have sought to modify, repeal, or otherwise invalidate all, or certain provisions of, the Health Reform Laws, including Medicaid expansion, there is uncertainty with respect to the impact the Biden Administration and the new U.S. Congress may have upon the Health Reform Laws. If the operations, cash flows or financial condition of our operators and tenants are materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. More generally, and because of the dynamic nature of the legislative and regulatory environment for health care products and services, and in light of existing federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on the U.S. economy, our business, or that of our operators and tenants.
If controls imposed on certain of our tenants who provide health care services that are reimbursed by Medicare, Medicaid and other third-party payors to reduce admissions and length of stay affect inpatient volumes at our health care facilities, the financial condition or results of operations of those tenants could be adversely affected
Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of our health care facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required pre-admission authorization and utilization review and by payor pressures to maximize outpatient and alternative health care delivery services for less acutely ill patients. Efforts to
impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial condition of our tenants who provide health care services in our hospitals and post-acute facilities. If so, this could adversely affect these tenants’ ability and willingness to comply with the terms of their leases with us and/or renew those leases upon expiration, which could have a material adverse effect on us.
Our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us
Our operators and tenants generally are subject to or impacted by varying levels of federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards. These laws and regulations include, among others: laws protecting consumers against deceptive practices; laws relating to the operation of our properties and how our tenants and operators conduct their business, such as fire, health and safety, data security and privacy laws; federal and state laws affecting hospitals, clinics and other health care communities that participate in both Medicare and Medicaid that specify reimbursement rates, pricing, reimbursement procedures and limitations, quality of services and care, background checks, food service and physical plants, and similar foreign laws regulating the health care industry; resident rights laws (including abuse and neglect laws) and fraud laws; anti-kickback and physician referral laws; the ADA and similar state and local laws; and safety and health standards set by the Occupational Safety and Health Administration or similar foreign agencies. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state health care programs, civil liability, and in certain limited instances, criminal penalties, loss of license, closure of the facility and/or the incurrence of considerable costs arising from an investigation or regulatory action. The likelihood of these actions may increase due to the uncertainty of the long term effects of the COVID-19 pandemic. Such actions may have an effect on our operators’ or tenants’ ability to make lease payments to us and, therefore, adversely impact us. In addition, we may be directly subject to certain health care fraud and abuse laws and data privacy laws, as well as potential investigation or enforcement, as a result of our RIDEA-structured arrangements, and certain other arrangements we may pursue with healthcare entities who are directly subject to these laws. See “Item 1 - Business - Certain Government Regulations - United States - Fraud & Abuse Enforcement” and “Item 1 - Business - Certain Government Regulations - United States - Health Care Matters - Generally” above.
Many of our properties may require a license, registration, and/or CON to operate. Failure to obtain a license, registration, or CON, or loss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. These events could materially adversely affect our operators’ or tenants’ ability to make rent or other obligatory payments to us. State and local laws also may regulate the expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or other similar approval from a state agency. See “Item 1 - Business - Certain Government Regulations - United States - Licensing and Certification” above.
In addition, we cannot assure you that future changes in government regulation will not adversely affect the health care industry, including our tenants and operators, nor can we be certain that our tenants and operators will achieve and maintain occupancy and rate levels or labor cost levels that will enable them to satisfy their obligations to us.
Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition
From time to time, we are directly involved or named as a party in in legal proceedings, lawsuits and other claims that involve class actions, disputes regarding property damage, care matters and other issues. We also are named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators/tenants or managers in which such operators/tenants or managers have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or future litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations. An unfavorable resolution of pending or future litigation or legal proceedings may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses, significantly divert the attention of management, and could damage our reputation and our brand. In addition, any such resolution could involve our agreement to terms that restrict the operation of our business. We cannot guarantee losses incurred in connection with any current or future legal or regulatory proceedings or actions will not exceed any provisions we may have set aside in respect of such proceedings or actions or will not exceed any available insurance coverage.
Development, redevelopment and construction risks could affect our profitability
In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. These factors could result in increased costs or our abandonment of these projects. In addition, we may abandon opportunities we have begun to investigate, for a range of reasons, including changes in expected financing or
construction costs, adverse changes in expected rents or expenses, adverse environmental findings, or conditions to zoning approval, which would result in additional expenses beyond those originally expected. In addition, we may not be able to obtain financing on favorable terms, or at all, which may render us unable to proceed with our development activities. We may not be able to complete construction and lease-up of a property on budget and on schedule, which could result in increased debt service expense or construction costs. Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for significant cash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is not sufficient, we may be forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flow that we expect, which could adversely affect our overall financial performance.
In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. In particular, we estimate the return on our investment based on expected occupancy, rental rates, operating expenses, capital costs and future competition. If our financial projections with respect to a new property are inaccurate, the property may fail to perform as we expected in analyzing our investment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals. Additionally, we may acquire new properties that are not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property.
Operators of new facilities we construct may need to obtain Medicare and Medicaid certification and enter into Medicare and Medicaid provider agreements and/or third-party payor contracts. In the event that the operator is unable to obtain the necessary licensure, certification, provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until either the initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contract with a new operator that is able to obtain a license to operate the facility for its intended use and the necessary provider agreements or contracts.
We may experience losses caused by severe weather conditions, natural disasters or the physical effects of climate change, which could result in an increase of our or our tenants’ cost of insurance, unanticipated costs associated with evacuation, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property
We maintain or require our tenants to maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are appropriate given the relative risk and costs of such coverage. However, a large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions or natural disasters such as hurricanes, earthquakes, tornadoes and floods, as well as the effects of climate change. We believe, given current industry practice and analysis prepared by outside consultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornadoes, floods, wildfires and other severe weather conditions and natural disasters, including the effects of climate change. Nevertheless, we are always subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses including but not limited to the costs associated with evacuation. These losses may lead to an increase of our and our tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstances if the cost of insurance exceeds, in our or our tenants’ judgment, the value of the coverage relative to the risk of loss. Also, changes in federal and state legislation and regulation relating to climate change could result in increased capital expenditures to improve the energy efficiency and resiliency of our existing properties and could also necessitate us to spend more on our new development properties without a corresponding increase in revenue.
To the extent that significant changes in the climate occur in areas where our communities are located, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change be material, including significant property damage to or destruction of our communities, or occur for lengthy periods of time, our financial condition or results of operations may be adversely affected. In addition, changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties without a corresponding increase in revenue, resulting in adverse impacts to our net income.
We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’ business or financial condition
Under various laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardous substances. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property. Our tenants or borrowers are primarily responsible for the condition of the property. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an
interest in them. Those assessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmental liabilities arise. Based upon such assessments, we do not believe that any of our properties are subject to material environmental contamination. However, environmental liabilities may be present in our properties and we may incur costs to remediate contamination, which could have a material adverse effect on our business or financial condition or the business or financial condition of our obligors.
Cybersecurity incidents could disrupt our business and result in the loss of confidential information
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data through phishing or other malicious activity, attempts to interrupt our access to or use of information technology systems through distributed denial-of-service or ransomware attacks, breaches related to our increased receipt and use of data from multiple sources, and other electronic security breaches or other cybersecurity incidents within our environment or our third party vendors' environments, including those resulting from human error, product defects and technology failures. Such cyber-attacks can range from individual attempts to gain unauthorized access to our or our vendors' information technology systems to more sophisticated security threats, and may be specifically targeted to our business or more general industry wide risks. Our information technology networks, suppliers and related systems are essential to our ability to perform day-to-day operations of our business. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing or detecting a cyber-attack. Even the most well-protected information, networks, systems and facilities remain vulnerable because the techniques used in such attempted cybersecurity breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques, implement adequate cybersecurity barriers or other preventative measures, or recover from an attack without operational impact, and thus it is impossible for us to entirely mitigate this risk. In the past, we have experienced cybersecurity breaches, which to date have not had a material impact on our operations; however, there is no assurance that such impacts will not be material in the future. We must continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption. Cybersecurity incidents could disrupt our business, damage our reputation, cause us to incur significant remediation expense and have a materially adverse effect on our business, financial condition and results of operations. Cybersecurity breaches that compromise proprietary, personal identifying or confidential information of our employees, operators, tenants and partners or result in operational disruptions could result in legal claims or proceedings, including enforcement actions by regulators under data privacy regulations, such as the U.K. General Data Protection Regulation which imposes administrative fines for serious breaches up to the greater of 4% of annual worldwide turnover or £17.5 million.
Our success depends on key personnel whose continued service is not guaranteed
Our success depends on the continued availability and service of key personnel, including our executive officers and other highly qualified employees, and competition for their talents is intense. There is substantial competition for qualified personnel. We cannot assure you that we will retain our key personnel or that we will be able to recruit and retain other highly qualified employees in the future. Losing any key personnel could, at least temporarily, have a material adverse effect on our business, financial position and results of operations.
Risks Arising from Our Capital Structure
We may become more leveraged
Permanent financing for our investments is typically provided through a combination of public offerings of debt and equity securities and the incurrence or assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicate a greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtain additional financing, (4) negatively affect our credit ratings or outlook by one or more of the rating agencies or (5) make us more vulnerable to increases in interest rates because of the variable interest rates on some of our borrowings to the extent we have not entirely hedged such variable rate debt.
Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board of Directors
If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels. Our inability to make expected distributions would likely result in a decrease in the market price of our common stock. All distributions are made at the discretion of our Board of Directors in accordance with Delaware law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectation of our future capital requirements and operating performance, restrictive covenants in our financial and other contractual arrangements, maintenance of our REIT qualification, restrictions under Delaware law and other factors as our Board of Directors may deem relevant from time to time. Additionally, our ability to make distributions will be adversely affected if any of the risks described herein, or other significant adverse events, occur.
We are subject to covenants in our debt agreements that could have a material adverse effect on our business, results of operations and financial condition
Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions 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. Breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness, in addition to any other indebtedness cross-defaulted against such instruments. These defaults could have a material adverse effect on our business, results of operations and financial condition.
Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations and commitments
We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments as they mature. Our access to capital depends upon a number of factors over which we have little or no control, including rising interest rates, inflation and other general market conditions; the market’s perception of our growth potential and our current and potential future earnings and cash distributions; the market price of the shares of our common stock and the credit ratings of our debt securities; changes in the credit ratings on U.S. government debt securities; uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; and default or delay in payment by the U.S. of its obligations. We also rely on the financial institutions that are parties to our revolving credit facilities. If these institutions become capital constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us, which would adversely affect our ability to draw on our revolving credit facilities and, over time, could negatively impact our ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our stockholders. If our access to capital is limited by these factors or other factors, it could negatively impact our ability to acquire properties, repay or refinance our indebtedness, fund operations or make distributions to our stockholders.
Changes affecting the availability of the London Interbank Offered Rate (“LIBOR”) may have consequences for us that cannot yet reasonably be predicted
We have outstanding debt, hedge agreements and receivable transactions with variable interest rates based on LIBOR. The LIBOR benchmark has been subject of national, international, and other regulatory guidance and proposals for reform. In November 2020, ICE Benchmark Administration, the administrator of LIBOR, with support of the United States Federal Reserve and the United Kingdom's Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for the one week and two month USD LIBOR tenors, and on June 30, 2023 for all other USD LIBOR tenors. While this announcement extends the transition period, the United States Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021. At this time, no consensus exists as to which reference rate or rates or benchmarks may become acceptable alternatives to LIBOR. The Alternative Reference Rates Committee, which was convened by the Federal Reserve Board and the New York Fed, has identified the Second Oversight Financing Rate as the recommended alternative rate for LIBOR. These reforms may cause LIBOR to perform differently than in the past and LIBOR may ultimately cease to exist after 2021. While it is not currently possible to determine precisely whether, or to what extent, the withdrawal and replacement of LIBOR would affect us, the implementation of alternative benchmark rates to LIBOR may have an adverse effect on our business, results of operations or financial condition. Any new benchmark rate will likely not replicate LIBOR exactly, which could impact contracts that terminate after 2023. There is uncertainty about how applicable law, the courts or we will address the replacement of LIBOR with alternative rates on agreements that do not include alternative rate fallback provisions. In addition, any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets, which could impact our results of operations and cash flows. Uncertainty as to the nature of such potential changes may also adversely affect the trading market for our securities. Additional financing, therefore, may be unavailable, more expensive or restricted by the terms of our outstanding indebtedness.
Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital
We plan to manage the company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be able to maintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our results of operations, liquidity, cash flows, the trading/redemption price of our securities and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.
Increases in interest rates could have a material adverse effect on our cost of capital
An increase in interest rates may increase interest cost on new and existing variable rate debt. Such increases in the cost of capital could adversely impact our ability to finance operations, acquire and develop properties, and refinance existing debt. Additionally, increased interest rates may also result in less liquid property markets, limiting our ability to sell existing assets.
Risks Arising from Our Status as a REIT
We might fail to qualify or remain qualified as a REIT
We intend to operate as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and believe we have operated and will continue to operate in such a manner. If we lose our status as a REIT, we will face serious income tax consequences that will substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders because:
•we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
•we would be subject to increased state and local taxes; and
•unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.
Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earnings will be reduced by the amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distribute to our stockholders. If we do not qualify as a REIT, we will not be required to make distributions to stockholders, since a non-REIT is not required to pay dividends to stockholders in order to maintain REIT status or avoid an excise tax. In addition, if we fail to qualify as a REIT, all distributions to stockholders will continue to be treated as dividends to the extent of our current and accumulated earnings and profits, although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may be eligible for taxation at the rates generally applicable to long-term capital gains with respect to distributions.
As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adversely affect the value of our common stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to remain qualified as a REIT. Although we believe that we qualify as a REIT, we cannot assure you that we will remain qualified as a REIT for U.S. federal income tax purposes.
Certain subsidiaries might fail to qualify or remain qualified as a REIT
We own interests in a number of entities which have elected to be taxed as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for federal income tax purposes (each a “Subsidiary REIT”). To qualify as a REIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable to REITs. Provided that each Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. If a Subsidiary REIT fails to qualify as a REIT in any taxable year, such Subsidiary REIT will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent taxable years. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions.
The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement. This may be due to timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur, or we deem it appropriate to retain cash, we may borrow funds, even if the then-prevailing market conditions are not favorable for these borrowings, issue additional equity securities (although we cannot assure you that we will be able to do so), pay taxable stock dividends, if possible, distribute other property or securities or engage in other transactions intended to enable us to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations.
Our use of TRSs is limited under the Code
Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain health care facilities, which may cause us to forgo investments we might otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from certain transactions with our TRSs that are not on an arm's-length basis. We believe our arrangements with our TRSs are on arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax described above, but there can be no assurance that we will be able to avoid application of that tax.
The lease of qualified health care properties to a taxable REIT subsidiary is subject to special requirements
We lease certain qualified health care properties to taxable REIT subsidiaries (or limited liability companies of which the taxable REIT subsidiaries are members), which lessees contract with managers (or related parties) to manage the health care operations at these properties. The rents from this taxable REIT subsidiary lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arm's-length lease of a qualified health care property with a taxable REIT subsidiary and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of these conditions are not satisfied, then the rents will not be qualifying rents.
If certain sale-leaseback transactions are not characterized by the Internal Revenue Service (“IRS”) as “true leases,” we may be subject to adverse tax consequences
We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. We intend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the deductions for depreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated, which may cause us to fail to meet the REIT annual distribution requirements for a taxable year.
We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities
We are subject to taxes in the U.S. and foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent. Longstanding international norms that determine each country's jurisdiction to tax cross-border international trade are evolving and could reduce the ability of our foreign subsidiaries to deduct for foreign tax purposes the interest they pay on loans from us, thereby increasing the foreign tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest.
Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates or changes in tax laws or their interpretation. We are also subject to the examination of our tax returns and other tax matters by the IRS and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If we were subject to review or examination by the IRS or applicable foreign jurisdiction as the result of any new tax law changes, the ultimate determination of which may change our taxes owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results, and cash flows could be adversely affected.
The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations.
We cannot predict how changes in the tax laws in the U.S. or foreign jurisdictions might affect our investors or us. Revisions in tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, could cause us to change our investments and commitments, and adversely affect our earnings and cash flow.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615. We also lease corporate offices throughout the U.S., Canada, the United Kingdom and Luxembourg and have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties that comprise our consolidated real property and real estate loan investments as of December 31, 2020 (dollars in thousands):
Seniors Housing Operating Triple-net Outpatient Medical
Property Location Number of Properties Total Investment Annualized Revenues(1)
Number of Properties Total Investment Annualized Revenues(1)
Number of Properties Total Investment Annualized Revenues(1)
Alabama
2 $ 15,547 $ 5,955 2 $ 19,186 $ 2,562 2 $ 34,636 $ 4,626
Arkansas
- - - - - - 1 23,932 3,619
Arizona
7 88,797 27,276 - - - 7 81,371 8,904
California
78 2,828,278 578,066 23 455,370 64,088 39 943,263 73,657
Colorado
12 440,994 82,385 11 276,364 29,041 3 32,331 5,464
Connecticut
3 69,392 14,888 8 114,188 15,169 - - -
District Of Columbia
2 81,008 9,534 - - - - - -
Delaware
3 67,202 21,516 7 111,356 12,184 - 51,372 1,548
Florida
7 351,736 58,586 51 567,485 57,614 24 228,424 42,292
Georgia
9 127,428 33,200 3 39,834 2,715 12 222,174 27,456
Iowa
3 47,758 17,434 7 55,982 6,184 - - -
Idaho
1 20,512 3,631 - - - 2 52,930 3,433
Illinois
16 441,293 94,750 25 347,417 32,780 7 115,858 14,600
Indiana
3 90,732 8,086 27 334,689 50,198 - - -
Kansas
3 67,391 13,979 27 240,888 30,101 - - -
Kentucky
2 36,324 11,374 6 57,010 7,042 - - -
Louisiana
3 49,884 13,295 1 7,785 840 - - -
Massachusetts
13 346,901 62,062 8 96,521 16,031 7 108,729 12,847
Maryland
8 404,791 79,794 21 273,062 14,989 11 246,339 27,273
Maine
1 23,988 11,866 - - - - - -
Michigan
6 179,491 27,958 29 267,661 27,330 5 79,400 7,568
Minnesota
3 81,102 11,252 11 227,346 27,666 7 150,504 29,941
Missouri
3 68,961 11,294 1 11,752 69 12 197,889 23,962
Mississippi
2 15,910 8,694 1 10,453 - 1 36,417 2,265
Montana
1 5,749 4,451 - - - - - -
North Carolina
3 111,536 18,502 51 384,336 56,361 24 410,779 32,576
Nebraska
- - - 4 28,806 4,728 2 31,536 4,406
New Hampshire
- - - 4 45,892 6,803 - - -
New Jersey
28 709,757 177,237 40 734,164 58,934 13 340,111 48,302
New Mexico
1 13,230 774 - - - - - -
Nevada
6 105,538 24,727 1 18,154 3,327 9 144,490 10,057
New York
29 598,244 114,782 4 40,469 3,525 15 431,649 26,950
Ohio
20 391,987 47,786 34 310,810 44,716 5 88,341 8,944
Oklahoma
2 28,900 1,781 20 213,073 25,723 1 14,354 2,085
Oregon
8 88,469 15,034 1 2,671 818 1 44,609 2,730
Pennsylvania
15 223,050 59,129 70 743,994 112,934 4 75,136 6,966
South Carolina
1 4,029 4,697 8 36,765 3,181 2 10,364 1,570
Tennessee
2 46,751 13,832 4 36,721 3,985 5 130,646 13,381
Texas
47 1,169,494 231,006 24 323,695 48,740 55 1,112,114 113,178
Utah
3 68,458 15,628 1 22,993 2,103 - - -
Virginia
5 274,569 72,707 26 272,615 34,368 6 114,942 13,617
Washington
23 498,147 101,953 7 91,264 10,254 9 207,224 28,552
Wisconsin
2 19,298 4,816 4 68,135 8,905 5 91,270 9,367
West Virginia
- - - 3 35,159 4,648 - - -
Total domestic
386 10,302,626 2,115,717 575 6,924,065 830,656 296 5,853,134 612,136
Canada
106 2,137,818 426,383 6 144,937 10,192 - - -
United Kingdom
64 2,107,965 342,293 60 831,038 110,363 - 173,364 11,667
Total international
170 4,245,783 768,676 66 975,975 120,555 - 173,364 11,667
Grand total
556 $ 14,548,409 $ 2,884,393 641 $ 7,900,040 $ 951,211 296 $ 6,026,498 $ 623,803
(1) Represents revenue for the month ended December 31, 2020 annualized.
The following table sets forth occupancy and average annualized revenues for certain property types (excluding investments in unconsolidated entities):
Occupancy(1)
Average Annualized Revenues(2)
2020 2019 2020 2019
Seniors Housing Operating(3)
77.4% 86.9% $ 52,280 $ 56,329 per unit
Triple-net(4)
72.7% 84.3% 15,291 14,578 per bed/unit
Outpatient Medical(5)
94.9% 94.1% 36 34 per sq. ft.
(1) We use unaudited, periodic financial information provided solely by tenants/borrowers to calculate occupancy for properties other than Outpatient Medical buildings and have not independently verified the information.
(2) Represents December annualized revenues divided by total beds, units or square feet as presented in the tables above.
(3) Occupancy represents average occupancy for the three months ended December 31.
(4) Occupancy represents average quarterly operating occupancy based on the quarters ended September 30 and excludes properties that are unstabilized, closed or for which data is not available or meaningful.
(5) Occupancy represents the percentage of total rentable square feet leased and occupied (including month-to-month and holdover leases and excluding terminations) as of December 31.
The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2020 (dollars in thousands):
Expiration Year(1)
2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Thereafter
Triple-net:
Properties
6 9 2 4 28 67 18 15 15 23 433
Base rent(2)
$ 9,020 $ 6,503 $ 840 $ 11,431 $ 5,968 $ 85,929 $ 36,129 $ 22,587 $ 31,309 $ 44,598 $ 448,545
% of base rent
1.3 % 0.9 % 0.1 % 1.6 % 0.8 % 12.2 % 5.1 % 3.2 % 4.5 % 6.3 % 64.0 %
Units
877 942 222 692 1,759 5,089 2,350 1,633 1,429 2,439 44,576
% of units
1.4 % 1.5 % 0.4 % 1.1 % 2.8 % 8.2 % 3.8 % 2.6 % 2.3 % 3.9 % 72.0 %
Outpatient Medical:
Square feet
1,507,450 1,571,222 1,750,045 1,892,217 1,024,825 1,046,414 994,202 870,878 714,632 1,394,936 3,668,425
Base rent(2)
$ 44,135 $ 47,043 $ 48,626 $ 57,471 $ 28,244 $ 28,049 $ 25,384 $ 22,168 $ 20,494 $ 34,637 $ 79,937
% of base rent
10.1 % 10.8 % 11.1 % 13.2 % 6.5 % 6.4 % 5.8 % 5.1 % 4.7 % 7.9 % 18.4 %
Leases
375 326 360 293 211 166 129 113 71 89 125
% of leases
16.6 % 14.4 % 15.9 % 13.0 % 9.3 % 7.4 % 5.7 % 5.0 % 3.1 % 3.9 % 5.7 %
(1) Excludes investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in 2021.
(2) The most recent monthly cash base rent annualized. Base rent does not include tenant recoveries or amortization of above and below market lease intangibles or other non-cash income.
Item 3. Legal Proceedings
From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants and other obligated third parties and these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades on the New York Stock Exchange (NYSE:WELL). There were 3,335 stockholders of record as of January 29, 2021.
Stockholder Return Performance Presentation
Set forth below is a line graph comparing the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S&P Composite-500 Stock Index and the FTSE NAREIT Equity Index. As of December 31, 2020, 153 companies comprised the FTSE NAREIT Equity Index, which consists of REITs identified by NAREIT as equity (those REITs which have at least 75% of their investments in real property). The data are based on the closing prices as of December 31 for each of the five years. 2015 equals $100 and dividends are assumed to be reinvested.
12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020
S & P 500 $ 100.00 $ 113.51 $ 138.29 $ 132.23 $ 173.86 $ 202.96
Welltower Inc. 100.00 97.45 97.65 112.59 138.52 121.24
FTSE NAREIT Equity 100.00 111.99 117.84 112.39 141.61 126.25
Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.
During the three months ended December 31, 2020, we acquired shares of our common stock held by employees who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards. Specifically, the number of shares of common stock acquired from employees and the average prices paid per share for each month in the fourth quarter ended December 31, 2020 are as shown in the table below.
On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $1 billion of common stock through December 31, 2021 (the "Repurchase Program"). Under this authorization, we are not required to purchase shares but may choose to do so in the open market or through private transactions at times and amounts based on our evaluation of market conditions and other factors. We expect to finance any share repurchases under the Repurchase Program using available cash and may use proceeds from borrowings or debt offerings. We did not repurchase any shares of our common stock during the three months ended December 31, 2020.
Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Repurchase Program Maximum Dollar Value of Shares that May Yet Be Purchased Under the Repurchase Program
October 1, 2020 through October 31, 2020 - $ - - $ -
November 1, 2020 through November 30, 2020 44 58.13 - -
December 1, 2020 through December 31, 2020 166,969 65.72 - -
Totals 167,013 $ 65.72 - $ 992,348,000
Item 6. Selected Financial Data
The following selected financial data for the five years ended December 31, 2020 are derived from our audited consolidated financial statements (in thousands, except per share data):
Year Ended December 31,
2016 2017 2018 2019 2020
Operating Data
Total revenues $ 4,281,160 $ 4,316,641 $ 4,700,499 $ 5,121,306 $ 4,605,967
Total expenses 3,571,907 4,017,025 4,277,009 4,578,414 4,637,519
Income from continuing operations before income taxes and other items 709,253 299,616 423,490 542,892 (31,552)
Income tax (expense) benefit 19,128 (20,128) (8,674) (2,957) (9,968)
Income (loss) from unconsolidated entities (10,357) (83,125) (641) 42,434 (8,083)
Gain (loss) on real estate dispositions, net 364,046 344,250 415,575 748,041 1,088,455
Income from continuing operations 1,082,070 540,613 829,750 1,330,410 1,038,852
Net income 1,082,070 540,613 829,750 1,330,410 1,038,852
Preferred stock dividends 65,406 49,410 46,704 - -
Preferred stock redemption charge - 9,769 - - -
Net income (loss) attributable to noncontrolling interests 4,267 17,839 24,796 97,978 60,008
Net income attributable to common stockholders $ 1,012,397 $ 463,595 $ 758,250 $ 1,232,432 $ 978,844
Other Data
Average number of common shares outstanding:
Basic 358,275 367,237 373,620 401,845 415,451
Diluted 360,227 369,001 375,250 403,808 417,387
Per Share Data
Basic:
Income from continuing operations $ 3.02 $ 1.47 $ 2.22 $ 3.31 $ 2.50
Net income attributable to common stockholders $ 2.83 $ 1.26 $ 2.03 $ 3.07 $ 2.36
Diluted:
Income from continuing operations $ 3.00 $ 1.47 $ 2.21 $ 3.29 $ 2.49
Net income attributable to common stockholders (1)
$ 2.81 $ 1.26 $ 2.02 $ 3.05 $ 2.33
Cash distributions per common share $ 3.44 $ 3.48 $ 3.48 $ 3.48 $ 2.70
December 31,
Balance Sheet Data 2016 2017 2018 2019 2020
Net real estate investments(2)
$ 26,563,629 $ 26,171,077 $ 28,420,769 $ 31,119,271 $ 28,474,947
Total assets 28,865,184 27,944,445 30,342,072 33,380,751 32,483,642
Total debt and lease obligations(2)
12,358,245 11,731,936 13,297,144 15,388,765 14,216,986
Total liabilities 13,185,279 12,643,799 14,331,427 16,398,247 15,258,580
Total preferred stock 1,006,250 718,503 718,498 - -
Total equity 15,281,472 14,925,452 15,586,599 16,506,627 16,881,572
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
(2) Effective January 1, 2019, we adopted new guidance on leases using the prospective method.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
Company Overview 45
Business Strategy 46
Key Transactions 47
Key Performance Indicators, Trends and Uncertainties 48
Corporate Governance 49
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash 49
Off-Balance Sheet Arrangements 50
Contractual Obligations 51
Capital Structure 51
RESULTS OF OPERATIONS
Summary 52
Seniors Housing Operating 53
Triple-net 55
Outpatient Medical 57
Non-Segment/Corporate 59
OTHER
Non-GAAP Financial Measures 60
Critical Accounting Policies 65
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 - Business” and “Item 1A - Risk Factors” above.
Executive Summary
Company Overview
Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties.
The following table summarizes our consolidated portfolio for the year ended December 31, 2020 (dollars in thousands):
Percentage of Number of
Type of Property NOI(1)
NOI Properties
Seniors Housing Operating $ 755,552 37.6 % 556
Triple-net 748,121 37.2 % 641
Outpatient Medical 505,071 25.2 % 296
Totals $ 2,008,744 100.0 % 1,493
(1) Represents consolidated net operating income ("NOI") and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. See Non-GAAP Financial Measures for additional information and reconciliation.
The COVID-19 pandemic has had and may continue to have material and adverse effects on our financial condition, results of operations and cash flows in the future. The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the effectiveness and availability of vaccines and the success of ongoing vaccination deployment efforts in our facilities and the geographic areas in which we operate, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others.
Our Seniors Housing Operating revenues are dependent on occupancy. While admission bans were lifted across our portfolio during the second and third quarter, with the ramp up of COVID-19 cases in the general community in the fourth quarter, admissions bans, both government-imposed and voluntary bans adopted by operators, have been reinstated in many locations which have significantly affected occupancy rates. Occupancy has consistently declined since the beginning of the pandemic to 76.2% as of December 31, 2020. Through February 5, 2021, total occupancy declined an additional 180 basis points to 74.4%. Occupancy metrics represents approximate spot occupancy as reported by our operators for properties in operation as of February 29, 2020, including unconsolidated properties but excluding acquisitions, executed dispositions and development conversions since such date.
We have incurred increased operational costs as a result of the introduction of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor, personal protective equipment and sanitation. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.
Our Triple-net operators are experiencing similar occupancy declines and operating costs as described above with respect to our Seniors Housing Operating properties. However, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) Paycheck Protection Program. In addition, operators of long-term/post-acute care facilities have generally received funds from Phase 1 of the Provider Relief Fund and operators of assisted living facilities have or are expected to receive funds from Phase 2 of the Provider Relief Fund. Accordingly, collection of Triple-net rent due during the COVID-19 pandemic to date (from March to December) has generally been consistent with historical collection rates and no significant rent concessions or deferrals have been made.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our Outpatient Medical tenants have experienced temporary medical practice closures or decreases in revenue due to government-imposed restrictions on elective medical procedures, stay at home orders or decisions by patients to delay treatments which may continue to adversely affect their ability to make contractual rent payments. These factors have and may continue to cause operators or tenants to seek modifications of such obligations, resulting in reductions in revenue and increases in uncollectible receivables. We will continue to evaluate each request on a case-by-case basis and determine if a form of rent relief is warranted following an examination of the tenant’s financial health, rent coverage, current operating situation and other factors.
Outpatient Medical rent collections through March were generally consistent with pre COVID-19 levels. During the second quarter we executed short term rent deferrals with certain Outpatient Medical tenants which in most cases were required to be repaid by year end. Since then we have collected approximately 99% of Outpatient Medical rent due in the second half of the year, with uncollected amounts primarily attributable to local jurisdictions with COVID-19 related ordinances providing temporary rent relief to tenants. Furthermore, collections of deferred rent due under executed deferrals was over 99%. To the extent that deferred rent is not repaid as expected, or the prolonged impact of the COVID-19 pandemic causes operators or tenants to seek further modifications of their lease agreements, we may recognize reductions in revenue and increases in uncollectible receivables.
As a result of uncertainty regarding the length and severity of the COVID-19 pandemic and the impact of the pandemic on our business and related industries, our investments in and acquisitions of seniors housing and health care properties, as well as our ability to transition or sell properties with profitable results in the future, may be limited. In response to the COVID-19 pandemic, acquisitions during the year ended December 31, 2020 declined compared to recent years. Additionally, we undertook certain opportunistic disposals to enhance near-term liquidity. We have a significant development portfolio as of December 31, 2020. To date we have only experienced minor construction and licensing delays with respect to our development portfolio, but may experience more significant delays in the future. Such disruptions to acquisition, disposition and development activity may negatively impact our long-term competitive position.
Business Strategy
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in NOI and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
Substantially all of our revenues are derived from operating lease rentals, resident fees and services and interest earned on outstanding loans receivable. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs and market conditions among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we generally aim to intervene at an early stage to address any negative trends, and in so doing, support both the collectability of revenue and the value of our investment.
In addition to our asset management and research efforts, we also aim to structure our relevant investments to mitigate payment risk. Operating leases and loans are normally credit enhanced by guarantees and/or letters of credit. In addition, operating leases are typically structured as master leases and loans are generally cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.
For the year ended December 31, 2020, resident fees and services and rental income represented 67% and 31%, respectively, of total revenues. Substantially all of our operating leases are designed with 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. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan and any interest rate adjustments.
Our primary sources of cash include resident fees and services, rent and interest receipts, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions,
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.
We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our unsecured revolving credit facility and commercial paper program, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from NOI and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our unsecured revolving credit facility and commercial paper program, has historically been provided through a combination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt.
Depending upon market conditions, we believe that new investments will be available in the future with spreads over our cost of capital that will generate appropriate returns to our stockholders. It is also likely that investment dispositions may occur in the future. To the extent that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our unsecured revolving credit facility and commercial paper program. During 2020, in response to the COVID-19 pandemic, we were strategic and opportunistic in disposing of certain real estate which provided significant near term liquidity. At December 31, 2020, we had $1,545,046,000 of cash and cash equivalents, $475,997,000 of restricted cash and $3,000,000,000 of available borrowing capacity under our unsecured revolving credit facility.
Key Transactions
Capital The following summarizes key capital transactions that occurred during the year ended December 31, 2020:
•In April 2020, we closed on a $1.0 billion two-year unsecured term loan. The term loan bears interest at a rate of 1-month LIBOR + 1.20%, based on our credit rating.
•In June 2020, we completed the issuance of $600,000,000 senior unsecured notes bearing interest at 2.75% with a maturity date of January 2031. Net proceeds were used to fund tender offers for $426,248,000 of our 3.75% senior unsecured notes due 2023 and our 3.95% senior unsecured notes due 2023 which settled on July 1, 2020. The remaining proceeds were used to reduce borrowings under our term loan by $140,000,000.
•We sold 2,128,000 shares of common stock under our ATM and DRIP programs, primarily in the first quarter, via both cash settle and forward sale agreements, generating gross proceeds of approximately $175,484,000. The sale of these shares and settlement of previously outstanding forward sales resulted in gross proceeds of approximately $607,177,000 which were used to reduce borrowings under our unsecured revolving credit facility.
•We extinguished $632,288,000 of secured debt at a blended average interest rate of 2.21% throughout 2020.
Investments The following summarizes property acquisitions and joint venture investments completed during the year ended December 31, 2020 (dollars in thousands):
Properties Investment Amount(1)
Capitalization Rates(2)
Book Amount(3)
Seniors Housing Operating 26 $ 574,793 3.5% $ 610,857
Triple-net 11 88,908 6.5% 90,731
Outpatient Medical 17 246,516 6.1% 249,312
Totals 54 $ 910,217 4.5% $ 950,900
(1) Represents stated pro rata purchase price including cash and any assumed debt but excludes fair value adjustments pursuant to U.S. GAAP.
(2) Represents annualized contractual or projected NOI to be received in cash divided by investment amounts.
(3) Represents amounts recorded in real property including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information.
Dispositions The following summarizes property dispositions completed during the year ended December 31, 2020 (dollars in thousands):
Properties Proceeds(1)
Capitalization Rates(2)
Book Amount(3)
Seniors Housing Operating 31 $ 1,282,439 4.8% $ 1,289,769
Triple-net 8 109,439 7.9% 51,666
Outpatient Medical 108 2,324,062 5.6% 1,755,864
Totals 147 $ 3,715,940 5.4% $ 3,097,299
(1) Represents pro rata proceeds received upon disposition including any seller financing.
(2) Represents annualized contractual income that was being received in cash at date of disposition divided by disposition proceeds.
(3) Represents carrying value of net real estate assets at time of disposition. See Note 5 to our consolidated financial statements for additional information.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Dividends On February 9, 2021, the Board of Directors declared a cash dividend for the quarter ended December 31, 2020 of $0.61 per share, consistent with the cash dividends for the quarters ended September 30, June 30 and March 31, 2020, representing a 30% decrease from the $0.87 per share dividend for the quarter ended December 31, 2019. The dividend declaration represents the 199th consecutive quarterly dividend payment.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions, and for budget planning purposes.
Operating Performance We believe that net income and net income attributable to common stockholders (“NICS”) per the Statement of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”) and consolidated net operating income (“NOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):
Year Ended December 31,
2020 2019 2018
Net income $ 1,038,852 $ 1,330,410 $ 829,750
Net income attributable to common stockholders 978,844 1,232,432 758,250
Funds from operations attributable to common stockholders 1,102,562 1,577,080 1,392,183
Consolidated net operating income 2,008,144 2,431,264 2,267,482
Credit Strength We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and Internal Revenue Code (“IRC”) Section 1031 deposits. The coverage ratios indicate our ability to service interest and fixed charges (interest, secured debt principal amortization and preferred dividends). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:
Year Ended December 31,
2020 2019 2018
Net debt to book capitalization ratio 40.9% 46.5% 45.0%
Net debt to undepreciated book capitalization ratio 33.8% 39.4% 37.8%
Net debt to market capitalization ratio 29.7% 29.6% 31.3%
Adjusted interest coverage ratio 3.97x 4.14x 4.11x
Adjusted fixed charge coverage ratio 3.54x 3.78x 3.44x
Concentration Risk We evaluate our concentration risk in terms of NOI by property mix, relationship mix and geographic mix. Concentration risk is a valuable measure in understanding what portion of our NOI could be at risk if certain sectors were to experience downturns. Property mix measures the portion of our NOI that relates to our various property types. Relationship mix measures the portion of our NOI that relates to our current top five relationships. Geographic mix measures the portion of our NOI that relates to our current top five states (or international equivalents). The following table reflects our recent historical trends of concentration risk by NOI for the years indicated below:
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
December 31,(1)
2020 2019 2018
Property mix:
Seniors Housing Operating 38% 43% 43%
Triple-net 37% 38% 40%
Outpatient Medical 25% 19% 17%
Relationship mix:
Sunrise Senior Living(2)
13% 14% 15%
ProMedica 11% 9% 4%
Revera(2)
5% 6% 7%
Avery Healthcare 4% 3% 3%
Sagora Senior Living 3% 3% 3%
Remaining 64% 65% 68%
Geographic mix:
California 14% 13% 14%
United Kingdom 10% 8% 9%
Texas 9% 8% 8%
Canada 6% 7% 7%
Pennsylvania 6% 6% 5%
Remaining 55% 58% 57%
(1) Excludes our share of investments in unconsolidated entities and non-segment/corporate NOI. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount.
(2) Revera owns a controlling interest in Sunrise Senior Living.
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Item 1 - Business - Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A - Risk Factors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to “Item 1 - Business,” “Item 1A - Risk Factors” in this Annual Report on Form 10-K for further discussion of these risk factors.
Corporate Governance
Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of cash include resident fees and services, rent and interest receipts, borrowings under our unsecured revolving credit facility and commercial paper program, public issuances of debt and equity securities, proceeds from investment dispositions and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses, general and administrative expenses and other expenses. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
Cash, cash equivalents and restricted cash at beginning of period $ 385,766 $ 316,129 $ 69,637 22 % $ 309,303 $ 6,826 2 % $ 76,463 25 %
Net cash provided from (used in):
Operating activities 1,364,756 1,535,968 (171,212) -11 % 1,583,944 (47,976) -3 % (219,188) -14 %
Investing activities 2,347,928 (2,048,791) 4,396,719 n/a (2,386,471) 337,680 -14 % 4,734,399 n/a
Financing activities (2,080,858) 577,150 (2,658,008) n/a 818,368 (241,218) -29 % (2,899,226) n/a
Effect of foreign currency translation 3,451 5,310 (1,859) -35 % (9,015) 14,325 n/a 12,466 n/a
Cash, cash equivalents and restricted cash at end of period $ 2,021,043 $ 385,766 $ 1,635,277 424 % $ 316,129 $ 69,637 22 % $ 1,704,914 539 %
Operating Activities The changes in net cash provided from operating activities are primarily attributable to declines in revenue and increases in property operating expenses, as well as the impact of short-term deferrals granted as a result of the COVID-19 pandemic in 2020. Please see “Results of Operations” for discussion of net income fluctuations. For the years ended December 31, 2020, 2019 and 2018, cash flows from operations exceeded cash distributions to stockholders.
Investing Activities The changes in net cash used in investing activities are primarily attributable to net changes in real property investments and dispositions, loans receivable and investments in unconsolidated entities which are summarized above in “Key Transactions.” Please refer to Notes 3 and 5 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
New development $ 201,336 $ 323,488 $ (122,152) -38 % $ 160,706 $ 162,782 101 % $ 40,630 25 %
Recurring capital expenditures, tenant improvements and lease commissions 83,146 136,535 (53,389) -39 % 90,190 46,345 51 % (7,044) -8 %
Renovations, redevelopments and other capital improvements 161,843 192,289 (30,446) -16 % 175,993 16,296 9 % (14,150) -8 %
Total $ 446,325 $ 652,312 $ (205,987) -32 % $ 426,889 $ 225,423 53 % $ 19,436 5 %
The change in new development is primarily due to the number and size of construction projects on-going during the relevant periods. Renovations, redevelopments and other capital improvements include expenditures to maximize property value, increase net operating income, maintain a market-competitive position and/or achieve property stabilization.
Financing Activities The changes in net cash provided from/used in financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuances of common stock and dividend payments which are summarized above in “Key Transactions.” Please refer to Notes 10, 11 and 14 of our consolidated financial statements for additional information.
On April 1, 2020, in response to uncertain financial market conditions arising from the COVID-19 pandemic, we undertook steps to strengthen our balance sheet and to enhance our liquidity by entering into a $1.0 billion two-year unsecured term loan. Additionally, on June 30, 2020, we completed the issuance of $600,000,000 senior unsecured notes with a maturity date of January 2031. Net proceeds were used to fund tender offers for $426,248,000 of our 3.75% senior unsecured notes due 2023 and our 3.95% senior unsecured notes due 2023, which settled on July 1, 2020. The remaining proceeds were used to reduce borrowings under the term loan by $140,000,000. As of December 31, 2020, we have total near-term available liquidity of approximately $4.5 billion. However, we are unable to accurately predict the full impact that the pandemic will have on our results from operations, financial condition, liquidity and cash flows due to numerous factors discussed in Part I Item 1A. Risk Factors.
Off-Balance Sheet Arrangements
At December 31, 2020, we had investments in unconsolidated entities with our ownership generally ranging from 10% to 65%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At December 31, 2020, we had nine outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our consolidated financial statements for additional information.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of December 31, 2020 (in thousands):
Payments Due by Period
Contractual Obligations Total 2021 2022-2023 2024-2025 Thereafter
Senior unsecured notes and term credit facilities:(1)
U.S. Dollar senior unsecured notes $ 8,273,752 $ - $ 673,752 $ 2,600,000 $ 5,000,000
Canadian Dollar senior unsecured notes(2)
235,239 - - - 235,239
Pounds Sterling senior unsecured notes(2)
1,434,510 - - - 1,434,510
U.S. Dollar term credit facility 1,370,000 - 1,370,000 - -
Canadian Dollar term credit facility(2)
196,032 - 196,032 - -
Secured debt:(1,2)
Consolidated 2,378,073 451,038 833,433 397,785 695,817
Unconsolidated
1,064,949 54,073 206,924 557,508 246,444
Contractual interest obligations:(3)
Senior unsecured notes and term loans(2)
3,872,398 423,475 816,492 651,101 1,981,330
Consolidated secured debt(2)
309,885 72,990 101,412 58,755 76,728
Unconsolidated secured debt(2)
200,426 35,099 65,011 42,031 58,285
Financing lease liabilities(4)
197,427 8,777 78,026 2,950 107,674
Operating lease obligations(4)
1,002,538 20,316 38,133 33,955 910,134
Purchase obligations(5)
784,797 399,771 309,660 65,920 9,446
Total contractual obligations $ 21,320,026 $ 1,465,539 $ 4,688,875 $ 4,410,005 $ 10,755,607
(1) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the Consolidated Balance Sheets.
(2) Based on foreign currency exchange rates in effect as of balance sheet date.
(3) Based on variable interest rates in effect as of December 31, 2020.
(4) See Note 6 to our consolidated financial statements for additional information.
(5) See Note 13 to our consolidated financial statements for additional information.
Capital Structure
Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain 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 December 31, 2020, we were in compliance with all of the covenants under our debt agreements. None of our debt agreements contain provisions for acceleration which could be triggered by our debt ratings. However, under our primary unsecured credit facility, the ratings on our senior unsecured notes are used to determine the fees and interest charged. We plan to manage the company to maintain compliance with our debt covenants and with a capital structure consistent with our current profile. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse impact on our cost and availability of capital, which could have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition.
On May 17, 2018, we filed with the Securities and Exchange Commission (1) an open-ended automatic or “universal” shelf registration statement covering an indeterminate amount of future offerings of debt securities, common stock, preferred stock, depositary shares, warrants and units and (2) a registration statement in connection with our enhanced dividend reinvestment plan (“DRIP”) under which we may issue up to 15,000,000 shares of common stock. As of January 29, 2021, 2,541,750 shares of common stock remained available for issuance under the DRIP registration statement. On February 25, 2019, we entered into separate amended and restated equity distribution agreements with each of Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC relating to the offer and sale from time to time of up to $1,500,000,000 aggregate amount of our common stock (“Equity Shelf Program”). The Equity Shelf Program also allows us to enter into forward sale agreements. As of January 29, 2021, we had $499,341,000 of remaining capacity under the Equity Shelf Program and there were no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our unsecured revolving credit facility and commercial paper program.
On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $1 billion of common stock through December 31, 2021 (the "Repurchase Program"). Under this authorization, we are not required to purchase shares but may choose to do so in the open market or through private transactions at times and amounts based on our
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
evaluation of market conditions and other factors. We expect to finance any share repurchases under the Repurchase Program using available cash and may use proceeds from borrowings or debt offerings.
Results of Operations
Summary
Our primary sources of revenue include resident fees and services, rent and interest income. Our primary expenses include property operating expenses, depreciation and amortization, interest expense, general and administrative expenses, and other expenses. We evaluate our business and make resource allocations on our three business segments: Seniors Housing Operating, Triple-net and Outpatient Medical. The primary performance measures for our properties are NOI and same store NOI ("SSNOI") and other supplemental measures include FFO and Adjusted EBITDA, which are further discussed below. Please see "Non-GAAP Financial Measures" for additional information and reconciliations related to these supplemental measures.
This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 Amount % 2018 Amount % Amount %
Net income $ 1,038,852 $ 1,330,410 $ (291,558) -22 % $ 829,750 $ 500,660 60 % $ 209,102 25 %
NICS 978,844 1,232,432 (253,588) -21 % 758,250 474,182 63 % 220,594 29 %
FFO 1,102,562 1,577,080 (474,518) -30 % 1,392,183 184,897 13 % (289,621) -21 %
Adjusted EBITDA 2,048,412 2,328,202 (279,790) -12 % 2,153,005 175,197 8 % (104,593) -5 %
Consolidated NOI 2,008,144 2,431,264 (423,120) -17 % 2,267,482 163,782 7 % (259,338) -11 %
Per share data (fully diluted):
Net income attributable to common
stockholders (1)
$ 2.33 $ 3.05 $ (0.72) -24 % $ 2.02 $ 1.03 51 % $ 0.31 15 %
Funds from operations attributable to
common stockholders
$ 2.64 $ 3.91 $ (1.27) -32 % $ 3.71 $ 0.20 5 % $ (1.07) -29 %
Adjusted interest coverage ratio 3.97x 4.14x -0.17x -4 % 4.11x 0.03x 1 % -0.14x -3 %
Adjusted fixed charge coverage ratio 3.54x 3.78x -0.24x -6 % 3.44x 0.34x 10 % 0.10x 3 %
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
The following table represents the changes in outstanding common stock for the period from January 1, 2018 to December 31, 2020 (in thousands):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018 Totals
Beginning balance 410,257 383,675 371,732 371,732
Dividend reinvestment plan issuances 264 5,799 6,529 12,592
Preferred stock conversions - 12,712 - 12,712
Option exercises - 11 57 68
Equity Shelf Program issuances 6,800 7,856 5,241 19,897
Repurchase of common stock (202) - - (202)
Other, net 282 204 116 602
Ending balance 417,401 410,257 383,675 417,401
Average number of shares outstanding:
Basic 415,451 401,845 373,620
Diluted 417,387 403,808 375,250
During the past three years, inflation has not significantly affected our earnings because of the moderate inflation rate. Additionally, a portion of our earnings are derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. Presuming the current inflation rate remains moderate and long-term interest rates do not increase significantly, we believe that inflation will not impact the availability of equity and debt financing for us.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Seniors Housing Operating
The following is a summary of our SSNOI at Welltower's Share for the Seniors Housing Operating segment (dollars in thousands):
QTD Pool YTD Pool
Three Months Ended Change Year Ended Change
December 31, 2020 December 31, 2019 $ % December 31, 2020 December 31, 2019 $ %
SSNOI(1)
$ 154,373 $ 216,166 $ (61,793) -28.6 % $ 591,133 $ 764,328 $ (173,195) -22.7 %
(1) Relates to 514 properties for the QTD Pool and 399 properties for the YTD Pool. Please see "Non-GAAP Financial Measures for additional information and reconciliations.
The following is a summary of our results of operations for the Seniors Housing Operating segment for the years presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
Revenues:
Resident fees and services $ 3,074,022 $ 3,448,175 $ (374,153) -11 % $ 3,234,852 $ 213,323 7 % $ (160,830) -5 %
Interest income 618 36 582 n/a 578 (542) -94 % 40 7 %
Other income 7,223 8,658 (1,435) -17 % 5,024 3,634 72 % 2,199 44 %
Total revenues 3,081,863 3,456,869 (375,006) -11 % 3,240,454 216,415 7 % (158,591) -5 %
Property operating expenses 2,326,311 2,417,349 (91,038) -4 % 2,255,432 161,917 7 % 70,879 3 %
NOI(1)
755,552 1,039,520 (283,968) -27 % 985,022 54,498 6 % (229,470) -23 %
Other expenses:
Depreciation and amortization 544,462 553,189 (8,727) -2 % 529,449 23,740 4 % 15,013 3 %
Interest expense 54,901 67,983 (13,082) -19 % 69,060 (1,077) -2 % (14,159) -21 %
Loss (gain) on extinguishment of debt, net 12,659 1,614 11,045 684 % 110 1,504 n/a 12,549 n/a
Provision for loan losses 671 - 671 n/a - - n/a 671 n/a
Impairment of assets 100,741 2,145 98,596 n/a 7,599 (5,454) -72 % 93,142 1,226 %
Other expenses 14,265 26,348 (12,083) -46 % 6,624 19,724 298 % 7,641 115 %
727,699 651,279 76,420 12 % 612,842 38,437 6 % 114,857 19 %
Income (loss) from continuing operations before income taxes and other items 27,853 388,241 (360,388) -93 % 372,180 16,061 4 % (344,327) -93 %
Income (loss) from unconsolidated entities (33,857) 12,388 (46,245) -373 % (28,142) 40,530 144 % (5,715) -20 %
Gain (loss) on real estate dispositions, net 328,249 528,747 (200,498) -38 % (2,245) 530,992 n/a 330,494 n/a
Income from continuing operations 322,245 929,376 (607,131) -65 % 341,793 587,583 172 % (19,548) -6 %
Net income (loss) 322,245 929,376 (607,131) -65 % 341,793 587,583 172 % (19,548) -6 %
Less: Net income (loss) attributable to noncontrolling interests 20,301 56,513 (36,212) -64 % (660) 57,173 n/a 20,961 n/a
Net income (loss) attributable to common stockholders $ 301,944 $ 872,863 $ (570,919) -65 % $ 342,453 $ 530,410 155 % $ (40,509) -12 %
(1) See Non-GAAP Financial Measures below.
Decreases in resident fees and services and property operating expenses are primarily a result of property dispositions and decreases in occupancy across the portfolio due to the COVID-19 pandemic. Occupancy within our Seniors Housing Operating portfolio has declined as follows:
Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
Spot occupancy (1)
85.6 % 84.9 % 82.6 % 80.9 % 79.9 % 79.3 % 78.7 % 78.4 % 78.0 % 77.3 % 76.2 %
Sequential occupancy change (0.7) % (2.3) % (1.7) % (1.0) % (0.6) % (0.6) % (0.3) % (0.4) % (0.7) % (1.1) %
(1) Spot occupancy represents approximate month end occupancy for properties in operation as of February 29, 2020, including unconsolidated properties but excluding acquisitions, dispositions and development conversions since this date.
In addition, we have experienced increased operational costs, net of reimbursements, of $78,792,000 during the year ended December 31, 2020, included in property operating expenses relating to our consolidated properties. These expenses were incurred as a result of the introduction of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure PPE and supplies, net of reimbursements. We expect total portfolio expenses to be elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In 2020 applications were made for amounts under Phase 2 and Phase 3 of the Provider Relief Fund following the announcement from the Department of Health and Human Services that it expanded the eligibility of the CARES Act Provider Relief Fund to include assisted living facilities. During the fourth quarter, we received Provider Relief Funds of approximately $9 million which was recognized as a reduction to property operating expenses. To date in 2021, we have received approximately $34 million of Provider Relief Funds.
During the year ended December 31, 2020, we recorded impairment charges of $100,741,000 related to 15 held for sale or sold properties and six held for use properties. During the year ended December 31, 2019, we recorded impairment charges of $2,145,000 related to four held for use properties. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. Changes in the gain on sale of properties are due to the volume of property sales and sales prices. During the year ended December 31, 2020, we recognized a gain on real estate disposition of $313 million related to an 11 property U.S. portfolio. During the year ended December 31, 2019, we recognized a gain on real estate disposition of $520 million related to the Benchmark Senior Living portfolio. The fluctuation in other expenses is primarily due to the timing of noncapitalizable transaction costs associated with acquisitions and operator transitions.
Depreciation and amortization fluctuates as a result of acquisitions, disposition and transitions. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
During the year ended December 31, 2020, we completed three Seniors Housing Operating construction projects representing $93,188,000 or $300,606 per unit. The following is a summary of our consolidated Seniors Housing Operating construction projects, excluding expansions, pending as of December 31, 2020 (dollars in thousands):
Location Units/Beds Commitment Balance Est. Completion
Potomac, MD 120 $ 56,720 $ 48,783 2Q21
Beckenham, UK 100 64,348 45,722 3Q21
Barnet, UK 100 70,769 41,215 4Q21
Hendon, UK 102 75,824 50,817 1Q22
Princeton, NJ 80 29,780 19,209 3Q22
Berea, OH 120 14,934 1,538 4Q22
Painesville, OH 119 14,462 1,508 4Q22
Beaver, PA 116 14,184 1,152 4Q22
857 $ 341,021 209,944
Toronto, ON Project in planning stage 46,856
Brookline, MA Project in planning stage 23,679
Washington, DC Project in planning stage 22,951
Columbus, OH Project in planning stage 11,492
Raleigh, NC Project in planning stage 3,107
$ 318,029
Interest expense represents secured debt interest expense which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt. The following is a summary of our Seniors Housing Operating segment property secured debt principal activity (dollars in thousands):
Year Ended Year Ended Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 2,115,037 3.54% $ 1,810,587 3.87% $ 1,988,700 3.66%
Debt transferred in - -% - -% 35,830 3.84%
Debt issued 62,055 2.55% 343,696 3.11% 45,447 3.40%
Debt assumed - -% 183,061 4.58% 121,612 5.55%
Debt extinguished (441,208) 2.18% (219,864) 4.28% (240,095) 4.83%
Debt transferred out - -% (12,072) 3.89% - -%
Principal payments (48,498) 3.30% (43,997) 3.45% (47,886) 3.59%
Foreign currency 18,803 2.93% 53,626 3.33% (93,021) 3.31%
Ending balance $ 1,706,189 3.05% $ 2,115,037 3.54% $ 1,810,587 3.87%
Monthly averages $ 1,875,910 3.19% $ 1,966,892 3.70% $ 1,915,663 3.74%
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The majority of our Seniors Housing Operating properties are formed through partnership interests. Losses from unconsolidated entities during the year ended December 31, 2020 are largely attributable to depreciation and amortization of short-lived intangible assets related to certain investments in unconsolidated joint ventures. The gains from unconsolidated entities during the year ended December 31, 2019 are largely due to a gain on the disposition of an unconsolidated entity. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures. The increase during the years ended December 31, 2020 and 2019 relates primarily to our partner's share of the gains recognized on the sale of the 11 property U.S. portfolio and the Benchmark Senior Living portfolio, respectively.
Triple-net
The following is a summary of our SSNOI at Welltower's Share for the Triple-net segment (dollars in thousands):
QTD Pool YTD Pool
Three Months Ended Change Year Ended Change
December 31, 2020 December 31, 2019 $ % December 31, 2020 December 31, 2019 $ %
SSNOI(1)
$ 168,697 $ 170,052 $ (1,355) -0.8 % $ 628,972 $ 624,877 $ 4,095 0.7 %
(1) Relates to 632 properties for the QTD Pool and 608 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
The following is a summary of our results of operations for the Triple-net segment for the years presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
Revenues:
Rental income $ 733,776 $ 903,798 $ (170,022) -19 % $ 828,865 $ 74,933 9 % $ (95,089) -11 %
Interest income 62,625 62,599 26 - % 54,926 7,673 14 % 7,699 14 %
Other income 4,903 6,246 (1,343) -22 % 17,173 (10,927) -64 % (12,270) -71 %
Total revenues 801,304 972,643 (171,339) -18 % 900,964 71,679 8 % (99,660) -11 %
Property operating expenses 53,183 53,900 (717) -1 % 915 52,985 5,791 52,268 5,712
NOI(1)
748,121 918,743 (170,622) -19 % 900,049 18,694 2 % (151,928) -17 %
Other expenses:
Depreciation and amortization 232,604 232,626 (22) - % 235,480 (2,854) -1 % (2,876) -1 %
Interest expense 9,477 12,892 (3,415) -26 % 14,225 (1,333) -9 % (4,748) -33 %
Loss (gain) on derivatives and financial instruments, net 11,049 (4,399) 15,448 351 % (4,016) (383) -10 % 15,065 375 %
Loss (gain) on extinguishment of debt, net - - - n/a (32) 32 100 % 32 100 %
Provision for loan losses 90,563 18,690 71,873 385 - 18,690 n/a 90,563 n/a
Impairment of assets 34,867 11,926 22,941 192 % 107,980 (96,054) -89 % (73,113) -68 %
Other expenses 22,923 13,771 9,152 66 % 90,975 (77,204) -85 % (68,052) -75 %
401,483 285,506 115,977 41 % 444,612 (159,106) -36 % (43,129) -10 %
Income from continuing operations before income taxes and other items 346,638 633,237 (286,599) -45 % 455,437 177,800 39 % (108,799) -24 %
Income (loss) from unconsolidated entities 18,462 22,985 (4,523) -20 % 21,938 1,047 5 % (3,476) -16 %
Gain (loss) on real estate dispositions, net 64,288 218,322 (154,034) -71 % 196,589 21,733 11 % (132,301) -67 %
Income from continuing operations 429,388 874,544 (445,156) -51 % 673,964 200,580 30 % (244,576) -36 %
Net income 429,388 874,544 (445,156) -51 % 673,964 200,580 30 % (244,576) -36 %
Less: Net income attributable to noncontrolling interests 39,985 36,271 3,714 10 % 19,306 16,965 88 % 20,679 107 %
Net income attributable to common stockholders $ 389,403 $ 838,273 $ (448,870) -54 % $ 654,658 $ 183,615 28 % $ (265,255) -41 %
(1) See Non-GAAP Financial Measures below.
The decrease in rental income is primarily attributable to the write-off of straight-line rent receivable balances of $146,508,000 during the year ended December 31, 2020, relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Included in such amounts was $91,025,000 relating to Genesis Healthcare whom noted substantial doubt as to their ability to continue as a going concern in August. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If gross operating revenues at our facilities and/or the Consumer Price Index do not increase, a portion of our revenues may not continue to increase. For the three months ended
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
December 31, 2020, we had 18 leases with rental rate increasers ranging from 0.07% to 0.34% in our Triple-net portfolio. Our Triple-net operators are experiencing similar impacts on occupancy and operating costs due to the COVID-19 pandemic as described above with respect to our Seniors Housing Operating properties. However, long-term/post-acute facilities are generally experiencing a higher degree of occupancy declines which may impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program. In addition, operators of long-term/post-acute facilities have generally received funds from Phase 1 of the Provider Relief Fund and operators of assisted living facilities have or are expected to receive funds from Phase 2 of the Provider Relief Fund. Accordingly, collection of rent due during the COVID-19 pandemic to date (March through December) has generally been consistent with historical collection rates and no significant rent concessions or deferrals have been made.
Depreciation and amortization fluctuates as a result of acquisitions, disposition and transitions of triple-net properties. To the extent we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
During the year ended December 31, 2020, we recognized a provision for loan losses of $90,563,000, of which $80,873,000 represents additional reserves as a result of the current collateral estimate related to the Genesis Healthcare outstanding loans. During the year ended December 31, 2019, we recognized a provision for loan losses of $18,690,000 to fully reserve for certain real estate loans receivable that were no longer deemed collectible. During the year ended December 31, 2020, we recorded impairment charges of $34,867,000 related to one held for sale and four held for use properties. During the year ended December 31, 2019, we recorded impairment charges of $11,374,000 related to two properties. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices. The fluctuation in other expense is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions.
During the year ended December 31, 2020, we completed three Triple-net construction projects representing $75,149,000 or $224,997 per unit. The following is a summary of our consolidated Triple-net construction projects, excluding expansions, pending as of December 31, 2020 (dollars in thousands):
Location Units/Beds Commitment Balance Est. Completion
Thousand Oaks, CA 82 $ 25,391 $ 21,408 1Q21
Redhill, UK 76 21,723 11,869 2Q21
Leicester, UK 60 15,301 5,566 1Q22
Wombourne, UK 66 16,394 5,537 2Q22
Raleigh, NC 191 154,256 14,339 2Q23
Total 475 $ 233,065 $ 58,719
Loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market adjustments recorded on our Genesis Healthcare available-for-sale investment. Interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The following is a summary of our Triple-net secured debt principal activity for the periods presented (dollars in thousands):
Year Ended Year Ended Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 306,038 3.60% $ 288,386 3.63% $ 347,474 3.55%
Debt transferred in - -% 12,072 3.89% - -%
Debt extinguished (176,875) 2.03% - -% (4,107) 4.94%
Debt transferred out - -% - -% (35,830) 3.84%
Principal payments (4,376) 5.16% (4,017) 5.21% (3,982) 5.38%
Foreign currency (1,135) 2.97% 9,597 2.99% (15,169) 3.44%
Ending balance $ 123,652 4.91% $ 306,038 3.60% $ 288,386 3.63%
Monthly averages $ 215,796 3.85% $ 294,080 3.63% $ 321,730 3.51%
A portion of our Triple-net properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. The decrease in income from unconsolidated entities during the year ended December 31, 2020 is primarily related to the write-off of Genesis Healthcare straight-line rent receivable balances at unconsolidated entities. Net income attributable to noncontrolling interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Outpatient Medical
The following is a summary of our SSNOI at Welltower Share for the Outpatient Medical segment (dollars in thousands):
QTD Pool YTD Pool
Three Months Ended Change Year Ended Change
December 31, 2020 December 31, 2019 $ % December 31, 2020 December 31, 2019 $ %
SSNOI(1)
$ 84,985 $ 84,144 $ 841 1.0 % $ 252,512 $ 246,789 $ 5,723 2.3 %
(1) Relates to 303 properties for the QTD Pool and 231 properties for the YTD Pool. Please see Non-GAAP Financial Measures for additional information and reconciliations.
The following is a summary of our results of operations for the Outpatient Medical segment for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
Revenues:
Rental income $ 709,584 $ 684,602 $ 24,982 4 % $ 551,557 $ 133,045 24 % $ 158,027 29 %
Interest income 5,913 1,195 4,718 395 % 310 885 285 % 5,603 n/a
Other income 4,522 2,031 2,491 123 % 4,939 (2,908) -59 % (417) -8 %
Total revenues 720,019 687,828 32,191 5 % 556,806 131,022 24 % 163,213 29 %
Property operating expenses 214,948 218,793 (3,845) -2 % 176,670 42,123 24 % 38,278 22 %
NOI(1)
505,071 469,035 36,036 8 % 380,136 88,899 23 % 124,935 33 %
Other expenses:
Depreciation and amortization 261,371 241,258 20,113 8 % 185,530 55,728 30 % 75,841 41 %
Interest expense 17,579 13,411 4,168 31 % 7,051 6,360 90 % 10,528 149 %
Loss (gain) on extinguishment of debt, net 1,046 - 1,046 n/a 11,928 (11,928) -100 % (10,882) -91 %
Provision for loan losses.
3,202 - 3,202 n/a - - n/a 3,202 n/a
Impairment of assets - 14,062 (14,062) -100 % - 14,062 n/a - n/a
Other expenses 8,218 1,788 6,430 360 % 7,570 (5,782) -76 % 648 9 %
291,416 270,519 20,897 8 % 212,079 58,440 28 % 79,337 37 %
Income from continuing operations before income taxes and other item 213,655 198,516 15,139 8 % 168,057 30,459 18 % 45,598 27 %
Income (loss) from unconsolidated entities 7,312 7,061 251 4 % 5,563 1,498 27 % 1,749 31 %
Gain (loss) on real estate dispositions, net 695,918 972 694,946 n/a 221,231 (220,259) -100 % 474,687 215 %
Income from continuing operations 916,885 206,549 710,336 344 % 394,851 (188,302) -48 % 522,034 132 %
Net income (loss) 916,885 206,549 710,336 344 % 394,851 (188,302) -48 % 522,034 132 %
Less: Net income (loss) attributable to noncontrolling interests (278) 5,194 (5,472) -105 % 6,150 (956) -16 % (6,428) -105 %
Net income (loss) attributable to common stockholders $ 917,163 $ 201,355 $ 715,808 355 % $ 388,701 $ (187,346) -48 % $ 528,462 136 %
(1) See Non-GAAP Financial Measures below.
Increases in rental income are primarily attributable to the acquisitions of new properties and the conversion of newly constructed outpatient medical properties, particularly the $1.25 billion CNL Healthcare Properties portfolio acquisition that closed in May 2019, partially offset by 2020 dispositions. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded; however, rental income is recorded based on the contractual cash rental payments due for the period. If the Consumer Price Index does not increase, a portion of our revenues may not continue to increase. Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income. For the three months ended December 31, 2020, our consolidated outpatient medical portfolio signed 133,859 square feet of new leases and 282,719 square feet of renewals. The weighted-average term of these leases was six years, with a rate of $26.55 per square foot and tenant improvement and lease commission costs of $15.23 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 2.0% to 3.5%.
In addition, our Outpatient Medical tenants are experiencing temporary medical practice closures or decreases in revenue due to government imposed restrictions on elective medical procedures or decisions by patients to delay treatments which may adversely affect their ability to make contractual rent payments. Outpatient Medical rent collections through March were generally consistent with pre COVID-19 levels. During the second quarter we executed short term rent deferrals with certain Outpatient Medical tenants which in most cases were required to be repaid by year end. Since then we have collected approximately 99% of Outpatient Medical rent due in the second half of the year, with uncollected amounts primarily attributable to local jurisdictions with COVID-19 related ordinances providing temporary rent relief to tenants. Furthermore,
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
collections of deferred rent due under executed deferrals was over 99%. To the extent that deferred rent is not repaid as expected, or the prolonged impact of the COVID-19 pandemic causes operators or tenants to seek further modifications of their lease agreements, we may recognize reductions in revenue and increases in uncollectible receivables.
The fluctuation in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions of outpatient medical facilities, offset by dispositions. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly. During the year ended December 31, 2019, we recognized impairment charges of $14,062,000 related to three held for sale properties as the carrying values exceeded the estimated fair values less costs to sell. Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices. The increase in other expense during the year ended December 31, 2020 is primarily due to noncapitalizable transaction costs from acquisitions no longer expected to be consummated.
During the year ended December 31, 2020, we completed three Outpatient Medical construction projects representing $43,493,000 or $306 per square foot. The following is a summary of our consolidated Outpatient Medical construction projects pending as of December 31, 2020 (dollars in thousands):
Location Square Feet Commitment Balance Est. Completion
Brooklyn, NY 140,955 $ 105,306 $ 104,148 2Q21
Kalamazoo, MI 40,607 14,267 2,654 3Q21
Total 181,562 $ 119,573 $ 106,802
Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of our Outpatient Medical secured debt principal activity for the periods presented (dollars in thousands):
Year Ended Year Ended Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 572,267 3.97% $ 386,738 4.20% $ 279,951 4.72%
Debt assumed - -% 202,084 4.12% 171,275 3.99%
Debt extinguished (14,205) 5.34% (10,244) 5.75% (61,291) 7.43%
Principal payments (9,833) 4.60% (6,311) 4.97% (3,197) 5.91%
Ending balance $ 548,229 3.55% $ 572,267 3.97% $ 386,738 4.20%
Monthly averages $ 562,017 3.72% $ 397,756 4.15% $ 238,214 4.25%
A portion of our Outpatient Medical properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-Segment/Corporate
The following is a summary of our results of operations for the Non-Segment/Corporate activities (dollars in thousands) for the periods presented:
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
Revenues:
Other income $ 2,781 $ 3,966 $ (1,185) -30 % $ 2,275 $ 1,691 74 % $ 506 22 %
Total revenues 2,781 3,966 (1,185) -30 % 2,275 1,691 74 % 506 22 %
Property operating expenses 3,381 - 3,381 n/a - - n/a 3,381 n/a
NOI(1)
(600) 3,966 (4,566) -115 % 2,275 1,691 74 % (2,875) -126 %
Other expenses:
Interest expense 432,431 461,273 (28,842) -6 % 436,256 25,017 6 % (3,825) -1 %
General and administrative expenses 128,394 126,549 1,845 1 % 126,383 166 0 % 2,011 2 %
Loss (gain) on extinguishments of debt, net 33,344 82,541 (49,197) -60 % 4,091 78,450 1,918 % 29,253 715 %
Other expenses 24,929 10,705 14,224 133 % 7,729 2,976 39 % 17,200 223 %
Total expenses 619,098 681,068 (61,970) -9 % 574,459 106,609 19 % 44,639 8 %
Loss from continuing operations before income taxes and other items (619,698) (677,102) 57,404 8 % (572,184) (104,918) -18 % (47,514) -8 %
Gain (loss) on real estate dispositions, net - - - n/a - - n/a - n/a
Income tax benefit (expense) (9,968) (2,957) (7,011) -237 % (8,674) 5,717 66 % (1,294) -15 %
Loss from continuing operations (629,666) (680,059) 50,393 7 % (580,858) (99,201) -17 % (48,808) -8 %
Preferred stock dividends - - - n/a 46,704 (46,704) -100 % (46,704) -100 %
Net loss attributable to common stockholders $ (629,666) $ (680,059) $ 50,393 7 % $ (627,562) $ (52,497) -8 % $ (2,104) 0 %
(1) See Non-GAAP Financial Measures below.
Property operating expenses represent insurance costs related to our captive insurance company formed as of July 1, 2020, which acts as a direct insurer of property level insurance coverage for our portfolio.
The following is a summary of our Non-Segment/Corporate interest expense for the periods presented (dollars in thousands):
Year Ended One Year Change Year Ended One Year Change Two Year Change
December 31, December 31, December 31,
2020 2019 $ % 2018 $ % $ %
Senior unsecured notes $ 400,014 $ 402,133 $ (2,119) -1 % $ 387,955 $ 14,178 4 % $ 12,059 3 %
Secured debt - - - n/a 115 (115) -100 % (115) -100 %
Unsecured credit facility and commercial paper program 15,313 43,861 (28,548) -65 % 34,626 9,235 27 % (19,313) -56 %
Loan expense 17,104 15,279 1,825 12 % 13,560 1,719 13 % 3,544 26 %
Totals $ 432,431 $ 461,273 $ (28,842) -6 % $ 436,256 $ 25,017 6 % $ (3,825) -1 %
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement in foreign exchange rates and related hedge activity. Please refer to Note 11 to consolidated financial statements for additional information. The change in interest expense on our unsecured credit facility and commercial paper program is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 10 of our consolidated financial statements for additional information regarding our unsecured revolving credit facility and commercial paper program. Loan expenses represent the amortization of costs incurred in connection with senior unsecured notes issuances. The loss on extinguishment recognized during the year ended December 31, 2020 is due primarily to the early extinguishment of $160,872,000 of our 3.75% senior unsecured notes due March 2023 and $265,376,000 of our 3.95% senior unsecured notes due September 2023. The loss on extinguishment recognized in 2019 is due primarily to the early extinguishment of the $600,000,000 of 4.125% senior unsecured notes due 2019 and the $450,000,000 of 6.125% senior unsecured notes due 2020 in March 2019, the early extinguishment of the $450,000,000 of 4.95% senior unsecured notes due 2021 and the $600,000,000 of 5.25% senior unsecured notes due 2022 in September 2019 and the early redemption of the $300 million Canadian-denominated 3.35% senior unsecured notes due 2020 in December 2019.
General and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2020, 2019 and 2018 were 2.79%, 2.47% and 2.69%, respectively. Other expenses for all years include severance-related costs associated with the departure of certain executive officers and key employees.
Income tax expense primarily relates to state taxes, foreign taxes and taxes based on income generated by entities that are structured as TRSs.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Other
Non-GAAP Financial Measures
We believe that net income and net income attributable to common stockholders (“NICS”), as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.
Consolidated net operating income (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated to property operations. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets. Same store NOI (“SSNOI”) is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. We believe the drivers of property level NOI for both consolidated properties and unconsolidated properties are generally the same and therefore, we evaluate SSNOI based on our ownership interest in each property ("Welltower Share"). To arrive at Welltower's Share, NOI is adjusted by adding our minority ownership share related to unconsolidated properties and by subtracting the minority partners' noncontrolling ownership interests for consolidated properties. We do not control investments in unconsolidated properties and while we consider disclosures at Welltower Share to be useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Acquisitions and development conversions are included in SSNOI five full quarters or eight full quarters after acquisition or being placed into service for the QTD Pool and the YTD Pool, respectively. Land parcels, loans and sub-leases, as well as any properties sold or classified as held for sale during the respective periods are excluded from SSNOI. Redeveloped properties (including major refurbishments of a Seniors Housing Operating property where 20% or more of units are simultaneously taken out of commission for 30 days or more or Outpatient Medical properties undergoing a change in intended use) are excluded from SSNOI until five full quarters or eight full quarters post completion of the redevelopment for the QTD Pool and YTD Pool, respectively. Properties undergoing operator transitions and/or segment transitions are also excluded from SSNOI until five full quarters or eight full quarters post completion of the transition for the QTD Pool and YTD Pool, respectively. In addition, properties significantly impacted by force majeure, acts of God, or other extraordinary adverse events are excluded from SSNOI until five full quarters or eight full quarters after the properties are placed back into service for the QTD Pool and YTD Pool, respectively. SSNOI excludes non-cash NOI and includes adjustments to present consistent ownership percentages and to translate Canadian properties and U.K. properties using a consistent exchange rate. We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties.
EBITDA is defined as earnings (net income) before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding unconsolidated entities and including adjustments for stock-based compensation expense, provision for loan losses, gains/losses on extinguishment of debt, gains/loss/impairments on properties, gains/losses on derivatives and financial instruments, other expense, additional other income and other impairment charges. We believe that EBITDA and Adjusted EBITDA, along with net income, are important supplemental measures because they provide additional information to assess and evaluate the performance of our operations. We primarily use these measures to determine our interest coverage ratio, which represents EBITDA and Adjusted EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA and Adjusted EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization, and preferred dividends. Covenants in our unsecured senior notes and primary credit facility contain financial ratios based on a definition of EBITDA and Adjusted EBITDA that is specific to those agreements. Our leverage ratios are defined as the proportion of net debt to total capitalization and include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and any IRC Section 1031 deposits), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. None of our supplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.
The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/losses on real estate dispositions and impairments of assets. Amounts are in thousands except for per share data.
Year Ended December 31,
FFO Reconciliation: 2020 2019 2018
Net income attributable to common stockholders $ 978,844 $ 1,232,432 $ 758,250
Depreciation and amortization 1,038,437 1,027,073 950,459
Impairment of assets 135,608 28,133 115,579
Loss (gain) on real estate dispositions, net (1,088,455) (748,041) (415,575)
Noncontrolling interests (23,968) (20,197) (69,193)
Unconsolidated entities 62,096 57,680 52,663
Funds from operations attributable to common stockholders $ 1,102,562 $ 1,577,080 $ 1,392,183
Average diluted shares outstanding: 417,387 403,808 375,250
Per diluted share data:
Net income attributable to common stockholders(1)
$ 2.33 $ 3.05 $ 2.02
Funds from operations attributable to common stockholders $ 2.64 $ 3.91 $ 3.71
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
The following tables reflect the reconciliation of NOI to net income, the most directly comparable U.S. GAAP measure, for the years presented. Dollar amounts are in thousands.
Year Ended December 31,
NOI Reconciliation: 2020 2019 2018
Net income $ 1,038,852 $ 1,330,410 $ 829,750
Loss (gain) on real estate dispositions, net (1,088,455) (748,041) (415,575)
Loss (income) from unconsolidated entities 8,083 (42,434) 641
Income tax expense (benefit) 9,968 2,957 8,674
Other expenses 70,335 52,612 112,898
Impairment of assets 135,608 28,133 115,579
Provision for loan losses 94,436 18,690 -
Loss (gain) on extinguishment of debt, net 47,049 84,155 16,097
Loss (gain) on derivatives and financial instruments, net 11,049 (4,399) (4,016)
General and administrative expenses 128,394 126,549 126,383
Depreciation and amortization 1,038,437 1,027,073 950,459
Interest expense 514,388 555,559 526,592
Consolidated net operating income (NOI) $ 2,008,144 $ 2,431,264 $ 2,267,482
NOI by segment:
Seniors Housing Operating $ 755,552 $ 1,039,520 $ 985,022
Triple-net 748,121 918,743 900,049
Outpatient Medical 505,071 469,035 380,136
Non-segment/corporate (600) 3,966 2,275
Total NOI $ 2,008,144 $ 2,431,264 $ 2,267,482
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quarterly NOI by Segment:
(in thousands) Three Months Ended Year Ended
March 31, June 30, September 30, December 31, December 31,
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Seniors Housing Operating:
Total revenues $ 851,128 $ 872,386 $ 773,650 $ 915,529 $ 742,065 $ 835,496 $ 715,020 $ 833,458 $ 3,081,863 $ 3,456,869
Property operating expenses 607,871 607,686 595,513 637,317 567,704 581,341 555,223 591,005 2,326,311 2,417,349
NOI $ 243,257 $ 264,700 $ 178,137 $ 278,212 $ 174,361 $ 254,155 $ 159,797 $ 242,453 $ 755,552 $ 1,039,520
Triple-net:
Total revenues $ 207,729 $ 248,241 $ 233,619 $ 240,758 $ 120,928 $ 244,607 $ 239,028 $ 239,037 $ 801,304 $ 972,643
Property operating expenses 13,302 14,955 13,563 12,823 12,567 13,922 13,751 12,200 53,183 53,900
NOI $ 194,427 $ 233,286 $ 220,056 $ 227,935 $ 108,361 $ 230,685 $ 225,277 $ 226,837 $ 748,121 $ 918,743
Outpatient Medical:
Total revenues $ 199,329 $ 149,461 $ 180,831 $ 163,365 $ 172,704 $ 185,189 $ 167,155 $ 189,813 $ 720,019 $ 687,828
Property operating expenses 60,608 48,166 51,688 50,987 52,728 60,325 49,924 59,315 214,948 218,793
NOI $ 138,721 $ 101,295 $ 129,143 $ 112,378 $ 119,976 $ 124,864 $ 117,231 $ 130,498 $ 505,071 $ 469,035
Corporate:
Total revenues $ 416 $ 2,157 $ 375 $ 454 $ 1,177 $ 841 $ 813 $ 514 $ 2,781 $ 3,966
Property operating expenses - - - - 1,718 - 1,663 - 3,381 -
NOI $ 416 $ 2,157 $ 375 $ 454 $ (541) $ 841 $ (850) $ 514 $ (600) $ 3,966
The following is a reconciliation of the properties included in our QTD Pool and YTD Pool for SSNOI:
QTD Pool YTD Pool
SSNOI Property Reconciliations: Seniors Housing Operating Triple-net Outpatient Medical Total Seniors Housing Operating Triple-net Outpatient Medical Total
Consolidated properties 556 641 296 1,493 556 641 296 1,493
Unconsolidated properties 90 39 72 201 90 39 72 201
Total properties 646 680 368 1,694 646 680 368 1,694
Recent acquisitions/development
conversions(1)
(46) (18) (51) (115) (93) (24) (123) (240)
Under development (27) (4) (2) (33) (27) (4) (2) (33)
Under redevelopment(2)
(10) (1) (2) (13) (11) (1) (2) (14)
Current held for sale (10) (1) (2) (13) (10) (1) (2) (13)
Loans, land parcels and subleases (11) (18) (8) (37) (11) (18) (8) (37)
Transitions(3)
(27) (6) - (33) (93) (24) - (117)
Other(4)
(1) - - (1) (2) - - (2)
Same store properties 514 632 303 1,449 399 608 231 1,238
(1) Acquisitions and development conversions will enter the QTD Pool and YTD Pool five full quarters and eight full quarters after acquisition or certificate of occupancy, respectively.
(2) Redevelopment properties will enter the QTD Pool and YTD Pool after five full quarters and eight full quarters of operations post redevelopment completion, respectively.
(3) Transitioned properties will enter the QTD Pool and YTD Pool after five full quarters and eight full quarters of operations with the new operator in place or under the new structure, respectively.
(4) Includes one closed property in the QTD pool and one closed property and one flooded property in the YTD pool.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a reconciliation of our consolidated NOI to same store NOI for the periods presented for the respective pools. Dollar amounts are in thousands.
QTD Pool YTD Pool
Three Months Ended Twelve Months Ended
SSNOI Reconciliations: December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019
Seniors Housing Operating:
Consolidated NOI $ 159,797 $ 242,453 $ 755,552 $ 1,039,520
NOI attributable to unconsolidated investments 13,182 16,491 53,736 65,387
NOI attributable to noncontrolling interests (9,405) (19,436) (51,334) (81,426)
Non-cash NOI attributable to same store properties (349) (842) (3,239) (4,295)
NOI attributable to non-same store properties (8,291) (23,254) (166,567) (261,002)
Currency and ownership adjustments (1)
(561) 754 2,985 6,144
SSNOI at Welltower Share 154,373 216,166 591,133 764,328
Triple-net:
Consolidated NOI 225,277 226,837 $ 748,121 $ 918,743
NOI attributable to unconsolidated investments 4,818 5,133 13,797 20,532
NOI attributable to noncontrolling interests (14,563) (14,751) (58,288) (58,462)
Non-cash NOI attributable to same store properties (12,313) (15,224) 80,630 (58,846)
NOI attributable to non-same store properties (34,236) (32,080) (155,566) (197,487)
Currency and ownership adjustments (1)
(286) 137 278 397
SSNOI at Welltower Share 168,697 170,052 628,972 624,877
Outpatient Medical:
Consolidated NOI 117,231 130,498 505,071 469,035
NOI attributable to unconsolidated investments 3,481 541 9,629 1,930
NOI attributable to noncontrolling interests (4,264) (6,853) (16,565) (27,637)
Non-cash NOI attributable to same store properties (1,542) (2,915) (1,094) (2,807)
NOI attributable to non-same store properties (24,050) (19,674) (204,525) (129,723)
Currency and ownership adjustments (1)
(5,871) (17,453) (40,004) (64,009)
SSNOI at Welltower Share 84,985 84,144 252,512 246,789
SSNOI at Welltower Share:
Seniors Housing Operating 154,373 216,166 591,133 764,328
Triple-net 168,697 170,052 628,972 624,877
Outpatient Medical 84,985 84,144 252,512 246,789
Total $ 408,055 $ 470,362 $ 1,472,617 $ 1,635,994
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.
Year Ended December 31,
Adjusted EBITDA Reconciliation: 2020 2019 2018
Net income (loss) $ 1,038,852 $ 1,330,410 $ 829,750
Interest expense 514,388 555,559 526,592
Income tax expense (benefit) 9,968 2,957 8,674
Depreciation and amortization 1,038,437 1,027,073 950,459
EBITDA 2,601,645 2,915,999 2,315,475
Loss (income) from unconsolidated entities 8,083 (42,434) 641
Stock-based compensation expense(1)
28,318 25,047 27,646
Loss (gain) on extinguishment of debt, net 47,049 84,155 16,097
Loss (gain) on real estate dispositions, net (1,088,455) (748,041) (415,575)
Impairment of assets 135,608 28,133 115,579
Provision for loan losses 94,436 18,690 -
Loss (gain) on derivatives and financial instruments, net 11,049 (4,399) (4,016)
Other expenses(1)
64,171 51,052 111,990
Other impairment 146,508 - -
Additional other income - - (14,832)
Adjusted EBITDA $ 2,048,412 $ 2,328,202 $ 2,153,005
Adjusted Interest Coverage Ratio:
Interest expense $ 514,388 $ 555,559 $ 526,592
Capitalized interest 17,472 15,272 7,905
Non-cash interest expense (15,751) (8,645) (10,860)
Total interest 516,109 562,186 523,637
Adjusted EBITDA $ 2,048,412 $ 2,328,202 $ 2,153,005
Adjusted interest coverage ratio 3.97x 4.14x 4.11x
Adjusted Fixed Charge Coverage Ratio:
Total interest $ 516,109 $ 562,186 $ 523,637
Secured debt principal payments 62,707 54,325 56,288
Preferred dividends - - 46,704
Total fixed charges 578,816 616,511 626,629
Adjusted EBITDA $ 2,048,412 $ 2,328,202 $ 2,153,005
Adjusted fixed charge coverage ratio 3.54x 3.78x 3.44x
(1) Certain severance-related costs are included in stock-based compensation and excluded from other expenses.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our leverage ratios include book capitalization, undepreciated book capitalization and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt less cash and cash equivalents and any IRC Section 1031 deposits), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price.
Year Ended December 31,
2020 2019 2018
Book capitalization:
Unsecured credit facility and commercial paper $ - $ 1,587,597 $ 1,147,000
Long-term debt obligations(1)
13,905,822 13,436,365 12,150,144
Cash and cash equivalents(2)
(1,968,765) (284,917) (215,376)
Total net debt 11,937,057 14,739,045 13,081,768
Total equity and noncontrolling interests(3)
17,225,062 16,982,504 16,010,645
Book capitalization $ 29,162,119 $ 31,721,549 $ 29,092,413
Net debt to book capitalization ratio 40.9 % 46.5 % 45.0 %
Undepreciated book capitalization:
Total net debt $ 11,937,057 $ 14,739,045 $ 13,081,768
Accumulated depreciation and amortization 6,104,297 5,715,459 5,499,958
Total equity and noncontrolling interests(3)
17,225,062 16,982,504 16,010,645
Undepreciated book capitalization $ 35,266,416 $ 37,437,008 $ 34,592,371
Net debt to undepreciated book capitalization ratio 33.8 % 39.4 % 37.8 %
Market capitalization:
Common shares outstanding 417,401 410,257 383,675
Period end share price $ 64.62 $ 81.78 $ 69.41
Common equity market capitalization $ 26,972,453 $ 33,550,817 $ 26,630,882
Total net debt 11,937,057 14,739,045 13,081,768
Noncontrolling interests(3)
1,252,343 1,442,060 1,378,311
Preferred stock - - 718,498
Market capitalization: $ 40,161,853 $ 49,731,922 $ 41,809,459
Net debt to market capitalization ratio 29.7 % 29.6 % 31.3 %
(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to financing leases, as reflected on our Consolidated Balance Sheets. Operating lease liabilities related to the ASC 842 adoption are excluded.
(2) Inclusive of IRC Section 1031 deposits, if any.
(3) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests as reflected on our Consolidated Balance Sheets.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers an accounting estimate or assumption critical if:
•the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and
•the impact of the estimates and assumptions on financial condition or operating performance is material.
Management has discussed the development and selection of its critical accounting policies with the Audit Committee of the Board of Directors. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us.
The following table presents information about our critical accounting policies, as well as the material assumptions used to develop each estimate:
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Nature of Critical
Accounting Estimate
Assumptions/Approach
Used
Impairment of Real Property
Assessing impairment of real property involves subjectivity in determining if indicators of impairment are present and in estimating the future undiscounted cash flows or estimated fair value of an asset. In estimating the undiscounted cash flows or fair value, key assumptions that would be made are the estimation of future rental revenues, operating expenses, capitalization rates and the ability and intent to hold the respective asset, all of which are affected by our expectations of future market or economic conditions. These estimates can have a significant impact on the undiscounted cash flows or estimated fair value of an asset.
Quarterly, we evaluate our real estate investments on a property by property basis to determine if there are indicators of impairment. These indicators may include expected operational performance, the tenant's ability to make rent payments, a decision to dispose of an asset before the end of its estimated useful life and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, an undiscounted cash flow analysis will be prepared and the results of such analysis will be compared to the current net book value to determine if an impairment charge is necessary. This analysis requires us to use judgment in determining whether indicators of impairment exist and to estimate the expected future undiscounted cash flows or estimated fair values of the property. Properties that meet the held for sale criteria are recorded at the lesser of the fair value less costs to sell or carrying value.
Real Estate Acquisitions
We believe that substantially all of our real estate acquisitions are considered asset acquisitions for which we record the related real estate acquired (tangible assets 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. Tangible assets consist primarily of land, building and improvements. Identifiable intangible assets and liabilities primarily consist of the above or below market component of in-place leases and the value of in-place leases. The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values based on management's evaluation of the specific characteristics of each tenant's lease and our overall relationship with respect to that tenant.
The allocation of the purchase price to the related real estate acquired (tangible assets and intangible assets and liabilities) involves subjectivity as such allocations are based on a relative fair value analysis. In determining the fair values that drive such analysis, we estimate the fair value of each component of the real estate acquired which generally includes land, buildings and improvements, the above or below market component of in-place leases and the value of in-place leases. Significant assumptions used to determine such fair values include comparable land sales, capitalization rates, discount rates, market rental rates and property operating data, all of which can be impacted by expectations about future market or economic conditions. Our estimates of the values of these components affect the amount of depreciation and amortization we record over the estimated useful life of the property or the term of the lease.
Principles of Consolidation
The consolidated financial statements include our accounts, the accounts of our wholly-owned subsidiaries, and the accounts of joint venture entities in which we own a majority voting interest with the ability to control operations and where no substantive participating rights or substantive kick out rights have been granted to the noncontrolling interests. In addition, we consolidate those entities deemed to be variable interest entities (“VIEs”) in which we are determined to be the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation.
We make judgments about which entities are VIEs based on an assessment of whether (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, our ability to direct the activities that most significantly impact the entity's economic performance, our form of ownership interest, our representation on the entity's governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Nature of Critical
Accounting Estimate
Assumptions/Approach
Used
Allowance for Credit Losses on Loans Receivable
The allowance for credit losses 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 all outstanding loans, including general economic conditions and estimated collectability of loan payments.
The determination of the allowance for credit losses is based on a quarterly evaluation of all outstanding loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of factors, 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 may 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is presented to provide a discussion of the risks associated with potential fluctuations in interest rates and foreign currency exchange rates. For more information, see Notes 12 and 17 to our consolidated financial statements.
We historically borrow on our unsecured revolving credit facility and commercial paper program to acquire, construct or make loans relating to health care and seniors housing properties. Then, as market conditions dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under our unsecured revolving credit facility and commercial paper program. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.
A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):
December 31, 2020 December 31, 2019
Principal balance Change in fair value Principal balance Change in fair value
Senior unsecured notes $ 9,943,501 $ (761,581) $ 9,724,691 $ (751,848)
Secured debt 1,702,196 (57,756) 1,814,229 (69,756)
Totals $ 11,645,697 $ (819,337) $ 11,538,920 $ (821,604)
Our variable rate debt, including our unsecured revolving credit facility and commercial paper program, is reflected at fair value. At December 31, 2020, we had $2,241,909,000 outstanding related to our variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $22,420,000. At December 31, 2019, we had $3,470,584,000 outstanding under our variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have resulted in increased annual interest expense of $34,706,000.
We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the United Kingdom. Based solely on our results for the year ended December 31, 2020, including the impact of existing hedging arrangements, if these exchange rates were to increase or decrease by 10%, our net income from these investments would increase or decrease, as applicable, by less than $3,000,000. We will continue to mitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and health care properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value. The following table summarizes the results of the analysis performed, excluding cross currency hedge activity (dollars in thousands):
December 31, 2020 December 31, 2019
Carrying value Change in fair value Carrying value Change in fair value
Foreign currency exchange contracts $ 61,851 $ 12,731 $ 26,767 $ 12,136
Debt designated as hedges 1,630,542 16,305 1,586,116 15,861
Totals $ 1,692,393 $ 29,036 $ 1,612,883 $ 27,997
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Welltower Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 10, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Real Property
Description of the Matter At December 31, 2020, the Company’s net real property owned was approximately $27.6 billion. As discussed in Note 2 to the consolidated financial statements, the Company reviews its real property quarterly on a property-by-property basis to determine if facts and circumstances suggest that the real property may be impaired. If the undiscounted cash flows indicate that the real property will not be recoverable, the carrying value of the real property is reduced to its estimated fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.
Auditing the Company’s process to evaluate real property owned for impairment was complex due to the high degree of subjectivity in determining whether indicators of impairment were present for certain properties, and in determining the future undiscounted cash flows and estimated fair values, if necessary, of properties where indicators of impairment were determined to be present. In particular, the undiscounted cash flows and fair value estimates were sensitive to significant assumptions, including future rental revenues and operating expenses, capitalization rates, and anticipated hold period, which are affected by expectations about future market or economic conditions.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to evaluate real property owned for impairment. This
included testing controls over the Company’s review of impairment indicators by property and management's review and approval of the significant assumptions described above.
To test the Company's evaluation of real property for impairment, we performed audit procedures that included, among others, assessing the methodologies used by management, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company’s business and other relevant factors would affect the significant assumptions. In addition, we assessed the historical accuracy of the Company’s estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the undiscounted future cash flows and estimated fair values of the property that would result from changes in the significant assumptions.
Real Estate Acquisitions
Description of the Matter During 2020, the Company completed approximately $904 million of real estate acquisitions. As disclosed in Note 3 of the consolidated financial statements, the total purchase price for all properties acquired has been allocated to the related real estate acquired (tangible assets and identifiable intangible assets and liabilities) based upon their relative fair values.
Auditing the fair values allocated by management to the real estate acquired was complex because the fair value estimates were sensitive to significant assumptions, including comparable land sales, capitalization rates, discount rates, market rental rates and property operating data, which can be impacted by expectations about future market or economic conditions.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to account for real estate acquisitions, including controls over the Company’s review of the significant assumptions discussed above.
To test the fair values allocated to the real estate acquired, we performed audit procedures that included, among others, assessing the methodologies used by management and evaluating the significant assumptions used by the Company discussed above. We compared certain of management’s assumptions to external market data for similar properties and tested the clerical accuracy of the valuation models. We involved our valuation specialist in our evaluation of the significant assumptions used by the Company and the review of the valuation models.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1970.
Toledo, Ohio
February 10, 2021
CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
December 31, 2020 December 31, 2019
Assets
Real estate investments:
Real property owned:
Land and land improvements $ 3,440,650 $ 3,486,620
Buildings and improvements 28,024,971 29,163,305
Acquired lease intangibles 1,500,030 1,617,051
Real property held for sale, net of accumulated depreciation 216,613 1,253,008
Construction in progress 487,742 507,931
Gross real property owned 33,670,006 36,027,915
Less accumulated depreciation and amortization (6,104,297) (5,715,459)
Net real property owned 27,565,709 30,312,456
Right of use assets, net 465,866 536,433
Real estate loans receivable, net of credit allowance 443,372 270,382
Net real estate investments 28,474,947 31,119,271
Other assets:
Investments in unconsolidated entities 946,234 583,423
Goodwill 68,321 68,321
Cash and cash equivalents 1,545,046 284,917
Restricted cash 475,997 100,849
Straight-line rent receivable 344,066 466,222
Receivables and other assets 629,031 757,748
Total other assets 4,008,695 2,261,480
Total assets $ 32,483,642 $ 33,380,751
Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper $ - $ 1,587,597
Senior unsecured notes 11,420,790 10,336,513
Secured debt 2,377,930 2,990,962
Lease liabilities 418,266 473,693
Accrued expenses and other liabilities 1,041,594 1,009,482
Total liabilities 15,258,580 16,398,247
Redeemable noncontrolling interests 343,490 475,877
Equity:
Common stock 418,691 411,005
Capital in excess of par value 20,823,145 20,190,119
Treasury stock (104,490) (78,955)
Cumulative net income 8,327,598 7,353,966
Cumulative dividends (13,343,721) (12,223,534)
Accumulated other comprehensive income (loss) (148,504) (112,157)
Total Welltower Inc. stockholders’ equity 15,972,719 15,540,444
Noncontrolling interests 908,853 966,183
Total equity 16,881,572 16,506,627
Total liabilities and equity $ 32,483,642 $ 33,380,751
See accompanying notes
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data)
Year Ended December 31,
2020 2019 2018
Revenues:
Resident fees and services $ 3,074,022 $ 3,448,175 $ 3,234,852
Rental income 1,443,360 1,588,400 1,380,422
Interest income 69,156 63,830 55,814
Other income 19,429 20,901 29,411
Total revenues 4,605,967 5,121,306 4,700,499
Expenses:
Property operating expenses 2,597,823 2,690,042 2,433,017
Depreciation and amortization 1,038,437 1,027,073 950,459
Interest expense 514,388 555,559 526,592
General and administrative expenses 128,394 126,549 126,383
Loss (gain) on derivatives and financial instruments, net 11,049 (4,399) (4,016)
Loss (gain) on extinguishment of debt, net 47,049 84,155 16,097
Provision for loan losses 94,436 18,690 -
Impairment of assets 135,608 28,133 115,579
Other expenses 70,335 52,612 112,898
Total expenses 4,637,519 4,578,414 4,277,009
Income (loss) from continuing operations before income taxes and other items (31,552) 542,892 423,490
Income tax (expense) benefit (9,968) (2,957) (8,674)
Income (loss) from unconsolidated entities (8,083) 42,434 (641)
Gain (loss) on real estate dispositions, net 1,088,455 748,041 415,575
Income (loss) from continuing operations 1,038,852 1,330,410 829,750
Net income 1,038,852 1,330,410 829,750
Less: Preferred stock dividends - - 46,704
Less: Net income (loss) attributable to noncontrolling interests(1)
60,008 97,978 24,796
Net income (loss) attributable to common stockholders $ 978,844 $ 1,232,432 $ 758,250
Average number of common shares outstanding:
Basic 415,451 401,845 373,620
Diluted 417,387 403,808 375,250
Earnings per share:
Basic:
Income (loss) from continuing operations $ 2.50 $ 3.31 $ 2.22
Net income (loss) attributable to common stockholders $ 2.36 $ 3.07 $ 2.03
Diluted:
Income (loss) from continuing operations $ 2.49 $ 3.29 $ 2.21
Net income (loss) attributable to common stockholders(2)
$ 2.33 $ 3.05 $ 2.02
(1) Includes amounts attributable to redeemable noncontrolling interests
(2) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
See accompanying notes
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
Year Ended December 31,
2020 2019 2018
Net income $ 1,038,852 $ 1,330,410 $ 829,750
Other comprehensive income (loss):
Unrecognized actuarial gain (loss)
- 540 344
Foreign currency translation gain (loss)
103,612 161,915 (253,022)
Derivative and financial instruments designated as hedges gain (loss)
(134,369) (131,120) 211,390
Total other comprehensive income (loss) (30,757) 31,335 (41,288)
Total comprehensive income (loss) 1,008,095 1,361,745 788,462
Less: Total comprehensive income (loss) attributable to
noncontrolling interests(1)
65,598 111,701 1,812
Total comprehensive income (loss) attributable to common stockholders $ 942,497 $ 1,250,044 $ 786,650
(1) Includes amounts attributable to redeemable noncontrolling interests.
See accompanying notes
CONSOLIDATED STATEMENTS OF EQUITY
WELLTOWER INC. AND SUBSIDIARIES
(in thousands) Preferred Stock Common Stock Capital in Excess of Par Value Treasury Stock Cumulative Net Income Cumulative Dividends Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total
Balances at December 31, 2017 $ 718,503 $ 372,449 $ 17,663,351 $ (64,559) $ 5,316,580 $ (9,471,712) $ (111,465) $ 502,305 $ 14,925,452
Comprehensive income:
Net income (loss) 804,954 25,065 830,019
Other comprehensive income (loss) (18,304) (22,984) (41,288)
Total comprehensive income 788,731
Net change in noncontrolling interests (43,101) 449,879 406,778
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 188 27,901 (3,940) 24,149
Net proceeds from issuance of common stock 11,828 776,506 788,334
Conversion of preferred stock (5) 5 -
Dividends paid:
Common stock dividends (1,300,141) (1,300,141)
Preferred stock dividends (46,704) (46,704)
Balances at December 31, 2018 718,498 384,465 18,424,662 (68,499) 6,121,534 (10,818,557) (129,769) 954,265 15,586,599
Comprehensive income:
Net income (loss) 1,232,432 67,365 1,299,797
Other comprehensive income (loss) 17,612 13,440 31,052
Total comprehensive income 1,330,849
Net change in noncontrolling interests 3,583 (68,887) (65,304)
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 162 25,163 (10,456) 14,869
Net proceeds from issuance of common stock 13,666 1,030,925 1,044,591
Conversion of preferred stock (718,498) 12,712 705,786 -
Dividends paid:
Common stock dividends (1,404,977) (1,404,977)
Balances at December 31, 2019 - 411,005 20,190,119 (78,955) 7,353,966 (12,223,534) (112,157) 966,183 16,506,627
Cumulative change in accounting principle (Note 2) (5,212) (5,212)
Balances at January 1, 2020 (as adjusted for change in accounting principle) - 411,005 20,190,119 (78,955) 7,348,754 (12,223,534) (112,157) 966,183 16,501,415
Comprehensive income:
Net income (loss) 978,844 98,910 1,077,754
Other comprehensive income (loss) (36,347) 5,493 (30,854)
Total comprehensive income 1,046,900
Net change in noncontrolling interests 18,158 (161,733) (143,575)
Amounts related to issuance of common stock from dividend reinvestment and stock incentive plans, net of forfeitures 622 27,666 (17,879) 10,409
Net proceeds from issuance of common stock 7,064 587,202 594,266
Repurchase of common stock (7,656) (7,656)
Dividends paid:
Common stock dividends (1,120,187) (1,120,187)
Balances at December 31, 2020 $ - $ 418,691 $ 20,823,145 $ (104,490) $ 8,327,598 $ (13,343,721) $ (148,504) $ 908,853 $ 16,881,572
See accompanying notes
CONSOLIDATED STATEMENTS OF CASH FLOWS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
Year Ended December 31,
2020 2019 2018
Operating activities:
Net income $ 1,038,852 $ 1,330,410 $ 829,750
Adjustments to reconcile net income to net cash provided from (used in) operating
activities:
Depreciation and amortization 1,038,437 1,027,073 950,459
Other amortization expenses 13,213 16,827 17,000
Provision for loan losses 94,436 18,690 -
Impairment of assets 135,608 28,133 115,579
Stock-based compensation expense 28,318 25,047 27,646
Loss (gain) on derivatives and financial instruments, net 11,049 (4,399) (4,016)
Loss (gain) on extinguishment of debt, net 47,049 84,155 16,097
Loss (income) from unconsolidated entities 8,083 (42,434) 641
Rental income less than ( in excess of) cash received 60,254 (106,331) (32,857)
Amortization related to above (below) market leases, net (1,870) (676) 2,608
Loss (gain) on real estate dispositions, net (1,088,455) (748,041) (415,575)
Distributions by unconsolidated entities 11,601 - 21
Increase (decrease) in accrued expenses and other liabilities 22,764 (29,068) 70,762
Decrease (increase) in receivables and other assets (54,583) (63,418) 5,829
Net cash provided from (used in) operating activities 1,364,756 1,535,968 1,583,944
Investing activities:
Cash disbursed for acquisitions, net of cash acquired (903,756) (3,959,683) (3,560,360)
Cash disbursed for capital improvements to existing properties (244,989) (328,824) (266,183)
Cash disbursed for construction in progress (201,336) (323,488) (160,706)
Capitalized interest (17,472) (15,272) (7,905)
Investment in loans receivable (247,543) (119,699) (112,048)
Principal collected on loans receivable 31,548 127,706 203,935
Other investments, net of payments 7,726 (8,282) (44,535)
Contributions to unconsolidated entities (411,154) (279,631) (136,854)
Distributions by unconsolidated entities 48,195 216,231 90,916
Proceeds from (payments on) derivatives (13,319) (8,499) 65,399
Proceeds from sales of real property 4,300,028 2,650,650 1,541,870
Net cash provided from (used in) investing activities 2,347,928 (2,048,791) (2,386,471)
Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper (1,587,597) 440,597 428,000
Proceeds from issuance of senior unsecured notes 1,588,549 3,974,559 2,824,176
Payments to extinguish senior unsecured notes (566,248) (3,335,290) (1,450,000)
Net proceeds from the issuance of secured debt 62,055 343,696 45,447
Payments on secured debt (694,995) (284,433) (362,841)
Net proceeds from the issuance of common stock 595,313 1,056,125 789,575
Repurchase of common stock (7,656) - -
Payments for deferred financing costs and prepayment penalties (39,087) (84,142) (29,691)
Contributions by noncontrolling interests(1)
44,023 55,365 39,207
Distributions to noncontrolling interests(1)
(333,489) (172,940) (109,871)
Cash distributions to stockholders (1,119,232) (1,400,712) (1,348,863)
Other financing activities (22,494) (15,675) (6,771)
Net cash provided from (used in) financing activities (2,080,858) 577,150 818,368
Effect of foreign currency translation on cash and cash equivalents and restricted cash 3,451 5,310 (9,015)
Increase (decrease) in cash, cash equivalents and restricted cash 1,635,277 69,637 6,826
Cash, cash equivalents and restricted cash at beginning of period 385,766 316,129 309,303
Cash, cash equivalents and restricted cash at end of period $ 2,021,043 $ 385,766 $ 316,129
Supplemental cash flow information:
Interest paid $ 508,454 $ 574,536 $ 501,404
Income taxes paid 13,671 14,338 2,250
(1) Includes amounts attributable to redeemable noncontrolling interests.
See accompanying notes.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (“REIT”), owns 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.
2. Accounting Policies and Related Matters
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture (“JV”) entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of JV transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance. For investments in JVs, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
Revenue Recognition
For our Triple-net and Outpatient Medical segments, a significant source of our revenue is generated through leasing arrangements. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Outpatient Medical portfolio typically include some form of operating expense reimbursement by the tenant. Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term.
For our Seniors Housing Operating segment, revenue from resident fees and services is predominantly service-based, and generally is recognized monthly as services are provided. Agreements with residents generally have a term of one year and are cancellable by the resident with 30 days’ notice. Management contracts are present in some of our joint venture agreements to provide asset and property management, leasing, marketing and other services.
Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk.
We recognize gains on the disposition of real estate when the recognition criteria have been met, generally at the time the risks and rewards and title have transferred and we no longer have substantial continuing involvement with the real estate sold. We recognize losses from disposition of real estate when known.
Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.
Restricted Cash
Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements, amounts held in escrow relating to transactions we are entitled to receive over a period of time as outlined in the escrow agreement and net proceeds from property sales that were executed as tax-deferred dispositions under Internal Revenue Code (“IRC”) Section 1031.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Loan Expenses
Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. Deferred loan expenses related to debt instruments, excluding the primary unsecured credit facility, are recorded as a reduction of the related debt liability. Deferred loan expenses related to the primary unsecured credit facility are included in other assets. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.
Investments in Unconsolidated Entities
Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest inclusive of transaction costs. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
Equity Securities
Equity securities are measured at fair value with gains and losses recognized in loss (gain) on derivatives and financial instruments, net in the Consolidated Statements of Comprehensive Income.
Redeemable Noncontrolling Interests
Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value. If it is probable that the interests will be redeemed in the future, we accrete the carrying value to the redemption value over the period until expected redemption, currently a weighted-average period of approximately two years. In accordance with ASC 810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine item, on the balance sheet. At December 31, 2020, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $343,490,000 by $15,696,000.
We entered into certain DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax deferred basis for equity membership interests (“OP units”). The OP units may be redeemed any time following the first anniversary of the date of issuance at the election of the holders for one share of our common stock per unit or, at our option, cash.
Real Property Owned
Real estate acquisitions are generally classified as asset acquisitions for which we record tangible assets 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. Tangible assets primarily consist of land, buildings and improvements.
Identifiable intangible assets and liabilities consist primarily of the above or below market component of in-place leases and the value associated with the presence of in-place leases. The value allocable to the above or below market component of the acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities on the balance sheet and are amortized to rental income over the remaining terms of the respective leases or lease-up period.
The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. The total amount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associated with lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value associated with lost rental revenue from existing leases during an assumed re-leasing period. This intangible asset is amortized over the remaining life of the lease or the assumed re-leasing period.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Real property developed by us is recorded at cost, including the capitalization of construction period interest. These properties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years for improvements. We consider costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investment activities in our Consolidated Statement of Cash Flows.
The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that the assets may be impaired or that the depreciable life may need to be changed. We consider external factors relating to each asset and the existence of a master lease which may link the cash flows of an individual asset to a larger portfolio of assets leased to the same tenant. If these factors and the projected undiscounted cash flows of the assets over the remaining depreciation period indicate that the assets will not be recoverable, the carrying value is reduced to the estimated fair market value. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. Additionally, properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value.
Expenditures for repairs and maintenance are expensed as incurred.
Capitalization of Construction Period Interest
We capitalize interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the balance outstanding during the construction period using the rate of interest which approximates our company-wide cost of financing. Our interest expense reflected in the Consolidated Statements of Comprehensive Income has been reduced by the amounts capitalized.
Loans Receivable
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of credit allowance, 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, 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 collectability risks.
In Substance Real Estate Investments
We provide loans to third parties for the acquisition, development and construction of real estate. Under these arrangements, it is possible that we will participate in the expected residual profits of the project through the sale, refinancing or acquisition of the property. We evaluate the characteristics of each arrangement, including its risks and rewards, to determine whether they are more similar to those associated with a loan or an investment in real estate. Arrangements with characteristics implying loan classification are presented as real estate loans receivable and result in the recognition of interest income. Arrangements with characteristics implying real estate joint ventures are treated as in substance real estate investments and presented as investments in unconsolidated entities and are accounted for using the equity method. The classification of each arrangement as either a real estate loan receivable or investment in unconsolidated entity involves judgment and relies on various factors, including market conditions, amount and timing of expected residual profits, credit enhancements in the form of guarantees, estimated fair value of the collateral, and significance of borrower equity in the project, among others. The classification of such arrangements is performed at inception, and periodically reassessed when significant changes occur in the circumstances or conditions described above.
Allowance for Credit Losses on Loans Receivable
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 all outstanding 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 status are deemed to have deteriorated credit quality. To the extent circumstances improve and the risk of collectability is diminished, we may 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.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Goodwill
Goodwill is tested annually for impairment and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had any goodwill impairments.
Fair Value of Derivative Instruments
Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward trade rates and discount rates. Such amounts and the recognition of such amounts are subject to estimates that may change in the future. See Note 12 for additional information.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following (in thousands):
Year Ended December 31,
2020 2019
Accounts payable $ 101,592 $ 58,646
Accrued interest 112,202 104,548
Other accrued expenses 41,471 71,860
Unearned revenues 115,411 183,011
Taxes payable 99,916 97,094
Other liabilities 571,002 494,323
Total $ 1,041,594 $ 1,009,482
Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the IRC, commencing with our first taxable year, and made no provision for U.S. federal income tax purposes prior to our acquisition of our taxable REIT subsidiaries (“TRSs”). As a result of these as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as TRSs under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 19 for additional information.
Foreign Currency
Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S. Dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets.
Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding for the period adjusted for non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. Additionally, net income (loss) allocated to OP units (discussed above) has been included in the numerator and redeemable common stock related to the OP units have been included in the denominator for the purpose of computing diluted earnings per share.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reclassifications
Certain amounts in prior years have been reclassified to conform to current year presentation.
Impact of COVID-19 Pandemic
The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the future, including but not limited to, the following:
•Our Seniors Housing Operating revenues are dependent on occupancy. Declines in occupancy are expected due to heightened move-in criteria and screening, as well as increased mortality rates among seniors. Occupancy within our total Seniors Housing Operating portfolio has declined as follows (unaudited):
Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
Spot occupancy (1)
85.6 % 84.9 % 82.6 % 80.9 % 79.9 % 79.3 % 78.7 % 78.4 % 78.0 % 77.3 % 76.2 %
Sequential occupancy change (0.7) % (2.3) % (1.7) % (1.0) % (0.6) % (0.6) % (0.3) % (0.4) % (0.7) % (1.1) %
(1) Spot occupancy represents approximate month end occupancy for properties in operation as of February 29, 2020, including unconsolidated properties but excluding acquisitions, dispositions and development conversions since this date.
•Increased Seniors Housing Operating expenses are expected to continue until the pandemic subsides. We experienced incremental operational costs, net of reimbursements, of $78,792,000 related to consolidated properties for the year ended December 31, 2020, included in property operating expenses. These expenses were incurred as a result of the introduction of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment ("PPE") and supplies, net of reimbursements. Certain new expenses incurred since the start of the pandemic may continue on an ongoing basis as part of new health and safety protocols.
•In 2020 applications were made for amounts under Phase 2 and Phase 3 of the Provider Relief Fund related to our Seniors Housing Operating portfolio following the announcement from the Department of Health and Human Services that it expanded the eligibility of the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) Provider Relief Fund to include assisted living facilities. During the fourth quarter, we received Provider Relief Funds of approximately $9 million which was recognized as a reduction to property operating expenses. To date in 2021, we have received approximately $34 million of Provider Relief Funds.
•Our Triple-net operators are experiencing similar occupancy declines and expense increases, however, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may impact our Triple-net operators' ability to pay rent and contractual obligations. Many of our Triple-net operators have received funds under the CARES Act Paycheck Protection Program. In addition, operators of long-term/post-acute care facilities have generally received funds from Phase 1 of the Provider Relief Fund and operators of assisted living facilities are receiving funds from Phase 2 of the Provider Relief Fund. Accordingly, collection of Triple-net rent due during the COVID-19 pandemic to date (from March to December) has generally been consistent with historical collection rates and no significant rent concessions or deferrals have been made.
•Outpatient Medical rent collections through March were generally consistent with pre COVID-19 levels. During the second quarter we executed short term rent deferrals with certain Outpatient Medical tenants which in most cases were required to be repaid by year end. Since then we have collected approximately 99% of Outpatient Medical rent due in the second half of the year, with uncollected amounts primarily attributable to local jurisdictions with COVID-19 related ordinances providing temporary rent relief to tenants. Furthermore, collections of deferred rent due under executed deferrals was over 99%. To the extent that deferred rent is not repaid as expected, or the prolonged impact of the COVID-19 pandemic causes operators or tenants to seek further modifications of their lease agreements, we may recognize reductions in revenue and increases in uncollectible receivables.
•Assessing properties for potential impairment involves subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or estimated fair value of the asset. Key assumptions are made in these assessments including the estimation of future rental revenues, occupancy, operating expenses, capitalization rates and the ability and intent to hold the respective asset. All of these assumptions are significantly affected by our expectations of future market or economic conditions and can be highly impacted by the uncertainty of the COVID-19 pandemic. We will continue to evaluate the assumptions used in these analyses, changes to which may result in impairments in future periods.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
•The determination of the allowance for credit losses is based on our evaluation of collectability of our loans receivable and includes review of factors such as delinquency status, historical loan charge-offs, financial strength of the borrower and guarantors and the value of the underlying collateral. Reduced economic activity severely impacts our borrowers' businesses, financial conditions and liquidity and may hinder their ability to make contractual payments to us, leading to an increase in loans deemed to have deteriorated credit which could result in an increase in the provision for loan losses.
New Accounting Standards
•On January 1, 2020, we adopted ASU 2016-13, “Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). This standard requires a new forward-looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. In November 2018, the FASB issued an amendment excluding operating lease receivables accounted for under the new leases standard from the scope of the new credit losses standard. ASU 2016-13 primarily impacts our measurement for credit losses related to our real estate and non-real estate loans receivable. In conjunction with our adoption of ASU 2016-13, we recorded a $5,212,000 increase to our allowance for credit losses on loans receivable (both real estate and non-real estate) with a corresponding adjustment to cumulative net income related to the change in accounting principle. See Note 7 for further details.
•At the FASB's April 8, 2020 Board meeting, the staff acknowledged that the economics of lease concessions that result from a global pandemic may not be aligned with the underlying premise of the modification framework in ASC 842, under which the concession would be recognized over the remainder of the lease term. In a Q&A document, the FASB provided entities with COVID-19 related lease concessions an option to either (1) apply the modification framework for these concessions in accordance with ASC 842 as applicable or (2) account for concessions as if they were made under the enforceable rights included in the original agreement as long as total cash flows resulting from the modified contract are substantially the same or less than cash flows in the original contract. Due to the continuing adverse economic conditions caused by the COVID-19 pandemic, certain tenants and operators have requested rent relief, most often in the form of a short-term rent deferral. Not all requests result in modification of agreements, nor do we intend to forgo our contractual rights under our lease agreements. We evaluate each rent relief request on an individual basis. To date, the majority of rent deferral agreements resulted in two months of full or partial rent relief to be repaid by the end of the year unless local ordinances mandate otherwise. We have elected to apply the accounting relief provided by the FASB to such short-term rent deferrals, and will account for such deferrals as if no change had been made to the original lease contract.
•In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. We are currently evaluating the guidance and the impact it may have on our consolidated financial statements.
3. Real Property Acquisitions and Development
The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
Year Ended December 31, 2020
Seniors Housing Operating Triple-net Outpatient Medical Total
Land and land improvements $ 55,000 $ 16,876 $ 45,590 $ 117,466
Buildings and improvements 527,189 73,855 179,004 780,048
Acquired lease intangibles 28,668 - 24,718 53,386
Total net real estate assets 610,857 90,731 249,312 950,900
Receivables and other assets 746 - 268 1,014
Total assets acquired(1)
611,603 90,731 249,580 951,914
Accrued expenses and other liabilities (1,650) - (962) (2,612)
Total liabilities assumed (1,650) - (962) (2,612)
Noncontrolling interests(2)
(45,546) - - (45,546)
Cash disbursed for acquisitions 564,407 90,731 248,618 903,756
Construction in progress additions 134,945 45,256 39,833 220,034
Less: Capitalized interest (10,389) (3,209) (3,874) (17,472)
Accruals(3)
(1,226) - - (1,226)
Cash disbursed for construction in progress 123,330 42,047 35,959 201,336
Capital improvements to existing properties 107,379 76,625 60,985 244,989
Total cash invested in real property, net of cash acquired
$ 795,116 $ 209,403 $ 345,562 $ 1,350,081
(1) Excludes $580,000 of unrestricted and restricted cash acquired.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
Year Ended December 31, 2019
Seniors Housing Operating Triple-net Outpatient Medical Total
Land and land improvements $ 154,470 $ 24,097 $ 293,933 $ 472,500
Buildings and improvements 1,518,748 203,282 1,954,928 3,676,958
Acquired lease intangibles 76,009 - 183,921 259,930
Real property held for sale 17,435 - - 17,435
Construction in progress 36,174 - - 36,174
Right of use assets, net - - 58,377 58,377
Total net real estate assets 1,802,836 227,379 2,491,159 4,521,374
Receivables and other assets 15,634 - 1,586 17,220
Total assets acquired(1)
1,818,470 227,379 2,492,745 4,538,594
Secured debt (194,408) - (206,754) (401,162)
Lease liabilities - - (47,740) (47,740)
Accrued expenses and other liabilities (12,024) - (32,893) (44,917)
Total liabilities assumed (206,432) - (287,387) (493,819)
Noncontrolling interests(2)
(67,987) (4,015) (1,201) (73,203)
Non-cash acquisition related activity(3)
(11,889) - - (11,889)
Cash disbursed for acquisitions 1,532,162 223,364 2,204,157 3,959,683
Construction in progress additions 227,018 61,414 60,884 349,316
Less: Capitalized interest (8,889) (2,385) (3,998) (15,272)
Accruals(4)
- - (1,035) (1,035)
Cash disbursed for construction in progress 218,129 59,029 55,851 333,009
Capital improvements to existing properties 260,413 17,426 50,985 328,824
Total cash invested in real property, net of cash acquired $ 2,010,704 $ 299,819 $ 2,310,993 $ 4,621,516
(1) Excludes $2,090,000 of unrestricted and restricted cash acquired.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
(3) Relates to the acquisition of assets previously recognized as investments in unconsolidated entities.
(4) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2018
Seniors Housing Operating Triple-net Outpatient Medical Total
Land and land improvements $ 51,440 $ 413,588 $ 77,239 $ 542,267
Buildings and improvements 621,731 2,242,884 478,740 3,343,355
Acquired lease intangibles 69,504 9,690 50,813 130,007
Real property held for sale - 396,265 22,032 418,297
Total net real estate assets 742,675 3,062,427 628,824 4,433,926
Receivables and other assets 1,492 1,354 1,185 4,031
Total assets acquired(1)
744,167 3,063,781 630,009 4,437,957
Secured debt (134,752) - (169,156) (303,908)
Accrued expenses and other liabilities (18,463) (13,199) (14,896) (46,558)
Total liabilities assumed (153,215) (13,199) (184,052) (350,466)
Noncontrolling interests(2)
(14,390) (512,741) - (527,131)
Cash disbursed for acquisitions 576,562 2,537,841 445,957 3,560,360
Construction in progress additions 82,621 55,558 26,565 164,744
Less: Capitalized interest (3,190) (2,238) (2,477) (7,905)
Accruals(3)
- - (339) (339)
Cash disbursed for construction in progress 79,431 53,320 23,749 156,500
Capital improvements to existing properties 201,001 10,046 55,136 266,183
Total cash invested in real property, net of cash acquired $ 856,994 $ 2,601,207 $ 524,842 $ 3,983,043
(1) Excludes $395,397,000 of unrestricted and restricted cash acquired.
(2) Includes amounts attributable to both redeemable noncontrolling interests and noncontrolling interests.
(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period.
Acquisition of Quality Care Properties
On July 26, 2018, we completed the acquisition of Quality Care Properties Inc. ("QCP"), with QCP shareholders receiving $20.75 of cash for each share of QCP common stock and all existing QCP debt was repaid upon closing. Prior to the acquisition, ProMedica Health System ("ProMedica") completed the acquisition of HCR ManorCare. Immediately following the acquisition of QCP, we formed an 80/20 joint venture with ProMedica to own the real estate associated with the 218 seniors housing properties leased to ProMedica under a lease agreement with the following key terms: (i) 15-year absolute triple-net master lease with three 5-year renewal options; (ii) initial annual cash rent of $179 million with a year one escalator of 1.375% and 2.75% annual escalators thereafter; and (iii) full corporate guarantee of ProMedica. Additionally, we acquired 59 seniors housing properties classified as held for sale and leased to ProMedica under a non-yielding lease, 12 seniors housing properties and one surgery center classified as held for sale and leased to operators under existing triple-net leases, 14 seniors housing properties leased to operators under existing triple-net leases and one multi-tenant medical office building leased to various tenants. The aggregate consideration to acquire the QCP shares and repay outstanding QCP debt was approximately $3.5 billion.
We concluded that the QCP acquisition met the definition of an asset acquisition under ASU 2017-01, "Clarifying the Definition of a Business". The following table presents the purchase price calculation and the allocation to assets acquired and liabilities assumed based upon their relative fair value:
(In thousands)
Land and land improvements $ 417,983
Buildings and improvements 2,253,451
Acquired lease intangibles 12,820
Real property held for sale 418,297
Cash and cash equivalents 381,913
Restricted cash 4,981
Receivables and other assets 1,354
Total assets acquired 3,490,799
Accrued expenses and other liabilities (13,199)
Total liabilities assumed (13,199)
Noncontrolling interests (512,741)
Net assets acquired $ 2,964,859
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Development projects:
Seniors Housing Operating $ 93,188 $ 28,117 $ 86,931
Triple-net 75,149 - 90,055
Outpatient Medical 43,493 21,006 11,358
Total development projects 211,830 49,123 188,344
Expansion projects 48,600 - 20,029
Total construction in progress conversions $ 260,430 $ 49,123 $ 208,373
4. Real Estate Intangibles
The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands):
December 31, 2020 December 31, 2019
Assets:
In place lease intangibles $ 1,406,705 $ 1,513,836
Above market tenant leases 52,621 59,540
Lease commissions 40,704 43,675
Gross historical cost 1,500,030 1,617,051
Accumulated amortization (1,177,513) (1,181,158)
Net book value $ 322,517 $ 435,893
Weighted-average amortization period in years 10.5 10.3
Liabilities:
Below market tenant leases $ 77,851 $ 99,035
Accumulated amortization (40,871) (49,390)
Net book value $ 36,980 $ 49,645
Weighted-average amortization period in years 8.3 8.6
The following is a summary of real estate intangible amortization income (expense) for the periods presented (in thousands):
Year Ended December 31,
2020 2019 2018
Rental income related to (above)/below market tenant leases, net $ 1,710 $ 508 $ (1,269)
Amortization related to in place lease intangibles and lease commissions (121,004) (135,047) (122,515)
The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):
Assets Liabilities
2021 $ 78,160 $ 7,993
2022 43,726 7,320
2023 34,071 5,158
2024 26,524 3,049
2025 21,324 2,482
Thereafter 118,712 10,978
Totals $ 322,517 $ 36,980
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. 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 (e.g. property type, relationship or geography). At December 31, 2020, four Seniors Housing Operating, one Triple-net and ten Outpatient Medical properties with an aggregate net real estate balance of $216,613,000 were classified as held for sale for which we expect gross sales proceeds of approximately $276,363,000. In addition to the real property balances held for sale, net other assets and (liabilities) of $35,811,000 are included in the Consolidated Balance Sheets related to held for sale properties.
During the year ended December 31, 2020, we recorded impairment charges of $87,873,000 related to 15 Seniors Housing Operating and one Triple-net properties which were disposed of or classified as held for sale for which the carrying value exceeded the fair values, less estimated costs to sell. Additionally, during the year ended December 31, 2020, we recorded $47,735,000 of impairment charges related to six Seniors Housing Operating and four Triple-net properties that were held for use in which the carrying value exceed the fair value. The following is a summary of our real property disposition activity for the periods presented (in thousands):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Real estate dispositions:
Seniors Housing Operating $ 1,289,769 $ 1,232,816 $ 36,627
Triple-net 51,666 667,632 835,093
Outpatient Medical 1,755,864 482 253,397
Total dispositions 3,097,299 1,900,930 1,125,117
Gain (loss) on real estate dispositions, net 1,088,455 748,041 415,575
Net other assets (liabilities) disposed 114,274 1,679 1,178
Proceeds from real estate dispositions $ 4,300,028 $ 2,650,650 $ 1,541,870
Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations, are not reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands):
Year Ended December 31,
2020 2019 2018
Revenues:
Total revenues $ 257,089 $ 712,529 $ 916,896
Expenses:
Interest expense 6,665 18,506 18,801
Property operating expenses 134,119 375,327 495,770
Provision for depreciation 55,114 138,041 189,909
Total expenses 195,898 531,874 704,480
Income (loss) from real estate dispositions, net $ 61,191 $ 180,655 $ 212,416
6. 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. As most of our leases do not provide a rate implicit in the lease agreement, we use our incremental borrowing rate available at lease commencement to determine the present value of lease payments. The incremental borrowing rates were determined using our longer term borrowing rates (actual pricing through 30 years, as well as other longer-term market rates).
We sublease certain real estate to a third party. Our sublease portfolio consists of a finance lease for seven buildings which are subleased to Genesis Healthcare.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of lease expense were as follows for the periods presented (in thousands):
Year Ended
Classification December 31, 2020 December 31, 2019
Operating lease cost: (1)
Real estate lease expense Property operating expenses $ 23,472 $ 25,166
Non-real estate investment lease expense General and administrative expenses 4,745 1,654
Finance lease cost:
Amortization of leased assets Property operating expenses 8,203 7,795
Interest on lease liabilities Interest expense 6,411 4,748
Sublease income Rental income (4,173) (4,173)
Total $ 38,658 $ 35,190
(1) Includes short-term leases which are immaterial.
Maturities of lease liabilities as of December 31, 2020 are as follows (in thousands):
Operating Leases Finance Leases
2021 $ 20,316 $ 8,777
2022 19,051 8,587
2023 19,082 69,439
2024 18,380 1,491
2025 15,575 1,459
Thereafter 910,134 107,674
Total lease payments 1,002,538 197,427
Less: Imputed interest (691,374) (90,325)
Total present value of lease liabilities $ 311,164 $ 107,102
Supplemental balance sheet information related to leases was as follows for the periods presented (in thousands, except lease terms and discount rate):
Classification December 31, 2020 December 31, 2019
Right of use assets:
Operating leases - real estate Right of use assets, net $ 310,017 $ 374,217
Finance leases - real estate Right of use assets, net 155,849 162,216
Real estate right of use assets, net 465,866 536,433
Operating leases - non-real estate investments Receivables and other assets 9,624 12,474
Total right of use assets, net $ 475,490 $ 548,907
Lease liabilities:
Operating leases $ 311,164 $ 364,803
Financing leases 107,102 108,890
Total lease liabilities $ 418,266 $ 473,693
Weighted average remaining lease term (years):
Operating leases 46.9 46.0
Finance leases 17.7 15.9
Weighted average discount rate:
Operating leases 5.02 % 5.00 %
Finance leases 5.16 % 5.18 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental cash flow information related to leases was as follows for the periods indicated (in thousands):
Year Ended
Cash Paid for Amounts Included in the
Measurement of Lease Liabilities Classification December 31, 2020 December 31, 2019
Operating cash flows from operating leases Decrease (increase) in receivables and other assets $ 9,323 $ 6,397
Operating cash flows from operating leases Increase (decrease) in accrued expenses and other liabilities (3,918) (5,489)
Operating cash flows from finance leases Decrease (increase) in receivables and other assets 8,263 10,732
Financing cash flows from finance leases Other financing activities (3,568) (3,401)
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 year ended December 31, 2020, we wrote off straight-line recent receivable balances of $146,508,000 relating to leases for which collection of substantially all contractual lease payments was no longer deemed probable. Included in such amounts was $91,025,000 relating to Genesis Healthcare whom noted substantial doubt as to their ability to continue as a going concern in August.
Leases in our Triple-net and Outpatient Medical portfolios typically include some form of operating expense reimbursement by the tenant. For the year ended December 31, 2020, we recognized $1,443,360,000 of rental income related to operating leases, of which $203,348,000 was for variable lease payments, which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. For the year ended December 31, 2019, we recognized $1,588,400,000 of rental income related to operating leases, of which $200,564,000 was for variable lease payments.
The following table sets forth the future minimum lease payments receivable for leases in effect at December 31, 2020 (excluding properties in our Seniors Housing Operating portfolio and excluding any operating expense reimbursements) (in thousands):
2021 $ 1,405,428
2022 1,390,915
2023 1,332,520
2024 1,306,595
2025 1,236,338
Thereafter 7,957,714
Totals $ 14,629,510
7. Loans Receivable
Loans receivable are recorded on our Consolidated Balance Sheets in real estate loans receivable, net of allowance for credit losses, or for non-real estate loans receivable, in receivables and other assets, net of allowance for credit losses. Real estate loans receivable consists of mortgage loans and other real estate loans which are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, corporate guarantees and/or personal guarantees. Non-real estate loans are generally corporate loans with no real estate backing. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of the risk of credit loss. Accrued interest receivable was $15,615,000 and $6,897,000 as of December 31, 2020 and December 31, 2019, respectively, and is included in receivables and other assets on the Consolidated Balance Sheets. The following is a summary of our loans receivable (in thousands):
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31,
2020 2019
Mortgage loans $ 299,430 $ 188,062
Other real estate loans 152,739 124,696
Allowance for credit losses on real estate loans receivable (8,797) (42,376)
Real estate loans receivable, net of credit allowance 443,372 270,382
Non-real estate loans 455,508 362,850
Allowance for credit losses on non-real estate loans receivable (215,239) (25,996)
Non-real estate loans receivable, net of credit allowance(1)
240,269 336,854
Total loans receivable, net of credit allowance $ 683,641 $ 607,236
(1) Included in receivables and other assets on the Consolidated Balance Sheets.
During the year ended December 31, 2020, the real estate collateral associated with one loan was released, therefore, the principal balance of $86,411,000 and related allowance for credit losses of $42,376,000 was reclassified to non-real estate loans.
The following is a summary of our loan activity for the periods presented (in thousands):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Advances on loans receivable:
Investments in new loans $ 224,078 $ 46,824 $ 77,289
Draws on existing loans 23,465 72,875 34,759
Net cash advances on loans receivable 247,543 119,699 112,048
Receipts on loans receivable:
Loan payoffs 15,677 118,703 144,700
Principal payments on loans 15,871 9,003 59,235
Net cash receipts on loans receivable
31,548 127,706 203,935
Net cash advances (receipts) on loans receivable $ 215,995 $ (8,007) $ (91,887)
The following is a summary of our loans by credit loss category (in thousands):
December 31, 2020
Loan category Years of Origination Loan Carrying Value Allowance for Credit Loss Net Loan Balance No. of Loans
Deteriorated loans (1)
2007 - 2018 $ 242,319 $ (212,514) $ 29,805 6
Collective loan pool 2007 - 2015 130,436 (2,452) 127,984 14
Collective loan pool 2016 126,465 (2,381) 124,084 4
Collective loan pool 2017 126,792 (1,429) 125,363 7
Collective loan pool 2018 19,923 (374) 19,549 1
Collective loan pool 2019 48,819 (886) 47,933 7
Collective loan pool 2020 212,923 (4,000) 208,923 9
Total loans $ 907,677 $ (224,036) $ 683,641 48
In 2019, we recognized a provision for loan losses of $18,690,000 to fully reserve for and eventually wrote off certain Triple-net real estate loans receivable that were no longer deemed collectible. During the year ended December 31, 2020, we recognized additional provision for loan losses of $88,201,000 as a result of the current collateral estimates for loans with deteriorated credit, primarily relating to our outstanding Genesis Healthcare loans. As of December 31, 2020, the total allowance for credit losses balance of $224,036,000 is deemed to be 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):
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31,
2020 2019 2018
Balance at beginning of year $ 68,372 $ 68,372 $ 68,372
Adoption of ASU 2016-13 5,212 - -
Provision for loan losses 94,436 18,690 -
Loan write-offs (7,000) (18,690) -
Foreign currency translation 197 - -
Reclassification of deferred gain as credit loss(1)
62,819 - -
Balance at end of year $ 224,036 $ 68,372 $ 68,372
(1) During the year ended December 31, 2020, two loans receivable originated in 2016 to Genesis Healthcare with an aggregate carrying value of $62,753,000 were transferred to the deteriorated loan pool. In addition, deferred gains of $62,819,000 previously recorded in accrued expenses and other liabilities were reclassified to the allowance for credit losses.
The following is a summary of our deteriorated loans (in thousands):
Year Ended December 31,
2020 2019 2018
Balance of deteriorated loans at end of year(1)
$ 242,319 $ 188,018 $ 189,272
Allowance for credit losses (212,514) (68,372) (68,372)
Balance of deteriorated loans not reserved $ 29,805 $ 119,646 $ 120,900
Interest recognized on deteriorated loans(2)
18,937 16,235 17,241
(1) Balances include $3,623,000, $2,534,000 and 2567000 of loans on non-accrual as of December 31, 2020, 2019 and 2018, respectively.
(2) Represents cash interest recognized in the period.
8. Investments in Unconsolidated Entities
We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):
Percentage Ownership(1)
December 31, 2020 December 31, 2019
Seniors Housing Operating 10% to 65%
$ 653,057 $ 463,741
Triple-net 10% to 25%
5,629 7,740
Outpatient Medical 15% to 50%
287,548 111,942
Total $ 946,234 $ 583,423
(1) Includes ownership of investments classified as liabilities and excludes ownership of in-substance real estate.
We own 34% of Sunrise Senior Living Management, Inc. ("Sunrise"), who provides comprehensive property management and accounting services with respect to certain of our Seniors Housing Operating properties that Sunrise operates. We pay Sunrise annual management fees pursuant to long-term management agreements. Our management agreements have initial terms expiring through December 2035 plus, if applicable, optional renewal periods ranging from an additional 5 to 15 years depending on the property. The management fees payable to Sunrise under the management agreements include a fee based on a percentage of revenues generated by the applicable properties plus, if applicable, positive or negative adjustments based on specified performance targets. For the years ended December 31, 2020, 2019 and 2018, we recognized fees to Sunrise of $40,088,000, $41,200,000 and $36,378,000, respectively, which are reflected within property operating expenses in our Consolidated Statements of Comprehensive Income.
During the year ended December 31, 2019, we sold our interest in a Seniors Housing Operating joint venture and recognized a gain of $38,681,000 in income (loss) from unconsolidated entities in our Consolidated Statements of Comprehensive Income.
At December 31, 2020, the aggregate unamortized basis difference of our joint venture investments of $116,504,000 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 loans totaling $333,934,000 related to eight properties as of December 31, 2020 for the development and construction of certain properties which are classified as in substance real estate investments. We believe that such borrowers typically represent variable interest entities (“VIE” or VIE’s”) in accordance with ASC 810 Consolidation. VIE’s are required to be consolidated by their Primary Beneficiary (“PB”) which is the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We have concluded that we are not the PB of such
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
borrowers, therefore, the loan arrangements were assessed based on among other factors, the amount and timing of expected residual profits, the estimated fair value of the collateral and the significance of the borrower’s equity in the project. Based on these assessments the arrangements have been classified as in substance real estate investments. We expect to fund an additional $120,004,000 related to these investments.
9. 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 year ended December 31, 2020, excluding our share of NOI in unconsolidated entities (dollars in thousands):
Number of Total Percent of
Concentration by relationship:(1)
Properties NOI NOI(2)
Sunrise Senior Living(3)
165 $ 257,558 13%
ProMedica 215 212,593 11%
Revera(3)
94 100,344 5%
Avery Healthcare 60 75,863 4%
Sagora Senior Living 31 67,399 3%
Remaining portfolio 928 1,294,387 64%
Totals 1,493 $ 2,008,144 100%
(1) Sunrise Senior Living and Revera are in our Seniors Housing Operating segment. ProMedica is in our Triple-net segment. Avery Healthcare and Sagora Senior Living are in both the Triple-net and Seniors Housing Operating segments.
(2) NOI with our top five relationships comprised 37% of total NOI for the year ending December 31, 2019.
(3) Revera owns a controlling interest in Sunrise. For the year ended December 31, 2020, we recognized $1,147,146,000 of revenue from properties managed by Sunrise Senior Living.
10. Borrowings Under Credit Facilities and Commercial Paper Program
At December 31, 2020, we had a primary unsecured credit facility with a consortium of 31 banks that includes a $3,000,000,000 unsecured revolving credit facility ($0 outstanding at December 31, 2020), a $500,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $500,000,000 unsecured term credit facility by up to an additional $1,000,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to $1,000,000,000 in alternate currencies (none outstanding at December 31, 2020). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate. The applicable margin is based on our debt ratings and was 0.825% at December 31, 2020. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on our debt ratings and was 0.15% at December 31, 2020. The term credit facilities mature on July 19, 2023. The revolving credit facility is scheduled to mature on July 19, 2022 and can be extended for two successive terms of six months each at our option.
In January 2019, we established an unsecured commercial paper program. Under the terms of the program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $1,000,000,000 (none outstanding at December 31, 2020.
The following information relates to aggregate borrowings under the unsecured revolving credit facility and commercial paper program for the periods presented (dollars in thousands):
Year Ended December 31,
2020 2019 2018
Balance outstanding at year end $ - $ 1,588,600 $ 1,147,000
Maximum amount outstanding at any month end $ 2,100,000 $ 2,880,000 $ 2,148,000
Average amount outstanding (total of daily principal balances
divided by days in period) $ 497,014 $ 1,376,813 $ 950,581
Weighted-average interest rate (actual interest expense divided
by average borrowings outstanding) 2.09 % 2.84 % 3.07 %
11. Senior Unsecured Notes and Secured Debt
We may repurchase, redeem or refinance senior unsecured notes from time to time, taking advantage of favorable market conditions when available. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. The senior
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (ii) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. At December 31, 2020, the annual principal payments due on these debt obligations were as follows (in thousands):
Senior Unsecured Notes(1,2)
Secured Debt (1,3)
Totals
2021 $ - $ 451,038 $ 451,038
2022(4)
870,000 460,892 1,330,892
2023(5,6)
1,369,784 372,541 1,742,325
2024 1,350,000 183,345 1,533,345
2025 1,250,000 214,440 1,464,440
Thereafter(7,8,9)
6,669,749 695,817 7,365,566
Totals $ 11,509,533 $ 2,378,073 $ 13,887,606
(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheets.
(2) Annual interest rates range from 0.85% to 6.50%.
(3) Annual interest rates range from 0.09% to 12.00%. Carrying value of the properties securing the debt totaled $5,388,000,000 at December 31, 2020.
(4) Includes a $860,000,000 unsecured term credit facility. The loan matures on April 1, 2022 and bears interest at LIBOR plus 1.20% (1.35% at December 31, 2020).
(5) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $196,032,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2020). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% (1.37% at December 31, 2020).
(6) Includes a $500,000,000 unsecured term credit facility. The loan matures on July 19, 2023 and bears interest at LIBOR plus 0.9% (1.05% at December 31, 2020).
(7) Includes a $300,000,000 Canadian-denominated 2.95% senior unsecured notes due 2027 (approximately $235,239,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2020).
(8) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $751,410,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2020).
(9) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $683,100,000 based on the Pounds Sterling/U.S. Dollar exchange rate in effect on December 31, 2020).
The following is a summary of our senior unsecured note principal activity during the periods presented (dollars in thousands):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 10,427,562 4.03% $ 9,699,984 4.48% $ 8,417,447 4.31%
Debt issued 1,600,000 1.89% 3,987,790 3.34% 2,850,000 4.57%
Debt extinguished (566,248) 3.26% (3,335,290) 4.39% (1,450,000) 3.46%
Foreign currency 48,219 4.35% 75,078 4.22% (117,463) 4.16%
Ending balance $ 11,509,533 3.67% $ 10,427,562 4.03% $ 9,699,984 4.48%
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Weighted Avg. Weighted Avg. Weighted Avg.
Amount Interest Rate Amount Interest Rate Amount Interest Rate
Beginning balance $ 2,993,342 3.63% $ 2,485,711 3.90% $ 2,618,408 3.76%
Debt issued 62,055 2.55% 343,696 3.11% 45,447 3.40%
Debt assumed - -% 385,145 4.34% 292,887 4.64%
Debt extinguished (632,288) 2.21% (230,108) 4.35% (306,553) 5.36%
Principal payments (62,707) 3.63% (54,325) 3.75% (56,288) 3.91%
Foreign currency 17,671 2.93% 63,223 3.28% (108,190) 3.33%
Ending balance $ 2,378,073 3.27% $ 2,993,342 3.63% $ 2,485,711 3.90%
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 December 31, 2020, we were in compliance with all of the covenants under our debt agreements.
12. Derivative Instruments
We are exposed to, among other risks, the impact of changes in foreign currency exchange rates as a result of our non-U.S. investments and interest rate risk related to our capital structure. Our risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes foreign currency forward contracts, cross currency swap contracts, interest rate swaps, interest rate locks and debt issued in foreign currencies to offset a portion of these risks.
Foreign Currency Forward Contracts Designated as Cash Flow Hedges
For instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is deferred as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same period or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings.
Cash Flow Hedges of Interest Rate Risk
We enter into interest rate swaps in order to maintain a capital structure containing targeted amounts of fixed and floating-rate debt and manage interest rate risk. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our fixed-rate payments. These interest rate swap agreements are used to hedge the variable cash flows associated with variable-rate debt.
Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into income over the life of the related debt, except where a material amount is deemed to be ineffective, which would be immediately reclassified to the Consolidated Statements of Comprehensive Income. Approximately $2,686,000 of losses, which are included in OCI, are expected to be reclassified into earnings in the next 12 months.
Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges
We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI.
During the years ended December 31, 2020, 2019, and 2018 we settled certain net investment hedges necessitating cash payments of $1,988,000 and generating cash proceeds of $6,716,000, and $70,897,000, 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. In addition, we have several interest rate cap contracts related to variable rate secured debt agreements. Gains and losses resulting from the changes in fair values of these instruments are also recorded in interest expense.
The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020 December 31, 2019
Derivatives designated as net investment hedges:
Denominated in Canadian Dollars $ 625,000 $ 725,000
Denominated in Pound Sterling £ 1,340,708 £ 1,340,708
Financial instruments designated as net investment hedges:
Denominated in Canadian Dollars $ 250,000 $ 250,000
Denominated in Pound Sterling £ 1,050,000 £ 1,050,000
Interest rate swaps designated as cash flow hedges:
Denominated in U.S. Dollars(1)
$ 450,000 $ 1,188,250
Derivative instruments not designated:
Interest rate caps denominated in U.S. Dollars $ 26,137 $ 405,819
Forward sales contracts denominated in Canadian Dollars $ 80,000 $ -
Forward purchase contracts denominated in Pound Sterling £ - £ (125,000)
Forward sales contracts denominated in Pound Sterling £ - £ 125,000
(1) At December 31, 2020 the maximum maturity date was January 15, 2021.
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):
Year Ended
Description Location December 31, 2020 December 31, 2019 December 31, 2018
Gain (loss) on derivative instruments designated as hedges recognized in income
Interest expense $ 22,698 $ 26,419 $ 12,271
Gain (loss) on derivative instruments not designated as hedges recognized in income Interest expense $ (5,982) $ (2,310) $ 5,233
Gain (loss) on derivative and financial instruments designated as hedges recognized in OCI
OCI $ (134,369) $ (131,120) $ 211,390
13. Commitments and Contingencies
At December 31, 2020, we had 9 outstanding letter of credit obligations totaling $19,476,000 and expiring between 2021 and 2024. At December 31, 2020, we had outstanding construction in progress of $487,742,000 and were committed to providing additional funds of approximately $622,108,000 to complete construction. Additionally, at December 31, 2020, we had outstanding investments classified as in substance real estate of $333,934,000 and were committed to provide additional funds of $120,004,000 (see Note 8 for additional information). Purchase obligations include $42,685,000 of contingent obligations to fund capital improvements. Rents due from the operator are increased to reflect the additional investment in the property.
14. Stockholders’ Equity
The following is a summary of our stockholders’ equity capital accounts as of the dates indicated:
December 31, 2020 December 31, 2019
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 419,124,469 411,550,857
Outstanding shares 417,400,602 410,256,615
Preferred Stock
The following is a summary of our preferred stock activity during the periods presented:
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Weighted Avg. Weighted Avg. Weighted Avg.
Shares Dividend Rate Shares Dividend Rate Shares Dividend Rate
Beginning balance - -% 14,369,965 6.50% 14,370,060 6.50%
Shares converted - -% (14,369,965) 6.50% (95) 6.50%
Ending balance - -% - -% 14,369,965 6.50%
During the year ended December 31, 2019, we converted all of the outstanding Series I Preferred Stock. Each share was converted into 0.8857 shares of common stock.
Common Stock
In February 2019, we entered into an amended and restated equity distribution agreement whereby we can offer and sell up to $1,500,000,000 aggregate amount of our common stock ("Equity Shelf Program"). The Equity Shelf Program also allows us to enter into forward sale agreements. During the year ended December 31, 2020, we physically settled all of our outstanding forward sale agreements for cash proceeds of $576,196,000. As of December 31, 2020, we had $499,341,000 of remaining capacity under the Equity Shelf Program.
On May 1, 2020, our Board of Directors authorized a share repurchase program whereby we may repurchase up to $1 billion of common stock through December 31, 2021 (the "Repurchase Program"). Under this authorization, we are not required to purchase shares but may choose to do so in the open market or through private transactions at times and amounts based on our evaluation of market conditions and other factors. We expect to finance any share repurchases under the Repurchase Program using available cash and may use proceeds from borrowings or debt offerings. During the year ended December 31, 2020, we repurchased 201,947 shares at an average price of $37.89 per share.
The following is a summary of our common stock activity during the periods indicated (dollars in thousands, except average price amounts):
Shares Issued Average Price Gross Proceeds Net Proceeds
2018 Dividend reinvestment plan issuances 6,529,417 $ 65.55 $ 428,009 $ 423,075
2018 Option exercises 56,960 42.66 2,430 2,430
2018 Equity Shelf Program issuances 5,241,349 69.95 366,640 364,070
2018 Preferred stock conversions 83 - -
2018 Stock incentive plans, net of forfeitures 115,243 - -
2018 Totals 11,943,052 $ 797,079 $ 789,575
2019 Dividend reinvestment plan issuances 5,798,979 $ 77.18 $ 447,559 $ 443,929
2019 Option exercises 10,736 51.32 551 551
2019 Equity Shelf Program issuances 7,855,956 78.15 613,948 611,645
2019 Preferred stock conversions 12,712,452 - -
2019 Stock incentive plans, net of forfeitures 203,889 - -
2019 Totals 26,582,012 $ 1,062,058 $ 1,056,125
2020 Dividend reinvestment plan issuances 264,153 $ 72.33 $ 19,105 $ 19,105
2020 Option exercises 251 47.81 12 12
2020 Equity Shelf Program issuances 6,799,978 86.48 588,072 576,196
2020 Stock incentive plans, net of forfeitures 281,552 - -
2020 Totals 7,345,934 $ 607,189 $ 595,313
Dividends
During the year ended December 31, 2020, we declared a reduced cash dividend beginning with the quarter ended March 31, 2020. Please refer to Note 19 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per share amounts):
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Per Share Amount Per Share Amount Per Share Amount
Common Stock $ 2.7000 $ 1,120,187 $ 3.4800 $ 1,404,977 $ 3.4800 $ 1,300,141
Series I Preferred Stock - - - - 3.2500 46,704
Totals $ 1,120,187 $ 1,404,977 $ 1,346,845
Accumulated Other Comprehensive Income
The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (in thousands):
December 31, 2020 December 31, 2019
Foreign currency translation $ (621,792) $ (719,814)
Derivative and financial instruments designated as hedges 473,288 607,657
Total accumulated other comprehensive loss $ (148,504) $ (112,157)
15. Stock Incentive Plans
Our 2016 Long-Term Incentive Plan (“2016 Plan”) authorizes up to 10,000,000 shares of common stock to be issued at the discretion of the Compensation Committee of the Board of Directors. Our non-employee directors, officers and key employees are eligible to participate in the 2016 Plan. The 2016 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock, deferred stock units, performance units, and dividend equivalent rights. Vesting periods for options, deferred stock units and restricted shares generally range from three to four years. Options expire ten years from the date of grant.
Under our long-term incentive plan, certain restricted stock awards are market, performance and time-based. For market and performance based awards, we will grant a target number of restricted stock units, with the ultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement period of three years. These awards vest after the end of the performance periods. The expected term represents the period from the grant date to the end of the performance period. Compensation expense for these performance grants is measured based on the probability of achievement of certain performance goals and is recognized over the performance period. For the portion of the grant for which the award is determined by the operating performance metrics, the compensation cost is based on the grant date closing price and management’s estimate of corporate achievement of the financial metrics. If the estimated number of performance based restricted stock to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder return, management used a Monte Carlo model to assess the fair value and compensation cost. Forfeitures are accounted for as they occur.
For the years ended December 31, 2020, 2019 and 2018, we recognized stock compensation expense (a component of general and administrative expenses, property operating expenses, and other expenses) of $28,318,000, $25,047,000, and $27,646,000, respectively.
Restricted Stock
The fair value of the restricted stock is equal to the market price of the company’s common stock on the date of grant and is amortized over the vesting periods. As of December 31, 2020, there was $20,900,000 of total unrecognized compensation expense related to unvested restricted stock that is expected to be recognized over a weighted-average period of two years. The following table summarizes information about non-vested restricted stock incentive awards as of and for the year ended December 31, 2020:
Restricted Stock
Number of Shares (000's) Weighted-Average
Grant Date Fair Value
Non-vested at December 31, 2019
1,106 $ 70.26
Vested (580) 71.36
Granted 274 88.24
Forfeited or Expired (395) 83.01
Non-vested at December 31, 2020
405 $ 69.35
16. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31,
2020 2019 2018
Numerator for basic earnings per share - net income attributable
to common stockholders $ 978,844 $ 1,232,432 $ 758,250
Adjustment for net income (loss) attributable to OP units (6,146) 806 173
Numerator for diluted earnings per share $ 972,698 $ 1,233,238 $ 758,423
Denominator for basic earnings per share - weighted average shares 415,451 401,845 373,620
Effect of dilutive securities:
Employee stock options - - 9
Non-vested restricted shares 519 835 512
Redeemable OP units 1,396 1,112 1,096
Employee stock purchase program 21 16 13
Dilutive potential common shares 1,936 1,963 1,630
Denominator for diluted earnings per share - adjusted weighted average shares 417,387 403,808 375,250
Basic earnings per share $ 2.36 $ 3.07 $ 2.03
Diluted earnings per share $ 2.33 $ 3.05 $ 2.02
As of December 31, 2018, the Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the calculations as the effect of the conversions were anti-dilutive. As of December 31, 2019, forward sales agreements outstanding for the sale of 4,935,804 shares of common stock were not included in the computation of diluted earnings per share because such forward sales were anti-dilutive for the period.
17. 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. The three levels are defined below:
•Level 1 - Quoted prices in active markets for identical assets or liabilities.
•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Mortgage Loans, Other Real Estate Loans and Non-real Estate Loans Receivable - The fair value of mortgage loans, other real estate loans and non-real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Cash and Cash Equivalents and Restricted Cash - The carrying amount approximates fair value.
Equity Securities - Equity securities are recorded at their fair value based on Level 1 publicly available trading prices.
Borrowings Under Primary Unsecured Credit Facility and Commercial Paper Program - The carrying amount of the primary unsecured credit facility and commercial paper program approximates fair value because the borrowings are interest rate adjustable.
Senior Unsecured Notes - The fair value of the senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Secured Debt - The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable.
Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps - Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2).
Redeemable OP Unitholder Interests - Our redeemable OP unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs unless the fair value is below the initial amount in which case the redeemable OP unitholder interests are recorded at the initial amount adjusted for distributions to the unitholders and income or loss attributable to the unitholders. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances.
The carrying amounts and estimated fair values of our financial instruments are as follows as of the dates presented (in thousands):
December 31, 2020 December 31, 2019
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial assets:
Mortgage loans receivable $ 293,752 $ 297,207 $ 145,686 $ 150,217
Other real estate loans receivable 149,620 152,211 124,696 128,512
Equity securities 4,636 4,636 15,685 15,685
Cash and cash equivalents 1,545,046 1,545,046 284,917 284,917
Restricted cash 475,997 475,997 100,849 100,849
Non-real estate loans receivable 240,269 255,724 336,854 379,239
Foreign currency forward contracts, interest rate swaps and cross currency swaps 4,668 4,668 18,554 18,554
Financial liabilities:
Borrowings under unsecured credit facility and commercial paper program $ - $ - $ 1,587,597 $ 1,587,597
Senior unsecured notes 11,420,790 13,093,926 10,336,513 11,400,571
Secured debt 2,377,930 2,451,782 2,990,962 3,041,893
Foreign currency forward contracts, interest rate swaps and cross currency swaps 118,054 118,054 53,601 53,601
Redeemable OP unitholder interests $ 116,240 $ 115,346 $ 121,440 $ 121,440
Items Measured at Fair Value on a Recurring Basis
The market approach is utilized to measure fair value for our financial assets and liabilities reported at fair value on a recurring basis. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The following summarizes items measured at fair value on a recurring basis (in thousands):
Fair Value Measurements as of December 31, 2020
Total Level 1 Level 2 Level 3
Equity securities $ 4,636 $ 4,636 $ - $ -
Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability)(1)
(113,386) - (113,386) -
Totals $ (108,750) $ 4,636 $ (113,386) $ -
(1) Please see Note 12 for additional information.
Items Measured at Fair Value on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities on our balance sheet that are measured at fair value on a nonrecurring basis that are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired or assumed. Asset
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
18. 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 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). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. There are no intersegment sales or transfers.
Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands):
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2020: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 3,074,022 $ - $ - $ - $ 3,074,022
Rental income - 733,776 709,584 - 1,443,360
Interest income 618 62,625 5,913 - 69,156
Other income 7,223 4,903 4,522 2,781 19,429
Total revenues 3,081,863 801,304 720,019 2,781 4,605,967
Property operating expenses 2,326,311 53,183 214,948 3,381 2,597,823
Consolidated net operating income 755,552 748,121 505,071 (600) 2,008,144
Depreciation and amortization 544,462 232,604 261,371 - 1,038,437
Interest expense 54,901 9,477 17,579 432,431 514,388
General and administrative expenses - - - 128,394 128,394
Loss (gain) on derivatives and financial instruments, net - 11,049 - - 11,049
Loss (gain) on extinguishment of debt, net 12,659 - 1,046 33,344 47,049
Provision for loan losses 671 90,563 3,202 - 94,436
Impairment of assets 100,741 34,867 - - 135,608
Other expenses 14,265 22,923 8,218 24,929 70,335
Income (loss) from continuing operations before income taxes and other items 27,853 346,638 213,655 (619,698) (31,552)
Income tax (expense) benefit - - - (9,968) (9,968)
Income (loss) from unconsolidated entities (33,857) 18,462 7,312 - (8,083)
Gain (loss) on real estate dispositions, net 328,249 64,288 695,918 - 1,088,455
Income (loss) from continuing operations 322,245 429,388 916,885 (629,666) 1,038,852
Net income (loss) $ 322,245 $ 429,388 $ 916,885 $ (629,666) $ 1,038,852
Total assets $ 16,044,153 $ 8,547,482 $ 6,522,880 $ 1,369,127 $ 32,483,642
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2019: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 3,448,175 $ - $ - $ - $ 3,448,175
Rental income - 903,798 684,602 - 1,588,400
Interest income 36 62,599 1,195 - 63,830
Other income 8,658 6,246 2,031 3,966 20,901
Total revenues 3,456,869 972,643 687,828 3,966 5,121,306
Property operating expenses 2,417,349 53,900 218,793 - 2,690,042
Consolidated net operating income 1,039,520 918,743 469,035 3,966 2,431,264
Depreciation and amortization 553,189 232,626 241,258 - 1,027,073
Interest expense 67,983 12,892 13,411 461,273 555,559
General and administrative expenses - - - 126,549 126,549
Loss (gain) on derivatives and financial instruments, net - (4,399) - - (4,399)
Loss (gain) on extinguishment of debt, net 1,614 - - 82,541 84,155
Provision for loan losses - 18,690 - - 18,690
Impairment of assets 2,145 11,926 14,062 - 28,133
Other expenses 26,348 13,771 1,788 10,705 52,612
Income (loss) from continuing operations before income taxes and other items 388,241 633,237 198,516 (677,102) 542,892
Income tax (expense) benefit - - - (2,957) (2,957)
Income (loss) from unconsolidated entities 12,388 22,985 7,061 - 42,434
Gain (loss) on real estate dispositions, net 528,747 218,322 972 - 748,041
Income (loss) from continuing operations 929,376 874,544 206,549 (680,059) 1,330,410
Net income (loss) $ 929,376 $ 874,544 $ 206,549 $ (680,059) $ 1,330,410
Total assets $ 15,784,898 $ 9,434,817 $ 7,991,521 $ 169,515 $ 33,380,751
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2018: Seniors Housing Operating Triple-net Outpatient Medical Non-segment / Corporate Total
Resident fees and services $ 3,234,852 $ - $ - $ - $ 3,234,852
Rental income - 828,865 551,557 - 1,380,422
Interest income 578 54,926 310 - 55,814
Other income 5,024 17,173 4,939 2,275 29,411
Total revenues 3,240,454 900,964 556,806 2,275 4,700,499
Property operating expenses 2,255,432 915 176,670 - 2,433,017
Consolidated net operating income 985,022 900,049 380,136 2,275 2,267,482
Depreciation and amortization 529,449 235,480 185,530 - 950,459
Interest expense 69,060 14,225 7,051 436,256 526,592
General and administrative expenses - - - 126,383 126,383
Loss (gain) on derivatives and financial instruments, net - (4,016) - - (4,016)
Loss (gain) on extinguishment of debt, net 110 (32) 11,928 4,091 16,097
Impairment of assets 7,599 107,980 - - 115,579
Other expenses(1)
6,624 90,975 (1) 7,570 7,729 112,898
Income (loss) from continuing operations before income taxes and other items 372,180 455,437 168,057 (572,184) 423,490
Income tax (expense) benefit - - - (8,674) (8,674)
Income (loss) from unconsolidated entities (28,142) 21,938 5,563 - (641)
Gain (loss) on real estate dispositions, net (2,245) 196,589 221,231 - 415,575
Income (loss) from continuing operations 341,793 673,964 394,851 (580,858) 829,750
Net income (loss) $ 341,793 $ 673,964 $ 394,851 $ (580,858) $ 829,750
(1) Represents non-capitalizable transaction costs of $81,116,000 primarily related to a joint venture transaction with an existing seniors housing operator including the conversion of properties from Triple-net to Seniors Housing Operating and termination/restructuring of preexisting relationships.
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):
Year Ended
December 31, 2020 December 31, 2019 December 31, 2018
Revenues: Amount(1)
% Amount % Amount %
United States $ 3,720,155 80.8 % $ 4,205,492 82.1 % $ 3,777,960 80.4 %
United Kingdom 451,399 9.8 % 452,698 8.8 % 452,956 9.6 %
Canada 434,413 9.4 % 463,116 9.1 % 469,583 10.0 %
Total $ 4,605,967 100.0 % $ 5,121,306 100.0 % $ 4,700,499 100.0 %
As of
December 31, 2020 December 31, 2019
Assets: Amount % Amount %
United States $ 26,658,659 82.1 % $ 27,513,911 82.4 %
United Kingdom 3,352,549 10.3 % 3,405,388 10.2 %
Canada 2,472,434 7.6 % 2,461,452 7.4 %
Total $ 32,483,642 100.0 % $ 33,380,751 100.0 %
(1) The United States, United Kingdom and Canada represent 76%, 10% and 14%, respectively, of our resident fees and services revenue for the year ended December 31, 2020.
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. 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.
Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented:
Year Ended December 31,
2020 2019 2018
Per share:
Ordinary dividend(1)
$ 1.6389 $ 2.6937 $ 2.1988
Long-term capital gain/(loss)(2)
1.0611 0.7863 1.1153
Return of capital - - 0.1659
Totals $ 2.7000 $ 3.4800 $ 3.4800
(1) For the years ended December 31, 2020, 2019 and 2018, includes Section 199A dividends of $1.6389, $2.6937 and $2.1988 respectively.
(2) For the years ended December 31, 2020, 2019 and 2018, includes Unrecaptured SEC. 1250 Gains of $0.3458, $0.2835 and $0.3822, respectively.
Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):
Year Ended December 31,
2020 2019 2018
Current tax expense $ 11,358 $ 12,594 $ 15,850
Deferred tax benefit (1,390) (9,637) (7,176)
Income tax expense (benefit) $ 9,968 $ 2,957 $ 8,674
REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2020, as a result of ownership of investments in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions.
The provision for income taxes for the year ended December 31, 2020 primarily relates to state taxes, foreign taxes, and taxes based on income generated by entities that are structured as TRSs. For the tax years ended December 31, 2020, 2019 and 2018, the foreign tax provision/(benefit) amount included in the consolidated provision for income taxes was $5,777,000, ($3,892,000) and $9,804,000, respectively.
A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the years ended December 31, 2020, 2019 and 2018, to the income tax expense/(benefit) is as follows for the periods presented (in thousands):
Year Ended December 31,
2020 2019 2018
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes $ 220,252 $ 280,005 $ 176,069
Increase (decrease) in valuation allowance(1)
85,881 3,465 28,309
Tax at statutory rate on earnings not subject to federal income taxes (300,196) (311,224) (206,937)
Foreign permanent depreciation 1,504 9,260 8,110
Other differences 2,527 21,451 3,123
Totals $ 9,968 $ 2,957 $ 8,674
(1) Excluding purchase price accounting.
Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset/(liability) attributes, are summarized as follows for the periods presented (in thousands):
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31,
2020 2019 2018
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs $ (24,085) $ (13,064) $ (2,533)
Operating loss and interest deduction carryforwards 196,634 127,525 98,713
Expense accruals and other 72,459 43,056 48,804
Valuation allowances (244,938) (159,057) (155,592)
Net deferred tax assets (liabilities) $ 70 $ (1,540) $ (10,608)
On the basis of the evaluations performed as required by the codification, valuation allowances totaling $244,938,000 were recorded on U.S. taxable REIT subsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely than not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given to subjective evidence such as our projections for growth). The valuation allowance rollforward is summarized as follows for the periods presented (in thousands):
Year Ended December 31,
2020 2019 2018
Beginning balance $ 159,057 $ 155,592 $ 127,283
Expense (benefit) 85,881 3,465 28,309
Ending balance $ 244,938 $ 159,057 $ 155,592
As a result of certain acquisitions, we are subject to corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (i) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (ii) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards. During the year ended December 31, 2017, we acquired certain additional assets with built-in gains as of the date of acquisition that could be subject to the built-in gains tax if disposed of prior to the expiration of the applicable five-year period. We have not recorded a deferred tax liability as a result of the potential built-in gains tax based on our intentions with respect to such properties and available tax planning strategies.
Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2017 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2016. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2016 related to entities acquired or formed in connection with acquisitions, and by the U.K.’s HM Revenue & Customs for periods subsequent to August 2014 related to entities acquired or formed in connection with acquisitions.
At December 31, 2020, we had a net operating loss (“NOL”) carryforward related to the REIT of $351,254,000. Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards generated through December 31, 2018 will expire through 2038. Beginning with the tax years after December 31, 2017, the law eliminates the NOL carryback period for REITs, replaces the 20-year NOL carryforward period with an indefinite carryforward period and, with respect to tax years beginning after 2020, limits the use of NOLs to 80% of taxable income.
At December 31, 2020 and 2019, we had an NOL carryforward related to Canadian entities of $262,345,000 and $195,791,000 respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2020 and 2019, we had an NOL carryforward related to U.K. entities of $207,085,000 and $209,776,000 respectively. These U.K. losses do not have a finite carryforward period.
The CARES Act, among its economic stimulus provisions, includes a number of tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carrybacks, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Certain of these provisions may impact the provision for taxes in our consolidated financial statements, including in particular the provision allowing for the carryback of net operating losses which would be applicable to our TRSs. We have made a reasonable estimate of the tax impact to us of the CARES Act in our consolidated financial
WELLTOWER INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
statements, and while we do not believe that there will be further material impacts to the consolidated financial statements related to the CARES Act tax provisions, we will continue to evaluate the impact of the CARES Act and any guidance provided by the U.S. Treasury and the IRS on our consolidated financial statements. It is possible our estimates could differ materially from the actual tax impact to us of the CARES Act.
20. Quarterly Results of Operations (Unaudited)
The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2020 and 2019 (in thousands, except per share data). The sum of individual quarterly amounts may not agree to the annual amounts included in the Consolidated Statements of Comprehensive Income due to rounding.
Year Ended December 31, 2020
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Revenues $ 1,258,602 $ 1,188,475 $ 1,036,874 $ 1,122,016
Net income (loss) attributable to common stockholders $ 310,284 $ 179,246 $ 325,585 $ 163,729
Net income (loss) attributable to common stockholders per share:
Basic $ 0.76 $ 0.43 $ 0.78 $ 0.39
Diluted (1)
$ 0.75 $ 0.42 $ 0.77 $ 0.39
Year Ended December 31, 2019
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Revenues $ 1,272,245 $ 1,320,106 $ 1,266,133 $ 1,262,822
Net income (loss) attributable to common stockholders $ 280,470 $ 137,762 $ 589,876 $ 224,324
Net income (loss) attributable to common stockholders per share:
Basic $ 0.72 $ 0.34 $ 1.46 $ 0.55
Diluted (1)
$ 0.71 $ 0.34 $ 1.45 $ 0.55
(1) Includes adjustment to the numerator for income (loss) attributable to OP unitholders.
21. Variable Interest Entities
We have entered into joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be VIEs. We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the joint venture and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Except for capital contributions associated with the initial joint venture formations, the joint ventures have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):
December 31, 2020 December 31, 2019
Assets:
Net real estate investments $ 454,333 $ 960,093
Cash and cash equivalents 15,547 27,522
Receivables and other assets 11,171 14,586
Total assets(1)
$ 481,051 $ 1,002,201
Liabilities and equity:
Secured debt $ 165,671 $ 460,117
Lease liabilities 1,325 1,326
Accrued expenses and other liabilities 14,997 22,215
Total equity 299,058 518,543
Total liabilities and equity $ 481,051 $ 1,002,201
(1) Note that assets of the consolidated VIEs can only be used to settle obligations relating to such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control - Integrated Framework.
Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2020.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) occurred during the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Welltower Inc.
Opinion on Internal Control over Financial Reporting
We have audited Welltower Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Welltower Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Welltower Inc. and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules listed in the index at Item 15(a) and our report dated February 10, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Toledo, Ohio
February 10, 2021
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “Corporate Governance,” “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners - Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”) prior to April 30, 2021.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the company will be promptly disclosed on the Internet at www.welltower.com.
In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at www.welltower.com/investors/governance. Please refer to “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Summary - Corporate Governance” in the Annual Report on Form 10-K for further discussion of corporate governance.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information under the headings “Security Ownership of Directors and Management and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2021.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this Item is incorporated herein by reference to the information under the headings “Corporate Governance - Independence and Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners - Certain Relationships and Related Transactions” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2021.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the information under the heading “Ratification of the Appointment of the Independent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission prior to April 30, 2021.
PART IV
Item 15. Exhibits and Financial Statement Schedules
1. (i) Our Consolidated Financial Statements are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm 69
Consolidated Balance Sheets - December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income - Years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Equity - Years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows - Years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements 76
(ii) The following Financial Statement Schedules are included beginning on page 116
III - Real Estate and Accumulated Depreciation
IV - Mortgage Loans on Real Estate
The financial statement schedule required by Item15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K.
2. Exhibits:
The exhibits listed below are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.
2.1 Agreement and Plan of Merger, dated as of April 25, 2018, by and among the Company, Potomac Acquisition LLC, Quality Care Properties, Inc. and certain subsidiaries of Quality Care Properties, Inc. (filed with the Commission as Exhibit 2.1 to the Company’s Form 8-K filed April 26, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(a) Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(b) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(c) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed June 13, 2003 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(d) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.9 to the Company’s Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(e) Certificate of Change of Location of Registered Office and of Registered Agent of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-Q filed August 6, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(f) Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(g) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(h) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 6, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(i) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed September 30, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
3.2 Seventh Amended and Restated By-laws of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 6, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(b) Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(c) Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 18, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(d) Supplemental Indenture No. 2, dated as of April 7, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 7, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(e) Amendment No. 1 to Supplemental Indenture No. 2, dated as of June 8, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 8, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(f) Supplemental Indenture No. 3, dated as of September 10, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 13, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(g) Supplemental Indenture No. 4, dated as of November 16, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 16, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(h) Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(i) Supplemental Indenture No. 6, dated as of April 3, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 4, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(j) Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(k) Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(l) Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(m) Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(n) Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed May 27, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(o) Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed October 20, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(p) Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(q) Supplemental Indenture No. 13, dated as of April 10, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 10, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(r) Supplemental Indenture No. 14, dated as of August 16, 2018, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed August 16, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(s) Supplemental Indenture No. 15, dated as of February 15, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed February 15, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(t) Supplemental Indenture No. 16, dated as of August 19, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company's Form 8-K filed August 19, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(u) Supplemental Indenture No. 17, dated as of December 16, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed December 16, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(v) Supplemental Indenture No. 18, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company's Form 8-K filed June 30, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.2 Form of Indenture for Senior Subordinated Debt Securities (filed with the Commission as Exhibit 4.2 to the Company’s Form S-3 (File No. 333-2250004) filed May 17, 2018, and incorporated herein by reference thereto).
4.3 Form of Indenture for Junior Subordinated Debt Securities (filed with the Commission as Exhibit 4.3 to the Company’s Form S-3 (File No. 333-2250004) filed May 17, 2018, and incorporated herein by reference thereto).
4.4(a) Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(a) to the Company’s Form 10-K filed February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.4(b) First Supplemental Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(b) to the Company’s Form 10-K filed February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.4(c) Second Supplemental Indenture, dated as of December 20, 2019, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.4(c) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
4.5 Description of Securities of the Registrant (filed with the Commission as Exhibit 4.5 to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(a) Credit Agreement dated as of July 19, 2018 by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed July 24, 2018 (File No. 001-08923), and incorporated herein by reference thereto).
10.1(b) First Amendment, dated April 26, 2019, to the Credit Agreement, dated as of July 19, 2018, by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed April 30, 2019 (File No. 001-08923), and incorporated herein by reference thereto).
10.2(a) Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (filed with the Commission as Appendix A to the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders, filed March 25, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.2(b) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.9 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.2(c) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.2(d) Form of Restricted Stock Agreement for the Chief Executive Officer under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.2(e) Form of Restricted Stock Agreement for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.4 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(a) Amended and Restated Employment Agreement, dated January 3, 2017, between the Company and Thomas J. DeRosa (filed with the Commission as Exhibit 10.4(a) to the Company’s Form 10-K filed February 22, 2017 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(b) Performance-Based Restricted Stock Unit Grant Agreement, dated effective as of July 30, 2014, between the Company and Thomas J. DeRosa (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed November 4, 2014 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(c) Settlement Agreement by and between Thomas J. DeRosa and Welltower Inc. (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed October 29, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4 Settlement Agreement, dated September 4, 2019, by and between John A. Goodey and the Company (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed October 30, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10.5 Resignation Agreement, dated July 1, 2019, by and between Mercedes T. Kerr and the Company (filed with the Commission as Exhibit 10.1 to the Company's Form 10-Q filed August 1, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10.6 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*
10.7 Summary of Director Compensation (filed with the Commission as Exhibit 10.2 to the Company's Form 10-Q filed August 1, 2019 (File No. 001-08923), and incorporated by reference thereto).*
10.8(a) Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed May 10, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.8(b) Form of Restricted Stock Grant Notice for Executive Officers under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(b) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.8(c) Form of Restricted Stock Grant Notice for Senior Vice Presidents under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(c) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.8(d) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.14(d) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.9(a) Welltower Inc. 2016-2018 Long-Term Incentive Program (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed August 2, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.9(b) Form of Performance Restricted Stock Unit Award Agreement under the 2016-2018 Long-Term Incentive Program (filed with the Commission as Exhibit 10.15(b) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(a) Welltower Inc. 2017-2019 Long-Term Incentive Program (filed with the Commission as Exhibit 10.4 to the Company’s Form 10-Q filed May 5, 2017 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(b) Form of Award Notice under the 2017-2019 Long-Term Incentive Program (filed with the Commission as Exhibit 10.16(b) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(c) Welltower Inc. 2017-2019 Long-Term Incentive Program - Bridge 1 (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed November 7, 2017 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(d) Form of Award Notice under the 2017-2019 Long Term Incentive Program - Bridge 1 (filed with the Commission as Exhibit 10.16(d) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(e) Welltower Inc. 2017-2019 Long-Term Incentive Program - Bridge 2 (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed November 7, 2017 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10(f) Form of Award Notice under the 2017-2019 Long Term Incentive Program - Bridge 2 (filed with the Commission as Exhibit 10.16(f) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(a) Welltower Inc. 2018-2020 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(a) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.11(b) Form of Restricted Stock Unit Award Agreement under the 2018-2020 Long-Term Incentive Program (filed with the Commission as Exhibit 10.17(b) to the Company’s Form 10-K filed February 28, 2018 (File No. 001-08923), and incorporated herein by reference thereto).*
10.12(a) Welltower Inc. 2019-2021 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 25, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10.12(b) Form of Restricted Stock Unit Award Agreement under the 2019-2021 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's Form 10-K filed February 25, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10.13 2019 Non-Qualified Deferred Compensation Plan (filed with the Commission as Exhibit 10.2 to the Company's Form 10-Q filed October 30, 2019 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(a) Welltower Inc. 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(a) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14(b) Form of Restricted Stock Unit Award Agreement under the 2020-2022 Long-Term Incentive Program (filed with the Commission as Exhibit 10.14(b) to the Company's Form 10-K filed February 14, 2020 (File No. 001-08923), and incorporated herein by reference thereto).*
21 Subsidiaries of the Company.
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
24 Powers of Attorney.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
101.INS Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (included in Exhibit 101)
* Management Contract or Compensatory Plan or Arrangement.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 10, 2021
WELLTOWER INC.
By: /s/ Shankh Mitra
Shankh Mitra,
Chief Executive Officer, Chief Investment Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 10, 2021 by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Kenneth J. Bacon ** /s/ Johnese M. Spisso **
Kenneth J. Bacon, Chairman and Director Johnese M. Spisso, Director
/s/ Karen B. DeSalvo ** /s/ Kathryn M. Sullivan **
Karen B. DeSalvo, Director Kathryn M. Sullivan, Director
/s/ Jeffrey H. Donahue ** /s/ Shankh Mitra **
Jeffrey H. Donahue, Director Shankh Mitra, Chief Executive Officer, Chief Investment Officer and Director
(Principal Executive Officer)
/s/ Philip L. Hawkins ** /s/ Timothy G. McHugh **
Philip L. Hawkins, Director Timothy G. McHugh, Executive Vice President - Chief
Financial Officer (Principal Financial Officer)
/s/ Sharon M. Oster ** /s/ Joshua T. Fieweger**
Sharon M. Oster, Director Joshua T. Fieweger, Chief Accounting Officer
(Principal Accounting Officer)
/s/ Diana W. Reid **
Diana W. Reid, Director
/s/ Sergio D. Rivera ** **By: /s/ Shankh Mitra
Sergio D. Rivera, Director Shankh Mitra, Attorney-in-Fact
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2020
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Adderbury, UK $ - $ 2,144 $ 12,549 $ 1,178 $ 2,296 $ 13,575 $ 1,478 2015 2017 Banbury Road
Albertville, AL - 170 6,203 1,079 176 7,276 2,233 2010 1999 151 Woodham Dr.
Alexandria, VA - 8,280 50,914 411 8,280 51,325 3,881 2016 2018 5550 Cardinal Place
Altrincham, UK - 4,244 25,187 4,252 4,700 28,983 7,942 2012 2009 295 Hale Road
Amherst, NY - 1,136 10,522 806 1,136 11,328 1,371 2019 2013 1880 Sweet Home Road
Amherstview, ON - 473 4,446 804 527 5,196 1,213 2015 1974 4567 Bath Road
Anderson, SC - 710 6,290 1,159 710 7,449 4,147 2003 1986 311 Simpson Rd.
Ankeny, IA - 1,129 10,270 116 1,146 10,369 1,241 2016 2012 1275 SW State Street
Apple Valley, CA - 480 16,639 1,893 486 18,526 5,658 2010 1999 11825 Apple Valley Rd.
Arlington, TX - 1,660 37,395 3,860 1,660 41,255 12,160 2012 2000 1250 West Pioneer Parkway
Arlington, VA - 8,385 31,198 15,809 8,393 46,999 18,499 2017 1992 900 N Taylor Street
Arlington, VA - - 2,338 1,742 76 4,004 550 2018 1992 900 N Taylor Street
Arnprior, ON - 788 6,283 1,098 863 7,306 2,015 2013 1991 15 Arthur Street
Atlanta, GA - 2,058 14,914 3,825 2,080 18,717 12,682 1997 1999 1460 S Johnson Ferry Rd.
Atlanta, GA - 2,100 20,603 1,872 2,206 22,369 5,546 2014 2000 1000 Lenox Park Blvd NE
Austin, TX - 880 9,520 2,717 885 12,232 6,580 1999 1998 12429 Scofield Farms Dr.
Austin, TX - 1,560 21,413 853 1,574 22,252 4,204 2014 2013 11330 Farrah Lane
Austin, TX - 4,200 74,850 1,744 4,200 76,594 12,324 2015 2014 4310 Bee Caves Road
Bagshot, UK - 4,960 29,881 8,525 5,499 37,867 10,118 2012 2009 14 - 16 London Road
Ballston Spa, NY - 5,532 17,823 173 5,532 17,996 62 2020 2019 2000 Carlton Hollow Way
Banstead, UK - 6,695 55,113 13,868 7,468 68,208 17,976 2012 2005 Croydon Lane
Basingstoke, UK - 3,420 18,853 2,820 3,787 21,306 3,945 2014 2012 Grove Road
Basking Ridge, NJ - 2,356 37,710 1,776 2,395 39,447 10,183 2013 2002 404 King George Road
Bassett, UK - 4,874 32,304 10,899 5,411 42,666 12,448 2013 2006 111 Burgess Road
Bath, UK - 2,696 11,876 1,321 2,888 13,005 1,413 2015 2017 Clarks Way, Rush Hill
Baton Rouge, LA 12,930 790 29,436 1,366 886 30,706 7,788 2013 2009 9351 Siegen Lane
Beaconsfield, UK - 5,566 50,952 6,670 6,175 57,013 14,248 2013 2009 30-34 Station Road
Beaconsfield, QC - 1,149 17,484 2,113 1,310 19,436 6,210 2013 2008 505 Elm Avenue
Beavercreek, OH - 981 11,187 - 981 11,187 345 2019 2020 2475 Lillian Lane
Bee Cave, TX - 1,820 21,084 727 1,832 21,799 3,286 2016 2014 14058 A Bee Cave Parkway
Bellevue, WA - 2,800 19,004 2,734 2,816 21,722 6,821 2013 1998 15928 NE 8th Street
Bellingham, WA - 1,500 19,861 1,920 1,507 21,774 6,629 2010 1996 4415 Columbine Dr.
Bellingham, WA - - - 18,529 1,290 17,239 6 2020 1999 848 W Orchard Dr
Belmont, CA - - 35,300 2,576 178 37,698 10,196 2013 2002 1010 Alameda de Las Pulgas
Bethel Park, PA - 1,626 12,947 - 1,626 12,947 775 2019 2019 631 McMurray Road
Bethesda, MD - - 45,309 1,395 3 46,701 11,970 2013 2009 8300 Burdett Road
Bethesda, MD - - - 69,551 3,513 66,038 3,225 2016 2018 4925 Battery Lane
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Bethesda, MD - - 45 893 - 938 351 2013 2009 8300 Burdett Road
Bethesda, MD - - 212 926 - 1,138 642 2013 2009 8300 Burdett Road
Birmingham, UK - 4 19,646 148 152 19,646 5,292 2013 2006 5 Church Road, Edgbaston
Birmingham, UK - 1,480 13,014 1,799 1,639 14,654 1,668 2015 2016 47 Bristol Road South
Birmingham, UK - 2,807 11,313 2,156 3,108 13,168 1,466 2015 2016 134 Jockey Road
Blainville, QC - 2,077 8,902 1,648 2,340 10,287 3,589 2013 2008 50 des Chateaux Boulevard
Bloomfield Hills, MI - 2,000 35,662 1,437 2,133 36,966 9,457 2013 2009 6790 Telegraph Road
Boca Raton, FL 32,270 6,565 111,247 26,328 6,991 137,149 28,424 2018 1994 6343 Via De Sonrise Del Sur
Boise, ID - 2,220 18,881 1,830 2,220 20,711 2,419 2019 1999 10250 W Smoke Ranch Drive
Borehamwood, UK - 5,367 41,937 6,100 5,983 47,421 12,648 2012 2003 Edgwarebury Lane
Bothell, WA - 1,350 13,439 6,986 1,827 19,948 4,434 2015 1988 10605 NE 185th Street
Boulder, CO - 2,994 27,458 2,490 3,064 29,878 9,331 2013 2003 3955 28th Street
Bournemouth, UK - 5,527 42,547 6,334 6,143 48,265 12,456 2013 2008 42 Belle Vue Road
Braintree, MA - - 41,290 1,282 100 42,472 11,224 2013 2007 618 Granite Street
Brampton, ON 40,728 10,196 59,989 5,359 10,906 64,638 14,535 2015 2009 100 Ken Whillans Drive
Brandon, MS - 1,220 10,241 867 1,220 11,108 2,945 2010 1999 140 Castlewoods Blvd
Bremerton, WA - - - 26,732 2,417 24,315 7 2020 1999 966 Oyster Bay Ct
Brentwood, UK - 8,537 45,869 6,786 9,454 51,738 5,881 2016 2013 London Road
Brick, NJ - 1,170 17,372 1,797 1,213 19,126 5,383 2010 1998 515 Jack Martin Blvd
Brick, NJ - 690 17,125 5,933 695 23,053 5,412 2010 1999 1594 Route 88
Bridgewater, NJ - 1,730 48,201 2,992 1,774 51,149 13,166 2010 1999 2005 Route 22 West
Brockport, NY - 1,500 23,355 142 1,642 23,355 4,552 2015 1999 90 West Avenue
Brockville, ON 4,301 484 7,445 1,110 533 8,506 1,754 2015 1996 1026 Bridlewood Drive
Brookfield, WI - 1,300 12,830 227 1,300 13,057 2,511 2012 2013 1105 Davidson Road
Broomfield, CO - 4,140 44,547 14,643 10,140 53,190 20,993 2013 2009 400 Summit Blvd
Brossard, QC 10,233 5,499 31,854 3,463 5,813 35,003 8,694 2015 1989 2455 Boulevard Rome
Buckingham, UK - 2,979 13,880 2,521 3,327 16,053 3,035 2014 1883 Church Street
Buffalo Grove, IL - 2,850 49,129 4,325 2,850 53,454 13,701 2012 2003 500 McHenry Road
Burbank, CA - 4,940 43,466 4,846 4,940 48,312 13,352 2012 2002 455 E. Angeleno Avenue
Burbank, CA 18,476 3,610 50,817 4,315 3,610 55,132 8,536 2016 1985 2721 Willow Street
Burke, VA - - - 52,550 2,575 49,975 2,496 2016 2018 9617 Burke Lake Road
Burleson, TX - 3,150 10,437 702 3,150 11,139 1,986 2012 2014 621 Old Highway 1187
Burlingame, CA - - 62,786 141 - 62,927 8,886 2016 2015 1818 Trousdale Avenue
Burlington, ON 17,594 1,309 19,311 2,676 1,433 21,863 5,769 2013 1990 500 Appleby Line
Burlington, MA - 2,443 34,354 1,671 2,578 35,890 9,969 2013 2005 24 Mall Road
Burlington, WA - 877 15,030 915 877 15,945 1,833 2019 1999 410 S Norris St
Burlington, WA - 768 7,622 568 768 8,190 1,090 2019 1996 112 / 210 North Skagit Street
Bushey, UK - 12,690 36,482 3,763 13,594 39,341 2,890 2015 2018 Elton House, Elton Way
Calgary, AB 10,958 2,252 37,415 4,441 2,481 41,627 11,250 2013 2003 20 Promenade Way SE
Calgary, AB 12,398 2,793 41,179 4,674 3,049 45,597 12,073 2013 1998 80 Edenwold Drive NW
Calgary, AB 9,876 3,122 38,971 4,837 3,452 43,478 11,351 2013 1998 150 Scotia Landing NW
Calgary, AB 21,132 3,431 28,983 4,317 3,718 33,013 7,963 2013 1989 9229 16th Street SW
Calgary, AB 24,841 2,385 36,776 5,754 2,595 42,320 8,175 2015 2006 2220-162nd Avenue SW
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Camberley, UK - 2,654 5,736 20,037 5,947 22,480 2,847 2014 2016 Fernhill Road
Camberley, UK - 9,974 39,168 3,791 10,684 42,249 4,098 2016 2017 Pembroke Broadway
Camillus, NY - 2,071 11,149 766 2,071 11,915 1,442 2019 2016 3877 Milton Avenue
Cardiff, UK - 3,191 12,566 3,576 3,559 15,774 4,779 2013 2007 127 Cyncoed Road
Cardiff by the Sea, CA 35,133 5,880 64,711 5,313 5,880 70,024 20,409 2011 2009 3535 Manchester Avenue
Carmichael, CA 24,155 2,440 41,959 1,935 2,440 43,894 2,893 2019 2014 4717 Engle Road
Carol Stream, IL - 1,730 55,048 4,076 1,730 59,124 16,036 2012 2001 545 Belmont Lane
Carrollton, TX - 4,280 31,444 1,513 4,280 32,957 6,058 2013 2010 2105 North Josey Lane
Cary, NC - 740 45,240 986 742 46,224 10,734 2013 2009 1206 West Chatham Street
Cary, NC - 6,112 70,008 10,053 6,155 80,018 13,977 2018 1999 300 Kildaire Woods Drive
Cedar Hill, TX - - - 26,503 1,958 24,545 127 2020 2020 1240 East Pleasant Run
Cedar Park, TX - 1,750 15,664 775 1,750 16,439 1,929 2016 2015 800 C-Bar Ranch Trail
Cerritos, CA - - 27,494 7,051 - 34,545 8,444 2016 2002 11000 New Falcon Way
Charlottesville, VA - 4,651 91,468 17,155 4,651 108,623 18,492 2018 1991 2610 Barracks Road
Chatham, ON 382 1,098 12,462 4,231 1,272 16,519 4,229 2015 1965 25 Keil Drive North
Chelmsford, MA - 1,040 10,951 4,744 1,123 15,612 5,392 2003 1997 4 Technology Dr.
Chertsey, UK - 9,566 25,886 3,241 10,247 28,446 2,645 2015 2018 Bittams Lane
Chesterfield, MO - 1,857 48,366 1,684 1,917 49,990 12,277 2013 2001 1880 Clarkson Road
Chesterton, IN - 2,980 37,496 1,246 2,980 38,742 216 2020 2019 700 Dickinson Rd
Chorleywood, UK - 5,636 43,191 8,343 6,268 50,902 14,586 2013 2007 High View, Rickmansworth Road
Chula Vista, CA - 2,072 22,163 1,506 2,186 23,555 6,264 2013 2003 3302 Bonita Road
Church Crookham, UK - 2,591 14,215 2,512 2,890 16,428 3,855 2014 2014 2 Bourley Road
Cincinnati, OH - 1,750 11,287 79 1,750 11,366 723 2019 2019 732 Clough Pike Road
Citrus Heights, CA - 2,300 31,876 2,353 2,300 34,229 10,753 2010 1997 7418 Stock Ranch Rd.
Claremont, CA - 2,430 9,928 2,019 2,515 11,862 3,635 2013 2001 2053 North Towne Avenue
Clay, NY - 1,316 10,734 734 1,316 11,468 1,357 2019 2014 8547 Morgan Road
Cleburne, TX - 520 5,369 7 520 5,376 1,960 2006 2007 402 S Colonial Drive
Cohasset, MA - 2,485 26,147 2,174 2,500 28,306 7,753 2013 1998 125 King Street (Rt 3A)
Colleyville, TX - 1,050 17,082 53 1,050 17,135 1,848 2016 2013 8100 Precinct Line Road
Colorado Springs, CO - 800 14,756 2,060 1,034 16,582 4,791 2013 2001 2105 University Park Boulevard
Colts Neck, NJ - 780 14,733 3,216 1,269 17,460 4,808 2010 2002 3 Meridian Circle
Columbus, IN - 610 3,190 - 610 3,190 940 2010 1998 2564 Foxpointe Dr.
Conroe, TX - 980 7,771 27 980 7,798 2,423 2009 2010 903 Longmire Road
Coos Bay, OR - - - 9,416 864 8,552 5 2020 1996 192 Norman Ave.
Coos Bay, OR - - - 12,151 1,792 10,359 6 2020 2006 1855 Ocean Blvd SE
Coquitlam, BC 8,721 3,047 24,567 3,352 3,344 27,622 8,403 2013 1990 1142 Dufferin Street
Crystal Lake, IL - 875 12,461 1,678 971 14,043 4,359 2013 2001 751 E Terra Cotta Avenue
Dallas, TX - 6,330 114,794 2,606 6,330 117,400 20,125 2015 2013 3535 N Hall Street
Decatur, GA - - - 31,336 1,946 29,390 8,285 2013 1998 920 Clairemont Avenue
Denver, CO - 1,450 19,389 4,606 1,450 23,995 5,701 2012 1997 4901 South Monaco Street
Denver, CO - 2,910 35,838 6,259 2,910 42,097 11,184 2012 2007 8101 E Mississippi Avenue
Denver, CO - 5,402 105,307 8,008 5,402 113,315 10,003 2019 2014 1500 Little Raven St
Denver, CO - - - 24,301 1,989 22,312 153 2020 2017 2979 Uinta Street
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Dix Hills, NY - 3,808 39,014 2,279 3,959 41,142 10,964 2013 2003 337 Deer Park Road
Dollard-Des-Ormeaux, QC - 1,957 14,431 1,878 2,185 16,081 5,908 2013 2008 4377 St. Jean Blvd
Dresher, PA 8,380 1,900 10,664 1,361 1,914 12,011 4,397 2013 2006 1650 Susquehanna Road
Dublin, OH - 1,169 25,345 157 1,169 25,502 3,903 2016 2015 4175 Stoneridge Lane
East Amherst, NY - 1,626 10,765 863 1,626 11,628 1,501 2019 2015 8040 Roll Road
East Meadow, NY - 69 45,991 2,003 127 47,936 12,498 2013 2002 1555 Glen Curtiss Boulevard
East Setauket, NY - 4,920 37,354 2,102 4,986 39,390 10,360 2013 2002 1 Sunrise Drive
Eastbourne, UK - 4,145 33,744 4,798 4,604 38,083 10,244 2013 2008 6 Upper Kings Drive
Edgbaston, UK - 2,720 13,969 2,142 3,012 15,819 1,792 2014 2015 Speedwell Road
Edgewater, NJ - 4,561 25,047 1,896 4,564 26,940 7,439 2013 2000 351 River Road
Edison, NJ - 1,892 32,314 3,634 1,943 35,897 11,562 2013 1996 1801 Oak Tree Road
Edmonds, WA - 1,650 24,449 9,428 1,765 33,762 5,802 2015 1976 21500 72nd Avenue West
Edmonds, WA - - - 30,883 2,891 27,992 6 2020 2000 180 2nd Ave S
Edmonton, AB 7,871 1,589 29,819 4,079 1,782 33,705 9,321 2013 1999 103 Rabbit Hill Court NW
Edmonton, AB 10,332 2,063 37,293 4,931 2,257 42,030 13,320 2013 1968 10015 103rd Avenue NW
El Dorado Hills, CA - 5,190 52,112 156 5,190 52,268 1,762 2017 2019 2020 Town Center West Way
Encino, CA - 5,040 46,255 5,986 5,040 52,241 13,879 2012 2003 15451 Ventura Boulevard
Englishtown, NJ - 690 12,520 2,335 860 14,685 4,353 2010 1997 49 Lasatta Ave
Epsom, UK - 20,159 34,803 6,798 22,324 39,436 4,528 2016 2014 450-458 Reigate Road
Erie, PA - 1,455 8,324 792 1,455 9,116 1,292 2019 2013 4400 East Lake Road
Esher, UK - 5,783 48,361 10,235 6,427 57,952 14,454 2013 2006 42 Copsem Lane
Everett, WA - - - 9,923 638 9,285 4 2020 1998 524 75th St SE
Fairfield, NJ - 3,120 43,868 2,447 3,255 46,180 12,090 2013 1998 47 Greenbrook Road
Fairfield, CA - 1,460 14,040 5,375 1,460 19,415 7,797 2002 1998 3350 Cherry Hills St.
Fairfield, OH - 1,416 12,627 294 1,416 12,921 991 2019 2018 520 Patterson Boulevard
Fareham, UK - 3,408 17,970 2,900 3,800 20,478 4,373 2014 2012 Redlands Lane
Florence, AL - 353 13,049 1,243 385 14,260 4,370 2010 1999 3275 County Road 47
Flossmoor, IL - 1,292 9,496 2,112 1,339 11,561 3,959 2013 2000 19715 Governors Highway
Folsom, CA - 1,490 32,754 101 1,490 32,855 6,212 2015 2014 1574 Creekside Drive
Fort Wayne, IN - - - 46,548 3,637 42,911 183 2020 2018 3715 Union Chapel Rd
Fort Worth, TX - 7,131 52,680 2,365 7,131 55,045 5,260 2019 2017 3401 Amador Drive
Fort Worth, TX - - - 21,446 2,538 18,908 529 2020 2020 3401 Amador Drive
Fort Worth, TX - 2,080 27,888 5,314 2,080 33,202 9,741 2012 2001 2151 Green Oaks Road
Fort Worth, TX - 1,740 19,799 766 1,740 20,565 3,011 2016 2014 7001 Bryant Irvin Road
Fremont, CA - 3,400 25,300 6,190 3,456 31,434 11,995 2005 1987 2860 Country Dr.
Fresno, CA 23,376 2,459 33,023 1,755 2,459 34,778 2,543 2019 2014 5605 North Gates Avenue
Frome, UK - 2,720 14,813 2,569 3,012 17,090 3,321 2014 2012 Welshmill Lane
Fullerton, CA - 1,964 19,989 1,277 1,998 21,232 5,885 2013 2008 2226 North Euclid Street
Gahanna, OH - 772 11,214 1,920 787 13,119 3,672 2013 1998 775 East Johnstown Road
Gardnerville, NV - 1,143 10,831 2,203 1,164 13,013 9,346 1998 1999 1565-A Virginia Ranch Rd.
Gig Harbor, WA - 1,560 15,947 2,347 1,583 18,271 5,298 2010 1994 3213 45th St. Court NW
Gilbert, AZ 14,200 2,160 28,246 2,255 2,206 30,455 10,058 2013 2008 580 S. Gilbert Road
Glen Cove, NY - 4,594 35,236 2,432 4,643 37,619 11,444 2013 1998 39 Forest Avenue
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Glenview, IL - 2,090 69,288 4,924 2,090 74,212 20,009 2012 2001 2200 Golf Road
Golden Valley, MN 3,600 1,520 33,513 1,609 1,634 35,008 8,973 2013 2005 4950 Olson Memorial Highway
Granbury, TX - 2,040 30,670 746 2,040 31,416 8,060 2011 2009 100 Watermark Boulevard
Grimsby, ON - 636 5,617 947 694 6,506 1,441 2015 1991 84 Main Street East
Grosse Pointe Woods, MI - 950 13,662 913 950 14,575 3,693 2013 2006 1850 Vernier Road
Grosse Pointe Woods, MI - 1,430 31,777 1,284 1,435 33,056 8,353 2013 2005 21260 Mack Avenue
Grove City, OH 36,420 3,575 85,764 966 3,498 86,807 6,373 2018 2017 3717 Orders Road
Guildford, UK - 5,361 56,494 7,236 5,940 63,151 15,926 2013 2006 Astolat Way, Peasmarsh
Gurnee, IL - 890 27,931 2,610 935 30,496 7,606 2013 2002 500 North Hunt Club Road
Haddonfield, NJ - 520 16,363 641 527 16,997 2,848 2011 2015 132 Warwick Road
Hamburg, NY - 967 10,014 821 967 10,835 1,368 2019 2009 4600 Southwestern Blvd
Hamilton, OH - 1,163 11,968 - 1,163 11,968 957 2019 2019 1740 Eden Park Drive
Hampshire, UK - 4,172 26,035 3,658 4,632 29,233 7,764 2013 2006 22-26 Church Road
Happy Valley, OR - 721 9,920 446 721 10,366 1,051 2019 1998 8915 S.E. Monterey
Haverford, PA - 1,880 33,993 2,745 1,904 36,714 9,369 2010 2000 731 Old Buck Lane
Henderson, NV - 1,190 11,600 1,144 1,253 12,681 4,488 2013 2008 1555 West Horizon Ridge Parkway
High Wycombe, UK - 3,567 13,422 1,771 3,821 14,939 1,582 2015 2017 The Row Lane End
Highland Park, IL - 2,820 15,832 890 2,820 16,722 3,511 2011 2012 1651 Richfield Avenue
Highland Park, IL - 2,250 25,313 1,626 2,271 26,918 7,965 2013 2005 1601 Green Bay Road
Hindhead, UK - 17,852 48,645 8,307 19,769 55,035 6,302 2016 2012 Portsmouth Road
Hingham, MA - 1,440 32,292 408 1,444 32,696 6,220 2015 2012 1 Sgt. William B Terry Drive
Holbrook, NY - 3,957 35,337 2,406 4,219 37,481 9,723 2013 2001 320 Patchogue Holbrook Road
Horley, UK - 2,332 12,144 2,413 2,591 14,298 3,379 2014 2014 Court Lodge Road
Houston, TX - 3,830 55,674 8,871 3,830 64,545 18,811 2012 1998 2929 West Holcombe Boulevard
Houston, TX - 1,040 31,965 6,602 1,040 38,567 9,597 2012 1999 505 Bering Drive
Houston, TX - 1,750 15,603 1,672 1,750 17,275 2,155 2016 2014 10120 Louetta Road
Houston, TX - 960 15,420 - 960 15,420 8,350 2011 1995 10225 Cypresswood Dr
Howell, NJ 7,666 1,066 21,577 1,481 1,154 22,970 6,161 2010 2007 100 Meridian Place
Huntington Beach, CA - 3,808 31,172 2,780 3,931 33,829 10,425 2013 2004 7401 Yorktown Avenue
Independence, MO - 1,550 14,441 - 1,550 14,441 1,026 2019 2019 19301 East Eastland Ctr Ct
Jacksonville, FL - 6,550 29,454 - 6,550 29,454 1,395 2019 2019 10520 Validus Drive
Johns Creek, GA - 1,580 23,285 1,332 1,588 24,609 6,496 2013 2009 11405 Medlock Bridge Road
Johnson City, NY - 1,407 11,862 876 1,407 12,738 1,556 2019 2013 1035 Anna Maria Drive
Kanata, ON - 1,689 28,670 2,552 1,778 31,133 8,426 2012 2005 70 Stonehaven Drive
Kelowna, BC 4,965 2,688 13,647 2,552 2,935 15,952 4,895 2013 1999 863 Leon Avenue
Kennebunk, ME - 2,700 30,204 5,668 3,304 35,268 14,599 2013 2006 One Huntington Common Drive
Kenner, LA - 1,100 10,036 3,132 1,100 13,168 10,562 1998 2000 1600 Joe Yenni Blvd
Kennett Square, PA - 1,050 22,946 918 1,104 23,810 6,138 2010 2008 301 Victoria Gardens Dr.
Kingston, ON 12,018 1,030 11,416 1,968 1,165 13,249 2,524 2015 1983 181 Ontario Street
Kingston upon Thames, UK - 33,063 46,696 9,565 36,610 52,714 5,883 2016 2014 Coombe Lane West
Kingwood, TX - 480 9,777 999 480 10,776 3,084 2011 1999 22955 Eastex Freeway
Kingwood, TX - 1,683 24,207 2,495 1,683 26,702 4,596 2017 2012 24025 Kingwood Place
Kirkland, WA - 1,880 4,315 2,248 1,880 6,563 2,334 2003 1996 6505 Lakeview Dr.
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Kitchener, ON 1,281 708 2,744 285 695 3,042 992 2013 1979 164 - 168 Ferfus Avenue
Kitchener, ON 3,253 1,093 4,454 1,248 1,186 5,609 2,804 2013 1964 290 Queen Street South
Kitchener, ON 12,138 1,341 13,939 5,013 1,498 18,795 4,293 2016 2003 1250 Weber Street E
Klamath Falls, OR - - - 12,961 1,335 11,626 9 2020 2000 615 Washburn Way
La Palma, CA - 2,950 16,591 1,312 2,996 17,857 4,940 2013 2003 5321 La Palma Avenue
Lackawanna, NY - 1,015 5,280 478 1,015 5,758 826 2019 2002 133 Orchard Place
Lafayette Hill, PA - 1,750 11,848 2,427 1,867 14,158 5,021 2013 1998 429 Ridge Pike
Laguna Hills, CA - 12,820 75,926 19,497 12,820 95,423 21,737 2016 1988 24903 Moulton Parkway
Laguna Woods, CA - 11,280 76,485 13,280 11,280 89,765 18,637 2016 1987 24441 Calle Sonora
Laguna Woods, CA - 9,150 57,842 12,329 9,150 70,171 14,664 2016 1986 24962 Calle Aragon
Lake Havasu City, AZ - - - 2,126 364 1,762 3 2020 2009 320 Lake Havasu Ave. N,
Lake Zurich, IL - 1,470 9,830 2,867 1,470 12,697 4,766 2011 2007 550 America Court
Lancaster, CA - 700 15,295 2,173 712 17,456 5,756 2010 1999 43051 15th St. West
Lancaster, NY - 1,262 11,154 976 1,262 12,130 1,611 2019 2011 18 Pavement Road
Las Vegas, NV - - - 46,049 5,144 40,905 2,514 2020 1999 1600 S Valley View Road
Las Vegas, NV - - - 15,509 1,263 14,246 806 2020 2001 3300 Winterhaven Street
Las Vegas, NV - - - 25,440 2,201 23,239 1,352 2020 1997 3210 S Sandhill Road
Laval, QC 21,939 2,105 32,161 6,328 2,250 38,344 5,879 2018 2005 269, boulevard Ste. Rose
Laval, QC 4,167 2,383 5,968 1,760 2,548 7,563 1,105 2018 1989 263, boulevard Ste. Rose
Lawrenceville, GA - 1,500 29,003 833 1,529 29,807 8,040 2013 2008 1375 Webb Gin House Road
Leatherhead, UK - 4,682 17,835 2,557 5,016 20,058 1,982 2015 2017 Rectory Lane
Leawood, KS - 2,490 32,493 5,960 5,610 35,333 9,682 2012 1999 4400 West 115th Street
Lecanto, FL - 200 6,900 481 218 7,363 3,089 2004 1986 2341 W. Norvell Bryant Hwy.
Lenexa, KS 9,700 826 26,251 1,511 927 27,661 7,971 2013 2006 15055 West 87th Street Parkway
Lincroft, NJ - 9 19,958 1,933 131 21,769 5,983 2013 2002 734 Newman Springs Road
Linwood, NJ - 800 21,984 2,050 861 23,973 6,397 2010 1997 432 Central Ave
Litchfield, CT - 1,240 17,908 11,751 1,292 29,607 6,509 2010 1998 19 Constitution Way
Little Neck, NY - 3,350 38,461 3,204 3,358 41,657 10,809 2010 2000 5515 Little Neck Pkwy.
Livingston, NJ - 8,000 44,424 1,494 8,017 45,901 5,148 2015 2017 369 E Mt Pleasant Avenue
Lombard, IL 17,010 2,130 59,943 1,884 2,218 61,739 15,787 2013 2009 2210 Fountain Square Dr
London, UK - 3,121 10,027 2,450 3,471 12,127 2,483 2014 2012 71 Hatch Lane
London, UK - 7,691 16,797 2,029 8,238 18,279 2,248 2015 2016 6 Victoria Drive
London, UK - - - 77,904 24,836 53,068 1,047 2017 2020 39-41 East Hill, Wandsworth
London, ON - 987 8,228 1,414 1,105 9,524 2,117 2015 1989 760 Horizon Drive
London, ON 10,985 1,969 16,985 3,077 2,139 19,892 4,256 2015 1953 1486 Richmond Street North
London, ON - 1,445 13,631 2,339 1,697 15,718 3,060 2015 1950 81 Grand Avenue
Longueuil, QC 8,891 3,992 23,711 4,942 4,411 28,234 6,240 2015 1989 70 Rue Levis
Longview, TX - 610 5,520 6 610 5,526 2,022 2006 2007 311 E Hawkins Pkwy
Lorain, OH - 1,394 12,960 23 1,394 12,983 763 2019 2018 5401 North Pointe Pkwy
Los Angeles, CA 56,950 - 114,438 8,201 - 122,639 34,914 2011 2009 10475 Wilshire Boulevard
Los Angeles, CA - 3,540 19,007 3,979 3,540 22,986 6,560 2012 2001 2051 N. Highland Avenue
Los Angeles, CA - - 28,050 6,009 71 33,988 5,570 2016 2006 4061 Grand View Boulevard
Louisville, KY - 2,420 20,816 3,043 2,420 23,859 6,878 2012 1999 4600 Bowling Boulevard
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Louisville, KY 13,650 1,600 20,326 1,150 1,600 21,476 6,154 2013 2010 6700 Overlook Drive
Louisville, CO - 1,939 32,639 1,769 1,939 34,408 3,259 2019 2008 1336 E Hecla Drive
Louisville, CO - 1,156 27,170 - 1,156 27,170 1,228 2019 2019 1800 Plaza Drive
Louisville, CO - 2,584 52,320 6,311 2,584 58,631 6,825 2019 1999 1855 Plaza Drive
Louisville, CO - 1,391 15,783 682 1,391 16,465 1,458 2019 1999 282 McCaslin Blvd
Louisville, CO - 2,332 44,245 2,681 2,332 46,926 4,656 2019 2004 1331 E Hecla Drive
Lynnfield, MA - 3,165 45,200 2,821 3,757 47,429 12,922 2013 2006 55 Salem Street
Mahwah, NJ - 1,605 27,249 1,035 1,608 28,281 4,051 2012 2015 15 Edison Road
Malvern, PA - 1,651 17,194 2,407 1,800 19,452 6,692 2013 1998 324 Lancaster Avenue
Mansfield, TX - 660 5,251 22 660 5,273 1,945 2006 2007 2281 Country Club Dr
Manteca, CA - 1,300 12,125 4,040 1,312 16,153 6,471 2005 1986 430 N. Union Rd.
Maple Ridge, BC 8,171 2,875 11,922 2,060 3,244 13,613 2,194 2015 2009 12241 224th Street
Marieville, QC 6,097 1,278 12,113 1,360 1,414 13,337 2,607 2015 2002 425 rue Claude de Ramezay
Markham, ON 50,027 3,727 48,939 5,609 4,002 54,273 17,577 2013 1981 7700 Bayview Avenue
Marlboro, NJ - 2,222 14,888 1,619 2,268 16,461 4,821 2013 2002 3A South Main Street
Marlow, UK - 9,068 39,720 3,958 9,714 43,032 5,502 2013 2014 210 Little Marlow Road
Marysville, WA - 620 4,780 2,520 620 7,300 2,747 2003 1998 9802 48th Dr. N.E.
McKinney, TX - 1,570 7,389 10 1,570 7,399 2,312 2009 2010 2701 Alma Rd.
Medicine Hat, AB 10,235 1,432 14,141 1,245 1,562 15,256 4,002 2015 1999 223 Park Meadows Drive SE
Medina, OH - 1,708 12,049 457 1,708 12,506 1,164 2019 2017 699 North Huntington St
Melbourne, FL - 7,070 48,257 44,815 7,070 93,072 28,795 2007 2009 7300 Watersong Lane
Melville, NY - 4,280 73,283 7,588 4,332 80,819 20,582 2010 2001 70 Pinelawn Rd
Memphis, TN - 1,800 17,744 2,960 1,800 20,704 7,011 2012 1999 6605 Quail Hollow Road
Menomonee Falls, WI - 1,020 6,984 2,307 1,020 9,291 2,859 2006 2007 W128 N6900 Northfield Drive
Mesa, AZ - 950 9,087 3,872 950 12,959 6,010 1999 2000 7231 E. Broadway
Metairie, LA 14,200 725 27,708 1,073 740 28,766 7,145 2013 2009 3732 West Esplanade Ave. S
Mill Creek, WA - 10,150 60,274 4,074 10,179 64,319 21,876 2010 1998 14905 Bothell-Everett Hwy
Milton, ON 19,529 4,542 25,321 4,439 4,966 29,336 4,996 2015 2012 611 Farmstead Drive
Minnetonka, MN - 920 29,344 1,269 964 30,569 7,644 2013 2006 18605 Old Excelsior Blvd.
Mission Viejo, CA 13,280 6,600 52,118 8,559 6,600 60,677 10,757 2016 1998 27783 Center Drive
Mississauga, ON 8,313 1,602 17,996 2,245 1,742 20,101 5,431 2013 1984 1130 Bough Beeches Boulevard
Mississauga, ON 2,802 873 4,655 703 949 5,282 1,540 2013 1978 3051 Constitution Boulevard
Mississauga, ON 26,739 3,649 35,137 4,763 4,004 39,545 10,655 2015 1988 1490 Rathburn Road East
Mississauga, ON 5,998 2,548 15,158 3,882 2,767 18,821 4,409 2015 1989 85 King Street East
Missoula, MT - 550 7,490 919 553 8,406 3,210 2005 1998 3620 American Way
Mobberley, UK - 5,146 26,665 4,409 5,728 30,492 9,758 2013 2007 Barclay Park, Hall Lane
Molalla, OR - - - 5,468 1,210 4,258 4 2020 1998 835 E Main St
Monterey, CA - 6,440 29,101 2,865 6,443 31,963 8,485 2013 2009 1110 Cass St.
Montgomery, MD - 6,482 83,642 13,251 6,563 96,812 15,680 2018 1992 3701 International Dr
Montgomery Village, MD - 3,530 18,246 7,178 4,291 24,663 11,086 2013 1993 19310 Club House Road
Montreal-Nord, QC 11,450 4,407 23,719 10,196 4,713 33,609 5,405 2018 1988 6700, boulevard Gouin Est
Moorestown, NJ - 2,060 51,628 7,445 2,095 59,038 14,024 2010 2000 1205 N. Church St
Moose Jaw, SK 1,785 582 12,973 2,051 631 14,975 3,967 2013 2001 425 4th Avenue NW
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Morton Grove, IL - 1,900 19,374 923 1,900 20,297 4,871 2010 2011 5520 N. Lincoln Ave.
Murphy, TX - 1,950 19,182 816 1,950 19,998 2,919 2015 2012 304 West FM 544
Nacogdoches, TX - 390 5,754 24 390 5,778 2,104 2006 2007 5902 North St
Naperville, IL - 1,550 12,237 2,282 1,550 14,519 4,204 2012 2013 1936 Brookdale Road
Naperville, IL - 1,540 28,204 1,531 1,593 29,682 8,163 2013 2002 535 West Ogden Avenue
Nashville, TN - 3,900 35,788 4,426 3,900 40,214 12,856 2012 1999 4206 Stammer Place
Nepean, ON 5,395 1,575 5,770 1,240 1,735 6,850 2,404 2015 1988 1 Mill Hill Road
New Braunfels, TX - 1,200 19,800 10,442 2,729 28,713 6,464 2011 2009 2294 East Common Street
Newbury, UK - 2,850 12,796 2,074 3,156 14,564 1,717 2015 2016 370 London Road
Newmarket, UK - 4,071 11,902 3,108 4,529 14,552 3,297 2014 2011 Jeddah Way
Newtown Square, PA - 1,930 14,420 1,686 1,953 16,083 5,468 2013 2004 333 S. Newtown Street Rd.
North Tonawanda, NY - 1,203 7,338 600 1,203 7,938 1,030 2019 2005 705 Sandra Lane
North Tustin, CA - 2,880 18,059 1,037 3,044 18,932 4,630 2013 2000 12291 Newport Avenue
Oak Harbor, WA - 739 7,670 448 739 8,118 955 2019 1998 171 SW 6th Ave
Oak Park, IL - 1,250 40,383 3,088 1,250 43,471 12,055 2012 2004 1035 Madison Street
Oakdale, PA - 1,882 11,941 880 1,882 12,821 1,599 2019 2017 7420 Steubenville Pike
Oakland, CA - 3,877 47,508 3,619 4,117 50,887 13,960 2013 1999 11889 Skyline Boulevard
Oakton, VA - 2,250 37,576 3,081 2,393 40,514 10,712 2013 1997 2863 Hunter Mill Road
Oakville, ON 5,533 1,252 7,382 1,157 1,415 8,376 2,411 2013 1982 289 and 299 Randall Street
Oakville, ON 8,867 2,134 29,963 4,327 2,324 34,100 9,491 2013 1994 25 Lakeshore Road West
Oakville, ON 4,647 1,271 13,754 2,153 1,391 15,787 3,939 2013 1988 345 Church Street
Ogden, UT - 360 6,700 1,231 360 7,931 3,102 2004 1998 1340 N. Washington Blv.
Okotoks, AB 19,133 714 20,943 2,436 792 23,301 5,018 2015 2010 51 Riverside Gate
Orange, CA 35,726 8,021 65,189 3,238 8,021 68,427 4,046 2019 2018 630 The City Drive South
Oshawa, ON 6,609 841 7,570 1,302 946 8,767 2,445 2013 1991 649 King Street East
Ottawa, ON 9,476 1,341 15,425 3,391 1,472 18,685 3,179 2015 2001 110 Berrigan Drive
Ottawa, ON 17,834 3,454 23,309 3,872 3,806 26,829 9,183 2015 1966 2370 Carling Avenue
Ottawa, ON 20,373 4,256 39,141 3,116 4,551 41,962 7,496 2015 2005 751 Peter Morand Crescent
Ottawa, ON 7,076 2,103 18,421 5,833 2,331 24,026 4,164 2015 1989 1 Eaton Street
Ottawa, ON 13,466 2,963 26,424 4,433 3,263 30,557 5,313 2015 2008 691 Valin Street
Ottawa, ON 10,169 1,561 18,170 3,517 1,769 21,479 3,608 2015 2006 22 Barnstone Drive
Ottawa, ON 13,374 3,403 31,090 4,858 3,730 35,621 5,964 2015 2009 990 Hunt Club Road
Ottawa, ON 17,052 3,411 28,335 7,114 3,757 35,103 7,156 2015 2009 2 Valley Stream Drive
Ottawa, ON 2,750 724 4,710 721 786 5,369 1,564 2013 1995 1345 Ogilvie Road
Ottawa, ON 2,001 818 2,165 1,338 740 3,581 1,183 2013 1993 370 Kennedy Lane
Ottawa, ON 9,193 2,809 27,299 3,787 3,030 30,865 9,859 2013 1998 43 Aylmer Avenue
Ottawa, ON 4,427 1,156 9,758 1,386 1,283 11,017 2,928 2013 1998 1351 Hunt Club Road
Ottawa, ON 5,761 746 7,800 1,471 848 9,169 2,411 2013 1999 140 Darlington Private
Ottawa, ON 8,742 1,176 12,764 1,814 1,316 14,438 2,769 2015 1987 10 Vaughan Street
Outremont, QC 17,538 6,746 45,981 12,666 7,214 58,179 9,960 2018 1976 1000, avenue Rockland
Overland Park, KS - 1,540 16,269 2,197 1,670 18,336 4,577 2012 1998 9201 Foster
Palestine, TX - 180 4,320 1,328 180 5,648 2,083 2006 2005 1625 W. Spring St.
Palo Alto, CA 25,050 - 39,639 3,214 24 42,829 11,441 2013 2007 2701 El Camino Real
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Paramus, NJ - 2,840 35,728 2,006 2,986 37,588 9,852 2013 1998 567 Paramus Road
Paris, TX - 490 5,452 22 490 5,474 5,148 2005 2006 750 N Collegiate Dr
Parma, OH - 1,533 9,203 701 1,533 9,904 1,254 2019 2016 11500 Huffman Road
Paso Robles, CA - 1,770 8,630 2,748 1,770 11,378 4,685 2002 1998 1919 Creston Rd.
Peabody, MA 5,767 2,250 16,071 1,363 2,380 17,304 3,859 2013 1994 73 Margin Street
Pella, IA - 870 6,716 218 886 6,918 1,408 2012 2002 2602 Fifield Road
Pembroke, ON - 1,931 9,427 1,341 2,032 10,667 2,922 2012 1999 1111 Pembroke Street West
Pennington, NJ - 1,380 27,620 1,557 1,507 29,050 7,227 2011 2000 143 West Franklin Avenue
Peoria, AZ - 766 21,796 1,552 766 23,348 3,314 2018 2014 13391 N 94th Drive
Pittsburgh, PA - 1,580 18,017 11,751 1,587 29,761 5,750 2013 2009 900 Lincoln Club Dr.
Placentia, CA - 8,480 17,076 6,087 8,513 23,130 5,396 2016 1987 1180 N Bradford Avenue
Plainview, NY - 3,066 19,901 1,261 3,182 21,046 5,342 2013 2001 1231 Old Country Road
Plano, TX 28,960 3,120 59,950 4,143 3,231 63,982 20,101 2013 2006 4800 West Parker Road
Plano, TX - 1,750 15,390 1,545 1,750 16,935 2,292 2016 2014 3690 Mapleshade Lane
Playa Vista, CA - 1,580 40,531 3,340 1,677 43,774 11,332 2013 2006 5555 Playa Vista Drive
Pleasanton, CA - - - 52,006 3,676 48,330 2,838 2016 2017 5700 Pleasant Hill Road
Port Perry, ON 11,811 3,685 26,788 4,729 4,001 31,201 5,078 2015 2009 15987 Simcoe Street
Port St. Lucie, FL - 8,700 47,230 21,304 8,700 68,534 21,013 2008 2010 10685 SW Stony Creek Way
Portage, MI 42,000 2,880 59,955 2,569 2,880 62,524 5,885 2019 2017 3951 W. Milham Ave.
Princeton, NJ - 1,730 30,888 2,325 1,814 33,129 8,500 2011 2001 155 Raymond Road
Princeton, NJ - - - 189 - 189 - 2020 2001 775 Mt Lucas Road
Purley, UK - 7,365 35,161 5,941 8,218 40,249 11,730 2012 2005 21 Russell Hill Road
Puyallup, WA - 1,150 20,776 2,348 1,156 23,118 7,047 2010 1985 123 Fourth Ave. NW
Quebec City, QC 7,816 2,420 21,977 4,060 2,588 25,869 3,705 2018 2000 795, rue Alain
Quebec City, QC 12,074 3,300 28,325 6,353 3,529 34,449 4,722 2018 1987 650 and 700, avenue Murray
Queensbury, NY - 1,260 21,744 1,451 1,273 23,182 3,907 2015 1999 27 Woodvale Road
Rancho Cucamonga, CA - 1,480 10,055 2,295 2,084 11,746 3,834 2013 2001 9519 Baseline Road
Rancho Palos Verdes, CA - 5,450 60,034 6,368 5,450 66,402 17,880 2012 2004 5701 Crestridge Road
Randolph, NJ 29,300 1,540 46,934 2,416 1,718 49,172 12,543 2013 2006 648 Route 10 West
Red Deer, AB 12,346 1,247 19,283 3,064 1,368 22,226 4,375 2015 2004 3100 - 22 Street
Red Deer, AB 14,526 1,199 22,339 3,883 1,296 26,125 5,200 2015 2004 10 Inglewood Drive
Redding, CA 26,446 4,474 36,828 2,161 4,474 38,989 2,943 2019 2017 2150 Bechelli Lane
Regina, SK 5,975 1,485 21,148 2,613 1,705 23,541 6,840 2013 1999 3651 Albert Street
Regina, SK 5,983 1,244 21,036 2,612 1,357 23,535 6,124 2013 2004 3105 Hillsdale Street
Regina, SK 15,178 1,539 24,053 5,214 1,678 29,128 5,238 2015 1992 1801 McIntyre Street
Rehoboth Beach, DE - 960 24,248 9,327 993 33,542 7,929 2010 1999 36101 Seaside Blvd
Reno, NV - 1,060 11,440 1,529 1,060 12,969 5,138 2004 1998 5165 Summit Ridge Court
Ridgeland, MS - 520 7,675 2,051 520 9,726 3,732 2003 1997 410 Orchard Park
Riviere-du-Loup, QC 2,733 592 7,601 1,592 694 9,091 1,704 2015 1956 35 des Cedres
Riviere-du-Loup, QC 12,015 1,454 16,848 5,728 1,847 22,183 5,068 2015 1993 230-235 rue Des Chenes
Rocky Hill, CT - 1,090 6,710 4,381 1,132 11,049 3,613 2003 1996 60 Cold Spring Rd.
Rohnert Park, CA - 6,500 18,700 4,467 6,546 23,121 9,016 2005 1986 4855 Snyder Lane
Romeoville, IL - 854 12,646 61,940 6,197 69,243 20,699 2006 2010 605 S Edward Dr.
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Roseville, MN - 1,540 35,877 1,318 1,648 37,087 9,191 2013 2002 2555 Snelling Avenue, North
Roseville, CA - 3,300 41,652 6,978 3,300 48,630 9,235 2016 2000 5161 Foothills Boulevard
Roswell, GA - 1,107 9,627 3,277 1,114 12,897 8,730 1997 1999 655 Mansell Rd.
Roswell, GA - 2,080 6,486 3,577 2,380 9,763 2,377 2012 1997 75 Magnolia Street
Rowlett, TX - 1,610 21,254 223 1,610 21,477 176 2020 2019 4205-4209 Dalrock Rd
Sabre Springs, CA - - - 46,910 3,726 43,184 2,326 2016 2017 12515 Springhurst Drive
Sacramento, CA - 940 14,781 1,759 952 16,528 4,994 2010 1978 6350 Riverside Blvd
Sacramento, CA - 1,300 23,394 1,761 1,369 25,086 6,572 2013 2004 345 Munroe Street
Saint-Lambert, QC 33,489 10,259 61,903 9,649 11,208 70,603 18,472 2015 1989 1705 Avenue Victoria
Salem, OR - - - 11,341 916 10,425 5 2020 1999 4452 Lancaster Dr NE
Salem, OR - - - 10,531 1,227 9,304 5 2020 1997 4050 12th Street Cutoff SE
Salinas, CA - 5,110 41,424 11,019 5,150 52,403 10,619 2016 1990 1320 Padre Drive
Salisbury, UK - 2,720 15,269 2,299 3,012 17,276 3,176 2014 2013 Shapland Close
Salt Lake City, UT - 1,360 19,691 946 1,360 20,637 7,187 2011 1986 1430 E. 4500 S.
San Antonio, TX - 6,120 28,169 2,656 6,120 30,825 7,825 2010 2011 2702 Cembalo Blvd
San Antonio, TX - 5,045 58,048 3,275 5,045 61,323 8,159 2017 2015 11300 Wild Pine
San Antonio, TX - 11,686 69,620 3,634 11,686 73,254 6,766 2019 2016 6870 Heuermann Road
San Diego, CA - 5,810 63,078 4,276 5,810 67,354 20,890 2012 2001 13075 Evening Creek Drive S
San Diego, CA - 3,000 27,164 1,576 3,016 28,724 7,069 2013 2003 810 Turquoise Street
San Diego, CA 29,359 4,179 40,607 1,920 4,179 42,527 2,939 2019 2017 955 Grand Ave
San Francisco, CA - 5,920 91,639 13,785 5,920 105,424 20,404 2016 1998 1550 Sutter Street
San Francisco, CA - 11,800 77,214 10,544 11,800 87,758 16,961 2016 1923 1601 19th Avenue
San Gabriel, CA - 3,120 15,566 1,204 3,165 16,725 4,715 2013 2005 8332 Huntington Drive
San Jose, CA - 3,280 46,823 4,443 3,280 51,266 14,267 2012 2002 500 S Winchester Boulevard
San Jose, CA - 11,900 27,647 5,369 11,966 32,950 6,795 2016 2002 4855 San Felipe Road
San Rafael, CA - 1,620 27,392 4,109 1,860 31,261 5,333 2016 2001 111 Merrydale Road
San Ramon, CA - 8,700 72,223 10,149 8,768 82,304 15,770 2016 1992 9199 Fircrest Lane
Sandy Springs, GA - 2,214 8,360 1,541 2,220 9,895 3,551 2012 1997 5455 Glenridge Drive NE
Santa Monica, CA 15,820 5,250 28,340 1,166 5,266 29,490 7,717 2013 2004 1312 15th Street
Santa Rosa, CA - 2,250 26,273 3,761 2,292 29,992 5,429 2016 2001 4225 Wayvern Drive
Saskatoon, SK 3,686 981 13,905 1,961 1,064 15,783 3,927 2013 1999 220 24th Street East
Saskatoon, SK 13,136 1,382 17,609 2,564 1,568 19,987 4,858 2013 2004 1622 Acadia Drive
Schaumburg, IL - 2,460 22,863 1,454 2,497 24,280 7,172 2013 2001 790 North Plum Grove Road
Scottsdale, AZ - 2,500 3,890 1,505 2,500 5,395 1,692 2008 1998 9410 East Thunderbird Road
Scranton, PA - 875 10,562 695 875 11,257 1,288 2019 2014 1651 Dickson Avenue
Seal Beach, CA - 6,204 72,954 3,165 6,271 76,052 23,111 2013 2004 3850 Lampson Avenue
Seattle, WA - 5,190 9,350 2,031 5,199 11,372 4,231 2010 1962 11501 15th Ave NE
Seattle, WA 27,180 10,670 37,291 2,007 10,700 39,268 14,211 2010 2005 805 4th Ave N
Seattle, WA - 1,150 19,887 2,790 1,153 22,674 4,109 2015 1995 11039 17th Avenue
Selbyville, DE - 750 25,912 964 769 26,857 7,050 2010 2008 21111 Arrington Dr
Sevenoaks, UK - 6,181 40,240 8,029 6,844 47,606 14,328 2012 2009 64 - 70 Westerham Road
Severna Park, MD - - 67,623 6,130 44 73,709 12,815 2016 1997 43 W McKinsey Road
Shelby Township, MI 13,180 1,040 26,344 1,477 1,110 27,751 7,250 2013 2006 46471 Hayes Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Sherman, TX - 700 5,221 7 700 5,228 1,979 2005 2006 1011 E. Pecan Grove Rd.
Shrewsbury, NJ - 2,120 38,116 2,750 2,151 40,835 10,565 2010 2000 5 Meridian Way
Sidcup, UK - 7,446 56,570 8,847 8,272 64,591 19,813 2012 2000 Frognal Avenue
Silver Spring, MD - - - 64,377 3,436 60,941 3,256 2016 2018 2201 Colston Drive
Simi Valley, CA - 3,200 16,664 1,938 3,298 18,504 5,955 2013 2009 190 Tierra Rejada Road
Simi Valley, CA - 5,510 51,406 8,517 5,510 59,923 12,238 2016 2003 5300 E Los Angeles Avenue
Solihull, UK - 5,070 43,297 9,048 5,615 51,800 14,877 2012 2009 1270 Warwick Road
Solihull, UK - 3,571 26,053 3,942 4,009 29,557 8,354 2013 2007 1 Worcester Way
Solihull, UK - 1,851 10,585 2,023 2,049 12,410 1,547 2015 2016 Warwick Road
Sonning, UK - 5,644 42,155 6,442 6,280 47,961 12,724 2013 2009 Old Bath Rd.
Sonoma, CA - 1,100 18,400 4,807 1,109 23,198 8,685 2005 1988 800 Oregon St.
Sonoma, CA - 2,820 21,890 3,292 2,827 25,175 4,594 2016 2005 91 Napa Road
South Jordan, UT - - - 51,165 4,639 46,526 2,705 2020 2015 11289 Oakmond Rd
Southlake, TX - 6,207 56,655 7,624 6,207 64,279 7,920 2019 2008 101 Watermere Drive
Spokane, WA - 3,200 25,064 2,502 3,200 27,566 8,323 2013 2001 3117 E. Chaser Lane
Spokane, WA - 2,580 25,342 2,298 2,580 27,640 7,353 2013 1999 1110 E. Westview Ct.
St. Albert, AB 9,268 1,145 17,863 2,257 1,285 19,980 6,301 2014 2005 78C McKenney Avenue
St. John's, NL 5,219 706 11,765 900 760 12,611 2,110 2015 2005 64 Portugal Cove Road
Stittsville, ON 4,057 1,175 17,397 2,258 1,346 19,484 4,876 2013 1996 1340 - 1354 Main Street
Stockport, UK - 4,369 25,018 3,888 4,860 28,415 8,513 2013 2008 1 Dairyground Road
Stockton, CA - 2,280 5,983 1,718 2,372 7,609 2,527 2010 1988 6725 Inglewood
Strongsville, OH - 1,113 10,904 656 1,113 11,560 1,451 2019 2017 15100 Howe Road
Stuart, FL - 5,276 23,980 730 5,276 24,710 1,762 2019 2019 2625 SE Cove Road
Studio City, CA - 4,006 25,307 1,401 4,115 26,599 7,825 2013 2004 4610 Coldwater Canyon Avenue
Suffield, CT - 4,416 31,176 2,392 4,416 33,568 3,369 2019 1998 7 Canal Road
Sugar Land, TX - 960 31,423 1,184 960 32,607 9,638 2011 1996 1221 Seventh St
Sugar Land, TX - 4,272 60,493 6,546 4,272 67,039 11,697 2017 2015 744 Brooks Street
Summit, NJ - 3,080 14,152 506 3,080 14,658 3,817 2011 2001 41 Springfield Avenue
Sun City West, AZ - 1,250 21,778 1,973 1,250 23,751 5,755 2012 1998 13810 West Sandridge Drive
Sunninghill, UK - 11,632 42,233 4,116 12,460 45,521 4,347 2014 2017 Bagshot Road
Sunnyvale, CA - 5,420 41,682 3,191 5,420 44,873 12,824 2012 2002 1039 East El Camino Real
Surrey, BC 6,069 3,605 18,818 3,107 3,907 21,623 7,209 2013 2000 16028 83rd Avenue
Surrey, BC 15,070 4,552 22,338 3,865 4,952 25,803 9,069 2013 1987 15501 16th Avenue
Sutton, UK - 4,096 14,532 3,309 4,538 17,399 1,941 2015 2016 123 Westmead Road
Suwanee, GA - 1,560 11,538 1,672 1,560 13,210 4,220 2012 2000 4315 Johns Creek Parkway
Sway, UK - 4,145 15,508 3,024 4,643 18,034 4,402 2014 2008 Sway Place
Swift Current, SK 1,624 492 10,119 1,412 540 11,483 3,057 2013 2001 301 Macoun Drive
Sylvania, OH - 1,205 11,988 - 1,205 11,988 730 2019 2019 4120 King Road
Syracuse, NY - 1,418 11,617 863 1,418 12,480 1,544 2019 2011 6715 Buckley Road
Tacoma, WA - 4,170 73,377 17,896 4,170 91,273 20,323 2016 1987 8201 6th Avenue
Taylor, PA - 1,910 11,996 - 1,910 11,996 434 2019 2020 512 Oak St
The Woodlands, TX - 480 12,379 663 480 13,042 3,755 2011 1999 7950 Bay Branch Dr
Toms River, NJ - 1,610 34,627 1,518 1,695 36,060 9,559 2010 2005 1587 Old Freehold Rd
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Tonawanda, NY - 1,542 13,280 1,252 1,542 14,532 1,927 2019 2011 300 Fries Road
Tonawanda, NY - 2,436 12,507 1,428 2,436 13,935 1,991 2019 2009 285 Crestmount Avenue
Toronto, ON 18,270 2,927 20,713 4,407 3,209 24,838 4,394 2015 1900 54 Foxbar Road
Toronto, ON 7,502 5,082 25,493 4,045 5,531 29,089 7,178 2015 1988 645 Castlefield Avenue
Toronto, ON 12,566 2,008 19,620 1,826 2,123 21,331 4,384 2015 1999 4251 Dundas Street West
Toronto, ON 36,318 5,132 41,657 7,211 5,591 48,409 13,447 2015 1964 10 William Morgan Drive
Toronto, ON 7,586 2,480 7,571 1,381 2,693 8,739 2,385 2015 1971 123 Spadina Road
Toronto, ON 4,640 1,079 5,364 877 1,135 6,185 1,702 2013 1982 25 Centennial Park Road
Toronto, ON 7,273 2,513 19,695 2,668 2,763 22,113 5,163 2013 2002 305 Balliol Street
Toronto, ON 17,430 3,400 32,757 4,542 3,797 36,902 10,244 2013 1973 1055 and 1057 Don Mills Road
Toronto, ON 5,719 1,447 3,918 871 1,598 4,638 1,556 2013 1987 1340 York Mills Road
Toronto, ON 30,720 5,304 53,488 5,453 5,791 58,454 19,389 2013 1988 8 The Donway East
Torrance, CA - 3,497 73,138 297 3,504 73,428 8,315 2016 2016 25535 Hawthorne Boulevard
Tucson, AZ - 830 6,179 5,317 830 11,496 2,496 2012 1997 5660 N. Kolb Road
Tulsa, OK - 1,330 21,285 2,094 1,362 23,347 9,163 2010 1986 8887 South Lewis Ave
Tulsa, OK - 1,500 20,728 114 1,614 20,728 8,988 2010 1984 9524 East 71st St
Turlock, CA - 2,266 12,869 1,122 2,266 13,991 1,748 2019 2001 3791 Crowell Road
Twinsburg, OH - 1,042 8,343 543 1,042 8,886 1,162 2019 2016 3092 Kendal Lane
Tyler, TX - 650 5,268 24 650 5,292 1,937 2006 2007 5550 Old Jacksonville Hwy.
Upland, CA - 3,160 42,596 98 3,160 42,694 7,628 2015 2014 2419 North Euclid Avenue
Upper Providence, PA - 1,900 28,195 489 1,906 28,678 4,254 2013 2015 1133 Black Rock Road
Upper St Claire, PA - 1,102 13,455 1,668 1,153 15,072 4,718 2013 2005 500 Village Drive
Vacaville, CA - 900 17,100 3,978 900 21,078 8,261 2005 1987 799 Yellowstone Dr.
Vallejo, CA - 4,000 18,000 5,193 4,030 23,163 8,965 2005 1989 350 Locust Dr.
Vallejo, CA - 2,330 15,407 1,667 2,330 17,074 5,368 2010 1990 2261 Tuolumne
Vancouver, WA - 1,820 19,042 1,271 1,821 20,312 6,357 2010 2006 10011 NE 118th Ave
Vancouver, BC - 7,282 6,572 2,428 7,787 8,495 5,968 2015 1974 2803 West 41st Avenue
Vancouver, WA - - - 16,606 1,406 15,200 6 2020 2001 201 NW 78th St
Vankleek Hill, ON 542 389 2,960 628 426 3,551 1,072 2013 1987 48 Wall Street
Vaudreuil, QC 7,888 1,852 14,214 2,062 1,956 16,172 3,404 2015 1975 333 rue Querbes
Vero Beach, FL - 2,930 40,070 26,571 2,930 66,641 28,297 2007 2003 7955 16th Manor
Victoria, BC 6,629 2,856 18,038 2,320 3,121 20,093 6,029 2013 1974 3000 Shelbourne Street
Victoria, BC 18,976 3,681 15,774 2,184 3,997 17,642 5,490 2013 1988 3051 Shelbourne Street
Victoria, BC 17,634 2,476 15,379 2,695 2,718 17,832 3,245 2015 1990 3965 Shelbourne Street
Virginia Water, UK - 7,106 29,937 9,185 6,029 40,199 13,356 2012 2002 Christ Church Road
Voorhees, NJ - 3,700 24,312 2,565 3,854 26,723 5,739 2012 2013 311 Route 73
Wall, NJ - 1,650 25,350 3,045 1,694 28,351 7,011 2011 2003 2021 Highway 35
Walnut Creek, CA - 3,700 12,467 3,583 3,808 15,942 5,189 2013 1998 2175 Ygnacio Valley Road
Walnut Creek, CA - 10,320 100,890 18,335 10,320 119,225 24,385 2016 1988 1580 Geary Road
Washington, DC - 4,000 69,154 3,369 4,021 72,502 18,471 2013 2004 5111 Connecticut Avenue NW
Watchung, NJ - 1,920 24,880 2,084 2,058 26,826 6,743 2011 2000 680 Mountain Boulevard
Waterville, OH - - - 48,130 2,566 45,564 217 2020 2018 1470 Pray Blvd
Waukee, IA - 1,870 31,878 1,042 1,900 32,890 6,744 2012 2007 1650 SE Holiday Crest Circle
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Seniors Housing Operating:
Waxahachie, TX - 650 5,763 10 650 5,773 1,997 2007 2008 1329 Brown St.
Wayland, MA - 1,207 27,462 2,437 1,364 29,742 8,380 2013 1997 285 Commonwealth Road
Weatherford, TX - 660 5,261 7 660 5,268 1,949 2006 2007 1818 Martin Drive
Webster Groves, MO - 1,790 15,425 2,711 1,812 18,114 5,560 2011 2012 45 E Lockwood Avenue
Welland, ON 5,769 983 7,530 1,086 1,060 8,539 1,525 2015 2006 110 First Street
Wellesley, MA - 4,690 77,462 571 4,690 78,033 15,666 2015 2012 23 & 27 Washington Street
West Babylon, NY - 3,960 47,085 2,671 4,062 49,654 12,541 2013 2003 580 Montauk Highway
West Bloomfield, MI - 1,040 12,300 945 1,100 13,185 3,728 2013 2000 7005 Pontiac Trail
West Chester Township, OH - 2,281 47,848 1,288 2,281 49,136 317 2020 2019 7129 Gilmore Rd
West Hills, CA - 2,600 7,521 1,760 2,658 9,223 3,344 2013 2002 9012 Topanga Canyon Road
West Seneca, NY - 1,413 6,626 634 1,413 7,260 1,080 2019 2000 1187 Orchard Park Drive
West Seneca, NY - 1,042 7,475 604 1,042 8,079 1,036 2019 2007 2341 Union Road
West Vancouver, BC 17,543 7,059 28,155 5,580 7,717 33,077 9,434 2013 1987 2095 Marine Drive
Westbourne, UK - 5,441 41,420 10,347 6,027 51,181 12,905 2013 2006 16-18 Poole Road
Westford, MA - 1,440 32,607 463 1,468 33,042 5,977 2015 2013 108 Littleton Road
Weston, MA - 1,160 2,750 268 1,160 3,018 1,347 2013 1998 135 North Avenue
Westworth Village, TX - 2,060 31,296 86 2,060 31,382 4,994 2014 2014 25 Leonard Trail
Weybridge, UK - 7,899 48,240 6,767 8,784 54,122 15,969 2013 2008 Ellesmere Road
Weymouth, UK - 2,591 16,551 2,540 2,908 18,774 3,380 2014 2013 Cross Road
White Oak, MD - 2,304 24,768 3,092 2,437 27,727 7,122 2013 2002 11621 New Hampshire Avenue
Whitesboro, NY - 1,587 11,946 789 1,587 12,735 1,487 2019 2015 4770 Clinton Road
Willoughby, OH - 1,309 10,536 662 1,309 11,198 1,279 2019 2016 35100 Chardon Road
Wilmington, DE - 1,040 23,338 2,395 1,176 25,597 6,754 2013 2004 2215 Shipley Street
Winchester, UK - 6,009 29,405 4,451 6,671 33,194 9,383 2012 2010 Stockbridge Road
Winnipeg, MB 11,271 1,960 38,612 7,129 2,217 45,484 15,196 2013 1999 857 Wilkes Avenue
Winnipeg, MB 25,011 1,276 21,732 3,371 1,664 24,715 6,421 2013 1988 3161 Grant Avenue
Winnipeg, MB 12,084 1,317 15,609 3,641 1,450 19,117 4,278 2015 1999 125 Portsmouth Boulevard
Woking, UK - 2,990 12,523 1,598 3,210 13,901 1,234 2016 2017 12 Streets Heath, West End
Wolverhampton, UK - 2,941 8,922 1,846 3,264 10,445 4,030 2013 2008 73 Wergs Road
Woodland Hills, CA - 3,400 20,478 1,441 3,456 21,863 6,494 2013 2005 20461 Ventura Boulevard
Yonkers, NY - 3,962 50,107 2,471 4,047 52,493 13,792 2013 2005 65 Crisfield Street
Yorkton, SK 2,996 463 8,760 1,100 504 9,819 2,663 2013 2001 94 Russell Drive
Seniors Housing Operating Total $ 1,706,192 $ 1,466,472 $ 13,489,025 $ 2,648,613 $ 1,642,393 $ 15,961,717 $ 3,554,697
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2020
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Abilene, TX $ - $ 950 $ 20,987 $ 11,660 $ 950 $ 32,647 $ 4,299 2014 1998 6565 Central Park Boulevard
Abilene, TX - 990 8,187 1,089 990 9,276 1,523 2014 1985 1250 East N 10th Street
Aboite Twp, IN - 1,770 19,930 1,601 1,770 21,531 5,743 2010 2008 611 W County Line Rd South
Agawam, MA - 880 16,112 2,134 880 18,246 8,903 2002 1993 1200 Suffield St.
Akron, OH - 633 3,002 - 633 3,002 206 2018 1999 171 North Cleveland Massillon Road
Alexandria, VA - 2,452 6,826 - 2,452 6,826 453 2018 1964 1510 Collingwood Road
Alhambra, CA - 600 6,305 8,847 600 15,152 2,752 2011 1923 1118 N. Stoneman Ave.
Allen Park, MI - 1,767 5,025 - 1,767 5,025 337 2018 1960 9150 Allen Road
Allentown, PA - 494 11,845 - 494 11,845 775 2018 1995 5151 Hamilton Boulevard
Allentown, PA - 1,491 4,822 - 1,491 4,822 331 2018 1988 1265 Cedar Crest Boulevard
Alma, MI - - - 7,810 1,267 6,543 47 2020 2009 1320 Pine Ave
Ames, IA - 330 8,870 7 330 8,877 2,553 2010 1999 1325 Coconino Rd.
Ann Arbor, MI - 2,172 11,123 - 2,172 11,123 786 2018 1997 4701 East Huron River Drive
Annandale, VA - 1,687 18,974 - 1,687 18,974 1,215 2018 2002 7104 Braddock Road
Arlington, VA - 4,016 8,801 - 4,016 8,801 575 2018 1976 550 South Carlin Southprings Road
Asheboro, NC - 290 5,032 312 290 5,344 2,388 2003 1998 514 Vision Dr.
Asheville, NC - 204 3,489 - 204 3,489 2,019 1999 1999 4 Walden Ridge Dr.
Asheville, NC - 280 1,955 532 280 2,487 1,137 2003 1992 308 Overlook Rd.
Atchison, KS - 140 5,610 23 140 5,633 792 2015 2001 1301 N 4th St.
Austin, TX - 1,691 5,005 - 1,691 5,005 436 2018 2000 11630 Four Iron Drive
Avon, IN - 1,830 14,470 34 1,830 14,504 4,349 2010 2004 182 S Country RD. 550E
Avon, IN - 900 19,444 - 900 19,444 3,464 2014 2013 10307 E. CR 100 N
Avon, CT - 2,132 7,624 - 2,132 7,624 610 2018 2000 100 Fisher Drive
Azusa, CA - 570 3,141 7,430 570 10,571 3,607 1998 1953 125 W. Sierra Madre Ave.
Bad Axe, MI - - - 7,289 1,317 5,972 48 2020 2010 150 Meadow Lane
Baldwin City, KS - 190 4,810 55 190 4,865 701 2015 2000 321 Crimson Ave
Baltimore, MD - 4,306 4,303 - 4,306 4,303 308 2018 1978 6600 Ridge Road
Baltimore, MD - 3,069 3,148 - 3,069 3,148 240 2018 1996 4669 Falls Road
Barberton, OH - 1,307 9,310 - 1,307 9,310 605 2018 1979 85 Third Street
Bartlesville, OK - 100 1,380 - 100 1,380 892 1996 1995 5420 S.E. Adams Blvd.
Battle Creek, MI - 857 1,821 - 857 1,821 168 2018 1965 200 Roosevelt Avenue East
Bay City, MI - 633 2,619 - 633 2,619 194 2018 1968 800 Mulholland Street
Bedford, PA - 637 4,432 - 637 4,432 341 2018 1965 136 Donahoe Manor Road
Belmont, CA - 3,000 23,526 1,728 3,000 25,254 7,611 2011 1971 1301 Ralston Avenue
Belvidere, NJ - 2,001 26,191 - 2,001 26,191 1,614 2019 2009 1 Brookfield Ct
Benbrook, TX - 1,550 13,553 2,747 1,550 16,300 3,667 2011 1984 4242 Bryant Irvin Road
Berkeley, CA 11,689 3,050 32,677 5,008 3,050 37,685 6,816 2016 1966 2235 Sacramento Street
Bethel Park, PA - 1,700 16,007 - 1,700 16,007 5,149 2007 2009 5785 Baptist Road
Bethel Park, PA - 1,008 6,740 - 1,008 6,740 469 2018 1986 60 Highland Road
Bethesda, MD - 2,218 6,869 - 2,218 6,869 440 2018 1974 6530 Democracy Boulevard
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Bethlehem, PA - 1,191 16,887 - 1,191 16,887 1,053 2018 1979 2021 Westgate Drive
Bethlehem, PA - 1,143 13,588 - 1,143 13,588 852 2018 1982 2029 Westgate Drive
Beverly Hills, CA - 6,000 13,385 203 6,000 13,588 2,101 2014 2000 220 N Clark Drive
Bexleyheath, UK - 3,750 10,807 1,564 4,153 11,968 1,931 2014 1996 35 West Street
Bingham Farms, MI - 781 15,671 - 781 15,671 1,013 2018 1999 24005 West 13 Mile Road
Birmingham, UK - 1,647 14,853 1,772 1,824 16,448 2,447 2015 2010 Clinton Street, Winson Green
Birmingham, UK - 1,591 19,092 2,222 1,762 21,143 3,100 2015 2010 Braymoor Road, Tile Cross
Birmingham, UK - 1,462 9,056 1,129 1,619 10,028 1,515 2015 2010 Clinton Street, Winson Green
Birmingham, UK - 1,184 10,085 1,211 1,312 11,168 1,650 2015 1997 122 Tile Cross Road, Garretts Green
Bloomington, IN - 670 17,423 - 670 17,423 2,641 2015 2015 363 S. Fieldstone Boulevard
Boca Raton, FL - 2,200 4,974 - 2,200 4,974 419 2018 1994 7225 Boca Del Mar Drive
Boca Raton, FL - 2,826 4,061 - 2,826 4,061 306 2018 1984 375 Northwest 51st Street
Boulder, CO - 3,601 21,364 - 3,601 21,364 1,477 2018 1990 2800 Palo Parkway
Bournemouth, UK - 2,668 16,470 - 2,668 16,470 576 2019 2017 Poole Lane
Boynton Beach, FL - 2,138 10,201 - 2,138 10,201 721 2018 1991 3600 Old Boynton Road
Boynton Beach, FL - 2,804 14,222 - 2,804 14,222 918 2018 1984 3001 South Congress Avenue
Bracknell, UK - 4,081 11,470 684 4,372 11,863 1,048 2014 2017 Crowthorne Road North
Bradenton, FL - 252 3,298 - 252 3,298 2,145 1996 1995 6101 Pointe W. Blvd.
Bradenton, FL - 480 9,953 113 480 10,066 2,244 2012 2000 2800 60th Avenue West
Braintree, MA - 170 7,157 1,290 170 8,447 8,447 1997 1968 1102 Washington St.
Braintree, UK - - 13,296 1,428 - 14,724 2,458 2014 2009 Meadow Park Tortoiseshell Way
Brecksville, OH - 990 19,353 - 990 19,353 3,434 2014 2011 8757 Brecksville Road
Brick, NJ - 1,290 25,247 1,330 1,290 26,577 6,627 2011 2000 458 Jack Martin Blvd.
Bridgewater, NJ - 1,800 31,810 1,678 1,800 33,488 8,322 2011 2001 680 US-202/206 North
Bristol, UK - - - 22,876 4,382 18,494 1,433 2015 2017 339 Badminton Road
Bristol, UK - 2,337 13,416 - 2,337 13,416 639 2017 2019 Avon Valley Care Home, Tenniscourt Road
Brooks, AB 1,662 376 4,951 464 408 5,383 934 2014 2000 951 Cassils Road West
Bucyrus, OH - 1,119 2,611 - 1,119 2,611 207 2018 1976 1170 West Mansfield Street
Burleson, TX - 670 13,985 2,457 670 16,442 3,898 2011 1988 300 Huguley Boulevard
Burlington, NC - 280 4,297 849 280 5,146 2,277 2003 2000 3619 S. Mebane St.
Burlington, NC - 460 5,467 110 460 5,577 2,530 2003 1997 3615 S. Mebane St.
Burlington, NJ - 1,700 12,554 501 1,700 13,055 4,074 2011 1965 115 Sunset Road
Burlington, NJ - 1,170 19,205 172 1,170 19,377 5,206 2011 1994 2305 Rancocas Road
Burnaby, BC 7,069 7,623 13,844 1,839 8,273 15,033 2,646 2014 2006 7195 Canada Way
Calgary, AB 14,118 2,341 42,768 3,912 2,541 46,480 7,760 2014 1971 1729-90th Avenue SW
Calgary, AB 23,452 4,569 70,199 6,378 4,958 76,188 12,605 2014 2001 500 Midpark Way SE
Camp Hill, PA - 517 3,596 - 517 3,596 240 2018 1970 1700 Market Street
Canonsburg, PA - 911 4,828 - 911 4,828 352 2018 1986 113 West McMurray Road
Canton, OH - 300 2,098 - 300 2,098 1,214 1998 1998 1119 Perry Dr., N.W.
Canton, MI - 1,399 16,966 - 1,399 16,966 1,093 2018 2005 7025 Lilley Road
Cape Coral, FL - 530 3,281 - 530 3,281 1,629 2002 2000 911 Santa Barbara Blvd.
Cape Coral, FL 7,925 760 18,868 110 760 18,978 4,296 2012 2009 831 Santa Barbara Boulevard
Cape May Court House, NJ - 1,440 17,002 1,775 1,440 18,777 3,303 2014 1990 144 Magnolia Drive
Carlisle, PA - 978 8,204 - 978 8,204 562 2018 1987 940 Walnut Bottom Road
Carmel, IN - 1,700 19,491 1 1,700 19,492 3,070 2015 2015 12315 Pennsylvania Street
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Carmel, IN - 1,583 6,069 - 1,583 6,069 447 2018 1985 12999 North Pennsylvania Street
Carmel, IN - - 2,296 - - 2,296 140 2018 1985 12999 North Pennsylvania Street
Carrollton, TX - 2,010 19,549 - 2,010 19,549 2,254 2014 2016 2645 East Trinity Mills Road
Cary, NC - 1,500 4,350 1,366 1,500 5,716 2,956 1998 1996 111 MacArthur
Castleton, IN - 920 15,137 - 920 15,137 2,801 2014 2013 8405 Clearvista Lake
Cedar Grove, NJ - 2,850 27,737 20 2,850 27,757 7,524 2011 1970 536 Ridge Road
Cedar Rapids, IA - 596 9,352 - 596 9,352 592 2018 1965 1940 1st Avenue Northeast
Centerville, OH - 920 3,958 - 920 3,958 388 2018 1997 1001 E. Alex Bell Road
Chagrin Falls, OH - 832 10,837 - 832 10,837 731 2018 1999 8100 East Washington Street
Chambersburg, PA - 1,373 8,862 - 1,373 8,862 629 2018 1976 1070 Stouffer Avenue
Chapel Hill, NC - 354 2,646 1,201 354 3,847 1,667 2002 1997 100 Lanark Rd.
Charleston, SC - 1,333 5,554 - 1,333 5,554 374 2018 1982 1137 Sam Rittenberg Boulevard
Charleston, WV - 440 17,575 306 440 17,881 4,635 2011 1998 1000 Association Drive, North Gate Business Park
Chatham, VA - 320 14,039 - 320 14,039 2,595 2014 2009 100 Rorer Street
Cherry Hill, NJ - 1,416 9,871 - 1,416 9,871 693 2018 1997 2700 Chapel Avenue West
Chester, VA - 1,320 18,127 - 1,320 18,127 3,318 2014 2009 12001 Iron Bridge Road
Chevy Chase, MD - 4,515 8,685 - 4,515 8,685 574 2018 1964 8700 Jones Mill Road
Chickasha, OK - 85 1,395 - 85 1,395 896 1996 1996 801 Country Club Rd.
Chillicothe, OH - 1,145 8,994 - 1,145 8,994 590 2018 1977 1058 Columbus Street
Cincinnati, OH - 912 14,010 - 912 14,010 934 2018 2000 6870 Clough Pike
Citrus Heights, CA - 5,207 31,715 - 5,207 31,715 1,989 2018 1988 7807 Upland Way
Claremore, OK - 155 1,427 6,130 155 7,557 1,970 1996 1996 1605 N. Hwy. 88
Clarksville, TN - 330 2,292 - 330 2,292 1,322 1998 1998 2183 Memorial Dr.
Clayton, NC - 520 15,733 - 520 15,733 2,636 2014 2013 84 Johnson Estate Road
Clevedon, UK - 2,838 16,927 2,122 3,142 18,745 3,128 2014 1994 18/19 Elton Road
Cloquet, MN - 340 4,660 120 340 4,780 1,239 2011 2006 705 Horizon Circle
Cobham, UK - 9,808 24,991 3,737 10,861 27,675 5,364 2013 2013 Redhill Road
Colchester, CT - 980 4,860 544 980 5,404 1,828 2011 1986 59 Harrington Court
Colorado Springs, CO - 4,280 62,168 - 4,280 62,168 8,523 2015 2008 1605 Elm Creek View
Colorado Springs, CO - 1,730 25,493 693 1,730 26,186 3,548 2016 2016 2818 Grand Vista Circle
Columbia, TN - 341 2,295 - 341 2,295 1,324 1999 1999 5011 Trotwood Ave.
Columbia, SC - 1,699 2,319 - 1,699 2,319 170 2018 1968 2601 Forest Drive
Columbia Heights, MN - 825 14,175 163 825 14,338 3,496 2011 2009 3807 Hart Boulevard
Concord, NC - 550 3,921 416 550 4,337 1,959 2003 1997 2452 Rock Hill Church Rd.
Concord, NH - 1,760 43,179 634 1,760 43,813 11,371 2011 1994 239 Pleasant Street
Concord, NH - 720 3,041 340 720 3,381 1,099 2011 1926 227 Pleasant Street
Congleton, UK - 2,036 5,120 768 2,254 5,670 917 2014 1994 Rood Hill
Coppell, TX - 1,550 8,386 228 1,550 8,614 1,872 2012 2013 1530 East Sandy Lake Road
Corby, UK - 1,228 5,144 881 1,240 6,013 595 2017 1997 25 Rockingham Road
Costa Mesa, CA - 2,050 19,969 969 2,050 20,938 6,446 2011 1965 350 West Bay St
Coventry, UK - 1,962 13,830 1,695 2,172 15,315 2,349 2015 2014 1 Glendale Way
Crawfordsville, IN - 720 17,239 1,426 720 18,665 3,344 2014 2013 517 Concord Road
Dallastown, PA - 1,377 16,797 - 1,377 16,797 1,121 2018 1979 100 West Queen Street
Danville, VA - 410 3,954 1,032 410 4,986 2,182 2003 1998 149 Executive Ct.
Danville, VA - 240 8,436 - 240 8,436 1,577 2014 1996 508 Rison Street
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Daphne, AL - 2,880 8,670 384 2,880 9,054 2,143 2012 2001 27440 County Road 13
Davenport, IA - 566 2,017 - 566 2,017 138 2018 1966 815 East Locust Street
Davenport, IA - 910 20,038 - 910 20,038 1,300 2018 2008 3800 Commerce Blvd.
Dayton, OH - 1,188 5,412 - 1,188 5,412 385 2018 1977 1974 North Fairfield Road
Dearborn Heights, MI - 1,197 3,394 - 1,197 3,394 266 2018 1964 26001 Ford Road
Decatur, GA - 1,413 13,796 - 1,413 13,796 857 2018 1977 2722 North Decatur Road
Delray Beach, FL - 1,158 13,572 - 1,158 13,572 912 2018 1998 16150 Jog Road
Delray Beach, FL - 2,125 11,840 - 2,125 11,840 818 2018 1998 16200 Jog Road
Denton, TX - 1,760 8,305 216 1,760 8,521 2,320 2010 2011 2125 Brinker Rd
Denver, CO - 3,222 24,804 - 3,222 24,804 1,547 2018 1988 290 South Monaco Parkway
Derby, UK - 2,359 8,539 776 2,527 9,147 1,220 2014 2015 Rykneld Road
Dover, DE - 600 22,266 141 600 22,407 5,944 2011 1984 1080 Silver Lake Blvd.
Dowagiac, MI - - - 2,603 825 1,778 21 2020 2006 29601 Amerihost Dr
Droitwich, UK - - - 16,380 3,895 12,485 - 2018 2020 Mulberry Tree Hill
Dublin, OH - 1,393 2,911 - 1,393 2,911 237 2018 2014 4075 W. Dublin-Granville Road
Dubuque, IA - 568 8,902 - 568 8,902 564 2018 1971 901 West Third Street
Dunedin, FL - 1,883 13,325 - 1,883 13,325 849 2018 1983 870 Patricia Avenue
Durham, NC - 1,476 10,659 3,085 1,476 13,744 12,561 1997 1999 4434 Ben Franklin Blvd.
Eagan, MN 15,890 2,260 31,643 300 2,260 31,943 4,397 2015 2004 3810 Alder Avenue
East Brunswick, NJ - 1,380 34,229 1,093 1,380 35,322 8,636 2011 1998 606 Cranbury Rd.
Eastbourne, UK - 4,071 24,438 3,062 4,508 27,063 4,457 2014 1999 Carew Road
Easton, PA - 1,109 7,500 - 1,109 7,500 651 2018 2015 4100 Freemansburg Avenue
Easton, PA - 1,430 13,396 - 1,430 13,396 898 2018 1981 2600 Northampton Street
Easton, PA - 1,620 10,049 - 1,620 10,049 796 2018 2000 4100 Freemansburg Avenue
Eden, NC - 390 4,877 86 390 4,963 2,277 2003 1998 314 W. Kings Hwy.
Edmond, OK - 410 8,388 - 410 8,388 1,988 2012 2001 15401 North Pennsylvania Avenue
Edmond, OK - 1,810 14,849 3,260 1,810 18,109 2,931 2014 1985 1225 Lakeshore Drive
Edmond, OK - 1,650 25,167 1,700 1,650 26,867 2,824 2014 2017 2709 East Danforth Road
Elizabeth City, NC - 200 2,760 2,197 200 4,957 2,487 1998 1999 400 Hastings Lane
Elk Grove Village, IL - 1,344 7,073 - 1,344 7,073 496 2018 1995 1940 Nerge Road Elk
Elk Grove Village, IL - 3,733 18,745 - 3,733 18,745 1,163 2018 1988 1920 Nerge Road
Encinitas, CA - 1,460 7,721 1,987 1,460 9,708 4,656 2000 1988 335 Saxony Rd.
Englewood, NJ - 930 4,514 26 930 4,540 1,354 2011 1966 333 Grand Avenue
Escondido, CA - 1,520 24,024 785 1,520 24,809 7,574 2011 1987 1500 Borden Rd
Eureka, KS - 50 3,950 71 50 4,021 568 2015 1994 1820 E River St
Everett, WA - 1,400 5,476 - 1,400 5,476 3,080 1999 1999 2015 Lake Heights Dr.
Exton, PA - 3,600 27,267 - 3,600 27,267 2,086 2017 2018 501 Thomas Jones Way
Fairfax, VA - 1,827 17,304 - 1,827 17,304 1,171 2018 1997 12469 Lee Jackson Mem Highway
Fairfax, VA - 4,099 17,614 - 4,099 17,614 1,166 2018 1990 12475 Lee Jackson Memorial Highway
Fairhope, AL - 570 9,119 112 570 9,231 2,164 2012 1987 50 Spring Run Road
Fall River, MA - 620 5,829 4,856 620 10,685 5,967 1996 1973 1748 Highland Ave.
Fanwood, NJ - 2,850 55,175 1,467 2,850 56,642 13,649 2011 1982 295 South Ave.
Faribault, MN - 780 11,539 300 780 11,839 1,578 2015 2003 828 1st Street NE
Farmington, CT - 1,693 10,455 - 1,693 10,455 722 2018 1997 45 South Road
Farnborough, UK - 2,036 5,737 834 2,254 6,353 998 2014 1980 Bruntile Close, Reading Road
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Fayetteville, PA - 2,150 20,173 - 2,150 20,173 4,633 2015 1991 6375 Chambersburg Road
Fayetteville, NY - 410 3,962 500 410 4,462 2,187 2001 1997 5125 Highbridge St.
Findlay, OH - 200 1,800 - 200 1,800 1,104 1997 1997 725 Fox Run Rd.
Fishers, IN - 1,500 14,500 21 1,500 14,521 4,357 2010 2000 9745 Olympia Dr.
Fishersville, VA - 788 2,101 3 788 2,104 908 2018 1998 83 Crossroad Lane
Flint, MI - 1,271 18,050 - 1,271 18,050 1,135 2018 1969 3011 North Center Road
Florence, NJ - 300 2,978 - 300 2,978 1,474 2002 1999 901 Broad St.
Flourtown, PA - 1,800 14,830 266 1,800 15,096 4,159 2011 1908 350 Haws Lane
Flower Mound, TX - 1,800 8,414 253 1,800 8,667 2,066 2011 2012 4141 Long Prairie Road
Floyd, VA - 680 3,618 4 680 3,622 679 2018 1979 237 Franklin Pike Rd SE
Flushing, MI - 690 1,701 - 690 1,701 178 2018 1999 640 Sunnyside Drive
Flushing, MI - 1,415 8,533 - 1,415 8,533 588 2018 1967 540 Sunnyside Drive
Forest City, NC - 320 4,497 208 320 4,705 2,113 2003 1999 493 Piney Ridge Rd.
Fort Ashby, WV - 330 19,566 356 330 19,922 5,139 2011 1980 Diane Drive, Box 686
Fort Collins, CO - 3,680 58,608 - 3,680 58,608 8,009 2015 2007 4750 Pleasant Oak Drive
Fort Collins, CO - 890 4,532 4 890 4,536 561 2018 1965 1005 East Elizabeth
Fort Worth, TX - 450 13,615 5,086 450 18,701 5,411 2010 2011 425 Alabama Ave.
Fountain Valley, CA - 5,259 9,375 - 5,259 9,375 619 2018 1988 11680 Warner Avenue
Franconia, NH - 360 11,320 70 360 11,390 3,062 2011 1971 93 Main Street
Fredericksburg, VA - 1,000 20,000 2,161 1,000 22,161 8,448 2005 1999 3500 Meekins Dr.
Fredericksburg, VA - 1,130 23,202 - 1,130 23,202 4,022 2014 2010 140 Brimley Drive
Ft. Myers, FL - 1,110 10,559 - 1,110 10,559 717 2018 1999 15950 McGregor Boulevard
Ft. Myers, FL - 2,139 18,235 - 2,139 18,235 1,210 2018 1990 1600 Matthew Drive
Ft. Myers, FL - 2,502 9,741 - 2,502 9,741 782 2018 2000 13881 Eagle Ridge Drive
Gainesville, FL - - - 31,462 2,374 29,088 964 2016 2018 3605 NW 83rd Street
Galesburg, IL - 1,708 3,839 - 1,708 3,839 258 2018 1964 280 East Losey Street
Gardner, KS - 200 2,800 93 200 2,893 433 2015 2000 869 Juniper Terrace
Gastonia, NC - 470 6,129 55 470 6,184 2,826 2003 1998 1680 S. New Hope Rd.
Gastonia, NC - 310 3,096 85 310 3,181 1,497 2003 1994 1717 Union Rd.
Gastonia, NC - 400 5,029 624 400 5,653 2,385 2003 1996 1750 Robinwood Rd.
Geneva, IL - 1,502 16,193 - 1,502 16,193 1,071 2018 2000 2388 Bricher Road
Georgetown, TX - 200 2,100 - 200 2,100 1,278 1997 1997 2600 University Dr., E.
Gig Harbor, WA - 3,000 4,461 - 3,000 4,461 362 2018 1990 3309 45th Street Court Northwest
Glen Ellyn, IL - 1,496 6,634 - 1,496 6,634 488 2018 2001 2S706 Park Boulevard
Granbury, TX - 2,550 2,940 777 2,550 3,717 1,015 2012 1996 916 East Highway 377
Granger, IN - 1,670 21,280 2,401 1,670 23,681 6,248 2010 2009 6330 North Fir Rd
Grapevine, TX - 2,220 17,648 112 2,220 17,760 2,451 2013 2014 4545 Merlot Drive
Greeley, CO - 1,077 18,051 - 1,077 18,051 1,877 2017 2009 5300 West 29th Street
Greensboro, NC - 330 2,970 643 330 3,613 1,669 2003 1996 5809 Old Oak Ridge Rd.
Greensboro, NC - 560 5,507 1,390 560 6,897 3,072 2003 1997 4400 Lawndale Dr.
Greenville, MI - - - 5,831 1,490 4,341 41 2020 2016 1515 Meijer Dr
Greenville, SC - 310 4,750 252 310 5,002 2,143 2004 1997 23 Southpointe Dr.
Greenville, SC - 1,751 8,771 - 1,751 8,771 596 2018 1966 600 Sulphur Springs Road
Greenville, SC - 947 1,445 - 947 1,445 164 2018 1976 601 Sulphur Springs Road
Greenville, NC - 290 4,393 328 290 4,721 2,097 2003 1998 2715 Dickinson Ave.
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Greenwood, IN - 1,550 22,770 81 1,550 22,851 6,128 2010 2007 2339 South SR 135
Grosse Pointe, MI - 867 2,385 - 867 2,385 170 2018 1964 21401 Mack Avenue
Groton, CT - 2,430 19,941 968 2,430 20,909 6,038 2011 1975 1145 Poquonnock Road
Hamilton, NJ - 440 4,469 - 440 4,469 2,206 2001 1998 1645 Whitehorse-Mercerville Rd.
Hanahan, SC - 1,934 3,986 - 1,934 3,986 322 2018 1989 1800 Eagle Landing Boulevard
Hanford, UK - 1,382 9,829 1,204 1,530 10,885 2,131 2013 2012 Bankhouse Road
Harrisburg, PA - 569 12,822 - 569 12,822 844 2018 2000 2625 Ailanthus Lane
Harrow, UK - 7,402 8,266 1,683 8,197 9,154 1,538 2014 2001 177 Preston Hill
Hastings, MI - - - 8,122 1,603 6,519 51 2020 2002 1821 N. East St
Hatboro, PA - - 28,112 1,771 - 29,883 7,692 2011 1996 3485 Davisville Road
Hatboro, PA - 1,192 7,608 - 1,192 7,608 683 2018 2000 779 West County Line Road
Hatfield, UK - 2,924 7,527 1,122 3,238 8,335 1,644 2013 2012 St Albans Road East
Hattiesburg, MS - 450 13,469 - 450 13,469 3,467 2010 2009 217 Methodist Hospital Blvd
Hemet, CA - 6,224 8,410 - 6,224 8,410 575 2018 1989 1717 West Stetson Avenue
Henry, IL - 1,860 3,688 - 1,860 3,688 239 2018 1987 1650 Old Indian Town Road
Hermitage, TN - 1,500 9,943 540 1,500 10,483 2,470 2011 2006 4131 Andrew Jackson Parkway
Herne Bay, UK - 1,900 24,353 3,585 2,104 27,734 5,757 2013 2011 165 Reculver Road
Hiawatha, KS - 40 4,210 29 40 4,239 619 2015 1996 400 Kansas Ave
Hickory, NC - 290 987 374 290 1,361 696 2003 1994 2530 16th St. N.E.
High Point, NC - 560 4,443 894 560 5,337 2,450 2003 2000 1568 Skeet Club Rd.
High Point, NC - 370 2,185 464 370 2,649 1,265 2003 1999 1564 Skeet Club Rd.
High Point, NC - 330 3,395 126 330 3,521 1,609 2003 1994 201 W. Hartley Dr.
High Point, NC - 430 4,143 186 430 4,329 1,937 2003 1998 1560 Skeet Club Rd.
Highlands Ranch, CO - 940 3,721 4,983 940 8,704 2,728 2002 1999 9160 S. University Blvd.
Hillsboro, OH - 1,792 6,339 - 1,792 6,339 589 2018 1983 1141 Northview Drive
Hinckley, UK - 2,159 4,194 682 2,391 4,644 1,003 2013 2013 Tudor Road
Hinsdale, IL - 4,033 24,280 - 4,033 24,280 1,517 2018 1971 600 W Ogden Avenue
Hockessin, DE - 1,120 6,308 1,247 1,120 7,555 1,385 2014 1992 100 Saint Claire Drive
Holton, KS - 40 7,460 13 40 7,473 1,018 2015 1996 410 Juniper Dr
Homewood, IL - 2,395 7,649 - 2,395 7,649 489 2018 1989 940 Maple Avenue
Howard, WI - 579 32,122 3,072 633 35,140 3,268 2017 2016 2790 Elm Tree Hill
Huntingdon Valley, PA - 1,150 3,728 - 1,150 3,728 355 2018 1993 3430 Huntingdon Pike
Hutchinson, KS - 600 10,590 397 600 10,987 4,525 2004 1997 2416 Brentwood
Independence, VA - 1,082 6,767 7 1,082 6,774 1,221 2018 1998 400 S Independence Ave
Indianapolis, IN - 870 14,688 - 870 14,688 2,729 2014 2014 1635 N Arlington Avenue
Indianapolis, IN - 1,105 6,642 - 1,105 6,642 428 2018 1979 8549 South Madison Avenue
Jackson, NJ - 6,500 26,405 3,107 6,500 29,512 6,091 2012 2001 2 Kathleen Drive
Jacksonville, FL - 750 25,231 115 750 25,346 2,963 2013 2014 5939 Roosevelt Boulevard
Jacksonville, FL - - 26,381 1,805 1,691 26,495 3,092 2013 2014 4000 San Pablo Parkway
Jacksonville, FL - 1,752 2,552 - 1,752 2,552 173 2018 1989 3648 University Blvd South
Jacksonville, FL - 2,182 9,488 - 2,182 9,488 689 2018 1980 8495 Normandy Blvd
Jefferson Hills, PA - 2,265 13,614 - 2,265 13,614 1,309 2018 1997 380 Wray Large Road
Jersey Shore, PA - 600 8,104 - 600 8,104 499 2018 1973 1008 Thompson Street
Kansas City, KS - 700 20,115 - 700 20,115 2,890 2015 2015 8900 Parallel Parkway
Katy, TX - 1,778 22,622 - 1,778 22,622 2,366 2017 2015 24802 Kingsland Boulevard
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Kensington, MD - 1,753 18,621 - 1,753 18,621 1,186 2018 2002 4301 Knowles Avenue
Kenwood, OH - 821 11,040 - 821 11,040 727 2018 2000 4580 East Galbraith Road
Kettering, OH - 1,229 4,701 - 1,229 4,701 352 2018 1977 3313 Wilmington Pike
King of Prussia, PA - 720 14,776 - 720 14,776 1,009 2018 1995 620 West Valley Forge Road
King of Prussia, PA - 1,205 4,725 - 1,205 4,725 381 2018 1990 600 West Valley Forge Road
Kingsford, MI - 1,362 10,594 - 1,362 10,594 727 2018 1968 1225 Woodward Avenue
Kingston, PA - 986 5,710 - 986 5,710 382 2018 1974 200 Second Avenue
Kirkstall, UK - 2,437 9,414 1,272 2,698 10,425 2,047 2013 2009 29 Broad Lane
Kokomo, IN - 710 16,044 - 710 16,044 2,974 2014 2014 2200 S. Dixon Rd
Lacey, WA - 2,582 18,175 - 2,582 18,175 1,175 2018 2012 4524 Intelco Loop SE
Lafayette, CO - 1,420 20,192 - 1,420 20,192 3,143 2015 2015 329 Exempla Circle
Lafayette, IN - 670 16,833 1 670 16,834 2,866 2015 2014 2402 South Street
Lakeway, TX - 5,142 23,203 - 5,142 23,203 4,717 2007 2011 2000 Medical Dr
Lakewood, CO - 2,160 28,091 62 2,160 28,153 5,037 2014 2010 7395 West Eastman Place
Lakewood Ranch, FL - 650 6,714 1,988 650 8,702 1,939 2011 2012 8230 Nature's Way
Lakewood Ranch, FL - 1,000 22,388 89 1,000 22,477 5,000 2012 2005 8220 Natures Way
Lancaster, PA - 1,680 14,039 - 1,680 14,039 1,557 2015 2017 31 Millersville Road
Lancaster, PA - 1,011 7,502 - 1,011 7,502 502 2018 1966 100 Abbeyville Road
Lapeer, MI - - - 10,621 1,827 8,794 65 2020 2004 101 Devonshire Dr
Largo, FL - 1,166 3,426 - 1,166 3,426 296 2018 1997 300 Highland Avenue Northeast
Las Vegas, NV - 580 23,420 - 580 23,420 5,846 2011 2002 2500 North Tenaya Way
Laureldale, PA - 1,171 14,420 - 1,171 14,420 931 2018 1980 2125 Elizabeth Avenue
Lawrence, KS - 250 8,716 - 250 8,716 1,923 2012 1996 3220 Peterson Road
Lebanon, PA - 728 10,367 - 728 10,367 733 2018 1998 100 Tuck Court
Lebanon, PA - 1,214 5,960 - 1,214 5,960 473 2018 1980 900 Tuck Street
Lee, MA - 290 18,135 926 290 19,061 9,316 2002 1998 600 & 620 Laurel St.
Leeds, UK - 1,974 13,239 1,634 2,186 14,661 2,160 2015 2013 100 Grove Lane
Leicester, UK - 3,060 24,410 2,950 3,388 27,032 5,645 2012 2010 307 London Road
Lenoir, NC - 190 3,748 920 190 4,668 2,047 2003 1998 1145 Powell Rd., N.E.
Lethbridge, AB 1,245 1,214 2,750 347 1,317 2,994 674 2014 2003 785 Columbia Boulevard West
Lexana, KS - 480 1,770 152 480 1,922 311 2015 1994 8710 Caenen Lake Rd
Lexington, NC - 200 3,900 1,123 200 5,023 2,359 2002 1997 161 Young Dr.
Libertyville, IL - 6,500 40,024 75 6,500 40,099 10,693 2011 2001 901 Florsheim Dr
Libertyville, IL - 2,993 11,546 - 2,993 11,546 732 2018 1988 1500 South Milwaukee
Lichfield, UK - 1,382 30,324 3,405 1,530 33,581 4,959 2015 2012 Wissage Road
Lillington, NC - 470 17,579 - 470 17,579 3,140 2014 2013 54 Red Mulberry Way
Lillington, NC - 500 16,451 - 500 16,451 2,759 2014 1999 2041 NC-210 N
Lincoln, NE - 390 13,807 95 390 13,902 3,884 2010 2000 7208 Van Dorn St.
Lititz, PA - 1,200 13,836 - 1,200 13,836 1,537 2015 2016 80 West Millport Road
Livermore, CA - 4,100 24,996 79 4,100 25,075 3,910 2014 1974 35 Fenton Street
Livonia, MI - 985 13,555 - 985 13,555 924 2018 1999 32500 Seven Mile Road
Livonia, MI - 1,836 2,277 - 1,836 2,277 185 2018 1960 28550 Five Mile Road
Longwood, FL - 1,260 6,445 - 1,260 6,445 1,742 2011 2011 425 South Ronald Reagan Boulevard
Los Angeles, CA - - 11,430 1,058 - 12,488 3,719 2008 1971 330 North Hayworth Avenue
Louisburg, KS - 280 4,320 44 280 4,364 601 2015 1996 202 Rogers St
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Louisville, KY - 490 10,010 2,768 490 12,778 5,419 2005 1978 4604 Lowe Rd
Loxley, UK - 1,369 15,668 2,636 1,516 18,157 3,551 2013 2008 Loxley Road
Lutherville, MD - 1,100 19,786 1,744 1,100 21,530 5,663 2011 1988 515 Brightfield Road
Lynchburg, VA - 340 16,114 - 340 16,114 2,923 2014 2013 189 Monica Blvd
Lynchburg, VA - 2,904 3,696 - 2,904 3,696 244 2018 1978 2200 Landover Place
Lynnwood, WA - 2,302 5,632 - 2,302 5,632 378 2018 1987 3701 188th Street
Macomb, IL - 1,586 4,058 - 1,586 4,058 260 2018 1966 8 Doctors Lane
Macungie, PA - 960 29,033 84 960 29,117 7,618 2011 1994 1718 Spring Creek Road
Manalapan, NJ - 900 22,624 760 900 23,384 5,745 2011 2001 445 Route 9 South
Manassas, VA - 750 7,446 1,103 750 8,549 3,484 2003 1996 8341 Barrett Dr.
Mankato, MN - 1,460 32,104 300 1,460 32,404 4,285 2015 2006 100 Dublin Road
Marietta, OH - 1,149 9,373 - 1,149 9,373 614 2018 1977 5001 State Route 60
Marietta, GA - 2,406 12,229 - 2,406 12,229 784 2018 1980 4360 Johnson Ferry Place
Marietta, PA - 1,050 13,633 537 1,050 14,170 1,944 2015 1999 2760 Maytown Road
Marion, IN - 720 9,604 - 720 9,604 2,465 2014 2012 614 W. 14th Street
Marion, IN - 990 9,190 824 990 10,014 2,322 2014 1976 505 N. Bradner Avenue
Marion, OH - 2,768 17,415 - 2,768 17,415 1,453 2018 2004 400 Barks Road West
Marlborough, UK - 2,677 6,822 1,021 2,965 7,555 1,240 2014 1999 The Common
Martinsville, VA - 349 - - 349 - - 2003 1900 Rolling Hills Rd. & US Hwy. 58
Matawan, NJ - 1,830 20,618 166 1,830 20,784 5,370 2011 1965 625 State Highway 34
Matthews, NC - 560 4,738 137 560 4,875 2,252 2003 1998 2404 Plantation Center Dr.
McHenry, IL - 1,576 - - 1,576 - - 2006 1900 5200 Block of Bull Valley Road
McMurray, PA - 1,440 15,805 3,894 1,440 19,699 4,738 2010 2011 240 Cedar Hill Dr
Medicine Hat, AB 2,046 932 5,566 564 1,012 6,050 1,082 2014 1999 65 Valleyview Drive SW
Mentor, OH - 1,827 9,938 - 1,827 9,938 660 2018 1985 8200 Mentor Hills Drive
Mercerville, NJ - 860 9,929 173 860 10,102 2,922 2011 1967 2240 White Horse- Merceville Road
Meriden, CT - 1,300 1,472 233 1,300 1,705 961 2011 1968 845 Paddock Ave
Miamisburg, OH - 786 3,232 - 786 3,232 303 2018 1983 450 Oak Ridge Boulevard
Middleburg Heights, OH - 960 7,780 472 960 8,252 3,326 2004 1998 15435 Bagley Rd.
Middleton, WI - 420 4,006 600 420 4,606 2,141 2001 1991 6701 Stonefield Rd.
Milton Keynes, UK - 1,826 18,654 2,199 2,022 20,657 3,141 2015 2007 Tunbridge Grove, Kents Hill
Minnetonka, MN - 2,080 24,360 1,806 2,080 26,166 6,883 2012 1999 500 Carlson Parkway
Mishawaka, IN - 740 10,698 - 740 10,698 3,023 2014 2013 60257 Bodnar Blvd
Moline, IL - 2,946 18,672 - 2,946 18,672 1,158 2018 1964 833 Sixteenth Avenue
Monmouth Junction, NJ - 720 6,209 86 720 6,295 1,919 2011 1996 2 Deer Park Drive
Monroe, NC - 470 3,681 839 470 4,520 2,050 2003 2001 918 Fitzgerald St.
Monroe, NC - 310 4,799 922 310 5,721 2,585 2003 2000 919 Fitzgerald St.
Monroe, NC - 450 4,021 386 450 4,407 1,955 2003 1997 1316 Patterson Ave.
Monroe Township, NJ - 3,250 27,771 765 3,250 28,536 3,767 2015 1996 319 Forsgate Drive
Monroeville, PA - 1,216 12,749 - 1,216 12,749 1,006 2018 1997 120 Wyngate Drive
Monroeville, PA - 1,237 3,641 - 1,237 3,641 383 2018 1996 885 MacBeth Drive
Montgomeryville, PA - 1,176 9,824 - 1,176 9,824 686 2018 1989 640 Bethlehem Pike
Montville, NJ - 3,500 31,002 1,699 3,500 32,701 8,126 2011 1988 165 Changebridge Rd.
Moorestown, NJ - 4,143 23,902 - 4,143 23,902 4,655 2012 2014 250 Marter Avenue
Morehead City, NC - 200 3,104 1,787 200 4,891 2,483 1999 1999 107 Bryan St.
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Morrison, CO - 2,720 16,261 17 2,720 16,278 1,983 2018 1974 150 Spring Street
Moulton, UK - 1,695 12,510 2,079 1,711 14,573 1,368 2017 1995 Northampton Lane North
Mountainside, NJ - 3,097 7,807 - 3,097 7,807 525 2018 1988 1180 Route 22
Mt. Pleasant, MI - - - 8,330 1,863 6,467 57 2020 2013 2378 S. Lincoln Rd
Naperville, IL - 3,470 29,547 62 3,470 29,609 8,046 2011 2001 504 North River Road
Naples, FL - 1,222 10,639 - 1,222 10,639 749 2018 1998 6125 Rattlesnake Hammock Road
Naples, FL - 1,672 23,119 - 1,672 23,119 1,813 2018 1993 1000 Lely Palms Drive
Naples, FL - 1,854 12,398 - 1,854 12,398 786 2018 1987 3601 Lakewood Boulevard
Nashville, TN - 4,910 29,590 - 4,910 29,590 9,905 2008 2007 15 Burton Hills Boulevard
Naugatuck, CT - 1,200 15,826 199 1,200 16,025 4,382 2011 1980 4 Hazel Avenue
Needham, MA - 1,610 12,667 - 1,610 12,667 5,960 2002 1994 100 West St.
New Lenox, IL - 1,225 21,575 - 1,225 21,575 1,067 2019 2007 1023 South Cedar Rd
New Moston, UK - 1,480 4,378 630 1,639 4,849 991 2013 2010 90a Broadway
Newark, DE - 560 21,220 2,442 560 23,662 9,189 2004 1998 200 E. Village Rd.
Newcastle Under Lyme, UK - 1,110 5,655 728 1,230 6,263 1,223 2013 2010 Hempstalls Lane
Newcastle-under-Lyme, UK - 1,125 5,537 716 1,246 6,132 1,006 2014 1999 Silverdale Road
Newport News, VA - 839 6,077 6 839 6,083 1,071 2018 1998 12997 Nettles Dr
Norman, OK - 55 1,484 - 55 1,484 1,000 1995 1995 1701 Alameda Dr.
Norman, OK - 1,480 33,330 - 1,480 33,330 7,285 2012 1985 800 Canadian Trails Drive
North Augusta, SC - 332 2,558 - 332 2,558 1,467 1999 1998 105 North Hills Dr.
North Cape May, NJ - 77 151 4,294 77 4,445 328 2015 1988 610 Town Bank Road
Northampton, UK - 5,182 17,348 2,420 5,738 19,212 3,900 2013 2011 Cliftonville Road
Northampton, UK - 2,013 6,257 889 2,230 6,929 1,068 2014 2014 Cliftonville Road
Northbrook, IL - 1,298 13,337 - 1,298 13,337 866 2018 1999 3240 Milwaukee Avenue
Nuneaton, UK - 3,325 8,983 1,321 3,682 9,947 1,944 2013 2011 132 Coventry Road
Nuthall, UK - 1,628 6,263 848 1,803 6,936 1,055 2014 2014 172A Nottingham Road
Nuthall, UK - 2,498 10,436 1,390 2,767 11,557 2,282 2013 2011 172 Nottingham Road
Oak Lawn, IL - 2,418 5,426 - 2,418 5,426 350 2018 1977 9401 South Kostner Avenue
Oak Lawn, IL - 3,876 7,985 - 3,876 7,985 534 2018 1960 6300 W 95th Street
Oakland, CA - 4,760 16,143 282 4,760 16,425 2,808 2014 2002 468 Perkins Street
Ocala, FL - 1,340 10,564 105 1,340 10,669 3,369 2008 2009 2650 SE 18TH Avenue
Oklahoma City, OK - 590 7,513 - 590 7,513 2,589 2007 2008 13200 S. May Ave
Oklahoma City, OK - 760 7,017 - 760 7,017 2,401 2007 2009 11320 N. Council Road
Oklahoma City, OK - - - 17,862 1,590 16,272 563 2014 2016 2800 SW 131st Street
Olathe, KS - 1,930 19,765 553 1,930 20,318 2,998 2016 2015 21250 W 151 Street
Omaha, NE - 370 10,230 - 370 10,230 2,916 2010 1998 11909 Miracle Hills Dr.
Omaha, NE - 380 8,769 - 380 8,769 2,641 2010 1999 5728 South 108th St.
Ona, WV - 950 7,460 - 950 7,460 2,049 2015 2007 100 Weatherholt Drive
Oneonta, NY - 80 5,020 - 80 5,020 1,697 2007 1996 1846 County Highway 48
Orange Park, FL - 2,201 4,016 - 2,201 4,016 361 2018 1990 570 Wells Road
Orem, UT - 2,150 24,107 - 2,150 24,107 3,264 2015 2014 250 East Center Street
Osage City, KS - 50 1,700 142 50 1,842 311 2015 1996 1403 Laing St
Osawatomie, KS - 130 2,970 136 130 3,106 477 2015 2003 1520 Parker Ave
Ottawa, KS - 160 6,590 44 160 6,634 928 2015 2007 2250 S Elm St
Overland Park, KS - 4,500 29,105 38,441 8,230 63,816 19,060 2010 1988 6101 W 119th St
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Overland Park, KS - 410 2,840 92 410 2,932 469 2015 2004 14430 Metcalf Ave
Overland Park, KS - 1,300 25,311 677 1,300 25,988 3,760 2016 2015 7600 Antioch Road
Owasso, OK - 215 1,380 - 215 1,380 866 1996 1996 12807 E. 86th Place N.
Owensboro, KY - 225 13,275 - 225 13,275 5,736 2005 1964 1205 Leitchfield Rd.
Owenton, KY - 100 2,400 - 100 2,400 1,206 2005 1979 905 Hwy. 127 N.
Palm Beach Gardens, FL - 2,082 6,622 - 2,082 6,622 490 2018 1991 11375 Prosperity Farms Road
Palm Coast, FL - 870 10,957 102 870 11,059 3,352 2008 2010 50 Town Ct.
Palm Desert, CA - 6,195 8,918 - 6,195 8,918 599 2018 1989 74350 Country Club Drive
Palm Harbor, FL - 1,306 13,807 - 1,306 13,807 962 2018 1997 2895 Tampa Road
Palm Harbor, FL - 3,281 22,450 - 3,281 22,450 1,535 2018 1990 2851 Tampa Road
Palos Heights, IL - 1,225 12,453 - 1,225 12,453 795 2018 1999 7880 West College Drive
Palos Heights, IL - 3,431 28,803 - 3,431 28,803 1,776 2018 1987 7850 West College Drive
Palos Heights, IL - 2,590 7,644 - 2,590 7,644 490 2018 1996 11860 Southwest Hwy
Panama City Beach, FL - 900 6,402 734 900 7,136 1,520 2011 2005 6012 Magnolia Beach Road
Paola, KS - 190 5,610 59 190 5,669 809 2015 2000 601 N. East Street
Parma, OH - 960 12,718 - 960 12,718 870 2018 1998 9205 Sprague Road
Parma, OH - 1,833 10,314 - 1,833 10,314 794 2018 2006 9055 West Sprague Road
Paulsboro, NJ - 3,264 8,023 - 3,264 8,023 555 2018 1987 550 Jessup Road
Paw Paw, MI - - - 7,289 1,687 5,602 51 2020 2012 677 Hazen
Perrysburg, OH - 1,456 5,431 - 1,456 5,431 379 2018 1973 10540 Fremont Pike
Perrysburg, OH - 1,213 7,108 - 1,213 7,108 460 2018 1978 10542 Fremont Pike
Philadelphia, PA - 2,930 10,433 3,536 2,930 13,969 4,088 2011 1952 1526 Lombard Street
Phillipsburg, NJ - 800 21,175 238 800 21,413 5,858 2011 1992 290 Red School Lane
Phillipsburg, NJ - 300 8,114 101 300 8,215 2,249 2011 1905 843 Wilbur Avenue
Pikesville, MD - - 2,487 - - 2,487 151 2018 1998 8911 Reisterstown Road
Pikesville, MD - 4,247 8,379 - 4,247 8,379 605 2018 1996 8909 Reisterstown Road
Pinehurst, NC - 290 2,690 521 290 3,211 1,535 2003 1998 17 Regional Dr.
Piqua, OH - 204 1,885 - 204 1,885 1,114 1997 1997 1744 W. High St.
Piscataway, NJ - 3,100 33,501 - 3,100 33,501 3,315 2013 2017 10 Sterling Drive
Pittsburgh, PA - 603 11,354 - 603 11,354 772 2018 1998 1125 Perry Highway
Pittsburgh, PA - 1,005 15,160 - 1,005 15,160 992 2018 1997 505 Weyman Road
Pittsburgh, PA - 1,140 3,164 - 1,140 3,164 209 2018 1962 550 South Negley Avenue
Pittsburgh, PA - 994 3,789 - 994 3,789 356 2018 1986 2170 Rhine Street
Pittsburgh, PA - 761 4,213 - 761 4,213 267 2018 1965 5609 Fifth Avenue
Pittsburgh, PA - 1,480 9,712 - 1,480 9,712 718 2018 1986 1105 Perry Highway
Pittsburgh, PA - 1,139 5,844 - 1,139 5,844 423 2018 1986 1848 Greentree Road
Pittsburgh, PA - 1,750 8,572 6,320 1,750 14,892 4,061 2005 1998 100 Knoedler Rd.
Plainview, NY - 3,990 11,969 1,713 3,990 13,682 3,719 2011 1963 150 Sunnyside Blvd
Plano, TX - 1,840 20,152 560 1,840 20,712 2,802 2016 2016 3325 W Plano Parkway
Plattsmouth, NE - 250 5,650 - 250 5,650 1,694 2010 1999 1913 E. Highway 34
Poole, UK - 3,520 17,691 - 3,520 17,691 652 2019 2019 Kingsmill Road
Potomac, MD - 1,448 14,622 - 1,448 14,622 939 2018 1994 10718 Potomac Tennis Lane
Potomac, MD - 4,119 14,916 - 4,119 14,916 989 2018 1988 10714 Potomac Tennis Lane
Pottstown, PA - 984 4,563 - 984 4,563 325 2018 1907 724 North Charlotte Street
Pottsville, PA - 171 3,559 - 171 3,559 237 2018 1976 420 Pulaski Drive
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Prior Lake, MN 13,320 1,870 29,849 300 1,870 30,149 3,983 2015 2003 4685 Park Nicollet Avenue
Raleigh, NC - 7,598 88,870 904 7,598 89,774 8,796 2008 2017 4030 Cardinal at North Hills St
Raleigh, NC - 3,530 59,589 - 3,530 59,589 12,968 2012 2002 5301 Creedmoor Road
Raleigh, NC - 2,580 16,837 - 2,580 16,837 3,901 2012 1988 7900 Creedmoor Road
Reading, PA - 980 19,906 140 980 20,046 5,407 2011 1994 5501 Perkiomen Ave
Red Bank, NJ - 1,050 21,275 1,158 1,050 22,433 5,431 2011 1997 One Hartford Dr.
Redondo Beach, CA - - 9,557 711 - 10,268 7,787 2011 1957 514 North Prospect Ave
Reidsville, NC - 170 3,830 1,383 170 5,213 2,265 2002 1998 2931 Vance St.
Richardson, TX - 1,468 12,975 - 1,468 12,975 867 2018 1999 410 Buckingham Road
Richmond, IN - 700 14,222 393 700 14,615 2,142 2016 2015 400 Industries Road
Richmond, VA - 3,261 17,974 - 3,261 17,974 1,141 2018 1990 1719 Bellevue Avenue
Richmond, VA - 1,046 8,233 - 1,046 8,233 559 2018 1966 2125 Hilliard Road
Roanoke, VA - 748 4,483 5 748 4,488 996 2018 1997 4355 Pheasant Ridge Rd
Rockford, MI - - - 15,932 2,386 13,546 85 2020 2014 6070 Northland Dr
Rockville Centre, NY - 4,290 20,310 1,379 4,290 21,689 5,552 2011 2002 260 Maple Ave
Rockwall, TX - 2,220 17,650 112 2,220 17,762 2,508 2012 2014 720 E Ralph Hall Parkway
Romeoville, IL - 1,895 - - 1,895 - - 2006 1900 Grand Haven Circle
Roseville, MN - 2,140 24,679 100 2,140 24,779 3,318 2015 1989 2750 North Victoria Street
Rugeley, UK - 1,900 10,262 1,306 2,104 11,364 2,351 2013 2010 Horse Fair
Ruston, LA - 710 9,790 - 710 9,790 2,715 2011 1988 1401 Ezelle St
S Holland, IL - 1,423 8,907 - 1,423 8,907 609 2018 1997 2045 East 170th Street
Salem, OR - 449 5,171 1 449 5,172 2,949 1999 1998 1355 Boone Rd. S.E.
Salisbury, NC - 370 5,697 390 370 6,087 2,700 2003 1997 2201 Statesville Blvd.
San Angelo, TX - 260 8,800 425 260 9,225 3,797 2004 1997 2695 Valleyview Blvd.
San Angelo, TX - 1,050 24,689 1,361 1,050 26,050 4,374 2014 1999 6101 Grand Court Road
San Antonio, TX - 1,499 12,658 - 1,499 12,658 836 2018 2000 15290 Huebner Road
San Antonio, TX - - 17,303 - - 17,303 9,129 2007 2007 8902 Floyd Curl Dr.
San Diego, CA - - 22,003 1,845 - 23,848 7,260 2008 1992 555 Washington St.
San Juan Capistrano, CA - 1,390 6,942 1,506 1,390 8,448 3,880 2000 2001 30311 Camino Capistrano
Sand Springs, OK - 910 19,654 - 910 19,654 4,376 2012 2002 4402 South 129th Avenue West
Sandusky, MI - - - 7,706 967 6,739 45 2020 2008 70 W. Argyle Ave
Sarasota, FL - 475 3,175 - 475 3,175 2,064 1996 1995 8450 McIntosh Rd.
Sarasota, FL - 4,101 11,204 - 4,101 11,204 1,190 2018 1993 5401 Sawyer Road
Sarasota, FL - 1,370 4,082 - 1,370 4,082 278 2018 1968 3250 12th Street
Sarasota, FL - 2,792 11,173 - 2,792 11,173 737 2018 1993 5511 Swift Road
Sarasota, FL - 3,360 19,140 - 3,360 19,140 4,684 2011 2006 6150 Edgelake Drive
Sarasota, FL - 443 8,892 - 443 8,892 649 2018 1998 5509 Swift Road
Scranton, PA - 440 17,609 - 440 17,609 3,029 2014 2005 2741 Blvd. Ave
Scranton, PA - 320 12,144 1 320 12,145 2,082 2014 2013 2751 Boulevard Ave
Seminole, FL - 1,165 8,975 - 1,165 8,975 634 2018 1998 9300 Antilles Drive
Seven Fields, PA - 484 4,663 59 484 4,722 2,695 1999 1999 500 Seven Fields Blvd.
Sewell, NJ - 3,127 14,090 - 3,127 14,090 1,059 2018 2010 378 Fries Mill Road
Shawnee, OK - 80 1,400 - 80 1,400 903 1996 1995 3947 Kickapoo
Shelbyville, KY - 630 3,870 630 630 4,500 1,789 2005 1965 1871 Midland Trail
Silver Spring, MD - 1,469 10,392 - 1,469 10,392 687 2018 1995 2505 Musgrove Road
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Silver Spring, MD - 4,678 11,679 - 4,678 11,679 823 2018 1990 2501 Musgrove Road
Silvis, IL - 880 16,420 139 880 16,559 4,580 2010 2005 1900 10th St.
Sinking Spring, PA - 1,393 19,842 - 1,393 19,842 1,296 2018 1982 3000 Windmill Road
Sittingbourne, UK - 1,357 6,539 848 1,503 7,241 1,142 2014 1997 200 London Road
Smithfield, NC - 290 5,680 508 290 6,188 2,632 2003 1998 830 Berkshire Rd.
Smithfield, NC - 360 8,216 - 360 8,216 1,408 2014 1999 250 Highway 210 West
South Bend, IN - 670 17,770 - 670 17,770 3,176 2014 2014 52565 State Road 933
South Point, OH - 1,135 9,387 - 1,135 9,387 614 2018 1984 7743 County Road 1
Southampton, UK - 1,519 16,041 1,250 1,627 17,183 1,506 2017 2013 Botley Road, Park Gate
Southbury, CT - 1,860 23,613 958 1,860 24,571 6,218 2011 2001 655 Main St
Spokane, WA - 2,649 11,699 - 2,649 11,699 774 2018 1985 6025 North Assembly Street
Springfield, IL - 990 13,378 1,085 990 14,463 2,536 2014 2013 3089 Old Jacksonville Road
St. Louis, MO - 1,890 12,390 837 1,890 13,227 3,365 2010 1963 6543 Chippewa St
St. Paul, MN - 2,100 33,019 100 2,100 33,119 4,396 2015 1996 750 Mississippi River
Stafford, UK - 2,009 8,238 730 2,152 8,825 1,009 2014 2016 Stone Road
Stamford, UK - 1,820 3,238 543 2,015 3,586 603 2014 1998 Priory Road
Statesville, NC - 150 1,447 377 150 1,824 827 2003 1990 2441 E. Broad St.
Statesville, NC - 310 6,183 164 310 6,347 2,811 2003 1996 2806 Peachtree Place
Statesville, NC - 140 3,627 53 140 3,680 1,676 2003 1999 2814 Peachtree Rd.
Staunton, VA - 899 6,391 6 899 6,397 1,153 2018 1999 1410 N Augusta St
Sterling Heights, MI - 790 10,784 - 790 10,784 718 2018 1996 11095 East Fourteen Mile Road
Sterling Heights, MI - 1,583 15,634 - 1,583 15,634 1,057 2018 2013 38200 Schoenherr Road
Stillwater, OK - 80 1,400 - 80 1,400 905 1995 1995 1616 McElroy Rd.
Stratford-upon-Avon, UK - 790 14,508 1,643 874 16,067 2,370 2015 2012 Scholars Lane
Stroudsburg, PA - 340 16,313 - 340 16,313 3,143 2014 2011 370 Whitestone Corner Road
Sunbury, PA - 695 7,244 - 695 7,244 463 2018 1981 800 Court Street Circle
Sunnyvale, CA - 4,946 22,123 - 4,946 22,123 1,408 2018 1990 1150 Tilton Drive
Superior, WI - 1,020 13,735 6,159 1,020 19,894 4,005 2009 2010 1915 North 34th Street
Tacoma, WA - 2,522 8,573 - 2,522 8,573 558 2018 1984 5601 South Orchard Southtreet
Tampa, FL - 1,315 6,911 - 1,315 6,911 531 2018 1999 14950 Casey Road
Terre Haute, IN - 1,370 18,016 - 1,370 18,016 2,990 2015 2015 395 8th Avenue
Texarkana, TX - 192 1,403 - 192 1,403 880 1996 1996 4204 Moores Lane
The Villages, FL - 1,035 7,446 - 1,035 7,446 1,551 2013 2014 2450 Parr Drive
Thomasville, GA - 530 12,520 1,347 530 13,867 2,766 2011 2006 423 Covington Avenue
Three Rivers, MI - 1,255 2,760 - 1,255 2,760 241 2018 1976 517 South Erie Southtreet
Tomball, TX - 1,050 13,300 840 1,050 14,140 3,538 2011 2001 1221 Graham Dr
Toms River, NJ - 3,466 23,311 - 3,466 23,311 1,742 2019 2006 1657 Silverton Rd
Tonganoxie, KS - 310 3,690 76 310 3,766 593 2015 2009 120 W 8th St
Topeka, KS - 260 12,712 - 260 12,712 2,923 2012 2011 1931 Southwest Arvonia Place
Towson, MD - 1,715 13,111 - 1,715 13,111 865 2018 2000 8101 Bellona Avenue
Towson, MD - 3,100 6,465 - 3,100 6,465 408 2018 1960 509 East Joppa Road
Towson, MD - 4,527 3,126 - 4,527 3,126 249 2018 1970 7001 North Charles Street
Troy, MI - 1,381 24,445 - 1,381 24,445 1,543 2018 2006 925 West South Boulevard
Troy, OH - 200 2,000 4,254 200 6,254 2,513 1997 1997 81 S. Stanfield Rd.
Trumbull, CT - 4,440 43,384 - 4,440 43,384 11,166 2011 2001 6949 Main Street
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Tulsa, OK - 1,390 7,110 1,102 1,390 8,212 2,542 2010 1998 7220 S. Yale Ave.
Tulsa, OK - 1,320 10,087 - 1,320 10,087 2,417 2011 2012 7902 South Mingo Road East
Tulsa, OK - 1,100 27,007 2,233 1,100 29,240 3,182 2015 2017 18001 East 51st Street
Tulsa, OK 12,935 1,752 28,421 - 1,752 28,421 2,830 2017 2014 701 W 71st Street South
Tulsa, OK - 890 9,410 - 890 9,410 836 2017 2009 7210 South Yale Avenue
Tustin, CA - 840 15,299 537 840 15,836 4,448 2011 1965 240 East 3rd St
Twinsburg, OH - 1,446 5,919 - 1,446 5,919 432 2018 2014 8551 Darrow Road
Union, KY - - - 33,617 2,242 31,375 558 2018 2020 9255 US-42
Union, SC - 1,932 2,372 - 1,932 2,372 242 2018 1981 709 Rice Avenue
Valparaiso, IN - 112 2,558 - 112 2,558 1,326 2001 1998 2601 Valparaiso St.
Valparaiso, IN - 108 2,962 - 108 2,962 1,519 2001 1999 2501 Valparaiso St.
Vancouver, WA - 2,503 28,393 - 2,503 28,393 1,777 2018 2011 2811 N.E. 139th Street
Venice, FL - 1,150 10,674 111 1,150 10,785 3,324 2008 2009 1600 Center Rd.
Venice, FL - 2,246 10,094 - 2,246 10,094 710 2018 1997 1450 East Venice Avenue
Vero Beach, FL - 263 3,187 - 263 3,187 1,626 2001 1999 420 4th Ct.
Vero Beach, FL - 297 3,263 - 297 3,263 1,673 2001 1996 410 4th Ct.
Virginia Beach, VA - 1,540 22,593 - 1,540 22,593 3,925 2014 1993 5520 Indian River Rd
Voorhees, NJ - 1,800 37,299 671 1,800 37,970 10,209 2011 1965 2601 Evesham Road
Voorhees, NJ - 3,100 25,950 26 3,100 25,976 6,004 2011 2013 113 South Route 73
Voorhees, NJ - 2,193 6,990 - 2,193 6,990 511 2018 2006 1086 Dumont Circle
W Palm Beach, FL - 1,175 8,294 - 1,175 8,294 595 2018 1996 2330 Village Boulevard
W Palm Beach, FL - 1,921 5,731 - 1,921 5,731 397 2018 1996 2300 Village Boulevard
Wabash, IN - 670 14,588 1 670 14,589 2,713 2014 2013 20 John Kissinger Drive
Waconia, MN - 890 14,726 4,495 890 19,221 4,592 2011 2005 500 Cherry Street
Wake Forest, NC - 200 3,003 2,084 200 5,087 2,531 1998 1999 611 S. Brooks St.
Wallingford, PA - 1,356 6,487 - 1,356 6,487 483 2018 1930 115 South Providence Road
Walnut Creek, CA - 4,358 18,407 - 4,358 18,407 1,202 2018 1997 1975 Tice Valley Boulevard
Walnut Creek, CA - 5,394 39,084 - 5,394 39,084 2,426 2018 1990 1226 Rossmoor Parkway
Walsall, UK - 1,184 8,562 1,047 1,312 9,481 1,481 2015 2015 Little Aston Road
Wamego, KS - 40 2,510 57 40 2,567 372 2015 1996 1607 4th St
Wareham, MA - 875 10,313 1,701 875 12,014 6,070 2002 1989 50 Indian Neck Rd.
Warren, NJ - 2,000 30,810 1,337 2,000 32,147 7,798 2011 1999 274 King George Rd
Waterloo, IA - 605 3,030 - 605 3,030 218 2018 1964 201 West Ridgeway Avenue
Wayne, NJ - 1,427 15,674 - 1,427 15,674 1,301 2018 1998 800 Hamburg Turnpike
Wellingborough, UK - 1,480 5,724 774 1,639 6,339 1,102 2015 2015 159 Northampton
West Bend, WI - 620 17,790 38 620 17,828 4,256 2010 2011 2130 Continental Dr
West Des Moines, IA - 828 5,103 - 828 5,103 372 2018 2006 5010 Grand Ridge Drive
West Milford, NJ - 1,960 24,614 - 1,960 24,614 1,406 2019 2000 197 Cahill Cross Road
West Orange, NJ - 1,347 19,389 - 1,347 19,389 1,507 2018 1998 510 Prospect Avenue
West Reading, PA - 890 12,118 - 890 12,118 749 2018 1975 425 Buttonwood Street
Westerville, OH - 740 8,287 4,146 740 12,433 10,835 1998 2001 690 Cooper Rd.
Westerville, OH - - - 25,574 2,566 23,008 194 2017 2020 702 Polaris Parkway
Westerville, OH - 1,420 5,371 - 1,420 5,371 369 2018 1982 1060 Eastwind Drive
Westerville, OH - 1,582 10,279 - 1,582 10,279 719 2018 1980 215 Huber Village Boulevard
Westfield, IN - 890 15,964 1 890 15,965 2,943 2014 2013 937 E. 186th Street
(Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Triple-net:
Westlake, OH - 855 11,963 - 855 11,963 805 2018 1997 28400 Center Ridge Road
Weston Super Mare, UK - 2,517 7,054 1,028 2,787 7,812 1,535 2013 2011 141b Milton Road
Wheaton, MD - 3,864 3,788 - 3,864 3,788 270 2018 1961 11901 Georgia Avenue
Whippany, NJ - 1,571 14,977 - 1,571 14,977 1,014 2018 2000 18 Eden Lane
Whitehall, MI - - - 8,434 1,645 6,789 54 2020 2012 6827 Whitehall Rd
Wichita, KS - 1,400 11,000 - 1,400 11,000 5,732 2006 1997 505 North Maize Road
Wichita, KS - 860 8,873 - 860 8,873 2,323 2011 2012 10604 E 13th Street North
Wichita, KS 12,300 630 19,747 - 630 19,747 4,352 2012 2009 2050 North Webb Road
Wichita, KS - 260 2,240 129 260 2,369 346 2015 1992 900 N Bayshore Dr
Wichita, KS - 900 10,134 - 900 10,134 2,504 2011 2012 10600 E 13th Street North
Wilkes-Barre, PA - 570 2,301 686 570 2,987 1,035 2011 1992 300 Courtright Street
Wilkes-Barre, PA - 753 3,456 - 753 3,456 272 2018 1970 1548 Sans Souci Parkway
Williamsburg, VA - 1,187 5,728 6 1,187 5,734 1,069 2018 2000 1811 Jamestown Rd
Williamsport, PA - 919 6,924 - 919 6,924 468 2018 1976 300 Leader Drive
Williamsport, PA - 780 1,898 - 780 1,898 170 2018 1972 101 Leader Drive
Williamstown, KY - 70 6,430 - 70 6,430 2,797 2005 1987 201 Kimberly Lane
Willoughby, OH - 1,774 8,653 - 1,774 8,653 592 2018 1974 37603 Euclid Avenue
Wilmington, DE - 800 9,494 114 800 9,608 2,769 2011 1970 810 S Broom Street
Wilmington, DE - 1,376 13,450 - 1,376 13,450 892 2018 1998 700 1/2 Foulk Road
Wilmington, DE - 2,843 36,948 - 2,843 36,948 2,356 2018 1988 5651 Limestone Road
Wilmington, DE - 2,266 9,500 - 2,266 9,500 647 2018 1984 700 Foulk Road
Wilmington, NC - 210 2,991 - 210 2,991 1,701 1999 1999 3501 Converse Dr.
Wilmington, NC - 400 15,355 - 400 15,355 2,759 2014 2012 3828 Independence Blvd
Windsor, VA - 1,148 6,514 7 1,148 6,521 1,213 2018 1999 23352 Courthouse Hwy
Winston-Salem, NC - 360 2,514 509 360 3,023 1,406 2003 1996 2980 Reynolda Rd.
Winter Garden, FL - 1,110 7,937 - 1,110 7,937 1,855 2012 2013 720 Roper Road
Winter Springs, FL - 1,152 14,822 - 1,152 14,822 972 2018 1999 1057 Willa Springs Drive
Witherwack, UK - 944 6,915 844 1,045 7,658 1,506 2013 2009 Whitchurch Road
Wolverhampton, UK - 1,573 6,678 886 1,742 7,395 1,467 2013 2011 378 Prestonwood Road
Woodbury, MN - 1,317 20,935 298 1,317 21,233 2,275 2017 2015 2195 Century Avenue South
Woodstock, VA - 594 5,108 5 594 5,113 850 2018 2001 803 S Main St
Worcester, MA - 3,500 54,099 - 3,500 54,099 15,931 2007 2009 101 Barry Road
Worcester, MA - 2,300 9,060 6,000 2,300 15,060 5,708 2008 1993 378 Plantation St.
Yardley, PA - 773 14,914 - 773 14,914 1,035 2018 1995 493 Stony Hill Road
Yardley, PA - 1,561 9,439 - 1,561 9,439 779 2018 1990 1480 Oxford Valley Road
Yeadon, PA - 1,075 10,690 - 1,075 10,690 681 2018 1963 14 Lincoln Avenue
York, PA - 976 9,354 - 976 9,354 631 2018 1972 200 Pauline Drive
York, PA - 1,050 4,210 - 1,050 4,210 336 2018 1983 2400 Kingston Court
York, PA - 1,121 7,584 - 1,121 7,584 546 2018 1979 1770 Barley Road
York, UK - 2,961 8,266 1,206 3,279 9,154 1,509 2014 2006 Rosetta Way, Boroughbridge Road
Youngsville, NC - 380 10,689 - 380 10,689 1,870 2014 2013 100 Sunset Drive
Zephyrhills, FL - 2,131 6,669 - 2,131 6,669 505 2018 1987 38220 Henry Drive
Zionsville, IN - 1,610 22,400 1,691 1,610 24,091 6,410 2010 2009 11755 N Michigan Rd
Triple-net Total $ 123,652 $ 905,073 $ 7,397,004 $ 596,731 $ 957,163 $ 7,941,645 $ 1,432,228
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2020
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
Addison, IL $ 5,455 $ 102 $ 18,842 $ 137 $ 102 $ 18,979 $ 1,151 2018 2012 303 West Lake Street
Agawam, MA - 1,072 5,164 4 1,072 5,168 296 2019 2005 230-232 Main Street
Allen, TX - 726 14,196 1,402 726 15,598 5,901 2012 2006 1105 N Central Expressway
Alpharetta, GA - 1,862 - - 1,862 - - 2011 1900 940 North Point Parkway
Alpharetta, GA - 773 18,902 642 773 19,544 7,940 2011 1993 3400-A Old Milton Parkway
Alpharetta, GA - 1,769 36,152 460 1,769 36,612 16,249 2011 1999 3400-C Old Milton Parkway
Alpharetta, GA - 476 14,694 323 476 15,017 6,282 2011 2003 11975 Morris Road
Alpharetta, GA - 548 17,103 826 548 17,929 7,230 2011 2007 3300 Old Milton Parkway
Appleton, WI 6,897 1,881 8,866 7 1,881 8,873 399 2019 2004 5320 W Michael Drive
Appleton, WI 12,112 3,782 20,440 15 3,782 20,455 888 2019 2005 2323 N Casaloma Drive
Arcadia, CA - 5,408 23,219 5,506 5,618 28,515 12,940 2006 1984 301 W. Huntington Drive
Arlington, TX - 82 18,243 572 82 18,815 5,040 2012 2012 902 W. Randol Mill Road
Arlington Heights, IL - 1,233 2,826 623 1,233 3,449 243 2020 1997 1632 W. Central Road
Atlanta, GA - 1,947 24,248 2,465 2,172 26,488 9,774 2012 1984 975 Johnson Ferry Road
Atlanta, GA - - 43,425 1,841 - 45,266 15,310 2012 2006 5670 Peachtree-Dunwoody Road
Atlanta, GA - 4,931 18,720 7,261 5,387 25,525 13,575 2006 1991 755 Mt. Vernon Hwy.
Austin, TX - 1,066 10,112 - 1,066 10,112 1,354 2017 2017 5301-B Davis Lane
Austin, TX - 1,688 6,784 - 1,688 6,784 613 2019 2015 5301-A Davis Lane
Baltimore, MD - 4,490 31,222 22 4,490 31,244 1,169 2019 2014 1420 Key Highway
Bellaire, TX - 5,572 72,478 6 5,572 72,484 3,576 2019 2007 5410 - 5420 WEST LOOP SOUTH
Bellevue, NE - - 16,680 10 - 16,690 6,415 2010 2010 2510 Bellevue Medical Center Drive
Bend, OR - 16,516 30,338 3 16,516 30,341 2,248 2019 2001 1501 Northeast Medical Center Drive
Berkeley Heights, NJ - 49,555 92,806 - 49,555 92,806 4,457 2019 1978 1 Diamond Hill Road
Beverly Hills, CA - 20,766 40,730 3,508 20,766 44,238 9,079 2015 1946 9675 Brighton Way
Beverly Hills, CA - 18,863 1,192 481 18,885 1,651 860 2015 1955 415 North Bedford
Beverly Hills, CA - 19,863 31,690 1,996 19,863 33,686 6,519 2015 1946 416 North Bedford
Beverly Hills, CA 33,729 32,603 28,639 1,182 32,603 29,821 7,056 2015 1950 435 North Bedford
Beverly Hills, CA 78,272 52,772 87,366 2,111 52,764 89,485 16,264 2015 1989 436 North Bedford
Boca Raton, FL - 109 34,002 4,320 214 38,217 16,237 2006 1995 9970 S. Central Park Blvd.
Boca Raton, FL - 31 12,312 497 251 12,589 4,486 2012 1993 9960 S. Central Park Boulevard
Bridgeton, MO - 450 21,221 1,917 450 23,138 8,603 2010 2006 12266 DePaul Dr
Bridgeton, MO - 1,701 6,228 254 1,501 6,682 1,370 2017 2008 3440 De Paul Ln.
Burleson, TX - 10 12,611 933 10 13,544 5,196 2011 2007 12001 South Freeway
Burnsville, MN - - 31,596 2,272 - 33,868 10,455 2013 2014 14101 Fairview Dr
Cary, NC - 2,816 11,146 349 2,816 11,495 1,268 2019 2007 540 Waverly Place
Cedar Park, TX - 132 23,753 6,338 132 30,091 5,076 2017 2014 1401 Medical Parkway, Building 2
Chapel Hill, NC - 488 2,390 1 488 2,391 165 2019 2010 100 Perkins Drive
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land Building & Improvements Cost Capitalized Subsequent to Acquisition Land Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
Chapel Hill, NC 5,050 1,970 8,874 84 1,970 8,958 819 2018 2007 6011 Farrington Road
Chapel Hill, NC 5,050 1,970 8,925 5 1,970 8,930 924 2018 2007 6013 Farrington Road
Chapel Hill, NC 14,356 5,681 25,035 15 5,681 25,050 2,386 2018 2006 2226 North Carolina Highway 54
Charlotte, NC - 10 24,796 86 10 24,882 2,652 2019 1971 1900 Randolph Road
Charlotte, NC - 30 61,799 3,036 30 64,835 6,134 2019 1994 1918 Randolph Road
Charlotte, NC - 40 40,606 1,259 40 41,865 3,884 2019 1989 1718 East Fourth Street
Charlotte, NC - 1,746 8,645 609 1,746 9,254 1,197 2019 1998 309 South Sharon Amity Road
Chicopee, MA - 6,078 15,842 102 6,078 15,944 973 2019 2005 444 Montgomery Street
Chula Vista, CA - 1,045 22,252 372 1,045 22,624 2,201 2019 1973 480 4th Avenue
Chula Vista, CA - 826 5,557 368 826 5,925 590 2019 1985 450 4th Avenue
Chula Vista, CA - 1,114 15,459 1 1,114 15,460 965 2019 2008 971 Lane Ave
Chula Vista, CA - 1,075 7,165 1 1,075 7,166 452 2019 2006 959 Lane Ave
Cincinnati, OH - 537 10,122 187 537 10,309 1,039 2019 2001 4850 Red Bank Expressway
Cincinnati, OH - - 17,880 287 2 18,165 4,948 2012 2013 3301 Mercy Health Boulevard
Clarkson Valley, MO - - 35,592 - - 35,592 15,581 2009 2010 15945 Clayton Rd
Clear Lake, TX - - 13,882 20 2,319 11,583 1,835 2013 2014 1010 South Ponds Drive
Clyde, NC - 1,433 22,062 2 1,433 22,064 1,087 2019 2012 581 Leroy George Drive
Columbia, MO - 438 12,949 58 438 13,007 1,536 2019 1994 1601 E. Broadway
Columbia, MO - 488 16,033 524 488 16,557 1,702 2019 1999 1605 E. Broadway
Columbia, MO - 199 23,403 14 199 23,417 2,095 2019 2007 1705 E. Broadway
Columbia, MD - 23 33,885 3,227 9,353 27,782 10,012 2015 1982 5450 & 5500 Knoll N Dr.
Columbia, MD - 2,333 19,232 1,884 2,333 21,116 6,749 2012 2002 10700 Charter Drive
Columbia, MD - 12,159 72,636 595 12,159 73,231 6,135 2018 2009 10710 Charter Drive
Coon Rapids, MN - - 26,679 1,320 - 27,999 7,677 2013 2014 11850 Blackfoot Street NW
Costa Mesa, CA 20,411 22,033 24,332 1,087 22,033 25,419 5,963 2017 2007 1640 Newport Boulevard
Dade City, FL - 1,211 5,511 - 1,211 5,511 1,873 2011 1998 13413 US Hwy 301
Dallas, TX - 122 15,418 10 122 15,428 2,914 2013 2014 8196 Walnut Hill Lane
Dallas, TX - 6,086 18,007 3,581 6,542 21,132 2,397 2018 2010 10740 North Central Expressway
Deerfield Beach, FL - 2,408 7,809 793 2,540 8,470 3,859 2011 2001 1192 East Newport Center Drive
Delray Beach, FL - 1,882 34,767 1,889 2,449 36,089 19,241 2006 1985 5130-5150 Linton Blvd.
Dunkirk, MD - 259 2,458 33 259 2,491 321 2019 1997 10845 Town Center Blvd
Durham, NC - 1,403 25,163 2 1,403 25,165 1,493 2019 2000 120 William Penn Plaza
Durham, NC - 1,751 44,425 3 1,751 44,428 2,166 2019 2004 3916 Ben Fanklin Boulevard
El Paso, TX - 677 17,075 1,633 677 18,708 9,338 2006 1997 2400 Trawood Dr.
Elgin, IL - 1,634 9,443 1,355 1,634 10,798 558 2020 2004 745 Fletcher Drive
Elmhurst, IL - 41 39,562 259 41 39,821 3,245 2018 2011 133 E Brush Hill Road
Elyria, OH - 3,263 28,176 3 3,263 28,179 1,772 2019 2008 303 Chestnut Commons Drive
Escondido, CA - 2,278 20,967 2 2,278 20,969 1,449 2019 1994 225 East 2nd Avenue
Everett, WA - 4,842 26,010 64 4,842 26,074 9,697 2010 2011 13020 Meridian Ave. S.
Fenton, MO - 958 27,461 132 958 27,593 9,230 2013 2009 1011 Bowles Avenue
Fenton, MO - 369 13,911 198 369 14,109 3,931 2013 2009 1055 Bowles Avenue
Florham Park, NJ - 8,578 61,779 - 8,578 61,779 5,858 2017 2017 150 Park Avenue
Flower Mound, TX - 4,620 - - 4,620 - - 2014 1900 Medical Arts Drive
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land Building & Improvements Cost Capitalized Subsequent to Acquisition Land Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
Flower Mound, TX - 737 9,276 429 737 9,705 2,336 2015 2014 2560 Central Park Avenue
Flower Mound, TX - 4,164 27,027 1,414 4,164 28,441 7,366 2014 2012 4370 Medical Arts Drive
Fort Washington, PA - 2,015 16,104 2,040 2,015 18,144 731 2020 1980 467 Pennsylvania Avenue
Fort Worth, TX - 401 5,266 2,752 2,805 5,614 1,800 2014 2007 7200 Oakmont Boulevard
Fort Worth, TX - 462 26,020 205 462 26,225 7,049 2012 2012 10840 Texas Health Trail
Frederick, MD - 1,065 7,430 - 1,065 7,430 721 2019 1979 194 Thomas Johnson Drive
Frederick, MD - 1,930 18,748 195 1,930 18,943 1,822 2019 2006 45 Thomas Johnson Drive
Fresno, CA - 1,497 12,669 8 1,497 12,677 601 2019 2004 1105 E Spruce Ave
Frisco, TX - - 18,635 235 - 18,870 7,881 2007 2004 4401 Coit Road
Frisco, TX - - 15,309 2,588 - 17,897 7,619 2007 2004 4461 Coit Road
Gardendale, AL 4,184 1,150 8,162 231 1,150 8,393 880 2018 2005 2217 Decatur Highway
Garland, TX - 4,952 32,718 - 4,952 32,718 2,392 2019 2018 7217 Telecome Parkway
Gastonia, NC - 569 1,092 615 569 1,707 70 2019 2000 934 Cox Road
Gig Harbor, WA - 80 30,810 1,332 80 32,142 6,057 2010 2009 11511 Canterwood Blvd. NW
Glendale, CA - 70 44,354 163 70 44,517 2,749 2019 2008 1500 E Chevy Chase Drive
Gloucester, VA - 2,128 9,169 40 2,128 9,209 947 2018 2008 5659 Parkway Drive
Grand Prairie, TX - 981 6,086 - 981 6,086 2,702 2012 2009 2740 N State Hwy 360
Grapevine, TX - - 5,943 4,778 2,081 8,640 2,405 2014 2002 2040 W State Hwy 114
Grapevine, TX - 3,365 15,669 3,089 3,365 18,758 5,311 2014 2002 2020 W State Hwy 114
Greenville, SC - 1,567 5,167 585 1,790 5,529 1,192 2019 1987 10 Enterprise Boulevard
Harrisburg, NC - 1,347 3,059 - 1,347 3,059 395 2019 2012 9550 Rocky River Road
Hattiesburg, MS 17,633 3,155 34,710 23 3,155 34,733 1,472 2019 2012 3688 Veterans Memorial Drive
Haymarket, VA - 1,250 29,254 57 1,250 29,311 1,962 2019 2008 15195 Heathcote Blvd
Henderson, NV - 2,587 5,654 1 2,587 5,655 381 2019 2002 2825 Siena Heights Drive
Henderson, NV - 7,372 24,027 42 7,372 24,069 1,953 2019 2005 2845 Siena Heights Drive
Henderson, NV - 5,492 18,718 214 5,492 18,932 1,303 2019 2005 2865 Siena Heights Drive
Highland, IL - - 8,834 51 - 8,885 2,197 2012 2013 12860 Troxler Avenue
Hopewell Junction, NY - 2,164 5,333 9 2,164 5,342 230 2019 1999 10 Cranberry Drive
Hopewell Junction, NY - 2,316 5,332 5 2,316 5,337 209 2019 2015 1955 NY-52
Houston, TX - 9,943 - - 9,943 - 9 2011 1900 F.M. 1960 & Northgate Forest Dr.
Houston, TX - 2,988 18,018 365 2,988 18,383 499 2016 2019 13105 Wortham Center Drive
Houston, TX - 5,837 33,109 1,370 5,837 34,479 14,193 2012 2005 15655 Cypress Woods Medical Dr.
Houston, TX - 3,688 13,313 132 3,688 13,445 4,530 2012 2007 10701 Vintage Preserve Parkway
Houston, TX - 1,099 1,604 81,406 12,815 71,294 19,648 2012 1998 2727 W Holcombe Boulevard
Houston, TX 3,644 377 13,660 583 377 14,243 1,494 2018 2011 20207 Chasewood Park Drive
Houston, TX - - - 10,607 2,338 8,269 - 2020 2013 11476 Space Center Blvd
Howell, MI - 2,000 13,928 805 2,000 14,733 2,146 2016 2017 1225 South Latson Road
Humble, TX - - 9,941 - 1,702 8,239 1,270 2013 2014 8233 N. Sam Houston Parkway E.
Huntersville, NC - - 42,143 60 - 42,203 3,328 2019 2004 10030 Gilead Road
Independence, MO - 762 3,480 333 762 3,813 158 2020 2007 19401 East 37th Terrace Court South
Jackson, MI - 668 17,294 - 668 17,294 5,519 2013 2009 1201 E Michigan Avenue
Jacksonville, FL - 3,562 27,249 56 3,562 27,305 2,171 2019 2006 10475 Centurion Parkway North
Jacksonville, FL - 1,113 10,970 1,082 1,113 12,052 539 2020 2000 5742 Booth Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
Jefferson City, TN - 109 16,453 3 109 16,456 1,366 2019 2001 120 Hospital Drive
Jonesboro, GA - 567 16,329 1 567 16,330 1,304 2019 2009 7813 Spivey Station Boulevard
Jonesboro, GA - 627 16,554 70 627 16,624 1,224 2019 2007 7823 Spivey Station Boulevard
Jupiter, FL - 2,252 11,415 4,992 2,639 16,020 6,960 2006 2001 550 Heritage Dr.
Jupiter, FL - 2,825 5,858 1,367 3,036 7,014 3,555 2007 2004 600 Heritage Dr.
Katy, TX - - 11,530 - - 11,530 145 2019 2020 0 Grand Parkway & Morton Ranch Road
Katy, TX - 2,025 7,557 1,255 2,025 8,812 325 2020 2016 21502 Merchants Way
Katy, TX - 3,699 12,701 1,668 3,699 14,369 961 2020 2006 1331 West Grand Parkway North
Knoxville, TN - 199 45,961 3 199 45,964 2,713 2019 2012 1926 Alcoa Highway
La Jolla, CA - 12,855 32,658 1,932 12,869 34,576 8,509 2015 1989 4150 Regents Park Row
La Jolla, CA - 9,425 26,525 627 9,440 27,137 5,951 2015 1988 4120 & 4130 La Jolla Village Drive
Lacey, WA 6,402 1,751 10,345 - 1,751 10,345 1,061 2018 1971 2555 Marvin Road Northeast
Lake St Louis, MO - 240 14,249 337 240 14,586 5,879 2010 2008 400 Medical Dr
Lakeway, TX - 2,801 - - 2,801 - - 2007 1900 Lohmans Crossing Road
Las Vegas, NV - 433 4,928 - 433 4,928 2,222 2007 1997 1776 E. Warm Springs Rd.
Las Vegas, NV - 2,319 4,612 1,602 2,319 6,214 3,160 2006 1991 2870 S. Maryland Pkwy.
Las Vegas, NV - 4,180 20,064 2,913 4,180 22,977 823 2020 2017 9880 West Flamingo Road
Las Vegas, NV - 5,864 22,502 3,070 5,864 25,572 858 2020 2017 4980 West Sahara Ave
Little Rock, AR - 3,021 16,058 5,944 3,021 22,002 1,091 2019 2014 6119 Midtown Avenue
Los Alamitos, CA - 39 18,340 24 39 18,364 7,584 2007 2003 3771 Katella Ave.
Lowell, MA - 3,016 9,663 - 3,016 9,663 303 2011 2020 839 Merrimack Street
Loxahatchee, FL - 1,637 5,048 1,324 1,719 6,290 3,141 2006 1997 12977 Southern Blvd.
Loxahatchee, FL - 1,340 6,509 1,526 1,440 7,935 3,801 2006 1993 12989 Southern Blvd.
Loxahatchee, FL - 1,553 4,694 1,938 1,650 6,535 3,171 2006 1994 12983 Southern Blvd.
Lubbock, TX 42,233 2,286 72,893 46 2,286 72,939 2,457 2019 2006 4515 Marsha Sharp Freeway
Lynbrook, NY 26,580 10,028 37,319 1,069 10,028 38,388 3,297 2018 1962 444 Merrick Road
Madison, WI - 3,670 28,329 55 3,670 28,384 1,679 2019 2012 1102 South Park Street
Margate, FL - 219 9,293 3 219 9,296 992 2019 2004 2960 N. State Rd 7
Marietta, GA - 2,682 20,053 1,516 2,703 21,548 4,727 2016 2016 4800 Olde Towne Parkway
Mars, PA - 1,925 8,307 1,132 1,925 9,439 492 2020 2006 6998 Crider Road
Matthews, NC - 10 32,741 571 10 33,312 2,528 2019 1994 1450 Matthews Township Parkway
Menasha, WI - 1,374 13,861 2,967 1,345 16,857 3,578 2016 1994 1550 Midway Place
Merced, CA - - 13,772 1,164 - 14,936 6,008 2009 2010 315 Mercy Ave.
Meridian, ID - 3,206 27,107 18 3,206 27,125 1,588 2019 2009 3277 E Louise Drive
Mesa, AZ - 3,158 5,588 1,122 3,158 6,710 218 2020 2016 1910 S. Gilbert Road
Mesa, AZ - 3,889 5,816 1,257 3,889 7,073 247 2020 2016 1833 N. Power Road
Mission Hills, CA 22,797 - 42,276 6,914 4,791 44,399 12,014 2014 1986 11550 Indian Hills Road
Missouri City, TX - 1,360 7,143 - 1,360 7,143 774 2015 2016 7010 Highway 6
Mobile, AL 15,447 2,759 25,180 13 2,759 25,193 1,980 2018 2003 6144 Airport Boulevard
Monroeville, PA - 1,544 10,012 1,075 1,544 11,087 721 2020 1979 2550 Mosside Blvd
Moorestown, NJ - 6 50,896 918 362 51,458 16,887 2011 2012 401 Young Avenue
Mount Juliet, TN - 1,566 11,697 1,878 1,601 13,540 6,467 2007 2005 5002 Crossings Circle
Mount Kisco, NY - 12,632 51,220 38 12,632 51,258 1,877 2019 1996 90 - 110 South Bedford Road
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
Mount Vernon, IL - - 24,892 144 - 25,036 8,362 2011 2012 2 Good Samaritan Way
Murrieta, CA - 3,800 - - 3,800 - - 2014 1900 28078 Baxter Rd.
Murrieta, CA - - 47,190 301 - 47,491 22,793 2010 2011 28078 Baxter Rd.
Myrtle Beach, SC - 1,357 3,658 72 1,357 3,730 850 2019 1996 8170 Rourk Street
Nampa, ID 15,675 3,439 21,566 15 3,439 21,581 832 2019 2017 1510 12th Avenue
Newburgh, NY - 9,213 32,354 25 9,213 32,379 1,041 2019 2015 1200 NY-300
Newburyport, MA - 3,104 19,370 74 3,104 19,444 1,502 2019 2008 One Wallace Bashaw Jr. Way
Niagara Falls, NY - 1,433 10,891 545 1,721 11,148 6,612 2007 1995 6932 - 6934 Williams Rd
Niagara Falls, NY - 454 8,362 310 454 8,672 3,934 2007 2004 6930 Williams Rd
Norfolk, VA - 1,138 26,989 - 1,138 26,989 2,342 2019 2014 155 Kingsley Lane
North Canton, OH 12,967 2,518 24,452 17 2,518 24,469 869 2019 2014 7442 Frank Avenue
North Easton, MA - 2,336 19,876 13 2,336 19,889 966 2019 2007 15 Roche Brothers Way
North Easton, MA - 2,882 15,999 12 2,882 16,011 752 2019 2008 31 Roche Brothers Way
Norwood, OH - 1,017 6,638 29 1,017 6,667 513 2019 2006 4685 Forest Avenue
Novi, MI - 895 36,944 16 895 36,960 2,681 2019 2008 26750 Providence Parkway
Oklahoma City, OK - 216 18,762 187 216 18,949 5,982 2013 2008 535 NW 9th Street
Oxford, NC - 478 4,971 - 478 4,971 339 2019 2011 107 East McClanahan Street
Pasadena, TX - 1,700 8,009 158 1,700 8,167 1,532 2012 2013 5001 E Sam Houston Parkway S
Pearland, TX - 1,500 11,253 6 1,500 11,259 2,021 2012 2013 2515 Business Center Drive
Pearland, TX - 9,594 32,753 191 9,807 32,731 7,497 2014 2013 11511 Shadow Creek Parkway
Phoenix, AZ - 199 3,853 131 199 3,984 349 2019 1980 9225 N 3rd Street
Phoenix, AZ - 109 2,207 65 109 2,272 219 2019 1986 9327 North 3rd Street
Phoenix, AZ - 229 5,867 21 229 5,888 653 2019 1994 9100 N 2nd Street
Phoenix, AZ - 1,149 48,018 12,830 1,149 60,848 29,815 2006 1998 2222 E. Highland Ave.
Plano, TX - 793 83,209 5,220 793 88,429 26,476 2012 2005 6020 West Parker Road
Plantation, FL - 8,563 10,666 6,012 8,575 16,666 9,013 2006 1997 851-865 SW 78th Ave.
Port Orchard, WA 9,767 2,810 22,716 102 2,810 22,818 1,958 2018 1995 450 South Kitsap Boulevard
Porter, TX - 3,746 15,119 - 3,746 15,119 346 2018 2019 25553 US Highway 59
Poughkeepsie, NY - 2,144 36,880 252 2,144 37,132 1,178 2019 2008 2507 South Road
Poughkeepsie, NY - 4,035 30,459 21 4,035 30,480 872 2019 2010 30 Columbia Street
Poughkeepsie, NY - 6,513 27,863 21 6,513 27,884 901 2019 2006 600 Westage Drive
Poughkeepsie, NY 18,770 5,128 20,769 15 5,128 20,784 686 2019 2012 1910 South Road
Prince Frederick, MD - 229 26,889 34 229 26,923 1,798 2019 2009 130 Hospital Road
Prince Frederick, MD - 179 12,801 259 179 13,060 1,031 2019 1991 110 Hospital Road
Rancho Mirage, CA - 7,292 15,141 14 7,292 15,155 828 2019 2005 72780 Country Club Drive
Redmond, WA - 5,015 26,697 1,080 5,015 27,777 10,609 2010 2011 18100 NE Union Hill Rd.
Richmond, TX - 2,000 9,118 4 2,000 9,122 1,084 2015 2016 22121 FM 1093 Road
Richmond, VA - 2,969 26,697 1,482 3,090 28,058 10,687 2012 2008 7001 Forest Avenue
Rockwall, TX - 132 17,197 448 132 17,645 5,281 2012 2008 3142 Horizon Road
Rolla, MO - 1,931 47,639 1 1,931 47,640 16,641 2011 2009 1605 Martin Spring Drive
Rome, GA - 99 29,597 725 99 30,322 3,235 2019 2005 330 Turner McCall Boulevard
Roseville, MN - 2,963 20,169 59 2,963 20,228 1,064 2019 1994 1835 W County Road C
Roxboro, NC - 368 2,477 - 368 2,477 171 2019 2000 799 Doctors Court
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
San Antonio, TX - 3,050 12,073 55 3,050 12,128 1,153 2016 2017 5206 Research Drive
San Antonio, TX - 2,915 11,141 1,746 2,915 12,887 1,157 2019 2006 150 E Sonterra Blvd
Santa Clarita, CA - - 2,338 20,605 5,304 17,639 4,488 2014 1976 23861 McBean Parkway
Santa Clarita, CA - - 28,384 2,703 5,277 25,810 6,014 2014 1998 23929 McBean Parkway
Santa Clarita, CA - 278 185 11,594 11,872 185 206 2014 1996 23871 McBean Parkway
Santa Clarita, CA 25,000 295 39,284 - 295 39,284 7,523 2014 2013 23803 McBean Parkway
Santa Clarita, CA - - 20,618 1,276 4,407 17,487 4,184 2014 1989 24355 Lyons Avenue
Seattle, WA - 4,410 38,428 449 4,410 38,877 19,658 2010 2010 5350 Tallman Ave
Sewell, NJ - 1,242 11,616 6 1,242 11,622 1,282 2018 2007 556 Egg Harbor Road
Shakopee, MN 5,115 509 11,350 15 509 11,365 4,895 2010 1996 1515 St Francis Ave
Shakopee, MN 8,617 707 18,089 195 773 18,218 6,179 2010 2007 1601 St Francis Ave
Shenandoah, TX - - 21,135 62 4,574 16,623 2,504 2013 2014 106 Vision Park Boulevard
Sherman Oaks, CA - - 32,186 3,591 3,121 32,656 8,361 2014 1969 4955 Van Nuys Boulevard
Silverdale, WA 12,846 3,451 21,176 12 3,451 21,188 1,838 2018 2004 2200 NW Myhre Road
Southlake, TX - 3,000 - - 3,000 - - 2014 1900 Central Avenue
Southlake, TX - 2,875 15,471 - 2,875 15,471 1,185 2019 2017 925 E. Southlake Boulevard
Southlake, TX - 592 18,036 - 592 18,036 6,515 2012 2004 1545 East Southlake Boulevard
Southlake, TX - 698 30,549 48 698 30,597 9,556 2012 2004 1545 East Southlake Boulevard
Springfield, MA - 2,721 6,615 6 2,721 6,621 428 2019 2012 305 Bicentennial Highway
St Paul, MN - 49 37,695 396 49 38,091 7,590 2014 2006 225 Smith Avenue N.
St. Paul, MN - 2,706 39,507 392 2,701 39,904 15,060 2011 2007 435 Phalen Boulevard
Stockton, CA 11,436 4,966 16,844 13 4,966 16,857 797 2019 2009 2388 - 2488 N California Street
Suffern, NY - 696 37,211 46 696 37,257 15,306 2011 2007 257 Lafayette Avenue
Suffolk, VA - 1,566 11,511 293 1,620 11,750 5,486 2010 2007 5838 Harbour View Blvd.
Sugar Land, TX - 3,543 15,532 - 3,543 15,532 7,054 2012 2005 11555 University Boulevard
Sycamore, IL - 1,113 12,910 2,473 1,113 15,383 535 2020 2002 1630 Gateway Drive
Tacoma, WA - - 64,307 - - 64,307 23,421 2011 2013 1608 South J Street
Tampa, FL - 4,319 12,234 - 4,319 12,234 3,558 2011 2003 14547 Bruce B Downs Blvd
Tarzana, CA - 6,115 15,510 1,868 6,115 17,378 1,085 2020 1986 5620 Wilbur Ave
Timonium, MD - 8,829 12,568 247 8,850 12,794 1,869 2015 2017 2118 Greenspring Drive
Tustin, CA - 3,345 541 223 3,345 764 384 2015 1976 14591 Newport Ave
Tustin, CA - 3,361 12,039 3,530 3,361 15,569 3,981 2015 1985 14642 Newport Ave
Tyler, TX 60,479 2,903 114,853 72 2,903 114,925 3,795 2019 2013 1814 Roseland Boulevard
Van Nuys, CA - - 36,187 - - 36,187 12,029 2009 1991 6815 Noble Ave.
Voorhees, NJ - 6,404 24,251 1,832 6,477 26,010 11,369 2006 1997 900 Centennial Blvd.
Voorhees, NJ - 6 96,075 907 99 96,889 33,093 2010 2012 200 Bowman Drive
Waco, TX - 125 164 - 125 164 8 2018 1962 6612 Fish Pond Road
Waco, TX - 35 113 - 35 113 6 2018 1961 6620 Fish Pond Rd
Waco, TX 14,046 2,250 28,632 346 2,250 28,978 2,479 2018 1981 601 Highway 6 West
Waco, TX - 441 2,537 852 441 3,389 471 2018 2000 6600 Fish Pond Rd
Washington, PA 18,899 3,981 31,706 17 3,981 31,723 2,778 2018 2010 100 Trich Drive
Wausau, WI - 2,050 12,175 - 2,050 12,175 1,658 2015 2017 1901 Westwood Center Boulevard
Waxahachie, TX - 303 18,069 6 303 18,075 3,403 2016 2014 2460 N I-35 East
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Building & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Building & Improvements Accumulated Depreciation(1)
Year Acquired Year Built Address
Outpatient Medical:
Wellington, FL - 107 16,933 2,490 326 19,204 8,355 2006 2000 10115 Forest Hill Blvd.
Wellington, FL - 580 11,047 11 580 11,058 5,315 2007 2003 1395 State Rd. 7
Westlake Village, CA 8,000 2,553 15,851 157 2,553 16,008 1,904 2018 1975 1250 La Venta Drive
Westlake Village, CA 6,360 2,487 9,776 114 2,487 9,890 1,149 2018 1989 1220 La Venta Drive
Winston-Salem, NC - 2,006 7,497 260 2,006 7,757 1,184 2019 1998 2025 Frontis Plaza
Woodbridge, VA - 346 16,534 21 346 16,555 1,236 2018 2012 12825 Minnieville Road
Wyandotte, MI - 581 8,023 773 581 8,796 312 2020 2002 1700 Biddle Ave
Yuma, AZ - 1,592 10,185 4 1,592 10,189 1,116 2019 2004 2270 South Ridgeview Drive
Zephyrhills, FL - 3,875 27,270 - 3,875 27,270 8,708 2011 1974 38135 Market Square Dr
Outpatient Medical Total $ 548,229 $ 765,282 $ 5,363,198 $ 334,253 $ 841,094 $ 5,621,639 $ 1,117,372
Welltower Inc.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2020
(Dollars in thousands)
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Description Encumbrances Land & Land Improvements Buildings & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Buildings & Improvements Accumulated Depreciation Year Acquired Year Built Address
Assets Held For Sale:
Albuquerque, NM $ - $ 1,270 $ 20,837 $ - $ - $ 13,230 $ - 2010 1984 500 Paisano St NE
Brookline, MA - - 17,435 - - 17,435 - 2019 1900 110 Fisher Avenue
Castle Rock, CO - 80 9,667 - - 9,667 - 2014 2013 2352 Meadows Boulevard
Castle Rock, CO - - - 10,480 - 10,480 - 2016 2017 Meadows Boulevard
Glendale, CA - - - 11,228 - 11,228 - 2007 2002 222 W. Eulalia St.
Irving, TX - 1,030 2,450 - - 2,450 - 2007 1999 8855 West Valley Ranch Parkway
Lakewood, WA - - - 11,639 - 11,639 - 2012 2005 11307 Bridgeport Way SW
Las Vegas, NV - - - 2,945 - 2,945 - 2007 1900 SW corner of Deer Springs Way and Riley Street
Lincoln, NE - - - 19,641 - 19,641 - 2010 2003 575 South 70th St
Powell, TN - - 25,692 - - 25,692 - 2019 2005 7557 A Dannaher Drive
Powell, TN - - 34,994 - - 34,994 - 2019 2008 7557 B Dannaher Drive
Reno, NV - - - 14,413 - 14,413 - 2006 1991 343 Elm St.
Rexburg, ID - 1,267 3,213 - - 67 - 2018 1988 660 South 2nd West
St. Louis, MO - 336 17,247 - - 11,772 - 2007 2001 2325 Dougherty Ferry Rd.
Toledo, OH - 2,040 47,129 - - 30,960 - 2010 1985 3501 Executive Parkway
Assets Held For Sale Total $ - $ 6,023 $ 178,664 $ 70,346 $ - $ 216,613 $ -
Initial Cost to Company Gross Amount at Which Carried at Close of Period
Encumbrances Land & Land Improvements Buildings & Improvements Cost Capitalized Subsequent to Acquisition Land & Land Improvements Buildings & Improvements Accumulated Depreciation
Summary:
Seniors Housing Operating $ 1,706,192 $ 1,466,472 $ 13,489,025 $ 2,648,613 $ 1,642,393 $ 15,961,717 $ 3,554,697
Triple-net 123,652 905,073 7,397,004 596,731 957,163 7,941,645 1,432,228
Outpatient Medical 548,229 765,282 5,363,198 334,253 841,094 5,621,639 1,117,372
Construction in progress - - 487,742 - - 487,742 -
Total continuing operating properties 2,378,073 3,136,827 26,736,969 3,579,597 3,440,650 30,012,743 6,104,297
Assets held for sale - 6,023 178,664 70,346 - 216,613 -
Total investments in real property owned $ 2,378,073 $ 3,142,850 $ 26,915,633 $ 3,649,943 $ 3,440,650 $ 30,229,356 $ 6,104,297
(1) Please see Note 2 to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Year Ended December 31,
2020 2019 2018
(in thousands)
Investment in real estate:
Beginning balance $ 36,027,915 $ 33,590,388 $ 30,581,948
Acquisitions and development 1,174,148 4,807,418 4,598,670
Improvements 242,147 328,824 266,183
Impairment of assets (135,608) (28,074) (71,336)
Dispositions(1)
(3,782,120) (2,673,203) (1,330,679)
Foreign currency translation 143,524 187,853 (454,398)
Other(2)
- (185,291) -
Ending balance(3)
$ 33,670,006 $ 36,027,915 $ 33,590,388
Accumulated depreciation:
Beginning balance $ 5,715,459 $ 5,499,958 $ 4,838,370
Depreciation and amortization expenses 1,038,437 1,027,073 950,459
Amortization of above market leases 5,217 5,752 6,375
Disposition and other (1)
(684,395) (772,273) (205,562)
Foreign currency translation 29,579 (45,051) (89,684)
Ending balance $ 6,104,297 $ 5,715,459 $ 5,499,958
(1) Includes property dispositions and dispositions of leasehold improvements which are generally fully depreciated.
(2) Primarily relates to the adoption of ASC 842.
(3) The unaudited aggregate cost for tax purposes for real property equals $30,050,020,000 at December 31, 2020.
Welltower Inc.
Schedule IV - Mortgage Loans on Real Estate
December 31, 2020
(in thousands)
Location Segment Interest Rate Final Maturity Date Monthly Payment Terms Prior Liens Face Amount of Mortgages Carrying Amount of Mortgages Principal Amount of Loans Subject to Delinquent Principal or Interest
First mortgages relating to 1 property located in:
United Kingdom Triple-net 7.25% 3/15/2022 $ 143 $ - $ 28,652 $ 23,104 $ -
United Kingdom Triple-net 8.53% 7/7/2021 144 - 20,493 20,107 -
Pennsylvania Triple-net 8.72% 3/1/2022 108 - 15,530 14,795 -
North Carolina Triple-net 7.83% 12/18/2023 92 - 32,783 31,993 -
Texas Outpatient Medical 7.86% 1/19/2025 24 - 3,740 1,701 -
United Kingdom Triple-net 8.50% 2/1/2024 95 - 20,464 19,549 -
- 121,662 111,249 -
First mortgages relating to multiple properties located in:
United Kingdom Outpatient Medical 7.10% 8/20/2021 972 - 181,022 173,361 -
- 181,022 173,361 -
Second mortgages relating to 1 property located in:
Florida Triple-net 10.27% 10/21/2025 54 - 6,250 6,098 -
Florida Seniors Housing Operating 10.14% 8/15/2025 23 - 12,500 3,044 -
- 18,750 9,142 -
Totals $ - $ 321,434 $ 293,752 $ -
Year Ended December 31,
2020 2019 2018
Reconciliation of mortgage loans: (in thousands)
Balance at beginning of year $ 145,686 $ 249,071 $ 306,120
Additions:
New mortgage loans 193,505 - 25,290
Draws on existing loans 20,844 45,961 36,458
Total additions 214,349 45,961 61,748
Deductions:
Collections of principal (17,019) (87,249) (116,905)
Loan balance transferred to non-real estate loans receivable (53,071) (64,040) -
Change in allowance for credit losses and charge-offs (5,645) - -
Other (329) - -
Total deductions (76,064) (151,289) (116,905)
Change in balance due to foreign currency translation 9,781 1,944 (1,892)
Balance at end of year $ 293,752 $ 145,686 $ 249,071