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WELLTOWER INC. - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
 
 
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
or
 
 
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                      
Commission file number: 1-8923
WELLTOWER INC.
 
(Exact name of registrant as specified in its charter
Delaware
34-1096634
(State or other jurisdiction
of Incorporation)
(IRS Employer
Identification No.)
 
 
 
 
 
 
4500 Dorr Street
Toledo,
Ohio
 
43615
(Address of principal executive offices)
(Zip Code)
 
 
 
 
 
 
(419)
247-2800
(Registrant’s telephone number, including area code)  
 
 
 
 
 
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $1.00 par value per share
WELL
New York Stock Exchange
4.800% Notes due 2028
WELL28
New York Stock Exchange
4.500% Notes due 2034
WELL34
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No  ¨
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ  No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 þ
 Accelerated filer
¨
 Non-accelerated filer
¨
 Smaller reporting company
Emerging growth company
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No  þ
As of October 21, 2019, the registrant had 405,799,597 shares of common stock outstanding. 



TABLE OF CONTENTS
 
 
Page
PART I. FINANCIAL INFORMATION
 
 
 
Item 1. Financial Statements (Unaudited)
 
 
 
Consolidated Balance Sheets
 
 
Consolidated Statements of Comprehensive Income
 
 
Consolidated Statements of Equity
 
 
Consolidated Statements of Cash Flows
 
 
Notes to Unaudited Consolidated Financial Statements
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4. Controls and Procedures
 
 
PART II. OTHER INFORMATION
 
 
 
Item 1. Legal Proceedings
 
 
Item 1A. Risk Factors
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 
Item 5. Other Information
 
 
Item 6. Exhibits
 
 
Signatures



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 
CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
(In thousands) 
 
 
September 30, 2019 (Unaudited)
 
December 31, 2018 (Note)
Assets:  
 
 
 
 
Real estate investments:  
 
 
 
 
Real property owned:  
 
 
 
 
Land and land improvements  
 
$
3,370,841

 
$
3,205,091

Buildings and improvements  
 
28,798,241

 
28,019,502

Acquired lease intangibles  
 
1,604,982

 
1,581,159

Real property held for sale, net of accumulated depreciation  
 
336,649

 
590,271

Construction in progress  
 
466,286

 
194,365

Less accumulated depreciation and amortization  
 
(5,769,843
)
 
(5,499,958
)
Net real property owned  
 
28,807,156

 
28,090,430

Right of use assets, net
 
536,689

 

Real estate loans receivable, net of allowance  
 
361,530

 
330,339

Net real estate investments  
 
29,705,375

 
28,420,769

Other assets:  
 
 
 
 
Investments in unconsolidated entities  
 
556,854

 
482,914

Goodwill  
 
68,321

 
68,321

Cash and cash equivalents  
 
265,788

 
215,376

Restricted cash  
 
64,947

 
100,753

Straight-line rent receivable
 
432,616

 
367,093

Receivables and other assets  
 
770,054

 
686,846

Total other assets  
 
2,158,580

 
1,921,303

Total assets  
 
$
31,863,955

 
$
30,342,072

 
 
 
 
 
Liabilities and equity  
 
 
 
 
Liabilities:  
 
 
 
 
Unsecured credit facility and commercial paper
 
$
1,334,586

 
$
1,147,000

Senior unsecured notes  
 
9,730,047

 
9,603,299

Secured debt  
 
2,623,010

 
2,476,177

Lease liabilities
 
454,538

 
70,668

Accrued expenses and other liabilities  
 
1,025,704

 
1,034,283

Total liabilities  
 
15,167,885

 
14,331,427

Redeemable noncontrolling interests  
 
470,341

 
424,046

Equity:  
 
 
 
 
Preferred stock  
 

 
718,498

Common stock  
 
406,498

 
384,465

Capital in excess of par value  
 
19,796,676

 
18,424,368

Treasury stock  
 
(78,843
)
 
(68,499
)
Cumulative net income  
 
7,129,642

 
6,121,534

Cumulative dividends  
 
(11,870,244
)
 
(10,818,557
)
Accumulated other comprehensive income (loss)  
 
(117,676
)
 
(129,769
)
Other equity  
 
12

 
294

Total Welltower Inc. stockholders’ equity  
 
15,266,065

 
14,632,334

Noncontrolling interests  
 
959,664

 
954,265

Total equity  
 
16,225,729

 
15,586,599

Total liabilities and equity  
 
$
31,863,955

 
$
30,342,072

 
NOTE: The consolidated balance sheet at December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.


3


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data) 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
Resident fees and services
 
$
834,121

 
$
875,171

 
$
2,616,491

 
$
2,374,450

Rental income  
 
412,147

 
342,887

 
1,178,817

 
1,019,857

Interest income
 
15,637

 
14,622

 
48,112

 
42,732

Other income
 
4,228

 
3,699

 
15,064

 
22,217

Total revenues
 
1,266,133

 
1,236,379


3,858,484


3,459,256

 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Property operating expenses
 
655,588

 
657,157

 
2,027,522

 
1,782,373

Depreciation and amortization
 
272,445

 
243,149

 
764,429

 
707,625

Interest expense
 
137,343

 
138,032

 
423,911

 
382,223

General and administrative expenses
 
31,019

 
28,746

 
100,042

 
95,282

Loss (gain) on derivatives and financial instruments, net
 
1,244

 
8,991

 
670

 
(5,642
)
Loss (gain) on extinguishment of debt, net
 
65,824

 
4,038

 
81,543

 
16,044

Provision for loan losses
 

 

 
18,690

 

Impairment of assets
 
18,096

 
6,740

 
28,035

 
39,557

Other expenses
 
6,186

 
88,626

 
36,570

 
102,396

Total expenses
 
1,187,745

 
1,175,479

 
3,481,412

 
3,119,858

 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations before income taxes and other items
 
78,388

 
60,900

 
377,072

 
339,398

Income tax (expense) benefit
 
(3,968
)
 
(1,741
)
 
(7,789
)
 
(7,170
)
Income (loss) from unconsolidated entities
 
3,262

 
344

 
(14,986
)
 
(836
)
Gain (loss) on real estate dispositions, net
 
570,250

 
24,723

 
735,977

 
373,662

Income (loss) from continuing operations
 
647,932

 
84,226

 
1,090,274

 
705,054

 
 
 
 
 
 
 
 
 
Net income
 
647,932

 
84,226

 
1,090,274

 
705,054

Less: Preferred stock dividends
 

 
11,676

 

 
35,028

Less: Net income (loss) attributable to noncontrolling interests(1)
 
58,056

 
8,166

 
82,166

 
13,539

Net income (loss) attributable to common stockholders
 
$
589,876

 
$
64,384

 
$
1,008,108

 
$
656,487

 
 
 
 
 
 
 
 
 
Average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
405,023

 
373,023

 
400,441

 
372,052

Diluted
 
406,891

 
374,487

 
402,412

 
373,638

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
1.60

 
$
0.23

 
$
2.72

 
$
1.90

Net income (loss) attributable to common stockholders
 
$
1.46

 
$
0.17

 
$
2.52

 
$
1.76

 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
$
1.59

 
$
0.22

 
$
2.71

 
$
1.89

Net income (loss) attributable to common stockholders
 
$
1.45

 
$
0.17

 
$
2.51

 
$
1.76

 
 
 
 
 
 
 
 
 
Dividends declared and paid per common share
 
$
0.87

 
$
0.87

 
$
2.61

 
$
2.61

 
(1) Includes amounts attributable to redeemable noncontrolling interests.


4


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands) 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2019
 
2018
 
2019
 
2018
Net income
 
$
647,932

 
$
84,226

 
$
1,090,274

 
$
705,054

 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation gain (loss)
 
(100,837
)
 
(15,293
)
 
(76,241
)
 
(137,095
)
Derivative instruments gain (loss)
 
78,947

 
12,200

 
91,672

 
100,205

Total other comprehensive income (loss)
 
(21,890
)
 
(3,093
)
 
15,431

 
(36,890
)
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss)
 
626,042

 
81,133

 
1,105,705

 
668,164

Less: Total comprehensive income (loss) attributable
to noncontrolling interests(1)
 
53,220

 
10,933

 
85,504

 
3,675

Total comprehensive income (loss) attributable to common stockholders
 
$
572,822

 
$
70,200

 
$
1,020,201

 
$
664,489

 
 
 
 
 
 
 
 
 
(1) Includes amounts attributable to redeemable noncontrolling interests.
 
 
 
 
 
 
 
 


5


CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
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)
 
Other
Equity
 
Noncontrolling
Interests
 
Total
Balances at December 31, 2018
 
$
718,498

 
$
384,465

 
$
18,424,368

 
$
(68,499
)
 
$
6,121,534

 
$
(10,818,557
)
 
$
(129,769
)
 
$
294

 
$
954,265

 
$
15,586,599

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 


 

 

 

 
280,470

 

 

 

 
10,785

 
291,255

Other comprehensive income
 


 

 

 

 

 

 
(14,849
)
 

 
5,787

 
(9,062
)
Total comprehensive income
 


 

 

 

 

 

 

 

 

 
282,193

Net change in noncontrolling interests
 


 
 
 
(8,845
)
 

 

 

 

 

 
(1,497
)
 
(10,342
)
Amounts related to stock incentive plans, net of forfeitures
 


 
120

 
7,420

 
(5,993
)
 

 

 

 
(26
)
 

 
1,521

Proceeds from issuance of common stock
 


 
7,212

 
525,408

 

 

 

 

 

 

 
532,620

Conversion of preferred stock
 
(718,498
)
 
12,712

 
705,786

 

 
 
 

 

 

 

 

Dividends paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock dividends
 


 

 

 

 

 
(344,760
)
 

 

 

 
(344,760
)
Balances at March 31, 2019
 
$

 
$
404,509

 
$
19,654,137

 
$
(74,492
)
 
$
6,402,004

 
$
(11,163,317
)
 
$
(144,618
)
 
$
268

 
$
969,340

 
$
16,047,831

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net income (loss)
 

 

 

 

 
137,762

 

 

 

 
11,349

 
149,111

Other comprehensive income
 

 

 

 

 

 

 
43,996

 

 
2,387

 
46,383

Total comprehensive income
 

 

 

 

 

 

 

 

 

 
195,494

Net change in noncontrolling interests
 

 
 
 
(23,672
)
 

 

 

 

 

 
(7,959
)
 
(31,631
)
Amounts related to stock incentive plans, net of forfeitures
 

 
18

 
7,959

 
450

 

 

 

 
(80
)
 

 
8,347

Proceeds from issuance of common stock
 

 
1,487

 
101,721

 

 

 

 

 

 

 
103,208

Dividends paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common stock dividends
 

 

 

 

 

 
(353,677
)
 

 

 

 
(353,677
)
Balances at June 30, 2019
 
$

 
$
406,014

 
$
19,740,145

 
$
(74,042
)
 
$
6,539,766

 
$
(11,516,994
)
 
$
(100,622
)
 
$
188

 
$
975,117

 
$
15,969,572

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 


 


 


 


 
589,876

 


 


 


 
29,948

 
619,824

Other comprehensive income
 


 


 


 


 


 


 
(17,054
)
 


 
(4,836
)
 
(21,890
)
Total comprehensive income
 


 


 


 


 


 


 


 


 


 
597,934

Net change in noncontrolling interests
 


 
 

 
13,038

 


 


 


 


 


 
(40,565
)
 
(27,527
)
Amounts related to stock incentive plans, net of forfeitures
 


 
4

 
5,100

 
(4,801
)
 


 


 


 
(176
)
 


 
127

Proceeds from issuance of common stock
 


 
480

 
38,393

 


 


 


 


 


 


 
38,873

Dividends paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock dividends
 


 


 


 


 


 
(353,250
)
 


 


 


 
(353,250
)
Balances at September 30, 2019
 
$

 
$
406,498

 
$
19,796,676

 
$
(78,843
)
 
$
7,129,642

 
$
(11,870,244
)
 
$
(117,676
)
 
$
12

 
$
959,664

 
$
16,225,729
























6


CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
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)
 
Other
Equity
 
Noncontrolling
Interests
 
Total
Balances at December 31, 2017
 
$
718,503

 
$
372,449

 
$
17,662,681

 
$
(64,559
)
 
$
5,316,580

 
$
(9,471,712
)
 
$
(111,465
)
 
$
670

 
$
502,305

 
$
14,925,452

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net income (loss)
 

 

 

 

 
449,347

 

 

 

 
5,191

 
454,538

Other comprehensive income
 

 

 

 

 

 

 
20,212

 

 
(3,886
)
 
16,326

Total comprehensive income
 

 

 

 

 

 

 

 

 

 
470,864

Net change in noncontrolling interests
 

 
 
 
(13,157
)
 

 

 

 

 

 
(2,719
)
 
(15,876
)
Amounts related to stock incentive plans, net of forfeitures
 

 
150

 
11,085

 
(4,137
)
 

 

 

 

 

 
7,098

Proceeds from issuance of common stock
 

 
130

 
7,060

 

 

 

 

 

 

 
7,190

Conversion of preferred stock
 
(5
)
 

 
5

 

 
 
 

 

 


 

 

Dividends paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock dividends
 

 

 

 

 

 
(323,726
)
 

 

 

 
(323,726
)
Preferred stock dividends
 

 

 

 

 

 
(11,676
)
 

 

 

 
(11,676
)
Balances at March 31, 2018
 
$
718,498

 
$
372,729

 
$
17,667,674

 
$
(68,696
)
 
$
5,765,927

 
$
(9,807,114
)
 
$
(91,253
)
 
$
670

 
$
500,891

 
$
15,059,326

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 


 


 


 


 
166,108

 


 


 


 
2,355

 
168,463

Other comprehensive income
 


 


 


 


 


 


 
(41,378
)
 


 
(8,745
)
 
(50,123
)
Total comprehensive income
 


 


 


 


 


 


 


 


 


 
118,340

Net change in noncontrolling interests
 


 
 

 
(14,822
)
 


 


 


 


 


 
(35,937
)
 
(50,759
)
Amounts related to stock incentive plans, net of forfeitures
 


 
18

 
5,801

 
35

 


 


 


 
(11
)
 


 
5,843

Proceeds from issuance of common stock
 


 
54

 
2,731

 


 


 


 


 


 


 
2,785

Dividends paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock dividends
 


 


 


 


 


 
(323,372
)
 


 


 


 
(323,372
)
Preferred stock dividends
 


 


 


 


 


 
(11,676
)
 


 


 


 
(11,676
)
Balances at June 30, 2018
 
$
718,498

 
$
372,801

 
$
17,661,384

 
$
(68,661
)
 
$
5,932,035

 
$
(10,142,162
)
 
$
(132,631
)
 
$
659

 
$
458,564

 
$
14,800,487

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 

 

 

 

 
76,060

 

 

 

 
7,847

 
83,907

Other comprehensive income
 

 

 

 

 

 

 
(5,860
)
 

 
2,767

 
(3,093
)
Total comprehensive income
 

 

 

 

 

 

 

 

 

 
80,814

Net change in noncontrolling interests
 

 
 
 
(6,160
)
 

 

 

 

 

 
492,338

 
486,178

Amounts related to stock incentive plans, net of forfeitures
 

 
4

 
6,241

 
(92
)
 

 

 

 
(170
)
 

 
5,983

Proceeds from issuance of common stock
 

 
3,548

 
228,049

 

 

 

 

 

 

 
231,597

Dividends paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock dividends
 

 

 

 

 

 
(324,182
)
 

 

 

 
(324,182
)
Preferred stock dividends
 

 

 

 

 

 
(11,676
)
 

 

 

 
(11,676
)
Balances at September 30, 2018
 
$
718,498

 
$
376,353

 
$
17,889,514

 
$
(68,753
)
 
$
6,008,095

 
$
(10,478,020
)
 
$
(138,491
)
 
$
489

 
$
961,516

 
$
15,269,201



7


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
 
 
Nine Months Ended
 
 
September 30,
 
 
2019
 
2018
Operating activities:  
 
 

 
 

Net income  
 
$
1,090,274

 
$
705,054

Adjustments to reconcile net income to net cash provided from (used in) operating activities:  
 
 
 
 
Depreciation and amortization  
 
764,429

 
707,625

Other amortization expenses  
 
13,474

 
12,110

Provision for loan losses
 
18,690

 

Impairment of assets  
 
28,035

 
39,557

Stock-based compensation expense  
 
20,501

 
22,800

Loss (gain) on derivatives and financial instruments, net  
 
670

 
(5,642
)
Loss (gain) on extinguishment of debt, net  
 
81,543

 
16,044

Loss (income) from unconsolidated entities
 
14,986

 
836

Rental income less than (in excess of) cash received  
 
(78,980
)
 
(7,830
)
Amortization related to above (below) market leases, net  
 
(335
)
 
1,984

Loss (gain) on real estate dispositions, net  
 
(735,977
)
 
(373,662
)
Distributions by unconsolidated entities
 

 
21

Increase (decrease) in accrued expenses and other liabilities  
 
845

 
103,474

Decrease (increase) in receivables and other assets  
 
(8,255
)
 
(11,223
)
Net cash provided from (used in) operating activities  
 
1,209,900


1,211,148

 
 
 
 
 

Investing activities:  
 
 
 
 
Cash disbursed for acquisitions
 
(3,004,768
)
 
(3,190,534
)
Cash disbursed for capital improvements to existing properties
 
(206,413
)
 
(173,635
)
Cash disbursed for construction in progress
 
(258,113
)
 
(88,146
)
Capitalized interest  
 
(10,404
)
 
(6,357
)
Investment in real estate loans receivable  
 
(82,345
)
 
(67,136
)
Principal collected on real estate loans receivable  
 
32,130

 
149,592

Other investments, net of payments  
 
(13,304
)
 
(49,572
)
Contributions to unconsolidated entities  
 
(194,490
)
 
(42,697
)
Distributions by unconsolidated entities  
 
98,880

 
61,253

Proceeds from (payments on) derivatives  
 
(20,569
)
 
65,438

Proceeds from sales of real property  
 
2,601,071

 
1,208,501

Net cash provided from (used in) investing activities  
 
(1,058,325
)

(2,133,293
)
 
 
 
 
 
Financing activities:  
 
 
 
 
Net increase (decrease) in unsecured credit facility and commercial paper
 
187,586

 
593,000

Proceeds from issuance of senior unsecured notes
 
3,253,516

 
2,825,898

Payments to extinguish senior unsecured notes  
 
(3,107,500
)
 
(1,450,000
)
Net proceeds from the issuance of secured debt  
 
318,854

 
44,606

Payments on secured debt  
 
(233,952
)
 
(238,867
)
Net proceeds from the issuance of common stock  
 
686,105

 
242,411

Payments for deferred financing costs and prepayment penalties  
 
(82,249
)
 
(29,701
)
Contributions by noncontrolling interests(1)
 
42,988

 
11,238

Distributions to noncontrolling interests(1)
 
(138,270
)
 
(86,462
)
Cash distributions to stockholders  
 
(1,047,968
)
 
(1,006,274
)
Other financing activities
 
(11,643
)
 
(6,290
)
Net cash provided from (used in) financing activities  
 
(132,533
)

899,559

Effect of foreign currency translation on cash, cash equivalents and restricted cash
 
(4,436
)

(5,432
)
Increase (decrease) in cash, cash equivalents and restricted cash  
 
14,606

 
(28,018
)
Cash, cash equivalents and restricted cash at beginning of period  
 
316,129


309,303

Cash, cash equivalents and restricted cash at end of period  
 
$
330,735

 
$
281,285

 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Interest paid
 
$
416,523

 
$
312,452

Income taxes paid (received), net
 
4,784

 
3,195

 
 
 
 
 
(1) Includes amounts attributable to redeemable noncontrolling interests.
 
 
 
 


8

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. Business
 
Welltower Inc. (the "Company"), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties. 
2. Accounting Policies and Related Matters
     Basis of Presentation
     The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2019 are not necessarily an indication of the results that may be expected for the year ending December 31, 2019. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018.
     New Accounting Standards     
We adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) ("ASC 842") which requires lessees to recognize assets and liabilities on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their consolidated statement of comprehensive income over the lease term. We adopted ASC 842 as of January 1, 2019, using the modified retrospective approach and have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, permits us to carry forward our prior conclusions for lease classification and initial direct costs on existing leases. We also made an accounting policy election to keep short-term leases less than twelve months off the balance sheet for all classes of underlying assets.
In July 2018, the Financial Accounting Standards Board ("FASB") issued ASU 2018-11 "Leases (Topic 842): Targeted Improvements" that (1) simplifies transition requirements for both lessees and lessors by adding an option that permits entities to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in its financial statements and (2) allows lessors to elect, as a practical expedient, to not separate lease and non-lease components in a contract, and instead to account for as a single lease component, if certain criteria are met. This practical expedient causes an entity to assess whether a contract is predominantly lease or service-based and recognize the entire contract under the relevant accounting guidance (i.e. predominantly lease-based would be accounted for under ASC 842 and predominantly service-based would be accounted for under ASU 2014-09, "Revenue from Contracts with Customers (ASC 606)"). For the year ended December 31, 2018, we recognized revenue for our Seniors Housing Operating resident agreements in accordance with the provisions of the prior lease guidance, ASC 840, "Leases". Upon adoption of ASC 842, we elected the lessor practical expedient described above and recognized our revenue for our Seniors Housing Operating segment based upon the predominant component, generally the non-lease service component. Therefore, beginning on January 1, 2019, we accounted for the majority of such resident agreements under ASC 606. The timing and pattern of revenue recognition is substantially the same as that prior to adoption.
The FASB also issued ASU 2018-20 "Leases (Topic 842): Narrow Improvements for Lessors", which provides lessors the ability to make an accounting policy election not to evaluate whether certain sales taxes and other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Upon adoption of ASC 842, we utilized this practical expedient in instances in which real estate taxes are paid directly by our tenants to taxing authorities. For triple-net leasing arrangements in which the tenant remits payment for real estate taxes to us and we pay the taxing authority, we have included the associated revenue and expense in rental income and property operating expenses on the Consolidated Statements of Comprehensive Income. This reporting had no impact on our net income.
For leases in which the Company is the lessee, primarily consisting of ground leases and various office and equipment leases, we recognized upon adoption a right of use asset of $509,386,000 which included the present value of minimum leases payments, existing above and/or below market lease intangible values and existing straight-line rent liabilities

9

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

associated with such leases. We also recognized operating lease liabilities of $357,070,000. The standard did not materially impact our Consolidated Statements of Comprehensive Income or our Consolidated Statement of Cash Flows. See Note 6 for additional details.
The following ASU has been issued but not yet adopted:
In June 2016, the FASB issued 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 is effective for the Company on January 1, 2020, with early adoption permitted beginning January 1, 2019. We are currently evaluating the impact that the standard will 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, liabilities and noncontrolling interests based upon their relative fair values in accordance with our accounting policies. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component 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. Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries.
The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
 
Nine Months Ended
 
September 30, 2019
 
September 30, 2018
 
Seniors Housing Operating
 
Triple-net
 
Outpatient
Medical
 
Totals
 
Seniors Housing Operating
 
Triple-net
 
Outpatient
Medical
 
Totals
Land and land improvements
$
107,945

 
$
14,172

 
$
187,301

 
$
309,418

 
$
47,865

 
$
413,588

 
$
18,496

 
$
479,949

Buildings and improvements
1,138,484

 
125,763

 
1,324,371

 
2,588,618

 
535,436

 
2,239,422

 
79,205

 
2,854,063

Acquired lease intangibles
61,163

 

 
104,309

 
165,472

 
68,084

 
12,383

 
11,271

 
91,738

Construction in progress
36,174

 

 

 
36,174

 

 

 

 

Real property held for sale
17,435

 

 

 
17,435

 

 
396,265

 
22,032

 
418,297

Right of use assets, net

 

 
58,377

 
58,377

 

 

 

 

Receivables and other assets
6,742

 

 
419

 
7,161

 
1,255

 
1,322

 
6

 
2,583

Total assets acquired(1)
1,367,943

 
139,935

 
1,674,777

 
3,182,655

 
652,640

 
3,062,980

 
131,010

 
3,846,630

Secured debt
(43,209
)
 

 

 
(43,209
)
 
(89,973
)
 

 
(14,769
)
 
(104,742
)
Lease liabilities

 

 
(47,740
)
 
(47,740
)
 

 

 

 

Accrued expenses and other liabilities  
(9,639
)
 
(100
)
 
(23,483
)
 
(33,222
)
 
(14,686
)
 
(13,199
)
 
(910
)
 
(28,795
)
Total liabilities acquired
(52,848
)
 
(100
)
 
(71,223
)
 
(124,171
)
 
(104,659
)
 
(13,199
)
 
(15,679
)
 
(133,537
)
Noncontrolling interests(2)
(39,570
)
 
(1,056
)
 
(1,201
)
 
(41,827
)
 
(9,818
)
 
(512,741
)
 

 
(522,559
)
Non-cash acquisition related activity(3)
(11,889
)
 

 

 
(11,889
)
 

 

 

 

Cash disbursed for acquisitions
1,263,636

 
138,779

 
1,602,353

 
3,004,768

 
538,163

 
2,537,040

 
115,331

 
3,190,534

Construction in progress additions
184,581

 
37,649

 
42,316

 
264,546

 
28,222

 
49,619

 
16,733

 
94,574

Less: Capitalized interest
(5,972
)
 
(1,565
)
 
(2,867
)
 
(10,404
)
 
(2,608
)
 
(1,932
)
 
(1,817
)
 
(6,357
)
Foreign currency translation
3,597

 
329

 

 
3,926

 
2,151

 
180

 

 
2,331

Accruals(4)

 

 
45

 
45

 

 

 
(2,402
)
 
(2,402
)
Cash disbursed for construction in progress
182,206

 
36,413

 
39,494

 
258,113

 
27,765

 
47,867

 
12,514

 
88,146

Capital improvements to existing properties
160,260

 
10,337

 
35,816

 
206,413

 
127,274

 
6,766

 
39,595

 
173,635

Total cash invested in real property, net of cash acquired
$
1,606,102

 
$
185,529

 
$
1,677,663

 
$
3,469,294

 
$
693,202

 
$
2,591,673

 
$
167,440

 
$
3,452,315

(1) Excludes $1,910,000 and $391,580,000 of unrestricted and restricted cash acquired during the nine months ended September 30, 2019 and 2018, respectively.
(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.

10

WELLTOWER INC.
 NOTES TO UNAUDITED 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):
 
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
Development projects:
 
 
 
 
Seniors Housing Operating
 
$
28,117

 
$
86,931

Triple-net
 

 
90,055

Outpatient Medical
 

 
11,358

Total development projects
 
28,117

 
188,344

Expansion projects
 

 
8,879

Total construction in progress conversions
 
$
28,117

 
$
197,223

 
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):
 
 
September 30, 2019
 
December 31, 2018
Assets:
 
 
 
 
In place lease intangibles
 
$
1,486,255

 
$
1,410,725

Above market tenant leases
 
69,770

 
63,935

Below market ground leases (1)
 

 
64,513

Lease commissions
 
48,957

 
41,986

Gross historical cost
 
1,604,982

 
1,581,159

Accumulated amortization
 
(1,206,227
)
 
(1,197,336
)
Net book value
 
$
398,755

 
$
383,823

 
 
 
 
 
Weighted-average amortization period in years
 
9.5

 
16.0

 
 
 
 
 
Liabilities:
 
 
 
 
Below market tenant leases
 
$
94,581

 
$
81,676

Above market ground leases (1)
 

 
8,540

Gross historical cost
 
94,581

 
90,216

Accumulated amortization
 
(47,521
)
 
(44,266
)
Net book value
 
$
47,060

 
$
45,950

 
 
 
 
 
Weighted-average amortization period in years
 
8.2

 
14.7

 
(1) Effective on January 1, 2019 with the adoption of ASC 842, above and below market ground lease intangibles are reported within the right of use assets, net line on the Consolidated Balance Sheet.
The following is a summary of real estate intangible amortization for the periods presented (in thousands):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
  
 
2019
 
2018
 
2019
 
2018
Rental income related to (above)/below market tenant leases, net
 
$
291

 
$
(294
)
 
$
210

 
$
(978
)
Amortization related to in place lease intangibles and lease commissions
 
(48,414
)
 
(31,455
)
 
(101,837
)
 
(97,479
)


11

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):
 
 
Assets
 
Liabilities
2019
 
$
37,833

 
$
2,390

2020
 
103,599

 
8,868

2021
 
53,156

 
7,899

2022
 
36,057

 
7,163

2023
 
29,858

 
5,031

Thereafter
 
138,252

 
15,709

Total
 
$
398,755

 
$
47,060

 
5. Dispositions and Assets Held for Sale
We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). During three months ended September 30, 2019, we disposed of our Benchmark Senior Living portfolio for a gross sale price of $1.8 billion and a gain on sale of $520 million. Proceeds were used to extinguish the $1 billion unsecured term loan and $24 million of secured debt.
At September 30, 2019, 12 Seniors Housing Operating, eight Triple-net, and five Outpatient Medical properties with an aggregate real estate balance of $336,649,000 were classified as held for sale. In addition, secured debt of $24,338,000 and net other assets and liabilities of $7,608,000 related to the held for sale properties. During the nine months ended September 30, 2019, we recorded net impairment charges of $13,121,000 related to certain held for sale properties for which the carrying value exceeded the fair values, less estimated costs to sell, and $14,914,000 related to five held for use properties for which the carrying value exceeded the sum of the future undiscounted cash flows. The following is a summary of our real property disposition activity for the periods presented (in thousands):
 
 
Nine Months Ended September 30,
 
 
2019
 
2018
Real estate dispositions:
 
 
 
 
Seniors Housing Operating
 
$
1,204,084

 
$
2,200

Triple-net
 
660,885

 
604,480

Outpatient Medical
 
482

 
223,069

Total dispositions
 
1,865,451

 
829,749

Gain (loss) on real estate dispositions, net
 
735,977

 
373,662

Net other assets/liabilities disposed
 
(357
)
 
5,090

Proceeds from real estate dispositions
 
$
2,601,071

 
$
1,208,501


     Dispositions and Assets Held for Sale
Pursuant to our adoption of ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, operating results attributable to properties sold subsequent to or classified as held for sale after January 1, 2014 and which do not meet the definition of discontinued operations are no longer reclassified on our Consolidated Statements of Comprehensive Income. The following represents the activity related to these properties for the periods presented (in thousands):
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
Total revenues
 
$
37,431

 
$
126,386

 
$
271,119

 
$
381,440

Expenses:
 
 
 
 
 
 
 
 
Interest expense
 
455

 
643

 
1,716

 
2,144

Property operating expenses
 
22,576

 
79,989

 
172,738

 
233,858

Provision for depreciation
 
188

 
16,556

 
25,563

 
55,341

Total expenses
 
23,219

 
97,188

 
200,017

 
291,343

Income (loss) from real estate dispositions, net
 
$
14,212

 
$
29,198

 
$
71,102

 
$
90,097

 

12

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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). For leases that commenced prior to January 1, 2019, we used the incremental borrowing rate on December 31, 2018.
We sublease certain real estate to a third party. Our sublease portfolio consists of a finance lease with Genesis HealthCare for seven buildings.
The components of lease expense were as follows for the period presented (in thousands):
 
 
Classification
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
Operating lease cost: (1)
 
 
 
 
 
 
Real estate lease expense
 
Property operating expenses
 
$
3,647

 
$
18,326

Non-real estate lease expense
 
General and administrative expenses
 
516

 
1,286

Finance lease cost:
 
 
 
 
 
 
Amortization of leased assets
 
Property operating expenses
 
2,304

 
6,549

Interest on lease liabilities
 
Interest expense
 
1,328

 
3,497

Sublease income
 
Rental income
 
(1,043
)
 
(3,130
)
Total
 
 
 
$
6,752

 
$
26,528


(1) Includes short-term leases which are immaterial.

Maturities of lease liabilities as of September 30, 2019 are as follows (in thousands):

 
 
Operating Leases
 
Finance Leases
2019
 
$
5,040

 
$
2,511

2020
 
19,873

 
9,121

2021
 
19,781

 
8,787

2022
 
18,594

 
8,161

2023
 
18,559

 
69,244

Thereafter
 
1,107,479

 
94,590

Total lease payments
 
1,189,326

 
192,414

Less: Imputed interest
 
(845,411
)
 
(81,791
)
Total present value of lease liabilities
 
$
343,915

 
$
110,623




13

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Supplemental balance sheet information related to leases was as follows as of September 30, 2019 (in thousands, except lease terms and discount rate):
 
Classification
 
September 30, 2019
Right of use assets:
 
 
 
Operating leases - real estate
Right of use assets, net
 
$
372,831

Finance leases - real estate
Right of use assets, net
 
163,858

Real estate right of use assets, net
 
 
536,689

Operating leases - corporate
Receivables and other assets
 
4,711

Total right of use assets, net
 
 
$
541,400

 
 
 
 
Lease liabilities:
 
 
 
Operating leases
 
 
$
343,915

Financing leases
 
 
110,623

Total
 
 
$
454,538

 
 
 
 
Weighted average remaining lease term (years):
 
 
 
Operating leases
 
 
48.0

Finance leases
 
 
16.3

 
 
 
 
Weighted average discount rate:
 
 
 
Operating leases
 
 
5.19
%
Finance leases
 
 
5.17
%


Supplemental cash flow information related to leases was as follows for the date indicated (in thousands):
 
Classification
 
Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash flows from operating leases
Decrease (increase) in receivables and other assets
 
$
4,858

Operating cash flows from operating leases
Increase (decrease) in accrued expenses and other liabilities
 
(4,949
)
Operating cash flows from finance leases
Decrease (increase) in receivables and other assets
 
8,241

Financing cash flows from finance leases
Other financing activities
 
(2,487
)


Substantially all of our operating leases in which we are the lessor contain escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Leases in our Outpatient Medical portfolio typically include some form of operating expense reimbursement by the tenant. We recognized $1,178,817,000 of rental and other revenues related to operating leases, of which $147,815,000 was for variable lease payments, for the nine months ended September 30, 2019, which primarily represents the reimbursement of operating costs such as common area maintenance expenses, utilities, insurance and real estate taxes. The following table sets forth the future minimum lease payments receivable for leases in effect at September 30, 2019 (excluding properties in our Seniors Housing Operating partnerships and excluding any operating expense reimbursements) (in thousands):

2019
 
$
344,158

2020
 
1,356,086

2021
 
1,324,256

2022
 
1,296,077

2023
 
1,239,804

Thereafter
 
9,576,700

Totals
 
$
15,137,081





14

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7. Real Estate Loans Receivable
Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for discussion of our accounting policies for real estate loans receivable and related interest income. 
The following is a summary of our net real estate loans receivable (in thousands):
 
 
September 30, 2019
 
December 31, 2018
Mortgage loans
 
$
320,989

 
$
317,443

Other real estate loans
 
108,913

 
81,268

Less allowance for losses on loans receivable
 
(68,372
)
 
(68,372
)
Totals
 
$
361,530

 
$
330,339


The following is a summary of our real estate loan activity for the periods presented (in thousands):
 
Nine Months Ended
 
September 30, 2019
 
September 30, 2018
 
 
Triple-net
 
Outpatient
Medical
 
Totals
 
Seniors Housing Operating
 
Triple-net
 
Outpatient
Medical
 
Totals
Advances on real estate loans receivable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments in new loans
 
$
25,000

 
$
5,000

 
$
30,000

 
$
11,806

 
$
10,628

 
$
14,993

 
$
37,427

Draws on existing loans
 
33,955

 
18,390

 
52,345

 

 
29,709

 

 
29,709

Net cash advances on real estate loans
 
58,955

 
23,390

 
82,345

 
11,806

 
40,337

 
14,993

 
67,136

Receipts on real estate loans receivable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loan payoffs
 
29,020

 

 
29,020

 

 
116,161

 

 
116,161

Principal payments on loans
 
3,110

 

 
3,110

 

 
33,431

 

 
33,431

Net cash receipts on real estate loans
 
32,130

 

 
32,130

 

 
149,592

 

 
149,592

Net cash advances (receipts) on real estate loans
 
$
26,825

 
$
23,390

 
$
50,215

 
$
11,806

 
$
(109,255
)
 
$
14,993

 
$
(82,456
)
 
In 2016, we restructured real estate loans with Genesis HealthCare and recorded a loan loss charge in the amount of $6,935,000 on one of the loans as the present value of expected future cash flows was less than the carrying value of the loan. In 2017, we recorded an additional loan loss charge of $62,966,000 relating to real estate loans with Genesis HealthCare based on an estimation of expected future cash flows discounted at the effective interest rate of the loans. In March 2019, we recognized a provision for loan losses of $18,690,000 to fully reserve for certain Triple-net real estate loans receivable that were no longer deemed collectible. During the quarter ended June 30, 2019, these loans were written off. As of September 30, 2019, the allowance for loan loss balance of $68,372,000 is deemed to be sufficient to absorb expected losses. At September 30, 2019, we had one real estate loan with an outstanding balance of $2,534,000 on non-accrual status.
The following is a summary of our impaired loans (in thousands):
 
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
Balance of impaired loans at end of period
 
$
188,043

 
$
201,971

Allowance for loan losses
 
68,372

 
68,372

Balance of impaired loans not reserved
 
$
119,671

 
$
133,599

Average impaired loans for the period
 
$
194,298

 
$
230,645

Interest recognized on impaired loans(1)
 
12,082

 
13,361

 
(1) Represents cash interest recognized in the period since loans were identified as impaired.


15

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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 entities 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)
 
September 30, 2019
 
December 31, 2018
Seniors Housing Operating
 
10% to 50%
 
$
409,522

 
$
344,982

Triple-net
 
10% to 49%
 
8,038

 
34,284

Outpatient Medical
 
43% to 50%
 
139,294

 
103,648

Total
 
 
 
$
556,854

 
$
482,914

 
(1) Excludes ownership of in-substance real estate.

At September 30, 2019, the aggregate unamortized basis difference of our joint venture investments of $102,144,000 is primarily attributable to the difference between the amount for which we purchase our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the joint venture. This difference is being amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities. 
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 nine months ended September 30, 2019, excluding our share of NOI in unconsolidated entities (dollars in thousands):
 
 
Number of
 
Total
 
Percent of
Concentration by relationship:(1,4)
 
Properties
 
NOI
 
NOI(2)
Sunrise Senior Living(3)
 
165

 
$
257,372

 
14%
ProMedica
 
218

 
161,313

 
9%
Revera(3)
 
98

 
109,953

 
6%
Genesis HealthCare
 
54

 
90,451

 
5%
Belmont Village
 
21

 
59,763

 
3%
Remaining portfolio  
 
983

 
1,152,110

 
63%
Totals  
 
1,539

 
$
1,830,962

 
100%
 
(1) Genesis Healthcare and ProMedica are in our Triple-net segment. Sunrise Senior Living, Revera, and Belmont Village are in our Seniors Housing Operating segment.
(2) NOI with our top five relationships comprised 38% of total NOI for the year ended December 31, 2018.
(3) Revera owns a controlling interest in Sunrise Senior Living.
(4) Excludes the Benchmark Senior Living portfolio which was disposed of in July 2019

10. Borrowings Under Credit Facilities and Commercial Paper Program 
 At September 30, 2019, we had a primary unsecured credit facility with a consortium of 31 banks that includes a $3,000,000,000 unsecured revolving credit facility ($500,000,000 outstanding at September 30, 2019), 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 September 30, 2019). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate (2.84% at September 30, 2019). The applicable margin is based on our debt ratings and was 0.825% at September 30, 2019. 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 September 30, 2019. 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 (the "Commercial Paper Program"). Under the terms of the program, we may issue unsecured commercial paper notes with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $1,000,000,000. As of September 30,


16

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


2019, there was a balance of $834,586,000 outstanding on the Commercial Paper Program ($835,000,000 in principal outstanding net of an unamortized discount of $414,000), which reduces the borrowing capacity on the unsecured revolving credit facility. The notes bear interest at various floating rates with a weighted average of 2.32% as of September 30, 2019 and a weighted average maturity of eight days as of September 30, 2019.
The following information relates to aggregate borrowings under the unsecured revolving credit facility and Commercial Paper Program for the periods presented (dollars in thousands): 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2019
 
2018
 
2019
 
2018
Balance outstanding at quarter end
 
$
1,335,000

 
$
1,312,000

 
$
1,335,000

 
$
1,312,000

Maximum amount outstanding at any month end
 
$
1,335,000

 
$
2,148,000

 
$
2,880,000

 
$
2,148,000

Average amount outstanding (total of daily
 
 
 
 
 
 
 
 
principal balances divided by days in period)
 
$
1,296,185

 
$
1,519,000

 
$
1,299,963

 
$
819,516

Weighted average interest rate (actual interest
 
 
 
 
 
 
 
 
expense divided by average borrowings outstanding)
 
2.82
%
 
3.00
%
 
3.02
%
 
2.95
%
 
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 unsecured notes are redeemable at our option, at any time in whole or from time to time in part, at a redemption price equal to the sum of (1) the principal amount of the notes (or portion of such notes) being redeemed plus accrued and unpaid interest thereon up to the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection with early redemptions. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. At September 30, 2019, the annual principal payments due on these debt obligations were as follows (in thousands):
 
 
Senior
Unsecured Notes(1,2)
 
Secured
Debt (1,3)
 
Totals
2019
 
$

 
$
256,322

 
$
256,322

2020(4)
 
226,501

 
160,897

 
387,398

2021
 

 
380,866

 
380,866

2022
 
10,000

 
353,548

 
363,548

2023(5,6)
 
1,788,750

 
329,449

 
2,118,199

Thereafter(7,8)
 
7,792,025

 
1,157,933

 
8,949,958

Totals
 
$
9,817,276

 
$
2,639,015

 
$
12,456,291

 
(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the Consolidated Balance Sheet.
(2) Annual interest rates range from 2.79% to 6.50%.
(3) Annual interest rates range from 1.39% to 12.00%. Carrying value of the properties securing the debt totaled $5,922,479,000 at September 30, 2019.
(4) Includes a $300,000,000 Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $226,501,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2019).
(5) Includes a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $188,750,000 based on the Canadian/U.S. Dollar exchange rate on September 30, 2019). The loan matures on July 19, 2023 and bears interest at the Canadian Dealer Offered Rate plus 0.9% (2.86% at September 30, 2019).
(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% (2.96% at September 30, 2019).
(7) Includes a £550,000,000 4.80% senior unsecured notes due 2028 (approximately $676,775,000 based on the Sterling/U.S. Dollar exchange rate in effect on September 30, 2019).
(8) Includes a £500,000,000 4.50% senior unsecured notes due 2034 (approximately $615,250,000 based on the Sterling/U.S. Dollar exchange rate in effect on September 30, 2019).






17

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our senior unsecured notes principal activity during the periods presented (dollars in thousands):
 
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
 
 
 
Weighted Avg.
 
 
 
Weighted Avg.
 
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
Beginning balance
 
$
9,699,984

 
4.48%
 
$
8,417,447

 
4.31%
Debt issued
 
3,260,000

 
3.47%
 
2,850,000

 
4.57%
Debt extinguished
 
(3,107,500
)
 
4.47%
 
(1,450,000
)
 
3.46%
Foreign currency
 
(35,208
)
 
4.35%
 
(63,751
)
 
4.30%
Ending balance
 
$
9,817,276

 
4.12%
 
$
9,753,696

 
4.45%
 
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands): 
 
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
 
 
 
Weighted Avg.
 
 
 
Weighted Avg.
 
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
Beginning balance
 
$
2,485,711

 
3.90%
 
$
2,618,408

 
3.76%
Debt issued
 
318,854

 
3.51%
 
44,606

 
3.38%
Debt assumed
 
42,000

 
4.62%
 
99,552

 
4.30%
Debt extinguished
 
(193,604
)
 
4.37%
 
(196,573
)
 
5.66%
Principal payments
 
(40,348
)
 
3.69%
 
(42,294
)
 
3.91%
Foreign currency
 
26,402

 
3.20%
 
(43,944
)
 
3.29%
Ending balance
 
$
2,639,015

 
3.66%
 
$
2,479,755

 
3.79%
 
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 September 30, 2019, 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 were used to hedge the variable cash flows associated with variable-rate debt.

Periodically, we enter into and designate interest rate locks to partially hedge the risk of changes in interest payments attributable to increases in the benchmark interest rate during the period leading up to the probable issuance of fixed-rate debt. We designate our interest rate locks as cash flow hedges. Gains and losses when we settle our interest rate locks are amortized into income over

18

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 income.

     Foreign Currency Forward Contracts and Cross Currency Swap Contracts Designated as Net Investment Hedges
We use foreign currency forward and cross currency forward swap contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. Dollar of the instrument is recorded as a cumulative translation adjustment component of OCI. 
During the nine months ended September 30, 2019 and 2018, we settled certain net investment hedges generating cash proceeds of $6,716,000 and necessitating cash payments of $70,937,000, 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): 
 
 
September 30, 2019
 
December 31, 2018
Derivatives designated as net investment hedges:
 
 
 
 
Denominated in Canadian Dollars
 
$
725,000

 
$
575,000

Denominated in Pounds Sterling
 
£
1,340,708

 
£
890,708

 
 
 
 
 
Financial instruments designated as net investment hedges:
 
 
 
 
Denominated in Canadian Dollars
 
$
250,000

 
$
250,000

Denominated in Pounds Sterling
 
£
1,050,000

 
£
1,050,000

 
 
 
 
 
Interest rate swaps designated as cash flow hedges:
 
 
 
 
Denominated in U.S Dollars (1)
 
$
1,188,250

 
$

 
 
 
 
 
Derivative instruments not designated:
 
 
 
 
Interest rate caps denominated in U.S. Dollars
 
$
405,819

 
$
405,819

Forward purchase contracts denominated in Canadian Dollars
 
$
(200,000
)
 
$
(325,000
)
Forward sales contracts denominated in Canadian Dollars
 
$
237,000

 
$
405,000

Forward purchase contracts denominated in Pounds Sterling
 
£
(125,000
)
 
£
(350,000
)
Forward sales contracts denominated in Pounds Sterling
 
£
125,000

 
£
350,000

 
(1) At September 30, 2019 the maximum maturity date was July 15, 2021.
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):
 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
Location
 
2019
 
2018
 
2019
 
2018
Gain (loss) on derivative instruments designated as hedges recognized in income
 
Interest expense
 
$
7,478

 
$
4,185

 
$
19,945

 
$
8,008

 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on derivative instruments not designated as hedges recognized in income
 
Interest expense
 
$
600

 
$
(203
)
 
$
(2,065
)
 
$
2,250

 
 
 
 
 
 
 
 
 
 
 
Gain (loss) on foreign exchange contracts and term loans designated as net investment hedge recognized in OCI
 
OCI
 
$
78,947

 
$
12,200

 
$
91,672

 
$
100,205

 

19

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

13. Commitments and Contingencies
At September 30, 2019, we had 14 outstanding letter of credit obligations totaling $50,418,000 and expiring between 2019 and 2024. At September 30, 2019, we had outstanding construction in progress of $466,286,000 and were committed to providing additional funds of approximately $460,810,000 to complete construction. Purchase obligations include contingent purchase obligations totaling $9,157,000. These contingent purchase obligations relate to unfunded capital improvement obligations and contingent obligations on acquisitions. Rents due from the tenant 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: 
 
 
September 30, 2019
 
December 31, 2018
Preferred Stock:
 
 
 
 
Authorized shares
 
50,000,000

 
50,000,000

Issued shares
 

 
14,375,000

Outstanding shares
 

 
14,369,965

 
 
 
 
 
Common Stock, $1.00 par value:
 
 
 
 
Authorized shares
 
700,000,000

 
700,000,000

Issued shares
 
407,058,274

 
384,849,236

Outstanding shares
 
405,757,860

 
383,674,603

 
   Preferred Stock The following is a summary of our preferred stock activity during the periods indicated: 
 
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
 
 
 
Weighted Avg.
 
 
 
Weighted Avg.
 
 
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 nine months ended September 30, 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 separate amended and restated equity distribution agreements whereby we can offer and sell up to $1,500,000,000 aggregate amount of our common stock ("Equity Shelf Program"). The Equity Shelf Program also allows us to enter into forward sale agreements. As of September 30, 2019, we had $1,333,682,000 of remaining capacity under the Equity Shelf Program, which excludes forward sales agreements outstanding for the sale of 5,152,658 shares with maturity dates in the fourth quarter and 2020. We expect to physically settle the forward sales for cash proceeds.
The following is a summary of our common stock issuances during the nine months ended September 30, 2019 and 2018 (dollars in thousands, except average price amounts): 

20

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
 
Shares Issued
 
Average Price
 
Gross Proceeds
 
Net Proceeds
2018 Dividend reinvestment plan issuances
 
1,755,446

 
$
64.24

 
$
112,770

 
$
112,294

2018 Option exercises
 
32,120

 
39.94

 
1,283

 
1,283

2018 Equity shelf program issuances
 
1,944,511

 
66.72

 
129,744

 
128,834

2018 Preferred stock conversions
 
83

 
 
 

 

2018 Stock incentive plans, net of forfeitures
 
112,868

 
 
 

 

2018 Totals
 
3,845,028

 
 
 
$
243,797

 
$
242,411

 
 
 
 
 
 
 
 
 
2019 Dividend reinvestment plan issuances
 
4,438,787

 
$
75.59

 
$
335,535

 
$
332,054

2019 Option exercises
 
10,736

 
51.32

 
551

 
551

2019 Equity Shelf Program issuances
 
4,729,045

 
75.24

 
355,803

 
353,500

2019 Preferred stock conversions
 
12,712,452

 
 
 

 

2019 Stock incentive plans, net of forfeitures
 
192,237

 
 
 

 

2019 Totals
 
22,083,257

 
 
 
$
691,889

 
$
686,105

 
Dividends  The increase in dividends is primarily attributable to increases in our common shares outstanding, offset by the conversion of the Series I Preferred Stock as described above. The following is a summary of our dividend payments (in thousands, except per share amounts): 
 
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
  
 
Per Share
 
Amount
 
Per Share
 
Amount
Common Stock
 
$
2.6100

 
$
1,051,687

 
$
2.6100

 
$
971,280

Series I Preferred Stock
 

 

 
2.4375

 
35,028

Totals
 
 
 
$
1,051,687

 
 
 
$
1,006,308

 
Accumulated Other Comprehensive Income  The following is a summary of accumulated other comprehensive income (loss) for the periods presented (in thousands):
 
September 30, 2019
 
December 31, 2018
Foreign currency translation
$
(947,585
)
 
$
(868,006
)
Derivative instruments
830,449

 
738,777

Actuarial losses
(540
)
 
(540
)
Total accumulated other comprehensive loss
$
(117,676
)
 
$
(129,769
)

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 five years. Options expire ten years from the date of grant. Stock-based compensation expense totaled $5,309,000 and $20,501,000 for the three and nine months ended September 30, 2019, respectfully, and $6,075,000 and $22,800,000 for the same periods in 2018.

21

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

16. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2019
 
2018
 
2019
 
2018
Numerator for basic and diluted earnings
 
 
 
 
 
 
 
 
per share - net income (loss) attributable
 
 
 
 
 
 
 
 
to common stockholders
 
$
589,876

 
$
64,384

 
$
1,008,108

 
$
656,487

 
 
 
 
 
 
 
 
 
Denominator for basic earnings per
 
 
 
 
 
 
 
 
share - weighted average shares
 
405,023

 
373,023

 
400,441

 
372,052

Effect of dilutive securities:
 
 
 
 
 

 
 
Employee stock options
 

 
6

 

 
12

Non-vested restricted shares
 
757

 
348

 
860

 
464

Redeemable shares
 
1,096

 
1,096

 
1,096

 
1,096

Employee stock purchase program
 
15

 
14

 
15

 
14

Dilutive potential common shares
 
1,868

 
1,464

 
1,971

 
1,586

Denominator for diluted earnings per
 
 
 
 
 
 
 
 
share - adjusted weighted average shares
 
406,891

 
374,487

 
402,412

 
373,638

 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
1.46

 
$
0.17

 
$
2.52

 
$
1.76

Diluted earnings per share
 
$
1.45

 
$
0.17

 
$
2.51

 
$
1.76


The Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the 2018 calculation as the effect of the conversions were anti-dilutive. As of September 30, 2019, forward sales agreements outstanding for the sale of 5,152,658 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 
 U.S. GAAP provides authoritative guidance for measuring and disclosing fair value measurements of assets and liabilities. The guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Please see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information. The guidance describes three levels of inputs that may be used to measure fair value: 
Level 1 - Quoted prices in active markets for identical assets or liabilities. 
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for 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 and Other Real Estate Loans Receivable — The fair value of mortgage loans and other real estate loans receivable is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to 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. 
Unsecured Revolving Credit Facility and Commercial Paper Program — The carrying amount of the unsecured revolving credit facility and Commercial Paper Program approximates fair value because the borrowings are interest rate adjustable. 

22

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Senior Unsecured Notes — The fair value of the senior unsecured notes payable was estimated based on Level 1 publicly available trading prices. The carrying amount of the variable rate senior unsecured notes approximates fair value because they are interest rate adjustable. 
Secured Debt — The fair value of fixed rate secured debt is estimated using Level 2 inputs by discounting the estimated future cash flows using the current rates at which similar loans would be made with similar credit ratings and for the same remaining maturities. The carrying amount of variable rate secured debt approximates fair value because the borrowings are interest rate adjustable. 
Foreign Currency Forward Contracts, Interest Rate Swaps and Cross Currency Swaps — Foreign currency forward contracts, interest rate swaps and cross currency swaps are recorded in other assets or other liabilities on the balance sheet at fair value that is derived from observable market data, including yield curves and foreign exchange rates (all of our derivatives are Level 2).
Redeemable OP Unitholder Interests — Our redeemable unitholder interests are recorded on the balance sheet at fair value using Level 2 inputs. The fair value is measured using the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, one share of our common stock per unit, subject to adjustment in certain circumstances. 
The carrying amounts and estimated fair values of our financial instruments are as follows (in thousands):
 
 
September 30, 2019
 
December 31, 2018
 
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Financial assets:
 
 
 
 
 
 
 
 
Mortgage loans receivable
 
$
252,617

 
$
257,060

 
$
249,071

 
$
257,337

Other real estate loans receivable
 
108,913

 
109,400

 
81,268

 
82,742

Equity securities
 
10,617

 
10,617

 
11,286

 
11,286

Cash and cash equivalents
 
265,788

 
265,788

 
215,376

 
215,376

Restricted cash
 
64,947

 
64,947

 
100,753

 
100,753

Foreign currency forward contracts, interest rate swaps and cross currency swaps
 
153,179

 
153,179

 
94,729

 
94,729

 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
Unsecured revolving credit facility and commercial paper note program
 
$
1,334,586

 
$
1,334,586

 
$
1,147,000

 
$
1,147,000

Senior unsecured notes
 
9,730,047

 
10,229,289

 
9,603,299

 
10,043,797

Secured debt
 
2,623,010

 
2,688,384

 
2,476,177

 
2,499,130

Foreign currency forward contracts, interest rate swaps and cross currency swaps
 
59,120

 
59,120

 
71,109

 
71,109

 
 
 
 
 
 
 
 
 
Redeemable OP unitholder interests
 
$
134,610

 
$
134,610

 
$
103,071

 
$
103,071


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 September 30, 2019
 
 
Total
 
Level 1
 
Level 2
 
Level 3
Equity securities
 
$
10,617

 
$
10,617

 
$

 
$

Foreign currency forward contracts, interest rate swaps and cross currency swaps, net asset (liability)(1)
 
94,059

 

 
94,059

 

Redeemable OP unitholder interests
 
134,610

 

 
134,610

 

Totals 
 
$
239,286

 
$
10,617

 
$
228,669

 
$

(1) Please see Note 12 for additional information.




23

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Items Measured at Fair Value on a Nonrecurring Basis 
In addition to items that are measured at fair value on a recurring basis, we also have assets and liabilities in our balance sheet that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired/assumed. Asset impairments (if applicable, see Note 5 for impairments of real property and Note 7 for impairments of real estate 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 assisted living, independent living/continuing care retirement communities, independent supportive living communities (Canada), care homes with and without nursing (U.K.) and combinations thereof that are owned and/or operated through RIDEA structures (see Note 19). Under the Triple-net segment, we invest in seniors housing and health care real estate through acquisition and financing of primarily single tenant properties. Properties acquired are primarily leased under triple-net leases and we are not involved in the management of the property. Our outpatient medical properties are typically leased to multiple tenants and generally require a certain level of property management by us.
We evaluate performance based upon consolidated NOI of each segment. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.    
Non-segment revenue consists mainly of interest income on certain non-real estate investments and other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. There are no intersegment sales or transfers.
Summary information for the reportable segments (which excludes unconsolidated entities) is as follows (in thousands): 

24

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, 2019:

Seniors Housing Operating

Triple-net
 
Outpatient Medical

Non-segment / Corporate

Total
Resident fees and services

$
834,121


$

 
$


$


$
834,121

Rental income



227,499

 
184,648




412,147

Interest income



15,279

 
358




15,637

Other income

1,375


1,829

 
183


841


4,228

Total revenues

835,496

 
244,607

 
185,189

 
841


1,266,133

 
 
 
 
 
 
 
 
 
 


Property operating expenses

581,341


13,922

 
60,325




655,588

Consolidated net operating income

254,155

 
230,685

 
124,864

 
841


610,545

 
 
 
 
 
 
 
 
 
 


Depreciation and amortization

148,126


57,147

 
67,172




272,445

Interest expense

16,356


3,076

 
3,363


114,548


137,343

General and administrative expenses




 


31,019


31,019

Loss (gain) on derivatives and financial instruments, net



1,244

 




1,244

Loss (gain) on extinguishment of debt, net

1,450



 


64,374


65,824

Impairment of assets

2,599


12,314

 
3,183




18,096

Other expenses

4,274


(2,496
)
 
524


3,884


6,186

Income (loss) from continuing operations before income taxes and other items

81,350

 
159,400

 
50,622

 
(212,984
)

78,388

Income tax (expense) benefit

(2,554
)

12

 
(302
)

(1,124
)

(3,968
)
(Loss) income from unconsolidated entities

(3,859
)

5,276

 
1,845




3,262

Gain (loss) on real estate dispositions, net

519,203


51,529

 
(482
)



570,250

Income (loss) from continuing operations

594,140

 
216,217

 
51,683

 
(214,108
)

647,932

Net income (loss)

$
594,140

 
$
216,217

 
$
51,683

 
$
(214,108
)

$
647,932

 
 
 
 
 
 
 
 
 
 


Total assets

$
15,095,737


$
9,350,606

 
$
7,173,763


$
243,849


$
31,863,955

Three Months Ended September 30, 2018:
 
Seniors Housing Operating
 
Triple-net
 
Outpatient Medical
 
Non-segment / Corporate
 
Total
Resident fees and services
 
$
875,171

 
$

 
$

 
$

 
$
875,171

Rental income
 

 
203,039

 
139,848

 

 
342,887

Interest income
 
159

 
14,378

 
85

 

 
14,622

Other income
 
1,175

 
1,693

 
136

 
695

 
3,699

Total revenues
 
876,505

 
219,110

 
140,069

 
695

 
1,236,379

 
 
 
 
 
 
 
 
 
 


Property operating expenses
 
610,659

 
426

 
46,072

 

 
657,157

Consolidated net operating income
 
265,846

 
218,684

 
93,997

 
695

 
579,222

 
 
 
 
 
 
 
 
 
 


Depreciation and amortization
 
136,532

 
60,383

 
46,234

 

 
243,149

Interest expense
 
17,319

 
3,500

 
1,643

 
115,570

 
138,032

General and administrative expenses
 

 

 

 
28,746

 
28,746

Loss (gain) on derivatives and financial instruments, net
 

 
8,991

 

 

 
8,991

Loss (gain) on extinguishment of debt, net
 

 

 

 
4,038

 
4,038

Impairment of assets
 
562

 
6,178

 

 

 
6,740

Other expenses
 
(811
)
 
87,076


1,055

 
1,306

 
88,626

Income (loss) from continuing operations before income taxes and other items
 
112,244

 
52,556

 
45,065

 
(148,965
)
 
60,900

Income tax (expense) benefit
 
211

 
1,116

 
239

 
(3,307
)
 
(1,741
)
(Loss) income from unconsolidated entities
 
(6,705
)
 
5,377

 
1,672

 

 
344

Gain (loss) on real estate dispositions, net
 
(1
)
 
24,782

 
(58
)
 

 
24,723

Income (loss) from continuing operations
 
105,749

 
83,831

 
46,918

 
(152,272
)
 
84,226

Net income (loss)
 
$
105,749

 
$
83,831

 
$
46,918

 
$
(152,272
)
 
$
84,226



25

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2019
 
Seniors Housing Operating
 
Triple-net
 
Outpatient Medical
 
Non-segment / Corporate
 
Total
Resident fees and services
 
$
2,616,491

 
$

 
$

 
$

 
$
2,616,491

Rental income
 

 
681,893

 
496,924

 

 
1,178,817

Interest income
 

 
47,343

 
769

 

 
48,112

Other income
 
6,920

 
4,370

 
322

 
3,452

 
15,064

Total revenues
 
2,623,411

 
733,606

 
498,015

 
3,452

 
3,858,484

 
 
 
 
 
 
 
 
 
 

Property operating expenses
 
1,826,344

 
41,700

 
159,478

 

 
2,027,522

Consolidated net operating income
 
797,067

 
691,906

 
338,537

 
3,452

 
1,830,962

 
 
 
 
 
 
 
 
 
 

Depreciation and amortization
 
416,252

 
174,551

 
173,626

 

 
764,429

Interest expense
 
52,179

 
9,741

 
10,097

 
351,894

 
423,911

General and administrative expenses
 

 

 

 
100,042

 
100,042

Loss (gain) on derivatives and financial instruments, net
 

 
670

 

 

 
670

Loss (gain) on extinguishment of debt, net
 
1,450

 

 

 
80,093

 
81,543

Provision for loan losses
 

 
18,690

 

 

 
18,690

Impairment of assets
 
2,599

 
11,374

 
14,062

 

 
28,035

Other expenses
 
19,077

 
6,093

 
1,274

 
10,126

 
36,570

Income (loss) from continuing operations before income taxes and other items
 
305,510

 
470,787

 
139,478

 
(538,703
)
 
377,072

Income tax (expense) benefit
 
(2,798
)
 
(2,300
)
 
(1,253
)
 
(1,438
)
 
(7,789
)
(Loss) income from unconsolidated entities
 
(37,892
)
 
17,512

 
5,394

 

 
(14,986
)
Gain (loss) on real estate dispositions, net
 
518,493

 
217,973

 
(489
)
 

 
735,977

Income (loss) from continuing operations
 
783,313

 
703,972

 
143,130

 
(540,141
)
 
1,090,274

Net income (loss)
 
$
783,313

 
$
703,972

 
$
143,130

 
$
(540,141
)
 
$
1,090,274


Nine Months Ended September 30, 2018
 
Seniors Housing Operating
 
Triple-net
 
Outpatient Medical
 
Non-segment / Corporate
 
Total
Resident fees and services
 
$
2,374,450

 
$

 
$

 
$

 
$
2,374,450

Rental income
 

 
607,831

 
412,026

 

 
1,019,857

Interest income
 
416

 
42,176

 
140

 

 
42,732

Other income
 
3,973

 
16,282

 
401

 
1,561

 
22,217

Total revenues
 
2,378,839

 
666,289

 
412,567

 
1,561

 
3,459,256

 
 
 
 
 
 
 
 
 
 
 
Property operating expenses
 
1,648,262

 
583

 
133,528

 

 
1,782,373

Consolidated net operating income
 
730,577

 
665,706

 
279,039

 
1,561

 
1,676,883

 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
397,080

 
171,724

 
138,821

 

 
707,625

Interest expense
 
51,225

 
10,742

 
4,975

 
315,281

 
382,223

General and administrative expenses
 

 

 

 
95,282

 
95,282

Loss (gain) on derivatives and financial
instruments, net
 

 
(5,642
)
 

 

 
(5,642
)
Loss (gain) on extinguishment of debt, net
 
110

 
(32
)
 
11,928

 
4,038

 
16,044

Impairment of assets
 
5,075

 
34,482

 

 

 
39,557

Other expenses
 
5,168

 
89,153

 
3,748

 
4,327

 
102,396

Income (loss) from continuing operations before income taxes and other items
 
271,919

 
365,279

 
119,567

 
(417,367
)
 
339,398

Income tax (expense) benefit
 
(2,244
)
 
(708
)
 
(567
)
 
(3,651
)
 
(7,170
)
(Loss) income from unconsolidated entities
 
(21,389
)
 
16,260

 
4,293

 

 
(836
)
Gain (loss) on real estate dispositions, net
 
3

 
158,938

 
214,721

 

 
373,662

Income (loss) from continuing operations
 
248,289

 
539,769

 
338,014

 
(421,018
)
 
705,054

Net income (loss)
 
$
248,289

 
$
539,769

 
$
338,014

 
$
(421,018
)
 
$
705,054





26

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands): 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
Revenues:
 
Amount
 
%
 
Amount
 
%
 
Amount
 
%
 
Amount
 
%
United States
 
$
1,039,016

 
82.1
%
 
$
1,007,203

 
81.5
%
 
$
3,175,059

 
82.3
%
 
$
2,766,726

 
80.0
%
United Kingdom
 
110,303

 
8.7
%
 
111,503

 
9.0
%
 
335,368

 
8.7
%
 
340,059

 
9.8
%
Canada
 
116,814

 
9.2
%
 
117,673

 
9.5
%
 
348,057

 
9.0
%
 
352,471

 
10.2
%
Total
 
$
1,266,133

 
100.0
%
 
$
1,236,379

 
100.0
%
 
$
3,858,484

 
100.0
%
 
$
3,459,256

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
 
 
 
September 30, 2019
 
December 31, 2018
 
 
 
 
Assets:
 
Amount
 
%
 
Amount
 
%
 
 
 
 
 
 
 
 
United States
 
$
26,302,481

 
82.5
%
 
$
24,884,292

 
82.0
%
 
 
 
 
 
 
 
 
United Kingdom
 
3,109,553

 
9.8
%
 
3,078,994

 
10.1
%
 
 
 
 
 
 
 
 
Canada
 
2,451,921

 
7.7
%
 
2,378,786

 
7.9
%
 
 
 
 
 
 
 
 
Total
 
$
31,863,955

 
100.0
%
 
$
30,342,072

 
100.0
%
 
 
 
 
 
 
 
 


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. 
     Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, a REIT may lease “qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary (“TRS”) if the property is operated on behalf of such TRS by a person who qualifies as an “eligible independent contractor”. Generally, the rent received from the TRS will meet the related party rent exception and will be treated as “rents from real property”. A “qualified health care property” includes real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility, or other licensed facility which extends medical or nursing or ancillary services to patients. We have entered into various joint ventures that were structured under RIDEA. Resident level rents and related operating expenses for these facilities are reported in the unaudited consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in TRS entities. Certain net operating loss carryforwards could be utilized to offset taxable income in future years. 
Income taxes reflected in the financial statements primarily represents U.S. federal, state and local income taxes as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The provision for income taxes for the nine months ended September 30, 2019 and 2018, was primarily due to operating income or losses, offset by certain discrete items at our TRS entities. In 2014, we established certain wholly-owned direct and indirect subsidiaries in Luxembourg and Jersey and transferred interests in certain foreign investments into this holding company structure. The structure includes a property holding company that is tax resident in the United Kingdom. No material adverse current tax consequences in Luxembourg, Jersey or the United Kingdom resulted from the creation of this holding company structure and most of the subsidiary entities in the structure are treated as disregarded entities of the company for U.S. federal income tax purposes. The company reflects current and deferred tax liabilities for any such withholding taxes incurred from this holding company structure in its consolidated financial statements. Generally, given current statutes of limitations, we are subject to audit by the foreign, federal, state and local taxing authorities under applicable local laws.

27

WELLTOWER INC.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


20. Variable Interest Entities 
We have entered into joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be Variable Interest Entities (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):
 
 
September 30, 2019
 
December 31, 2018
Assets:
 
 
 
 
Net real estate investments
 
$
963,338

 
$
973,813

Cash and cash equivalents
 
23,881

 
18,678

Receivables and other assets
 
16,929

 
14,600

Total assets(1)
 
$
1,004,148

 
$
1,007,091

 
 
 
 
 
Liabilities and equity:
 
 
 
 
Secured debt
 
$
461,480

 
$
465,433

Lease liabilities
 
1,326

 

Accrued expenses and other liabilities
 
22,521

 
18,229

Total equity
 
518,821

 
523,429

Total liabilities and equity
 
$
1,004,148

 
$
1,007,091

(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.


28

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 
EXECUTIVE SUMMARY
 
 
 
 
Company Overview
 
Business Strategy
 
Key Transactions
 
Key Performance Indicators, Trends and Uncertainties
 
Corporate Governance
 
 
 
 
LIQUIDITY AND CAPITAL RESOURCES
 
 
 
 
Sources and Uses of Cash
 
Off-Balance Sheet Arrangements
 
Contractual Obligations
 
Capital Structure
 
 
 
 
RESULTS OF OPERATIONS
 
 
 
 
Summary
 
Seniors Housing Operating
 
Triple-net
 
Outpatient Medical
 
Non-Segment/Corporate
 
 
 
 
OTHER
 
 
 
 
Non-GAAP Financial Measures
 
Critical Accounting Policies
 
Cautionary Statement Regarding Forward-Looking Statements

29

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis are based primarily on the unaudited consolidated financial statements of Welltower Inc. for the periods presented and should be read together with the notes thereto contained in this Quarterly Report on Form 10-Q. Other important factors are identified in our Annual Report on Form 10-K for the year ended December 31, 2018, including factors identified under the headings “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” References herein to “we,” “us,” “our,” or the “Company” refer to Welltower Inc. and its subsidiaries unless specifically noted otherwise.
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 three months ended September 30, 2019 (dollars in thousands):  
 
 
 
 
Percentage of
 
Number of
Type of Property
 
NOI(1)
 
NOI
 
Properties
Seniors Housing Operating
 
$
254,155

 
41.7
%
 
524

Triple-net
 
230,685

 
37.8
%
 
657

Outpatient Medical
 
124,864

 
20.5
%
 
358

Totals
 
$
609,704

 
100.0
%
 
1,539

 
 
 
 
 
 
 
(1) Represents consolidated 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.
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 guaranties 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 nine months ended September 30, 2019, resident fees and services and rental income represented 68% and 31%, respectively, of total revenues. Substantially all of our operating leases are designed with escalating rent structures. Leases with

30

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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, debt service payments (including principal and interest), real property investments (including acquisitions, capital expenditures, construction advances and transaction costs), loan advances, property operating expenses and general and administrative 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. At September 30, 2019, we had $265,788,000 of cash and cash equivalents, $64,947,000 of restricted cash and $1,665,000,000 of available borrowing capacity under our unsecured revolving credit facility.
Key Transactions
     Capital  The following summarizes key capital transaction that occurred during the nine months ended September 30, 2019:
In January 2019, we established an unsecured Commercial Paper Program. Under the terms of the program, we may issue, from time to time, unsecured commercial paper with maturities that vary, but do not exceed 397 days from the date of issue, up to a maximum aggregate principal amount outstanding at any time of $1,000,000,000.
In February 2019, we completed the issuance of $500,000,000 of 3.625% senior unsecured notes due 2024 and $550,000,000 of 4.125% senior unsecured notes due 2029 for net proceeds of approximately $1,036,964,000. In August 2019, we completed the issuance of $750,000,000 of 3.10% senior unsecured notes due 2030 and a follow-on issuance of $450,000,000 of 3.625% senior unsecured notes due 2024 priced to yield 2.494%, for net proceeds of approximately $1,209,328,000.
In February 2019, we elected to effect the mandatory conversion of all of the outstanding 6.50% Series I Cumulative Convertible Perpetual Preferred Stock. Each share of convertible stock was converted into 0.8857 shares of common stock.
During the nine months ended September 30, 2019, we extinguished $193,604,000 of secured debt at a blended average interest rate of 4.37%. Additionally, in March 2019 we repaid our $600,000,000 of 4.125% senior unsecured notes due 2019 and $450,000,000 of 6.125% senior unsecured notes due 2020. In September 2019, we repaid our $450,000,000 of 4.95% senior unsecured notes due 2021 and $600,000,000 of 5.25% senior unsecured notes due 2022.
In May 2019, we drew on a $1,000,000,000 unsecured term loan facility that matures on May 28, 2020 which was put in place to bridge the acquisition of the CNL Healthcare Properties portfolio. The unsecured term loan facility was subsequently extinguished in July 2019 with proceeds from the disposition of the Benchmark Senior Living portfolio.
During the nine months ended September 30, 2019, we entered into amended and restated Equity Shelf Program (as defined below) pursuant to which we may offer and sell up to $1,500,000,000 of common stock from time to time. We sold 14,321,000 shares of common stock under our ATM and DRIP programs, via both cash settle and forward sale agreements, generating expected gross proceeds of approximately $1,134,967,000.

31

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Investments  The following summarizes our property acquisitions and joint venture investments completed during the nine months ended September 30, 2019 (dollars in thousands): 
 
 
Properties
 
Investment Amount(1)
 
Capitalization Rates(2)
 
Book Amount(3)
Seniors Housing Operating
 
53

 
$
1,225,771

 
5.1
%
 
$
1,361,201

Triple-net
 
6

 
137,935

 
6.6
%
 
139,935

Outpatient Medical
 
75

 
1,591,807

 
5.7
%
 
1,674,358

Totals
 
134

 
$
2,955,513

 
5.5
%
 
$
3,175,494

 
 
 
 
 
 
 
 
 
(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 net operating income to be received in cash divided by investment amounts.
(3) Represents amounts recorded in net real estate investments including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our unaudited consolidated financial statements for additional information.
    Dispositions  The following summarizes property dispositions made during the nine months ended September 30, 2019 (dollars in thousands): 
 
 
Properties
 
Proceeds(1)
 
Capitalization Rates(2)
 
Book Amount(3)
Seniors Housing Operating(4)
 
51

 
$
1,772,276

 
5.4
%
 
$
1,204,084

Triple-net
 
57

 
902,731

 
7.9
%
 
660,885

Outpatient Medical(5)
 

 

 
%
 
482

Totals
 
108

 
$
2,675,007

 
6.3
%
 
$
1,865,451

 
 
 
 
 
 
 
 
 
(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 unaudited consolidated financial statements for additional information.
(4) Includes the disposition of an unconsolidated real estate investment.
(5) Reflects the disposition of an excess land parcel.
 
     Dividends Our Board of Directors announced the annual cash dividend of $3.48 per common share ($0.87 per share quarterly), consistent with 2018. The dividend declared for the quarter ended September 30, 2019 represents the 194th 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, concentration risk and credit strength. 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 Consolidated Statements 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. generally accepted accounting principles (“U.S. GAAP”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures (and FFO per share amounts) 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, except per share amounts):

32

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Net income (loss)
 
$
453,555

 
$
167,273

 
$
84,226

 
$
124,696

 
$
292,302

 
$
150,040

 
$
647,932

NICS
 
437,671

 
154,432

 
64,384

 
101,763

 
280,470

 
137,762

 
589,876

FFO
 
353,220

 
378,725

 
285,272

 
374,966

 
358,383

 
390,021

 
352,378

NOI
 
540,500

 
557,161

 
579,222

 
590,599

 
601,438

 
618,979

 
610,545

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per share data (fully diluted):
 
 
 
 
 
 
 
 
 
 
NICS
 
$
1.17

 
$
0.41

 
$
0.17

 
$
0.27

 
$
0.71

 
$
0.34

 
$
1.45

FFO
 
$
0.95

 
$
1.02

 
$
0.76

 
$
0.99

 
$
0.91

 
$
0.96

 
$
0.87

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 earnings before interest, taxes, depreciation and amortization (“EBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations 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: 
 
 
Three Months Ended
 
 
March, 31
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net debt to book capitalization ratio
 
42%
 
42%
 
46%
 
45%
 
43%
 
48%
 
45%
Net debt to undepreciated book capitalization ratio
 
35%
 
36%
 
39%
 
38%
 
36%
 
41%
 
38%
Net debt to market capitalization ratio
 
34%
 
31%
 
34%
 
31%
 
28%
 
30%
 
26%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest coverage ratio
 
6.67x
 
4.34x
 
3.38x
 
3.60x
 
4.80x
 
3.74x
 
7.61x
Fixed charge coverage ratio
 
5.49x
 
3.58x
 
2.85x
 
3.05x
 
4.38x
 
3.42x
 
6.96x
 
      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 periods indicated below: 

33

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Property mix:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Seniors Housing Operating
 
42%
 
43%
 
46%
 
43%
 
44%
 
45%
 
42%
Triple-net
 
41%
 
40%
 
38%
 
40%
 
39%
 
37%
 
38%
Outpatient Medical
 
17%
 
17%
 
16%
 
17%
 
17%
 
18%
 
20%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Relationship mix:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sunrise Senior Living(2)
 
15%
 
15%
 
15%
 
14%
 
15%
 
14%
 
14%
ProMedica
 
—%
 
—%
 
7%
 
9%
 
9%
 
9%
 
9%
Revera(2)
 
7%
 
7%
 
7%
 
6%
 
6%
 
6%
 
6%
Genesis HealthCare
 
6%
 
6%
 
6%
 
6%
 
5%
 
5%
 
5%
Belmont Village
 
3%
 
3%
 
3%
 
3%
 
3%
 
3%
 
4%
Remaining relationships
 
69%
 
69%
 
62%
 
62%
 
62%
 
63%
 
62%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geographic mix:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
California
 
14%
 
14%
 
13%
 
13%
 
13%
 
13%
 
14%
United Kingdom
 
10%
 
9%
 
9%
 
9%
 
9%
 
8%
 
8%
Texas
 
8%
 
8%
 
7%
 
8%
 
8%
 
8%
 
8%
New Jersey
 
8%
 
7%
 
7%
 
7%
 
7%
 
7%
 
7%
Canada
 
9%
 
8%
 
8%
 
8%
 
7%
 
7%
 
7%
Remaining geographic areas
 
51%
 
54%
 
56%
 
55%
 
56%
 
57%
 
56%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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.
Lease Expirations The following table sets forth information regarding lease expirations for certain portions of our portfolio as of September 30, 2019 (dollars in thousands):
 
 
Expiration Year(1)
 
 
2019
 
2020
 
2021
 
2022
 
2023
 
2024
 
2025
 
2026
 
2027
 
2028
 
Thereafter
Triple-net:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties
 
8

 

 
6

 
10

 
2

 
4

 
48

 
94

 
19

 
15

 
430

Base rent(2)
 
$
3,470

 
$

 
$
12,292

 
$
10,496

 
$
1,331

 
$
11,096

 
$
52,728

 
$
122,530

 
$
35,725

 
$
22,036

 
$
487,015

% of base rent
 
0.5
%
 
%
 
1.6
%
 
1.4
%
 
0.2
%
 
1.5
%
 
6.9
%
 
16.1
%
 
4.7
%
 
2.9
%
 
64.2
%
Units/beds
 
649

 

 
1,023

 
1,022

 
140

 
692

 
3,033

 
7,554

 
2,401

 
1,633

 
44,588

% of Units/beds
 
1.0
%
 
%
 
1.6
%
 
1.6
%
 
0.2
%
 
1.1
%
 
4.8
%
 
12.0
%
 
3.8
%
 
2.6
%
 
71.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outpatient Medical:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Square feet
 
514,534

 
1,614,257

 
2,017,333

 
2,158,069

 
2,129,097

 
2,128,846

 
1,207,793

 
1,482,284

 
864,668

 
932,339

 
6,141,513

Base rent(2)
 
$
11,453

 
$
44,978

 
$
56,712

 
$
58,920

 
$
57,737

 
$
62,850

 
$
31,700

 
$
38,283

 
$
21,554

 
$
23,984

 
$
133,599

% of base rent
 
2.1
%
 
8.3
%
 
10.5
%
 
10.9
%
 
10.7
%
 
11.6
%
 
5.9
%
 
7.1
%
 
4.0
%
 
4.4
%
 
24.5
%
Leases
 
148

 
415

 
417

 
420

 
435

 
337

 
184

 
193

 
120

 
106

 
294

% of Leases
 
4.8
%
 
13.5
%
 
13.6
%
 
13.7
%
 
14.2
%
 
11.0
%
 
6.0
%
 
6.3
%
 
3.9
%
 
3.5
%
 
9.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Excludes investments in unconsolidated entities, developments, land parcels, loans receivable and sub-leases. Investments classified as held for sale are included in the current year.
(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.
 
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 “Cautionary Statement Regarding Forward-Looking Statements” and other sections of this Quarterly Report on Form 10-Q. 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 our Annual Report on Form 10-K for the year ended December 31, 2018, under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of these risk factors.

34

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 Quarterly Report on Form 10-Q, 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, and general and administrative 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 (dollars in thousands):
 
 
Nine Months Ended
 
Change
 
 
September 30, 2019
 
September 30, 2018
 
$
 
%
Cash, cash equivalents and restricted cash at beginning of period
 
$
316,129

 
$
309,303

 
$
6,826

 
2
 %
Cash provided from (used in) operating activities
 
1,209,900

 
1,211,148

 
(1,248
)
 
 %
Cash provided from (used in) investing activities
 
(1,058,325
)
 
(2,133,293
)
 
1,074,968

 
50
 %
Cash provided from (used in) financing activities
 
(132,533
)
 
899,559

 
(1,032,092
)
 
-115
 %
Effect of foreign currency translation
 
(4,436
)
 
(5,432
)
 
996

 
18
 %
Cash, cash equivalents and restricted cash at end of period
 
$
330,735

 
$
281,285

 
$
49,450

 
18
 %
 
     Operating Activities The change in net cash provided from operating activities was immaterial. Please see “Results of Operations” for discussion of net income fluctuations. For the nine months ended September 30, 2019 and 2018, cash flow provided from operations exceeded cash distributions to stockholders. 
    Investing Activities  The changes in net cash provided from/used in investing activities are primarily attributable to changes in acquisition and dispositions, which are summarized above in “Key Transactions” and Notes 3 and 5 of our unaudited consolidated financial statements. The following is a summary of cash used in non-acquisition capital improvement activities (dollars in thousands): 
 
 
Nine Months Ended
 
Change
 
 
September 30, 2019
 
September 30, 2018
 
$
 
%
New development
 
$
258,113

 
$
88,146

 
$
169,967

 
193
%
Recurring capital expenditures, tenant improvements and lease commissions
 
86,488

 
57,384

 
29,104

 
51
%
Renovations, redevelopments and other capital improvements
 
119,925

 
116,251

 
3,674

 
3
%
Total
 
$
464,526

 
$
261,781

 
$
202,745

 
77
%
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 issuance/redemption of common and preferred stock and dividend payments which are summarized above in "Key Transactions". Please refer to Notes 10, 11 and 14 of our unaudited consolidated financial statements for additional information.
Off-Balance Sheet Arrangements 
At September 30, 2019, we had investments in unconsolidated entities with our ownership interests ranging from 10% to 50%. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. At September 30, 2019, we had 14 outstanding letter of credit obligations. Please see Notes 8, 12 and 13 to our unaudited consolidated financial statements for additional information.
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of September 30, 2019 (in thousands):
 
 
Payments Due by Period
Contractual Obligations
 
Total
 
2019
 
2020-2021
 
2022-2023
 
Thereafter
Unsecured credit facility and commercial paper(1,2)
 
$
1,335,000

 
$
835,000

 
$

 
$
500,000

 
$

Senior unsecured notes and term credit facilities:(2)
 

 
 
 
 
 
 
 
 
U.S. Dollar senior unsecured notes
 
7,600,000

 

 

 
1,100,000

 
6,500,000

Canadian Dollar senior unsecured notes(3)
 
226,501

 

 
226,501

 

 

Pounds Sterling senior unsecured notes(3)
 
1,292,025

 

 

 

 
1,292,025

U.S. Dollar term credit facility
 
510,000

 

 

 
510,000

 

Canadian Dollar term credit facility(3)
 
188,750

 

 

 
188,750

 

Secured debt:(2,3)
 

 
 
 
 
 
 
 
 
Consolidated
 
2,639,015

 
256,322

 
541,763

 
682,997

 
1,157,933

Unconsolidated  
 
800,225

 
11,817

 
75,636

 
61,013

 
651,759

Contractual interest obligations:(4)
 

 
 
 
 
 
 
 
 
Unsecured credit facility and commercial paper
 
54,389

 
4,012

 
28,787

 
21,590

 

Senior unsecured notes and term loans(3)
 
4,070,524

 
124,827

 
791,836

 
768,216

 
2,385,645

Consolidated secured debt(3)
 
414,543

 
23,972

 
152,966

 
102,246

 
135,359

Unconsolidated secured debt(3)
 
206,939

 
7,565

 
55,418

 
51,529

 
92,427

Financing lease liabilities(5)
 
192,414

 
2,511

 
17,908

 
77,405

 
94,590

Operating lease liabilities(5)
 
1,189,326

 
5,040

 
39,654

 
37,153

 
1,107,479

Purchase obligations(6)
 
469,967

 
111,914

 
310,941

 
47,112

 

Other long-term liabilities
 
123

 
123

 

 

 

Total contractual obligations
 
$
21,189,741

 
$
1,383,103

 
$
2,241,410

 
$
4,148,011

 
$
13,417,217

 
 
 
 
 
 
 
 
 
 
 
(1) Relates to our unsecured credit facility and commercial paper with an aggregate commitment of $3,000,000,000. See Note 10 to our unaudited consolidated financial statements for additional information.
(2) Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.
(3) Based on foreign currency exchange rates in effect as of balance sheet date.
(4) Based on variable interest rates in effect as of balance sheet date.
(5) See Note 6 to our unaudited consolidated financial statements for additional information.
(6) See Note 13 to our unaudited 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 September 30, 2019, 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, in turn, 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

35

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

(“DRIP”) under which we may issue up to 15,000,000 shares of common stock. As of October 21, 2019, 4,119,785 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 October 21, 2019, we had $1,333,682,000 of remaining capacity under the Equity Shelf Program, which excludes forward sales agreements outstanding for the sale of 6,018,906 shares with maturity dates in the fourth quarter and 2020. We expect to physically settle the forward sales for cash proceeds. 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.
Results of Operations
Summary
     Our primary sources of revenue include resident fees and services, rent and interest income. Our primary expenses include depreciation and amortization, interest expense, property operating expenses, 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"), which are discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations. The following is a summary of our results of operations (dollars in thousands, except per share amounts):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,

September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019

2018
 
Amount
 
%
 
2019
 
2018
 
Amount
 
%
Net income
 
$
647,932

 
$
84,226

 
$
563,706

 
669
%
 
$
1,090,274

 
$
705,054

 
$
385,220

 
55
%
NICS
 
589,876

 
64,384

 
525,492

 
816
%
 
1,008,108

 
656,487

 
351,621

 
54
%
FFO
 
352,378

 
285,272

 
67,106

 
24
%
 
1,100,782

 
1,017,217

 
83,565

 
8
%
EBITDA
 
1,061,688

 
467,148

 
594,540

 
127
%
 
2,286,403

 
1,802,072

 
484,331

 
27
%
NOI
 
610,545

 
579,222

 
31,323

 
5
%
 
1,830,962

 
1,676,883

 
154,079

 
9
%
SSNOI
 
440,759

 
437,628

 
3,131

 
0.7
%
 
1,217,372

 
1,210,808

 
6,564

 
0.5
%
Per share data (fully diluted):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NICS
 
$
1.45

 
$
0.17

 
$
1.28

 
753
%
 
$
2.51

 
$
1.76

 
$
0.75

 
43
%
FFO
 
$
0.87

 
$
0.76

 
$
0.11

 
14
%
 
$
2.74

 
$
2.72

 
$
0.02

 
1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest coverage ratio
 
7.61
x
 
3.38
x
 
4.23
x
 
125
%
 
5.36
x
 
4.73
x
 
0.63
x
 
13
%
Fixed charge coverage ratio
 
6.96
x
 
2.85
x
 
4.11
x
 
144
%
 
4.90
x
 
3.93
x
 
0.97
x
 
25
%
Seniors Housing Operating
The following is a summary of our NOI and SSNOI for the Seniors Housing Operating segment (dollars in thousands):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
NOI
 
$
254,155

 
$
265,846

 
$
(11,691
)
 
-4.4
 %
 
$
797,067

 
$
730,577

 
$
66,490

 
9.1
 %
Non SSNOI attributable to same store properties
 
(2,897
)
 
(1,323
)
 
(1,574
)
 
-119.0
 %
 
1,061

 
938

 
123

 
13.1
 %
NOI attributable to non same store properties(1)
 
(32,688
)
 
(46,374
)
 
13,686

 
29.5
 %
 
(242,615
)
 
(176,665
)
 
(65,950
)
 
-37.3
 %
SSNOI(2)
 
$
218,570

 
$
218,149

 
$
421

 
0.2
 %
 
$
555,513

 
$
554,850

 
$
663

 
0.1
 %
(1) Change primarily related to acquisitions and segment transitions during the relevant periods. See Non-GAAP Financial Measures for discussion of properties excluded from the same store pools and the SSNOI Property Reconciliations for details.
(2) For the three and nine month periods ended September 30, 2019 and 2018, amounts relate to 413 and 351 same store properties, respectively. The same store property pools include 39 and 19 properties that have undergone operator transitions within the same segment during the relevant periods for the three and nine month periods ended September 30, 2019 and 2018, respectively. Furthermore, the same store pools exclude 72 unconsolidated properties for both the three and nine month periods ended September 30, 2019 and 2018.



36

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of our Seniors Housing Operating results of operations (dollars in thousands):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Resident fees and services
 
$
834,121

 
$
875,171

 
$
(41,050
)
 
-5
 %
 
$
2,616,491

 
$
2,374,450

 
$
242,041

 
10
 %
Interest income
 

 
159

 
(159
)
 
-100
 %
 

 
416

 
(416
)
 
-100
 %
Other income
 
1,375

 
1,175

 
200

 
17
 %
 
6,920

 
3,973

 
2,947

 
74
 %
Total revenues
 
835,496

 
876,505

 
(41,009
)
 
-5
 %
 
2,623,411

 
2,378,839

 
244,572

 
10
 %
Property operating expenses
 
581,341

 
610,659

 
(29,318
)
 
-5
 %
 
1,826,344

 
1,648,262

 
178,082

 
11
 %
NOI(1)
 
254,155

 
265,846

 
(11,691
)
 
-4
 %
 
797,067

 
730,577

 
66,490

 
9
 %
Other expenses:
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 

Depreciation and amortization
 
148,126

 
136,532

 
11,594

 
8
 %
 
416,252

 
397,080

 
19,172

 
5
 %
Interest expense
 
16,356

 
17,319

 
(963
)
 
-6
 %
 
52,179

 
51,225

 
954

 
2
 %
Loss (gain) on extinguishment of debt, net
 
1,450

 

 
1,450

 
n/a

 
1,450

 
110

 
1,340

 
1,218
 %
Impairment of assets
 
2,599

 
562

 
2,037

 
362
 %
 
2,599

 
5,075

 
(2,476
)
 
-49
 %
Other expenses
 
4,274

 
(811
)
 
5,085

 
627
 %
 
19,077

 
5,168

 
13,909

 
269
 %
 
 
172,805

 
153,602

 
19,203

 
13
 %
 
491,557

 
458,658

 
32,899

 
7
 %
Income (loss) from continuing operations
before income taxes and other items
 
81,350

 
112,244

 
(30,894
)
 
-28
 %
 
305,510

 
271,919

 
33,591

 
12
 %
Income tax benefit (expense)
 
(2,554
)
 
211

 
(2,765
)
 
-1,310
 %
 
(2,798
)
 
(2,244
)
 
(554
)
 
-25
 %
Income (loss) from unconsolidated entities
 
(3,859
)
 
(6,705
)
 
2,846

 
42
 %
 
(37,892
)
 
(21,389
)
 
(16,503
)
 
-77
 %
Gain (loss) on real estate dispositions, net
 
519,203

 
(1
)
 
519,204

 
n/a

 
518,493

 
3

 
518,490

 
n/a

Income from continuing operations
 
594,140

 
105,749

 
488,391

 
462
 %
 
783,313

 
248,289

 
535,024

 
215
 %
Net income (loss)
 
594,140

 
105,749

 
488,391

 
462
 %
 
783,313

 
248,289

 
535,024

 
215
 %
Less: Net income (loss) attributable to
noncontrolling interests
 
46,849

 
405

 
46,444

 
11,468
 %
 
50,826

 
(1,259
)
 
52,085

 
4,137
 %
Net income (loss) attributable to
common stockholders
 
$
547,291

 
$
105,344

 
$
441,947

 
420
 %
 
$
732,487

 
$
249,548

 
$
482,939

 
194
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See Non-GAAP Financial Measures.
 
 
 
 
 
 
 
 
Fluctuations in resident fees and services and property operating expenses are primarily a result of acquisitions, segment transitions, offset by dispositions, and the movement of U.S. and foreign currency exchange rates. The fluctuations in depreciation and amortization are due to acquisitions and dispositions and variations in amortization of short-lived intangible assets. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly. 
During the three and nine months ended September 30, 2019 and 2018, we recorded impairment charges on certain held for sale and held for use properties as the carrying values exceeded the estimated fair values. The significant gain on sale of properties during the three months ended September 30, 2019 is related to the sale of the Benchmark Senior Living portfolio. Transaction costs related to asset acquisitions are capitalized as a component of the purchase price. The increase in other expenses is primarily due to additional noncapitalizable transaction costs associated with acquisitions and operator transitions. 
During the nine months ended September 30, 2019, we completed two Seniors Housing Operating construction projects representing $28,117,000 or $109,405 per unit. The following is a summary of our Seniors Housing Operating construction projects, excluding expansions, pending as of September 30, 2019 (dollars in thousands):

37

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Location
 
Units
 
Commitment
 
Balance
 
Est. Completion
Wandsworth, UK
 
97

 
$
72,538

 
$
57,955

 
1Q20
Taylor, PA
 
113

 
14,272

 
10,314

 
1Q20
Beavercreek, OH
 
100

 
12,032

 
10,487

 
1Q20
Potomac, MD
 
120

 
56,720

 
17,337

 
4Q20
Beckenham, UK
 
100

 
57,957

 
27,239

 
3Q21
 
 
530

 
$
213,519

 
123,332

 
 
Toronto, ON
 
Project in planning stage
 
42,466

 
 
Hendon, UK
 
Project in planning stage
 
29,519

 
 
Barnet, UK
 
Project in planning stage
 
25,717

 
 
Washington, DC
 
Project in planning stage
 
17,361

 
 
Brookline, MA
 
Project in planning stage
 
16,829

 
 
 
 
 
 
 
 
$
255,224

 
 
 
Interest expense represents secured debt interest expense which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in currency rates, extinguishments and principal amortizations. The following is a summary of our Seniors Housing Operating segment secured debt principal activity (dollars in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
 
 
 
 
Wtd. Avg.
 
 
 
Wtd. Avg.
 
 
 
Wtd. Avg.
 
 
 
Wtd. Avg.
 
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
Beginning balance
 
$
2,018,180

 
3.80
%
 
$
1,909,415

 
3.73
%
 
$
1,810,587

 
3.87
%
 
$
1,988,700

 
3.66
%
Debt issued
 
22,885

 
3.95
%
 

 
%
 
318,854

 
3.51
%
 
44,606

 
3.38
%
Debt assumed
 

 
%
 

 
%
 
42,000

 
4.62
%
 
85,192

 
4.38
%
Debt extinguished
 
(42,131
)
 
4.15
%
 

 
%
 
(193,604
)
 
4.37
%
 
(131,175
)
 
4.85
%
Debt transferred
 
(12,072
)
 
3.89
%
 
35,830

 
3.84
%
 
(12,072
)
 
3.89
%
 
35,830

 
3.84
%
Principal payments
 
(10,556
)
 
3.49
%
 
(11,908
)
 
3.64
%
 
(32,987
)
 
3.38
%
 
(35,910
)
 
3.58
%
Foreign currency
 
(12,614
)
 
3.34
%
 
18,204

 
3.33
%
 
30,914

 
3.21
%
 
(35,702
)
 
3.54
%
Ending balance
 
$
1,963,692

 
3.58
%
 
$
1,951,541

 
3.76
%
 
$
1,963,692

 
3.58
%
 
$
1,951,541

 
3.76
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly averages
 
$
1,980,216

 
3.67
%
 
$
1,934,652

 
3.74
%
 
$
1,955,651

 
3.76
%
 
$
1,935,752

 
3.70
%
 
     The majority of our Seniors Housing Operating properties are formed through partnership interests. Losses from unconsolidated entities are largely attributable to depreciation and amortization of short-lived intangible assets related to certain investments in unconsolidated joint ventures, as well as the disposal of an investment in an unconsolidated entity during the quarter ended June 30, 2019. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures. The increase during the three months ended September 30, 2019 relates to our partner's share of the gain recognized on the sale of the Benchmark Senior Living portfolio.
Triple-net
The following is a summary of our NOI and SSNOI for the Triple-net segment (dollars in thousands):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
NOI
 
$
230,685

 
$
218,684

 
$
12,001

 
5.5
 %
 
$
691,906

 
$
665,706

 
$
26,200

 
3.9
 %
Non SSNOI attributable to same store properties
 
(7,270
)
 
(5,269
)
 
(2,001
)
 
-38.0
 %
 
(22,336
)
 
(19,738
)
 
(2,598
)
 
-13.2
 %
NOI attributable to non same store properties(1)
 
(92,872
)
 
(84,468
)
 
(8,404
)
 
-9.9
 %
 
(279,290
)
 
(258,375
)
 
(20,915
)
 
-8.1
 %
SSNOI(2)
 
$
130,543

 
$
128,947

 
$
1,596

 
1.2
 %
 
$
390,280

 
$
387,593

 
$
2,687

 
0.7
 %
 
(1) Change primarily related to acquisitions during the relevant periods. See Non-GAAP Financial Measures for discussion of properties excluded from the same store pools and the SSNOI Property Reconciliations for details.

38

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

(2) For both the three and nine month periods ended September 30, 2019 and 2018, amounts relate to 371 same store properties. The same store property pools include 3 properties that have undergone operator transitions within the same segment during the relevant periods for both the three and nine month periods ended September 30, 2019 and 2018. Furthermore, the same store pools exclude 39 unconsolidated properties for both the three and nine month periods ended September 30, 2019 and 2018.
The following is a summary of our results of operations for the Triple-net segment (dollars in thousands):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental income
 
$
227,499

 
$
203,039

 
$
24,460

 
12
 %
 
$
681,893

 
$
607,831

 
$
74,062

 
12
 %
Interest income
 
15,279

 
14,378

 
901

 
6
 %
 
47,343

 
42,176

 
5,167

 
12
 %
Other income
 
1,829

 
1,693

 
136

 
8
 %
 
4,370

 
16,282

 
(11,912
)
 
-73
 %
Total revenues
 
244,607

 
219,110

 
25,497

 
12
 %
 
733,606

 
666,289

 
67,317

 
10
 %
Property operating expenses
 
13,922

 
426

 
13,496

 
3,168
 %
 
41,700

 
583

 
41,117

 
7,053
 %
NOI(1)
 
230,685

 
218,684

 
12,001

 
5
 %
 
691,906

 
665,706

 
26,200

 
4
 %
Other expenses:
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 

Depreciation and amortization
 
57,147

 
60,383

 
(3,236
)
 
-5
 %
 
174,551

 
171,724

 
2,827

 
2
 %
Interest expense
 
3,076

 
3,500

 
(424
)
 
-12
 %
 
9,741

 
10,742

 
(1,001
)
 
-9
 %
Loss (gain) on derivatives and financial instruments, net
 
1,244

 
8,991

 
(7,747
)
 
-86
 %
 
670

 
(5,642
)
 
6,312

 
112
 %
Loss (gain) on extinguishment of debt, net
 

 

 

 
n/a

 

 
(32
)
 
32

 
100
 %
Provision for loan losses
 

 

 

 
n/a

 
18,690

 

 
18,690

 
n/a

Impairment of assets
 
12,314

 
6,178

 
6,136

 
99
 %
 
11,374

 
34,482

 
(23,108
)
 
-67
 %
Other expenses
 
(2,496
)
 
87,076

 
(89,572
)
 
-103
 %
 
6,093

 
89,153

 
(83,060
)
 
-93
 %
 
 
71,285

 
166,128

 
(94,843
)
 
-57
 %
 
221,119

 
300,427

 
(79,308
)
 
-26
 %
Income from continuing operations before income taxes and other items
 
159,400

 
52,556

 
106,844

 
203
 %
 
470,787

 
365,279

 
105,508

 
29
 %
Income tax (expense) benefit
 
12

 
1,116

 
(1,104
)
 
-99
 %
 
(2,300
)
 
(708
)
 
(1,592
)
 
-225
 %
Income (loss) from unconsolidated entities
 
5,276

 
5,377

 
(101
)
 
-2
 %
 
17,512

 
16,260

 
1,252

 
8
 %
Gain (loss) on real estate dispositions, net
 
51,529

 
24,782

 
26,747

 
108
 %
 
217,973

 
158,938

 
59,035

 
37
 %
Income from continuing operations
 
216,217

 
83,831

 
132,386

 
158
 %
 
703,972

 
539,769

 
164,203

 
30
 %
Net income
 
216,217

 
83,831

 
132,386

 
158
 %
 
703,972

 
539,769

 
164,203

 
30
 %
Less: Net income (loss) attributable to noncontrolling interests
 
9,096

 
6,913

 
2,183

 
32
 %
 
27,422

 
10,129

 
17,293

 
171
 %
Net income attributable to
common stockholders
 
$
207,121

 
$
76,918

 
$
130,203

 
169
 %
 
$
676,550

 
$
529,640

 
$
146,910

 
28
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See Non-GAAP Financial Measures.
 
 
 
 
 
 
 
 
 
The increase in rental income is primarily attributable to acquisitions including Quality Care Properties Inc. ("QCP") in July 2018, partially offset by the disposition or segment transition of various properties. In addition, we have recorded certain real estate property taxes on a gross basis, with the offset to property operating expenses, as a result of our ASC 842 adoption on January 1, 2019. 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 September 30, 2019, we had 18 leases with rental rate increases ranging from 0.10% to 0.82% in our Triple-net portfolio. The decrease in other income for the nine month period ending September 30, 2019 is primarily due to $10,805,000 of net lease termination fees recognized during 2018.
Depreciation and amortization fluctuates as a result of the acquisitions, dispositions and transitions of triple-net properties. To the extent that we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly. 
In March 2019, we recognized a provision for loan losses of $18,690,000 to fully reserve for certain real estate loans receivable that are no longer deemed collectible. During the three and nine months ended September 30, 2019 and 2018, we recorded impairment charges on certain held for sale and held for use properties as the carrying values exceeded the estimated fair values. Changes in the gain on sales of properties are related to the volume and timing of property sales and the sales prices. Transaction costs related to asset acquisitions are capitalized as a component of purchase price. The fluctuation in other expenses is primarily due to noncapitalizable transaction costs from acquisitions and segment transitions. In addition, during the three months ended September 30, 2018, we recognized $79,368,000 related to a joint venture transaction, including the conversion of properties from Triple-net to Seniors Housing Operating and termination/restructuring of preexisting relationships.

39

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of Triple-net construction projects, excluding expansions, pending as of September 30, 2019 (dollars in thousands): 
Location
 
Units/Beds
 
Commitment
 
Balance
 
Est. Completion
Union, KY
 
162

 
$
34,600

 
$
20,557

 
1Q20
Westerville, OH
 
90

 
22,800

 
17,049

 
1Q20
Droitwich, UK
 
70

 
15,584

 
8,787

 
2Q20
Thousand Oaks, CA
 
82

 
24,763

 
8,199

 
4Q20
Leicester, UK
 
60

 
13,782

 
3,247

 
1Q21
 
 
464

 
$
111,529

 
$
57,839

 
 
 
Interest expense represents secured debt interest expense and related fees. The change in interest expense is due to 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 fluctuation in loss (gain) on derivatives and financial instruments, net is primarily attributable to the mark-to-market adjustment recorded on the Genesis HealthCare available-for-sale investment. The following is a summary of our Triple-net secured debt principal activity (dollars in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
 
 
 
 
Wtd. Avg.
 
 
 
Wtd. Avg.
 
 
 
Wtd. Avg.
 
 
 
Wtd. Avg.
 
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
Beginning balance
 
$
287,952

 
3.63
%
 
$
334,033

 
3.53
%
 
$
288,386

 
3.63
%
 
$
347,474

 
3.55
%
Debt extinguished
 

 
%
 

 
%
 

 
%
 
(4,107
)
 
4.94
%
Debt transferred
 
12,072

 
3.89
%
 
(35,830
)
 
3.80
%
 
12,072

 
3.89
%
 
(35,830
)
 
3.84
%
Principal payments
 
(1,037
)
 
5.17
%
 
(962
)
 
5.26
%
 
(2,945
)
 
5.22
%
 
(3,033
)
 
5.42
%
Foreign currency
 
(5,986
)
 
2.95
%
 
(979
)
 
3.51
%
 
(4,512
)
 
3.23
%
 
(8,242
)
 
3.29
%
Ending balance
 
$
293,001

 
3.64
%
 
$
296,262

 
3.63
%
 
$
293,001

 
3.64
%
 
$
296,262

 
3.63
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly averages
 
$
291,300

 
3.64
%
 
$
309,920

 
3.53
%
 
$
291,475

 
3.63
%
 
$
331,239

 
3.48
%
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. Net income attributable to noncontrolling interest represents our partners’ share of net income relating to those partnerships where we are the controlling partner. Increases in net income attributable to noncontrolling interest is due primarily to the ProMedica joint venture formed as part of the QCP acquisition.
Outpatient Medical
The following is a summary of our NOI and SSNOI for the Outpatient Medical segment (dollars in thousands):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
NOI
 
$
124,864

 
$
93,997

 
$
30,867

 
32.8
 %
 
$
338,537

 
$
279,039

 
$
59,498

 
21.3
 %
Non SSNOI on same store properties
 
(1,294
)
 
(1,806
)
 
512

 
28.3
 %
 
(4,152
)
 
(4,517
)
 
365

 
8.1
 %
NOI attributable to non same store properties(1)
 
(31,924
)
 
(1,659
)
 
(30,265
)
 
-1,824.3
 %
 
(62,806
)
 
(6,157
)
 
(56,649
)
 
-920.1
 %
SSNOI(2)
 
$
91,646

 
$
90,532

 
$
1,114

 
1.2
 %
 
$
271,579

 
$
268,365

 
$
3,214

 
1.2
 %
 
(1) Change primarily related to acquisitions during the relevant periods. See Non-GAAP Financial Measures for discussion of properties excluded from the same store pools and the SSNOI Property Reconciliations for details.
(2) For the three and nine month periods ended September 30, 2019 and 2018, amounts relate to 239 and 235 same store properties, respectively. The same store pools exclude 6 unconsolidated properties for both the three and nine month periods ended September 30, 2019 and 2018.


40

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a summary of our results of operations for the Outpatient Medical segment (dollars in thousands):
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental income
 
$
184,648

 
$
139,848

 
$
44,800

 
32
 %
 
$
496,924

 
$
412,026

 
$
84,898

 
21
 %
Interest income
 
358

 
85

 
273

 
321
 %
 
769

 
140

 
629

 
449
 %
Other income
 
183

 
136

 
47

 
35
 %
 
322

 
401

 
(79
)
 
-20
 %
Total revenues
 
185,189

 
140,069

 
45,120

 
32
 %
 
498,015

 
412,567

 
85,448

 
21
 %
Property operating expenses
 
60,325

 
46,072

 
14,253

 
31
 %
 
159,478

 
133,528

 
25,950

 
19
 %
NOI(1)
 
124,864

 
93,997

 
30,867

 
33
 %
 
338,537

 
279,039

 
59,498

 
21
 %
Other expenses:
 
 
 
 
 
 

 
 

 
 
 
 
 
 
 
 

Depreciation and amortization
 
67,172

 
46,234

 
20,938

 
45
 %
 
173,626

 
138,821

 
34,805

 
25
 %
Interest expense
 
3,363

 
1,643

 
1,720

 
105
 %
 
10,097

 
4,975

 
5,122

 
103
 %
Loss (gain) on extinguishment of debt, net
 

 

 

 
n/a

 

 
11,928

 
(11,928
)
 
-100
 %
Impairment of assets
 
3,183

 

 
3,183

 
n/a

 
14,062

 

 
14,062

 
n/a

Other expenses
 
524

 
1,055

 
(531
)
 
-50
 %
 
1,274

 
3,748

 
(2,474
)
 
-66
 %
 
 
74,242

 
48,932

 
25,310

 
52
 %
 
199,059

 
159,472

 
39,587

 
25
 %
Income (loss) from continuing operations
before income taxes and other items

 
50,622

 
45,065

 
5,557

 
12
 %
 
139,478

 
119,567

 
19,911

 
17
 %
Income tax (expense) benefit
 
(302
)
 
239

 
(541
)
 
-226
 %
 
(1,253
)
 
(567
)
 
(686
)
 
-121
 %
Income from unconsolidated entities
 
1,845

 
1,672

 
173

 
10
 %
 
5,394

 
4,293

 
1,101

 
26
 %
Gain (loss) on real estate dispositions, net
 
(482
)
 
(58
)
 
(424
)
 
-731
 %
 
(489
)
 
214,721

 
(215,210
)
 
-100
 %
Income from continuing operations
 
51,683

 
46,918

 
4,765

 
10
 %
 
143,130

 
338,014

 
(194,884
)
 
-58
 %
Net income (loss)
 
51,683

 
46,918

 
4,765

 
10
 %
 
143,130

 
338,014

 
(194,884
)
 
-58
 %
Less: Net income (loss) attributable to
noncontrolling interests
 
2,111

 
848

 
1,263

 
149
 %
 
3,918

 
4,669

 
(751
)
 
-16
 %
Net income (loss) attributable to
common stockholders
 
$
49,572

 
$
46,070

 
$
3,502

 
8
 %
 
$
139,212

 
$
333,345

 
$
(194,133
)
 
-58
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) See Non-GAAP Financial Measures.
 
 
 
 
 
 
 
 
 
The increases in rental income and property operating expenses are primarily attributable to acquisitions and development conversions, particularly the $1.25 billion CNL Healthcare Properties portfolio acquisition that closed in May 2019, partially offset by dispositions of outpatient medical properties. 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. Sales of real property would offset revenue increases and, to the extent that they exceed new acquisitions, could result in decreased revenues. Our leases could renew above or below current rental rates, resulting in an increase or decrease in rental income. For the three months ended September 30, 2019, our consolidated outpatient medical portfolio signed 179,206 square feet of new leases and 389,671 square feet of renewals. The weighted-average term of these leases was six years, with a rate of $36.98 per square foot and tenant improvement and lease commission costs of $20.47 per square foot. Substantially all of these leases contain an annual fixed or contingent escalation rent structure ranging from 2.0% to 3.9%.  
The fluctuation in depreciation and amortization is primarily due to acquisitions and variations in amortization of short-lived intangible assets. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly. Changes in the gain/loss on sale of properties are related to the volume and timing of property sales and sales prices. During the three and nine months ended September 30, 2019 we recorded impairment charges on certain held for sale outpatient medical properties as the carrying values exceeded the estimated fair value less costs to sell.
The following is a summary of the Outpatient Medical construction projects, excluding expansions, pending as of September 30, 2019 (dollars in thousands):

41

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Location
 
Square Feet
 
Commitment
 
Balance
 
Est. Completion
Houston, TX
 
73,500

 
$
23,455

 
$
16,126

 
4Q19
Porter, TX
 
55,000

 
20,800

 
12,041

 
1Q20
Lowell, MA
 
50,668

 
8,700

 
6,559

 
1Q20
Brooklyn, NY
 
140,955

 
105,306

 
77,097

 
2Q20
Katy, TX
 
36,500

 
12,028

 
1,077

 
2Q20
Total
 
356,623

 
$
170,289

 
$
112,900

 
 
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 fluctuation in losses/gains on debt extinguishment is primarily attributable to the prepayment penalties paid on certain extinguishments in the first quarter of 2018. 

The following is a summary of our outpatient medical secured debt principal activity (dollars in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
 
 
 
 
Wtd. Ave
 
 
 
Wtd. Ave
 
 
 
Wtd. Ave
 
 
 
Wtd. Ave
 
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
 
Amount
 
Interest Rate
Beginning balance
 
$
383,850

 
4.22
%
 
$
217,007

 
4.35
%
 
$
386,738

 
4.20
%
 
$
279,951

 
4.72
%
Debt assumed
 

 
%
 
14,360

 
3.80
%
 

 
%
 
14,360

 
3.80
%
Debt extinguished
 

 
%
 

 
%
 

 
%
 
(61,291
)
 
7.43
%
Principal payments
 
(1,528
)
 
4.97
%
 
(702
)
 
5.90
%
 
(4,416
)
 
5.03
%
 
(2,355
)
 
6.02
%
Ending balance
 
$
382,322

 
4.09
%
 
$
230,665

 
4.19
%
 
$
382,322

 
4.09
%
 
$
230,665

 
4.19
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Monthly averages
 
$
383,084

 
4.17
%
 
$
220,246

 
4.22
%
 
$
384,590

 
4.21
%
 
$
224,943

 
4.26
%
 
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 relating to those partnerships where we are the controlling partner.
Non-Segment/Corporate
The following is a summary of our results of operations for the Non-Segment/Corporate activities (dollars in thousands):  
 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income
 
$
841

 
$
695

 
$
146

 
21
 %
 
$
3,452

 
$
1,561

 
$
1,891

 
121
 %
Total revenue
 
841

 
695

 
146

 
21
 %
 
3,452

 
1,561

 
1,891

 
121
 %
Expenses:
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 

Interest expense
 
114,548

 
115,570

 
(1,022
)
 
-1
 %
 
351,894

 
315,281

 
36,613

 
12
 %
General and administrative expenses
 
31,019

 
28,746

 
2,273

 
8
 %
 
100,042

 
95,282

 
4,760

 
5
 %
Loss (gain) on extinguishment of debt, net
 
64,374

 
4,038

 
60,336

 
1,494
 %
 
80,093

 
4,038

 
76,055

 
1,883
 %
Other expenses
 
3,884

 
1,306

 
2,578

 
197
 %
 
10,126

 
4,327

 
5,799

 
134
 %
 
 
213,825

 
149,660

 
64,165

 
43
 %
 
542,155

 
418,928

 
123,227

 
29
 %
Loss from continuing operations before
 income taxes and other items
 
(212,984
)
 
(148,965
)
 
(64,019
)
 
-43
 %
 
(538,703
)
 
(417,367
)
 
(121,336
)
 
-29
 %
Income tax (expense) benefit
 
(1,124
)
 
(3,307
)
 
2,183

 
66
 %
 
(1,438
)
 
(3,651
)
 
2,213

 
61
 %
Loss from continuing operations
 
(214,108
)
 
(152,272
)
 
(61,836
)
 
-41
 %
 
(540,141
)
 
(421,018
)
 
(119,123
)
 
-28
 %
Less: Preferred stock dividends
 

 
11,676

 
(11,676
)
 
-100
 %
 

 
35,028

 
(35,028
)
 
-100
 %
Net loss attributable to common stockholders
 
$
(214,108
)
 
$
(163,948
)
 
$
(50,160
)
 
-31
 %
 
$
(540,141
)
 
$
(456,046
)
 
$
(84,095
)
 
-18
 %
 
The following is a summary of our Non-Segment/Corporate interest expense (dollars in thousands):

42

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 
 
Three Months Ended
 
Change
 
Nine Months Ended
 
Change
 
 
September 30,
 
September 30,
 
 
 
 
 
September 30,
 
September 30,
 
 
 
 
 
 
2019
 
2018
 
$
 
%
 
2019
 
2018
 
$
 
%
Senior unsecured notes
 
$
100,356

 
$
99,445

 
$
911

 
1
 %
 
$
307,587

 
$
282,847

 
$
24,740

 
9
 %
Secured debt
 

 
26

 
(26
)
 
-100
 %
 

 
96

 
(96
)
 
-100
 %
Unsecured revolving credit facility and commercial paper note program
 
10,300

 
12,662

 
(2,362
)
 
-19
 %
 
32,978

 
22,442

 
10,536

 
47
 %
Loan expense
 
3,892

 
3,437

 
455

 
13
 %
 
11,329

 
9,896

 
1,433

 
14
 %
Totals
 
$
114,548

 
$
115,570

 
$
(1,022
)
 
-1
 %
 
$
351,894

 
$
315,281

 
$
36,613

 
12
 %
 
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, as well as the movement of foreign exchange rates and related hedge activity. Please refer to Note 11 for additional information. The change in interest expense on the unsecured revolving 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 for additional information regarding our unsecured revolving credit facility and Commercial Paper Program. The loss on extinguishment recognized during the nine months ended September 30, 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, and the early extinguishment of the $450,000,000 of 4.95% senior unsecured notes due 2021 and $600,000,000 of 5.25% senior unsecured notes due 2022 in September 2019.
General and administrative expenses as a percentage of consolidated revenues for the three months ended September 30, 2019 and 2018 were 2.45% and 2.33%, respectively. Other expenses primarily represent severance-related costs associated with the departure of executive officers and other key employees.
The decrease in preferred dividends is due to the conversion of all outstanding Series I Cumulative Convertible Perpetual Preferred Stock during the nine months ended September 30, 2019.
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. For the three month periods ended, same store is generally defined as those revenue-generating properties in the portfolio subsequent to July 1, 2018. For the year to date periods ended, same store is generally defined as those revenue-generating properties in the portfolio subsequent to January 1, 2018. Land parcels, loans and sub-leases, as well as any properties acquired, under development, transitioned to a different segment, sold or classified as held for sale during that period are excluded from the same store amounts. Additionally, unconsolidated properties are excluded from the same store amounts. 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.

43

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

EBITDA stands for earnings (net income) before interest, taxes, depreciation and amortization. We believe that EBITDA, along with net income and cash flow provided from operating activities, is an important supplemental measure because it provides additional information to assess and evaluate the performance of our operations. We primarily utilize EBITDA to measure our interest coverage ratio, which represents EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferred dividends. Covenants in our senior unsecured notes contain financial ratios based on a definition of EBITDA that is specific to those agreements. Failure to satisfy these covenants could result in an event of default that could have a material adverse impact on our cost and availability of capital, which could, in turn, have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these debt agreements and the financial covenants, we have disclosed Adjusted EBITDA, which represents EBITDA as defined above excluding unconsolidated entities and adjusted for items per our covenant. We use Adjusted EBITDA to measure our adjusted fixed charge coverage ratio, which represents Adjusted EBITDA divided by fixed charges on a trailing twelve months basis. Fixed charges include total interest (excluding capitalized interest and non-cash interest expenses), secured debt principal amortization and preferred dividends. Our covenant requires an adjusted fixed charge coverage ratio of at least 1.50 times.
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. 

 
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
NOI Reconciliations:
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Net income (loss)
 
$
453,555

 
$
167,273

 
$
84,226

 
$
124,696

 
$
292,302

 
$
150,040

 
$
647,932

Loss (gain) on real estate dispositions, net
 
(338,184
)
 
(10,755
)
 
(24,723
)
 
(41,913
)
 
(167,409
)
 
1,682

 
(570,250
)
Loss (income) from unconsolidated entities
 
2,429

 
(1,249
)
 
(344
)
 
(195
)
 
9,199

 
9,049

 
(3,262
)
Income tax expense (benefit)
 
1,588

 
3,841

 
1,741

 
1,504

 
2,222

 
1,599

 
3,968

Other expenses
 
3,712

 
10,058

 
88,626

 
10,502

 
8,756

 
21,628

 
6,186

Impairment of assets
 
28,185

 
4,632

 
6,740

 
76,022

 

 
9,939

 
18,096

Provision for loan losses
 

 

 

 

 
18,690

 

 

Loss (gain) on extinguishment of debt, net
 
11,707

 
299

 
4,038

 
53

 
15,719

 

 
65,824

Loss (gain) on derivatives and financial instruments, net
 
(7,173
)
 
(7,460
)
 
8,991

 
1,626

 
(2,487
)
 
1,913

 
1,244

General and administrative expenses
 
33,705

 
32,831

 
28,746

 
31,101

 
35,282

 
33,741

 
31,019

Depreciation and amortization
 
228,201

 
236,275

 
243,149

 
242,834

 
243,932

 
248,052

 
272,445

Interest expense
 
122,775

 
121,416

 
138,032

 
144,369

 
145,232

 
141,336

 
137,343

Consolidated net operating income (NOI)
 
$
540,500

 
$
557,161

 
$
579,222

 
$
590,599

 
$
601,438

 
$
618,979

 
$
610,545

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NOI by segment:
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Seniors Housing Operating
 
$
225,226

 
$
239,505

 
$
265,846

 
$
254,445

 
$
264,700

 
$
278,212

 
$
254,155

Triple-net
 
222,738

 
224,284

 
218,684

 
234,343

 
233,286

 
227,935

 
230,685

Outpatient Medical
 
92,168

 
92,874

 
93,997

 
101,097

 
101,295

 
112,378

 
124,864

Non-segment/corporate
 
368

 
498

 
695

 
714

 
2,157

 
454

 
841

Total NOI
 
$
540,500

 
$
557,161

 
$
579,222

 
$
590,599

 
$
601,438

 
$
618,979

 
$
610,545



44

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 
 
Nine Months Ended
 
 
September 30, 2018
 
September 30, 2019
NOI Reconciliations:
 
 
 
 
Net income (loss)
 
$
705,054

 
$
1,090,274

Loss (gain) on real estate dispositions, net
 
(373,662
)
 
(735,977
)
Loss (income) from unconsolidated entities
 
836

 
14,986

Income tax expense (benefit)
 
7,170

 
7,789

Other expenses
 
102,396

 
36,570

Impairment of assets
 
39,557

 
28,035

Provision for loan losses
 

 
18,690

Loss (gain) on extinguishment of debt, net
 
16,044

 
81,543

Loss (gain) on derivatives and financial instruments, net
 
(5,642
)
 
670

General and administrative expenses
 
95,282

 
100,042

Depreciation and amortization
 
707,625

 
764,429

Interest expense
 
382,223

 
423,911

Consolidated net operating income (NOI)
 
$
1,676,883

 
$
1,830,962

 
 
 
 
 
NOI by segment:
 
 
 
 
Seniors Housing Operating
 
$
730,577

 
$
797,067

Triple-net
 
665,706

 
691,906

Outpatient Medical
 
279,039

 
338,537

Non-segment/corporate
 
1,561

 
3,452

Total NOI
 
$
1,676,883

 
$
1,830,962


 
 
Three Months Ended
 
Nine Months Ended
SSNOI Reconciliations:
 
September 30, 2018
 
September 30, 2019
 
September 30, 2018
 
September 30, 2019
NOI:
 
 
 
 
 
 
 
 
Seniors Housing Operating
 
$
265,846

 
$
254,155

 
$
730,577

 
$
797,067

Triple-net
 
218,684

 
230,685

 
665,706

 
691,906

Outpatient Medical
 
93,997

 
124,864

 
279,039

 
338,537

Total
 
578,527

 
609,704

 
1,675,322

 
1,827,510

Adjustments:
 
 

 
 
 
 
 
 
Seniors Housing Operating:
 
 

 
 
 
 
 
 
Non SSNOI on same store properties
 
(1,323
)
 
(2,897
)
 
938

 
1,061

NOI attributable to non same store properties
 
(46,374
)
 
(32,688
)
 
(176,665
)
 
(242,615
)
Subtotal
 
(47,697
)
 
(35,585
)
 
(175,727
)
 
(241,554
)
Triple-net:
 
 

 
 
 
 
 
 
Non SSNOI on same store properties
 
(5,269
)
 
(7,270
)
 
(19,738
)
 
(22,336
)
NOI attributable to non same store properties
 
(84,468
)
 
(92,872
)
 
(258,375
)
 
(279,290
)
Subtotal
 
(89,737
)
 
(100,142
)
 
(278,113
)
 
(301,626
)
Outpatient Medical:
 
 

 
 
 
 
 
 
Non SSNOI on same store properties
 
(1,806
)
 
(1,294
)
 
(4,517
)
 
(4,152
)
NOI attributable to non same store properties
 
(1,659
)
 
(31,924
)
 
(6,157
)
 
(62,806
)
Subtotal
 
(3,465
)
 
(33,218
)
 
(10,674
)
 
(66,958
)
SSNOI:
 
 

 
 
 
 
 
 
Seniors Housing Operating
 
218,149

 
218,570

 
554,850

 
555,513

Triple-net
 
128,947

 
130,543

 
387,593

 
390,280

Outpatient Medical
 
90,532

 
91,646

 
268,365

 
271,579

Total
 
$
437,628

 
$
440,759

 
$
1,210,808

 
$
1,217,372


 
 
Three Months Ended September 30, 2019
 
Nine Months Ended September 30, 2019
SSNOI Property Reconciliations:
 
Seniors Housing Operating
 
Triple-net
 
Outpatient Medical
 
Total
 
Seniors Housing Operating
 
Triple-net
 
Outpatient Medical
 
Total
Total properties
 
524

 
657

 
358

 
1,539

 
524

 
657

 
358

 
1,539

Recent acquisitions/development conversions
 
(52
)
 
(236
)
 
(103
)
 
(391
)
 
(66
)
 
(236
)
 
(107
)
 
(409
)
Developments
 
(11
)
 
(5
)
 
(5
)
 
(21
)
 
(11
)
 
(5
)
 
(5
)
 
(21
)
Held for sale
 
(12
)
 
(8
)
 
(5
)
 
(25
)
 
(12
)
 
(8
)
 
(5
)
 
(25
)
Segment transitions
 
(36
)
 
(17
)
 

 
(53
)
 
(84
)
 
(17
)
 

 
(101
)
Other(1)
 

 
(20
)
 
(6
)
 
(26
)
 

 
(20
)
 
(6
)
 
(26
)
Same store properties
 
413

 
371

 
239

 
1,023

 
351

 
371

 
235

 
957

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes eight land parcels, eight subleases and ten loans.

45

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


The tables 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. Amounts are in thousands except for per share data.
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
FFO Reconciliations:
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Net income attributable to common stockholders
 
$
437,671

 
$
154,432

 
$
64,384

 
$
101,763

 
$
280,470

 
$
137,762

 
$
589,876

Depreciation and amortization
 
228,201

 
236,275

 
243,149

 
242,834

 
243,932

 
248,052

 
272,445

Impairment of assets
 
28,185

 
4,632

 
6,740

 
76,022

 

 
9,939

 
18,096

Loss (gain) on real estate dispositions, net
 
(338,184
)
 
(10,755
)
 
(24,723
)
 
(41,913
)
 
(167,409
)
 
1,682

 
(570,250
)
Noncontrolling interests
 
(16,353
)
 
(17,692
)
 
(17,498
)
 
(17,650
)
 
(17,760
)
 
(18,889
)
 
31,347

Unconsolidated entities
 
13,700

 
11,833

 
13,220

 
13,910

 
19,150

 
11,475

 
10,864

FFO
 
$
353,220

 
$
378,725

 
$
285,272

 
$
374,966

 
$
358,383

 
$
390,021

 
$
352,378

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average diluted shares outstanding
 
373,257

 
373,075

 
374,487

 
380,002

 
393,452

 
406,673

 
406,891

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per diluted share data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
1.17

 
$
0.41

 
$
0.17

 
$
0.27

 
$
0.71

 
$
0.34

 
$
1.45

FFO
 
$
0.95

 
$
1.02

 
$
0.76

 
$
0.99

 
$
0.91

 
$
0.96

 
$
0.87


 
 
Nine Months Ended
 
 
September 30,
 
September 30,
FFO Reconciliations:
 
2018
 
2019
Net income attributable to common stockholders
 
$
656,487

 
$
1,008,108

Depreciation and amortization
 
707,625

 
764,429

Impairment of assets
 
39,557

 
28,035

Loss (gain) on real estate dispositions, net
 
(373,662
)
 
(735,977
)
Noncontrolling interests
 
(51,543
)
 
(5,302
)
Unconsolidated entities
 
38,753

 
41,489

FFO
 
$
1,017,217

 
$
1,100,782

 
 
 
 
 
Average diluted common shares outstanding:
 
373,638

 
402,412

 
 
 
 
 
Per diluted share data:
 
 
 
 
Net income attributable to common stockholders
 
$
1.76

 
$
2.51

FFO
 
$
2.72

 
$
2.74



46

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations


The tables below reflects the reconciliation of EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.
 
 
Three Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
EBITDA Reconciliations:
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Net income (loss)
 
$
453,555

 
$
167,273

 
$
84,226

 
$
124,696

 
$
292,302

 
$
150,040

 
$
647,932

Interest expense
 
122,775

 
121,416

 
138,032

 
144,369

 
145,232

 
141,336

 
137,343

Income tax expense (benefit)
 
1,588

 
3,841

 
1,741

 
1,504

 
2,222

 
1,599

 
3,968

Depreciation and amortization
 
228,201

 
236,275

 
243,149

 
242,834

 
243,932

 
248,052

 
272,445

EBITDA
 
$
806,119

 
$
528,805

 
$
467,148

 
$
513,403

 
$
683,688

 
$
541,027

 
$
1,061,688

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Coverage Ratio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
$
122,775

 
$
121,416

 
$
138,032

 
$
144,369

 
$
145,232

 
$
141,336

 
$
137,343

Non-cash interest expense
 
(4,179
)
 
(1,716
)
 
(1,658
)
 
(3,307
)
 
(5,171
)
 
(752
)
 
(1,988
)
Capitalized interest
 
2,336

 
2,100

 
1,921

 
1,548

 
2,327

 
3,929

 
4,148

Total interest
 
120,932

 
121,800

 
138,295

 
142,610

 
142,388

 
144,513

 
139,503

EBITDA
 
$
806,119

 
$
528,805

 
$
467,148

 
$
513,403

 
$
683,688

 
$
541,027

 
$
1,061,688

Interest coverage ratio
 
6.67
x
 
4.34
x
 
3.38
x
 
3.60
x
 
4.80
x
 
3.74
x
 
7.61
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charge Coverage Ratio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest
 
$
120,932

 
$
121,800

 
$
138,295

 
$
142,610

 
$
142,388

 
$
144,513

 
$
139,503

Secured debt principal payments
 
14,247

 
14,139

 
13,908

 
13,994

 
13,543

 
13,684

 
13,121

Preferred dividends
 
11,676

 
11,676

 
11,676

 
11,676

 

 

 

Total fixed charges
 
146,855

 
147,615

 
163,879

 
168,280

 
155,931

 
158,197

 
152,624

EBITDA
 
$
806,119

 
$
528,805

 
$
467,148

 
$
513,403

 
$
683,688

 
$
541,027

 
$
1,061,688

Fixed charge coverage ratio
 
5.49
x
 
3.58
x
 
2.85
x
 
3.05
x
 
4.38
x
 
3.42
x
 
6.96
x


 
 
Nine Months Ended
 
 
September 30,
 
September 30,
EBITDA Reconciliations:
 
2018
 
2019
Net income (loss)
 
$
705,054

 
$
1,090,274

Interest expense
 
382,223

 
423,911

Income tax expense (benefit)
 
7,170

 
7,789

Depreciation and amortization
 
707,625

 
764,429

EBITDA
 
$
1,802,072

 
$
2,286,403

 
 
 
 
 
Interest Coverage Ratio:
 
 
 
 
Interest expense
 
$
382,223

 
$
423,911

Non-cash interest expense
 
(7,553
)
 
(7,911
)
Capitalized interest
 
6,357

 
10,404

Total interest
 
381,027

 
426,404

EBITDA
 
$
1,802,072

 
$
2,286,403

Interest coverage ratio
 
4.73
x
 
5.36
x
 
 
 
 
 
Fixed Charge Coverage Ratio:
 
 
 
 
Total interest
 
$
381,027

 
$
426,404

Secured debt principal payments
 
42,294

 
40,348

Preferred dividends
 
35,028

 

Total fixed charges
 
458,349

 
466,752

EBITDA
 
$
1,802,072

 
$
2,286,403

Fixed charge coverage ratio
 
3.93
x
 
4.90
x


47

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The table below reflects the reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for the periods presented. Dollars are in thousands.
 
 
Twelve Months Ended
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
Adjusted EBITDA Reconciliations:
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Net income
 
$
656,551

 
$
620,384

 
$
615,311

 
$
829,750

 
$
668,497

 
$
651,264

 
$
1,214,970

Interest expense
 
488,800

 
493,986

 
509,440

 
526,592

 
549,049

 
568,969

 
568,280

Income tax expense (benefit)
 
19,471

 
31,761

 
32,833

 
8,674

 
9,308

 
7,066

 
9,293

Depreciation and amortization
 
921,645

 
933,072

 
946,083

 
950,459

 
966,190

 
977,967

 
1,007,263

EBITDA
 
2,086,467

 
2,079,203

 
2,103,667

 
2,315,475

 
2,193,044

 
2,205,266

 
2,799,806

Loss (income) from unconsolidated entities
 
62,448

 
57,221

 
60,285

 
641

 
7,411

 
17,709

 
14,791

Stock-based compensation expense(1)
 
25,753

 
26,158

 
25,443

 
27,646

 
23,618

 
26,113

 
25,347

Loss (gain) on extinguishment of debt, net
 
17,593

 
12,377

 
16,415

 
16,097

 
20,109

 
19,810

 
81,596

Loss (gain) on real estate dispositions, net
 
(438,342
)
 
(406,942
)
 
(430,043
)
 
(415,575
)
 
(244,800
)
 
(232,363
)
 
(777,890
)
Impairment of assets
 
141,637

 
132,638

 
139,378

 
115,579

 
87,394

 
92,701

 
104,057

Provision for loan losses
 
62,966

 
62,966

 
62,966

 

 
18,690

 
18,690

 
18,690

Loss (gain) on derivatives and financial instruments, net
 
(6,113
)
 
(14,309
)
 
(5,642
)
 
(4,016
)
 
670

 
10,043

 
2,296

Other expenses(1)
 
167,524

 
171,243

 
161,655

 
111,990

 
117,942

 
126,994

 
45,512

Additional other income
 

 
(10,805
)
 
(10,805
)
 
(14,832
)
 
(14,832
)
 
(4,027
)
 
(4,027
)
Adjusted EBITDA
 
$
2,119,933

 
$
2,109,750

 
$
2,123,319

 
$
2,153,005

 
$
2,209,246

 
$
2,280,936

 
$
2,310,178

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Fixed Charge Coverage Ratio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
$
488,800

 
$
493,986

 
$
509,440

 
$
526,592

 
$
549,049

 
$
568,969

 
$
568,280

Capitalized interest
 
11,696

 
10,437

 
9,813

 
7,905

 
7,896

 
9,725

 
11,952

Non-cash interest expense
 
(12,858
)
 
(11,628
)
 
(10,087
)
 
(10,860
)
 
(11,852
)
 
(10,888
)
 
(11,218
)
Total interest
 
487,638

 
492,795

 
509,166

 
523,637

 
545,093

 
567,806

 
569,014

Adjusted EBITDA
 
$
2,119,933

 
$
2,109,750

 
$
2,123,319

 
$
2,153,005

 
$
2,209,246

 
$
2,280,936

 
$
2,310,178

Adjusted interest coverage ratio
 
4.35
x
 
4.28
x
 
4.17
x
 
4.11
x
 
4.05
x
 
4.02
x
 
4.06
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest
 
$
487,638

 
$
492,795

 
$
509,166

 
$
523,637

 
$
545,093

 
$
567,806

 
$
569,014

Secured debt principal payments
 
62,077

 
60,258

 
58,866

 
56,288

 
55,584

 
55,129

 
54,342

Preferred dividends
 
46,707

 
46,704

 
46,704

 
46,704

 
35,028

 
23,352

 
11,676

Total fixed charges
 
596,422

 
599,757

 
614,736

 
626,629

 
635,705

 
646,287

 
635,032

Adjusted EBITDA
 
$
2,119,933

 
$
2,109,750

 
$
2,123,319

 
$
2,153,005

 
$
2,209,246

 
$
2,280,936

 
$
2,310,178

Adjusted fixed charge coverage ratio
 
3.55
x
 
3.52
x
 
3.45
x
 
3.44
x
 
3.48
x
 
3.53
x
 
3.64
x
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Certain severance-related costs are included in stock-based compensation and excluded from other expenses.
 
 
 
 

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. 

48

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 
 
As of
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
March 31,
 
June 30,
 
September 30,
 
 
2018
 
2018
 
2018
 
2018
 
2019
 
2019
 
2019
Book capitalization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unsecured credit facility and commercial paper
 
$
865,000

 
$
540,000

 
$
1,312,000

 
$
1,147,000

 
$
419,293

 
$
1,869,188

 
$
1,334,586

Long-term debt obligations(1)
 
10,484,840

 
10,895,559

 
12,192,060

 
12,150,144

 
12,371,729

 
13,390,344

 
12,463,680

Cash & cash equivalents(2)
 
(202,824
)
 
(215,120
)
 
(191,199
)
 
(215,376
)
 
(249,127
)
 
(268,666
)
 
(265,788
)
Total net debt
 
11,147,016

 
11,220,439

 
13,312,861

 
13,081,768

 
12,541,895

 
14,990,866

 
13,532,478

Total equity and noncontrolling interests(3)
 
15,448,201

 
15,198,644

 
15,670,065

 
16,010,645

 
16,498,376

 
16,452,806

 
16,696,070

Book capitalization
 
$
26,595,217

 
$
26,419,083

 
$
28,982,926

 
$
29,092,413

 
$
29,040,271

 
$
31,443,672

 
$
30,228,548

Net debt to book capitalization ratio
 
42
%
 
42
%
 
46
%
 
45
%
 
43
%
 
48
%
 
45
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undepreciated book capitalization:
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Total net debt
 
$
11,147,016

 
$
11,220,439

 
$
13,312,861

 
$
13,081,768

 
$
12,541,895

 
$
14,990,866

 
$
13,532,478

Accumulated depreciation and amortization
 
4,990,780

 
5,113,928

 
5,394,274

 
5,499,958

 
5,670,111

 
5,539,435

 
5,769,843

Total equity and noncontrolling interests(3)
 
15,448,201

 
15,198,644

 
15,670,065

 
16,010,645

 
16,498,376

 
16,452,806

 
16,696,070

Undepreciated book capitalization
 
$
31,585,997

 
$
31,533,011

 
$
34,377,200

 
$
34,592,371

 
$
34,710,382

 
$
36,983,107

 
$
35,998,391

Net debt to undepreciated book
capitalization ratio
 
35
%
 
36
%
 
39
%
 
38
%
 
36
%
 
41
%
 
38
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market capitalization:
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Common shares outstanding
 
371,971

 
372,030

 
375,577

 
383,675

 
403,740

 
405,254

 
405,758

Period end share price
 
$
54.43

 
$
62.69

 
$
64.32

 
$
69.41

 
$
77.60

 
$
81.53

 
$
90.65

Common equity market capitalization
 
$
20,246,382

 
$
23,322,561

 
$
24,157,113

 
$
26,630,882

 
$
31,330,224

 
$
33,040,359

 
$
36,781,963

Total net debt
 
11,147,016

 
11,220,439

 
13,312,861

 
13,081,768

 
12,541,895

 
14,990,866

 
13,532,478

Noncontrolling interests(3)
 
889,766

 
856,721

 
1,362,380

 
1,378,311

 
1,419,885

 
1,458,351

 
1,430,005

Preferred stock
 
718,498

 
718,498

 
718,498

 
718,498

 

 

 

Enterprise value
 
$
33,001,662

 
$
36,118,219

 
$
39,550,852

 
$
41,809,459

 
$
45,292,004

 
$
49,489,576

 
$
51,744,446

Net debt to market capitalization ratio
 
34
%
 
31
%
 
34
%
 
31
%
 
28
%
 
30
%
 
26
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Amounts include senior unsecured notes, secured debt and lease liabilities related to financing leases, as reflected on our Consolidated Balance Sheet. 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 Sheet.

Critical Accounting Policies
Our unaudited 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 unaudited 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 unaudited 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 the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for further information regarding significant accounting policies that impact us. There have been no material changes to these policies in 2019.

49

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to the Company’s opportunities to acquire, develop or sell properties; the Company’s ability to close its anticipated acquisitions, investments or dispositions on currently anticipated terms or within currently anticipated timeframes; the expected performance of the Company’s operators/tenants and properties; the Company’s expected occupancy rates; the Company’s ability to declare and to make distributions to shareholders; the Company’s investment and financing opportunities and plans; the Company’s continued qualification as a real estate investment trust (“REIT”); the Company’s ability to access capital markets or other sources of funds; and the Company’s ability to meet its earnings guidance. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the Company’s actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; the Company’s ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of God affecting the Company’s properties; the Company’s ability to re-lease space at similar rates as vacancies occur; the Company’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting the Company’s properties; changes in rules or practices governing the Company’s financial reporting; the movement of U.S. and foreign currency exchange rates; the Company’s ability to maintain its qualification as a REIT; and key management personnel recruitment and retention.  Other important factors are identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, including factors identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Finally, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.
Item 3. 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.
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

50

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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):
 
 
September 30, 2019
 
December 31, 2018
 
 
Principal
 
Change in
 
Principal
 
Change in
 
 
balance
 
fair value
 
balance
 
fair value
Senior unsecured notes
 
$
9,118,526

 
$
(706,397
)
 
$
9,009,159

 
$
(548,558
)
Secured debt
 
1,484,713

 
(56,110
)
 
1,639,983

 
(59,522
)
Totals
 
$
10,603,239

 
$
(762,507
)
 
$
10,649,142

 
$
(608,080
)
Our variable rate debt, including our unsecured revolving credit facility and Commercial Paper Program, is reflected at fair value. At September 30, 2019, we had $3,188,052,000 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 $31,881,000. At December 31, 2018, we had $2,683,553,000 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 $26,836,000. 
     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 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 three months ended September 30, 2019, 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 $11,000,000. 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 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 (dollars in thousands):
 
 
September 30, 2019
 
December 31, 2018
 
 
Carrying
 
Change in
 
Carrying
 
Change in
 
 
Value
 
fair value
 
Value
 
fair value
Foreign currency forward contracts
 
$
116,853

 
$
10,663

 
$
23,620

 
$
16,163

Debt designated as hedges
 
1,480,775

 
14,808

 
1,559,159

 
15,592

Totals
 
$
1,597,628

 
$
25,471

 
$
1,582,779

 
$
31,755

For additional information regarding fair values of financial instruments, see “Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” and Notes 12 and 17 to our unaudited consolidated financial statements.
Item 4. Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by us in the reports we file with or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. No changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

51


PART II. OTHER INFORMATION
Item 1.  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 1A. Risk Factors
There have been no material changes from the risk factors identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  
Issuer Purchases of Equity Securities
Period
 
Total Number of Shares Purchased(1)
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2019 through July 31, 2019
 

 
$

 
 
 
 
August 1, 2019 through August 31, 2019
 
42,138

 
81.77

 
 
 
 
September 1, 2019 through September 30, 2019
 
15,267

 
88.81

 
 
 
 
Totals
 
57,405

 
$
83.64

 
 
 
 
(1) During the three months ended September 30, 2019, the company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

(2) No shares were purchased as part of publicly announced plans or programs.

Item 5. Other Information 
None.


52


Item 6. Exhibits
4.1
 
10.1
 
10.2
 
31.1
 
31.2
 
 
32.1
 
32.2
 
 
101.INS
 
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
 
XBRL Taxonomy Extension Schema Document
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
104
 
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in Inline XBRL
 
 
 
 
*
 
Management contract or Compensatory Plan or Arrangement.
 
SIGNATURES
Pursuant to the requirements 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.
 
 
WELLTOWER INC.
  
 
Date:

October 30, 2019
By:  
/s/ THOMAS J. DEROSA  
 
 
 
Thomas J. DeRosa, 
 
 
 
Chairman and Chief Executive Officer
 (Principal Executive Officer) 
 
 
 
 
 
 
Date:
October 30, 2019
By:  
/s/ TIMOTHY G. MCHUGH  
 
 
 
Timothy G. McHugh, 
 
 
 
Senior Vice President & Chief Financial Officer
 (Principal Financial Officer) 
 
 
 
 
 
 
Date:
October 30, 2019
By:  
/s/ JOSHUA T. FIEWEGER 
 
 
 
Joshua T. Fieweger, 
 
 
 
Senior Vice President & Controller
 (Principal Accounting Officer) 
 

53