UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
Commission File No. 1-8923
WELLTOWER INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware |
|
34-1096634 |
|
|
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange on Which Registered |
Common Stock, $1.00 par value |
New York Stock Exchange |
6.50% Series I Cumulative Convertible Perpetual Preferred Stock, $1.00 par value |
New York Stock Exchange |
6.50% Series J Cumulative Redeemable Preferred Stock, $1.00 par value |
New York Stock Exchange |
4.800% Notes due 2028 |
New York Stock Exchange |
4.500% Notes due 2034 |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
|
|
(Do not check if a smaller reporting company) |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price of such shares on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter was $27,176,263,145.
As of January 31, 2017, the registrant had 362,558,457 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the annual stockholders’ meeting to be held May 4, 2017, are incorporated by reference into Part III.
WELLTOWER INC.
2016 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
|
|
Page |
|
PART I |
|
|
|
|
Item 1. |
2 |
|
Item 1A. |
Risk Factors |
25 |
Item 1B. |
Unresolved Staff Comments |
34 |
Item 2. |
Properties |
35 |
Item 3. Item 4. |
Legal Proceedings Mine Safety Disclosures |
37 37 |
|
|
|
|
PART II |
|
|
|
|
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
37 |
Item 6. |
Selected Financial Data |
39 |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
40 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
63 |
Item 8. |
Financial Statements and Supplementary Data |
64 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
100 |
Item 9A. |
Controls and Procedures |
100 |
Item 9B. |
Other Information |
101 |
|
|
|
|
PART III |
|
|
|
|
Item 10. |
Directors, Executive Officers and Corporate Governance |
102 |
Item 11. |
Executive Compensation |
102 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
102 |
Item 13. |
Certain Relationships and Related Transactions and Director Independence |
102 |
Item 14. |
Principal Accounting Fees and Services |
102 |
|
|
|
|
PART IV |
|
|
|
|
Item 15. |
Exhibits and Financial Statement Schedules |
103 |
PART I
Item 1. Business
General
Welltower Inc. (NYSE:HCN), 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 real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower TM , a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. Our capital programs, when combined with comprehensive planning, development and property management services, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets. More information is available on the Internet at www.welltower.com. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Our primary objectives are to protect stockholder capital and enhance stockholder value. We seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend payments to stockholders as a result of annual increases in net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund operations, meet debt service obligations (both principal and interest), make dividend distributions and complete construction projects in process. We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our primary unsecured credit facility, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from net operating income and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our primary unsecured credit facility, has historically been provided through a combination of the issuance of public debt and equity securities and the incurrence or assumption of secured debt.
References herein to “we,” “us,” “our” or the “Company” refer to Welltower Inc. and its subsidiaries unless specifically noted otherwise.
Portfolio of Properties
Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, 2016.
Property Types
We invest in seniors housing and health care real estate and evaluate our business on three reportable segments: triple-net, seniors housing operating and outpatient medical. For additional information regarding our segments, please see Note 17 to our consolidated financial statements. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2 to our consolidated financial statements. The following is a summary of our various property types.
Triple-Net
Our triple-net properties include independent living facilities and independent supportive living facilities (Canada), continuing care retirement communities, assisted living facilities, care homes with and without nursing (United Kingdom), Alzheimer’s/dementia care facilities and long-term/post-acute care facilities. We invest primarily through acquisitions, development and joint venture partnerships. Our properties are primarily leased to operators under long-term, triple-net master leases. We are not involved in property management. Our properties include stand-alone facilities that provide one level of service, combination facilities that provide multiple levels of service, and communities or campuses that provide a wide range of services.
Independent Living Facilities and Independent Supportive Living Facilities (Canada). Independent living facilities and independent supportive living facilities are age-restricted, multifamily properties with central dining facilities that provide residents access to meals and other services such as housekeeping, linen service, transportation and social and recreational activities.
Continuing Care Retirement Communities. Continuing care retirement communities typically include a combination of detached homes, an independent living facility, an assisted living facility and/or a long-term/post-acute care facility on one campus. These communities appeal to residents because there is no need to relocate when health and medical needs change. Resident payment plans
2
vary, but can include entrance fees, condominium fees and rental fees. Many of these communities also charge monthly maintenance fees in exchange for a living unit, meals and some health services.
Assisted Living Facilities . Assisted living facilities are state regulated rental properties that provide the same services as independent living facilities, but also provide supportive care from trained employees to residents who require assistance with activities of daily living, including, but not limited to, management of medications, bathing, dressing, toileting, ambulating and eating.
Care Homes with Nursing (United Kingdom) . Care homes with nursing, regulated by the Care Quality Commission are licensed daily rate or rental properties where the majority of individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for various national and local reimbursement programs. Unlike the U.S., care homes with nursing in the U.K. generally do not provide post-acute care.
Care Homes (United Kingdom) . Care homes, regulated by the Care Quality Commission, are rental properties that provide essentially the same services as U.S. assisted living facilities.
Alzheimer’s/Dementia Care Facilities. Certain assisted living facilities may include state-licensed settings that specialize in caring for those afflicted with Alzheimer’s disease and/or other types of dementia.
Long-Term/Post-Acute Care Facilities . Our long-term/post-acute care facilities generally include skilled nursing/post-acute care facilities, inpatient rehabilitation facilities and long-term acute care facilities. Skilled nursing/post-acute care facilities are licensed daily rate or rental properties where the majority of individuals require 24-hour nursing and/or medical care. Generally, these properties are licensed for Medicaid and/or Medicare reimbursement in the U.S. or provincial reimbursement in Canada. All facilities offer some level of rehabilitation services. Some facilities focus on higher acuity patients and offer rehabilitation units specializing in cardiac, orthopedic, dialysis, neurological or pulmonary rehabilitation. Inpatient rehabilitation facilities provide inpatient services for patients with intensive rehabilitation needs. Long-term acute care facilities provide inpatient services for patients with complex medical conditions that require more intensive care, monitoring or emergency support than is available in most skilled nursing/post-acute care facilities.
Our triple-net segment accounted for 28%, 31% and 31% of total revenues for the years ended December 31, 2016, 2015 and 2014, respectively. We lease 85 facilities to Genesis Healthcare, LLC, an operator of long-term/post-acute care facilities, pursuant to a long-term, triple-net master lease. In addition to rent, the master lease requires Genesis to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases. All obligations under the master lease have been guaranteed by FC-GEN Operations Investment, LLC, a subsidiary of Genesis Healthcare, LLC. For the year ended December 31, 2016, our lease with Genesis accounted for approximately 27% of our triple-net segment revenues and 8% of our total revenues.
Seniors Housing Operating
Our seniors housing operating properties include several of the facility types described in “Item 1 – Business – Property Types – Triple-Net”, including independent living facilities and independent supportive living facilities, assisted living facilities, care homes and Alzheimer’s/dementia care facilities. Properties are primarily held in consolidated joint venture entities with operating partners. We utilize the structure proposed in the REIT Investment Diversification and Empowerment Act of 2007, which is commonly referred to as a “RIDEA” structure (the provisions of the Internal Revenue Code authorizing the RIDEA structure were enacted as part of the Housing and Economic Recovery Act of 2008). See Note 18 to our consolidated financial statements for more information.
Our seniors housing operating segment accounted for 59%, 56% and 57% of total revenues for the years ended December 31, 2016, 2015 and 2014, respectively. We have relationships with 16 operators to own and operate 420 facilities (plus 69 unconsolidated facilities). In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on our partners to effectively and efficiently manage these properties. For the year ended December 31, 2016, our relationship with Sunrise Senior Living accounted for approximately 40% of our seniors housing operating segment revenues and 23% of our total revenues.
Outpatient Medical
Our outpatient medical properties include outpatient medical buildings and, prior to June 30, 2015, life science facilities. We typically lease our outpatient medical buildings to multiple tenants and provide varying levels of property management. Our life science investment represented an investment in an unconsolidated joint venture entity. Our outpatient medical segment accounted for 13%, 13% and 12% of total revenues for the years ended December 31, 2016, 2015 and 2014, respectively. No single tenant exceeds 20% of segment revenues.
3
Outpatient Medical Buildings . The outpatient medical building portfolio consists of health care related buildings that generally include physician offices, ambulatory surgery centers, diagnostic facilities, outpatient services and/or labs. Our portfolio has a strong affiliation with health systems. Approximately 95% of our outpatient medical building portfolio is affiliated with health systems (with buildings on hospital campuses or serving as satellite locations for the health system and its physicians).
Life Science Facilities . The life science portfolio consisted of laboratory and office facilities specifically designed and constructed for use by biotechnology and pharmaceutical companies. These facilities were located adjacent to The Massachusetts Institute of Technology, which is a well-established market known for pharmaceutical and biotechnology research. They are similar to commercial office buildings with advanced HVAC (heating, ventilation and air conditioning), electrical and mechanical systems. On June 30, 2015, we disposed of our life science investments.
Investments
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. We invest in seniors housing and health care real estate primarily through acquisitions, developments and joint venture partnerships. For additional information regarding acquisition and development activity, please see Note 3 to our consolidated financial statements. We diversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor’s/partner’s management team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry. We conduct market research and analysis for all potential investments. In addition, we review the value of all properties, the interest rates and covenant requirements of any facility-level debt to be assumed at the time of the acquisition and the anticipated sources of repayment of any existing debt that is not to be assumed at the time of the acquisition.
We monitor our investments through a variety of methods determined by the type of property. Our proactive and comprehensive 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 actively manages and monitors the outpatient medical portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions. In monitoring our portfolio, our personnel use a proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends.
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 are generally able 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.
Investment Types
Real Property. Our properties are primarily comprised of land, buildings, improvements and related rights. Our triple-net properties are generally leased to operators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or more five to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full market value. Most of our rents are received under triple-net leases requiring the operator to pay rent and all additional charges incurred in the operation of the leased property. The tenants are required to repair, rebuild and maintain the leased properties. Substantially all of these operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period.
At December 31, 2016, approximately 92% of our triple-net properties were subject to master leases. A master lease is a lease of multiple properties to one tenant entity under a single lease agreement. From time to time, we may acquire additional properties that are then leased to the tenant under the master lease. The tenant is required to make one monthly payment that represents rent on all the properties that are subject to the master lease. Typically, the master lease tenant can exercise its right to purchase the properties or to renew the master lease only with respect to all leased properties at the same time. This bundling feature benefits us because the tenant cannot limit the purchase or renewal to the better performing properties and terminate the leasing arrangement with respect to the poorer performing properties. This spreads our risk among the entire group of properties within the master lease. The bundling feature should provide a similar advantage to us if the master lease tenant is in bankruptcy. Subject to certain restrictions, a debtor in bankruptcy has the right to assume or reject each of its leases. It is our intent that a tenant in bankruptcy would be required to assume or reject the master lease as a whole, rather than deciding on a property by property basis.
4
Our outpatient medical portfolio is primarily self-managed and consists principally of multi-tenant properties leased to health care providers. Our leases typically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2016, 80% of our portfolio included leases with full pass through, 17% with a partial expense reimbursement (modified gross) and 3% with no expense reimbursement (gross). Our outpatient medical leases are non-cancellable operating leases that have a weighted-average remaining term of seven years at December 31, 2016 and are often credit enhanced by security deposits, guaranties and/or letters of credit.
Construction. We occasionally provide for the construction of properties for tenants as part of long-term operating leases. We capitalize certain interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during the construction period using the rate of interest that approximates our Company-wide cost of financing. Our interest expense is reduced by the amount capitalized. We also typically charge a transaction fee at the commencement of construction which we defer and amortize to income over the term of the resulting lease. The construction period commences upon funding and terminates upon the earlier of the completion of the applicable property or the end of a specified period. During the construction period, we advance funds to the tenants in accordance with agreed upon terms and conditions which require, among other things, periodic site visits by a Company representative. During the construction period, we generally require an additional credit enhancement in the form of payment and performance bonds and/or completion guaranties. At December 31, 2016, we had outstanding construction investments of $506,091,000 and were committed to provide additional funds of approximately $493,972,000 to complete construction for investment properties.
Real Estate Loans. Our real estate loans are typically structured to provide us with interest income, principal amortization and transaction fees and are generally secured by first/second mortgage liens, leasehold mortgages, corporate guaranties and/or personal guaranties. At December 31, 2016, we had outstanding real estate loans of $622,627,508. The interest yield averaged approximately 9.5% per annum on our outstanding real estate loan balances. Our yield on real estate loans depends upon a number of factors, including the stated interest rate, average principal amount outstanding during the term of the loan and any interest rate adjustments. The real estate loans outstanding at December 31, 2016 are generally subject to one to 15-year terms with principal amortization schedules and/or balloon payments of the outstanding principal balances at the end of the term. Typically, real estate loans are cross-defaulted and cross-collateralized with other real estate loans, operating leases or agreements between us and the obligor and its affiliates.
Investments in Unconsolidated Entities . Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Our investments in unconsolidated entities generally represent interests ranging from 10% to 50% in real estate assets. Under the equity method of accounting, our share of the investee’s earnings or losses is included in our consolidated results of operations. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest or the estimated fair value of the assets prior to the sale of interests in the entity. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded. See Note 7 to our consolidated financial statements for more information.
Principles of Consolidation
The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.
At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations, requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance.
For investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
5
Borrowing Policies
We utilize a combination of debt and equity to fund investments. Our debt and equity levels are determined by management to maintain a conservative balance sheet and credit profile. Generally, we intend to issue unsecured, fixed-rate public debt with long-term maturities to approximate the maturities on our triple-net leases and investment strategy. For short-term purposes, we may borrow on our primary unsecured credit facility. We replace these borrowings with long-term capital such as senior unsecured notes or common stock. When terms are deemed favorable, we may invest in properties subject to existing mortgage indebtedness. In addition, we may obtain secured financing for unleveraged properties in which we have invested or may refinance properties acquired on a leveraged basis. In certain agreements with our lenders, we are subject to restrictions with respect to secured and unsecured indebtedness.
Competition
We compete with other real estate investment trusts, real estate partnerships, private equity and hedge fund investors, banks, insurance companies, finance/investment companies, government-sponsored agencies, taxable and tax-exempt bond funds, health care operators, developers and other investors in the acquisition, development, leasing and financing of health care and seniors housing properties. We compete for investments based on a number of factors including relationships, certainty of execution, investment structures and underwriting criteria. Our ability to successfully compete is impacted by economic and demographic trends, availability of acceptable investment opportunities, our ability to negotiate beneficial investment terms, availability and cost of capital, construction and renovation costs and applicable laws and regulations.
The operators/tenants of our properties compete with properties that provide comparable services in the local markets. Operators/tenants compete for patients and residents based on a number of factors including quality of care, reputation, physical appearance of properties, location, services offered, family preferences, physicians, staff and price. We also face competition from other health care facilities for tenants, such as physicians and other health care providers that provide comparable facilities and services.
For additional information on the risks associated with our business, please see “Item 1A — Risk Factors” of this Annual Report on Form 10-K.
Employees As of January 31, 2017, we had 466 employees.
Credit Concentrations Please see Note 8 to our consolidated financial statements.
Geographic Concentrations Please see “Item 2 – Properties” of this Annual Report on Form 10-K and Note 17 to our consolidated financial statements.
Health Care Industry
The demand for health care services, and consequently health care properties, is projected to reach unprecedented levels in the near future. The Centers for Medicare and Medicaid Services (“CMS”) projects that national health expenditures will rise to approximately $3.5 trillion in 2017 or 18.2% of gross domestic product. The average annual growth in national health expenditures for 2015 through 2025 is expected to be 5.8%. While demographics are the primary driver of demand, economic conditions and availability of services contribute to health care service utilization rates. We believe the health care property market may be less susceptible to fluctuations and economic downturns relative to other property sectors. Investor interest in the market remains strong, especially in specific sectors such as private-pay senior living and outpatient medical buildings. The total U.S. population for 2015 through 2025 is projected to increase by 9.3%. The elderly population aged 65 and over is projected to increase by 36% through 2025. The elderly are an important component of health care utilization, especially independent living services, assisted living services, long-term/post-acute care services, inpatient and outpatient hospital services and physician ambulatory care. Most health care services are provided within a health care facility such as a hospital, a physician’s office or a seniors housing community. Therefore, we believe there will be continued demand for companies, such as ours, with expertise in health care real estate.
Health care real estate investment opportunities tend to increase as demand for health care services increases. We recognize the need for health care real estate as it correlates to health care service demand. Health care providers require real estate to house their businesses and expand their services. We believe that investment opportunities in health care real estate will continue to be present due to:
· The specialized nature of the industry, which enhances the credibility and experience of the Company;
· The projected population growth combined with stable or increasing health care utilization rates, which ensures demand; and
· The on-going merger and acquisition activity.
Certain Government Regulations
6
United States
Health Law Matters — Generally
Typically, operators of seniors housing facilities do not receive significant funding from government programs and are largely subject to state laws, as opposed to federal laws. Operators of long-term/post-acute care facilities and hospitals do receive significant funding from government programs, and these facilities are subject to the federal and state laws that regulate the type and quality of the medical and/or nursing care provided, ancillary services ( e.g ., respiratory, occupational, physical and infusion therapies), qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant and equipment, reimbursement and rate setting and operating policies. In addition, as described below, operators of these facilities are subject to extensive laws and regulations pertaining to health care fraud and abuse, including, but not limited to, the federal Anti-Kickback Statute (“AKS”), the federal Stark Law (“Stark Law”), and the federal False Claims Act (“FCA”), as well as comparable state laws. Hospitals, physician group practice clinics, and other health care providers that operate in our portfolio are subject to extensive federal, state, and local licensure, registration, certification, and inspection laws, regulations, and industry standards. Our tenants’ failure to comply with any of these, and other, laws could result in, among other things, loss of accreditation; denial of reimbursement; imposition of fines; suspension, decertification, or exclusion from federal and state health care programs; loss of license; or closure of the facility. See Risk Factors “The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us” and “Our operators’ or tenants’ failure to comply with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us” below.
Licensing and Certification
The primary regulations that affect long-term and post-acute care facilities are state licensing and registration laws. For example, certain health care facilities are subject to a variety of licensure and certificate of need (“CON”) laws and regulations. Where applicable, CON laws generally require, among other requirements, that a facility demonstrate the need for (1) constructing a new facility, (2) adding beds or expanding an existing facility, (3) investing in major capital equipment or adding new services, (4) changing the ownership or control of an existing licensed facility, or (5) terminating services that have been previously approved through the CON process. Certain state CON laws and regulations may restrict the ability of operators to add new properties or expand an existing facility’s size or services. In addition, CON laws may constrain the ability of an operator to transfer responsibility for operating a particular facility to a new operator.
With respect to licensure, generally our long-term/post-acute care facilities and acute care facilities are required to be licensed and certified for participation in Medicare, Medicaid, and other federal and state health care programs. The failure of our operators to maintain or renew any required license or regulatory approval as well as the failure of our operators to correct serious deficiencies identified in a compliance survey could require those operators to discontinue operations at a property. In addition, if a property is found to be out of compliance with Medicare, Medicaid, or other federal or state health care program conditions of participation, the property operator may be excluded from participating in those government health care programs.
Reimbursement
The reimbursement methodologies applied to health care facilities continue to evolve. Federal and state authorities have considered and may seek to implement new or modified reimbursement methodologies, including value-based reimbursement methodologies that may negatively impact health care property operations. The impact of any such changes, if implemented, may result in a material adverse effect on our portfolio. No assurance can be given that current revenue sources or levels will be maintained. Accordingly, there can be no assurance that payments under a government health care program are currently, or will be in the future, sufficient to fully reimburse the property operators for their operating and capital expenses.
· Seniors Housing Facilities (excluding long-term/post-acute care facilities). Approximately 55% of our overall revenues for the year ended December 31, 2016 were attributable to U.S. seniors housing facilities. The majority of the revenues received by the operators of these facilities are from private pay sources. The remaining revenue source is primarily Medicaid under certain waiver programs. As of September 30, 2016, 15 of our 44 seniors housing operators received Medicaid reimbursement pursuant to Medicaid waiver programs. For the twelve months ended September 30, 2016, approximately 1.7% of the revenues at our seniors housing facilities were from Medicaid reimbursement. There can be no guarantee that a state Medicaid program operating pursuant to a waiver will be able to maintain its waiver status. Rates paid by self-pay residents are set by the facilities and are determined by local market conditions and operating costs. Generally, facilities receive a higher payment per day for a private pay resident than for a Medicaid beneficiary who requires a comparable level of care. The level of Medicaid reimbursement varies from state to state. Thus, the revenues generated by operators of our assisted living facilities may be adversely affected by payor mix, acuity level, changes in Medicaid eligibility, and
7
reimbursement levels. In addition, a state could lose its Medicaid waiver and no longer be permitted to utilize Medicaid dollars to reimburse for assisted living services.
· Long-Term/Post-Acute Care Facilities . Approximately 13% of our overall revenues for the year ended December 31, 2016 were attributable to long-term/post-acute care facilities. The majority of the revenues received by the operators of these facilities are from the Medicare and Medicaid programs, with the balance representing reimbursement payments from private payors. Consequently, changes in federal or state reimbursement policies may adversely affect an operator’s ability to cover its expenses, including our rent or debt service. Long-term/post-acute care facilities are subject to periodic pre- and post-payment reviews, and other audits by federal and state authorities. A review or audit of a property operator’s claims could result in recoupments, denials, or delay of payments in the future. Due to the significant judgments and estimates inherent in payor settlement accounting, no assurance can be given as to the adequacy of any reserves maintained by our property operators to cover potential adjustments to reimbursements, or to cover settlements made to payors. Recent attention on billing practices, payments, and quality of care, or ongoing government pressure to reduce spending by government health care programs, could result in lower payments to long-term/post-acute care facilities and, as a result, may impair an operator’s ability to meet its financial obligations to us.
o Medicare Reimbursement. For the twelve months ended September 30, 2016, approximately 39% of the revenues at our long-term/post-acute care facilities were paid by Medicare. Generally, long-term/post-acute care facilities are reimbursed under the Medicare Skilled Nursing Facility Prospective Payment System (“SNF PPS”), the Inpatient Rehabilitation Facility Prospective Payment System (“IRF PPS”), or the Long Term Care Hospital Prospective Payment System (“LTCH PPS”), which generally provide reimbursement based upon a predetermined fixed amount per episode of care and are updated by CMS, an agency of the Department of Health and Human Services (“HHS”) annually. CMS made some positive payment updates for fiscal year (“FY”) 2017 under the SNF PPS, the IRF PPS and the LTCH PPS, specifically:
§ On August 5, 2016, CMS published a final rule regarding FY 2017 Medicare payment policies and rates for skilled nursing facilities (“SNFs”). Under the final SNF rule, CMS projects that aggregate payments to SNFs will increase in FY 2017 by $920 million, or 2.4%, from payments in FY 2016.
§ On August 5, 2016, CMS published a final rule regarding FY 2017 Medicare payment policies and rates for inpatient rehabilitation facilities (“IRFs”). Under the rule, CMS estimates that aggregate payments to IRFs will increase in FY 2017 by $145 million, or 1.9%, relative to payments in FY 2016.
§ On August 22, 2016, CMS published a final rule regarding FY 2017 Medicare payment policies and rates for long term care hospitals (“LTCHs”). As a result of the continuation of the phase-in of site neutral payment rates for specified cases in LTCHs, CMS projects FY 2017 Medicare payments to LTCHs will decrease by 7.1%, or approximately $363 million. Payment rates will increase by 0.7% for cases that qualify for the higher standard LTCH PPS rate. In response to a federal district court’s review of the “Two-Midnight” payment policy, CMS finalized its proposal to remove the 0.2% Medicare Part A hospital payment cut and also its effects for FYs 2014, 2015, and 2016 though an approximate 0.8% increase to FY 2017 payment rates.
There is a risk under these payment systems that costs will exceed the fixed payments, or that payments may be set below the costs to provide certain items and services. In addition, the HHS Office of Inspector General has released recommendations to address SNF billing practices and Medicare payment rates. If followed, these recommendations regarding SNF payment reform may impact our tenants and operators.
o Medicaid Reimbursement . For the twelve months ended September 30, 2016, approximately 33% of the revenues of long-term/post-acute care facilities were paid by Medicaid. Many states reimburse SNFs, for example, using fixed daily rates, which are applied prospectively based on patient acuity and the historical costs incurred in providing patient care. In most states, Medicaid does not fully reimburse the cost of providing services. Certain states are attempting to slow the rate of Medicaid growth by freezing rates or restricting eligibility and benefits. In addition, Medicaid reimbursement rates may decline if revenues in a particular state are not sufficient to fund budgeted expenditures.
· Medicare Reimbursement for Physicians, Hospital Outpatient Departments, and Ambulatory Surgical Centers. Changes in reimbursement to physicians, Hospital Outpatient Departments (“HOPDs”), and Ambulatory Surgical Centers (“ASCs”) may further affect our tenants and operators. Generally, Medicare reimburses physicians under the Physician Fee Schedule, while HOPDs and ASCs are reimbursed under prospective payment systems. The Physician Fee Schedule and the HOPD and ASC prospective payment systems are updated annually by CMS. These annual Medicare payment regulations have resulted in lower net pay increases than providers of those services have often expected. In addition, Congress recently passed the Medicare and CHIP Reauthorization Act of 2015 (“MACRA”), which includes payment reductions for providers who do not meet government quality standards. The implementation of pay-for-quality models like those required under MACRA is expected to produce funding disparities that could adversely impact some provider tenants in medical buildings and other health care properties. Changes in Medicare Advantage plan payments may also indirectly affect our operators and tenants that contract with Medicare Advantage plans .
· Health Reform Laws. On March 23, 2010, President Obama signed into law the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Laws”), which dramatically
8
altered how health care is delivered and reimbursed in the United States and contained various provisions, including Medicaid expansion and the establishment of Health Insurance Exchanges providing subsidized health insurance, that may directly impact us or the operators and tenants of our properties. We expect that the new Presidential Administration and U.S. Congress will seek to modify, repeal, or otherwise invalidate all, or certain provisions of, the Health Reform Laws. Since taking office, President Trump has continued to support the repeal of all or portions of the Health Reform Laws. The House and Senate have recently passed a budget resolution that authorizes congressional committees to draft legislation to repeal all or portions of the Health Reform Laws and permits such legislation to pass with a majority vote in the Senate. President Trump has also recently issued an executive order in which he stated that it is his Administration’s policy to seek the prompt repeal of the Health Reform Laws and directed executive departments and federal agencies to waive, defer, grant exemptions from, or delay the implementation of the provisions of the Health Reform Laws to the maximum extent permitted by law. There is still uncertainty with respect to the impact President Trump’s Administration and the U.S. Congress may have, if any, and any changes will likely take time to unfold, and could have an impact on coverage and reimbursement for health care items and services covered by plans that were authorized by the Health Reform Laws. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation or regulatory changes, will have a material impact on our operators’ or tenants’ property or business.
Fraud & Abuse Enforcement
Long-term/post-acute care facilities (and seniors housing facilities that receive Medicaid payments) are subject to federal, state, and local laws, regulations, and applicable guidance that govern the operations and financial and other arrangements that may be entered into by health care providers. Certain of these laws, such as the AKS and Stark Law, prohibit direct or indirect payments of any kind for the purpose of inducing or encouraging the referral of patients for medical products or services reimbursable by government health care programs. Other laws require providers to furnish only medically necessary services and submit to the government valid and accurate statements for each service. Specifically, our operators and tenants that receive payments from federal healthcare programs, such as Medicare and Medicaid, are subject to substantial financial penalties under the Civil Monetary Penalties Act and the FCA and, in particular, actions under the FCA’s “whistleblower” provisions. Private enforcement of health care fraud has increased due in large part to amendments to the FCA that encourage private individuals to sue on behalf of the government. In addition, states may also have separate false claims acts, which, among other things, generally prohibit health care providers from filing false claims or making false statements to receive payments. Still other laws require providers to comply with a variety of safety, health and other requirements relating to the condition of the licensed property and the quality of care provided. Sanctions for violations of these laws, regulations, and other applicable guidance may include, but are not limited to, criminal and/or civil penalties and fines, loss of licensure, immediate termination of government payments, exclusion from any government health care program, damage assessments, and imprisonment. In certain circumstances, violation of these rules (such as those prohibiting abusive and fraudulent behavior) with respect to one property may subject other facilities under common control or ownership to sanctions, including exclusion from participation in the Medicare and Medicaid programs, as well as other government health care programs. In the ordinary course of its business, a property operator is regularly subjected to inquiries, investigations, and audits by the federal and state agencies that oversee these laws and regulations.
Prosecutions, investigations, or whistleblower actions could have a material adverse effect on a property operator’s liquidity, financial condition, and operations, which could adversely affect the ability of the operator to meet its financial obligations to us. In addition, government investigations and enforcement actions brought against the health care industry have increased dramatically over the past several years and are expected to continue. Although the responsibility for enforcing these laws and regulations lies with a variety of federal, state and local governmental agencies, some may be enforced by private litigants through federal and state false claims acts and other laws, including some state privacy laws, that allow for private individuals to bring actions. The costs for an operator of a health care property associated with both defending such enforcement actions and the undertakings in settling these actions can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us.
Federal and State Data Privacy and Security Laws
The Health Insurance Portability and Accountability Act of 1996, as amended by Health Information Technology for Economic and Clinical Health Act, and numerous other state and federal laws govern the collection, security, dissemination, use, access to and confidentiality of individually identifiable health information. Violations of these laws may result in substantial civil and/or criminal fines and penalties.
United Kingdom
In England, care home services are principally regulated by the Health and Social Care Act 2008 (as amended) and other regulations. This legislation subjects service providers to a number of legally binding "Fundamental Standards" and requires, amongst other things, that all persons carrying out "Regulated Activities" in England, and the managers of such persons, be registered. Providers of care home services are also subject (as data controllers) to laws governing their use of personal data (including in relation
9
to their employees, clients and recipients of their services). These laws currently take the form of the UK's Data Protection Act 1998, enforced by the UK's Information Commissioner's Office, but this will be replaced in mid-2018 by the EU's new General Data Protection Regulation (“GDPR”). The GDPR will impose a significant number of new obligations with the potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater. Entities incorporated in or carrying on a business in the UK as well as individuals residing in the U.K. are also subject to the UK Bribery Act 2010. The UK recently introduced a new national minimum wage with a maximum fine for non-payment of £20,000 per worker and employers who fail to pay will be banned from being a company director for up to 15 years. The UK recently voted to exit from the EU (“Brexit”). Negotiations on the exit agreement are underway but at present it is not possible to predict whether Brexit will have a material impact on our operators' or tenants' property or business.
Canada
Retirement homes and long-term care homes are subject to regulation, and long-term care homes receive funding, under provincial law. There is no federal regulation in this area. Set out below are summaries of the principal regulatory requirements in the provinces where we have a material number of facilities.
Licensing and Regulation
Alberta
In Alberta, there are three relevant designations for seniors’ living arrangements, ordered below from the most independent to the highest level of care.
· Retirement Homes (also called independent living) are designed for older adults able to live on their own, and may offer various lifestyle amenities. These residences may be rented, privately owned, or life-leased, and may be operated for profit or non-profit. Support services are not usually offered, but can be arranged by residents. Retirement homes do not generally receive government funding; residents pay for tenancy and services received. Rental subsidies may be available to qualified seniors. Independent living residences are subject to provincial tenancy and housing laws.
· Supportive Living (also called assisted living) provides home-like accommodation for residents who wish or need to access care, assistance, and services. Operators provide at least one meal a day or housekeeping services. There are four levels of supportive living, addressing care needs from basic to advanced. In addition, there are two specialized designations of supportive care to address the needs of residents who require the highest level of care including for those who have cognitive impairments. Supportive living can include seniors lodges, group homes, and mental health and designated supportive living accommodations, which can be operated by private for-profit or not-for-profit, or public operators. Supportive living services are licensed and regulated under Provincial laws, and governed by the Ministry of Health. Operators receiving public funds for health and personal care services must also comply with additional provincial legislation, and are subject to legislated safeguards aimed at investigation of suspected abuse. The maximum accommodation fee in publicly-funded designated supportive living is regulated by Alberta Health. In other supportive living settings, the operator sets the cost of accommodation. Health services are publicly-funded and provided through Alberta Health Services. Private sector operators are eligible to apply for government funding under a government capital grant program that provides funding to develop long-term care and affordable supportive living spaces.
· Nursing Homes (also called long-term care) are for residents who have complex, unpredictable medical needs and who require 24-hour on-site registered nurse assessment or treatment. Nursing homes are regulated by Provincial laws, and governed by the Ministry of Health. Operators are not licensed, but enter into agreements with the Ministry for the operation of nursing homes and must comply with certain accommodation standards. Homes can be operated by private for-profit or not-for-profit, or public operators. Operators that receive public funds for health and personal care services must also comply with certain health service standards and legislation aimed at protecting residents. Alberta Health regulates the maximum accommodation fee in publicly-funded nursing homes. Health services in long-term care are publicly-funded, provided through Alberta Health Services. Private sector operators are eligible to apply for government funding, and the Minister may make grants to an operator in respect of its operating or capital costs.
Ontario
Long-term care homes (also called nursing homes), receive government funding, are licensed under provincial law aimed at resident protection, and are governed by the Ministry of Health and Long-Term Care. Retirement homes are regulated and licensed under a provincial law aimed at protecting residents. Retirement homes do not receive government funding; residents enter into tenancy agreements under provincial tenancy law, and pay for tenancy and services received. Residents may access publicly-funded external care services at the home from external suppliers. Retirement home licenses are granted by the Retirement Homes Regulatory Authority (“RHRA”), and are non-transferable. The RHRA administers the law governing retirement homes, to ensure that licensees are meeting certain standards, generally with respect to care and safety. The law requires any person to report to the RHRA when there are reasonable grounds to suspect abuse of a resident by anyone, or neglect of a resident by staff. The RHRA conducts a
10
mandatory inspection and issues a report that is posted on the RHRA’s public website, and also must be posted in the subject home if it is the most recent report. The Registrar of the RHRA can receive complaints about a retirement home contravening a provision of the law, and if such a complaint is received, it must be reviewed promptly. The Registrar has broad powers relating to complaint investigation and action. The RHRA Registrar has the power to inspect a retirement home at any time without warning or issue a warrant to ensure compliance. Compliance inspections occur at least every three years. The Registrar has the power to make a variety of orders including the imposition of a fine or an order revoking the operator’s license. The applicable law also enumerates offenses, such as operating without a license, and provides for penalties for offenses. All of the homes in which we have an interest in Ontario are licensed as retirement homes. One of the homes also has some licensed long-term care beds.
British Columbia
Provincial laws regulate and license “community care facilities” (long-term care homes) in substantially the same manner as retirement homes are regulated under Ontario laws. Community care facilities are defined as premises used for the purpose of supervising vulnerable persons who require three or more prescribed services (from a list that includes regular assistance with activities of daily living; distribution of medication; management of cash resources; monitoring of food intake; structured behavior management and intervention; and psychosocial or physical rehabilitative therapy).
Provincial law also recognizes and regulates “assisted living residences,” for seniors who can live independently, but require assistance with certain activities. Services available can include meals, housekeeping, monitoring and emergency support, social/recreational opportunities, and transportation. Assisted living residences do not require a license, but must be registered with the registrar of assisted living residences and must be operated in a manner that does not jeopardize the health or safety of residents. If the registrar believes the standard is not being met, the registrar may inspect the residence and may suspend or cancel a registration.
Independent living residences offer housing and hospitality services for retired adults who are functionally independent and able to direct their own care. Most of the residences in which we have an interest in B.C. are assisted living residences, with one being an independent living residence.
Québec
Provincial laws in Québec regulate retirement homes (private seniors’ residences) as well as long-term care homes (residential and long-term care centers). All homes in which we have an interest in Québec are private seniors’ residences which are required to obtain a certificate of compliance based on prescribed operating standards.
A certificate of compliance is issued for a period of four years and is renewable. The regional health and social agency may revoke or refuse to issue or renew a certificate of compliance if, among other things, the operator fails to comply with the applicable law. The agency may also order corrective measures, further to an inspection, complaint or investigation. The agency is authorized to inspect a residence, at any reasonable time of day, in order to ascertain whether it complies with the law.
Private seniors’ residences may belong to either or both of the following categories: (i) those offering services to independent elderly persons and (ii) those offering services to semi-independent elderly persons. The operator must, for each category, comply with the applicable criteria and standards, with some exceptions for residences with fewer than six or ten rooms or apartments. There are requirements with respect to residents’ health and safety, meal services and recreation, content of residents’ files, disclosure of information to residents, and staffing, among other things.
Other Related Laws
Privacy
The services provided in our facilities are subject to privacy legislation in Canada, including, in certain provinces, privacy laws specifically related to personal health information. Although the obligations of custodians of personal information in the various provinces differ, they all include the obligation to protect the information. The organizations with which we have management agreements may be the custodian of personal information collected in connection with the operation of our facilities.
Privacy laws in Canada are consent-based and require the implementation of a privacy program involving policies, procedures and the designation of an individual or team with primary responsibility for privacy law compliance. Mandatory breach notification to affected individuals is a requirement under some laws. Mandatory breach notification to the applicable regulator is a requirement in some provinces. Some laws require notification where personal information is processed or stored outside of Canada. One provincial law (in Quebec) provides for fines where an organization fails to perform due diligence before outsourcing activities involving personal information to a service provider outside of the province.
11
The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. To date, monetary penalties granted have been on the low side, although that is changing with civil actions for breach of privacy and may change further as a result of class action activity. Regulators have the authority to make public the identity of a custodian that has been found to have committed a breach, so there is a reputational risk associated with privacy law violations even where no monetary damages are incurred. The notification of residents (mandatory under some privacy laws) and other activities required to manage a privacy breach can give rise to significant costs.
Other Legislation
Retirement homes may be subject to residential tenancy laws, such that there can be restrictions on rent increases and termination of tenancies, for instance. Other provincial and/or municipal laws applicable to fire safety, food services, zoning, occupational health and safety, public health, and the provision of community health care and funded long-term/post-acute care may also apply to retirement homes.
Taxation
Federal Income Tax Considerations
The following summary of the taxation of the Company and the material federal tax consequences to the holders of our debt and equity securities is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities and foreign corporations and persons who are not citizens or residents of the United States).
This summary does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular investment or other circumstances. In addition, this summary does not discuss any state or local income taxation or foreign income taxation or other tax consequences. This summary is based on current U.S. federal income tax law. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of purchasing, owning and disposing of our securities as set forth in this summary. Before you purchase our securities, you should consult your own tax advisor regarding the particular U.S. federal, state, local, foreign and other tax consequences of acquiring, owning and selling our securities.
General
We elected to be taxed as a real estate investment trust (a “REIT”) commencing with our first taxable year. We intend to continue to operate in such a manner as to qualify as a REIT, but there is no guarantee that we will qualify or remain qualified as a REIT for subsequent years. Qualification and taxation as a REIT depends upon our ability to meet a variety of qualification tests imposed under federal income tax law with respect to income, assets, distribution level and diversity of share ownership as discussed below under “— Qualification as a REIT.” There can be no assurance that we will be owned and organized and will operate in a manner so as to qualify or remain qualified.
In any year in which we qualify as a REIT, in general, we will not be subject to federal income tax on that portion of our REIT taxable income or capital gain that is distributed to stockholders. We may, however, be subject to tax at normal corporate rates on any taxable income or capital gain not distributed. If we elect to retain and pay income tax on our net long-term capital gains, stockholders are required to include their proportionate share of our undistributed long-term capital gains in income, but they will receive a refundable credit for their share of any taxes paid by us on such gain.
Despite the REIT election, we may be subject to federal income and excise tax as follows:
• To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates;
• We may be subject to the “alternative minimum tax” (the “AMT”) on certain tax preference items to the extent that the AMT exceeds our regular tax;
• If we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, such income will be taxed at the highest corporate rate;
• Any net income from prohibited transactions (which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, other than dispositions of foreclosure property and dispositions of property due to an involuntary conversion) will be subject to a 100% tax;
12
• If we fail to satisfy either the 75% or 95% gross income tests (as discussed below), but nonetheless maintain our qualification as a REIT because certain other requirements are met, we will be subject to a 100% tax on an amount equal to (1) the gross income attributable to the greater of (i) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% gross income test (discussed below) or (ii) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% gross income test (discussed below) multiplied by (2) a fraction intended to reflect our profitability;
• If we fail to distribute during each year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for such year (other than capital gain that we elect to retain and pay tax on) and (3) any undistributed taxable income from preceding periods, we will be subject to a 4% excise tax on the excess of such required distribution over amounts actually distributed;
• We will be subject to a 100% tax on the amount of any rents from real property, deductions or excess interest paid to us by any of our “taxable REIT subsidiaries” that would be reduced through reallocation under certain federal income tax principles in order to more clearly reflect income of the taxable REIT subsidiary. See “— Qualification as a REIT — Investments in Taxable REIT Subsidiaries;” and
• We may be subject to the corporate “alternative minimum tax” on any items of tax preference, including any deductions of net operating losses.
If we acquire any assets from a corporation, which is or has been a “C” corporation, in a carryover basis transaction, we could be liable for specified liabilities that are inherited from the “C” corporation. A “C” corporation is generally defined as a corporation that is required to pay full corporate level federal income tax. If we recognize gain on the disposition of the assets during the five-year period beginning on the date on which the assets were acquired by us, then, to the extent of the assets’ “built-in gain” (i.e., the excess of the fair market value of the asset over the adjusted tax basis in the asset, in each case determined as of the beginning of the five-year period), we will be subject to tax on the gain at the highest regular corporate rate applicable. The results described in this paragraph with respect to the recognition of built-in gain assume that the built-in gain assets, at the time the built-in gain assets were subject to a conversion transaction (either where a “C” corporation elected REIT status or a REIT acquired the assets from a “C” corporation), were not treated as sold to an unrelated party and gain recognized. For those properties that are subject to the built-in-gains tax, if triggered by a sale within the five-year period beginning on the date on which the properties were acquired by us, then the potential amount of built-in-gains tax will be an additional factor when considering a possible sale of the properties. See Note 18 to our consolidated financial statements for additional information regarding the built-in gains tax.
Qualification as a REIT
A REIT is defined as a corporation, trust or association:
(1) which is managed by one or more trustees or directors;
(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
(3) which would be taxable as a domestic corporation but for the federal income tax law relating to REITs;
(4) which is neither a financial institution nor an insurance company;
(5) the beneficial ownership of which is held by 100 or more persons in each taxable year of the REIT except for its first taxable year;
(6) not more than 50% in value of the outstanding stock of which is owned during the last half of each taxable year, excluding its first taxable year, directly or indirectly, by or for five or fewer individuals (which includes certain entities) (the “Five or Fewer Requirement”); and
(7) which meets certain income and asset tests described below.
Conditions (1) to (4), inclusive, must be met during the entire taxable year and condition (5) must be met during at least 335 days of a taxable year of 12 months or during a proportionate part of a taxable year of less than 12 months. For purposes of conditions (5) and (6), pension funds and certain other tax-exempt entities are treated as individuals, subject to a “look-through” exception in the case of condition (6).
Based on publicly available information, we believe we have satisfied the share ownership requirements set forth in (5) and (6) above. In addition, Article VI of our by-laws provides for restrictions regarding ownership and transfer of shares. These restrictions are intended to assist us in continuing to satisfy the share ownership requirements described in (5) and (6) above. These restrictions, however, may not ensure that we will, in all cases, be able to satisfy the share ownership requirements described in (5) and (6) above.
We have complied with, and will continue to comply with, regulatory rules to send annual letters to certain of our stockholders requesting information regarding the actual ownership of our stock. If, despite sending the annual letters, we do not know, or after exercising reasonable diligence would not have known, whether we failed to meet the Five or Fewer Requirement, we will be treated as having met the Five or Fewer Requirement. If we fail to comply with these regulatory rules, we will be subject to a monetary penalty. If our failure to comply was due to intentional disregard of the requirement, the penalty would be increased. However, if our failure to comply were due to reasonable cause and not willful neglect, no penalty would be imposed.
13
We may own a number of properties through wholly owned subsidiaries. A corporation will qualify as a “qualified REIT subsidiary” if 100% of its stock is owned by a REIT, and the REIT does not elect to treat the subsidiary as a taxable REIT subsidiary. A “qualified REIT subsidiary” will not be treated as a separate corporation, and all assets, liabilities and items of income, deductions and credits of a “qualified REIT subsidiary” will be treated as assets, liabilities and items (as the case may be) of the REIT. A “qualified REIT subsidiary” is not subject to federal income tax, and our ownership of the voting stock of a qualified REIT subsidiary will not violate the restrictions against ownership of securities of any one issuer which constitute more than 10% of the value or total voting power of such issuer or more than 5% of the value of our total assets, as described below under “— Asset Tests.”
If we invest in a partnership, a limited liability company or a trust taxed as a partnership or as a disregarded entity, we will be deemed to own a proportionate share of the partnership’s, limited liability company’s or trust’s assets. Likewise, we will be treated as receiving our share of the income and loss of the partnership, limited liability company or trust, and the gross income will retain the same character in our hands as it has in the hands of the partnership, limited liability company or trust. These “look-through” rules apply for purposes of the income tests and assets tests described below.
Income Tests. There are two separate percentage tests relating to our sources of gross income that we must satisfy each taxable year.
• At least 75% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derived each taxable year from “rents from real property,” other income from investments relating to real property or mortgages on real property or certain income from qualified temporary investments.
• At least 95% of our gross income (excluding gross income from certain sales of property held primarily for sale) must be directly or indirectly derived each taxable year from any of the sources qualifying for the 75% gross income test and from dividends (including dividends from taxable REIT subsidiaries) and interest.
As to transactions entered into in taxable years beginning after October 22, 2004 and on or prior to July 30, 2008, any of our income from a “clearly identified” hedging transaction that is entered into by us in the normal course of business, directly or indirectly, to manage the risk of interest rate movements, price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us, or such other risks that are prescribed by the Internal Revenue Service, is excluded from the 95% gross income test.
For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction that is entered into by us in the normal course of business, directly or indirectly, to manage the risk of interest rate movements, price changes or currency fluctuations with respect to borrowings or obligations incurred or to be incurred by us is excluded from the 95% and 75% gross income tests. For transactions entered into after July 30, 2008, any of our income from a “clearly identified” hedging transaction entered into by us primarily to manage risk of currency fluctuations with respect to any item of income or gain that is included in gross income in the 95% and 75% gross income tests is excluded from the 95% and 75% gross income tests.
In general, a hedging transaction is “clearly identified” if (1) the transaction is identified as a hedging transaction before the end of the day on which it is entered into and (2) the items or risks being hedged are identified “substantially contemporaneously” with the hedging transaction. An identification is not substantially contemporaneous if it is made more than 35 days after entering into the hedging transaction.
As to gains and items of income recognized after July 30, 2008, “passive foreign exchange gain” for any taxable year will not constitute gross income for purposes of the 95% gross income test and “real estate foreign exchange gain” for any taxable year will not constitute gross income for purposes of the 75% gross income test. Real estate foreign exchange gain is foreign currency gain (as defined in Internal Revenue Code Section 988(b)(1)) which is attributable to: (i) any qualifying item of income or gain for purposes of the 75% gross income test; (ii) the acquisition or ownership of obligations secured by mortgages on real property or interests in real property; or (iii) becoming or being the obligor under obligations secured by mortgages on real property or on interests in real property. Real estate foreign exchange gain also includes Internal Revenue Code Section 987 gain attributable to a qualified business unit (a “QBU”) of a REIT if the QBU itself meets the 75% gross income test for the taxable year and the 75% asset test at the close of each quarter that the REIT has directly or indirectly held the QBU. Real estate foreign exchange gain also includes any other foreign currency gain as determined by the Secretary of the Treasury. Passive foreign exchange gain includes all real estate foreign exchange gain and foreign currency gain which is attributable to: (i) any qualifying item of income or gain for purposes of the 95% gross income test; (ii) the acquisition or ownership of obligations; (iii) becoming or being the obligor under obligations; and (iv) any other foreign currency gain as determined by the Secretary of the Treasury.
Generally, other than income from “clearly identified” hedging transactions entered into by us in the normal course of business, any foreign currency gain derived by us from dealing, or engaging in substantial and regular trading, in securities will constitute gross income which does not qualify under the 95% or 75% gross income tests.
14
Rents received by us will qualify as “rents from real property” for purposes of satisfying the gross income tests for a REIT only if several conditions are met:
• The amount of rent must not be based in whole or in part on the income or profits of any person, although rents generally will not be excluded merely because they are based on a fixed percentage or percentages of receipts or sales.
• Rents received from a tenant will not qualify as rents from real property if the REIT, or an owner of 10% or more of the REIT, also directly or constructively owns 10% or more of the tenant, unless the tenant is our taxable REIT subsidiary and certain other requirements are met with respect to the real property being rented.
• If rent attributable to personal property leased in connection with a lease of real property is greater than 15% of the total rent received under the lease, then the portion of rent attributable to such personal property will not qualify as “rents from real property.”
• For rents to qualify as rents from real property, we generally must not furnish or render services to tenants, other than through a taxable REIT subsidiary or an “independent contractor” from whom we derive no income, except that we may directly provide services that are “usually or customarily rendered” in the geographic area in which the property is located in connection with the rental of real property for occupancy only, or are not otherwise considered “rendered to the occupant for his convenience.”
• For taxable years beginning after July 30, 2008, the REIT may lease “ qualified health care properties” on an arm’s-length basis to a taxable REIT subsidiary if the property is operated on behalf of such subsidiary by a person who qualifies as an “independent contractor” and who is, or is related to a person who is, actively engaged in the trade or business of operating health care facilities for any person unrelated to us or our taxable REIT subsidiary, an “ eligible independent contractor . ” Generally, the rent that the REIT receives from the taxable REIT subsidiary will be treated as “rents from real property.” A “qualified health care property” includes any 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 that extends medical or nursing or ancillary services to patients and is operated by a provider of such services that is eligible for participation in the Medicare program with respect to such facility.
A REIT is permitted to render a de minimis amount of impermissible services to tenants and still treat amounts received with respect to that property as rent from real property. The amount received or accrued by the REIT during the taxable year for the impermissible services with respect to a property may not exceed 1% of all amounts received or accrued by the REIT directly or indirectly from the property. The amount received for any service or management operation for this purpose shall be deemed to be not less than 150% of the direct cost of the REIT in furnishing or rendering the service or providing the management or operation. Furthermore, impermissible services may be furnished to tenants by a taxable REIT subsidiary subject to certain conditions, and we may still treat rents received with respect to the property as rent from real property.
The term “interest” generally does not include any amount if the determination of the amount depends in whole or in part on the income or profits of any person, although an amount generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage of receipts or sales.
If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are eligible for relief. These relief provisions generally will be available if (1) following our identification of the failure, we file a schedule for such taxable year describing each item of our gross income, and (2) the failure to meet such tests was due to reasonable cause and not due to willful neglect. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions. If these relief provisions apply, a 100% tax is imposed on an amount equal to (a) the gross income attributable to (1) 75% of our gross income over the amount of qualifying gross income for purposes of the 75% income test and (2) 95% of our gross income over the amount of qualifying gross income for purposes of the 95% income test, multiplied by (b) a fraction intended to reflect our profitability. The Secretary of the Treasury is given broad authority to determine whether particular items of income or gain qualify or not under the 75% and 95% gross income tests, or are to be excluded from the measure of gross income for such purposes.
Asset Tests. Within 30 days after the close of each quarter of our taxable year, we must also satisfy several tests relating to the nature and diversification of our assets determined in accordance with generally accepted accounting principles. At least 75% of the value of our total assets must be represented by real estate assets, cash, cash items (including receivables arising in the ordinary course of our operation), government securities and qualified temporary investments. Although the remaining 25% of our assets generally may be invested without restriction, we are prohibited from owning securities representing more than 10% of either the vote (the “10% vote test”) or value (the “10% value test”) of the outstanding securities of any issuer other than a qualified REIT subsidiary, another REIT or a taxable REIT subsidiary. Further, no more than 25% (20% for tax years beginning after 2017) of the total assets may be represented by securities of one or more taxable REIT subsidiaries (the “25% asset test”) and no more than 5% of the value of our total assets may be represented by securities of any non-governmental issuer other than a qualified REIT subsidiary (the “5% asset test”), another REIT or a taxable REIT subsidiary. Each of the 10% vote test, the 10% value test and the 25% and 5% asset tests must be satisfied at the end of each quarter. There are special rules which provide relief if the value related tests are not satisfied due to changes in the value of the assets of a REIT.
Certain items are excluded from the 10% value test, including: (1) straight debt securities (as defined in Internal Revenue Code Section 1361(c)(5)) of an issuer (including straight debt that provides certain contingent payments); (2) any loan to an individual or an
15
estate; (3) any rental agreement described in Section 467 of the Internal Revenue Code, other than with a “related person”; (4) any obligation to pay rents from real property; (5) certain securities issued by a state or any subdivision thereof, the District of Columbia, a foreign government, or any political subdivision thereof, or the Commonwealth of Puerto Rico; (6) any security issued by a REIT; and (7) any other arrangement that, as determined by the Secretary of the Treasury, is excepted from the definition of security (“excluded securities”). Special rules apply to straight debt securities issued by corporations and entities taxable as partnerships for federal income tax purposes. If a REIT, or its taxable REIT subsidiary, holds (1) straight debt securities of a corporate or partnership issuer and (2) securities of such issuer that are not excluded securities and have an aggregate value greater than 1% of such issuer’s outstanding securities, the straight debt securities will be included in the 10% value test.
A REIT’s interest as a partner in a partnership is not treated as a security for purposes of applying the 10% value test to securities issued by the partnership. Further, any debt instrument issued by a partnership will not be a security for purposes of applying the 10% value test (1) to the extent of the REIT’s interest as a partner in the partnership and (2) if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) would qualify for the 75% gross income test. For purposes of the 10% value test, a REIT’s interest in a partnership’s assets is determined by the REIT’s proportionate interest in any securities issued by the partnership (other than the excluded securities described in the preceding paragraph).
For taxable years beginning after July 30, 2008, if the REIT or its QBU uses a foreign currency as its functional currency, the term “cash” includes such foreign currency, but only to the extent such foreign currency is (i) held for use in the normal course of the activities of the REIT or QBU which give rise to items of income or gain that are included in the 95% and 75% gross income tests or are directly related to acquiring or holding assets qualifying under the 75% asset test, and (ii) not held in connection with dealing or engaging in substantial and regular trading in securities.
With respect to corrections of failures as to violations of the 10% vote test, the 10% value test or the 5% asset test, a REIT may avoid disqualification as a REIT by disposing of sufficient assets to cure a violation that does not exceed the lesser of 1% of the REIT’s assets at the end of the relevant quarter or $10,000,000, provided that the disposition occurs within six months following the last day of the quarter in which the REIT first identified the assets. For violations of any of the REIT asset tests due to reasonable cause and not willful neglect that exceed the thresholds described in the preceding sentence, a REIT can avoid disqualification as a REIT after the close of a taxable quarter by taking certain steps, including disposition of sufficient assets within the six month period described above to meet the applicable asset test, paying a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the non-qualifying assets during the period of time that the assets were held as non-qualifying assets and filing a schedule with the Internal Revenue Service that describes the non-qualifying assets.
Investments in Taxable REIT Subsidiaries. REITs may own more than 10% of the voting power and value of securities in taxable REIT subsidiaries. Unlike a qualified REIT subsidiary, other disregarded entity or partnership, the income and assets of a taxable REIT subsidiary are not attributable to the REIT for purposes of satisfying the income and asset ownership requirements applicable to REIT qualification. We and any taxable corporate entity in which we own an interest are allowed to jointly elect to treat such entity as a “taxable REIT subsidiary.”
Certain of our subsidiaries have elected to be treated as a taxable REIT subsidiary. Taxable REIT subsidiaries are subject to full corporate level federal taxation on their earnings but are permitted to engage in certain types of activities that cannot be performed directly by REITs without jeopardizing their REIT status. Our taxable REIT subsidiaries will attempt to minimize the amount of these taxes, but there can be no assurance whether or the extent to which measures taken to minimize taxes will be successful. To the extent our taxable REIT subsidiaries are required to pay federal, state or local taxes, the cash available for distribution as dividends to us from our taxable REIT subsidiaries will be reduced.
The amount of interest on related-party debt that a taxable REIT subsidiary may deduct is limited. Further, a 100% tax applies to any interest payments by a taxable REIT subsidiary to its affiliated REIT to the extent the interest rate is not commercially reasonable. A taxable REIT subsidiary is permitted to deduct interest payments to unrelated parties without any of these restrictions.
The Internal Revenue Service may reallocate costs between a REIT and its taxable REIT subsidiary where there is a lack of arm’s-length dealing between the parties. Any deductible expenses allocated away from a taxable REIT subsidiary would increase its tax liability. Further, any amount by which a REIT understates its deductions and overstates those of its taxable REIT subsidiary may, subject to certain exceptions, be subject to a 100% tax. Additional taxable REIT subsidiary elections may be made in the future for additional entities in which we obtain an interest.
Annual Distribution Requirements. In order to avoid being taxed as a regular corporation, we are required to make distributions (other than capital gain distributions) to our stockholders which qualify for the dividends paid deduction in an amount at least equal to (1) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain) and (ii) 90% of the after-tax net income, if any, from foreclosure property, minus (2) a portion of certain items of non-cash income. These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for that year and if paid on or before the first regular distribution payment after such declaration. Prior to recently enacted legislation, with respect to all REITs the amount distributed could not be preferential. This means that every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and
16
no class of stock may be treated otherwise than in accordance with its dividend rights as a class (the “preferential dividend rule”). Beginning in tax years after 2014, the preferential dividend rule no longer applies to publicly offered REITs, however, the rule is still applicable to other entities taxed as REITs, which would include several of our subsidiaries. To the extent that we do not distribute all of our net capital gain or distribute at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed amount at regular corporate tax rates. As discussed above, we may be subject to an excise tax if we fail to meet certain other distribution requirements. We believe we have satisfied the annual distribution requirements for the year of our initial REIT election and each year thereafter through the year ended December 31, 2016. Although we intend to make timely distributions sufficient to satisfy these annual distribution requirements for subsequent years, economic, market, legal, tax or other factors could limit our ability to meet those requirements. See “Item 1A — Risk Factors.”
It is also possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or to distribute such greater amount as may be necessary to avoid income and excise taxation, due to, among other things, (1) timing differences between (i) the actual receipt of income and actual payment of deductible expenses and (ii) the inclusion of income and deduction of expenses in arriving at our taxable income, or (2) the payment of severance benefits that may not be deductible to us. In the event that timing differences occur, we may find it necessary to arrange for borrowings or, if possible, pay dividends in the form of taxable stock dividends in order to meet the distribution requirement.
Under certain circumstances, in the event of a deficiency determined by the Internal Revenue Service, we may be able to rectify a resulting failure to meet the distribution requirement for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for distributions paid for the earlier year. Thus, we may be able to avoid being taxed on amounts distributed as deficiency dividends; however, we will be required to pay applicable penalties and interest based upon the amount of any deduction taken for deficiency dividend distributions.
Failure to Qualify as a REIT
If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible nor will any particular amount of distributions be required to be made in any year. All distributions to stockholders will be taxable as ordinary income to the extent of current and accumulated earnings and profits allocable to these distributions and, subject to certain limitations, will be eligible for the dividends received deduction for corporate stockholders. Unless entitled to relief under specific statutory provisions, we also will be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether in all circumstances we would be entitled to statutory relief. Failure to qualify for even one year could result in our need to incur indebtedness or liquidate investments in order to pay potentially significant resulting tax liabilities.
In addition to the relief described above under “— Income Tests” and “— Asset Tests,” relief is available in the event that we violate a provision of the Internal Revenue Code that would result in our failure to qualify as a REIT if: (1) the violation is due to reasonable cause and not due to willful neglect; (2) we pay a penalty of $50,000 for each failure to satisfy the provision; and (3) the violation does not include a violation described under “— Income Tests” or “— Asset Tests” above. It is not now possible to determine the circumstances under which we may be entitled to the benefit of these relief provisions.
Federal Income Taxation of Holders of Our Stock
Treatment of Taxable U.S. Stockholders. The following summary applies to you only if you are a “U.S. stockholder.” A “U.S. stockholder” is a holder of shares of stock who, for United States federal income tax purposes, is:
• a citizen or resident of the United States;
• a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of the United States or of any political subdivision of the United States, including any state;
• an estate, the income of which is subject to United States federal income taxation regardless of its source; or
• a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within the meaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions.
So long as we qualify for taxation as a REIT, distributions on shares of our stock made out of the current or accumulated earnings and profits allocable to these distributions (and not designated as capital gain dividends) will be includable as ordinary income for federal income tax purposes. None of these distributions will be eligible for the dividends received deduction for U.S. corporate stockholders.
Generally, the current maximum marginal rate of tax payable by individuals on dividends received from corporations that are subject to a corporate level of tax is 20%. Except in limited circumstances, this tax rate will not apply to dividends paid to you by us on our shares, because generally we are not subject to federal income tax on the portion of our REIT taxable income or capital gains
17
distributed to our stockholders. The reduced maximum federal income tax rate will apply to that portion, if any, of dividends received by you with respect to our shares that are attributable to: (1) dividends received by us from non-REIT corporations or other taxable REIT subsidiaries; (2) income from the prior year with respect to which we were required to pay federal corporate income tax during the prior year (if, for example, we did not distribute 100% of our REIT taxable income for the prior year); or (3) the amount of any earnings and profits that were distributed by us and accumulated in a non-REIT year.
Distributions that are designated as capital gain dividends will be taxed as long-term capital gains (to the extent they do not exceed our actual net capital gain for the taxable year), without regard to the period for which you held our stock. However, if you are a corporation, you may be required to treat a portion of some capital gain dividends as ordinary income.
If we elect to retain and pay income tax on any net long-term capital gain, you would include in income, as long-term capital gain, your proportionate share of this net long-term capital gain. You would also receive a refundable tax credit for your proportionate share of the tax paid by us on such retained capital gains, and you would have an increase in the basis of your shares of our stock in an amount equal to your includable capital gains less your share of the tax deemed paid.
You may not include in your federal income tax return any of our net operating losses or capital losses. Federal income tax rules may also require that certain minimum tax adjustments and preferences be apportioned to you. In addition, any distribution declared by us in October, November or December of any year on a specified date in any such month shall be treated as both paid by us and received by you on December 31 of that year, provided that the distribution is actually paid by us no later than January 31 of the following year.
We will be treated as having sufficient earnings and profits to treat as a dividend any distribution up to the amount required to be distributed in order to avoid imposition of the 4% excise tax discussed under “— General” and “— Qualification as a REIT — Annual Distribution Requirements” above. As a result, you may be required to treat as taxable dividends certain distributions that would otherwise result in a tax-free return of capital. Moreover, any “deficiency dividend” will be treated as a dividend (an ordinary dividend or a capital gain dividend, as the case may be), regardless of our earnings and profits. Any other distributions in excess of current or accumulated earnings and profits will not be taxable to you to the extent these distributions do not exceed the adjusted tax basis of your shares of our stock. You will be required to reduce the tax basis of your shares of our stock by the amount of these distributions until the basis has been reduced to zero, after which these distributions will be taxable as capital gain, if the shares of our stock are held as capital assets. The tax basis as so reduced will be used in computing the capital gain or loss, if any, realized upon sale of the shares of our stock. Any loss upon a sale or exchange of shares of our stock which were held for six months or less (after application of certain holding period rules) will generally be treated as a long-term capital loss to the extent you previously received capital gain distributions with respect to these shares of our stock.
Upon the sale or exchange of any shares of our stock to or with a person other than us or a sale or exchange of all shares of our stock (whether actually or constructively owned) with us, you will generally recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your adjusted tax basis in these shares of our stock. This gain will be capital gain if you held these shares of our stock as a capital asset.
If we redeem any of your shares in us, the treatment can only be determined on the basis of particular facts at the time of redemption. In general, you will recognize gain or loss (as opposed to dividend income) equal to the difference between the amount received by you in the redemption and your adjusted tax basis in your shares redeemed if such redemption: (1) results in a “complete termination” of your interest in all classes of our equity securities; (2) is a “substantially disproportionate redemption”; or (3) is “not essentially equivalent to a dividend” with respect to you. In applying these tests, you must take into account your ownership of all classes of our equity securities (e.g., common stock, preferred stock, depositary shares and warrants). You also must take into account any equity securities that are considered to be constructively owned by you.
If, as a result of a redemption by us of your shares, you no longer own (either actually or constructively) any of our equity securities or only own (actually and constructively) an insubstantial percentage of our equity securities, then it is probable that the redemption of your shares would be considered “not essentially equivalent to a dividend” and, thus, would result in gain or loss to you. However, whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and if you rely on any of these tests at the time of redemption, you should consult your tax advisor to determine their application to the particular situation.
Generally, if the redemption does not meet the tests described above, then the proceeds received by you from the redemption of your shares will be treated as a distribution taxable as a dividend to the extent of the allocable portion of current or accumulated earnings and profits. If the redemption is taxed as a dividend, your adjusted tax basis in the redeemed shares will be transferred to any other shareholdings in us that you own. If you own no other shareholdings in us, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely.
18
Gain from the sale or exchange of our shares held for more than one year is generally taxed at a maximum long-term capital gain rate of 20% in the case of stockholders who are individuals and 35% in the case of stockholders that are corporations. Pursuant to Internal Revenue Service guidance, we may classify portions of our capital gain dividends as gains eligible for the long-term capital gains rate or as gain taxable to individual stockholders at a maximum rate of 25%. Capital losses recognized by a stockholder upon the disposition of our shares held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the stockholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year).
An additional tax of 3.8% generally will be imposed on the “net investment income” of U.S. stockholders who meet certain requirements and are individuals, estates or certain trusts. Among other items, “net investment income” generally includes gross income from dividends and net gain attributable to the disposition of certain property, such as shares of our common stock or warrants. In the case of individuals, this tax will only apply to the extent such individual’s modified adjusted gross income exceeds $200,000 ($250,000 for married couples filing a joint return and surviving spouses, and $125,000 for married individuals filing a separate return). U.S. stockholders should consult their tax advisors regarding the possible applicability of this additional tax in their particular circumstances.
Treatment of Tax-Exempt U.S. Stockholders. Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts (“Exempt Organizations”), generally are exempt from federal income taxation. However, they are subject to taxation on their unrelated business taxable income (“UBTI”). The Internal Revenue Service has issued a published revenue ruling that dividend distributions from a REIT to an exempt employee pension trust do not constitute UBTI, provided that the shares of the REIT are not otherwise used in an unrelated trade or business of the exempt employee pension trust. Based on this ruling, amounts distributed by us to Exempt Organizations generally should not constitute UBTI. However, if an Exempt Organization finances its acquisition of the shares of our stock with debt, a portion of its income from us will constitute UBTI pursuant to the “debt financed property” rules. Likewise, a portion of the Exempt Organization’s income from us would constitute UBTI if we held a residual interest in a real estate mortgage investment conduit.
In addition, in certain circumstances, a pension trust that owns more than 10% of our stock is required to treat a percentage of our dividends as UBTI. This rule applies to a pension trust holding more than 10% of our stock only if: (1) the percentage of our income that is UBTI (determined as if we were a pension trust) is at least 5%; (2) we qualify as a REIT by reason of the modification of the Five or Fewer Requirement that allows beneficiaries of the pension trust to be treated as holding shares in proportion to their actuarial interests in the pension trust; and (3) either (i) one pension trust owns more than 25% of the value of our stock, or (ii) a group of pension trusts individually holding more than 10% of the value of our stock collectively own more than 50% of the value of our stock.
Backup Withholding and Information Reporting. Under certain circumstances, you may be subject to backup withholding at applicable rates on payments made with respect to, or cash proceeds of a sale or exchange of, shares of our stock. Backup withholding will apply only if you: (1) fail to provide a correct taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayer identification number; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail to certify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified you that you are subject to backup withholding.
Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and tax-exempt organizations. You should consult with a tax advisor regarding qualification for exemption from backup withholding, and the procedure for obtaining an exemption. Backup withholding is not an additional tax. Rather, the amount of any backup withholding with respect to a payment to a stockholder will be allowed as a credit against such stockholder’s United States federal income tax liability and may entitle such stockholder to a refund, provided that the required information is provided to the Internal Revenue Service. In addition, withholding a portion of capital gain distributions made to stockholders may be required for stockholders who fail to certify their non-foreign status.
Taxation of Foreign Stockholders. The following summary applies to you only if you are a foreign person. The federal taxation of foreign persons is a highly complex matter that may be affected by many considerations.
Except as discussed below, distributions to you of cash generated by our real estate operations in the form of ordinary dividends, but not by the sale or exchange of our capital assets, generally will be subject to U.S. withholding tax at a rate of 30%, unless an applicable tax treaty reduces that tax and you file with us the required form evidencing the lower rate.
In general, you will be subject to United States federal income tax on a graduated rate basis rather than withholding with respect to your investment in our stock if such investment is “effectively connected” with your conduct of a trade or business in the United States. A corporate foreign stockholder that receives income that is, or is treated as, effectively connected with a United States trade or business may also be subject to the branch profits tax, which is payable in addition to regular United States corporate income tax. The following discussion will apply to foreign stockholders whose investment in us is not so effectively connected. We expect to withhold United States income tax, as described below, on the gross amount of any distributions paid to you unless (1) you file an Internal Revenue Service Form W-8ECI with us claiming that the distribution is “effectively connected” or (2) certain other exceptions apply.
19
Distributions by us that are attributable to gain from the sale or exchange of a United States real property interest will be taxed to you under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) as if these distributions were gains “effectively connected” with a United States trade or business. Accordingly, you will be taxed at the normal capital gain rates applicable to a U.S. stockholder on these amounts, subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. Distributions subject to FIRPTA may also be subject to a branch profits tax in the hands of a corporate foreign stockholder that is not entitled to treaty exemption.
We will be required to withhold from distributions subject to FIRPTA, and remit to the Internal Revenue Service, 35% of designated capital gain dividends, or, if greater, 35% of the amount of any distributions that could be designated as capital gain dividends. In addition, if we designate prior distributions as capital gain dividends, subsequent distributions, up to the amount of the prior distributions not withheld against, will be treated as capital gain dividends for purposes of withholding.
Any capital gain dividend with respect to any class of stock that is “regularly traded” on an established securities market will be treated as an ordinary dividend if the foreign stockholder did not own more than 10% of such class of stock at any time during the taxable year. Foreign stockholders generally will not be required to report distributions received from us on U.S. federal income tax returns and all distributions treated as dividends for U.S. federal income tax purposes (including any such capital gain dividends) will be subject to a 30% U.S. withholding tax (unless reduced under an applicable income tax treaty) as discussed above. In addition, the branch profits tax will not apply to such distributions.
Unless our shares constitute a “United States real property interest” within the meaning of FIRPTA or are effectively connected with a U.S. trade or business, a sale of our shares by you generally will not be subject to United States taxation. Though, under the Protecting Americans from Tax Hikes Act of 2015 (the “PATH Act”), enacted on December 18, 2015, even if our shares were to constitute a “United States real property interest,” non-U.S. stockholders that are “qualified foreign pension funds” (or are owned by a qualified foreign pension) meeting certain requirements may be exempt from FIRPTA withholding on the sale or disposition of our shares. Our shares will not constitute a United States real property interest if we qualify as a “domestically controlled REIT.” We believe that we, and expect to continue to, qualify as a domestically controlled REIT. A domestically controlled REIT is a REIT in which at all times during a specified testing period less than 50% in value of its shares is held directly or indirectly by foreign stockholders. Generally, under the PATH Act, we are permitted to assume that holders of less than 5% of our shares at all times during a specified testing period are U.S. persons. However, if you are a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions apply, you will be subject to a 30% tax on such capital gains. In any event, a purchaser of our shares from you will not be required under FIRPTA to withhold on the purchase price if the purchased shares are “regularly traded” on an established securities market or if we are a domestically controlled REIT. Otherwise, under FIRPTA, the purchaser may be required to withhold 10% (increased to 15% under the PATH Act for distributions occurring after February 16, 2016) of the purchase price and remit such amount to the Internal Revenue Service.
Backup withholding tax and information reporting will generally not apply to distributions paid to you outside the United States that are treated as: (1) dividends to which the 30% or lower treaty rate withholding tax discussed above applies; (2) capital gains dividends; or (3) distributions attributable to gain from the sale or exchange by us of U.S. real property interests. Payment of the proceeds of a sale of stock within the United States or conducted through certain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that he or she is not a U.S. person (and the payor does not have actual knowledge that the beneficial owner is a U.S. person) or otherwise established an exemption. You may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service.
Withholding tax at a rate of 30% will be imposed on certain payments to you or certain foreign financial institutions (including investment funds) and other non-US persons receiving payments on your behalf, including distributions in respect of shares of our stock and gross proceeds from the sale of shares of our stock, if you or such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasury regulations. Accordingly, the entity through which shares of our stock are held will affect the determination of whether such withholding is required. Withholding currently applies to payments of dividends made after June 30, 2014, and will apply to payments of gross proceeds from a sale of shares of our stock made after December 31, 2018. Stockholders that are otherwise eligible for an exemption from, or reduction of, U.S. withholding taxes with respect to such dividends and proceeds will be required to seek a refund from the Internal Revenue Service to obtain the benefit of such exemption or reduction. Additional requirements and conditions may be imposed pursuant to an intergovernmental agreement, if and when entered into, between the United States and such institution’s home jurisdiction. We will not pay any additional amounts to any stockholders in respect of any amounts withheld. You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and the application of the recently issued Treasury regulations in light of your particular circumstances.
U.S. Federal Income Taxation of Holders of Depositary Shares
20
Owners of our depositary shares will be treated as if you were owners of the series of preferred stock represented by the depositary shares. Thus, you will be required to take into account the income and deductions to which you would be entitled if you were a holder of the underlying series of preferred stock.
Conversion or Exchange of Shares for Preferred Stock. No gain or loss will be recognized upon the withdrawal of preferred stock in exchange for depositary shares and the tax basis of each share of preferred stock will, upon exchange, be the same as the aggregate tax basis of the depositary shares exchanged. If you held your depositary shares as a capital asset at the time of the exchange for shares of preferred stock, the holding period for your shares of preferred stock will include the period during which you owned the depositary shares.
U.S. Federal Income and Estate Taxation of Holders of Our Debt Securities
The following is a general summary of the United States federal income tax consequences and, in the case that you are a holder that is a non-U.S. holder, as defined below, the United States federal estate tax consequences, of purchasing, owning and disposing of debt securities periodically offered under one or more indentures (the “notes”). This summary assumes that you hold the notes as capital assets. This summary applies to you only if you are the initial holder of the notes and you acquire the notes for a price equal to the issue price of the notes. The issue price of the notes is the first price at which a substantial amount of the notes is sold other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. In addition, this summary does not consider any foreign, state, local or other tax laws that may be applicable to us or a purchaser of the notes.
U.S. Holders
The following summary applies to you only if you are a U.S. holder, as defined below.
Definition of a U.S. Holder. A “U.S. holder” is a beneficial owner of a note or notes that is for United States federal income tax purposes:
• a citizen or resident of the United States;
• a corporation, partnership or other entity classified as a corporation or partnership for these purposes, created or organized in or under the laws of the United States or of any political subdivision of the United States, including any state;
• an estate, the income of which is subject to United States federal income taxation regardless of its source; or
• a trust, if, in general, a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, within the meaning of the Internal Revenue Code, has the authority to control all of the trust’s substantial decisions.
Payments of Interest. Stated interest on the notes generally will be taxed as ordinary interest income from domestic sources at the time it is paid or accrues in accordance with your method of accounting for tax purposes.
Sale, Exchange or Other Disposition of Notes. The adjusted tax basis in your note acquired at a premium will generally be your cost. You generally will recognize taxable gain or loss when you sell or otherwise dispose of your notes equal to the difference, if any, between:
• the amount realized on the sale or other disposition, less any amount attributable to any accrued interest, which will be taxable in the manner described under “— Payments of Interest” above; and
• your adjusted tax basis in the notes.
Your gain or loss generally will be capital gain or loss. This capital gain or loss will be long-term capital gain or loss if at the time of the sale or other disposition you have held the notes for more than one year. Subject to limited exceptions, your capital losses cannot be used to offset your ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year).
Backup Withholding and Information Reporting. In general, “backup withholding” may apply to any payments made to you of principal and interest on your note, and to payment of the proceeds of a sale or other disposition of your note before maturity, if you are a non-corporate U.S. holder and: (1) fail to provide a correct taxpayer identification number, which if you are an individual, is ordinarily your social security number; (2) furnish an incorrect taxpayer identification number; (3) are notified by the Internal Revenue Service that you have failed to properly report payments of interest or dividends; or (4) fail to certify, under penalties of perjury, that you have furnished a correct taxpayer identification number and that the Internal Revenue Service has not notified you that you are subject to backup withholding.
The amount of any reportable payments, including interest, made to you (unless you are an exempt recipient) and the amount of tax withheld, if any, with respect to such payments will be reported to you and to the Internal Revenue Service for each calendar year.
21
You should consult your tax advisor regarding your qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and will be credited against your U.S. federal income tax liability, provided that correct information is provided to the Internal Revenue Service.
Non-U.S. Holders
The following summary applies to you if you are a beneficial owner of a note and are not a U.S. holder, as defined above (a “non-U.S. holder”).
Special rules may apply to certain non-U.S. holders such as “controlled foreign corporations,” “passive foreign investment companies” and “foreign personal holding companies.” Such entities are encouraged to consult their tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.
U.S. Federal Withholding Tax. Subject to the discussion below, U.S. federal withholding tax will not apply to payments by us or our paying agent, in its capacity as such, of principal and interest on your notes under the “portfolio interest” exception of the Internal Revenue Code, provided that:
• you do not, directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock entitled to vote;
• you are not (1) a controlled foreign corporation for U.S. federal income tax purposes that is related, directly or indirectly, to us through sufficient stock ownership, as provided in the Internal Revenue Code, or (2) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code;
• such interest is not effectively connected with your conduct of a U.S. trade or business; and
• you provide a signed written statement, under penalties of perjury, which can reliably be related to you, certifying that you are not a U.S. person within the meaning of the Internal Revenue Code and providing your name and address to:
• us or our paying agent; or
• a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds your notes on your behalf and that certifies to us or our paying agent under penalties of perjury that it, or the bank or financial institution between it and you, has received from you your signed, written statement and provides us or our paying agent with a copy of such statement.
Treasury regulations provide that:
• if you are a foreign partnership, the certification requirement will generally apply to your partners, and you will be required to provide certain information;
• if you are a foreign trust, the certification requirement will generally be applied to you or your beneficial owners depending on whether you are a “foreign complex trust,” “foreign simple trust,” or “foreign grantor trust” as defined in the Treasury regulations; and
• look-through rules will apply for tiered partnerships, foreign simple trusts and foreign grantor trusts.
If you are a foreign partnership or a foreign trust, you should consult your own tax advisor regarding your status under these Treasury regulations and the certification requirements applicable to you.
If you cannot satisfy the portfolio interest requirements described above, payments of interest will be subject to the 30% United States withholding tax, unless you provide us with a properly executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable treaty or (2) Internal Revenue Service Form W-8ECI stating that interest paid on the note is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States. Alternative documentation may be applicable in certain circumstances.
If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business, you will be required to pay United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding tax provided the certification requirement described above is met) in the same manner as if you were a U.S. person, except as otherwise provided by an applicable tax treaty. If you are a foreign corporation, you may be required to pay a branch profits tax on the earnings and profits that are effectively connected to the conduct of your trade or business in the United States.
Withholding tax at a rate of 30% will be imposed on payments of interest (including original issue discount) and gross proceeds of sale in respect of debt instruments to you or certain foreign financial institutions (including investment funds) and other non-US persons receiving payments on your behalf, if you or such institutions fail to comply with certain due diligence, disclosure and reporting rules, as set forth in recently issued Treasury regulations. However, the Treasury regulations generally exempt from such withholding requirement obligations, such as debt instruments, issued before July 1, 2014, provided that any material modification of such an obligation made after such date will result in such obligation being considered newly issued as of the effective date of such
22
modification. These withholding rules are generally effective with respect to payments of interest made after June 30, 2014, and with respect to proceeds of sales received after December 31, 2018. We will not pay any additional amounts to any holders or our debt instruments in respect of any amounts withheld. You are encouraged to consult with your tax advisor regarding U.S. withholding taxes and the application of the recently issued Treasury regulations in light of your particular circumstances.
Sale, Exchange or other Disposition of Notes. You generally will not have to pay U.S. federal income tax on any gain or income realized from the sale, redemption, retirement at maturity or other disposition of your notes, unless:
• in the case of gain, you are an individual who is present in the United States for 183 days or more during the taxable year of the sale or other disposition of your notes, and specific other conditions are met;
• you are subject to tax provisions applicable to certain United States expatriates; or
• the gain is effectively connected with your conduct of a U.S. trade or business.
If you are engaged in a trade or business in the United States, and gain with respect to your notes is effectively connected with the conduct of that trade or business, you generally will be subject to U.S. income tax on a net basis on the gain. In addition, if you are a foreign corporation, you may be subject to a branch profits tax on your effectively connected earnings and profits for the taxable year, as adjusted for certain items.
U.S. Federal Estate Tax. If you are an individual and are not a U.S. citizen or a resident of the United States, as specially defined for U.S. federal estate tax purposes, at the time of your death, your notes will generally not be subject to the U.S. federal estate tax, unless, at the time of your death (1) you owned actually or constructively 10% or more of the total combined voting power of all our classes of stock entitled to vote, or (2) interest on the notes is effectively connected with your conduct of a U.S. trade or business.
Backup Withholding and Information Reporting. Backup withholding will not apply to payments of principal or interest made by us or our paying agent, in its capacity as such, to you if you have provided the required certification that you are a non-U.S. holder as described in “— U.S. Federal Withholding Tax” above, and provided that neither we nor our paying agent have actual knowledge that you are a U.S. holder, as described in “— U.S. Holders” above. We or our paying agent may, however, report payments of interest on the notes.
The gross proceeds from the disposition of your notes may be subject to information reporting and backup withholding tax. If you sell your notes outside the United States through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell your notes through a non-U.S. office of a broker that:
• is a U.S. person, as defined in the Internal Revenue Code;
• derives 50% or more of its gross income in specific periods from the conduct of a trade or business in the United States;
• is a “controlled foreign corporation” for U.S. federal income tax purposes; or
• is a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of the income or capital interests in the partnership, or the foreign partnership is engaged in a U.S. trade or business, unless the broker has documentary evidence in its files that you are a non-U.S. person and certain other conditions are met or you otherwise establish an exemption. If you receive payments of the proceeds of a sale of your notes to or through a U.S. office of a broker, the payment is subject to both U.S. backup withholding and information reporting unless you provide a Form W-8BEN certifying that you are a non-U.S. person or you otherwise establish an exemption.
You should consult your own tax advisor regarding application of backup withholding in your particular circumstance and the availability of and procedure for obtaining an exemption from backup withholding. Any amounts withheld under the backup withholding rules from a payment to you will be allowed as a refund or credit against your U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service.
U.S. Federal Income and Estate Taxation of Holders of Our Warrants
Exercise of Warrants. You will not generally recognize gain or loss upon the exercise of a warrant. Your basis in the debt securities, preferred stock, depositary shares or common stock, as the case may be, received upon the exercise of the warrant will be equal to the sum of your adjusted tax basis in the warrant and the exercise price paid. Your holding period in the debt securities, preferred stock, depositary shares or common stock, as the case may be, received upon the exercise of the warrant will not include the period during which the warrant was held by you.
Expiration of Warrants. Upon the expiration of a warrant, you will recognize a capital loss in an amount equal to your adjusted tax basis in the warrant.
23
Sale or Exchange of Warrants. Upon the sale or exchange of a warrant to a person other than us, you will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or exchange and your adjusted tax basis in the warrant. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the warrant was held for more than one year. Upon the sale of the warrant to us, the Internal Revenue Service may argue that you should recognize ordinary income on the sale. You are advised to consult your own tax advisors as to the consequences of a sale of a warrant to us.
Potential Legislation or Other Actions Affecting Tax Consequences
Current and prospective securities holders should recognize that the present federal income tax treatment of an investment in us may be modified by legislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in federal tax laws and interpretations of these laws could adversely affect the tax consequences of an investment in us.
State, Local and Foreign Taxes
We, and holders of our debt and equity securities, may be subject to state, local or foreign taxation in various jurisdictions, including those in which we or they transact business, own property or reside. It should be noted that we own properties located in a number of state, local and foreign jurisdictions, and may be required to file tax returns in some or all of those jurisdictions. The state, local or foreign tax treatment of us and holders of our debt and equity securities may not conform to the U.S. federal income tax consequences discussed above. Consequently, you are urged to consult your advisor regarding the application and effect of state, local and foreign tax laws with respect to any investment in our securities.
Changes in applicable tax regulations could negatively affect our financial results
The Company is subject to taxation in the U.S. and numerous foreign jurisdictions. Because the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent. Longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving, such as the Base Erosion and Profit Shifting project (“BEPS") currently being undertaken by the G8, G20, and Organization for Economic Cooperation and Development. Tax changes pursuant to BEPS could reduce the ability of our foreign subsidiaries to deduct for foreign tax purposes the interest they pay on loans from the Company, thereby increasing the foreign tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest. Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess the overall effect of such potential tax changes on our earnings and cash flow, but such changes could adversely impact our financial results.
Internet Access to Our SEC Filings
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as our proxy statements and other materials that are filed with, or furnished to, the Securities and Exchange Commission are made available, free of charge, on the Internet at www.welltower.com, as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission. We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors.” Accordingly, investors should monitor such portion of our website in addition to following our press releases, public conference calls and filings with the Securities and Exchange Commission. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K and the documents incorporated by reference contain statements that constitute “forward-looking statements” as that term is defined in the federal securities laws. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close our anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to stockholders; our investment and financing opportunities and plans; our continued qualification as a real estate investment trust (“REIT”); and our ability to access capital markets or other sources of funds.
24
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our 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;
• 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;
• our 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 our properties;
• our ability to re-lease space at similar rates as vacancies occur;
• our 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 our properties;
• changes in rules or practices governing our financial reporting;
• the movement of U.S. and foreign currency exchange rates;
• our ability to maintain our qualification as a REIT;
• key management personnel recruitment and retention; and
• the risks described under “Item 1A — Risk Factors.”
We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Item 1A. Risk Factors
This section discusses the most significant factors that affect our business, operations and financial condition. It does not describe all risks and uncertainties applicable to us, our industry or ownership of our securities. If any of the following risks, as well as other risks and uncertainties that are not yet identified or that we currently think are not material, actually occur, we could be materially adversely affected. In that event, the value of our securities could decline. We group these risk factors into three categories:
• Risks arising from our business;
• Risks arising from our capital structure; and
• Risks arising from our status as a REIT.
Risks Arising from Our Business
Our investments in and acquisitions of health care and seniors housing properties may be unsuccessful or fail to meet our expectations
We are exposed to the risk that some of our acquisitions may not prove to be successful. We could encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities, and acquired properties might require significant management attention that would otherwise be devoted to our ongoing business. If we agree to provide construction funding to an operator/tenant and the project is not completed, we may need to take steps to ensure completion of the project. Such expenditures may negatively affect our results of operations. Furthermore, there can be no assurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordance with anticipated timing, on anticipated terms, or at all. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition.
Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their obligations and disputes between us and our partners
25
We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; and that our partner may be in a position to take action or withhold consent contrary to our instructions or requests. In addition, our ability to transfer our interest in a joint venture to a third party may be restricted. In some instances, we and/or our partner may have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest may be limited if we do not have sufficient cash, available borrowing capacity or other capital resources. In such event, we may be forced to sell our interest in the joint venture when we would otherwise prefer to retain it. Joint ventures may require us to share decision-making authority with our partners, which could limit our ability to control the properties in the joint ventures. Even when we have a controlling interest, certain major decisions may require partner approval, such as the sale, acquisition or financing of a property.
We are exposed to operational risks with respect to our seniors housing operating properties that could adversely affect our revenue and operations
We are exposed to various operational risks with respect to our seniors housing operating properties that may increase our costs or adversely affect our ability to generate revenues. These risks include fluctuations in occupancy, Medicare and Medicaid reimbursement, if applicable, and private pay rates; economic conditions; competition; federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards; the availability and increases in cost of general and professional liability insurance coverage; state regulation and rights of residents related to entrance fees; and the availability and increases in the cost of labor (as a result of unionization or otherwise). Any one or a combination of these factors may adversely affect our revenue and operations.
Decreases in our operators’ revenues or increases in our operators’ expenses could affect our operators’ ability to make payments to us
Our operators’ revenues are primarily driven by occupancy, private pay rates, and Medicare and Medicaid reimbursement, if applicable. Expenses for these facilities are primarily driven by the costs of labor, food, utilities, taxes, insurance and rent or debt service. Revenues from government reimbursement have, and may continue to, come under pressure due to reimbursement cuts and state budget shortfalls. Operating costs continue to increase for our operators. To the extent that any decrease in revenues and/or any increase in operating expenses result in a property not generating enough cash to make payments to us, the credit of our operator and the value of other collateral would have to be relied upon. To the extent the value of such property is reduced, we may need to record an impairment for such asset. Furthermore, if we determine to dispose of an underperforming property, such sale may result in a loss. Any such impairment or loss on sale would negatively affect our financial results.
Increased competition may affect our operators’ ability to meet their obligations to us
The operators of our properties compete on a local and regional basis with operators of properties and other health care providers that provide comparable services. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that will enable them to meet all of their obligations to us. Our operators are expected to encounter increased competition in the future that could limit their ability to attract residents or expand their businesses.
A severe cold and flu season, epidemics or any other widespread illnesses could adversely affect the occupancy of our seniors housing operating and triple-net properties
Our and our operators’ revenues are dependent on occupancy. It is impossible to predict the severity of the cold and flu season or the occurrence of epidemics or any other widespread illnesses. The occupancy of our seniors housing operating and triple-net properties could significantly decrease in the event of a severe cold and flu season, an epidemic or any other widespread illness. Such a decrease could affect the operating income of our seniors housing operating properties and the ability of our triple-net operators to make payments to us.
The insolvency or bankruptcy of our obligors may adversely affect our business, results of operations and financial condition
We are exposed to the risk that our obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in an obligor bankruptcy or insolvency, or that an obligor might become subject to bankruptcy or insolvency
26
proceedings for other reasons. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. An obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Should such events occur, our revenue and operating cash flow may be adversely affected.
We may not be able to timely reinvest our sale proceeds on terms acceptable to us
From time to time, we will have cash available from (1) the proceeds of sales of our securities, (2) principal payments on our loans receivable and (3) the sale of properties, including non-elective dispositions, under the terms of master leases or similar financial support arrangements. In order to maintain current revenues and continue generating attractive returns, we expect to re-invest these proceeds in a timely manner. We compete for real estate investments with a broad variety of potential investors. This competition for attractive investments may negatively affect our ability to make timely investments on terms acceptable to us.
Failure to properly manage our rapid growth could distract our management or increase our expenses
We have experienced rapid growth and development in a relatively short period of time and expect to continue this rapid growth in the future. This growth has resulted in increased levels of responsibility for our management. Future property acquisitions could place significant additional demands on, and require us to expand, our management, resources and personnel. Our failure to manage any such rapid growth effectively could harm our business and, in particular, our financial condition, results of operations and cash flows, which could negatively affect our ability to make distributions to stockholders. Our growth could also increase our capital requirements, which may require us to issue potentially dilutive equity securities and incur additional debt.
We depend on Genesis Healthcare, LLC (“Genesis”) and Brookdale Senior Living for a significant portion of our revenues and any inability or unwillingness by Genesis and Brookdale Senior Living to satisfy their obligations under their agreements with us could adversely affect us
The properties we lease to Genesis and Brookdale Senior Living account for a significant portion of our revenues, and because our leases with Genesis and Brookdale Senior Living are triple-net leases, we also depend on Genesis and Brookdale Senior Living to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with the leased properties. We cannot assure you that Genesis and Brookdale Senior Living will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their respective obligations under our leases, and any inability or unwillingness by Genesis or Brookdale Senior Living to do so could have an adverse effect on our business, results of operations and financial condition. Genesis and Brookdale Senior Living have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we cannot assure you that Genesis and Brookdale Senior Living will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. Genesis and Brookdale Senior Living’s failure to effectively conduct their operations or to maintain and improve our properties could adversely affect their business reputations and their ability to attract and retain patients and residents in our properties, which, in turn, could adversely affect our business, results of operations and financial condition.
The properties managed by Sunrise Senior Living, LLC account for a significant portion of our revenues and operating income and any adverse developments in its business or financial condition could adversely affect us
Sunrise Senior Living, LLC manages our entire Sunrise property portfolio, which as of December 31, 2016, consisted of 157 seniors housing properties. These properties account for a significant portion of our revenues, and we rely on Sunrise Senior Living, LLC to manage these properties efficiently and effectively. We also rely on Sunrise Senior Living, LLC to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations. Any adverse developments in Sunrise Senior Living, LLC’s business or financial condition could impair its ability to manage our properties efficiently and effectively, which could adversely affect our business, results of operations, and financial condition. Also, if Sunrise Senior Living, LLC experiences any significant financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other things, acceleration of its indebtedness, impairment of its continued access to capital or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, which, in turn, could adversely affect our business, results of operations and financial condition.
27
Ownership of property outside the United States may subject us to different or greater risks than those associated with our domestic operations
We have operations in Canada and the United Kingdom. International development, ownership, and operating activities involve risks that are different from those we face with respect to our domestic properties and operations. These risks include, but are not limited to, any international currency gain recognized with respect to changes in exchange rates may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify and maintain our status as a REIT; challenges with respect to the repatriation of foreign earnings and cash; changes in foreign political, regulatory, and economic conditions, including regionally, nationally, and locally, including, but not limited to, the United Kingdom’s June 2016 vote to exit the European Union (commonly known as “Brexit”); challenges in managing international operations; challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment and other civil and criminal legal proceedings; foreign ownership restrictions with respect to operations in countries; differences in lending practices and the willingness of domestic or foreign lenders to provide financing; regional or country-specific business cycles and political and economic instability; and failure to comply with applicable laws and regulations in the United States that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act. If we are unable to successfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adversely affected.
We do not know if our tenants will renew their existing leases, and if they do not, we may be unable to lease the properties on as favorable terms, or at all
We cannot predict whether our tenants will renew existing leases at the end of their lease terms, which expire at various times. If these leases are not renewed, we would be required to find other tenants to occupy those properties or sell them. There can be no assurance that we would be able to identify suitable replacement tenants or enter into leases with new tenants on terms as favorable to us as the current leases or that we would be able to lease those properties at all.
Our operators and managers may not have the necessary insurance coverage to insure adequately against losses
We maintain or require our operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly-situated companies in our industry, and we continually review our insurance programs and requirements. That said, we cannot assure you that we or our operators or managers will continue to be able to maintain adequate levels of insurance and required coverages, which could adversely affect us in the event of a significant uninsured loss. Also, in recent years, long-term/post-acute care and seniors housing operators and managers have experienced substantial increases in both the number and size of patient care liability claims. As a result, general and professional liability costs have increased in some markets. General and professional liability insurance coverage may be restricted or very costly, which may adversely affect the property operators’ and managers’ future operations, cash flows and financial condition, and may have a material adverse effect on the property operators’ and managers’ ability to meet their obligations to us.
Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we may acquire additional properties in the future through the purchase of interests in ground leases. As the lessee under a ground lease, we are exposed to the possibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us.
The requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us
Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of its revenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries or carriers, government funding restrictions (at a program level or with respect to specific facilities) and interruption or delays in payments due to any ongoing government investigations and audits at such property. In recent years, government payors have frozen or reduced payments to health care providers due to budgetary pressures. Health care reimbursement will likely continue to be of paramount importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or effect any future legislative reforms may have on the financial condition of our obligors and properties. There can be no assurance that adequate reimbursement levels will be available
28
for services provided by any property operator, whether the property receives reimbursement from Medicare, Medicaid or private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an obligor’s liquidity, financial condition and results of operations, which could adversely affect the ability of an obligor to meet its obligations to us.
The Patient Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Laws”), provides those states that expand their Medicaid coverage to otherwise eligible state residents with incomes at or below 138% of the federal poverty level with an increased federal medical assistance percentage, effective January 1, 2014, when certain conditions are met. Given that the federal government substantially funds the Medicaid expansion, it is unclear how many states will ultimately pursue this option, although, as of early February 2017, more than half of the states have expanded Medicaid coverage. The participation by states in the Medicaid expansion could have the dual effect of increasing our tenants’ revenues, through new patients, but further straining state budgets and their ability to pay our tenants. We expect that the new Presidential Administration and U.S. Congress will seek to modify, repeal, or otherwise invalidate all, or certain provisions of, the Health Reform Laws, including Medicaid expansion. Since taking office, President Trump has continued to support the repeal of all or portions of the Health Reform Laws. The House and Senate have recently passed a budget resolution that authorizes congressional committees to draft legislation to repeal all or portions of the Health Reform Laws and permits such legislation to pass with a majority vote in the Senate. President Trump has also recently issued an executive order in which he stated that it is his Administration’s policy to seek the prompt repeal of the Health Reform Laws and directed executive departments and federal agencies to waive, defer, grant exemptions from, or delay the implementation of the provisions of Health Reform Laws to the maximum extent permitted by law. There is still uncertainty with respect to the impact President Trump’s Administration and the U.S. Congress may have, if any, and any changes will likely take time to unfold, and could have an impact on coverage and reimbursement for health care items and services covered by plans that were authorized by the Health Reform Laws. We cannot predict whether the existing Health Reform Laws, or future health care reform legislation or regulatory changes, will have a material impact on our operators’ or tenants’ property or business. If the operations, cash flows or financial condition of our operators and tenants are materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. See “Item 1 — Business — Certain Government Regulations — United States — Reimbursement” above.
More generally, and because of the dynamic nature of the legislative and regulatory environment for health care products and services, and in light of existing federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on the U.S. economy, our business or that of our operators and tenants.
Our operators’ or tenants’ failure to comply with federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us
Our operators and tenants generally are subject to varying levels of federal, state, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards. Our operators’ or tenants’ failure to comply with any of these laws, regulations, or standards could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension, decertification or exclusion from federal and state health care programs, loss of license or closure of the facility. Such actions may have an effect on our operators’ or tenants’ ability to make lease payments to us and, therefore, adversely impact us. See “Item 1 — Business — Certain Government Regulations — United States — Fraud & Abuse Enforcement” above.
Many of our properties may require a license, registration, and/or certificate of need (“CON”) to operate. Failure to obtain a license, registration, or CON, or loss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. These events could materially adversely affect our operators’ or tenants’ ability to make rent payments to us. State and local laws also may regulate the expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or other similar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing and Certification” above.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties
Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic and other conditions will be limited. No assurances can be given that we will recognize full value for any property that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.
29
Unfavorable resolution of pending and future litigation matters and disputes could have a material adverse effect on our financial condition
From time to time, we may be directly involved in a number of legal proceedings, lawsuits and other claims. We may also be named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators/tenants or managers in which such operators/tenants or managers have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. An unfavorable resolution of pending or future litigation may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, pending or future litigation. In addition, pending litigation or future litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations.
Development, redevelopment and construction risks could affect our profitability
At any given time, we may be in the process of constructing one or more new facilities that ultimately will require a CON and license before they can be utilized by the operator for their intended use. The operator also may need to obtain Medicare and Medicaid certification and enter into Medicare and Medicaid provider agreements and/or third party payor contracts. In the event that the operator is unable to obtain the necessary CON, licensure, certification, provider agreements or contracts after the completion of construction, there is a risk that we will not be able to earn any revenues on the facility until either the initial operator obtains a license or certification to operate the new facility and the necessary provider agreements or contracts or we find and contract with a new operator that is able to obtain a license to operate the facility for its intended use and the necessary provider agreements or contracts.
In connection with our renovation, redevelopment, development and related construction activities, we may be unable to obtain, or suffer delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations. These factors could result in increased costs or our abandonment of these projects. In addition, we may not be able to obtain financing on favorable terms, which may render us unable to proceed with our development activities, and we may not be able to complete construction and lease-up of a property on schedule, which could result in increased debt service expense or construction costs. Additionally, the time frame required for development, construction and lease-up of these properties means that we may have to wait years for significant cash returns. Because we are required to make cash distributions to our stockholders, if the cash flow from operations or refinancing is not sufficient, we may be forced to borrow additional money to fund such distributions. Newly developed and acquired properties may not produce the cash flow that we expect, which could adversely affect our overall financial performance.
In deciding whether to acquire or develop a particular property, we make assumptions regarding the expected future performance of that property. In particular, we estimate the return on our investment based on expected occupancy, rental rates and capital costs. If our financial projections with respect to a new property are inaccurate as a result of increases in capital costs or other factors, the property may fail to perform as we expected in analyzing our investment. Our estimate of the costs of repositioning or redeveloping an acquired property may prove to be inaccurate, which may result in our failure to meet our profitability goals. Additionally, we may acquire new properties that are not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property.
We may experience losses caused by severe weather conditions or natural disasters, which could result in an increase of our or our tenants’ cost of insurance, a decrease in our anticipated revenues or a significant loss of the capital we have invested in a property
We maintain or require our tenants to maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are appropriate given the relative risk and costs of such coverage, and we continually review our insurance programs and requirements. However, a large number of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused by severe weather conditions or natural disasters such as hurricanes, earthquakes, tornadoes and floods. We believe, given current industry practice and analysis prepared by outside consultants, that our and our tenants’ insurance coverage is appropriate to cover reasonably anticipated losses that may be caused by hurricanes, earthquakes, tornadoes, floods and other severe weather conditions and natural disasters. Nevertheless, we are always subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses. These losses may lead to an increase of our and our tenants’ cost of insurance, a decrease in our anticipated revenues from an affected property and a loss of all or a portion of the capital we have invested in an affected property. In addition, we or our tenants may not purchase insurance under certain circumstances if the cost of insurance exceeds, in our or our tenants’ judgment, the value of the coverage relative to the risk of loss.
We may incur costs to remediate environmental contamination at our properties, which could have an adverse effect on our or our obligors’ business or financial condition
30
Under various federal and state laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardous substances. We may become liable to reimburse the government for damages and costs it incurs in connection with the contamination. Generally, such liability attaches to a person based on the person’s relationship to the property. Our tenants or borrowers are primarily responsible for the condition of the property. Moreover, we review environmental site assessments of the properties that we own or encumber prior to taking an interest in them. Those assessments are designed to meet the “all appropriate inquiry” standard, which we believe qualifies us for the innocent purchaser defense if environmental liabilities arise. Based upon such assessments, we do not believe that any of our properties are subject to material environmental contamination. However, environmental liabilities may be present in our properties and we may incur costs to remediate contamination, which could have a material adverse effect on our business or financial condition or the business or financial condition of our obligors.
Cybersecurity incidents could disrupt our business and result in the loss of confidential information
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches. Such cyber attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber attack. Cybersecurity incidents could disrupt our business and compromise the confidential information of our employees, operators and tenants.
Actual or threatened terrorist attacks could adversely affect the occupancy and the value of our properties
We have significant investments in large metropolitan markets that have been or may be in the future the targets of actual or threatened terrorism attacks, including Boston, Chicago, New York, San Diego, San Francisco, Los Angeles and Washington D.C. As a result, some of our tenants in these markets may choose to relocate to other markets that may be perceived to be less likely targets of future terrorist activity. This could result in an overall decrease in the occupancy of our properties. In addition, terrorist attacks could also result in significant damages to, or loss of, our properties, which could exceed our insurance coverage.
Our certificate of incorporation and by-laws contain anti-takeover provisions
Our certificate of incorporation and by-laws contain anti-takeover provisions (restrictions on share ownership and transfer and super majority stockholder approval requirements for business combinations) that could make it more difficult for or even prevent a third party from acquiring us without the approval of our incumbent Board of Directors. Provisions and agreements that inhibit or discourage takeover attempts could reduce the market value of our common stock.
Our success depends on key personnel whose continued service is not guaranteed
We are dependent on key personnel. Although we have entered into employment agreements with our executive officers, losing any one of them could, at least temporarily, have an adverse impact on our operations. We believe that losing more than one could have a material adverse impact on our business.
Risks Arising from Our Capital Structure
We may become more leveraged
Permanent financing for our investments is typically provided through a combination of public offerings of debt and equity securities and the incurrence or assumption of secured debt. The incurrence or assumption of indebtedness may cause us to become more leveraged, which could (1) require us to dedicate a greater portion of our cash flow to the payment of debt service, (2) make us more vulnerable to a downturn in the economy, (3) limit our ability to obtain additional financing, or (4) negatively affect our credit ratings or outlook by one or more of the rating agencies.
We are subject to covenants in our debt agreements that may restrict or limit our operations and acquisitions and our failure to comply with the covenants in our debt agreements could have a material adverse impact on our business, results of operations and financial condition
Our debt agreements contain various covenants, restrictions and events of default. Among other things, these provisions require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. Breaches of these covenants could result in defaults under the instruments governing the
31
applicable indebtedness, in addition to any other indebtedness cross-defaulted against such instruments. These defaults could have a material adverse impact on our business, results of operations and financial condition.
Limitations on our ability to access capital could have an adverse effect on our ability to make future investments or to meet our obligations and commitments
We cannot assure you that we will be able to raise the capital necessary to make future investments or to meet our obligations and commitments as they mature. Our access to capital depends upon a number of factors over which we have little or no control, including rising interest rates, inflation and other general market conditions; the market’s perception of our growth potential and our current and potential future earnings and cash distributions; the market price of the shares of our capital stock and the credit ratings of our debt securities; the financial stability of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us; changes in the credit ratings on U.S. government debt securities; or default or delay in payment by the United States of its obligations. If our access to capital is limited by these factors or other factors, it could negatively impact our ability to acquire properties, repay or refinance our indebtedness, fund operations or make distributions to our stockholders.
Downgrades in our credit ratings could have a material adverse impact on our cost and availability of capital
We plan to manage the Company to maintain a capital structure consistent with our current profile, but there can be no assurance that we will be able to maintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse 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.
Fluctuations in the value of foreign currencies could adversely affect our results of operations and financial position
As we expand our operations internationally, currency exchange rate fluctuations could affect our results of operations and financial position. We expect to generate an increasing portion of our revenue and expenses in such foreign currencies as the Canadian dollar and the British pound. Although we may enter into foreign exchange agreements with financial institutions and/or obtain local currency mortgage debt in order to reduce our exposure to fluctuations in the value of foreign currencies, we cannot assure you that foreign currency fluctuations will not have a material adverse effect on us.
Our entry into swap agreements may not effectively reduce our exposure to changes in interest rates or foreign currency exchange rates
We enter into swap agreements from time to time to manage some of our exposure to interest rate and foreign currency exchange rate volatility. These swap agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing our exposure to changes in interest rates or foreign currency exchange rates. When we use forward-starting interest rate swaps, there is a risk that we will not complete the long-term borrowing against which the swap is intended to hedge. If such events occur, our results of operations may be adversely affected.
Risks Arising from Our Status as a REIT
We might fail to qualify or remain qualified as a REIT
We intend to operate as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and believe we have and will continue to operate in such a manner. If we lose our status as a REIT, we will face serious income tax consequences that will substantially reduce the funds available for satisfying our obligations and for distribution to our stockholders because:
• we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
• we could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
• unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.
Since REIT qualification requires us to meet a number of complex requirements, it is possible that we may fail to fulfill them, and if we do, our earnings will be reduced by the amount of U.S. federal and other income taxes owed. A reduction in our earnings would affect the amount we could distribute to our stockholders. If we do not qualify as a REIT, we would not be required to make distributions to stockholders since a non-REIT is not required to pay dividends to stockholders in order to maintain REIT status or avoid an excise tax. See “Item 1 — Business — Taxation — Federal Income Tax Considerations” above for a discussion of the provisions of the Code that apply to us and the effects of failure to qualify as a REIT. In addition, if we fail to qualify as a REIT, all distributions to stockholders would continue to be treated as dividends to the extent of our current and accumulated earnings and
32
profits, although corporate stockholders may be eligible for the dividends received deduction, and individual stockholders may be eligible for taxation at the rates generally applicable to long-term capital gains (currently at a maximum rate of 20%) with respect to distributions.
As a result of all these factors, our failure to qualify as a REIT also could impair our ability to implement our business strategy and would adversely affect the value of our common stock. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to remain qualified as a REIT. Although we believe that we qualify as a REIT, we cannot assure you that we will continue to qualify or remain qualified as a REIT for U.S. federal income tax purposes. See “Item 1 — Business — Taxation — Federal Income Tax Considerations” above.
Certain subsidiaries might fail to qualify or remain qualified as a REIT
We own interests in a number of entities which have elected to be taxed as REITs for federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for federal income tax purposes (each a “Subsidiary REIT”). To qualify as a REIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable to REITs. Provided that each Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. See “Item 1 – Business – Taxation – Federal Income Tax Considerations – Qualification as a REIT – Asset Tests” above. If a Subsidiary REIT fails to qualify as a REIT in any taxable year, such Subsidiary REIT will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent taxable years. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions.
The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. See “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Annual Distribution Requirements” above. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. This may be due to timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand. In addition, non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur, or we deem it appropriate to retain cash, we may borrow funds, issue additional equity securities (although we cannot assure you that we will be able to do so), pay taxable stock dividends, if possible, distribute other property or securities or engage in another transaction intended to enable us to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations.
The lease of qualified health care properties to a taxable REIT subsidiary is subject to special requirements
We lease certain qualified health care properties to taxable REIT subsidiaries (or limited liability companies of which the taxable REIT subsidiaries are members), which lessees contract with managers (or related parties) to manage the health care operations at these properties. The rents from this taxable REIT subsidiary lessee structure are treated as qualifying rents from real property if (1) they are paid pursuant to an arms-length lease of a qualified health care property with a taxable REIT subsidiary and (2) the manager qualifies as an eligible independent contractor (as defined in the Code). If any of these conditions are not satisfied, then the rents will not be qualifying rents. See “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Income Tests” above.
If certain sale-leaseback transactions are not characterized by the Internal Revenue Service as “true leases,” we may be subject to adverse tax consequences
We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. We intend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the Internal Revenue Service might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leaseback transaction is challenged and successfully re-characterized by the Internal Revenue Service, we would not be entitled to claim the deductions for depreciation and
33
cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. See “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Asset Tests” and “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Income Tests” above. Alternatively, the amount of our REIT taxable income could be recalculated, which may cause us to fail to meet the REIT annual distribution requirements for a taxable year. See “Item 1 — Business — Taxation — Federal Income Tax Considerations — Qualification as a REIT — Annual Distribution Requirements” above.
The new Presidential Administration may propose substantial changes to fiscal and tax policies that, if enacted, may adversely affect REITs and our business
The recently inaugurated U.S. President and his Administration have called for substantial changes to fiscal and tax policies, which may include comprehensive tax reform. We cannot predict the impact, if any, of such tax reform to REITs or to our business. It is possible that any comprehensive tax reform could adversely affect REITs in general or our business specifically. Until any such tax reform changes are enacted, we will not know whether we will benefit from, or will be negatively affected by, such changes.
Item 1B. Unresolved Staff Comments
None.
34
Item 2. Properties
We own our corporate headquarters located at 4500 Dorr Street, Toledo, Ohio 43615. We also lease corporate offices in Canada, the United Kingdom and Luxembourg and have ground leases relating to certain of our properties. The following table sets forth certain information regarding the properties that comprise our consolidated real property and real estate loan investments as of December 31, 2016 (dollars in thousands and annualized revenues adjusted for timing of investment):
|
|
|
Triple-Net |
|
Seniors Housing Operating |
||||||||||||
Property Location |
|
Number of Properties |
|
Total Investment |
|
Annualized Revenues |
|
Number of Properties |
|
Total Investment |
|
Annualized Revenues |
|||||
|
Alabama |
|
4 |
|
$ |
35,149 |
|
$ |
3,856 |
|
- |
|
$ |
- |
|
$ |
- |
|
Arizona |
|
2 |
|
|
26,126 |
|
|
2,237 |
|
4 |
|
|
60,346 |
|
|
22,075 |
|
California |
|
28 |
|
|
506,530 |
|
|
54,595 |
|
69 |
|
|
2,564,855 |
|
|
585,482 |
|
Colorado |
|
7 |
|
|
241,603 |
|
|
21,311 |
|
5 |
|
|
140,940 |
|
|
40,800 |
|
Connecticut |
|
14 |
|
|
178,295 |
|
|
21,102 |
|
15 |
|
|
391,695 |
|
|
126,697 |
|
District Of Columbia |
|
- |
|
|
- |
|
|
- |
|
1 |
|
|
63,194 |
|
|
14,544 |
|
Delaware |
|
6 |
|
|
105,106 |
|
|
15,537 |
|
1 |
|
|
21,160 |
|
|
6,268 |
|
Florida |
|
34 |
|
|
585,009 |
|
|
48,896 |
|
6 |
|
|
550,064 |
|
|
78,566 |
|
Georgia |
|
8 |
|
|
98,973 |
|
|
11,019 |
|
7 |
|
|
122,512 |
|
|
36,955 |
|
Iowa |
|
4 |
|
|
56,783 |
|
|
5,346 |
|
1 |
|
|
32,434 |
|
|
10,068 |
|
Idaho |
|
2 |
|
|
32,254 |
|
|
3,564 |
|
- |
|
|
- |
|
|
- |
|
Illinois |
|
12 |
|
|
259,844 |
|
|
25,446 |
|
14 |
|
|
448,055 |
|
|
114,224 |
|
Indiana |
|
37 |
|
|
519,632 |
|
|
54,568 |
|
- |
|
|
- |
|
|
- |
|
Kansas |
|
29 |
|
|
267,942 |
|
|
24,639 |
|
3 |
|
|
70,132 |
|
|
17,262 |
|
Kentucky |
|
7 |
|
|
74,482 |
|
|
10,037 |
|
2 |
|
|
38,805 |
|
|
13,096 |
|
Louisiana |
|
3 |
|
|
20,260 |
|
|
3,369 |
|
2 |
|
|
50,879 |
|
|
12,278 |
|
Massachusetts |
|
21 |
|
|
226,246 |
|
|
31,814 |
|
39 |
|
|
1,159,025 |
|
|
224,522 |
|
Maryland |
|
8 |
|
|
144,638 |
|
|
8,829 |
|
4 |
|
|
153,359 |
|
|
47,671 |
|
Maine |
|
- |
|
|
- |
|
|
- |
|
2 |
|
|
49,790 |
|
|
17,831 |
|
Michigan |
|
6 |
|
|
99,727 |
|
|
9,989 |
|
5 |
|
|
110,532 |
|
|
26,436 |
|
Minnesota |
|
9 |
|
|
205,989 |
|
|
17,162 |
|
4 |
|
|
113,982 |
|
|
23,538 |
|
Missouri |
|
2 |
|
|
28,164 |
|
|
870 |
|
4 |
|
|
134,202 |
|
|
20,225 |
|
Mississippi |
|
3 |
|
|
27,446 |
|
|
3,241 |
|
- |
|
|
- |
|
|
- |
|
Montana |
|
1 |
|
|
6,050 |
|
|
959 |
|
- |
|
|
- |
|
|
- |
|
North Carolina |
|
49 |
|
|
359,869 |
|
|
33,706 |
|
1 |
|
|
40,413 |
|
|
7,181 |
|
Nebraska |
|
4 |
|
|
32,988 |
|
|
4,067 |
|
- |
|
|
- |
|
|
- |
|
New Hampshire |
|
4 |
|
|
52,757 |
|
|
19,578 |
|
4 |
|
|
118,242 |
|
|
28,647 |
|
New Jersey |
|
56 |
|
|
1,238,636 |
|
|
131,635 |
|
8 |
|
|
239,091 |
|
|
65,946 |
|
New Mexico |
|
- |
|
|
- |
|
|
- |
|
1 |
|
|
18,606 |
|
|
1,496 |
|
Nevada |
|
5 |
|
|
83,529 |
|
|
12,519 |
|
2 |
|
|
36,658 |
|
|
10,576 |
|
New York |
|
9 |
|
|
197,196 |
|
|
38,570 |
|
11 |
|
|
468,303 |
|
|
85,404 |
|
Ohio |
|
28 |
|
|
222,137 |
|
|
41,569 |
|
4 |
|
|
193,825 |
|
|
37,672 |
|
Oklahoma |
|
19 |
|
|
175,095 |
|
|
13,864 |
|
2 |
|
|
40,441 |
|
|
3,864 |
|
Oregon |
|
10 |
|
|
76,035 |
|
|
6,741 |
|
- |
|
|
- |
|
|
- |
|
Pennsylvania |
|
31 |
|
|
911,973 |
|
|
90,347 |
|
6 |
|
|
81,188 |
|
|
39,484 |
|
Rhode Island |
|
- |
|
|
- |
|
|
4,603 |
|
3 |
|
|
60,107 |
|
|
20,290 |
|
South Carolina |
|
5 |
|
|
33,116 |
|
|
5,656 |
|
- |
|
|
- |
|
|
- |
|
Tennessee |
|
4 |
|
|
40,926 |
|
|
3,600 |
|
2 |
|
|
50,044 |
|
|
15,624 |
|
Texas |
|
47 |
|
|
631,977 |
|
|
66,283 |
|
20 |
|
|
593,826 |
|
|
118,877 |
|
Utah |
|
2 |
|
|
30,908 |
|
|
2,533 |
|
1 |
|
|
16,892 |
|
|
10,796 |
|
Virginia |
|
13 |
|
|
181,903 |
|
|
19,166 |
|
2 |
|
|
37,677 |
|
|
11,252 |
|
Vermont |
|
- |
|
|
- |
|
|
2,680 |
|
1 |
|
|
27,428 |
|
|
6,405 |
|
Washington |
|
24 |
|
|
444,970 |
|
|
45,324 |
|
12 |
|
|
410,424 |
|
|
74,123 |
|
Wisconsin |
|
8 |
|
|
130,602 |
|
|
15,138 |
|
- |
|
|
- |
|
|
- |
|
West Virginia |
|
4 |
|
|
68,678 |
|
|
19,591 |
|
- |
|
|
- |
|
|
- |
|
Total domestic |
|
569 |
|
|
8,659,543 |
|
|
955,556 |
|
268 |
|
|
8,709,126 |
|
|
1,976,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
6 |
|
|
153,544 |
|
|
10,530 |
|
104 |
|
|
2,058,447 |
|
|
427,444 |
|
United Kingdom |
|
56 |
|
|
996,194 |
|
|
88,262 |
|
48 |
|
|
1,291,441 |
|
|
273,270 |
|
Total international |
|
62 |
|
|
1,149,738 |
|
|
98,792 |
|
152 |
|
|
3,349,888 |
|
|
700,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand total |
|
631 |
|
$ |
9,809,281 |
|
$ |
1,054,348 |
|
420 |
|
$ |
12,059,014 |
|
$ |
2,676,889 |
35
|
|
|
Outpatient Medical |
||||||
Property Location |
|
Number of Properties |
|
Total Investment |
|
Annualized Revenues |
|||
|
Alaska |
|
1 |
|
$ |
21,859 |
|
$ |
2,562 |
|
Alabama |
|
3 |
|
|
30,531 |
|
|
5,233 |
|
Arkansas |
|
1 |
|
|
22,845 |
|
|
2,079 |
|
Arizona |
|
4 |
|
|
65,537 |
|
|
8,466 |
|
California |
|
29 |
|
|
841,277 |
|
|
80,417 |
|
Colorado |
|
3 |
|
|
29,924 |
|
|
4,097 |
|
Connecticut |
|
1 |
|
|
41,153 |
|
|
2,318 |
|
Florida |
|
33 |
|
|
400,031 |
|
|
48,218 |
|
Georgia |
|
10 |
|
|
175,245 |
|
|
24,572 |
|
Iowa |
|
1 |
|
|
6,794 |
|
|
1,653 |
|
Illinois |
|
5 |
|
|
51,613 |
|
|
8,920 |
|
Indiana |
|
8 |
|
|
146,612 |
|
|
18,383 |
|
Kansas |
|
7 |
|
|
75,300 |
|
|
12,673 |
|
Kentucky |
|
1 |
|
|
7,677 |
|
|
752 |
|
Maryland |
|
5 |
|
|
85,994 |
|
|
13,394 |
|
Maine |
|
1 |
|
|
20,470 |
|
|
2,980 |
|
Michigan |
|
2 |
|
|
22,315 |
|
|
1,931 |
|
Minnesota |
|
8 |
|
|
172,680 |
|
|
28,877 |
|
Missouri |
|
7 |
|
|
142,631 |
|
|
18,383 |
|
North Carolina |
|
3 |
|
|
55,776 |
|
|
7,199 |
|
Nebraska |
|
2 |
|
|
35,186 |
|
|
5,465 |
|
New Hampshire |
|
1 |
|
|
14,009 |
|
|
806 |
|
New Jersey |
|
7 |
|
|
205,118 |
|
|
42,169 |
|
New Mexico |
|
3 |
|
|
33,235 |
|
|
3,715 |
|
Nevada |
|
5 |
|
|
45,069 |
|
|
4,194 |
|
New York |
|
8 |
|
|
102,417 |
|
|
6,849 |
|
Ohio |
|
7 |
|
|
67,209 |
|
|
11,365 |
|
Oklahoma |
|
2 |
|
|
24,987 |
|
|
3,262 |
|
Oregon |
|
1 |
|
|
9,506 |
|
|
1,575 |
|
South Carolina |
|
1 |
|
|
25,853 |
|
|
2,138 |
|
Tennessee |
|
7 |
|
|
78,058 |
|
|
10,499 |
|
Texas |
|
53 |
|
|
891,821 |
|
|
97,226 |
|
Virginia |
|
2 |
|
|
33,073 |
|
|
5,103 |
|
Washington |
|
6 |
|
|
179,100 |
|
|
20,751 |
|
Wisconsin |
|
20 |
|
|
267,226 |
|
|
27,991 |
|
Total domestic |
|
258 |
|
|
4,428,131 |
|
|
536,215 |
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
4 |
|
|
267,204 |
|
|
23,849 |
|
Grand total |
|
262 |
|
$ |
4,695,335 |
|
$ |
560,064 |
The following table sets forth occupancy, coverages and average annualized revenues for certain property types (excluding investments in unconsolidated entities):
36
The following table sets forth information regarding lease expirations for certain portions of our portfolio as of December 31, 2016 (dollars in thousands):
Item 3. Legal Proceedings
From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. 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.
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.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There were 5,066 stockholders of record as of January 31, 2017. The following table sets forth, for the periods indicated, the high and low prices of our common stock on the New York Stock Exchange (NYSE:HCN), and common dividends paid per share:
|
|
|
Sales Price |
|
Dividends Paid |
|||||
|
|
|
High |
|
Low |
|
Per Share |
|||
2016 |
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
70.45 |
|
$ |
52.80 |
|
$ |
0.86 |
|
Second Quarter |
|
|
76.24 |
|
|
66.55 |
|
|
0.86 |
|
Third Quarter |
|
|
80.19 |
|
|
72.34 |
|
|
0.86 |
|
Fourth Quarter |
|
|
74.85 |
|
|
59.39 |
|
|
0.86 |
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
84.88 |
|
$ |
73.20 |
|
$ |
0.825 |
|
Second Quarter |
|
|
79.60 |
|
|
65.48 |
|
|
0.825 |
|
Third Quarter |
|
|
70.22 |
|
|
61.00 |
|
|
0.825 |
|
Fourth Quarter |
|
|
71.25 |
|
|
58.21 |
|
|
0.825 |
37
Our Board of Directors has approved a new quarterly cash dividend rate of $0.87 per share of common stock per quarter, commencing with the February 2017 dividend. The declaration and payment of quarterly dividends remains subject to the review and approval of the Board of Directors.
Stockholder Return Performance Presentation
Set forth below is a line graph comparing the yearly percentage change and the cumulative total stockholder return on our shares of common stock against the cumulative total return of the S & P Composite-500 Stock Index and the FTSE NAREIT Equity Index. As of December 31, 2016, 161 companies comprised the FTSE NAREIT Equity Index. The Index consists of REITs identified by NAREIT as equity (those REITs which have at least 75% of their investments in real property). The data are based on the closing prices as of December 31 for each of the five years. 2011 equals $100 and dividends are assumed to be reinvested.
Except to the extent that we specifically incorporate this information by reference, the foregoing Stockholder Return Performance Presentation shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. This information shall not otherwise be deemed filed under such Acts.
38
Item 6. Selected Financial Data
The following selected financial data for the five years ended December 31, 2016 are derived from our audited consolidated financial statements (in thousands, except per share data):
39
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
40
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above.
Executive Summary
Company Overview
Welltower Inc. (NYSE: HCN), 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 TM , a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. Our capital programs, when combined with comprehensive planning, development and property management services, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets.
The following table summarizes our consolidated portfolio for the year ended December 31, 2016 (dollars in thousands):
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 net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.
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 customers/partners experience operating difficulties and become unable to generate sufficient cash to make payments 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 proactive and comprehensive 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 actively 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. In monitoring our portfolio, our personnel use a proprietary database to collect and analyze property-specific data. Additionally, we conduct extensive research to ascertain industry trends. 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 are generally able 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 structure our investments to help 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 year ended December 31, 2016, rental income and resident fees represented 39% and 59%, respectively, of total revenues. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount
41
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
outstanding during the term of the loan and any interest rate adjustments.
Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured credit facility, 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 primary unsecured credit facility, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from net operating income and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our primary unsecured credit facility, 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 primary unsecured credit facility. At December 31, 2016, we had $419,378,000 of cash and cash equivalents, $187,842,000 of restricted cash and $2,313,122,000 of available borrowing capacity under our primary unsecured credit facility.
Capital Market Outlook
We believe the capital markets remain supportive of our investment strategy. For the year ended December 31, 2016, we raised $1,235,138,000 in aggregate gross proceeds through the issuance of common stock and unsecured debt. The capital raised, in combination with available cash and borrowing capacity under our primary unsecured credit facility, supported pro rata gross new investments of $3,007,040,000 for the year. We expect attractive investment opportunities to remain available in the future as we continue to leverage the benefits of our relationship investment strategy.
Key Transactions in 2016
Capital . In March 2016, we issued $700,000,000 of 4.25% senior unsecured notes due 2026, generating approximately $688,560,000 of net proceeds. In May 2016, we closed on a new primary unsecured credit facility that includes a $3,000,000,000 unsecured revolving credit facility, a $500,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility plus an option 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 facility also allows us to borrow up to $1,000,000,000 in alternate currencies. Based on our current credit ratings, the unsecured revolving credit facility is priced at 0.90% over LIBOR with a 0.15% annual facility fee and the unsecured term credit facilities are priced at 0.95% over LIBOR for the U.S. tranche and CDOR for the Canadian tranche. The unsecured term credit facilities mature on May 13, 2021 and the unsecured revolving credit facility matures on May 13, 2020. The unsecured revolving credit facility can be extended for two successive terms of six months each at our option. Also, for the year ended December 31, 2016, we raised $527,530,000 through our dividend reinvestment program and our Equity Shelf Program (as defined below).
Investments . The following summarizes our acquisitions and joint venture investments made during the year ended December 31, 2016 (dollars in thousands):
42
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Dispositions . The following summarizes property dispositions made during the year ended December 31, 2016 (dollars in thousands):
|
Properties |
|
Proceeds (1) |
|
Capitalization Rates (2) |
|
|
Book Amount (3) |
|
Triple-net |
151 |
$ |
2,288,211 |
|
8.8% |
|
$ |
1,773,614 |
|
Outpatient medical |
7 |
|
80,300 |
|
7.9% |
|
|
78,786 |
|
Totals |
158 |
$ |
2,368,511 |
|
8.8% |
|
$ |
1,852,400 |
|
|
|
|
|
|
|
|
|
|
|
(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 assets at time of disposition. See Note 5 to our consolidated financial statements for additional information. |
Dividends . Our Board of Directors increased the annual cash dividend to $3.48 per common share ($0.87 per share quarterly), as compared to $3.44 per common share for 2016, beginning in February 2017. The dividend declared for the quarter ended December 31, 2016 represents the 183 rd consecutive quarterly dividend payment.
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business. These indicators are discussed below and relate to operating performance, credit strength and concentration risk. Management uses these key performance indicators to facilitate internal and external comparisons to our historical operating results, in making operating decisions and for budget planning purposes.
Operating Performance . We believe that net income attributable to common stockholders (“NICS”) is the most appropriate earnings measure. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”), net operating income from continuing operations (“NOI”) and same store NOI (“SSNOI”); 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 of FFO, NOI and SSNOI. These earnings measures are widely used by investors and analysts in the valuation, comparison and investment recommendations of companies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
2014 |
|
2015 |
|
2016 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
446,745 |
|
$ |
818,344 |
|
$ |
1,012,397 |
||
Funds from operations attributable to common stockholders |
|
|
1,174,081 |
|
|
1,409,640 |
|
|
1,593,143 |
||
Net operating income from continuing operations |
|
|
1,940,188 |
|
|
2,237,569 |
|
|
2,404,177 |
||
Same store net operating income |
|
|
1,404,158 |
|
|
1,425,795 |
|
|
1,445,748 |
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 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”) which is discussed in further detail, and reconciled to net income, below in “Non-GAAP Financial Measures.” Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:
|
|
|
|
Year Ended December 31, |
||||
|
|
|
|
2014 |
|
2015 |
|
2016 |
|
|
|
|
|
|
|
|
|
Net debt to book capitalization ratio |
|
43% |
|
45% |
|
43% |
||
Net debt to undepreciated book capitalization ratio |
|
38% |
|
40% |
|
37% |
||
Net debt to market capitalization ratio |
|
28% |
|
33% |
|
31% |
||
|
|
|
|
|
|
|
|
|
Adjusted interest coverage ratio |
|
3.73x |
|
4.20x |
|
4.19x |
||
Adjusted fixed charge coverage ratio |
|
2.96x |
|
3.32x |
|
3.32x |
43
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 top five relationships. Geographic mix measures the portion of our NOI that relates to our top five states (or international equivalents). The following table reflects our recent historical trends of concentration risk by NOI for the periods indicated below:
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and Company-specific trends. Please refer to “Item 1 — Business,” “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K for further discussion of these risk factors.
Corporate Governance
Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of cash include rent and interest receipts, resident fees and services, borrowings under our primary unsecured credit facility, 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
44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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):
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Beginning cash and cash equivalents |
|
$ |
158,780 |
|
$ |
473,726 |
|
$ |
314,946 |
|
198% |
|
$ |
360,908 |
|
$ |
(112,818) |
|
-24% |
|
$ |
202,128 |
|
127% |
Cash provided from (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
1,138,670 |
|
|
1,373,468 |
|
|
234,798 |
|
21% |
|
|
1,628,695 |
|
|
255,227 |
|
19% |
|
|
490,025 |
|
43% |
Investing activities |
|
|
(2,126,206) |
|
|
(3,484,160) |
|
|
(1,357,954) |
|
64% |
|
|
(309,503) |
|
|
3,174,657 |
|
-91% |
|
|
1,816,703 |
|
-85% |
Financing activities |
|
|
1,303,172 |
|
|
2,006,449 |
|
|
703,277 |
|
54% |
|
|
(1,240,448) |
|
|
(3,246,897) |
|
n/a |
|
|
(2,543,620) |
|
n/a |
Effect of foreign currency translation on cash and cash equivalents |
|
|
(690) |
|
|
(8,575) |
|
|
(7,885) |
|
1,143% |
|
|
(20,274) |
|
|
(11,699) |
|
136% |
|
|
(19,584) |
|
2,838% |
Ending cash and cash equivalents |
|
$ |
473,726 |
|
$ |
360,908 |
|
$ |
(112,818) |
|
-24% |
|
$ |
419,378 |
|
$ |
58,470 |
|
16% |
|
$ |
(54,348) |
|
-11% |
Operating Activities . The change in net cash provided from operating activities is primarily attributable to increases in NOI, which is primarily due to acquisitions, net of dispositions. Please see “Results of Operations” for further discussion. For the years ended December 31, 2014, 2015 and 2016, cash flows from operations exceeded cash distributions to stockholders.
Investing Activities . The changes in net cash used in investing activities are primarily attributable to net changes in real property investments, real estate loans receivable and investments in unconsolidated entities which are summarized above in “Key Transactions in 2016.” Please refer to Notes 3 and 6 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities (dollars in thousands):
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
New development |
|
$ |
197,881 |
|
$ |
244,561 |
|
$ |
46,680 |
|
24% |
|
$ |
403,131 |
|
$ |
158,570 |
|
65% |
|
$ |
205,250 |
|
104% |
Recurring capital expenditures, tenant improvements and lease commissions |
|
|
59,134 |
|
|
64,458 |
|
|
5,324 |
|
9% |
|
|
66,332 |
|
|
1,874 |
|
3% |
|
|
7,198 |
|
12% |
Renovations, redevelopments and other capital improvements |
|
|
73,646 |
|
|
123,294 |
|
|
49,648 |
|
67% |
|
|
152,814 |
|
|
29,520 |
|
24% |
|
|
79,168 |
|
107% |
Total |
|
$ |
330,661 |
|
$ |
432,313 |
|
$ |
101,652 |
|
31% |
|
$ |
622,277 |
|
$ |
189,964 |
|
44% |
|
$ |
291,616 |
|
88% |
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. Generally, these expenditures have increased as a result of acquisitions, primarily in our seniors housing operating segment.
Financing Activities . The changes in net cash provided from financing activities are primarily attributable to changes related to our long-term debt arrangements, the issuance/redemptions of common and preferred stock, and dividend payments which are summarized above in “Key Transactions in 2016.” Please refer to Notes 9, 10 and 13 of our consolidated financial statements for additional information.
Off-Balance Sheet Arrangements
At December 31, 2016, we had investments in unconsolidated entities with our ownership ranging from 10% to 50%. Please see Note 7 to our consolidated financial statements for additional information. We use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Please see Note 11 to our consolidated financial statements for additional information. At December 31, 2016, we had twelve outstanding letter of credit obligations. Please see Note 12 to our consolidated financial statements for additional information.
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of December 31, 2016 (in thousands):
45
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Payments Due by Period |
|||||||||||||
Contractual Obligations |
|
Total |
|
2017 |
|
2018-2019 |
|
2020-2021 |
|
Thereafter |
|||||
Unsecured revolving credit facility (1) |
|
$ |
645,000 |
|
$ |
- |
|
$ |
- |
|
$ |
645,000 |
|
$ |
- |
Senior unsecured notes and term credit facilities: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar senior unsecured notes |
|
|
6,050,000 |
|
|
- |
|
|
1,050,000 |
|
|
900,000 |
|
|
4,100,000 |
Canadian Dollar senior unsecured notes (3) |
|
|
223,447 |
|
|
- |
|
|
- |
|
|
223,447 |
|
|
- |
Pounds Sterling senior unsecured notes (3) |
|
|
1,295,385 |
|
|
- |
|
|
- |
|
|
- |
|
|
1,295,385 |
U.S. Dollar term credit facility |
|
|
505,000 |
|
|
- |
|
|
5,000 |
|
|
500,000 |
|
|
- |
Canadian Dollar term credit facility (3) |
|
|
186,206 |
|
|
- |
|
|
- |
|
|
186,206 |
|
|
- |
Secured debt: (2,3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
3,465,066 |
|
|
550,620 |
|
|
1,321,310 |
|
|
516,038 |
|
|
1,077,098 |
Unconsolidated |
|
|
668,282 |
|
|
22,886 |
|
|
153,360 |
|
|
40,919 |
|
|
451,117 |
Contractual interest obligations: (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured revolving credit facility |
|
|
53,638 |
|
|
10,728 |
|
|
21,455 |
|
|
21,455 |
|
|
- |
Senior unsecured notes and term loans (3) |
|
|
3,386,130 |
|
|
352,450 |
|
|
686,783 |
|
|
578,625 |
|
|
1,768,272 |
Consolidated secured debt (3) |
|
|
623,851 |
|
|
132,620 |
|
|
188,243 |
|
|
121,016 |
|
|
181,972 |
Unconsolidated secured debt (3) |
|
|
163,201 |
|
|
24,801 |
|
|
49,414 |
|
|
33,968 |
|
|
55,018 |
Capital lease obligations (5) |
|
|
93,836 |
|
|
4,731 |
|
|
9,012 |
|
|
8,346 |
|
|
71,747 |
Operating lease obligations (5) |
|
|
1,105,992 |
|
|
16,939 |
|
|
34,332 |
|
|
33,457 |
|
|
1,021,264 |
Purchase obligations (5) |
|
|
523,099 |
|
|
242,962 |
|
|
277,995 |
|
|
- |
|
|
2,142 |
Other long-term liabilities (6) |
|
|
4,179 |
|
|
1,475 |
|
|
2,704 |
|
|
- |
|
|
- |
Total contractual obligations |
|
$ |
18,992,312 |
|
$ |
1,360,212 |
|
$ |
3,799,608 |
|
$ |
3,808,477 |
|
$ |
10,024,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Relates to our unsecured revolving credit facility with an aggregate commitment of $3,000,000,000. See Note 9 to our consolidated financial statements. |
|||||||||||||||
(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 12 to our consolidated financial statements. |
|||||||||||||||
(6) Primarily relates to payments to be made under our Supplemental Executive Retirement Plan, which is discussed in Note 19 to the consolidated financial statements. |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Structure
Please refer to “Credit Strength” above for a discussion of our leverage and coverage ratio trends. Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2016, 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 1, 2015, 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 under which we may issue up to 15,000,000 shares of common stock. As of January 31, 2017, 7,737,978 shares of common stock remained available for issuance under this registration statement. We have entered into separate Equity Distribution Agreements with each of UBS Securities LLC, KeyBanc Capital Markets Inc. and Credit Agricole Securities (USA) Inc. relating to the offer and sale from time to time of up to $630,015,000 aggregate amount of our common stock (“Equity Shelf Program”). As of January 31, 2017, we had $170,640,000 of remaining capacity under the Equity Shelf Program. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our primary unsecured credit facility.
Results of Operations
Summary
Our primary sources of revenue include rent, resident fees and services, and interest income. Our primary expenses include interest
46
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
expense, depreciation and amortization, property operating expenses, transaction costs and general and administrative expenses. We evaluate our business and make resource allocations on our three business segments: triple-net, seniors housing operating and outpatient medical. The primary performance measures for our properties are NOI and SSNOI, which are discussed below. Please see Note 17 to our consolidated financial statements for additional information. The following is a summary of our results of operations (dollars in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
2014 |
|
2015 |
|
Amount |
|
% |
|
2016 |
|
Amount |
|
% |
|
Amount |
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
446,745 |
|
$ |
818,344 |
|
$ |
371,599 |
|
83% |
|
$ |
1,012,397 |
|
$ |
194,053 |
|
24% |
|
$ |
565,652 |
|
127% |
|
Funds from operations attributable to common stockholders |
|
|
1,174,081 |
|
|
1,409,640 |
|
|
235,559 |
|
20% |
|
|
1,593,143 |
|
|
183,503 |
|
13% |
|
|
419,062 |
|
36% |
|
Adjusted EBITDA |
|
|
1,813,241 |
|
|
2,091,754 |
|
|
278,513 |
|
15% |
|
|
2,246,507 |
|
|
154,753 |
|
7% |
|
|
433,266 |
|
24% |
|
Net operating income from continuing operations |
|
|
1,940,188 |
|
|
2,237,569 |
|
|
297,381 |
|
15% |
|
|
2,404,177 |
|
|
166,608 |
|
7% |
|
|
463,989 |
|
24% |
|
Same store NOI |
|
|
1,404,158 |
|
|
1,425,795 |
|
|
21,637 |
|
2% |
|
|
1,445,748 |
|
|
19,953 |
|
1% |
|
|
41,590 |
|
3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data (fully diluted): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
1.45 |
|
$ |
2.34 |
|
$ |
0.89 |
|
61% |
|
$ |
2.81 |
|
$ |
0.47 |
|
20% |
|
$ |
1.36 |
|
94% |
|
Funds from operations attributable to common stockholders |
|
|
3.82 |
|
|
4.03 |
|
|
0.21 |
|
5% |
|
|
4.42 |
|
|
0.39 |
|
10% |
|
|
0.60 |
|
16% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted interest coverage ratio |
|
|
3.73x |
|
|
4.20x |
|
|
0.47x |
|
13% |
|
|
4.19x |
|
|
-0.01x |
|
0% |
|
|
0.46x |
|
12% |
|
Adjusted fixed charge coverage ratio |
|
|
2.96x |
|
|
3.32x |
|
|
0.36x |
|
12% |
|
|
3.32x |
|
|
0.00x |
|
0% |
|
|
0.36x |
|
12% |
The following table represents the changes in outstanding common stock for the period from January 1, 2014 to December 31, 2016 (in thousands):
|
|
|
Year Ended |
|
|
||||
|
|
|
December 31, 2014 |
|
December 31, 2015 |
|
December 31, 2016 |
|
Totals |
Beginning balance |
|
289,564 |
|
328,790 |
|
354,778 |
|
289,564 |
|
Public offerings |
|
33,925 |
|
19,550 |
|
- |
|
53,475 |
|
Dividend reinvestment plan issuances |
|
4,123 |
|
4,024 |
|
4,145 |
|
12,292 |
|
Senior note conversions |
|
259 |
|
1,330 |
|
- |
|
1,589 |
|
Preferred stock conversions |
|
233 |
|
- |
|
- |
|
233 |
|
Option exercises |
|
498 |
|
249 |
|
141 |
|
888 |
|
Equity Shelf Program issuances |
|
- |
|
696 |
|
3,135 |
|
3,831 |
|
Other, net |
|
188 |
|
139 |
|
403 |
|
730 |
|
Ending balance |
|
328,790 |
|
354,778 |
|
362,602 |
|
362,602 |
|
|
|
|
|
|
|
|
|
|
|
Average number of shares outstanding: |
|
|
|
|
|
|
|||
|
Basic |
|
306,272 |
|
348,240 |
|
358,275 |
|
|
|
Diluted |
|
307,747 |
|
349,424 |
|
360,227 |
|
|
During the past three years, inflation has not significantly affected our earnings because of the moderate inflation rate. Additionally, a large portion of our earnings are derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. Presuming the current inflation rate remains moderate and long-term interest rates do not increase significantly, we believe that inflation will not impact the availability of equity and debt financing for us.
47
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Triple-net
The following is a summary of our NOI for the triple-net segment (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
SSNOI (1) |
|
$ |
536,231 |
|
$ |
566,188 |
|
$ |
29,957 |
|
6% |
|
$ |
575,764 |
|
$ |
9,576 |
|
2% |
|
$ |
39,533 |
|
7% |
||
Non-cash NOI attributable to same store properties (1) |
|
|
43,448 |
|
|
53,578 |
|
|
10,130 |
|
23% |
|
|
44,215 |
|
|
(9,363) |
|
-17% |
|
|
767 |
|
2% |
||
NOI attributable to non same store properties (2) |
|
|
447,455 |
|
|
556,040 |
|
|
108,585 |
|
24% |
|
|
588,881 |
|
|
32,841 |
|
6% |
|
|
141,426 |
|
32% |
||
NOI |
|
$ |
1,027,134 |
|
$ |
1,175,806 |
|
$ |
148,672 |
|
14% |
|
$ |
1,208,860 |
|
$ |
33,054 |
|
3% |
|
$ |
181,726 |
|
18% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Change is due to increases in cash and non-cash NOI (described below) related to 397 same store properties. |
||||||||||||||||||||||||||
(2) Change is primarily due to the acquisition of 144 properties and the conversion of 26 construction projects into revenue-generating properties subsequent to January 1, 2014. |
The following is a summary of our results of operations for the triple-net segment (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Rental income |
|
$ |
992,638 |
|
$ |
1,094,827 |
|
$ |
102,189 |
|
10% |
|
$ |
1,112,325 |
|
$ |
17,498 |
|
2% |
|
$ |
119,687 |
|
12% |
|
|
Interest income |
|
|
32,255 |
|
|
74,108 |
|
|
41,853 |
|
130% |
|
|
90,476 |
|
|
16,368 |
|
22% |
|
|
58,221 |
|
181% |
|
|
Other income |
|
|
2,973 |
|
|
6,871 |
|
|
3,898 |
|
131% |
|
|
6,059 |
|
|
(812) |
|
-12% |
|
|
3,086 |
|
104% |
|
|
|
|
|
|
1,027,866 |
|
|
1,175,806 |
|
|
147,940 |
|
14% |
|
|
1,208,860 |
|
|
33,054 |
|
3% |
|
|
180,994 |
|
18% |
Property operating expenses |
|
|
732 |
|
|
- |
|
|
(732) |
|
-100% |
|
|
- |
|
|
- |
|
n/a |
|
|
(732) |
|
-100% |
||
|
Net operating income from continuing operations (NOI) |
|
|
1,027,134 |
|
|
1,175,806 |
|
|
148,672 |
|
14% |
|
|
1,208,860 |
|
|
33,054 |
|
3% |
|
|
181,726 |
|
18% |
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
32,135 |
|
|
28,384 |
|
|
(3,751) |
|
-12% |
|
|
21,370 |
|
|
(7,014) |
|
-25% |
|
|
(10,765) |
|
-33% |
|
|
Loss (gain) on derivatives, net |
|
|
(1,770) |
|
|
(58,427) |
|
|
(56,657) |
|
3,201% |
|
|
68 |
|
|
58,495 |
|
-100% |
|
|
1,838 |
|
-104% |
|
|
Depreciation and amortization |
|
|
273,296 |
|
|
288,242 |
|
|
14,946 |
|
5% |
|
|
297,197 |
|
|
8,955 |
|
3% |
|
|
23,901 |
|
9% |
|
|
Transaction costs |
|
|
45,146 |
|
|
53,195 |
|
|
8,049 |
|
18% |
|
|
10,016 |
|
|
(43,179) |
|
-81% |
|
|
(35,130) |
|
-78% |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
98 |
|
|
10,095 |
|
|
9,997 |
|
10,201% |
|
|
863 |
|
|
(9,232) |
|
-91% |
|
|
765 |
|
781% |
|
|
Provision for loan losses |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
6,935 |
|
|
6,935 |
|
n/a |
|
|
6,935 |
|
n/a |
|
|
Impairment of assets |
|
|
- |
|
|
2,220 |
|
|
2,220 |
|
n/a |
|
|
20,169 |
|
|
17,949 |
|
809% |
|
|
20,169 |
|
n/a |
|
|
Other expenses |
|
|
8,825 |
|
|
35,648 |
|
|
26,823 |
|
304% |
|
|
- |
|
|
(35,648) |
|
-100% |
|
|
(8,825) |
|
-100% |
|
|
|
|
|
|
357,730 |
|
|
359,357 |
|
|
1,627 |
|
% |
|
|
356,618 |
|
|
(2,739) |
|
-1% |
|
|
(1,112) |
|
0% |
Income from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
|
669,404 |
|
|
816,449 |
|
|
147,045 |
|
22% |
|
|
852,242 |
|
|
35,793 |
|
4% |
|
|
182,838 |
|
27% |
||
Income tax benefit (expense) |
|
|
6,141 |
|
|
(4,244) |
|
|
(10,385) |
|
n/a |
|
|
(1,087) |
|
|
3,157 |
|
-74% |
|
|
(7,228) |
|
-118% |
||
Income (loss) from unconsolidated entities |
|
|
5,423 |
|
|
8,260 |
|
|
2,837 |
|
52% |
|
|
9,767 |
|
|
1,507 |
|
18% |
|
|
4,344 |
|
80% |
||
Income from continuing operations |
|
|
680,968 |
|
|
820,465 |
|
|
139,497 |
|
20% |
|
|
860,922 |
|
|
40,457 |
|
5% |
|
|
179,954 |
|
26% |
||
Discontinued operations, net |
|
|
7,135 |
|
|
- |
|
|
(7,135) |
|
-100% |
|
|
- |
|
|
- |
|
n/a |
|
|
(7,135) |
|
-100% |
||
Gain (loss) on real estate dispositions, net |
|
|
146,205 |
|
|
86,261 |
|
|
(59,944) |
|
-41% |
|
|
355,394 |
|
|
269,133 |
|
312% |
|
|
209,189 |
|
143% |
||
Net income |
|
|
834,308 |
|
|
906,726 |
|
|
72,418 |
|
9% |
|
|
1,216,316 |
|
|
309,590 |
|
34% |
|
|
382,008 |
|
46% |
||
Less: Net income attributable to noncontrolling interests |
|
|
1,874 |
|
|
6,348 |
|
|
4,474 |
|
239% |
|
|
1,221 |
|
|
(5,127) |
|
-81% |
|
|
(653) |
|
-35% |
||
Net income attributable to common stockholders |
|
$ |
832,434 |
|
$ |
900,378 |
|
$ |
67,944 |
|
8% |
|
$ |
1,215,095 |
|
$ |
314,717 |
|
35% |
|
$ |
382,661 |
|
46% |
48
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The increase in rental income is primarily attributable to the acquisitions of new properties and the conversion of newly constructed triple-net properties from which we receive rent. 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. 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 rent rates, resulting in an increase or decrease in rental income. For the three months ended December 31, 2016, we had no lease renewals but we had 26 leases with rental rate increasers ranging from 0.07% to 0.60% in our triple-net portfolio.
The increase in interest income is attributable to higher loan volume in the current year, which includes first mortgage loans to Genesis Healthcare. The decrease in other income is due to the receipt of an early prepayment fee in 2015 related to a real estate loan receivable.
During the year ended December 31, 2016, we completed two triple-net construction projects totaling $46,094,000 or $251,880 per bed/unit and one expansion project totaling $2,879,000. The following is a summary of triple-net construction projects pending as of December 31, 2016 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Units/Beds |
|
|
Commitment |
|
|
Balance |
|
Est. Completion |
Raleigh, NC |
|
225 |
|
$ |
95,700 |
|
$ |
83,566 |
|
1Q17 |
Livingston, NJ |
|
120 |
|
|
53,439 |
|
|
37,566 |
|
1Q17 |
Edmond, OK |
|
142 |
|
|
27,300 |
|
|
23,881 |
|
1Q17 |
Tulsa, OK |
|
145 |
|
|
28,500 |
|
|
19,197 |
|
1Q17 |
Lititz, PA |
|
80 |
|
|
15,200 |
|
|
13,867 |
|
1Q17 |
Lancaster, PA |
|
80 |
|
|
15,875 |
|
|
12,778 |
|
1Q17 |
Piscataway, NJ |
|
124 |
|
|
40,800 |
|
|
34,924 |
|
2Q17 |
Bracknell, England |
|
64 |
|
|
15,573 |
|
|
10,394 |
|
2Q17 |
Alexandria,VA |
|
116 |
|
|
60,156 |
|
|
20,918 |
|
1Q18 |
Total |
|
1,096 |
|
$ |
352,543 |
|
$ |
257,091 |
|
|
Total interest expense represents secured debt interest expense and gains and losses on forward exchange contracts. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The following is a summary of our triple-net secured debt principal activity (dollars in thousands):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||||||||
|
|
December 31, 2014 |
|
December 31, 2015 |
|
December 31, 2016 |
|||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
587,136 |
|
5.394% |
|
$ |
670,769 |
|
5.337% |
|
$ |
554,014 |
|
5.488% |
Debt issued |
|
|
- |
|
0.000% |
|
|
- |
|
0.000% |
|
|
166,155 |
|
2.205% |
Debt assumed |
|
|
120,352 |
|
5.404% |
|
|
44,142 |
|
5.046% |
|
|
- |
|
0.000% |
Debt extinguished |
|
|
(22,970) |
|
6.235% |
|
|
(132,545) |
|
4.695% |
|
|
(118,500) |
|
5.562% |
Foreign currency |
|
|
(2,180) |
|
5.317% |
|
|
(15,633) |
|
5.315% |
|
|
3,157 |
|
5.247% |
Principal payments |
|
|
(11,569) |
|
5.564% |
|
|
(12,719) |
|
5.450% |
|
|
(10,627) |
|
5.682% |
Ending balance |
|
$ |
670,769 |
|
5.337% |
|
$ |
554,014 |
|
5.488% |
|
$ |
594,199 |
|
4.580% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages |
|
$ |
596,941 |
|
5.381% |
|
$ |
551,803 |
|
5.518% |
|
$ |
497,213 |
|
5.414% |
In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis Healthcare Corporation. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis Healthcare. In February 2015, Genesis Healthcare closed on a transaction to merge with Skilled Healthcare Group to become a publicly traded company which required us to record the value of the derivative asset due to the net settlement feature. This event resulted in $58,427,000 gain. During the fourth quarter of 2015, the cost basis of this investment exceeded the fair value. Management performed an assessment to determine whether the decline in fair value was other than temporary and concluded that it was. As a result, we recognized an other than temporary impairment charge of $35,648,000 which is recorded in other expense.
49
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Depreciation and amortization increased primarily as a result of new property acquisitions and the conversions of newly constructed properties. To the extent that we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly.
Transaction costs are costs incurred with property acquisitions including due diligence costs, fees for legal and valuation services, the termination of pre-existing relationships, lease termination expenses and other similar costs. The change in transaction costs from year to year is primarily a function of investment volume. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt.
Changes in gains on sales of properties are related to the volume of property sales and the sales prices. We recognized impairment losses on certain held-for-sale properties as the fair value less estimated costs to sell exceeded our carrying values.
During the year ended December 31, 2016, we recorded a provision for loan loss related to the restructuring of two first mortgage loans. During the years ended December 31, 2014 and 2015, we did not record a provision for loan loss or record loan write-offs. The provision for loan losses is related to our critical accounting estimate for the allowance for loan losses and is discussed in “Critical Accounting Policies” and Note 6 to our consolidated financial statements.
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 interests represents our partners’ share of net income relating to those partnerships where we are the controlling partner.
50
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Seniors Housing Operating
The following is a summary of our NOI for the seniors housing operating segment (dollars in thousands):
The following is a summary of our results of operations for the seniors housing operating segment (dollars in thousands):
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
|||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Resident fees and services |
|
$ |
1,892,237 |
|
$ |
2,158,031 |
|
$ |
265,794 |
|
14% |
|
$ |
2,504,731 |
|
$ |
346,700 |
|
16% |
|
$ |
612,494 |
|
32% |
|
|
Interest income |
|
|
2,119 |
|
|
4,180 |
|
|
2,061 |
|
97% |
|
|
4,180 |
|
|
- |
|
0% |
|
|
2,061 |
|
97% |
|
|
Other income |
|
|
3,215 |
|
|
6,060 |
|
|
2,845 |
|
88% |
|
|
17,085 |
|
|
11,025 |
|
182% |
|
|
13,870 |
|
431% |
|
|
|
|
|
|
1,897,571 |
|
|
2,168,271 |
|
|
270,700 |
|
14% |
|
|
2,525,996 |
|
|
357,725 |
|
16% |
|
|
628,425 |
|
33% |
Property operating expenses |
|
|
1,266,308 |
|
|
1,467,009 |
|
|
200,701 |
|
16% |
|
|
1,711,882 |
|
|
244,873 |
|
17% |
|
|
445,574 |
|
35% |
||
|
Net operating income from continuing operations (NOI) |
|
|
631,263 |
|
|
701,262 |
|
|
69,999 |
|
11% |
|
|
814,114 |
|
|
112,852 |
|
16% |
|
|
182,851 |
|
29% |
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
64,130 |
|
|
70,388 |
|
|
6,258 |
|
10% |
|
|
81,853 |
|
|
11,465 |
|
16% |
|
|
17,723 |
|
28% |
|
|
Loss (gain) on derivatives, net |
|
|
275 |
|
|
- |
|
|
(275) |
|
-100% |
|
|
- |
|
|
- |
|
n/a |
|
|
(275) |
|
-100% |
|
|
Depreciation and amortization |
|
|
418,199 |
|
|
351,733 |
|
|
(66,466) |
|
-16% |
|
|
415,429 |
|
|
63,696 |
|
18% |
|
|
(2,770) |
|
-1% |
|
|
Transaction costs |
|
|
16,880 |
|
|
54,966 |
|
|
38,086 |
|
226% |
|
|
29,207 |
|
|
(25,759) |
|
-47% |
|
|
12,327 |
|
73% |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
383 |
|
|
(195) |
|
|
(578) |
|
-151% |
|
|
(88) |
|
|
107 |
|
-55% |
|
|
(471) |
|
-123% |
|
|
Impairment of assets |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
12,403 |
|
|
12,403 |
|
n/a |
|
|
12,403 |
|
n/a |
|
|
Other expenses |
|
|
1,437 |
|
|
- |
|
|
(1,437) |
|
-100% |
|
|
- |
|
|
- |
|
n/a |
|
|
(1,437) |
|
-100% |
|
|
|
|
|
|
501,304 |
|
|
476,892 |
|
|
(24,412) |
|
-5% |
|
|
538,804 |
|
|
61,912 |
|
13% |
|
|
37,500 |
|
7% |
(Loss) income from continuing operations before income from unconsolidated entities |
|
|
129,959 |
|
|
224,370 |
|
|
94,411 |
|
73% |
|
|
275,310 |
|
|
50,940 |
|
23% |
|
|
145,351 |
|
112% |
||
Income tax expense |
|
|
(3,047) |
|
|
986 |
|
|
4,033 |
|
-132% |
|
|
(3,762) |
|
|
(4,748) |
|
-482% |
|
|
(715) |
|
23% |
||
(Loss) income from unconsolidated entities |
|
|
(38,204) |
|
|
(32,672) |
|
|
5,532 |
|
-14% |
|
|
(20,442) |
|
|
12,230 |
|
-37% |
|
|
17,762 |
|
-46% |
||
Net income (loss) |
|
|
88,708 |
|
|
192,684 |
|
|
103,976 |
|
117% |
|
|
251,106 |
|
|
58,422 |
|
30% |
|
|
162,398 |
|
183% |
||
Less: Net income (loss) attributable to noncontrolling interests |
|
|
(2,335) |
|
|
(1,438) |
|
|
897 |
|
-38% |
|
|
2,292 |
|
|
3,730 |
|
-259% |
|
|
4,627 |
|
-198% |
||
Net income (loss) attributable to common stockholders |
|
$ |
91,043 |
|
$ |
194,122 |
|
$ |
103,079 |
|
113% |
|
$ |
248,814 |
|
$ |
54,692 |
|
28% |
|
$ |
157,771 |
|
173% |
Fluctuations in revenues and property operating expenses are primarily a result of acquisitions and the movement of U.S. and foreign currency exchange rates. The increase in other income for the year ended December 31, 2016 is primarily a result of insurance proceeds received relating to a property as well as a bargain purchase gain recognized in conjunction with a single property acquisition. The fluctuations in depreciation and amortization are due to the net impact of 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. Losses from unconsolidated entities are primarily attributable to depreciation and amortization of short-lived
51
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
intangible assets related to our investments in unconsolidated joint ventures with Chartwell in 2012, Sunrise in 2013 and Senior Resource Group in 2014.
During the year ended December 31, 2016, we completed one seniors housing operating construction project representing $18,979,000 or $210,878 per unit plus one expansion project representing $8,484,000. The following is a summary of our seniors housing operating construction projects, excluding expansions, pending as of December 31, 2016 (dollars in thousands):
Interest expense represents secured debt interest expense. Please refer to Note 10 to our consolidated financial statements for additional information. The following is a summary of our seniors housing operating property secured debt principal activity (dollars in thousands):
|
|
Year Ended |
|
|
Year Ended |
|
Year Ended |
|||||||||
|
|
December 31, 2014 |
|
|
December 31, 2015 |
|
December 31, 2016 |
|||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
1,714,714 |
|
4.622% |
|
|
$ |
1,654,531 |
|
4.422% |
|
$ |
2,290,552 |
|
3.958% |
Debt issued |
|
|
109,503 |
|
3.374% |
|
|
|
228,685 |
|
2.776% |
|
|
293,860 |
|
2.895% |
Debt assumed |
|
|
18,484 |
|
4.359% |
|
|
|
842,316 |
|
3.420% |
|
|
60,898 |
|
4.301% |
Debt extinguished |
|
|
(114,793) |
|
3.626% |
|
|
|
(285,599) |
|
4.188% |
|
|
(159,498) |
|
3.656% |
Foreign currency |
|
|
(39,379) |
|
3.727% |
|
|
|
(110,691) |
|
3.625% |
|
|
26,549 |
|
3.483% |
Principal payments |
|
|
(33,998) |
|
4.296% |
|
|
|
(38,690) |
|
4.126% |
|
|
(49,112) |
|
3.888% |
Ending balance |
|
$ |
1,654,531 |
|
4.422% |
|
|
$ |
2,290,552 |
|
3.958% |
|
$ |
2,463,249 |
|
3.936% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages |
|
$ |
1,657,416 |
|
4.515% |
|
|
$ |
1,894,609 |
|
4.261% |
|
$ |
2,391,706 |
|
3.926% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fluctuations in gains/losses on debt extinguishments is primarily attributable the volume of extinguishments and terms of the related secured debt. During the year ended December 31, 2016, we recorded impairment charges totaling $12,403,000 relating to two properties. Transaction costs represent costs incurred with property acquisitions (including due diligence costs, fees for legal and valuation services, and termination of pre-existing relationships computed based on the fair value of the assets acquired), lease termination fees and other similar costs. The change in transaction costs from year to year is primarily a function of investment volume. The majority of our seniors housing operating properties are formed through partnership interests. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss related to those partnerships where we are the controlling partner.
52
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Outpatient Medical
The following is a summary of our NOI for the outpatient medical segment (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
SSNOI (1) |
|
$ |
242,195 |
|
$ |
245,563 |
|
$ |
3,368 |
|
1% |
|
$ |
250,134 |
|
$ |
4,571 |
|
2% |
|
$ |
7,939 |
|
3% |
||
Non-cash NOI attributable to same store properties (1) |
|
|
8,015 |
|
|
5,186 |
|
|
(2,829) |
|
-35% |
|
|
2,440 |
|
|
(2,746) |
|
-53% |
|
|
(5,575) |
|
-70% |
||
NOI attributable to non same store properties (2) |
|
|
30,904 |
|
|
108,661 |
|
|
77,757 |
|
252% |
|
|
127,690 |
|
|
19,029 |
|
18% |
|
|
96,786 |
|
313% |
||
NOI |
|
$ |
281,114 |
|
$ |
359,410 |
|
$ |
78,296 |
|
28% |
|
$ |
380,264 |
|
$ |
20,854 |
|
6% |
|
$ |
99,150 |
|
35% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
(1) Due to increases in cash and non-cash NOI (described below) related to 176 same store properties. |
||||||||||||||||||||||||||
(2) Primarily due to the acquisition of 54 properties and conversions of construction projects into 17 revenue-generating properties subsequent to January 1, 2013. |
The following is a summary of our results of operations for the outpatient medical segment (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Rental income |
|
$ |
413,129 |
|
$ |
504,121 |
|
$ |
90,992 |
|
22% |
|
$ |
536,490 |
|
$ |
32,369 |
|
6% |
|
$ |
123,361 |
|
30% |
|
|
Interest income |
|
|
3,293 |
|
|
5,853 |
|
|
2,560 |
|
78% |
|
|
3,307 |
|
|
(2,546) |
|
-43% |
|
|
14 |
|
0% |
|
|
Other income |
|
|
1,010 |
|
|
4,684 |
|
|
3,674 |
|
364% |
|
|
5,568 |
|
|
884 |
|
19% |
|
|
4,558 |
|
451% |
|
|
|
|
|
|
417,432 |
|
|
514,658 |
|
|
97,226 |
|
23% |
|
|
545,365 |
|
|
30,707 |
|
6% |
|
|
127,933 |
|
31% |
Property operating expenses |
|
|
136,318 |
|
|
155,248 |
|
|
18,930 |
|
14% |
|
|
165,101 |
|
|
9,853 |
|
6% |
|
|
28,783 |
|
21% |
||
|
Net operating income from continuing operations (NOI) |
|
|
281,114 |
|
|
359,410 |
|
|
78,296 |
|
28% |
|
|
380,264 |
|
|
20,854 |
|
6% |
|
|
99,150 |
|
35% |
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
31,050 |
|
|
27,542 |
|
|
(3,508) |
|
-11% |
|
|
19,087 |
|
|
(8,455) |
|
-31% |
|
|
(11,963) |
|
-39% |
|
|
Depreciation and amortization |
|
|
152,635 |
|
|
186,265 |
|
|
33,630 |
|
22% |
|
|
188,616 |
|
|
2,351 |
|
1% |
|
|
35,981 |
|
24% |
|
|
Transaction costs |
|
|
7,512 |
|
|
2,765 |
|
|
(4,747) |
|
-63% |
|
|
3,687 |
|
|
922 |
|
33% |
|
|
(3,825) |
|
-51% |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
405 |
|
|
- |
|
|
(405) |
|
-100% |
|
|
- |
|
|
- |
|
n/a |
|
|
(405) |
|
-100% |
|
|
Provision for loan losses |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
3,280 |
|
|
3,280 |
|
n/a |
|
|
3,280 |
|
n/a |
|
|
Impairment of assets |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
4,635 |
|
|
4,635 |
|
n/a |
|
|
4,635 |
|
n/a |
|
|
|
|
|
|
191,602 |
|
|
216,572 |
|
|
24,970 |
|
13% |
|
|
219,305 |
|
|
2,733 |
|
1% |
|
|
27,703 |
|
14% |
Income from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
|
89,512 |
|
|
142,838 |
|
|
53,326 |
|
60% |
|
|
160,959 |
|
|
18,121 |
|
13% |
|
|
71,447 |
|
80% |
||
Income tax expense |
|
|
(1,827) |
|
|
245 |
|
|
2,072 |
|
n/a |
|
|
(511) |
|
|
(756) |
|
n/a |
|
|
1,316 |
|
-72% |
||
Income (loss) from unconsolidated entities |
|
|
5,355 |
|
|
2,908 |
|
|
(2,447) |
|
-46% |
|
|
318 |
|
|
(2,590) |
|
-89% |
|
|
(5,037) |
|
-94% |
||
Income from continuing operations |
|
|
93,040 |
|
|
145,991 |
|
|
52,951 |
|
57% |
|
|
160,766 |
|
|
14,775 |
|
10% |
|
|
67,726 |
|
73% |
||
Gain (loss) on real estate dispositions, net |
|
|
906 |
|
|
194,126 |
|
|
193,220 |
|
21,327% |
|
|
(1,228) |
|
|
(195,354) |
|
n/a |
|
|
(2,134) |
|
n/a |
||
Net income (loss) |
|
|
93,946 |
|
|
340,117 |
|
|
246,171 |
|
262% |
|
|
159,538 |
|
|
(180,579) |
|
-53% |
|
|
65,592 |
|
70% |
||
Less: Net income (loss) attributable to noncontrolling interests |
|
|
608 |
|
|
(110) |
|
|
(718) |
|
n/a |
|
|
768 |
|
|
878 |
|
n/a |
|
|
160 |
|
26% |
||
Net income (loss) attributable to common stockholders |
|
$ |
93,338 |
|
$ |
340,227 |
|
$ |
246,889 |
|
265% |
|
$ |
158,770 |
|
$ |
(181,457) |
|
-53% |
|
$ |
65,432 |
|
70% |
The increase in rental income is primarily attributable to the acquisitions of new properties and the conversion of newly constructed outpatient medical properties from which we receive rent. 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. Revenue from real property that is sold would offset revenue increases and, to the extent that revenues from sold properties exceed those from new acquisitions, we would experience decreased revenues. Our leases could renew above or below current rent rates, resulting in an increase or decrease in rental income. For the
53
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
three months ended December 31, 2016, our consolidated outpatient medical portfolio signed 81,930 square feet of new leases and 305,176 square feet of renewals. The weighted-average term of these leases was eight years, with a rate of $35.61 per square foot and tenant improvement and lease commission costs of $18.23 per square foot. Substantially all of these leases during the referenced quarter contain an annual fixed or contingent escalation rent structure ranging from the change in CPI to 5%.
The increase in other income is primarily attributable to the acquisition of a controlling interest in a portfolio of properties that were historically reported as unconsolidated property investments, and subsequent adjustments made to certain contingent receivables.
During the year ended December 31, 2016, we completed five outpatient medical construction projects representing $108,001,000 or $304 per square foot. The following is a summary of outpatient medical construction projects pending as of December 31, 2016 (dollars in thousands):
Location |
|
Square Feet |
|
|
Commitment |
|
|
Balance |
|
Est. Completion |
Wausau, WI |
|
43,883 |
|
$ |
14,100 |
|
$ |
13,125 |
|
1Q17 |
Castle Rock, CO |
|
56,822 |
|
|
13,148 |
|
|
7,290 |
|
1Q17 |
Timmonium, MD |
|
46,000 |
|
|
20,996 |
|
|
10,717 |
|
2Q17 |
Howell, MI |
|
56,211 |
|
|
15,509 |
|
|
7,174 |
|
2Q17 |
Brooklyn, NY |
|
140,955 |
|
|
103,624 |
|
|
39,867 |
|
1Q18 |
Total |
|
343,871 |
|
$ |
167,377 |
|
$ |
78,173 |
|
|
Total interest expense represents secured debt interest expense. The change in secured debt interest expense is primarily due to the net effect and timing of assumptions, extinguishments and principal amortizations. The following is a summary of our outpatient medical secured debt principal activity (dollars in thousands):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||||||||
|
|
December 31, 2014 |
|
December 31, 2015 |
|
December 31, 2016 |
|||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
700,427 |
|
5.999% |
|
$ |
609,268 |
|
5.838% |
|
$ |
627,689 |
|
5.177% |
Debt assumed |
|
|
66,113 |
|
3.670% |
|
|
120,959 |
|
2.113% |
|
|
- |
|
0.000% |
Debt extinguished |
|
|
(141,796) |
|
5.567% |
|
|
(88,182) |
|
5.257% |
|
|
(210,115) |
|
5.970% |
Principal payments |
|
|
(15,476) |
|
5.797% |
|
|
(14,356) |
|
5.975% |
|
|
(13,495) |
|
6.552% |
Ending balance |
|
$ |
609,268 |
|
5.838% |
|
$ |
627,689 |
|
5.177% |
|
$ |
404,079 |
|
4.846% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages |
|
$ |
626,797 |
|
5.928% |
|
$ |
613,155 |
|
5.434% |
|
$ |
536,774 |
|
5.106% |
The increases in property operating expenses and depreciation and amortization are primarily attributable to acquisitions and construction conversions of new outpatient medical facilities for which we incur certain property operating expenses. Transaction costs represent costs incurred with property acquisitions including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships, a lease termination expense and other similar costs. During the year ended December 31, 2016, we recorded a provision for loan loss related to our critical accounting estimate for the allowance for loan losses discussed in “Critical Accounting Policies” and Note 6 to our consolidated financial statements. In addition, we recognized impairment losses on certain held-for-sale properties as the fair value less estimated costs to sell exceeded our carrying values. Income from unconsolidated entities represents our share of net income or losses related to the periods for which we held a joint venture investment with Forest City Enterprises and certain unconsolidated property investments. Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices .
A portion of our outpatient medical properties were formed through partnerships. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.
54
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-Segment/Corporate
The following is a summary of our results of operations for the non-segment/corporate activities (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
$ |
677 |
|
$ |
1,091 |
|
$ |
414 |
|
61% |
|
$ |
939 |
|
$ |
(152) |
|
-14% |
|
$ |
262 |
|
39% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
353,724 |
|
|
365,855 |
|
|
12,131 |
|
3% |
|
|
399,035 |
|
|
33,180 |
|
9% |
|
|
45,311 |
|
13% |
|
Loss (gain) on derivatives, net |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
(2,516) |
|
|
(2,516) |
|
n/a |
|
|
(2,516) |
|
n/a |
|
General and administrative |
|
|
142,943 |
|
|
147,416 |
|
|
4,473 |
|
3% |
|
|
155,241 |
|
|
7,825 |
|
5% |
|
|
12,298 |
|
9% |
|
Loss (gain) on extinguishments of debt, net |
|
|
8,672 |
|
|
24,777 |
|
|
16,105 |
|
186% |
|
|
16,439 |
|
|
(8,338) |
|
-34% |
|
|
7,767 |
|
90% |
|
Other expenses |
|
|
- |
|
|
10,583 |
|
|
10,583 |
|
n/a |
|
|
11,998 |
|
|
1,415 |
|
13% |
|
|
11,998 |
|
n/a |
|
|
|
|
505,339 |
|
|
548,631 |
|
|
43,292 |
|
9% |
|
|
580,197 |
|
|
31,566 |
|
6% |
|
|
74,858 |
|
15% |
Loss from continuing operations before income taxes |
|
|
(504,662) |
|
|
(547,540) |
|
|
(42,878) |
|
8% |
|
|
(579,258) |
|
|
(31,718) |
|
6% |
|
|
(74,596) |
|
15% |
|
Income tax expense |
|
|
- |
|
|
(3,438) |
|
|
(3,438) |
|
n/a |
|
|
24,488 |
|
|
27,926 |
|
n/a |
|
|
24,488 |
|
n/a |
|
Net loss |
|
|
(504,662) |
|
|
(550,978) |
|
|
(46,316) |
|
9% |
|
|
(554,770) |
|
|
(3,792) |
|
1% |
|
|
(50,108) |
|
10% |
|
Preferred stock dividends |
|
|
65,408 |
|
|
65,406 |
|
|
(2) |
|
0% |
|
|
65,406 |
|
|
- |
|
0% |
|
|
(2) |
|
0% |
|
Net loss attributable to common stockholders |
|
$ |
(570,070) |
|
$ |
(616,384) |
|
$ |
(46,314) |
|
8% |
|
$ |
(620,176) |
|
$ |
(3,792) |
|
1% |
|
$ |
(50,106) |
|
9% |
The following is a summary of our non-segment/corporate interest expense (dollars in thousands):
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
2014 |
|
2015 |
|
$ |
|
% |
|
2016 |
|
$ |
|
% |
|
$ |
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured notes |
|
$ |
329,352 |
|
$ |
341,265 |
|
$ |
11,913 |
|
4% |
|
$ |
368,775 |
|
$ |
27,510 |
|
8% |
|
$ |
39,423 |
|
12% |
Secured debt |
|
|
460 |
|
|
357 |
|
|
(103) |
|
-22% |
|
|
310 |
|
|
(47) |
|
-13% |
|
|
(150) |
|
-33% |
Primary unsecured credit facility |
|
|
8,914 |
|
|
10,812 |
|
|
1,898 |
|
21% |
|
|
16,811 |
|
|
5,999 |
|
55% |
|
|
7,897 |
|
89% |
Loan expense |
|
|
14,998 |
|
|
13,421 |
|
|
(1,577) |
|
-11% |
|
|
13,139 |
|
|
(282) |
|
-2% |
|
|
(1,859) |
|
-12% |
Totals |
|
$ |
353,724 |
|
$ |
365,855 |
|
$ |
12,131 |
|
3% |
|
$ |
399,035 |
|
$ |
33,180 |
|
9% |
|
$ |
45,311 |
|
13% |
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments. Please refer to Note 10 to our consolidated financial statements for additional information. The increases in interest expense are attributed to the £500,000,000 Sterling-denominated senior unsecured notes issued in November 2014, the $300,000,000 Canadian-denominated senior unsecured notes issued in November 2015 and the $700,000,000 of 4.25% senior unsecured notes issued in March 2016. Loan expense represents the amortization of deferred loan costs incurred in connection with the issuance and amendments of debt. Loan expense changes are due to amortization of charges for costs incurred in connection with senior unsecured note issuances. The change in interest expense on our primary unsecured credit facility is due primarily to the net effect and timing of draws, paydowns and variable interest rate changes. Please refer to Note 9 of our consolidated financial statements for additional information regarding our primary unsecured credit facility.
General and administrative expenses for 2014 included $19,688,000 of CEO transition costs. Excluding these costs, general and administrative expenses as a percentage of consolidated revenues for the years ended December 31, 2016, 2015 and 2014 were 3.63%, 3.82% and 3.69%, respectively. The loss on extinguishment of debt in 2015 is primarily due to the early extinguishment of the 2016 senior unsecured notes. The loss on extinguishment of debt in 2016 is due to the early extinguishment of the 2017 senior unsecured notes. Other expenses in 2016 and 2015 included costs associated with the departure of executive officers. Other expenses in 2015 also included costs associated with the termination of our investment in a strategic outpatient medical partnership.
55
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Other
Non-GAAP Financial Measures
We believe that net income, as defined by U.S. GAAP, is the most appropriate earnings measurement. However, we consider funds from operations attributable to common stockholders (“FFO”), net operating income from continuing operations (“NOI”), same store 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 FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income attributable to common stockholders, 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.
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 seniors housing operating and medical facility properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated to property operations or transaction costs. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets. SSNOI is used to evaluate the operating performance of our properties under a consistent population which eliminates changes in the composition of our portfolio. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the reporting period subsequent to January 1, 2015. Land parcels, loans and sub-leases as well as any properties acquired, developed/redeveloped, transitioned, sold or classified as held for sale during that period 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.
EBITDA stands for earnings 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.
A covenant in our primary unsecured credit facility contains a financial ratio based on a definition of EBITDA that is specific to that agreement. 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 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.
Other than Adjusted EBITDA, 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. Adjusted EBITDA is used to demonstrate our compliance with a comparable financial covenant in our primary unsecured credit facility and is not being presented for use by investors for any other purpose. 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.
56
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of FFO to net income attributable to common stockholders, the most directly comparable U.S. GAAP measure, for the periods presented. The provisions for depreciation and amortization include provisions for depreciation and amortization from discontinued operations. 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.
|
|
|
Year Ended December 31, |
|||||||
FFO Reconciliation: |
|
2014 |
|
2015 |
|
2016 |
||||
Net income attributable to common stockholders |
|
$ |
446,745 |
|
$ |
818,344 |
|
$ |
1,012,397 |
|
Depreciation and amortization |
|
|
844,130 |
|
|
826,240 |
|
|
901,242 |
|
Impairment of assets |
|
|
- |
|
|
2,220 |
|
|
37,207 |
|
Loss (gain) on sales of properties, net |
|
|
(153,522) |
|
|
(280,387) |
|
|
(364,046) |
|
Noncontrolling interests |
|
|
(37,852) |
|
|
(39,271) |
|
|
(71,527) |
|
Unconsolidated entities |
|
|
74,580 |
|
|
82,494 |
|
|
67,667 |
|
Funds from operations attributable to common stockholders |
|
$ |
1,174,081 |
|
$ |
1,409,640 |
|
$ |
1,582,940 |
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
306,272 |
|
|
348,240 |
|
|
358,275 |
|
Diluted |
|
|
307,747 |
|
|
349,424 |
|
|
360,227 |
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.46 |
|
$ |
2.35 |
|
$ |
2.83 |
|
Diluted |
|
|
1.45 |
|
|
2.34 |
|
|
2.81 |
|
|
|
|
|
|
|
|
|
|
|
Funds from operations attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
3.83 |
|
$ |
4.05 |
|
$ |
4.42 |
|
Diluted |
|
|
3.82 |
|
|
4.03 |
|
|
4.39 |
57
Item 7. 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. Interest expense and the provisions for depreciation and amortization include discontinued operations. Dollars are in thousands.
|
|
|
Year Ended December 31, |
|||||||
Adjusted EBITDA Reconciliation: |
|
2014 |
|
2015 |
|
2016 |
||||
Net income |
|
$ |
512,300 |
|
$ |
888,549 |
|
$ |
1,082,070 |
|
Interest expense |
|
|
481,196 |
|
|
492,169 |
|
|
521,345 |
|
Income tax expense (benefit), net |
|
|
(1,267) |
|
|
6,451 |
|
|
(19,128) |
|
Depreciation and amortization |
|
|
844,130 |
|
|
826,240 |
|
|
901,242 |
|
|
EBITDA |
|
|
1,836,359 |
|
|
2,213,409 |
|
|
2,485,529 |
Stock-based compensation expense |
|
|
32,075 |
|
|
30,844 |
|
|
28,869 |
|
Transaction costs |
|
|
69,538 |
|
|
110,926 |
|
|
42,910 |
|
Provision for loan losses |
|
|
- |
|
|
- |
|
|
10,215 |
|
Loss (gain) on extinguishment of debt, net |
|
|
9,558 |
|
|
34,677 |
|
|
17,214 |
|
Loss/impairment (gain) on sales of properties, net |
|
|
(153,522) |
|
|
(278,167) |
|
|
(326,839) |
|
Loss (gain) on derivatives, net |
|
|
(1,495) |
|
|
(58,427) |
|
|
(2,448) |
|
CEO transition costs |
|
|
10,465 |
|
|
- |
|
|
- |
|
Other expenses |
|
|
10,262 |
|
|
40,636 |
|
|
7,721 |
|
Additional other income |
|
|
- |
|
|
(2,144) |
|
|
(16,664) |
|
Adjusted EBITDA |
|
$ |
1,813,240 |
|
$ |
2,091,754 |
|
$ |
2,246,507 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Interest Coverage Ratio: |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
481,196 |
|
$ |
492,169 |
|
$ |
521,345 |
|
Capitalized interest |
|
|
7,150 |
|
|
8,670 |
|
|
16,943 |
|
Non-cash interest expense |
|
|
(2,427) |
|
|
(2,586) |
|
|
(1,681) |
|
|
Total interest |
|
|
485,919 |
|
|
498,253 |
|
|
536,607 |
Adjusted EBITDA |
|
$ |
1,813,240 |
|
$ |
2,091,754 |
|
$ |
2,246,507 |
|
|
Adjusted interest coverage ratio |
|
|
3.73x |
|
|
4.20x |
|
|
4.19x |
|
|
|
|
|
|
|
|
|
|
|
Adjusted Fixed Charge Coverage Ratio: |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
481,196 |
|
$ |
492,169 |
|
$ |
521,345 |
|
Capitalized interest |
|
|
7,150 |
|
|
8,670 |
|
|
16,943 |
|
Non-cash interest expense |
|
|
(2,427) |
|
|
(2,586) |
|
|
(1,681) |
|
Secured debt principal payments |
|
|
62,280 |
|
|
67,064 |
|
|
74,466 |
|
Preferred dividends |
|
|
65,408 |
|
|
65,406 |
|
|
65,406 |
|
|
Total fixed charges |
|
|
613,607 |
|
|
630,723 |
|
|
676,479 |
Adjusted EBITDA |
|
$ |
1,813,240 |
|
$ |
2,091,754 |
|
$ |
2,246,507 |
|
|
Adjusted fixed charge coverage ratio |
|
|
2.96x |
|
|
3.32x |
|
|
3.32x |
58
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following tables reflect the reconciliation of NOI and SSNOI to net operating income from continuing operations, the most directly comparable U.S. GAAP measure, for the periods presented. Dollar amounts are in thousands.
|
|
|
|
|
Year Ended December 31, |
|||||||
NOI Reconciliation: |
|
2014 |
|
2015 |
|
2016 |
||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
$ |
1,027,866 |
|
$ |
1,175,806 |
|
$ |
1,208,860 |
||
|
Seniors housing operating |
|
|
1,897,571 |
|
|
2,168,271 |
|
|
2,525,996 |
||
|
Outpatient medical |
|
|
417,432 |
|
|
514,658 |
|
|
545,365 |
||
|
Non-segment/corporate |
|
|
677 |
|
|
1,091 |
|
|
939 |
||
|
|
|
Total revenues |
|
|
3,343,546 |
|
|
3,859,826 |
|
|
4,281,160 |
Property operating expenses: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
|
732 |
|
|
- |
|
|
- |
||
|
Seniors housing operating |
|
|
1,266,308 |
|
|
1,467,009 |
|
|
1,711,882 |
||
|
Outpatient medical |
|
|
136,318 |
|
|
155,248 |
|
|
165,101 |
||
|
|
|
Total property operating expenses |
|
|
1,403,358 |
|
|
1,622,257 |
|
|
1,876,983 |
Net operating income: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
|
1,027,134 |
|
|
1,175,806 |
|
|
1,208,860 |
||
|
Seniors housing operating |
|
|
631,263 |
|
|
701,262 |
|
|
814,114 |
||
|
Outpatient medical |
|
|
281,114 |
|
|
359,410 |
|
|
380,264 |
||
|
Non-segment/corporate |
|
|
677 |
|
|
1,091 |
|
|
939 |
||
|
|
|
Net operating income from continuing operations |
|
$ |
1,940,188 |
|
$ |
2,237,569 |
|
$ |
2,404,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
Same Store NOI Reconciliation: |
|
2014 |
|
2015 |
|
2016 |
||||||
Net operating income from continuing operations: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
$ |
1,027,134 |
|
$ |
1,175,806 |
|
$ |
1,208,860 |
||
|
Seniors housing operating |
|
|
631,263 |
|
|
701,262 |
|
|
814,114 |
||
|
Outpatient medical |
|
|
281,114 |
|
|
359,410 |
|
|
380,264 |
||
|
|
|
Total |
|
|
1,939,511 |
|
|
2,236,478 |
|
|
2,403,238 |
Adjustments: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net: |
|
|
|
|
|
|
|
|
|
||
|
|
Non-cash NOI on same store properties |
|
|
(43,448) |
|
|
(53,578) |
|
|
(44,215) |
|
|
|
NOI attributable to non same store properties |
|
|
(447,455) |
|
|
(556,040) |
|
|
(588,881) |
|
|
|
|
Subtotal |
|
|
(490,903) |
|
|
(609,618) |
|
|
(633,096) |
|
Seniors housing operating: |
|
|
|
|
|
|
|
|
|
||
|
|
Non-cash NOI on same store properties |
|
|
1,044 |
|
|
1,003 |
|
|
2,404 |
|
|
|
NOI attributable to non same store properties |
|
|
(6,575) |
|
|
(88,221) |
|
|
(196,668) |
|
|
|
|
Subtotal |
|
|
(5,531) |
|
|
(87,218) |
|
|
(194,264) |
|
Outpatient medical: |
|
|
|
|
|
|
|
|
|
||
|
|
Non-cash NOI on same store properties |
|
|
(8,015) |
|
|
(5,186) |
|
|
(2,440) |
|
|
|
NOI attributable to non same store properties |
|
|
(30,904) |
|
|
(108,661) |
|
|
(127,690) |
|
|
|
|
Subtotal |
|
|
(38,919) |
|
|
(113,847) |
|
|
(130,130) |
|
|
|
Total |
|
|
(535,353) |
|
|
(810,683) |
|
|
(957,490) |
Same store net operating income: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
|
536,231 |
|
|
566,188 |
|
|
575,764 |
||
|
Seniors housing operating |
|
|
625,732 |
|
|
614,044 |
|
|
619,850 |
||
|
Outpatient medical |
|
|
242,195 |
|
|
245,563 |
|
|
250,134 |
||
|
|
|
Total |
|
$ |
1,404,158 |
|
$ |
1,425,795 |
|
$ |
1,445,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Store NOI Property Reconciliation: |
|
|
|
|
|
|
|
|
|
|||
|
Total properties |
|
|
1,313 |
|
|
|
|
|
|
||
|
Acquisitions |
|
|
(335) |
|
|
|
|
|
|
||
|
Developments |
|
|
(44) |
|
|
|
|
|
|
||
|
Disposals/Held-for-sale |
|
|
(72) |
|
|
|
|
|
|
||
|
Segment transitions |
|
|
(2) |
|
|
|
|
|
|
||
|
Other (1) |
|
|
(9) |
|
|
|
|
|
|
||
|
|
Same store properties |
|
|
851 |
|
|
|
|
|
|
|
(1) Includes eight land parcels and one loan. |
59
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions. Management considers accounting estimates or assumptions 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 and the Audit Committee has reviewed the disclosure presented below relating to them. Management believes the current assumptions and other considerations used to estimate amounts reflected in our consolidated financial statements are appropriate and are not reasonably likely to change in the future. However, since these estimates require assumptions to be made that were uncertain at the time the estimate was made, they bear the risk of change. If actual experience differs from the assumptions and other considerations used in estimating amounts reflected in our consolidated financial statements, the resulting changes could have a material adverse effect on our consolidated results of operations, liquidity and/or financial condition. Please refer to Note 2 to our consolidated financial statements for further information on significant accounting policies that impact us and for the impact of new accounting standards, including accounting pronouncements that were issued but not yet adopted by us.
The following table presents information about our critical accounting policies, as well as the material assumptions used to develop each estimate:
60
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
61
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Nature of Critical Accounting Estimate |
Assumptions/Approach Used |
|
Revenue Recognition Revenue is recorded in accordance with U.S. GAAP, which requires that revenue be recognized after four basic criteria are met. These four criteria include persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. If the collectability of revenue is determined incorrectly, the amount and timing of our reported revenue could be significantly affected. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk. Substantially all of our operating leases contain fixed and/or contingent 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. We recognize resident fees and services, other than move-in fees, monthly as services are provided. Lease agreements with residents generally have a term of one year and are cancelable by the resident with 30 days’ notice.
|
We evaluate the collectability of our revenues and related receivables on an on-going basis. We evaluate collectability based on assumptions and other considerations including, but not limited to, the certainty of payment, payment history, the financial strength of the investment’s underlying operations as measured by cash flows and payment coverages, the value of the underlying collateral and guaranties and current economic conditions. If our evaluation indicates that collectability is not reasonably assured, we may place an investment on non-accrual or reserve against all or a portion of current income as an offset to revenue.
|
|
Impairment of Long-Lived Assets We review our long-lived assets for potential impairment in accordance with U.S. GAAP. An impairment charge must be recognized when the carrying value of a long-lived asset is not recoverable. The carrying value is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that a permanent impairment of a long-lived asset has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recognized for the difference between the carrying value and the fair value.
|
The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if there are indicators of impairment. These indicators may include anticipated operating losses at the property level, the tenant’s inability to make rent payments, a decision to dispose of an asset before the end of its estimated useful life and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, then the undiscounted future cash flows from the most likely use of the property are compared to the current net book value. This analysis requires us to determine if indicators of impairment exist and to estimate the most likely stream of cash flows to be generated from the property during the period the property is expected to be held. |
|
62
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates. We seek to mitigate the underlying foreign currency exposures with gains and losses on derivative contracts hedging these exposures. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to match our variable rate investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. This section is a discussion of the risks associated with potential fluctuations in interest rates and foreign currency exchange rates. For additional information, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” and Notes 11 and 16 to our consolidated financial statements.
We historically borrow on our primary unsecured credit facility 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 primary unsecured credit facility. We are subject to risks associated with debt financing, including the risk that existing indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the terms of current indebtedness. The majority of our borrowings were completed under indentures or contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the event that we are unable to raise additional equity or borrow money because of these limitations, our ability to acquire additional properties may be limited.
A change in interest rates will not affect the interest expense associated with our fixed rate debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in the interest rate environment upon maturity of this fixed rate debt could have an effect on our future cash flows and earnings, depending on whether the debt is replaced with other fixed rate debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt instruments whereby we modeled the change in net present values arising from a hypothetical 1% increase in interest rates to determine the instruments’ change in fair value. The following table summarizes the analysis performed as of the dates indicated (in thousands):
|
|
December 31, 2016 |
|
December 31, 2015 |
||||||||
|
|
Principal balance |
|
Fair value change |
|
Principal balance |
|
Fair value change |
||||
Senior unsecured notes |
|
$ |
7,568,832 |
|
$ |
(521,203) |
|
$ |
7,965,107 |
|
$ |
(519,901) |
Secured debt |
|
|
2,489,276 |
|
|
(73,944) |
|
|
2,757,123 |
|
|
(91,376) |
Totals |
|
$ |
10,058,108 |
|
$ |
(595,147) |
|
$ |
10,722,230 |
|
$ |
(611,277) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Our variable rate debt, including our primary unsecured credit facility, is reflected at fair value. At December 31, 2016, we had $2,311,996,000 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 $23,120,000. At December 31, 2015, we had $2,236,733,000 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 $22,367,000.
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 year ended December 31, 2016, 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 $2,000,000. 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, excluding cross currency hedge activity (dollars in thousands):
|
|
December 31, 2016 |
|
December 31, 2015 |
||||||||
|
|
Carrying value |
|
Fair value change |
|
Carrying value |
|
Fair value change |
||||
Foreign currency exchange contracts |
|
$ |
87,962 |
|
$ |
722 |
|
$ |
117,452 |
|
$ |
1,915 |
Debt designated as hedges |
|
|
1,481,591 |
|
|
13,000 |
|
|
1,728,979 |
|
|
13,000 |
Totals |
|
$ |
1,569,553 |
|
$ |
13,722 |
|
$ |
1,846,431 |
|
$ |
14,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
63
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Welltower Inc.
We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Welltower Inc. and subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Welltower Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Toledo , Ohio
February 22, 2017
64
CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
December 31, |
||
|
|
|
|
|
|
2016 |
|
2015 |
||
Assets |
|
(In thousands) |
||||||||
Real estate investments: |
|
|
|
|
|
|
||||
|
Real property owned: |
|
|
|
|
|
|
|||
|
|
Land and land improvements |
|
$ |
2,591,071 |
|
$ |
2,563,445 |
||
|
|
Buildings and improvements |
|
|
24,496,153 |
|
|
25,522,542 |
||
|
|
Acquired lease intangibles |
|
|
1,402,884 |
|
|
1,350,585 |
||
|
|
Real property held for sale, net of accumulated depreciation |
|
|
1,044,859 |
|
|
169,950 |
||
|
|
Construction in progress |
|
|
506,091 |
|
|
258,968 |
||
|
|
|
Gross real property owned |
|
|
30,041,058 |
|
|
29,865,490 |
|
|
|
Less accumulated depreciation and amortization |
|
|
(4,093,494) |
|
|
(3,796,297) |
||
|
|
|
Net real property owned |
|
|
25,947,564 |
|
|
26,069,193 |
|
|
|
Real estate loans receivable |
|
|
622,628 |
|
|
819,492 |
||
|
|
Less allowance for losses on loans receivable |
|
|
(6,563) |
|
|
- |
||
|
|
|
Net real estate loans receivable |
|
|
616,065 |
|
|
819,492 |
|
|
Net real estate investments |
|
|
26,563,629 |
|
|
26,888,685 |
|||
Other assets: |
|
|
|
|
|
|
||||
|
|
Investments in unconsolidated entities |
|
|
457,138 |
|
|
542,281 |
||
|
|
Goodwill |
|
|
68,321 |
|
|
68,321 |
||
|
|
Cash and cash equivalents |
|
|
419,378 |
|
|
360,908 |
||
|
|
Restricted cash |
|
|
187,842 |
|
|
61,782 |
||
|
|
Straight-line receivable |
|
|
342,578 |
|
|
395,562 |
||
|
|
Receivables and other assets |
|
|
826,298 |
|
|
706,306 |
||
|
|
|
Total other assets |
|
|
2,301,555 |
|
|
2,135,160 |
|
Total assets |
|
$ |
28,865,184 |
|
$ |
29,023,845 |
||||
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
||||
|
|
Borrowings under primary unsecured credit facility |
|
$ |
645,000 |
|
$ |
835,000 |
||
|
|
Senior unsecured notes |
|
|
8,161,619 |
|
|
8,548,055 |
||
|
|
Secured debt |
|
|
3,477,699 |
|
|
3,509,142 |
||
|
|
Capital lease obligations |
|
|
73,927 |
|
|
75,489 |
||
|
|
Accrued expenses and other liabilities |
|
|
827,034 |
|
|
697,191 |
||
Total liabilities |
|
|
13,185,279 |
|
|
13,664,877 |
||||
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
|
398,433 |
|
|
183,083 |
||||
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
||||
|
|
Preferred stock |
|
|
1,006,250 |
|
|
1,006,250 |
||
|
|
Common stock |
|
|
363,071 |
|
|
354,811 |
||
|
|
Capital in excess of par value |
|
|
16,999,691 |
|
|
16,478,300 |
||
|
|
Treasury stock |
|
|
(54,741) |
|
|
(44,372) |
||
|
|
Cumulative net income |
|
|
4,803,575 |
|
|
3,725,772 |
||
|
|
Cumulative dividends |
|
|
(8,144,981) |
|
|
(6,846,056) |
||
|
|
Accumulated other comprehensive income (loss) |
|
|
(169,531) |
|
|
(88,243) |
||
|
|
Other equity |
|
|
3,059 |
|
|
4,098 |
||
|
|
|
Total Welltower Inc. stockholders’ equity |
|
|
14,806,393 |
|
|
14,590,560 |
|
|
|
Noncontrolling interests |
|
|
475,079 |
|
|
585,325 |
||
Total equity |
|
|
15,281,472 |
|
|
15,175,885 |
||||
Total liabilities and equity |
|
$ |
28,865,184 |
|
$ |
29,023,845 |
See accompanying notes
65
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data)
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
2016 |
|
2015 |
|
2014 |
|||
Revenues: |
|
|
|
|
|
|
|
|
|
||
|
Rental income |
|
$ |
1,648,815 |
|
$ |
1,598,948 |
|
$ |
1,405,767 |
|
|
Resident fees and services |
|
|
2,504,731 |
|
|
2,158,031 |
|
|
1,892,237 |
|
|
Interest income |
|
|
97,963 |
|
|
84,141 |
|
|
37,667 |
|
|
Other income |
|
|
29,651 |
|
|
18,706 |
|
|
7,875 |
|
|
|
Total revenues |
|
|
4,281,160 |
|
|
3,859,826 |
|
|
3,343,546 |
Expenses: |
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
521,345 |
|
|
492,169 |
|
|
481,039 |
|
|
Property operating expenses |
|
|
1,876,983 |
|
|
1,622,257 |
|
|
1,403,358 |
|
|
Depreciation and amortization |
|
|
901,242 |
|
|
826,240 |
|
|
844,130 |
|
|
General and administrative |
|
|
155,241 |
|
|
147,416 |
|
|
142,943 |
|
|
Transaction costs |
|
|
42,910 |
|
|
110,926 |
|
|
69,538 |
|
|
Loss (gain) on derivatives, net |
|
|
(2,448) |
|
|
(58,427) |
|
|
(1,495) |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
17,214 |
|
|
34,677 |
|
|
9,558 |
|
|
Provision for loan losses |
|
|
10,215 |
|
|
- |
|
|
- |
|
|
Impairment of assets |
|
|
37,207 |
|
|
2,220 |
|
|
- |
|
|
Other expenses |
|
|
11,998 |
|
|
46,231 |
|
|
10,262 |
|
|
|
Total expenses |
|
|
3,571,907 |
|
|
3,223,709 |
|
|
2,959,333 |
Income from continuing operations before income taxes |
|
|
|
|
|
|
|
|
|
||
|
and income from unconsolidated entities |
|
|
709,253 |
|
|
636,117 |
|
|
384,213 |
|
Income tax (expense) benefit |
|
|
19,128 |
|
|
(6,451) |
|
|
1,267 |
||
Income (loss) from unconsolidated entities |
|
|
(10,357) |
|
|
(21,504) |
|
|
(27,426) |
||
Income from continuing operations |
|
|
718,024 |
|
|
608,162 |
|
|
358,054 |
||
Discontinued operations: |
|
|
|
|
|
|
|
|
|
||
|
Gain (loss) on sales of properties, net |
|
|
- |
|
|
- |
|
|
6,411 |
|
|
Income (loss) from discontinued operations, net |
|
|
- |
|
|
- |
|
|
724 |
|
|
|
Discontinued operations, net |
|
|
- |
|
|
- |
|
|
7,135 |
Gain (loss) on real estate dispositions, net |
|
|
364,046 |
|
|
280,387 |
|
|
147,111 |
||
Net income |
|
|
1,082,070 |
|
|
888,549 |
|
|
512,300 |
||
Less: Preferred stock dividends |
|
|
65,406 |
|
|
65,406 |
|
|
65,408 |
||
Less: Net income (loss) attributable to noncontrolling interests (1) |
|
|
4,267 |
|
|
4,799 |
|
|
147 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
1,012,397 |
|
$ |
818,344 |
|
$ |
446,745 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
||
|
Basic |
|
|
358,275 |
|
|
348,240 |
|
|
306,272 |
|
|
Diluted |
|
|
360,227 |
|
|
349,424 |
|
|
307,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
||
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to common |
|
|
|
|
|
|
|
|
|
|
|
|
stockholders, including real estate dispositions |
|
$ |
2.83 |
|
$ |
2.35 |
|
$ |
1.44 |
|
Discontinued operations, net |
|
|
- |
|
|
- |
|
|
0.02 |
|
|
Net income attributable to common stockholders* |
|
$ |
2.83 |
|
$ |
2.35 |
|
$ |
1.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to common |
|
|
|
|
|
|
|
|
|
|
|
|
stockholders, including real estate dispositions |
|
$ |
2.81 |
|
$ |
2.34 |
|
$ |
1.43 |
|
Discontinued operations, net |
|
|
- |
|
|
- |
|
|
0.02 |
|
|
Net income attributable to common stockholders* |
|
$ |
2.81 |
|
$ |
2.34 |
|
$ |
1.45 |
|
|
|
|
|
|
|
|
|
|
|
* Amounts may not sum due to rounding
(1) Includes amounts attributable to redeemable noncontrolling interests
See accompanying notes
66
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
2016 |
|
2015 |
|
2014 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,082,070 |
|
$ |
888,549 |
|
$ |
512,300 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
||
|
Unrecognized gain/(loss) on equity investments |
|
|
5,120 |
|
|
- |
|
|
389 |
|
|
Unrecognized gain/(loss) on cash flow hedges |
|
|
1,414 |
|
|
(766) |
|
|
4,409 |
|
|
Unrecognized actuarial gain/(loss) |
|
|
190 |
|
|
246 |
|
|
(137) |
|
|
Foreign currency translation gain/(loss) |
|
|
(85,557) |
|
|
(46,679) |
|
|
(71,964) |
|
Total other comprehensive income (loss) |
|
|
(78,833) |
|
|
(47,199) |
|
|
(67,303) |
||
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
1,003,237 |
|
|
841,350 |
|
|
444,997 |
||
Less: Total comprehensive income (loss) attributable to noncontrolling interests (1) |
|
|
6,722 |
|
|
(31,166) |
|
|
(14,678) |
||
Total comprehensive income attributable to stockholders |
|
$ |
996,515 |
|
$ |
872,516 |
|
$ |
459,675 |
||
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes amounts attributable to redeemable noncontrolling interests. |
|
|
|
See accompanying notes
67
CONSOLIDATED STATEMENTS OF EQUITY
WELLTOWER INC. AND SUBSIDIARIES
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
Capital in |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
||
|
|
|
Preferred |
Common |
Excess of |
Treasury |
Cumulative |
Cumulative |
Comprehensive |
Other |
Noncontrolling |
|
|
|||||||||
|
|
|
Stock |
Stock |
Par Value |
Stock |
Net Income |
Dividends |
Income |
Equity |
Interests |
Total |
||||||||||
Balances at December 31, 2013 |
$ |
1,017,361 |
$ |
289,461 |
$ |
12,418,520 |
$ |
(21,263) |
$ |
2,329,869 |
$ |
(4,600,854) |
$ |
(24,531) |
$ |
6,020 |
$ |
341,748 |
$ |
11,756,331 |
||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net income |
|
|
|
|
|
|
|
|
|
512,153 |
|
|
|
|
|
|
|
(342) |
|
511,811 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(52,478) |
|
|
|
(14,825) |
|
(67,303) |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
444,508 |
||
Net change in noncontrolling interests |
|
|
|
|
|
(17,653) |
|
|
|
|
|
|
|
|
|
|
|
(28,685) |
|
(46,338) |
||
Amounts related to issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
from dividend reinvestment and stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plans, net of forfeitures |
|
|
|
337 |
|
22,710 |
|
(13,978) |
|
|
|
|
|
|
|
(1,425) |
|
|
|
7,644 |
|
Net proceeds from sale of common stock |
|
|
|
38,546 |
|
2,305,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,343,868 |
||
Equity component of convertible debt |
|
|
|
258 |
|
935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,193 |
||
Conversion of preferred stock |
|
(11,111) |
|
233 |
|
10,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
||
Option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
912 |
|
|
|
912 |
||
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Common stock cash dividends |
|
|
|
|
|
|
|
|
|
|
|
(969,661) |
|
|
|
|
|
|
|
(969,661) |
|
|
Preferred stock cash dividends |
|
|
|
|
|
|
|
|
|
|
|
(65,408) |
|
|
|
|
|
|
|
(65,408) |
|
Balances at December 31, 2014 |
|
1,006,250 |
|
328,835 |
|
14,740,712 |
|
(35,241) |
|
2,842,022 |
|
(5,635,923) |
|
(77,009) |
|
5,507 |
|
297,896 |
|
13,473,049 |
||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net income |
|
|
|
|
|
|
|
|
|
883,750 |
|
|
|
|
|
|
|
4,878 |
|
888,628 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,234) |
|
|
|
(35,965) |
|
(47,199) |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
841,429 |
||
Net change in noncontrolling interests |
|
|
|
|
|
(23,077) |
|
|
|
|
|
|
|
|
|
|
|
318,516 |
|
295,439 |
||
Amounts related to issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
incentive plans, net of forfeitures |
|
|
|
126 |
|
25,053 |
|
(9,131) |
|
|
|
|
|
|
|
(2,107) |
|
|
|
13,941 |
|
Net proceeds from sale of common stock |
|
|
|
24,520 |
|
1,730,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,754,701 |
||
Equity component of convertible debt |
|
|
|
1,330 |
|
5,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,761 |
||
Option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
698 |
|
|
|
698 |
||
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Common stock cash dividends |
|
|
|
|
|
|
|
|
|
|
|
(1,144,727) |
|
|
|
|
|
|
|
(1,144,727) |
|
|
Preferred stock cash dividends |
|
|
|
|
|
|
|
|
|
|
|
(65,406) |
|
|
|
|
|
|
|
(65,406) |
|
Balances at December 31, 2015 |
|
1,006,250 |
|
354,811 |
|
16,478,300 |
|
(44,372) |
|
3,725,772 |
|
(6,846,056) |
|
(88,243) |
|
4,098 |
|
585,325 |
|
15,175,885 |
||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net income |
|
|
|
|
|
|
|
|
|
1,077,803 |
|
|
|
|
|
|
|
9,277 |
|
1,087,080 |
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(81,288) |
|
|
|
2,455 |
|
(78,833) |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,008,247 |
||
Net change in noncontrolling interests |
|
|
|
|
|
(51,478) |
|
|
|
|
|
|
|
|
|
|
|
(121,978) |
|
(173,456) |
||
Amounts related to issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
from dividend reinvestment and stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plans, net of forfeitures |
|
|
|
839 |
|
46,938 |
|
(10,369) |
|
|
|
|
|
|
|
(1,305) |
|
|
|
36,103 |
|
Net proceeds from sale of common stock |
|
|
|
7,421 |
|
525,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
533,352 |
||
Option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266 |
|
|
|
266 |
||
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Common stock cash dividends |
|
|
|
|
|
|
|
|
|
|
|
(1,233,519) |
|
|
|
|
|
|
|
(1,233,519) |
|
|
Preferred stock cash dividends |
|
|
|
|
|
|
|
|
|
|
|
(65,406) |
|
|
|
|
|
|
|
(65,406) |
|
Balances at December 31, 2016 |
$ |
1,006,250 |
$ |
363,071 |
$ |
16,999,691 |
$ |
(54,741) |
$ |
4,803,575 |
$ |
(8,144,981) |
$ |
(169,531) |
$ |
3,059 |
$ |
475,079 |
$ |
15,281,472 |
See accompanying notes
68
CONSOLIDATED STATEMENTS OF CASH FLOWS
WELLTOWER INC. AND SUBSIDIARIES
|
|
|
|
|
Year Ended December 31, |
|||||||
(In thousands) |
|
2016 |
|
2015 |
|
2014 |
||||||
Operating activities |
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
1,082,070 |
|
$ |
888,549 |
|
$ |
512,300 |
|||
Adjustments to reconcile net income to |
|
|
|
|
|
|
|
|
|
|||
|
net cash provided from (used in) operating activities: |
|
|
|
|
|
|
|
|
|
||
|
|
Depreciation and amortization |
|
|
901,242 |
|
|
826,240 |
|
|
844,130 |
|
|
|
Other amortization expenses |
|
|
8,822 |
|
|
4,991 |
|
|
6,971 |
|
|
|
Provision for loan losses |
|
|
10,215 |
|
|
- |
|
|
- |
|
|
|
Impairment of assets |
|
|
37,207 |
|
|
2,220 |
|
|
- |
|
|
|
Stock-based compensation expense |
|
|
28,869 |
|
|
30,844 |
|
|
32,075 |
|
|
|
Loss (gain) on derivatives, net |
|
|
(2,448) |
|
|
(58,427) |
|
|
(1,495) |
|
|
|
Loss (gain) on extinguishment of debt, net |
|
|
17,214 |
|
|
34,677 |
|
|
9,558 |
|
|
|
Loss (income) from unconsolidated entities |
|
|
10,357 |
|
|
21,504 |
|
|
27,426 |
|
|
|
Rental income in excess of cash received |
|
|
(83,233) |
|
|
(115,756) |
|
|
(74,552) |
|
|
|
Amortization related to above (below) market leases, net |
|
|
322 |
|
|
4,018 |
|
|
739 |
|
|
|
Loss (gain) on sales of properties, net |
|
|
(364,046) |
|
|
(280,387) |
|
|
(153,522) |
|
|
|
Other (income) expense, net |
|
|
(4,853) |
|
|
31,979 |
|
|
- |
|
|
|
Distributions by unconsolidated entities |
|
|
1,065 |
|
|
637 |
|
|
9,060 |
|
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
3,929 |
|
|
(18,099) |
|
|
(48,381) |
|
|
|
Decrease (increase) in receivables and other assets |
|
|
(18,037) |
|
|
478 |
|
|
(25,639) |
|
Net cash provided from (used in) operating activities |
|
|
1,628,695 |
|
|
1,373,468 |
|
|
1,138,670 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|||
|
Cash disbursed for acquisitions |
|
|
(2,145,590) |
|
|
(3,364,891) |
|
|
(2,210,600) |
||
|
Cash disbursed for capital improvements to existing properties |
|
|
(219,146) |
|
|
(187,752) |
|
|
(132,780) |
||
|
Cash disbursed for construction in progress |
|
|
(403,131) |
|
|
(244,561) |
|
|
(197,881) |
||
|
Capitalized interest |
|
|
(16,943) |
|
|
(8,670) |
|
|
(7,150) |
||
|
Investment in real estate loans receivable |
|
|
(129,884) |
|
|
(598,722) |
|
|
(202,207) |
||
|
Other investments, net of payments |
|
|
4,760 |
|
|
(141,994) |
|
|
(100,033) |
||
|
Principal collected on real estate loans receivable |
|
|
249,552 |
|
|
131,830 |
|
|
105,496 |
||
|
Contributions to unconsolidated entities |
|
|
(101,415) |
|
|
(160,323) |
|
|
(353,496) |
||
|
Distributions by unconsolidated entities |
|
|
119,723 |
|
|
130,880 |
|
|
57,183 |
||
|
Proceeds from (payments on) derivatives |
|
|
108,347 |
|
|
106,360 |
|
|
10,269 |
||
|
Decrease (increase) in restricted cash |
|
|
(125,844) |
|
|
29,719 |
|
|
(6,072) |
||
|
Proceeds from sales of real property |
|
|
2,350,068 |
|
|
823,964 |
|
|
911,065 |
||
Net cash provided from (used in) investing activities |
|
|
(309,503) |
|
|
(3,484,160) |
|
|
(2,126,206) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|||
|
Net increase (decrease) under unsecured credit facilities |
|
|
(190,000) |
|
|
835,000 |
|
|
(130,000) |
||
|
Proceeds from issuance of senior unsecured notes |
|
|
693,560 |
|
|
1,451,434 |
|
|
773,992 |
||
|
Payments to extinguish senior unsecured notes |
|
|
(865,863) |
|
|
(558,830) |
|
|
(365,188) |
||
|
Net proceeds from the issuance of secured debt |
|
|
460,015 |
|
|
228,685 |
|
|
109,503 |
||
|
Payments on secured debt |
|
|
(563,759) |
|
|
(573,390) |
|
|
(341,839) |
||
|
Net proceeds from the issuance of common stock |
|
|
534,194 |
|
|
1,755,722 |
|
|
2,343,868 |
||
|
Decrease (increase) in deferred loan expenses |
|
|
(22,196) |
|
|
(11,513) |
|
|
(16,782) |
||
|
Contributions by noncontrolling interests (1) |
|
|
148,666 |
|
|
173,018 |
|
|
9,962 |
||
|
Distributions to noncontrolling interests (1) |
|
|
(134,578) |
|
|
(50,877) |
|
|
(43,691) |
||
|
Acquisitions of noncontrolling interests |
|
|
- |
|
|
(5,663) |
|
|
(1,175) |
||
|
Cash distributions to stockholders |
|
|
(1,298,925) |
|
|
(1,210,133) |
|
|
(1,035,069) |
||
|
Other financing activities |
|
|
(1,562) |
|
|
(27,004) |
|
|
(409) |
||
Net cash provided from (used in) financing activities |
|
|
(1,240,448) |
|
|
2,006,449 |
|
|
1,303,172 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency translation on cash and cash equivalents |
|
|
(20,274) |
|
|
(8,575) |
|
|
(690) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
58,470 |
|
|
(112,818) |
|
|
314,946 |
|||
Cash and cash equivalents at beginning of period |
|
|
360,908 |
|
|
473,726 |
|
|
158,780 |
|||
Cash and cash equivalents at end of period |
|
$ |
419,378 |
|
$ |
360,908 |
|
$ |
473,726 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|||
|
Interest paid |
|
$ |
541,545 |
|
$ |
492,771 |
|
$ |
504,165 |
||
|
Income taxes paid |
|
|
8,011 |
|
|
12,214 |
|
|
18,548 |
(1) Includes amounts attributable to redeemable noncontrolling interests.
See accompanying notes.
69
1. Business
Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower TM , a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. Founded in 1970, we were the first REIT to invest exclusively in health care facilities.
2. Accounting Policies and Related Matters
Principles of Consolidation
The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture (“JV”) entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of JV transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated on a continuous basis. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance. For investments in JVs, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue is recorded in accordance with U.S. GAAP, which requires that revenue be recognized after four basic criteria are met. These four criteria include persuasive evidence of an arrangement, the rendering of service, fixed and determinable income and reasonably assured collectability. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risk. Substantially all of our operating leases 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. Certain payments made to operators are treated as lease incentives and amortized as a reduction of revenue over the lease term. We recognize resident fees and services, other than move-in fees, monthly as services are provided. Lease agreements with residents generally have a term of one year and are cancelable by the resident with 30 days’ notice.
Cash and cash equivalents consist of all highly liquid investments with an original maturity of three months or less.
Restricted cash primarily consists of amounts held by lenders to provide future payments for real estate taxes, insurance, tenant and capital improvements, amounts held in escrow relating to acquisitions we are entitled to receive over a period of time as outlined in the escrow agreement and net proceeds from property sales that were executed as tax-deferred dispositions. At December 31, 2016, $138,281,000 of sales proceeds is on deposit in an Internal Revenue Code Section 1031 exchange escrow account with a qualified intermediary.
70
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred loan expenses are costs incurred by us in connection with the issuance, assumption and amendments of debt arrangements. Deferred loan expenses related to debt instruments, excluding the primary unsecured credit facility, are recorded as a reduction of the related debt liability. Deferred loan expenses related to the primary unsecured credit facility are included in other assets. We amortize these costs over the term of the debt using the straight-line method, which approximates the effective interest method.
Investments in Unconsolidated Entities
Investments in entities that we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method, our share of the investee’s earnings or losses is included in our consolidated results of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest inclusive of transaction costs. To the extent that our cost basis is different from the basis reflected at the entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the entity. We evaluate our equity method investments for impairment based upon a comparison of the estimated fair value of the equity method investment to its carrying value. When we determine a decline in the estimated fair value of such an investment below its carrying value is other-than-temporary, an impairment is recorded.
We classify marketable securities as available-for-sale. These securities are carried at their fair value with unrealized gains and losses recognized in stockholders’ equity as a component of accumulated other comprehensive income (loss). When we determine declines in fair value of marketable securities are other-than-temporary, a loss is recognized in earnings.
Redeemable Noncontrolling Interests
Certain noncontrolling interests are redeemable at fair value. Accordingly, we record the carrying amount of the noncontrolling interests at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss and dividends or (ii) the redemption value. If it is probable that the interests will be redeemed in the future, we accrete the carrying value to the redemption value over the period until expected redemption, currently a weighted-average period of approximately four years. In accordance with ASC 810, the redeemable noncontrolling interests are classified outside of permanent equity, as a mezzanine item, in the balance sheet. At December 31, 2016, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $398,433,000 by $70,818,000.
During the year ended December 31, 2016, we determined that an immaterial portion of our noncontrolling interests related to a 2015 transaction was misclassified in permanent equity rather than temporary equity based on a redemption feature of the partnership agreement. We have corrected the $114,714,000 misclassification by recording the change in the consolidated statement of equity for the year ended December 31, 2016.
During 2014 and 2015, we entered into DownREIT partnerships which give a real estate seller the ability to exchange its property on a tax deferred basis for equity membership interests (“OP units”). The OP units may be redeemed any time following the first anniversary of the date of issuance at the election of the holders for one share of our common stock per unit or, at our option, cash.
Real property developed by us is recorded at cost, including the capitalization of construction period interest. Expenditures for repairs and maintenance are expensed as incurred. Property acquisitions are accounted for as business combinations where we measure the assets acquired, liabilities (including assumed debt and contingencies) and any noncontrolling interests at their fair values on the acquisition date. The cost of real property acquired, which represents substantially all of the purchase price, is allocated to net tangible and identifiable intangible assets based on their respective fair values. These properties are depreciated on a straight-line basis over their estimated useful lives which range from 15 to 40 years for buildings and 5 to 15 years for improvements. Tangible assets primarily consist of land, buildings and improvements, including those related to capital leases. We consider costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investment activities in our statement of cash flows.
The remaining purchase price is allocated among identifiable intangible assets primarily consisting of the above or below market component of in-place leases and the value associated with the presence of in-place tenants or residents. The value allocable to the above or below market component of the acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities in the balance sheet and are amortized to rental income over the remaining terms of the respective leases.
71
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors . The total amount of other intangible assets acquired is further allocated to in-place lease values for in-place residents with such value representing (i) value associated with lost revenue related to tenant reimbursable operating costs that would be incurred in an assumed re-leasing period, and (ii) value associated with lost rental revenue from existing leases during an assumed re-leasing period. This intangible asset will be amortized over the remaining life of the lease.
The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that the assets may be impaired or that the depreciable life may need to be changed. We consider external factors relating to each asset and the existence of a master lease which may link the cash flows of an individual asset to a larger portfolio of assets leased to the same tenant. If these factors and the projected undiscounted cash flows of the asset over the remaining depreciation period indicate that the asset will not be recoverable, the carrying value is reduced to the estimated fair market value. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us.
Capitalization of Construction Period Interest
We capitalize interest costs associated with funds used for the construction of properties owned directly by us. The amount capitalized is based upon the balance outstanding during the construction period using the rate of interest which approximates our cost of financing. Our interest expense reflected in the consolidated statements of comprehensive income has been reduced by the amounts capitalized.
We recognize sales of assets only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are recorded as deposits and classified as other assets on our consolidated balance sheets. Gains on assets sold are recognized using the full accrual method upon closing when (i) the collectability of the sales price is reasonably assured, (ii) we are not obligated to perform significant activities after the sale to earn the profit, (iii) we have received adequate initial investment from the purchaser and (iv) other profit recognition criteria have been satisfied. Gains may be deferred in whole or in part until the sales satisfy the requirements of gain recognition on sales of real estate.
Real estate loans receivable consist of mortgage loans and other real estate loans. Interest income on loans is recognized as earned based upon the principal amount outstanding subject to an evaluation of collectability risks. The loans are primarily collateralized by a first, second or third mortgage lien, a leasehold mortgage on, or an assignment of the partnership interest in, the related properties, corporate guaranties and/or personal guaranties.
Allowance for Losses on Loans Receivable
The allowance for losses on loans receivable is maintained at a level believed adequate to absorb potential losses in our loans receivable. The determination of the allowance is based on a quarterly evaluation of these loans, including general economic conditions and estimated collectability of loan payments. We evaluate the collectability of our loans receivable based on a combination of factors, including, but not limited to, delinquency status, historical loan charge-offs, financial strength of the borrower and guarantors and value of the underlying collateral. If such factors indicate that there is greater risk of loan charge-offs, additional allowances or placement on non-accrual status may be required. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due as scheduled according to the contractual terms of the original loan agreement. Consistent with this definition, all loans on non-accrual are deemed impaired. To the extent circumstances improve and the risk of collectability is diminished, we will return these loans to full accrual status. While a loan is on non-accrual status, any cash receipts are applied against the outstanding principal balance. Any loans with collectability concerns are subjected to a projected payoff valuation. The valuation is based on the expected future cash flows and/or the estimated fair value of the underlying collateral. The valuation is compared to the outstanding balance to determine the reserve needed for each loan. We may base our valuation on a loan’s observable market price, if any, or the fair value of collateral, net of sales costs, if the repayment of the loan is expected to be provided solely by the collateral.
We account for goodwill in accordance with U.S. GAAP. Goodwill is tested annually for impairment and is tested for impairment
72
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. We have not had any goodwill impairments.
Fair Value of Derivative Instruments
Derivatives are recorded at fair value on the balance sheet as assets or liabilities. The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values of our derivatives are estimated by pricing models that consider the forward yield curves and discount rates. The fair value of our forward exchange contracts are estimated by pricing models that consider foreign currency spot rates, forward trade rates and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. See Note 11 for additional information.
We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our first taxable year, and made no provision for federal income tax purposes prior to our acquisition of our “taxable REIT subsidiaries.” As a result of these as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as taxable REIT subsidiaries under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 18 for additional information.
Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our consolidated balance sheets. We record transaction gains and losses in our consolidated statements of comprehensive income.
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding for the period adjusted for non-vested shares of restricted stock. The computation of diluted earnings per share is similar to basic earnings per share, except that the number of shares is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued.
Certain amounts in prior years have been reclassified to conform to current year presentation.
During the year ended December 31, 2016, we identified and corrected an immaterial mathematical error in the Consolidated Statement of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013. The error affected only the financial statement line item of “total comprehensive income attributable to stockholders” in the Consolidated Statement of Comprehensive Income. Total comprehensive income and total accumulated comprehensive income for all periods presented were not impacted. Additionally, no other line items within any of the other financial statements and none of the footnotes were impacted. The error resulted in an understatement of total comprehensive income attributable to stockholders of $62,332,000, $29,356,000 and $26,534,000 for the years ended December 31, 2015, 2014 and 2013, respectively. See the Consolidated Statement of Comprehensive Income for corrected total comprehensive income attributable to stockholders.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer
73
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted beginning after December 15, 2016. A reporting entity may apply the new standard using either a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. We are currently evaluating the impact of the adoption on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. A significant source of revenue for the Company is generated through leasing arrangements, which are specifically excluded from the new standard. We expect that the new standard will affect our accounting policies related to non-lease revenue, including certain fees in our RIDEA joint ventures, common area maintenance in our outpatient medical properties and real estate sales. Under 2014-09, revenue recognition for real estate sales is mainly based on the transfer of control versus current guidance of continuing involvement. We expect that the new guidance will result in more transactions qualifying as sales of real estate and being recognized at an earlier date than under the current guidance.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”), which makes certain changes to both the variable interest model and the voting interest model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. We adopted ASU 2015-02 on January 1, 2016. This guidance did not have a significant impact on our consolidated financial statements.
In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”) to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted ASU 2015-16 on January 1, 2016. This guidance did not have a significant impact on our consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which will require entities to measure their investments at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The practicability exception will be available for equity investments that do not have readily determinable fair values. ASU 2016-01 is effective for fiscal years and interim periods within those years, beginning after December 15, 2017. We are currently evaluating the impact that the standard will have on our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on their balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their income statements over the lease term. It will also require disclosures designed to give financial statement users information regarding amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are currently evaluating the impact of this guidance on our consolidated financial statements. We believe that the adoption of this standard will likely have a material impact to our consolidated balance sheet for the recognition of certain operating leases as right-of-use assets and lease liabilities. Our operating lease obligations are described in Note 12 of the consolidated financial statements. We are in the process of analyzing our lease portfolio and evaluating systems to comply with the standard’s retrospective adoption requirements.
In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting”. This standard simplifies the accounting treatment for excess tax benefits and deficiencies, forfeitures, and cash flow considerations related to share-based compensation. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. We are currently evaluating the impact of the standard; however, we do not expect its adoption to have a significant impact on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments”. This standard requires a new forward-looking “expected loss” model to be used for receivables, held-to-maturity debt, loans, and other instruments. ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019, and early adoption is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business”. This standard changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. ASU 2017-01 is
74
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. A reporting entity must apply ASU 2017-01 using a prospective approach. Upon adoption, we expect that the majority of our real estate acquisitions will be deemed asset acquisitions rather than business combinations. We will record identifiable assets acquired, liabilities assumed and any noncontrolling interests associated with any asset acquisitions at cost on a relative fair value basis and will capitalize transaction costs. Furthermore, contingent considerations associated with asset acquisitions will be recorded when the contingency is resolved.
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 respective 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 property acquisitions, including due diligence costs, fees for legal and valuation services and termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. See Note 2 for information regarding our foreign currency policies. During the year ended December 31, 2016, we finalized our purchase price allocation of certain previously reported acquisitions and there were no material changes from those previously disclosed.
Triple-Net Activity
The following provides our purchase price allocations and other triple-net real property investment activity for the periods presented (in thousands):
75
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Seniors Housing Operating Activity
Acquisitions of seniors housing operating properties are structured under RIDEA, which is described in Note 18. This structure results in the inclusion of all resident revenues and related property operating expenses from the operation of these qualified health care properties in our consolidated statements of comprehensive income.
The following is a summary of our seniors housing operating real property investment activity for the periods presented (in thousands):
76
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Outpatient Medical Activity
Accrued contingent consideration related to certain outpatient medical acquisitions was $0, $0 and $27,374,000 as of December 31, 2016, 2015 and 2014, respectively. The following is a summary of our outpatient medical real property investment activity for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
2016 (1) |
|
|
2015 |
|
|
2014 |
Land and land improvements |
|
$ |
5,738 |
|
$ |
223,708 |
|
$ |
63,129 |
|
Buildings and improvements |
|
|
46,056 |
|
|
614,770 |
|
|
567,847 |
|
Acquired lease intangibles |
|
|
4,592 |
|
|
45,226 |
|
|
46,661 |
|
Receivables and other assets |
|
|
- |
|
|
939 |
|
|
- |
|
|
Total assets acquired (2) |
|
|
56,386 |
|
|
884,643 |
|
|
677,637 |
Secured debt |
|
|
- |
|
|
(120,977) |
|
|
(66,113) |
|
Accrued expenses and other liabilities |
|
|
(1,670) |
|
|
(7,777) |
|
|
(22,293) |
|
|
Total liabilities assumed |
|
|
(1,670) |
|
|
(128,754) |
|
|
(88,406) |
Noncontrolling interests |
|
|
- |
|
|
(76,535) |
|
|
(39,987) |
|
Non-cash acquisition related activity |
|
|
(15,013) (3) |
|
|
(27,025) (4) |
|
|
(45,836) (3) |
|
Cash disbursed for acquisitions |
|
|
39,703 |
|
|
652,329 |
|
|
503,408 |
|
Construction in progress additions |
|
|
113,933 |
|
|
70,560 |
|
|
99,878 |
|
Less: Capitalized interest |
|
|
(3,723) |
|
|
(1,286) |
|
|
(1,854) |
|
Accruals (5) |
|
|
(19,321) |
|
|
(1,921) |
|
|
(26,437) |
|
Cash disbursed for construction in progress |
|
|
90,889 |
|
|
67,353 |
|
|
71,587 |
|
Capital improvements to existing properties |
|
|
47,870 |
|
|
38,151 |
|
|
27,076 |
|
|
Total cash invested in real property, net of cash acquired |
|
$ |
178,462 |
|
$ |
757,833 |
|
$ |
602,071 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes acquisitions with an aggregate purchase price of $18,784,000 for which the allocation of the purchase price consideration is preliminary and subject to change. |
|||||||||
|
(2) Excludes $0, $5,522,000 and $0 of cash acquired during the years ended December 31, 2016, 2015 and 2014, respectively. |
|||||||||
|
(3) The non-cash activity relates to the acquisition of assets previously financed as real estate loans. Please refer to Note 6 for additional information. |
|||||||||
|
(4) The non-cash activity relates to the acquisition of a controlling interest in a portfolio of properties that was historically reported as an unconsolidated property investment. |
|||||||||
|
(5) Represents non-cash consideration accruals for amounts to be paid in future periods relating to properties that converted in the periods noted above. |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
Construction Activity
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
|||
|
Development projects: |
|
|
|
|
|
|
|
|
|
|
|
|
Triple-net |
|
$ |
46,094 |
|
$ |
104,844 |
|
$ |
71,569 |
|
|
Seniors housing operating |
|
|
18,979 |
|
|
19,869 |
|
|
- |
|
|
Outpatient medical |
|
|
108,001 |
|
|
16,592 |
|
|
127,290 |
|
|
Total development projects |
|
|
173,074 |
|
|
141,305 |
|
|
198,859 |
|
Expansion projects |
|
|
11,363 |
|
|
38,808 |
|
|
24,804 |
|
Total construction in progress conversions |
|
$ |
184,437 |
|
$ |
180,113 |
|
$ |
223,663 |
||
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2016, future minimum lease payments receivable under operating leases (excluding properties in our seniors housing operating partnerships and excluding any operating expense reimbursements) are as follows (in thousands):
77
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
2017 |
|
$ |
1,258,565 |
2018 |
|
|
1,243,041 |
2019 |
|
|
1,196,065 |
2020 |
|
|
1,178,410 |
2021 |
|
|
1,126,074 |
Thereafter |
|
|
8,459,291 |
Totals |
|
$ |
14,461,446 |
|
|
|
|
4. Real Estate Intangibles
The following is a summary of our real estate intangibles, excluding those classified as held for sale, as of the dates indicated (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
||
Assets: |
|
|
|
|
|
|
|
|
In place lease intangibles |
|
$ |
1,252,143 |
|
$ |
1,179,537 |
|
Above market tenant leases |
|
|
61,700 |
|
|
67,529 |
|
Below market ground leases |
|
|
61,628 |
|
|
80,224 |
|
Lease commissions |
|
|
27,413 |
|
|
23,295 |
|
Gross historical cost |
|
|
1,402,884 |
|
|
1,350,585 |
|
Accumulated amortization |
|
|
(966,714) |
|
|
(881,096) |
|
Net book value |
|
$ |
436,170 |
|
$ |
469,489 |
|
|
|
|
|
|
|
|
|
Weighted-average amortization period in years |
|
|
13.7 |
|
|
13.4 |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Below market tenant leases |
|
$ |
89,468 |
|
$ |
93,089 |
|
Above market ground leases |
|
|
8,107 |
|
|
7,907 |
|
Gross historical cost |
|
|
97,575 |
|
|
100,996 |
|
Accumulated amortization |
|
|
(52,134) |
|
|
(46,048) |
|
Net book value |
|
$ |
45,441 |
|
$ |
54,948 |
|
|
|
|
|
|
|
|
|
Weighted-average amortization period in years |
|
|
15.2 |
|
|
14.5 |
|
|
|
|
|
|
|
|
The following is a summary of real estate intangible amortization for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Rental income related to above/below market tenant leases, net |
|
$ |
919 |
|
$ |
(2,746) |
|
$ |
509 |
Property operating expenses related to above/below market ground leases, net |
|
|
(1,241) |
|
|
(1,272) |
|
|
(1,248) |
Depreciation and amortization related to in place lease intangibles and lease commissions |
|
|
(132,141) |
|
|
(115,855) |
|
|
(214,966) |
|
|
|
|
|
|
|
|
|
|
The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):
78
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
Liabilities |
2017 |
|
$ |
141,094 |
|
$ |
6,544 |
2018 |
|
|
78,905 |
|
|
5,959 |
2019 |
|
|
33,228 |
|
|
5,551 |
2020 |
|
|
22,958 |
|
|
5,074 |
2021 |
|
|
19,045 |
|
|
4,586 |
Thereafter |
|
|
140,940 |
|
|
17,727 |
Totals |
|
$ |
436,170 |
|
$ |
45,441 |
|
|
|
|
|
|
|
5. Dispositions, Assets Held for Sale and Discontinued Operations
We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (e.g. property type, operator or geography). Impairment of assets, as reflected in our consolidated statements of comprehensive income, primarily represents the charges necessary to adjust the carrying values of certain properties to estimated fair values less costs to sell. The following is a summary of our real property disposition activity for the periods presented (in thousands):
During the year ended December 31, 2016, we completed two portfolio dispositions of properties leased to Genesis Healthcare for which we received loans for termination fees relating to the properties sold under the master lease. At December 31, 2016, $74,445,000 of principal is outstanding on the loans. The related termination fee income will be deferred and recognized as the principal balance of the loans are repaid.
Dispositions and Assets Held for Sale
Pursuant to our adoption of ASU No. 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” (ASU 2014-08”), 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|||||||
|
|
|
December 31, |
|
|||||||
|
|
|
2016 |
|
2015 |
|
2014 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
310,390 |
|
$ |
352,615 |
|
$ |
401,640 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
49,599 |
|
|
64,741 |
|
|
80,893 |
|
|
Property operating expenses |
|
|
10,846 |
|
|
12,117 |
|
|
14,127 |
|
|
Provision for depreciation |
|
|
68,280 |
|
|
88,580 |
|
|
111,593 |
|
|
Total expenses |
|
|
128,725 |
|
|
165,438 |
|
|
206,613 |
|
Income (loss) from real estate dispositions, net |
|
$ |
181,665 |
|
$ |
187,177 |
|
$ |
195,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Real Estate Loans Receivable
The following is a summary of our real estate loans receivable (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|||
|
|
|
2016 |
|
2015 |
||
Mortgage loans |
|
$ |
485,735 |
|
$ |
635,492 |
|
Other real estate loans |
|
|
136,893 |
|
|
184,000 |
|
Totals |
|
$ |
622,628 |
|
$ |
819,492 |
|
|
|
|
|
|
|
|
|
The following is a summary of our real estate loan activity for the periods presented (in thousands):
The Company restructured two existing real estate loans in the triple-net segment to Genesis Healthcare. The two existing loans, with a combined principal balance of $317,000,000, were scheduled to mature in 2017 and 2018. These loans were restructured into four separate loans effective October 1, 2016. Each loan has a five year term, a 10% interest rate and 25 basis point annual escalator. We 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. We expect to collect all principal amounts due under the loans.
The following is a summary of the allowance for losses on loans receivable for the periods presented (in thousands):
80
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Balance at beginning of year |
$ |
- |
|
$ |
- |
|
$ |
- |
|
Provision for loan losses (1) |
|
6,935 |
|
|
- |
|
|
- |
|
Change in present value |
|
(372) |
|
|
- |
|
|
- |
|
Balance at end of year |
$ |
6,563 |
|
$ |
- |
|
$ |
- |
|
(1) Excludes direct write down of an impaired loan receivable. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of our loan impairments (in thousands):
7. Investments in Unconsolidated Entities
We participate in a number of joint ventures, which generally invest in seniors housing and health care real estate. The results of operations for these properties have been included in our consolidated results of operations from the date of acquisition by the joint ventures and are reflected in our Consolidated Statements of Comprehensive Income as income or loss from unconsolidated entities. The following is a summary of our investments in unconsolidated entities (dollars in thousands):
At December 31, 2016, the aggregate unamortized basis difference of our joint venture investments of $149,147,000 is primarily attributable to the difference between the amount for which we purchased our interest in the entity, including transaction costs, and the historical carrying value of the net assets of the entity. This difference will be amortized over the remaining useful life of the related properties and included in the reported amount of income from unconsolidated entities.
81
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Credit Concentration
We use net operating income from continuing operations (“NOI”) as our credit concentration metric. See Note 17 for additional information and reconciliation. The following table summarizes certain information about our credit concentration for the year ended December 31, 2016, excluding our share of NOI in unconsolidated entities (dollars in thousands):
9. Borrowings Under Credit Facilities and Related Items
At December 31, 2016, we had a primary unsecured credit facility with a consortium of 29 banks that includes a $3,000,000,000 unsecured revolving credit facility, a $500,000,000 unsecured term credit facility and a $250,000,000 Canadian-denominated unsecured term credit facility. We have an option, through an accordion feature, to upsize the unsecured revolving credit facility and the $500,000,000 unsecured term credit facility by up to an additional $1,000,000,000, in the aggregate, and the $250,000,000 Canadian-denominated unsecured term credit facility by up to an additional $250,000,000. The primary unsecured credit facility also allows us to borrow up to $1,000,000,000 in alternate currencies (none outstanding at December 31, 2016). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate (1.66% at December 31, 2016). The applicable margin is based on certain of our debt ratings and was 0.90% at December 31, 2016. In addition, we pay a facility fee quarterly to each bank based on the bank’s commitment amount. The facility fee depends on certain of our debt ratings and was 0.15% at December 31, 2016. The term credit facilities mature on May 13, 2021. The revolving credit facility is scheduled to mature on May 13, 2020 and can be extended for two successive terms of six months each at our option.
The following information relates to aggregate borrowings under the primary unsecured revolving credit facility for the periods presented (dollars in thousands):
10. 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
82
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016, the annual principal payments due on these debt obligations were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior |
|
Secured |
|
|
|
|||
|
|
Unsecured Notes (1,2) |
|
Debt (1,3) |
|
Totals |
||||
2017 |
|
$ |
- |
|
$ |
550,620 |
|
$ |
550,620 |
|
2018 |
|
|
450,000 |
|
|
697,557 |
|
|
1,147,557 |
|
2019 |
|
|
605,000 |
|
|
623,753 |
|
|
1,228,753 |
|
2020 (4) |
|
|
673,447 |
|
|
166,932 |
|
|
840,379 |
|
2021 (5,6) |
|
|
1,136,206 |
|
|
349,106 |
|
|
1,485,312 |
|
Thereafter (7,8,9,10) |
|
|
5,395,385 |
|
|
1,077,098 |
|
|
6,472,483 |
|
Totals |
|
$ |
8,260,038 |
|
$ |
3,465,066 |
|
$ |
11,725,104 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts represent principal amounts due and do not include unamortized premiums/discounts, debt issuance costs, or other fair value adjustments as reflected on the consolidated balance sheet. |
||||||||||
(2) Annual interest rates range from 1.4% to 6.5%. |
||||||||||
(3) Annual interest rates range from 1.24% to 7.98%. Carrying value of the properties securing the debt totaled $6,149,872,000 at December 31, 2016. |
||||||||||
(4) In November 2015, one of our wholly-owned subsidiaries issued and we guaranteed $300,000,000 of Canadian-denominated 3.35% senior unsecured notes due 2020 (approximately $223,447,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2016). |
||||||||||
(5) On May 13, 2016, we refinanced the funding on a $250,000,000 Canadian-denominated unsecured term credit facility (approximately $186,206,000 based on the Canadian/U.S. Dollar exchange rate on December 31, 2016). The loan matures on May 13, 2021 and bears interest at the Canadian Dealer Offered Rate plus 95 basis points (1.84% at December 31, 2016). |
||||||||||
(6) On May 13, 2016, we refinanced the funding on a $500,000,000 unsecured term credit facility. The loan matures on May 13, 2021 and bears interest at LIBOR plus 95 basis points (1.63% at December 31, 2016). |
||||||||||
(7) On November 20, 2013, we completed the sale of £550,000,000 (approximately $678,535,000 based on the Sterling/U.S. Dollar exchange rate in effect on December 31, 2016) of 4.8% senior unsecured notes due 2028. |
||||||||||
(8) On November 25, 2014, we completed the sale of £500,000,000 (approximately $616,850,000 based on the Sterling/U.S. Dollar exchange rate in effect on December 31, 2016) of 4.5% senior unsecured notes due 2034. |
||||||||||
(9) In May 2015, we issued $750,000,000 of 4.0% senior unsecured notes due 2025. In October 2015, we issued an additional $500,000,000 of these notes under a re-opening of the offer. |
||||||||||
(10) In March 2016, we issued $700,000,000 of 4.25% senior unsecured notes due 2026. |
|
The following is a summary of our senior unsecured note principal activity during the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||||||
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
|||||||||
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
$ |
8,645,758 |
|
4.237% |
|
$ |
7,817,154 |
|
4.385% |
|
$ |
7,421,707 |
|
4.395% |
Debt issued |
|
705,000 |
|
4.228% |
|
|
1,475,540 |
|
3.901% |
|
|
838,804 |
|
4.572% |
Debt assumed |
|
- |
|
0.000% |
|
|
24,621 |
|
6.000% |
|
|
- |
|
0.000% |
Debt extinguished |
|
(850,000) |
|
4.194% |
|
|
(300,000) |
|
6.200% |
|
|
(298,567) |
|
5.855% |
Debt redeemed |
|
- |
|
0.000% |
|
|
(240,249) |
|
3.303% |
|
|
(59,143) |
|
3.000% |
Foreign currency |
|
(240,720) |
|
4.565% |
|
|
(131,308) |
|
3.966% |
|
|
(85,647) |
|
4.222% |
Ending balance |
$ |
8,260,038 |
|
4.245% |
|
$ |
8,645,758 |
|
4.237% |
|
$ |
7,817,154 |
|
4.385% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):
83
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||||||
|
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
3,478,207 |
|
4.440% |
|
$ |
2,941,765 |
|
4.940% |
|
$ |
3,010,711 |
|
5.095% |
Debt issued |
|
|
460,015 |
|
2.646% |
|
|
228,685 |
|
2.776% |
|
|
109,503 |
|
3.374% |
Debt assumed |
|
|
60,898 |
|
4.301% |
|
|
1,007,482 |
|
3.334% |
|
|
204,949 |
|
4.750% |
Debt extinguished |
|
|
(489,293) |
|
5.105% |
|
|
(506,326) |
|
4.506% |
|
|
(279,559) |
|
4.824% |
Principal payments |
|
|
(74,466) |
|
4.663% |
|
|
(67,064) |
|
4.801% |
|
|
(62,280) |
|
4.930% |
Foreign currency |
|
|
29,705 |
|
3.670% |
|
|
(126,335) |
|
3.834% |
|
|
(41,559) |
|
3.811% |
Ending balance |
|
$ |
3,465,066 |
|
4.094% |
|
$ |
3,478,207 |
|
4.440% |
|
$ |
2,941,765 |
|
4.940% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our debt agreements contain various covenants, restrictions and events of default. Certain agreements require us to maintain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As of December 31, 2016, we were in compliance with all of the covenants under our debt agreements.
11. Derivative Instruments
We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates. We may elect to use financial derivative instruments to hedge interest rate exposure. These decisions are principally based on our policy to manage the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. In addition, non-U.S. investments expose us to the potential losses associated with adverse changes in foreign currency to U.S. Dollar exchange rates. We have elected to manage these risks through the use of forward exchange contracts and issuing debt in the foreign currency.
I nterest Rate Swap Contracts and 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 reported 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. Approximately $7,650,000 of gains, which are included in accumulated other comprehensive income (“AOCI”), are expected to be reclassified into earnings in the next 12 months.
Foreign Currency Hedges
For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to U.S. dollar of the instrument is recorded as a cumulative translation adjustment component of OCI. During the years ended December 31, 2016 and 2015, we settled certain net investment hedges generating cash proceeds of $108,347,000 and $106,360,000, respectively. The balance of the cumulative translation adjustment will be reclassified to earnings when the hedged investment is sold or substantially liquidated.
The following presents the notional amount of derivatives and other financial instruments as of the dates indicated (in thousands):
84
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
Derivatives designated as net investment hedges: |
|
|
|
|
Denominated in Canadian Dollars |
$ |
900,000 |
$ |
1,175,000 |
Denominated in Pounds Sterling |
£ |
550,000 |
£ |
550,000 |
|
|
|
|
|
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 |
|
|
|
|
|
Derivatives designated as cash flow hedges |
|
|
|
|
Denominated in U.S. Dollars |
$ |
57,000 |
$ |
57,000 |
Denominated in Canadian Dollars |
$ |
54,000 |
$ |
72,000 |
Denominated in Pounds Sterling |
£ |
48,000 |
£ |
60,000 |
|
|
|
|
|
Derivative instruments not designated: |
|
|
|
|
Denominated in Canadian Dollars |
$ |
37,000 |
$ |
47,000 |
|
|
|
|
|
|
|
|
|
|
The following presents the impact of derivative instruments on the Consolidated Statements of Comprehensive Income for the periods presented (in thousands):
12. Commitments and Contingencies
At December 31, 2016, we had twelve outstanding letter of credit obligations totaling $174,799,000 and expiring between 2017 and 2024. At December 31, 2016, we had outstanding construction in process of $506,091,000 for leased properties and were committed to providing additional funds of approximately $493,972,000 to complete construction. At December 31, 2016, we had contingent purchase obligations totaling $29,127,000. 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.
We evaluate our leases for operating versus capital lease treatment in accordance with ASC Topic 840 “Leases.” A lease is classified as a capital lease if it provides for transfer of ownership of the leased asset at the end of the lease term, contains a bargain purchase option, has a lease term greater than 75% of the economic life of the leased asset, or if the net present value of the future minimum lease payments are in excess of 90% of the fair value of the leased asset. Certain leases contain bargain purchase options
85
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and have been classified as capital leases. At December 31, 2016, we had operating lease obligations of $1,105,992,000 relating to certain ground leases and Company office space. Regarding the ground leases, we have sublease agreements with certain of our operators that require the operators to reimburse us for our monthly operating lease obligations. At December 31, 2016, aggregate future minimum rentals to be received under these noncancelable subleases totaled $74,744,000.
At December 31, 2016, future minimum lease payments due under operating and capital leases are as follows (in thousands):
13. Stockholders’ Equity
The following is a summary of our stockholder’s equity capital accounts as of the dates indicated:
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
Preferred Stock, $1.00 par value: |
|
|
|
|
|
|
Authorized shares |
|
50,000,000 |
|
50,000,000 |
|
Issued shares |
|
25,875,000 |
|
25,875,000 |
|
Outstanding shares |
|
25,875,000 |
|
25,875,000 |
|
|
|
|
|
|
Common Stock, $1.00 par value: |
|
|
|
|
|
|
Authorized shares |
|
700,000,000 |
|
700,000,000 |
|
Issued shares |
|
363,576,924 |
|
355,594,373 |
|
Outstanding shares |
|
362,602,173 |
|
354,777,670 |
|
|
|
|
|
|
Preferred Stock. The following is a summary of our preferred stock activity during the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
||||||||||
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
||||||
|
|
|
|
Weighted Avg. |
|
|
|
Weighted Avg. |
|
|
|
Weighted Avg. |
|
|
Shares |
|
Dividend Rate |
|
Shares |
|
Dividend Rate |
|
Shares |
|
Dividend Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
25,875,000 |
|
6.500% |
|
25,875,000 |
|
6.500% |
|
26,108,236 |
|
6.496% |
Shares converted |
|
- |
|
0.000% |
|
- |
|
0.000% |
|
(233,236) |
|
6.000% |
Ending balance |
|
25,875,000 |
|
6.500% |
|
25,875,000 |
|
6.500% |
|
25,875,000 |
|
6.500% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended December 31, 2010, we issued 349,854 shares of 6.00% Series H Cumulative Convertible and Redeemable Preferred Stock in connection with a business combination. During the years ended December 31, 2013 and 2014, all shares were converted into common stock, leaving zero shares outstanding.
During the three months ended March 31, 2011, we issued 14,375,000 of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock. These shares have a liquidation value of $50.00 per share. Dividends are payable quarterly in arrears. The preferred stock is not redeemable by us. The preferred shares are convertible, at the holder’s option, into 0.8460 shares of common stock (equal to an initial conversion price of approximately $59.10).
During the three months ended March 31, 2012, we issued 11,500,000 of 6.50% Series J Cumulative Redeemable Preferred Stock. Dividends are payable quarterly in arrears. On February 2, 2017, we announced that we will redeem all 11,500,000 shares outstanding
86
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
on March 7, 2017 at a redemption price of $25.00 per share plus accrued and unpaid dividends to, but not including, March 7, 2017.
Common Stock . The following is a summary of our common stock issuances during the periods indicated (dollars in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued |
|
|
Average Price |
|
|
Gross Proceeds |
|
|
Net Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
June 2014 public issuance |
|
16,100,000 |
|
$ |
62.35 |
|
$ |
1,003,835 |
|
$ |
968,517 |
September 2014 public issuance |
|
17,825,000 |
|
|
63.75 |
|
|
1,136,344 |
|
|
1,095,465 |
2014 Dividend reinvestment plan issuances |
|
4,122,941 |
|
|
62.35 |
|
|
257,055 |
|
|
257,055 |
2014 Option exercises |
|
498,549 |
|
|
45.79 |
|
|
22,831 |
|
|
22,831 |
2014 Preferred stock conversions |
|
233,236 |
|
|
|
|
|
- |
|
|
- |
2014 Stock incentive plans, net of forfeitures |
|
188,147 |
|
|
|
|
|
- |
|
|
- |
2014 Senior note conversions |
|
258,542 |
|
|
|
|
|
- |
|
|
- |
2014 Totals |
|
39,226,415 |
|
|
|
|
$ |
2,420,065 |
|
$ |
2,343,868 |
|
|
|
|
|
|
|
|
|
|
|
|
February 2015 public issuance |
|
19,550,000 |
|
$ |
75.50 |
|
$ |
1,476,025 |
|
$ |
1,423,935 |
2015 Dividend reinvestment plan issuances |
|
4,024,169 |
|
|
67.72 |
|
|
272,531 |
|
|
272,531 |
2015 Option exercises |
|
249,054 |
|
|
47.35 |
|
|
11,793 |
|
|
11,793 |
2015 Equity Shelf Program issuances |
|
696,070 |
|
|
69.23 |
|
|
48,186 |
|
|
47,463 |
2015 Stock incentive plans, net of forfeitures |
|
137,837 |
|
|
|
|
|
- |
|
|
- |
2015 Senior note conversions |
|
1,330,474 |
|
|
|
|
|
- |
|
|
- |
2015 Totals |
|
25,987,604 |
|
|
|
|
$ |
1,808,535 |
|
$ |
1,755,722 |
|
|
|
|
|
|
|
|
|
|
|
|
2016 Dividend reinvestment plan issuances |
|
4,145,457 |
|
$ |
70.34 |
|
$ |
291,852 |
|
$ |
291,571 |
2016 Option exercises |
|
141,405 |
|
|
47.13 |
|
|
6,664 |
|
|
6,664 |
2016 Equity Shelf Program issuances |
|
3,134,901 |
|
|
75.27 |
|
|
238,286 |
|
|
235,959 |
2016 Stock incentive plans, net of forfeitures |
|
402,740 |
|
|
|
|
|
- |
|
|
- |
2016 Totals |
|
7,824,503 |
|
|
|
|
$ |
536,802 |
|
$ |
534,194 |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends . The increase in dividends is primarily attributable to increases in our common shares outstanding as described above. Please refer to Notes 2 and 18 for information related to federal income tax of dividends. The following is a summary of our dividend payments (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
||||||||||||||||
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
||||||||||||
|
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
$ |
3.44000 |
|
$ |
1,233,519 |
|
$ |
3.30000 |
|
$ |
1,144,727 |
|
$ |
3.18000 |
|
$ |
969,661 |
Series H Preferred Stock |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
0.00794 |
|
|
1 |
Series I Preferred Stock |
|
|
3.25000 |
|
|
46,719 |
|
|
3.25000 |
|
|
46,719 |
|
|
3.25000 |
|
|
46,719 |
Series J Preferred Stock |
|
|
1.62510 |
|
|
18,687 |
|
|
1.62510 |
|
|
18,687 |
|
|
1.62510 |
|
|
18,688 |
Totals |
|
|
|
|
$ |
1,298,925 |
|
|
|
|
$ |
1,210,133 |
|
|
|
|
$ |
1,035,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income . The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (in thousands):
87
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized gains (losses) related to: |
|
|
|
|||||||||
|
|
|
Foreign Currency Translation |
|
|
Equity Investments |
|
|
Actuarial losses |
|
|
Cash Flow Hedges |
|
|
Total |
Balance at December 31, 2015 |
|
$ |
(85,484) |
|
$ |
- |
|
$ |
(1,343) |
|
$ |
(1,416) |
|
$ |
(88,243) |
Other comprehensive income (loss) before reclassification adjustments |
|
|
(90,528) |
|
|
5,120 |
|
|
190 |
|
|
1,414 |
|
|
(83,804) |
Reclassification amount to net income |
|
|
2,516 |
|
|
- |
|
|
- |
|
|
- |
|
|
2,516 |
Net current-period other comprehensive income (loss) |
|
|
(88,012) |
|
|
5,120 |
|
|
190 |
|
|
1,414 |
|
|
(81,288) |
Balance at December 31, 2016 |
|
$ |
(173,496) |
|
$ |
5,120 |
|
$ |
(1,153) |
|
$ |
(2) |
|
$ |
(169,531) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014 |
|
$ |
(74,770) |
|
$ |
- |
|
$ |
(1,589) |
|
$ |
(650) |
|
$ |
(77,009) |
Other comprehensive income (loss) before reclassification adjustments |
|
|
(10,714) |
|
|
- |
|
|
246 |
|
|
(2,626) |
|
|
(13,094) |
Reclassification amount to net income |
|
|
- |
|
|
- |
|
|
- |
|
|
1,860 |
|
|
1,860 |
Net current-period other comprehensive income (loss) |
|
|
(10,714) |
|
|
- |
|
|
246 |
|
|
(766) |
|
|
(11,234) |
Balance at December 31, 2015 |
|
$ |
(85,484) |
|
$ |
- |
|
$ |
(1,343) |
|
$ |
(1,416) |
|
$ |
(88,243) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Equity . Other equity consists of accumulated option compensation expense, which represents the amount of amortized compensation costs related to stock options awarded to employees and directors.
14. Stock Incentive Plans
In May 2016, our shareholders approved the 2016 Long-Term Incentive Plan (“2016 Plan”), which 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. Awards granted after May 5, 2016 will be issued out of the 2016 Plan. The awards granted under the Amended and Restated 2005 Long-Term Incentive Plan continue to vest and options expire ten years from the date of grant. Our non-employee directors, officers and key employees are eligible to participate in the 2016 Plan. The 2016 Plan allows for the issuance of, among other things, stock options, stock appreciation rights, restricted stock, deferred stock 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.
Under our long-term incentive plan, certain restricted stock awards are performance based. We will grant a target number of restricted stock units, with the ultimate award determined by the total shareholder return and operating performance metrics, measured in each case over a measurement period of three years. One third of the award will vest immediately at the end of the three year performance period, one third will vest a year after the performance period, and the remaining one third will vest two years after the performance period. Compensation expense for these performance grants is measured based on the probability of achievement of certain performance goals and is recognized over both the performance period and vesting period. For the portion of the grant for which the award is determined by the operating performance metrics, the estimated compensation cost was based on the grant date closing price and management’s estimate of corporate achievement for the financial metrics. If the estimated number of performance based restricted stock to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder return, management used a Monte Carlo model to assess the compensation cost. The expected term represents the period from the grant date to the end of the three-year performance period.
The estimated compensation cost for each performance based plan was derived using the assumptions presented in the following table:
The following table summarizes compensation expense recognized for the periods presented (in thousands):
88
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Stock options |
|
$ |
266 |
|
$ |
698 |
|
$ |
912 |
Restricted stock |
|
|
28,603 |
|
|
30,146 |
|
|
31,163 |
|
|
$ |
28,869 |
|
$ |
30,844 |
|
$ |
32,075 |
|
|
|
|
|
|
|
|
|
|
Stock Options
We have not granted stock options since the year ended December 31, 2012 but some remain outstanding. As of December 31, 2016, there was no unrecognized compensation expense related to unvested stock options. Stock options outstanding at December 31, 2016 have an aggregate intrinsic value of $5,553,000.
Restricted Stock
The fair value of the restricted stock is equal to the market price of the Company’s common stock on the date of grant and is amortized over the vesting periods. As of December 31, 2016, there was $32,830,000 of total unrecognized compensation expense related to unvested restricted stock that is expected to be recognized over a weighted-average period of three years. The following table summarizes information about non-vested restricted stock incentive awards as of and for the year ended December 31, 2016:
|
|
|
|
|
|
|
|
Restricted Stock |
|||
|
|
Number of |
|
Weighted-Average |
|
|
|
Shares |
|
Grant Date |
|
|
|
(000's) |
|
Fair Value |
|
Non-vested at December 31, 2015 |
|
638 |
|
$ |
62.00 |
Vested |
|
(396) |
|
|
64.36 |
Granted |
|
785 |
|
|
59.42 |
Terminated |
|
(40) |
|
|
62.64 |
Non-vested at December 31, 2016 |
|
987 |
|
$ |
58.98 |
|
|
|
|
|
|
89
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
2016 |
|
2015 |
|
2014 |
|||
Numerator for basic and diluted earnings per share - |
|
|
|
|
|
|
|
|
|
|
|
net income attributable to common stockholders |
|
$ |
1,012,397 |
|
$ |
818,344 |
|
$ |
446,745 |
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per |
|
|
|
|
|
|
|
|
|
|
|
share: weighted-average shares |
|
|
358,275 |
|
|
348,240 |
|
|
306,272 |
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
Employee stock options |
|
|
110 |
|
|
143 |
|
|
188 |
|
Non-vested restricted shares |
|
|
449 |
|
|
535 |
|
|
500 |
|
Redeemable shares |
|
|
1,393 |
|
|
310 |
|
|
- |
|
Convertible senior unsecured notes |
|
|
- |
|
|
196 |
|
|
787 |
Dilutive potential common shares |
|
|
1,952 |
|
|
1,184 |
|
|
1,475 |
|
Denominator for diluted earnings per |
|
|
|
|
|
|
|
|
|
|
|
share: adjusted-weighted average shares |
|
|
360,227 |
|
|
349,424 |
|
|
307,747 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
2.83 |
|
$ |
2.35 |
|
$ |
1.46 |
|
Diluted earnings per share |
|
$ |
2.81 |
|
$ |
2.34 |
|
$ |
1.45 |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding were anti-dilutive for the years ended December 31, 2016, 2015 and 2014. The Series H Cumulative Convertible and Redeemable Preferred Stock and the Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the calculations as the effect of the conversions also were anti-dilutive.
16. 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. 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 — The carrying amount approximates fair value.
Available-for-sale Equity Investments — Available-for-sale equity investments are recorded at their fair value based on Level 1 publicly available trading prices.
Borrowings Under Primary Unsecured Credit Facility — The carrying amount of the primary unsecured credit facility approximates fair value because the borrowings are interest rate adjustable.
90
WELLTOWER INC.
NOTES TO 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 — Foreign currency forward contracts are recorded in other assets or other liabilities on the balance sheet at fair market value. Fair market value is determined using Level 2 inputs by estimating the future value of the currency pair based on existing exchange rates, comprised of current spot and traded forward points, and calculating a present value of the net amount using a discount factor based on observable traded interest rates.
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
||||||||
|
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
||||
|
|
|
Amount |
|
Value |
|
Amount |
|
Value |
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans receivable |
|
$ |
485,735 |
|
$ |
521,773 |
|
$ |
635,492 |
|
$ |
663,501 |
|
Other real estate loans receivable |
|
|
136,893 |
|
|
138,050 |
|
|
184,000 |
|
|
185,693 |
|
Available-for-sale equity investments |
|
|
27,899 |
|
|
27,899 |
|
|
22,779 |
|
|
22,779 |
|
Cash and cash equivalents |
|
|
419,378 |
|
|
419,378 |
|
|
360,908 |
|
|
360,908 |
|
Foreign currency forward contracts |
|
|
135,561 |
|
|
135,561 |
|
|
129,520 |
|
|
129,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under unsecured lines of credit arrangements |
|
$ |
645,000 |
|
$ |
645,000 |
|
$ |
835,000 |
|
$ |
835,000 |
|
Senior unsecured notes |
|
|
8,161,619 |
|
|
8,879,176 |
|
|
8,548,055 |
|
|
9,020,529 |
|
Secured debt |
|
|
3,477,699 |
|
|
3,558,378 |
|
|
3,509,142 |
|
|
3,678,564 |
|
Foreign currency forward contracts |
|
|
4,342 |
|
|
4,342 |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable OP unitholder interests |
|
$ |
110,502 |
|
$ |
110,502 |
|
$ |
112,029 |
|
$ |
112,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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):
Items Measured at Fair Value on a Nonrecurring Basis
91
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 in business combinations (see Note 3) and asset impairments (see Note 5 for impairments of real property and Note 6 for impairments of loans receivable). 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 reside 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 secured debt assumed in business combinations using current interest rates at which similar borrowings could be obtained on the transaction date.
17. 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: triple-net, seniors housing operating and outpatient medical. During the year ended December 31, 2016, we reclassified four properties previously classified in the triple-net segment to the outpatient medical segment. In addition, we reclassified interest expense on our foreign-denominated senior notes from the seniors housing operating segment to non-segment. Accordingly, the segment information provided in this Note has been reclassified to conform to the current presentation for all periods presented.
Our triple-net properties include long-term/post-acute care facilities, assisted living facilities, independent living/continuing care retirement communities, care homes (United Kingdom), independent support living facilities (Canada), care homes with nursing (United Kingdom) and combinations thereof. 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 seniors housing operating properties include the seniors housing communities referenced above that are owned and/or operated through RIDEA structures (see Notes 3 and 18).
Our outpatient medical properties include outpatient medical buildings and, during past years, life science buildings which are aggregated into our outpatient medical reportable segment. Our outpatient medical buildings are typically leased to multiple tenants and generally require a certain level of property management. During the year ended December 31, 2015, we disposed of our life science investments.
We evaluate performance based upon 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 because 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). The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments. There are no intersegment sales or transfers.
Summary information for the reportable segments (which excludes unconsolidated entities) during the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands):
92
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016: |
|
Triple-net |
|
Seniors Housing Operating |
|
Outpatient Medical |
|
Non-segment / Corporate |
|
Total |
Rental income |
$ |
1,112,325 |
$ |
- |
$ |
536,490 |
$ |
- |
$ |
1,648,815 |
Resident fees and services |
|
- |
|
2,504,731 |
|
- |
|
- |
|
2,504,731 |
Interest income |
|
90,476 |
|
4,180 |
|
3,307 |
|
- |
|
97,963 |
Other income |
|
6,059 |
|
17,085 |
|
5,568 |
|
939 |
|
29,651 |
Total revenues |
|
1,208,860 |
|
2,525,996 |
|
545,365 |
|
939 |
|
4,281,160 |
Property operating expenses |
|
- |
|
1,711,882 |
|
165,101 |
|
- |
|
1,876,983 |
Net operating income from continuing operations |
|
1,208,860 |
|
814,114 |
|
380,264 |
|
939 |
|
2,404,177 |
Interest expense |
|
21,370 |
|
81,853 |
|
19,087 |
|
399,035 |
|
521,345 |
Loss (gain) on derivatives, net |
|
68 |
|
- |
|
- |
|
(2,516) |
|
(2,448) |
Depreciation and amortization |
|
297,197 |
|
415,429 |
|
188,616 |
|
- |
|
901,242 |
General and administrative |
|
- |
|
- |
|
- |
|
155,241 |
|
155,241 |
Transaction costs |
|
10,016 |
|
29,207 |
|
3,687 |
|
- |
|
42,910 |
Loss (gain) on extinguishment of debt, net |
|
863 |
|
(88) |
|
- |
|
16,439 |
|
17,214 |
Provision for loan losses |
|
6,935 |
|
- |
|
3,280 |
|
- |
|
10,215 |
Impairment of assets |
|
20,169 |
|
12,403 |
|
4,635 |
|
- |
|
37,207 |
Other expenses |
|
- |
|
- |
|
- |
|
11,998 |
|
11,998 |
Income (loss) from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
852,242 |
|
275,310 |
|
160,959 |
|
(579,258) |
|
709,253 |
Income tax expense |
|
(1,087) |
|
(3,762) |
|
(511) |
|
24,488 |
|
19,128 |
(Loss) income from unconsolidated entities |
|
9,767 |
|
(20,442) |
|
318 |
|
- |
|
(10,357) |
Income (loss) from continuing operations |
|
860,922 |
|
251,106 |
|
160,766 |
|
(554,770) |
|
718,024 |
Gain (loss) on real estate dispositions, net |
|
355,394 |
|
9,880 |
|
(1,228) |
|
- |
|
364,046 |
Net income (loss) |
$ |
1,216,316 |
$ |
260,986 |
$ |
159,538 |
$ |
(554,770) |
$ |
1,082,070 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
$ |
10,713,032 |
$ |
12,851,414 |
$ |
4,951,538 |
$ |
349,200 |
$ |
28,865,184 |
|
|
|
|
|
|
|
|
|
|
|
93
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015: |
|
Triple-net |
|
Seniors Housing Operating |
|
Outpatient Medical |
|
Non-segment / Corporate |
|
Total |
Rental income |
$ |
1,094,827 |
$ |
- |
$ |
504,121 |
$ |
- |
$ |
1,598,948 |
Resident fees and services |
|
- |
|
2,158,031 |
|
- |
|
- |
|
2,158,031 |
Interest income |
|
74,108 |
|
4,180 |
|
5,853 |
|
- |
|
84,141 |
Other income |
|
6,871 |
|
6,060 |
|
4,684 |
|
1,091 |
|
18,706 |
Total revenues |
|
1,175,806 |
|
2,168,271 |
|
514,658 |
|
1,091 |
|
3,859,826 |
Property operating expenses |
|
- |
|
1,467,009 |
|
155,248 |
|
- |
|
1,622,257 |
Net operating income from continuing operations |
|
1,175,806 |
|
701,262 |
|
359,410 |
|
1,091 |
|
2,237,569 |
Interest expense |
|
28,384 |
|
70,388 |
|
27,542 |
|
365,855 |
|
492,169 |
Loss (gain) on derivatives, net |
|
(58,427) |
|
- |
|
- |
|
- |
|
(58,427) |
Depreciation and amortization |
|
288,242 |
|
351,733 |
|
186,265 |
|
- |
|
826,240 |
General and administrative |
|
- |
|
- |
|
- |
|
147,416 |
|
147,416 |
Transaction costs |
|
53,195 |
|
54,966 |
|
2,765 |
|
- |
|
110,926 |
Loss (gain) on extinguishment of debt, net |
|
10,095 |
|
(195) |
|
- |
|
24,777 |
|
34,677 |
Impairment of Assets |
|
2,220 |
|
- |
|
- |
|
- |
|
2,220 |
Other expenses |
|
35,648 |
|
- |
|
- |
|
10,583 |
|
46,231 |
Income (loss) from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
816,449 |
|
224,370 |
|
142,838 |
|
(547,540) |
|
636,117 |
Income tax expense |
|
(4,244) |
|
986 |
|
245 |
|
(3,438) |
|
(6,451) |
(Loss) income from unconsolidated entities |
|
8,260 |
|
(32,672) |
|
2,908 |
|
- |
|
(21,504) |
Income (loss) from continuing operations |
|
820,465 |
|
192,684 |
|
145,991 |
|
(550,978) |
|
608,162 |
Gain (loss) on real estate dispositions, net |
|
86,261 |
|
- |
|
194,126 |
|
- |
|
280,387 |
Net income (loss) |
$ |
906,726 |
$ |
192,684 |
$ |
340,117 |
$ |
(550,978) |
$ |
888,549 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
$ |
12,358,605 |
$ |
11,519,902 |
$ |
5,060,676 |
$ |
84,662 |
$ |
29,023,845 |
|
|
|
|
|
|
|
|
|
|
|
94
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014: |
|
Triple-net |
|
Seniors Housing Operating |
|
Outpatient Medical |
|
Non-segment / Corporate |
|
Total |
Rental income |
$ |
992,638 |
$ |
- |
$ |
413,129 |
$ |
- |
$ |
1,405,767 |
Resident fees and services |
|
- |
|
1,892,237 |
|
- |
|
- |
|
1,892,237 |
Interest income |
|
32,255 |
|
2,119 |
|
3,293 |
|
- |
|
37,667 |
Other income |
|
2,973 |
|
3,215 |
|
1,010 |
|
677 |
|
7,875 |
Total revenues |
|
1,027,866 |
|
1,897,571 |
|
417,432 |
|
677 |
|
3,343,546 |
Property operating expenses |
|
732 |
|
1,266,308 |
|
136,318 |
|
- |
|
1,403,358 |
Net operating income from continuing operations |
|
1,027,134 |
|
631,263 |
|
281,114 |
|
677 |
|
1,940,188 |
Interest expense |
|
32,135 |
|
64,130 |
|
31,050 |
|
353,724 |
|
481,039 |
Loss (gain) on derivatives, net |
|
(1,770) |
|
275 |
|
- |
|
- |
|
(1,495) |
Depreciation and amortization |
|
273,296 |
|
418,199 |
|
152,635 |
|
- |
|
844,130 |
General and administrative |
|
- |
|
- |
|
- |
|
142,943 |
|
142,943 |
Transaction costs |
|
45,146 |
|
16,880 |
|
7,512 |
|
- |
|
69,538 |
Loss (gain) on extinguishment of debt, net |
|
98 |
|
383 |
|
405 |
|
8,672 |
|
9,558 |
Other expenses |
|
8,825 |
|
1,437 |
|
- |
|
- |
|
10,262 |
Income (loss) from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
669,404 |
|
129,959 |
|
89,512 |
|
(504,662) |
|
384,213 |
Income tax expense |
|
6,141 |
|
(3,047) |
|
(1,827) |
|
- |
|
1,267 |
(Loss) income from unconsolidated entities |
|
5,423 |
|
(38,204) |
|
5,355 |
|
- |
|
(27,426) |
Income from continuing operations |
|
680,968 |
|
88,708 |
|
93,040 |
|
(504,662) |
|
358,054 |
Income (loss) from discontinued operations |
|
7,135 |
|
- |
|
- |
|
- |
|
7,135 |
Gain (loss) on real estate dispositions, net |
|
146,205 |
|
- |
|
906 |
|
- |
|
147,111 |
Net income (loss) |
$ |
834,308 |
$ |
88,708 |
$ |
93,946 |
$ |
(504,662) |
$ |
512,300 |
|
|
|
|
|
|
|
|
|
|
|
Our portfolio of properties and other investments are located in the United States, the United Kingdom and Canada. Revenues and assets are attributed to the country in which the property is physically located. The following is a summary of geographic information for the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||
|
|
December 31, 2016 |
|
|
December 31, 2015 |
|
|
December 31, 2014 |
|||
Revenues: |
|
Amount |
% |
|
|
Amount |
% |
|
|
Amount |
% |
United States |
$ |
3,453,485 |
80.6% |
|
$ |
3,133,327 |
81.2% |
|
$ |
2,801,474 |
83.8% |
United Kingdom |
|
388,383 |
9.1% |
|
|
407,745 |
10.6% |
|
|
305,275 |
9.1% |
Canada |
|
439,292 |
10.3% |
|
|
318,754 |
8.3% |
|
|
236,797 |
7.1% |
Total |
$ |
4,281,160 |
100.0% |
|
$ |
3,859,826 |
100.0% |
|
$ |
3,343,546 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
|
|||||
|
|
December 31, 2016 |
|
|
December 31, 2015 |
|
|
|
|
||
Assets: |
|
Amount |
% |
|
|
Amount |
% |
|
|
|
|
United States |
$ |
23,572,459 |
81.7% |
|
$ |
23,513,498 |
81.0% |
|
|
|
|
United Kingdom |
|
2,782,489 |
9.6% |
|
|
2,958,509 |
10.2% |
|
|
|
|
Canada |
|
2,510,236 |
8.7% |
|
|
2,551,838 |
8.8% |
|
|
|
|
Total |
$ |
28,865,184 |
100.0% |
|
$ |
29,023,845 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. 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 current year taxable income are also subject to a 4% federal excise tax. The main differences between net income for federal income tax purposes and financial statement purposes are the recognition of straight-line rent for reporting purposes, basis differences in acquisitions, recording of impairments, differing useful lives and depreciation and amortization methods for real property and the provision for loan losses for reporting purposes versus bad debt expense for tax purposes.
Cash distributions paid to common stockholders, for federal income tax purposes, are as follows for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Per Share: |
|
|
|
|
|
|
|
|
|
|
|
Ordinary income |
|
$ |
2.5067 |
|
$ |
1.9134 |
|
$ |
1.7861 |
|
Qualified dividend |
|
|
0.0047 |
|
|
0.0529 |
|
|
- |
|
Return of capital |
|
|
0.0573 |
|
|
0.0503 |
|
|
0.8368 |
|
Long-term capital gains |
|
|
0.4593 |
|
|
0.9352 |
|
|
0.1638 |
|
Unrecaptured section 1250 gains |
|
|
0.4120 |
|
|
0.3482 |
|
|
0.3933 |
|
Totals |
|
$ |
3.4400 |
|
$ |
3.3000 |
|
$ |
3.1800 |
|
|
|
|
|
|
|
|
|
|
|
Our consolidated provision for income taxes is as follows for the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Current |
|
$ |
14,944 |
|
$ |
10,177 |
|
$ |
2,672 |
Deferred |
|
|
(34,072) |
|
|
(3,726) |
|
|
(3,939) |
Totals |
|
$ |
(19,128) |
|
$ |
6,451 |
|
$ |
(1,267) |
|
|
|
|
|
|
|
|
|
|
REITs generally are not subject to U.S. federal income taxes on that portion of REIT taxable income or capital gain that is distributed to stockholders. For the tax year ended December 31, 2016, as a result of acquisitions located in Canada and the United Kingdom, we were subject to foreign income taxes under the respective tax laws of these jurisdictions.
The provision for income taxes for the year ended December 31, 2016 primarily relates to state taxes, foreign taxes, and taxes based on income generated by entities that are structured as taxable REIT subsidiaries. For the tax years ended December 31, 2016, 2015 and 2014, the foreign tax provision/(benefit) amount included in the consolidated provision for income taxes was ($3,315,000), $7,385,000 and ($6,069,000), respectively.
A reconciliation of income tax expense, which is computed by applying the federal corporate tax rate for the years ended December 31, 2016, 2015 and 2014, to the income tax provision/(benefit) is as follows for the periods presented (dollars in thousands):
96
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes |
|
$ |
372,030 |
|
$ |
313,250 |
|
$ |
178,862 |
Increase / (decrease) in valuation allowance (1) |
|
|
(2,128) |
|
|
13,759 |
|
|
9,133 |
Tax at statutory rate on earnings not subject to federal income taxes |
|
|
(399,571) |
|
|
(319,832) |
|
|
(189,070) |
Foreign permanent depreciation |
|
|
9,205 |
|
|
7,500 |
|
|
4,383 |
Other differences |
|
|
1,336 |
|
|
(8,226) |
|
|
(4,575) |
Totals |
|
$ |
(19,128) |
|
$ |
6,451 |
|
$ |
(1,267) |
|
|
|
|
|
|
|
|
|
|
(1) Excluding purchase price accounting. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax attributes, are summarized as follows for the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs |
|
$ |
(7,089) |
|
$ |
(30,564) |
|
$ |
(1,020) |
Operating loss and interest deduction carryforwards |
|
|
82,469 |
|
|
75,455 |
|
|
47,528 |
Expense accruals and other |
|
|
15,978 |
|
|
6,259 |
|
|
26,191 |
Valuation allowance |
|
|
(96,838) |
|
|
(98,966) |
|
|
(85,207) |
Totals |
|
$ |
(5,480) |
|
$ |
(47,816) |
|
$ |
(12,508) |
|
|
|
|
|
|
|
|
|
|
We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. As required under the provisions of ASC 740, we apply the concepts on an entity-by-entity, jurisdiction-by-jurisdiction basis. With respect to the analysis of certain entities in multiple jurisdictions, a significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2016. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth.
On the basis of the evaluations performed as required by the codification, valuation allowances totaling $96,838,000 were recorded on U.S. taxable REIT subsidiaries as well as entities in other jurisdictions to limit the deferred tax assets to the amount that we believe is more likely that not realizable. However, the amount of the deferred tax asset considered realizable could be adjusted if (i) estimates of future taxable income during the carryforward period are reduced or increased or (ii) objective negative evidence in the form of cumulative losses is no longer present (and additional weight may be given to subjective evidence such as our projections for growth). The valuation allowance rollforward is summarized as follows for the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Beginning balance |
|
$ |
98,966 |
|
$ |
85,207 |
|
$ |
71,955 |
Additions: |
|
|
|
|
|
|
|
|
|
Purchase price accounting |
|
|
- |
|
|
- |
|
|
4,119 |
Expense |
|
|
(2,128) |
|
|
13,759 |
|
|
9,133 |
Ending balance |
|
$ |
96,838 |
|
$ |
98,966 |
|
$ |
85,207 |
|
|
|
|
|
|
|
|
|
|
As a result of certain acquisitions, we are subject to corporate level taxes for any related asset dispositions that may occur during the five-year period immediately after such assets were owned by a C corporation (“built-in gains tax”). The amount of income potentially subject to this special corporate level tax is generally equal to the lesser of (a) the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset, or (b) the actual amount of gain. Some but not all gains recognized during this period of time could be offset by available net operating losses and capital loss carryforwards. During the year ended December 31, 2016, we acquired certain additional assets with built-in gains as of the date of acquisition that could be subject to the built-in
97
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
gains tax if disposed of prior to the expiration of the applicable ten-year period. We have not recorded a deferred tax liability as a result of the potential built-in gains tax based on our intentions with respect to such properties and available tax planning strategies.
Under the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”), for taxable years beginning after July 30, 2008, the REIT may lease “qualified health care properties” on an arm’s-length basis to a TRS if the property is operated on behalf of such subsidiary 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 consolidated financial statements and are subject to federal and state income taxes as the operations of such facilities are included in a TRS. Certain net operating loss carryforwards could be utilized to offset taxable income in future years .
Given the applicable statute of limitations, we generally are subject to audit by the Internal Revenue Service (“IRS”) for the year ended December 31, 2013 and subsequent years. The statute of limitations may vary in the states in which we own properties or conduct business. We do not expect to be subject to audit by state taxing authorities for any year prior to the year ended December 31, 2010. We are also subject to audit by the Canada Revenue Agency and provincial authorities generally for periods subsequent to May 2012 related to entities acquired or formed in connection with acquisitions, and by HM Revenue & Customs for periods subsequent to August 2012 related to entities acquired or formed in connection with acquisitions.
At December 31, 2016, we had a net operating loss (“NOL”) carryforward related to the REIT of $418,739,000. Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards will expire through 2035.
At December 31, 2016 and 2015, we had a net operating loss carryforward related to Canadian entities of $104,988,000, and $78,680,000, respectively. These Canadian losses have a 20-year carryforward period. At December 31, 2016 and 2015, we had a net operating loss carryforward related to United Kingdom entities of $158,156,000 and $179,598,000, respectively. These United Kingdom losses do not have a finite carryforward period.
19. Retirement Arrangements
We have a Supplemental Executive Retirement Plan (“SERP”), a non-qualified defined benefit pension plan, which provides one former executive officer with supplemental deferred retirement benefits. The SERP provides an opportunity for the participant to receive retirement benefits that cannot be paid under our tax-qualified plans because of the restrictions imposed by ERISA and the Internal Revenue Code of 1986, as amended. Benefits are based on compensation and length of service and the SERP is unfunded. Benefit payments are expected to total $4,179,000 during the next three fiscal years. We use a December 31 measurement date for the SERP. The accrued liability on our balance sheet for the SERP was $4,081,000 at December 31, 2016 ($5,474,000 at December 31, 2015).
On April 13, 2014, George L. Chapman, formerly the Chairman, Chief Executive Officer and President of the Company, informed the Board of Directors that he wished to retire from the Company, effective immediately. As a result of Mr. Chapman’s retirement, general and administrative expenses for the year ended December 31, 2014 included charges of $19,688,000 related to: (i) the acceleration of $9,223,000 of deferred compensation for restricted stock; and (ii) consulting, retirement payments and other costs of $10,465,000.
98
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Quarterly Results of Operations (Unaudited)
The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2016 and 2015 (in thousands, except per share data). The sum of individual quarterly amounts may not agree to the annual amounts included in the consolidated statements of income due to rounding.
21. 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 (“VIE”). We have concluded that we are the primary beneficiary of these VIE’s 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 VIE’s in the aggregate (in thousands):
99
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — Integrated Framework.
The scope of management’s assessment as of December 31, 2016 did not include an assessment of the internal control over financial reporting for certain acquisitions because the business combinations occurred during the year ended December 31, 2016. The acquired businesses represent 4% of total assets at December 31, 2016 and less than 1% of revenues and net operating income for the year then ended. The scope of management’s assessment on internal control over financial reporting for the year ended December 31, 2017 will include the aforementioned acquired operations.
Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2016.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended) occurred during the fourth quarter of the one-year period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
100
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Welltower Inc.
We have audited Welltower Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria, 2013 framework). Welltower Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of certain acquisitions, which are included in the 2016 consolidated financial statements of Welltower Inc. and subsidiaries and aggregate to 4% of total assets as of December 31, 2016 and less than 1% of revenues and net operating income for the year then ended. Our audit of the internal control over financial reporting of Welltower Inc. also did not include an evaluation of the internal control over financial reporting of the aforementioned acquisitions.
In our opinion, Welltower Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Welltower Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2016 of Welltower Inc. and subsidiaries and our report dated February 22, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Toledo , Ohio
February 22, 2017
Item 9B. Other Information
None.
101
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information under the headings “Election of Directors,” “Corporate Governance,” “Executive Officers,” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement, which will be filed with the Securities and Exchange Commission (the “Commission”) prior to May 1, 2017.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the Company will be promptly disclosed on the Internet at www.welltower.com.
In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at www.welltower.com/investors/governance.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our definitive proxy statement, which will be filed with the Commission prior to May 1, 2017.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information under the headings “Security Ownership of Directors and Management and Certain Beneficial Owners” and “Equity Compensation Plan Information” in our definitive proxy statement, which will be filed with the Commission prior to May 1, 2017.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this Item is incorporated herein by reference to the information under the headings “Corporate Governance — Independence and Meetings” and “Security Ownership of Directors and Management and Certain Beneficial Owners — Certain Relationships and Related Transactions” in our definitive proxy statement, which will be filed with the Commission prior to May 1, 2017.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the information under the heading “Ratification of the Appointment of the Independent Registered Public Accounting Firm” in our definitive proxy statement, which will be filed with the Commission prior to May 1, 2017.
102
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Our Consolidated Financial Statements are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm |
64 |
Consolidated Balance Sheets – December 31, 2016 and 2015 |
65 |
Consolidated Statements of Comprehensive Income — Years ended December 31, 2016, 2015 and 2014 |
66 |
Consolidated Statements of Equity — Years ended December 31, 2016, 2015 and 2014 |
68 |
Consolidated Statements of Cash Flows — Years ended December 31, 2016, 2015 and 2014 |
69 |
Notes to Consolidated Financial Statements |
70 |
2. The following Financial Statement Schedules are included in Item 15(c):
III – Real Estate and Accumulated Depreciation
IV – Mortgage Loans on Real Estate
The financial statement schedule required by Item15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K.
3. Exhibit Index:
The information required by this item is set forth on the Exhibit Index that follows the Financial Statement Schedules to this Annual Report on Form 10-K.
(b) Exhibits:
The exhibits listed on the Exhibit Index are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.
(c) Financial Statement Schedules:
Financial statement schedules are included beginning on page 105.
103
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 22, 2017
WELLTOWER INC.
By: /s/ T homas J. DeRosa
Thomas J. DeRosa,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 22, 2017 by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Jeffrey H. Donahue ** |
/s/ Sergio D. Rivera ** |
Jeffrey H. Donahue, Chairman of the Board |
Sergio D. Rivera, Director |
|
|
/s/ Kenneth J. Bacon ** |
/s/ R. Scott Trumbull ** |
Kenneth J. Bacon, Director |
R. Scott Trumbull, Director |
|
|
/s/ Fred S. Klipsch ** |
/s/ Thomas J. DeRosa ** |
Fred S. Klipsch, Director |
Thomas J. DeRosa, Chief Executive Officer and Director |
|
(Principal Executive Officer) |
|
|
/s/ Geoffrey G. Meyers ** |
/s/ Scott A. Estes ** |
Geoffrey G. Meyers, Director |
Scott A. Estes, Executive Vice President and Chief |
|
Financial Officer (Principal Financial Officer) |
|
|
/s/ Timothy J. Naughton ** |
/s/ Paul D. Nungester, Jr.** |
Timothy J. Naughton, Director |
Paul D. Nungester, Jr., Senior Vice President and |
|
Controller (Principal Accounting Officer) |
|
|
/s/ Sharon M. Oster ** |
**By: /s/ Thomas J. DeRosa |
Sharon M. Oster, Director |
Thomas J. DeRosa, Attorney-in-Fact |
/s/ Judith C. Pelham ** |
|
Judith C. Pelham, Director |
|
|
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Welltower Inc. |
|
|
||||||||||||||||||
Schedule III |
|
|
||||||||||||||||||
Real Estate and Accumulated Depreciation |
|
|
||||||||||||||||||
December 31, 2016 |
|
|
||||||||||||||||||
(Dollars in thousands) |
|
|
|
Initial Cost to Company |
|
|
|
Gross Amount at Which Carried at Close of Period |
|
|
|
|
|
|
||||||
Description |
|
Encumbrances |
|
Land |
|
Building & Improvements |
|
Cost Capitalized Subsequent to Acquisition |
|
Land |
|
Building & Improvements |
|
Accumulated Depreciation (1) |
|
Year Acquired |
|
Year Built |
|
Address |
Triple-net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Abilene, TX |
$ |
- |
$ |
950 |
$ |
20,987 |
$ |
185 |
$ |
950 |
$ |
21,172 |
$ |
1,409 |
|
2014 |
|
1998 |
|
6565 Central Park Boulevard |
Abilene, TX |
|
- |
|
990 |
|
8,187 |
|
800 |
|
990 |
|
8,987 |
|
496 |
|
2014 |
|
1985 |
|
1250 East N 10th Street |
Aboite Twp, IN |
|
- |
|
1,770 |
|
19,930 |
|
1,601 |
|
1,770 |
|
21,531 |
|
3,483 |
|
2010 |
|
2008 |
|
611 W County Line Rd South |
Agawam, MA |
|
- |
|
880 |
|
16,112 |
|
2,134 |
|
880 |
|
18,246 |
|
7,193 |
|
2002 |
|
1993 |
|
1200 Suffield St. |
Agawam, MA |
|
- |
|
1,230 |
|
13,618 |
|
593 |
|
1,230 |
|
14,211 |
|
2,393 |
|
2011 |
|
1975 |
|
61 Cooper Street |
Agawam, MA |
|
- |
|
930 |
|
15,304 |
|
292 |
|
930 |
|
15,596 |
|
2,524 |
|
2011 |
|
1970 |
|
55 Cooper Street |
Agawam, MA |
|
- |
|
920 |
|
10,661 |
|
36 |
|
920 |
|
10,697 |
|
1,826 |
|
2011 |
|
1985 |
|
464 Main Street |
Agawam, MA |
|
- |
|
920 |
|
10,562 |
|
45 |
|
920 |
|
10,607 |
|
1,811 |
|
2011 |
|
1967 |
|
65 Cooper Street |
Albertville, AL |
|
1,956 |
|
170 |
|
6,203 |
|
280 |
|
176 |
|
6,477 |
|
1,423 |
|
2010 |
|
1999 |
|
151 Woodham Dr. |
Alexandria, IN |
|
- |
|
190 |
|
6,491 |
|
- |
|
190 |
|
6,491 |
|
408 |
|
2014 |
|
1982 |
|
1912 South Park Avenue |
Ames, IA |
|
- |
|
330 |
|
8,870 |
|
- |
|
330 |
|
8,870 |
|
1,596 |
|
2010 |
|
1999 |
|
1325 Coconino Rd. |
Anderson, SC |
|
- |
|
710 |
|
6,290 |
|
419 |
|
710 |
|
6,709 |
|
3,032 |
|
2003 |
|
1986 |
|
311 Simpson Rd. |
Ankeny, IA |
|
- |
|
1,129 |
|
10,270 |
|
- |
|
1,129 |
|
10,270 |
|
255 |
|
2016 |
|
2012 |
|
1275 SW State Street |
Apple Valley, CA |
|
10,250 |
|
480 |
|
16,639 |
|
168 |
|
486 |
|
16,801 |
|
3,770 |
|
2010 |
|
1999 |
|
11825 Apple Valley Rd. |
Asheboro, NC |
|
- |
|
290 |
|
5,032 |
|
165 |
|
290 |
|
5,197 |
|
1,897 |
|
2003 |
|
1998 |
|
514 Vision Dr. |
Asheville, NC |
|
- |
|
204 |
|
3,489 |
|
- |
|
204 |
|
3,489 |
|
1,697 |
|
1999 |
|
1999 |
|
4 Walden Ridge Dr. |
Asheville, NC |
|
- |
|
280 |
|
1,955 |
|
351 |
|
280 |
|
2,306 |
|
932 |
|
2003 |
|
1992 |
|
308 Overlook Rd. |
Aspen Hill, MD |
|
- |
|
- |
|
9,008 |
|
2,394 |
|
- |
|
11,402 |
|
1,687 |
|
2011 |
|
1988 |
|
3227 Bel Pre Road |
Atchison, KS |
|
- |
|
140 |
|
5,610 |
|
8 |
|
140 |
|
5,618 |
|
158 |
|
2015 |
|
2001 |
|
1301 N 4th St. |
Atlanta, GA |
|
7,294 |
|
2,058 |
|
14,914 |
|
1,143 |
|
2,080 |
|
16,035 |
|
11,207 |
|
1997 |
|
1999 |
|
1460 S Johnson Ferry Rd. |
Aurora, OH |
|
- |
|
1,760 |
|
14,148 |
|
106 |
|
1,760 |
|
14,254 |
|
2,517 |
|
2011 |
|
2002 |
|
505 S. Chillicothe Rd |
Aurora, CO |
|
- |
|
2,600 |
|
5,906 |
|
7,915 |
|
2,600 |
|
13,821 |
|
5,212 |
|
2006 |
|
1988 |
|
14101 E. Evans Ave. |
Aurora, CO |
|
- |
|
2,440 |
|
28,172 |
|
- |
|
2,440 |
|
28,172 |
|
9,071 |
|
2006 |
|
2007 |
|
14211 E. Evans Ave. |
Austin, TX |
|
18,076 |
|
880 |
|
9,520 |
|
1,216 |
|
885 |
|
10,731 |
|
5,113 |
|
1999 |
|
1998 |
|
12429 Scofield Farms Dr. |
Avon, IN |
|
- |
|
1,830 |
|
14,470 |
|
- |
|
1,830 |
|
14,470 |
|
2,719 |
|
2010 |
|
2004 |
|
182 S Country RD. 550E |
Avon, IN |
|
- |
|
900 |
|
19,444 |
|
- |
|
900 |
|
19,444 |
|
1,201 |
|
2014 |
|
2013 |
|
10307 E. CR 100 N |
Avon Lake, OH |
|
- |
|
790 |
|
10,421 |
|
5,822 |
|
790 |
|
16,243 |
|
2,195 |
|
2011 |
|
2001 |
|
345 Lear Rd. |
Ayer, MA |
|
- |
|
- |
|
22,074 |
|
3 |
|
- |
|
22,077 |
|
3,464 |
|
2011 |
|
1988 |
|
400 Groton Road |
Baldwin City, KS |
|
- |
|
190 |
|
4,810 |
|
40 |
|
190 |
|
4,850 |
|
138 |
|
2015 |
|
2000 |
|
321 Crimson Ave |
Bartlesville, OK |
|
- |
|
100 |
|
1,380 |
|
- |
|
100 |
|
1,380 |
|
763 |
|
1996 |
|
1995 |
|
5420 S.E. Adams Blvd. |
Beachwood, OH |
|
- |
|
1,260 |
|
23,478 |
|
- |
|
1,260 |
|
23,478 |
|
9,511 |
|
2001 |
|
1990 |
|
3800 Park East Drive |
Bellingham, WA |
|
8,272 |
|
1,500 |
|
19,861 |
|
321 |
|
1,507 |
|
20,175 |
|
4,423 |
|
2010 |
|
1996 |
|
4415 Columbine Dr. |
Benbrook, TX |
|
- |
|
1,550 |
|
13,553 |
|
1,148 |
|
1,550 |
|
14,701 |
|
2,065 |
|
2011 |
|
1984 |
|
4242 Bryant Irvin Road |
Bend, OR |
|
- |
|
1,210 |
|
9,181 |
|
25 |
|
1,210 |
|
9,206 |
|
410 |
|
2015 |
|
1981 |
|
1801 NE Lotus Drive |
Bethel Park, PA |
|
- |
|
1,700 |
|
16,007 |
|
- |
|
1,700 |
|
16,007 |
|
3,399 |
|
2007 |
|
2009 |
|
5785 Baptist Road |
Beverly Hills, CA |
|
- |
|
6,000 |
|
13,385 |
|
- |
|
6,000 |
|
13,385 |
|
738 |
|
2014 |
|
2000 |
|
220 N Clark Drive |
Bexleyheath, UKI |
|
- |
|
3,750 |
|
10,807 |
|
- |
|
3,750 |
|
10,807 |
|
598 |
|
2014 |
|
1996 |
|
35 West Street |
Birmingham, UKG |
|
- |
|
1,647 |
|
14,853 |
|
- |
|
1,647 |
|
14,853 |
|
674 |
|
2015 |
|
2010 |
|
Clinton Street, Winson Green |
Birmingham, UKG |
|
- |
|
1,591 |
|
19,092 |
|
- |
|
1,591 |
|
19,092 |
|
853 |
|
2015 |
|
2010 |
|
Braymoor Road, Tile Cross |
Birmingham, UKG |
|
- |
|
1,462 |
|
9,056 |
|
- |
|
1,462 |
|
9,056 |
|
417 |
|
2015 |
|
2010 |
|
Clinton Street, Winson Green |
Birmingham, UKG |
|
- |
|
1,184 |
|
10,085 |
|
- |
|
1,184 |
|
10,085 |
|
454 |
|
2015 |
|
1997 |
|
122 Tile Cross Road, Garretts Green |
Bloomington, IN |
|
- |
|
670 |
|
17,423 |
|
- |
|
670 |
|
17,423 |
|
661 |
|
2015 |
|
2015 |
|
363 S. Fieldstone Boulevard |
Boardman, OH |
|
- |
|
1,200 |
|
12,800 |
|
- |
|
1,200 |
|
12,800 |
|
3,447 |
|
2008 |
|
2008 |
|
8049 South Ave. |
Bowling Green, KY |
|
- |
|
3,800 |
|
26,700 |
|
149 |
|
3,800 |
|
26,849 |
|
5,751 |
|
2008 |
|
1992 |
|
1300 Campbell Lane |
Bradenton, FL |
|
- |
|
252 |
|
3,298 |
|
- |
|
252 |
|
3,298 |
|
1,838 |
|
1996 |
|
1995 |
|
6101 Pointe W. Blvd. |
Bradenton, FL |
|
- |
|
480 |
|
9,953 |
|
- |
|
480 |
|
9,953 |
|
1,187 |
|
2012 |
|
2000 |
|
2800 60th Avenue West |
Braintree, MA |
|
- |
|
170 |
|
7,157 |
|
1,290 |
|
170 |
|
8,447 |
|
8,381 |
|
1997 |
|
1968 |
|
1102 Washington St. |
Braintree, UKH |
|
- |
|
- |
|
13,296 |
|
- |
|
- |
|
13,296 |
|
818 |
|
2014 |
|
2009 |
|
Meadow Park Tortoiseshell Way |
Brandon, MS |
|
- |
|
1,220 |
|
10,241 |
|
- |
|
1,220 |
|
10,241 |
|
1,730 |
|
2010 |
|
1999 |
|
140 Castlewoods Blvd |
Brecksville, OH |
|
- |
|
990 |
|
19,353 |
|
- |
|
990 |
|
19,353 |
|
1,185 |
|
2014 |
|
2011 |
|
8757 Brecksville Road |
Bremerton, WA |
|
- |
|
390 |
|
2,210 |
|
144 |
|
390 |
|
2,354 |
|
609 |
|
2006 |
|
1999 |
|
3231 Pine Road |
Bremerton, WA |
|
- |
|
830 |
|
10,420 |
|
950 |
|
830 |
|
11,370 |
|
1,982 |
|
2010 |
|
1984 |
|
3201 Pine Road NE |
Bremerton, WA |
|
- |
|
590 |
|
2,899 |
|
13 |
|
590 |
|
2,912 |
|
221 |
|
2014 |
|
1997 |
|
3210 Rickey Road |
Brentwood, UKH |
|
47,467 |
|
8,537 |
|
45,869 |
|
- |
|
8,537 |
|
45,869 |
|
- |
|
2016 |
|
2013 |
|
London Road |
Brick, NJ |
|
- |
|
1,290 |
|
25,247 |
|
660 |
|
1,290 |
|
25,907 |
|
3,649 |
|
2011 |
|
2000 |
|
458 Jack Martin Blvd. |
Brick, NJ |
|
- |
|
1,170 |
|
17,372 |
|
1,323 |
|
1,184 |
|
18,681 |
|
3,038 |
|
2010 |
|
1998 |
|
515 Jack Martin Blvd |
Brick, NJ |
|
- |
|
690 |
|
17,125 |
|
5,484 |
|
692 |
|
22,607 |
|
2,925 |
|
2010 |
|
1999 |
|
1594 Route 88 |
Bridgewater, NJ |
|
- |
|
1,850 |
|
3,050 |
|
37 |
|
1,850 |
|
3,087 |
|
1,485 |
|
2004 |
|
1970 |
|
875 Route 202/206 North |
Bridgewater, NJ |
|
- |
|
1,730 |
|
48,201 |
|
1,289 |
|
1,752 |
|
49,469 |
|
7,660 |
|
2010 |
|
1999 |
|
2005 Route 22 West |
Bridgewater, NJ |
|
- |
|
1,800 |
|
31,810 |
|
552 |
|
1,800 |
|
32,362 |
|
4,524 |
|
2011 |
|
2001 |
|
680 US-202/206 North |
Broadview Heights, OH |
|
- |
|
920 |
|
12,400 |
|
2,393 |
|
920 |
|
14,793 |
|
5,414 |
|
2001 |
|
1984 |
|
2801 E. Royalton Rd. |
Brookfield, WI |
|
- |
|
1,300 |
|
12,830 |
|
- |
|
1,300 |
|
12,830 |
|
1,091 |
|
2012 |
|
2013 |
|
1185 Davidson Road |
Brooks, AB |
|
1,971 |
|
376 |
|
4,951 |
|
164 |
|
387 |
|
5,103 |
|
306 |
|
2014 |
|
2000 |
|
951 Cassils Road West |
Brookville, IN |
|
- |
|
300 |
|
13,461 |
|
- |
|
300 |
|
13,461 |
|
794 |
|
2014 |
|
1987 |
|
11049 State Road 101 |
Burleson, TX |
|
- |
|
670 |
|
13,985 |
|
345 |
|
670 |
|
14,330 |
|
2,159 |
|
2011 |
|
1988 |
|
300 Huguley Boulevard |
Burleson, TX |
|
- |
|
3,150 |
|
10,437 |
|
576 |
|
3,150 |
|
11,013 |
|
738 |
|
2012 |
|
2014 |
|
621 Old Highway 1187 |
Burlington, NC |
|
- |
|
280 |
|
4,297 |
|
707 |
|
280 |
|
5,004 |
|
1,798 |
|
2003 |
|
2000 |
|
3619 S. Mebane St. |
Burlington, NC |
|
- |
|
460 |
|
5,467 |
|
- |
|
460 |
|
5,467 |
|
2,012 |
|
2003 |
|
1997 |
|
3615 S. Mebane St. |
Burlington, NJ |
|
- |
|
1,700 |
|
12,554 |
|
482 |
|
1,700 |
|
13,036 |
|
2,388 |
|
2011 |
|
1965 |
|
115 Sunset Road |
Burlington, NJ |
|
- |
|
1,170 |
|
19,205 |
|
172 |
|
1,170 |
|
19,377 |
|
3,012 |
|
2011 |
|
1994 |
|
2305 Rancocas Road |
Burlington, WA |
|
- |
|
3,860 |
|
31,722 |
|
84 |
|
3,860 |
|
31,805 |
|
1,518 |
|
2015 |
|
2001 |
|
400 Gilkey Road |
Burnaby, BC |
|
8,082 |
|
7,623 |
|
13,844 |
|
660 |
|
7,858 |
|
14,270 |
|
869 |
|
2014 |
|
2006 |
|
7195 Canada Way |
Calgary, AB |
|
16,716 |
|
2,341 |
|
42,768 |
|
1,408 |
|
2,413 |
|
44,105 |
|
2,549 |
|
2014 |
|
1971 |
|
1729-90th Avenue SW |
Calgary, AB |
|
27,724 |
|
4,569 |
|
70,199 |
|
2,300 |
|
4,709 |
|
72,358 |
|
4,144 |
|
2014 |
|
2001 |
|
500 Midpark Way SE |
Canton, MA |
|
- |
|
820 |
|
8,201 |
|
263 |
|
820 |
|
8,464 |
|
5,743 |
|
2002 |
|
1993 |
|
One Meadowbrook Way |
Canton, OH |
|
- |
|
300 |
|
2,098 |
|
- |
|
300 |
|
2,098 |
|
1,016 |
|
1998 |
|
1998 |
|
1119 Perry Dr., N.W. |
Cape Coral, FL |
|
- |
|
530 |
|
3,281 |
|
- |
|
530 |
|
3,281 |
|
1,318 |
|
2002 |
|
2000 |
|
911 Santa Barbara Blvd. |
Cape Coral, FL |
|
8,716 |
|
760 |
|
18,868 |
|
- |
|
760 |
|
18,868 |
|
2,273 |
|
2012 |
|
2009 |
|
831 Santa Barbara Boulevard |
Cape May Court House, NJ |
|
- |
|
1,440 |
|
17,002 |
|
1,673 |
|
1,440 |
|
18,675 |
|
1,232 |
|
2014 |
|
1990 |
|
144 Magnolia Drive |
Carmel, IN |
|
- |
|
1,700 |
|
19,491 |
|
- |
|
1,700 |
|
19,491 |
|
872 |
|
2015 |
|
2015 |
|
12315 Pennsylvania Street |
Carrollton, TX |
|
- |
|
4,280 |
|
31,444 |
|
861 |
|
4,280 |
|
32,305 |
|
2,510 |
|
2013 |
|
2010 |
|
2105 North Josey Lane |
Carrollton, TX |
|
- |
|
- |
|
- |
|
21,559 |
|
2,010 |
|
19,549 |
|
133 |
|
2014 |
|
2016 |
|
2645 East Trinity Mills Road |
Carson City, NV |
|
- |
|
520 |
|
8,238 |
|
250 |
|
520 |
|
8,488 |
|
731 |
|
2013 |
|
1997 |
|
1111 W. College Parkway |
Cary, NC |
|
- |
|
1,500 |
|
4,350 |
|
986 |
|
1,500 |
|
5,336 |
|
2,441 |
|
1998 |
|
1996 |
|
111 MacArthur |
Castleton, IN |
|
- |
|
920 |
|
15,137 |
|
- |
|
920 |
|
15,137 |
|
970 |
|
2014 |
|
2013 |
|
8405 Clearvista Lake |
Cedar Grove, NJ |
|
- |
|
2,850 |
|
27,737 |
|
20 |
|
2,850 |
|
27,757 |
|
4,438 |
|
2011 |
|
1970 |
|
536 Ridge Road |
Centreville, MD (2) |
|
- |
|
600 |
|
14,602 |
|
241 |
|
600 |
|
14,843 |
|
2,402 |
|
2011 |
|
1978 |
|
205 Armstrong Avenue |
Chapel Hill, NC |
|
- |
|
354 |
|
2,646 |
|
783 |
|
354 |
|
3,429 |
|
1,348 |
|
2002 |
|
1997 |
|
100 Lanark Rd. |
Charles Town, WV |
|
- |
|
230 |
|
22,834 |
|
62 |
|
230 |
|
22,896 |
|
3,471 |
|
2011 |
|
1997 |
|
219 Prospect Ave |
Charleston, WV |
|
- |
|
440 |
|
17,575 |
|
304 |
|
440 |
|
17,879 |
|
2,726 |
|
2011 |
|
1998 |
|
1000 Association Drive, North Gate Business Park |
Chatham, VA |
|
- |
|
320 |
|
14,039 |
|
- |
|
320 |
|
14,039 |
|
936 |
|
2014 |
|
2009 |
|
100 Rorer Street |
Chelmsford, MA |
|
- |
|
1,040 |
|
10,951 |
|
1,499 |
|
1,040 |
|
12,450 |
|
4,016 |
|
2003 |
|
1997 |
|
4 Technology Dr. |
Chester, VA |
|
- |
|
1,320 |
|
18,127 |
|
- |
|
1,320 |
|
18,127 |
|
1,177 |
|
2014 |
|
2009 |
|
12001 Iron Bridge Road |
Chickasha, OK |
|
- |
|
85 |
|
1,395 |
|
- |
|
85 |
|
1,395 |
|
766 |
|
1996 |
|
1996 |
|
801 Country Club Rd. |
Cinnaminson, NJ |
|
- |
|
860 |
|
6,663 |
|
157 |
|
860 |
|
6,820 |
|
1,242 |
|
2011 |
|
1965 |
|
1700 Wynwood Drive |
Citrus Heights, CA |
|
14,252 |
|
2,300 |
|
31,876 |
|
589 |
|
2,300 |
|
32,465 |
|
7,280 |
|
2010 |
|
1997 |
|
7418 Stock Ranch Rd. |
Claremore, OK |
|
- |
|
155 |
|
1,427 |
|
6,130 |
|
155 |
|
7,557 |
|
1,223 |
|
1996 |
|
1996 |
|
1605 N. Hwy. 88 |
Clarksville, TN |
|
- |
|
330 |
|
2,292 |
|
- |
|
330 |
|
2,292 |
|
1,104 |
|
1998 |
|
1998 |
|
2183 Memorial Dr. |
Clayton, NC |
|
- |
|
520 |
|
15,733 |
|
- |
|
520 |
|
15,733 |
|
912 |
|
2014 |
|
2013 |
|
84 Johnson Estate Road |
Cleburne, TX |
|
- |
|
520 |
|
5,369 |
|
- |
|
520 |
|
5,369 |
|
1,379 |
|
2006 |
|
2007 |
|
402 S Colonial Drive |
Clevedon, UKK |
|
- |
|
2,838 |
|
16,927 |
|
- |
|
2,838 |
|
16,927 |
|
1,041 |
|
2014 |
|
1994 |
|
18/19 Elton Road |
Cloquet, MN |
|
- |
|
340 |
|
4,660 |
|
120 |
|
340 |
|
4,780 |
|
700 |
|
2011 |
|
2006 |
|
705 Horizon Circle |
Cobham, UKJ |
|
- |
|
9,808 |
|
24,991 |
|
- |
|
9,808 |
|
24,991 |
|
2,232 |
|
2013 |
|
2013 |
|
Redhill Road |
Colchester, CT |
|
- |
|
980 |
|
4,860 |
|
532 |
|
980 |
|
5,392 |
|
1,061 |
|
2011 |
|
1986 |
|
59 Harrington Court |
Colleyville, TX |
|
- |
|
1,050 |
|
17,082 |
|
- |
|
1,050 |
|
17,082 |
|
- |
|
2016 |
|
2013 |
|
8100 Precinct Line Road |
Colorado Springs, CO |
|
- |
|
4,280 |
|
62,168 |
|
- |
|
4,280 |
|
62,168 |
|
2,132 |
|
2015 |
|
2008 |
|
1605 Elm Creek View |
Colorado Springs, CO |
|
- |
|
1,730 |
|
25,493 |
|
693 |
|
1,730 |
|
26,186 |
|
396 |
|
2016 |
|
2016 |
|
2818 Grand Vista Circle |
Colts Neck, NJ |
|
- |
|
780 |
|
14,733 |
|
1,244 |
|
1,028 |
|
15,729 |
|
2,613 |
|
2010 |
|
2002 |
|
3 Meridian Circle |
Columbia, TN |
|
- |
|
341 |
|
2,295 |
|
- |
|
341 |
|
2,295 |
|
1,112 |
|
1999 |
|
1999 |
|
5011 Trotwood Ave. |
Columbia, SC |
|
- |
|
2,120 |
|
4,860 |
|
5,709 |
|
2,120 |
|
10,569 |
|
4,232 |
|
2003 |
|
2000 |
|
731 Polo Rd. |
Columbia Heights, MN |
|
- |
|
825 |
|
14,175 |
|
163 |
|
825 |
|
14,338 |
|
1,980 |
|
2011 |
|
2009 |
|
3807 Hart Boulevard |
Columbus, IN |
|
- |
|
610 |
|
3,190 |
|
- |
|
610 |
|
3,190 |
|
588 |
|
2010 |
|
1998 |
|
2564 Foxpointe Dr. |
Concord, NC |
|
- |
|
550 |
|
3,921 |
|
55 |
|
550 |
|
3,976 |
|
1,604 |
|
2003 |
|
1997 |
|
2452 Rock Hill Church Rd. |
Concord, NH |
|
- |
|
1,760 |
|
43,179 |
|
606 |
|
1,760 |
|
43,785 |
|
6,683 |
|
2011 |
|
1994 |
|
239 Pleasant Street |
Concord, NH |
|
- |
|
720 |
|
3,041 |
|
340 |
|
720 |
|
3,381 |
|
643 |
|
2011 |
|
1926 |
|
227 Pleasant Street |
Congleton, UKD |
|
- |
|
2,036 |
|
5,120 |
|
- |
|
2,036 |
|
5,120 |
|
284 |
|
2014 |
|
1994 |
|
Rood Hill |
Conroe, TX |
|
- |
|
980 |
|
7,771 |
|
- |
|
980 |
|
7,771 |
|
1,507 |
|
2009 |
|
2010 |
|
903 Longmire Road |
Coppell, TX |
|
- |
|
1,550 |
|
8,386 |
|
46 |
|
1,550 |
|
8,432 |
|
822 |
|
2012 |
|
2013 |
|
1530 East Sandy Lake Road |
Coventry, UKG |
|
- |
|
1,962 |
|
13,830 |
|
- |
|
1,962 |
|
13,830 |
|
646 |
|
2015 |
|
2014 |
|
Banner Lane, Tile Hill |
Crawfordsville, IN |
|
- |
|
720 |
|
17,239 |
|
1,426 |
|
720 |
|
18,665 |
|
1,149 |
|
2014 |
|
2013 |
|
517 Concord Road |
Crown Point, IN |
|
- |
|
920 |
|
20,044 |
|
- |
|
920 |
|
20,044 |
|
852 |
|
2015 |
|
2015 |
|
1555 South Main Street |
Dallas, OR |
|
- |
|
410 |
|
9,427 |
|
1,000 |
|
410 |
|
10,428 |
|
414 |
|
2015 |
|
1972 |
|
664 SE Jefferson |
Danville, VA |
|
- |
|
410 |
|
3,954 |
|
722 |
|
410 |
|
4,676 |
|
1,744 |
|
2003 |
|
1998 |
|
149 Executive Ct. |
Danville, VA |
|
- |
|
240 |
|
8,436 |
|
- |
|
240 |
|
8,436 |
|
558 |
|
2014 |
|
1996 |
|
508 Rison Street |
Daphne, AL |
|
- |
|
2,880 |
|
8,670 |
|
192 |
|
2,880 |
|
8,862 |
|
1,119 |
|
2012 |
|
2001 |
|
27440 County Road 13 |
Dedham, MA |
|
- |
|
1,360 |
|
9,830 |
|
- |
|
1,360 |
|
9,830 |
|
4,191 |
|
2002 |
|
1996 |
|
10 CareMatrix Dr. |
Denton, TX |
|
- |
|
1,760 |
|
8,305 |
|
90 |
|
1,760 |
|
8,395 |
|
1,276 |
|
2010 |
|
2011 |
|
2125 Brinker Rd |
Derby, UKF |
|
- |
|
- |
|
- |
|
10,542 |
|
2,282 |
|
8,260 |
|
276 |
|
2014 |
|
2015 |
|
Rykneld Road |
Dover, DE |
|
- |
|
600 |
|
22,266 |
|
91 |
|
600 |
|
22,357 |
|
3,494 |
|
2011 |
|
1984 |
|
1080 Silver Lake Blvd. |
Dresher, PA |
|
- |
|
2,060 |
|
40,236 |
|
997 |
|
2,083 |
|
41,210 |
|
6,361 |
|
2010 |
|
2001 |
|
1405 N. Limekiln Pike |
Dundalk, MD (2) |
|
- |
|
1,770 |
|
32,047 |
|
784 |
|
1,770 |
|
32,831 |
|
5,091 |
|
2011 |
|
1978 |
|
7232 German Hill Road |
Durham, NC |
|
- |
|
1,476 |
|
10,659 |
|
2,196 |
|
1,476 |
|
12,855 |
|
10,667 |
|
1997 |
|
1999 |
|
4434 Ben Franklin Blvd. |
Dyer, IN |
|
- |
|
1,800 |
|
25,061 |
|
- |
|
1,800 |
|
25,061 |
|
884 |
|
2015 |
|
2015 |
|
1532 Calumet Avenue |
Eagan, MN |
|
17,000 |
|
2,260 |
|
31,643 |
|
4 |
|
2,260 |
|
31,647 |
|
954 |
|
2015 |
|
2004 |
|
3810 Alder Avenue |
East Brunswick, NJ |
|
- |
|
1,380 |
|
34,229 |
|
679 |
|
1,380 |
|
34,908 |
|
4,842 |
|
2011 |
|
1998 |
|
606 Cranbury Rd. |
East Norriton, PA |
|
- |
|
1,200 |
|
28,129 |
|
1,387 |
|
1,262 |
|
29,454 |
|
4,582 |
|
2010 |
|
1988 |
|
2101 New Hope St |
Eastbourne, UKJ |
|
- |
|
4,071 |
|
24,438 |
|
- |
|
4,071 |
|
24,438 |
|
1,483 |
|
2014 |
|
1999 |
|
Carew Road |
Eden, NC |
|
- |
|
390 |
|
4,877 |
|
- |
|
390 |
|
4,877 |
|
1,816 |
|
2003 |
|
1998 |
|
314 W. Kings Hwy. |
Edmond, OK |
|
- |
|
410 |
|
8,388 |
|
- |
|
410 |
|
8,388 |
|
1,099 |
|
2012 |
|
2001 |
|
15401 North Pennsylvania Avenue |
Edmond, OK |
|
- |
|
1,810 |
|
14,849 |
|
1,106 |
|
1,810 |
|
15,955 |
|
1,048 |
|
2014 |
|
1985 |
|
1225 Lakeshore Drive |
Elizabeth City, NC |
|
- |
|
200 |
|
2,760 |
|
2,011 |
|
200 |
|
4,771 |
|
2,040 |
|
1998 |
|
1999 |
|
400 Hastings Lane |
Emeryville, CA |
|
- |
|
2,560 |
|
57,491 |
|
561 |
|
2,560 |
|
58,052 |
|
3,683 |
|
2014 |
|
2010 |
|
1440 40th Street |
Englewood, NJ |
|
- |
|
930 |
|
4,514 |
|
17 |
|
930 |
|
4,531 |
|
797 |
|
2011 |
|
1966 |
|
333 Grand Avenue |
Englishtown, NJ |
|
- |
|
690 |
|
12,520 |
|
1,141 |
|
768 |
|
13,583 |
|
2,270 |
|
2010 |
|
1997 |
|
49 Lasatta Ave |
Epsom, UKJ |
|
39,189 |
|
20,159 |
|
34,803 |
|
- |
|
20,159 |
|
34,803 |
|
- |
|
2016 |
|
2014 |
|
450-458 Reigate Road |
Eugene, OR |
|
- |
|
800 |
|
5,822 |
|
35 |
|
800 |
|
5,857 |
|
254 |
|
2015 |
|
1990 |
|
4550 West Amazon Drive |
Eureka, KS |
|
- |
|
50 |
|
3,950 |
|
40 |
|
50 |
|
3,990 |
|
111 |
|
2015 |
|
1994 |
|
1820 E River St |
Everett, WA |
|
- |
|
1,400 |
|
5,476 |
|
- |
|
1,400 |
|
5,476 |
|
2,558 |
|
1999 |
|
1999 |
|
2015 Lake Heights Dr. |
Fairfield, CA |
|
- |
|
1,460 |
|
14,040 |
|
1,541 |
|
1,460 |
|
15,581 |
|
5,898 |
|
2002 |
|
1998 |
|
3350 Cherry Hills St. |
Fairhope, AL |
|
- |
|
570 |
|
9,119 |
|
46 |
|
570 |
|
9,165 |
|
1,152 |
|
2012 |
|
1987 |
|
50 Spring Run Road |
Fall River, MA |
|
- |
|
620 |
|
5,829 |
|
4,856 |
|
620 |
|
10,685 |
|
4,960 |
|
1996 |
|
1973 |
|
1748 Highland Ave. |
Fanwood, NJ |
|
- |
|
2,850 |
|
55,175 |
|
968 |
|
2,850 |
|
56,143 |
|
7,694 |
|
2011 |
|
1982 |
|
295 South Ave. |
Faribault, MN |
|
- |
|
780 |
|
11,539 |
|
50 |
|
780 |
|
11,590 |
|
351 |
|
2015 |
|
2003 |
|
828 1st Street NE |
Farnborough, UKJ |
|
- |
|
2,036 |
|
5,737 |
|
- |
|
2,036 |
|
5,737 |
|
309 |
|
2014 |
|
1980 |
|
Bruntile Close, Reading Road |
Fayetteville, PA |
|
- |
|
2,150 |
|
32,951 |
|
1,802 |
|
2,150 |
|
34,753 |
|
1,267 |
|
2015 |
|
1991 |
|
6375 Chambersburg Road |
Fayetteville, NY |
|
- |
|
410 |
|
3,962 |
|
500 |
|
410 |
|
4,462 |
|
1,759 |
|
2001 |
|
1997 |
|
5125 Highbridge St. |
Findlay, OH |
|
- |
|
200 |
|
1,800 |
|
- |
|
200 |
|
1,800 |
|
933 |
|
1997 |
|
1997 |
|
725 Fox Run Rd. |
Fishers, IN |
|
- |
|
1,500 |
|
14,500 |
|
- |
|
1,500 |
|
14,500 |
|
2,724 |
|
2010 |
|
2000 |
|
9745 Olympia Dr. |
Florence, NJ |
|
- |
|
300 |
|
2,978 |
|
- |
|
300 |
|
2,978 |
|
1,191 |
|
2002 |
|
1999 |
|
901 Broad St. |
Florence, AL |
|
6,879 |
|
353 |
|
13,049 |
|
200 |
|
385 |
|
13,217 |
|
2,888 |
|
2010 |
|
1999 |
|
3275 County Road 47 |
Flourtown, PA |
|
- |
|
1,800 |
|
14,830 |
|
236 |
|
1,800 |
|
15,066 |
|
2,436 |
|
2011 |
|
1908 |
|
350 Haws Lane |
Flower Mound, TX |
|
- |
|
1,800 |
|
8,414 |
|
37 |
|
1,800 |
|
8,451 |
|
1,014 |
|
2011 |
|
2012 |
|
4141 Long Prairie Road |
Folsom, CA |
|
- |
|
- |
|
33,600 |
|
- |
|
1,582 |
|
32,018 |
|
3,087 |
|
2013 |
|
2009 |
|
330 Montrose Drive |
Forest City, NC |
|
- |
|
320 |
|
4,497 |
|
- |
|
320 |
|
4,497 |
|
1,691 |
|
2003 |
|
1999 |
|
493 Piney Ridge Rd. |
Fort Ashby, WV |
|
- |
|
330 |
|
19,566 |
|
128 |
|
330 |
|
19,694 |
|
2,983 |
|
2011 |
|
1980 |
|
Diane Drive, Box 686 |
Fort Collins, CO |
|
- |
|
3,680 |
|
58,608 |
|
- |
|
3,680 |
|
58,608 |
|
2,003 |
|
2015 |
|
2007 |
|
4750 Pleasant Oak Drive |
Fort Wayne, IN |
|
- |
|
170 |
|
8,232 |
|
- |
|
170 |
|
8,232 |
|
2,167 |
|
2006 |
|
2006 |
|
2626 Fairfield Ave. |
Fort Worth, TX |
|
- |
|
450 |
|
13,615 |
|
5,086 |
|
450 |
|
18,701 |
|
3,016 |
|
2010 |
|
2011 |
|
425 Alabama Ave. |
Franconia, NH |
|
- |
|
360 |
|
11,320 |
|
70 |
|
360 |
|
11,390 |
|
1,805 |
|
2011 |
|
1971 |
|
93 Main Street |
Fredericksburg, VA |
|
- |
|
1,000 |
|
20,000 |
|
1,200 |
|
1,000 |
|
21,200 |
|
6,351 |
|
2005 |
|
1999 |
|
3500 Meekins Dr. |
Fredericksburg, VA |
|
- |
|
1,130 |
|
23,202 |
|
- |
|
1,130 |
|
23,202 |
|
1,387 |
|
2014 |
|
2010 |
|
140 Brimley Drive |
Fredonia, KS |
|
- |
|
40 |
|
460 |
|
35 |
|
40 |
|
495 |
|
20 |
|
2015 |
|
1991 |
|
2111 E Washington St |
Fremont, CA |
|
18,517 |
|
3,400 |
|
25,300 |
|
3,203 |
|
3,456 |
|
28,447 |
|
8,469 |
|
2005 |
|
1987 |
|
2860 Country Dr. |
Fresno, CA |
|
- |
|
2,500 |
|
35,800 |
|
118 |
|
2,500 |
|
35,918 |
|
7,701 |
|
2008 |
|
1991 |
|
7173 North Sharon Avenue |
Gardner, KS |
|
- |
|
200 |
|
2,800 |
|
58 |
|
200 |
|
2,858 |
|
85 |
|
2015 |
|
2000 |
|
869 Juniper Terrace |
Gardnerville, NV |
|
11,967 |
|
1,143 |
|
10,831 |
|
1,075 |
|
1,164 |
|
11,885 |
|
8,531 |
|
1998 |
|
1999 |
|
1565-A Virginia Ranch Rd. |
Gastonia, NC |
|
- |
|
470 |
|
6,129 |
|
- |
|
470 |
|
6,129 |
|
2,245 |
|
2003 |
|
1998 |
|
1680 S. New Hope Rd. |
Gastonia, NC |
|
- |
|
310 |
|
3,096 |
|
22 |
|
310 |
|
3,118 |
|
1,212 |
|
2003 |
|
1994 |
|
1717 Union Rd. |
Gastonia, NC |
|
- |
|
400 |
|
5,029 |
|
120 |
|
400 |
|
5,149 |
|
1,901 |
|
2003 |
|
1996 |
|
1750 Robinwood Rd. |
Georgetown, TX |
|
- |
|
200 |
|
2,100 |
|
- |
|
200 |
|
2,100 |
|
1,077 |
|
1997 |
|
1997 |
|
2600 University Dr., E. |
Gettysburg, PA |
|
- |
|
590 |
|
8,913 |
|
116 |
|
590 |
|
9,029 |
|
1,568 |
|
2011 |
|
1987 |
|
867 York Road |
Gig Harbor, WA |
|
4,867 |
|
1,560 |
|
15,947 |
|
253 |
|
1,583 |
|
16,177 |
|
3,453 |
|
2010 |
|
1994 |
|
3213 45th St. Court NW |
Glastonbury, CT |
|
- |
|
1,950 |
|
9,532 |
|
2,077 |
|
2,360 |
|
11,199 |
|
1,724 |
|
2011 |
|
1966 |
|
72 Salmon Brook Drive |
Granbury, TX |
|
- |
|
2,040 |
|
30,670 |
|
258 |
|
2,040 |
|
30,928 |
|
4,646 |
|
2011 |
|
2009 |
|
100 Watermark Boulevard |
Granbury, TX |
|
- |
|
2,550 |
|
2,940 |
|
480 |
|
2,550 |
|
3,420 |
|
476 |
|
2012 |
|
1996 |
|
916 East Highway 377 |
Grand Ledge, MI |
|
- |
|
1,150 |
|
16,286 |
|
5,119 |
|
1,150 |
|
21,405 |
|
3,150 |
|
2010 |
|
1999 |
|
4775 Village Dr |
Granger, IN |
|
- |
|
1,670 |
|
21,280 |
|
2,401 |
|
1,670 |
|
23,681 |
|
3,773 |
|
2010 |
|
2009 |
|
6330 North Fir Rd |
Grapevine, TX |
|
- |
|
- |
|
- |
|
19,803 |
|
2,220 |
|
17,583 |
|
659 |
|
2013 |
|
2014 |
|
4545 Merlot Drive |
Grass Valley, CA |
|
4,193 |
|
260 |
|
7,667 |
|
258 |
|
260 |
|
7,925 |
|
643 |
|
2013 |
|
2001 |
|
415 Sierra College Drive |
Greenfield, WI |
|
- |
|
- |
|
15,204 |
|
- |
|
890 |
|
14,314 |
|
1,285 |
|
2013 |
|
1983 |
|
5017 South 110th Street |
Greensboro, NC |
|
- |
|
330 |
|
2,970 |
|
554 |
|
330 |
|
3,524 |
|
1,343 |
|
2003 |
|
1996 |
|
5809 Old Oak Ridge Rd. |
Greensboro, NC |
|
- |
|
560 |
|
5,507 |
|
1,013 |
|
560 |
|
6,520 |
|
2,467 |
|
2003 |
|
1997 |
|
4400 Lawndale Dr. |
Greenville, SC |
|
- |
|
310 |
|
4,750 |
|
- |
|
310 |
|
4,750 |
|
1,704 |
|
2004 |
|
1997 |
|
23 Southpointe Dr. |
Greenville, NC |
|
- |
|
290 |
|
4,393 |
|
168 |
|
290 |
|
4,561 |
|
1,666 |
|
2003 |
|
1998 |
|
2715 Dickinson Ave. |
Greenwood, IN |
|
- |
|
1,550 |
|
22,770 |
|
81 |
|
1,550 |
|
22,851 |
|
3,736 |
|
2010 |
|
2007 |
|
2339 South SR 135 |
Groton, CT |
|
- |
|
2,430 |
|
19,941 |
|
911 |
|
2,430 |
|
20,852 |
|
3,532 |
|
2011 |
|
1975 |
|
1145 Poquonnock Road |
Haddonfield, NJ |
|
- |
|
- |
|
- |
|
16,883 |
|
520 |
|
16,363 |
|
790 |
|
2011 |
|
2015 |
|
132 Warwick Road |
Hamburg, PA |
|
- |
|
840 |
|
10,543 |
|
215 |
|
840 |
|
10,758 |
|
1,932 |
|
2011 |
|
1966 |
|
125 Holly Road |
Hamilton, NJ |
|
- |
|
440 |
|
4,469 |
|
- |
|
440 |
|
4,469 |
|
1,774 |
|
2001 |
|
1998 |
|
1645 Whitehorse-Mercerville Rd. |
Hanford, UKG |
|
- |
|
1,382 |
|
9,829 |
|
- |
|
1,382 |
|
9,829 |
|
887 |
|
2013 |
|
2012 |
|
Bankhouse Road |
Harrow, UKI |
|
- |
|
7,402 |
|
8,266 |
|
- |
|
7,402 |
|
8,266 |
|
476 |
|
2014 |
|
2001 |
|
177 Preston Hill |
Hatboro, PA |
|
- |
|
- |
|
28,112 |
|
1,746 |
|
- |
|
29,858 |
|
4,501 |
|
2011 |
|
1996 |
|
3485 Davisville Road |
Hatfield, UKH |
|
- |
|
2,924 |
|
7,527 |
|
- |
|
2,924 |
|
7,527 |
|
684 |
|
2013 |
|
2012 |
|
St Albans Road East |
Haverford, PA |
|
- |
|
1,880 |
|
33,993 |
|
987 |
|
1,883 |
|
34,977 |
|
5,374 |
|
2010 |
|
2000 |
|
731 Old Buck Lane |
Hemet, CA |
|
- |
|
870 |
|
3,405 |
|
- |
|
870 |
|
3,405 |
|
847 |
|
2007 |
|
1996 |
|
25818 Columbia St. |
Herne Bay, UKJ |
|
- |
|
1,900 |
|
24,353 |
|
- |
|
1,900 |
|
24,353 |
|
2,464 |
|
2013 |
|
2011 |
|
165 Reculver Road |
Hiawatha, KS |
|
- |
|
40 |
|
4,210 |
|
22 |
|
40 |
|
4,232 |
|
123 |
|
2015 |
|
1996 |
|
400 Kansas Ave |
Hickory, NC |
|
- |
|
290 |
|
987 |
|
232 |
|
290 |
|
1,219 |
|
604 |
|
2003 |
|
1994 |
|
2530 16th St. N.E. |
High Point, NC |
|
- |
|
560 |
|
4,443 |
|
793 |
|
560 |
|
5,236 |
|
1,960 |
|
2003 |
|
2000 |
|
1568 Skeet Club Rd. |
High Point, NC |
|
- |
|
370 |
|
2,185 |
|
410 |
|
370 |
|
2,595 |
|
1,032 |
|
2003 |
|
1999 |
|
1564 Skeet Club Rd. |
High Point, NC |
|
- |
|
330 |
|
3,395 |
|
28 |
|
330 |
|
3,423 |
|
1,291 |
|
2003 |
|
1994 |
|
201 W. Hartley Dr. |
High Point, NC |
|
- |
|
430 |
|
4,143 |
|
- |
|
430 |
|
4,143 |
|
1,549 |
|
2003 |
|
1998 |
|
1560 Skeet Club Rd. |
Highland Park, IL |
|
- |
|
2,820 |
|
15,832 |
|
189 |
|
2,820 |
|
16,021 |
|
1,714 |
|
2011 |
|
2012 |
|
1651 Richfield Avenue |
Highlands Ranch, CO |
|
- |
|
940 |
|
3,721 |
|
4,983 |
|
940 |
|
8,704 |
|
1,879 |
|
2002 |
|
1999 |
|
9160 S. University Blvd. |
Hinckley, UKF |
|
- |
|
2,159 |
|
4,194 |
|
- |
|
2,159 |
|
4,194 |
|
418 |
|
2013 |
|
2013 |
|
Tudor Road |
Hindhead, UKJ |
|
38,700 |
|
17,852 |
|
48,645 |
|
- |
|
17,852 |
|
48,645 |
|
- |
|
2016 |
|
2012 |
|
Portsmouth Road |
Hockessin, DE |
|
- |
|
1,120 |
|
6,308 |
|
1,234 |
|
1,120 |
|
7,542 |
|
497 |
|
2014 |
|
1992 |
|
100 Saint Claire Drive |
Holton, KS |
|
- |
|
40 |
|
7,460 |
|
12 |
|
40 |
|
7,472 |
|
203 |
|
2015 |
|
1996 |
|
410 Juniper Dr |
Howell, NJ |
|
9,177 |
|
1,066 |
|
21,577 |
|
383 |
|
1,070 |
|
21,956 |
|
3,507 |
|
2010 |
|
2007 |
|
100 Meridian Place |
Hutchinson, KS |
|
- |
|
600 |
|
10,590 |
|
194 |
|
600 |
|
10,784 |
|
3,453 |
|
2004 |
|
1997 |
|
2416 Brentwood |
Indianapolis, IN |
|
- |
|
495 |
|
6,287 |
|
22,565 |
|
495 |
|
28,852 |
|
10,370 |
|
2006 |
|
1981 |
|
8616 W. Tenth St. |
Indianapolis, IN |
|
- |
|
255 |
|
2,473 |
|
12,123 |
|
255 |
|
14,596 |
|
5,170 |
|
2006 |
|
1981 |
|
8616 W.Tenth St. |
Indianapolis, IN |
|
- |
|
870 |
|
14,688 |
|
- |
|
870 |
|
14,688 |
|
945 |
|
2014 |
|
2014 |
|
1635 N Arlington Avenue |
Indianapolis, IN |
|
- |
|
890 |
|
18,781 |
|
- |
|
890 |
|
18,781 |
|
1,104 |
|
2014 |
|
2014 |
|
5404 Georgetown Road |
Jacksonville, FL |
|
- |
|
- |
|
- |
|
25,981 |
|
750 |
|
25,231 |
|
330 |
|
2013 |
|
2014 |
|
5939 Roosevelt Boulevard |
Jacksonville, FL |
|
- |
|
- |
|
- |
|
26,381 |
|
- |
|
26,381 |
|
345 |
|
2013 |
|
2014 |
|
4000 San Pablo Parkway |
Kansas City, KS |
|
- |
|
700 |
|
20,116 |
|
- |
|
700 |
|
20,116 |
|
579 |
|
2015 |
|
2015 |
|
8900 Parallel Parkway |
Kenner, LA |
|
- |
|
1,100 |
|
10,036 |
|
328 |
|
1,100 |
|
10,364 |
|
8,536 |
|
1998 |
|
2000 |
|
1600 Joe Yenni Blvd |
Kennett Square, PA |
|
- |
|
1,050 |
|
22,946 |
|
293 |
|
1,083 |
|
23,206 |
|
3,604 |
|
2010 |
|
2008 |
|
301 Victoria Gardens Dr. |
Kent, WA |
|
- |
|
940 |
|
20,318 |
|
10,470 |
|
940 |
|
30,788 |
|
6,892 |
|
2007 |
|
2000 |
|
24121 116th Avenue SE |
Kingston upon Thames, UKI |
|
40,799 |
|
33,063 |
|
46,696 |
|
- |
|
33,063 |
|
46,696 |
|
- |
|
2016 |
|
2014 |
|
Coombe Lane West |
Kirkland, WA |
|
- |
|
1,880 |
|
4,315 |
|
683 |
|
1,880 |
|
4,998 |
|
1,673 |
|
2003 |
|
1996 |
|
6505 Lakeview Dr. |
Kirkstall, UKE |
|
- |
|
2,437 |
|
9,414 |
|
- |
|
2,437 |
|
9,414 |
|
852 |
|
2013 |
|
2009 |
|
29 Broad Lane |
Kokomo, IN |
|
- |
|
710 |
|
16,044 |
|
- |
|
710 |
|
16,044 |
|
1,030 |
|
2014 |
|
2014 |
|
2200 S. Dixon Rd |
Lafayette, LA |
|
- |
|
1,928 |
|
10,483 |
|
25 |
|
1,928 |
|
10,509 |
|
4,053 |
|
2006 |
|
1993 |
|
204 Energy Parkway |
Lafayette, CO |
|
- |
|
1,420 |
|
20,192 |
|
- |
|
1,420 |
|
20,192 |
|
859 |
|
2015 |
|
2015 |
|
329 Exempla Circle |
Lafayette, IN |
|
- |
|
670 |
|
16,833 |
|
- |
|
670 |
|
16,833 |
|
873 |
|
2015 |
|
2014 |
|
2402 South Street |
Lakeway, TX |
|
- |
|
- |
|
- |
|
27,982 |
|
5,142 |
|
22,840 |
|
1,796 |
|
2007 |
|
2011 |
|
2000 Medical Dr |
Lakewood, CO |
|
- |
|
2,160 |
|
28,091 |
|
49 |
|
2,160 |
|
28,140 |
|
2,086 |
|
2014 |
|
2010 |
|
7395 West Eastman Place |
Lakewood Ranch, FL |
|
- |
|
650 |
|
6,714 |
|
1,988 |
|
650 |
|
8,702 |
|
995 |
|
2011 |
|
2012 |
|
8230 Nature's Way |
Lakewood Ranch, FL |
|
- |
|
1,000 |
|
22,388 |
|
- |
|
1,000 |
|
22,388 |
|
2,646 |
|
2012 |
|
2005 |
|
8220 Natures Way |
Lancaster, CA |
|
9,561 |
|
700 |
|
15,295 |
|
625 |
|
712 |
|
15,907 |
|
3,835 |
|
2010 |
|
1999 |
|
43051 15th St. West |
Langhorne, PA |
|
- |
|
1,350 |
|
24,881 |
|
140 |
|
1,350 |
|
25,021 |
|
4,014 |
|
2011 |
|
1979 |
|
262 Toll Gate Road |
LaPlata, MD (2) |
|
- |
|
700 |
|
19,068 |
|
466 |
|
700 |
|
19,534 |
|
3,108 |
|
2011 |
|
1984 |
|
One Magnolia Drive |
Las Vegas, NV |
|
- |
|
580 |
|
23,420 |
|
- |
|
580 |
|
23,420 |
|
3,341 |
|
2011 |
|
2002 |
|
2500 North Tenaya Way |
Lawrence, KS |
|
- |
|
250 |
|
8,716 |
|
- |
|
250 |
|
8,716 |
|
1,019 |
|
2012 |
|
1996 |
|
3220 Peterson Road |
Lecanto, FL |
|
- |
|
200 |
|
6,900 |
|
- |
|
200 |
|
6,900 |
|
2,378 |
|
2004 |
|
1986 |
|
2341 W. Norvell Bryant Hwy. |
Lee, MA |
|
- |
|
290 |
|
18,135 |
|
926 |
|
290 |
|
19,061 |
|
7,491 |
|
2002 |
|
1998 |
|
600 & 620 Laurel St. |
Leeds, UKE |
|
- |
|
1,974 |
|
13,239 |
|
- |
|
1,974 |
|
13,239 |
|
575 |
|
2015 |
|
2013 |
|
100 Grove Lane |
Leicester, UKF |
|
- |
|
3,060 |
|
24,410 |
|
- |
|
3,060 |
|
24,410 |
|
2,569 |
|
2012 |
|
2010 |
|
307 London Road |
Lenoir, NC |
|
- |
|
190 |
|
3,748 |
|
641 |
|
190 |
|
4,389 |
|
1,636 |
|
2003 |
|
1998 |
|
1145 Powell Rd., N.E. |
Lethbridge, AB |
|
1,469 |
|
1,214 |
|
2,750 |
|
122 |
|
1,251 |
|
2,835 |
|
221 |
|
2014 |
|
2003 |
|
785 Columbia Boulevard West |
Lexana, KS |
|
- |
|
480 |
|
1,770 |
|
95 |
|
480 |
|
1,865 |
|
57 |
|
2015 |
|
1994 |
|
8710 Caenen Lake Rd |
Lexington, NC |
|
- |
|
200 |
|
3,900 |
|
1,015 |
|
200 |
|
4,915 |
|
1,895 |
|
2002 |
|
1997 |
|
161 Young Dr. |
Libertyville, IL |
|
- |
|
6,500 |
|
40,024 |
|
- |
|
6,500 |
|
40,024 |
|
6,270 |
|
2011 |
|
2001 |
|
901 Florsheim Dr |
Lichfield, UKG |
|
- |
|
1,382 |
|
30,324 |
|
- |
|
1,382 |
|
30,324 |
|
1,365 |
|
2015 |
|
2012 |
|
Wissage Road |
Lillington, NC |
|
- |
|
470 |
|
17,579 |
|
- |
|
470 |
|
17,579 |
|
1,089 |
|
2014 |
|
2013 |
|
54 Red Mulberry Way |
Lillington, NC |
|
- |
|
500 |
|
16,451 |
|
- |
|
500 |
|
16,451 |
|
958 |
|
2014 |
|
1999 |
|
2041 NC-210 N |
Lincoln, NE |
|
- |
|
390 |
|
13,807 |
|
95 |
|
390 |
|
13,902 |
|
2,424 |
|
2010 |
|
2000 |
|
7208 Van Dorn St. |
Linwood, NJ |
|
- |
|
800 |
|
21,984 |
|
979 |
|
838 |
|
22,925 |
|
3,685 |
|
2010 |
|
1997 |
|
432 Central Ave |
Litchfield, CT |
|
- |
|
1,240 |
|
17,908 |
|
10,969 |
|
1,254 |
|
28,864 |
|
3,283 |
|
2010 |
|
1998 |
|
19 Constitution Way |
Little Neck, NY |
|
- |
|
3,350 |
|
38,461 |
|
1,235 |
|
3,357 |
|
39,689 |
|
6,221 |
|
2010 |
|
2000 |
|
55-15 Little Neck Pkwy. |
Livermore, CA |
|
- |
|
4,100 |
|
24,996 |
|
- |
|
4,100 |
|
24,996 |
|
1,374 |
|
2014 |
|
1974 |
|
35 Fenton Street |
London, UKI |
|
- |
|
- |
|
- |
|
23,257 |
|
7,439 |
|
15,818 |
|
105 |
|
2015 |
|
2016 |
|
6 Victoria Drive |
Longview, TX |
|
- |
|
610 |
|
5,520 |
|
- |
|
610 |
|
5,520 |
|
1,427 |
|
2006 |
|
2007 |
|
311 E Hawkins Pkwy |
Longwood, FL |
|
- |
|
1,260 |
|
6,445 |
|
- |
|
1,260 |
|
6,445 |
|
982 |
|
2011 |
|
2011 |
|
425 South Ronald Reagan Boulevard |
Louisburg, KS |
|
- |
|
280 |
|
4,320 |
|
20 |
|
280 |
|
4,340 |
|
119 |
|
2015 |
|
1996 |
|
202 Rogers St |
Louisville, KY |
|
- |
|
490 |
|
10,010 |
|
2,768 |
|
490 |
|
12,778 |
|
4,245 |
|
2005 |
|
1978 |
|
4604 Lowe Rd |
Lowell, MA |
|
- |
|
1,070 |
|
13,481 |
|
169 |
|
1,070 |
|
13,650 |
|
2,284 |
|
2011 |
|
1975 |
|
841 Merrimack Street |
Lowell, MA |
|
- |
|
680 |
|
3,378 |
|
44 |
|
680 |
|
3,422 |
|
701 |
|
2011 |
|
1969 |
|
30 Princeton Blvd |
Loxley, UKE |
|
- |
|
1,369 |
|
15,668 |
|
- |
|
1,369 |
|
15,668 |
|
1,573 |
|
2013 |
|
2008 |
|
Loxley Road |
Lutherville, MD |
|
- |
|
1,100 |
|
19,786 |
|
1,675 |
|
1,100 |
|
21,461 |
|
3,285 |
|
2011 |
|
1988 |
|
515 Brightfield Road |
Lynchburg, VA |
|
- |
|
340 |
|
16,114 |
|
- |
|
340 |
|
16,114 |
|
1,011 |
|
2014 |
|
2013 |
|
189 Monica Blvd |
Macungie, PA |
|
- |
|
960 |
|
29,033 |
|
56 |
|
960 |
|
29,089 |
|
4,478 |
|
2011 |
|
1994 |
|
1718 Spring Creek Road |
Mahwah, NJ |
|
- |
|
- |
|
- |
|
28,854 |
|
1,605 |
|
27,249 |
|
1,117 |
|
2012 |
|
2015 |
|
15 Edison Road |
Manalapan, NJ |
|
- |
|
900 |
|
22,624 |
|
347 |
|
900 |
|
22,971 |
|
3,195 |
|
2011 |
|
2001 |
|
445 Route 9 South |
Manassas, VA |
|
- |
|
750 |
|
7,446 |
|
530 |
|
750 |
|
7,976 |
|
2,706 |
|
2003 |
|
1996 |
|
8341 Barrett Dr. |
Mankato, MN |
|
12,512 |
|
1,460 |
|
32,104 |
|
13 |
|
1,460 |
|
32,117 |
|
965 |
|
2015 |
|
2006 |
|
100 Dublin Road |
Mansfield, TX |
|
- |
|
660 |
|
5,251 |
|
- |
|
660 |
|
5,251 |
|
1,373 |
|
2006 |
|
2007 |
|
2281 Country Club Dr |
Manteca, CA |
|
5,878 |
|
1,300 |
|
12,125 |
|
1,566 |
|
1,312 |
|
13,679 |
|
4,520 |
|
2005 |
|
1986 |
|
430 N. Union Rd. |
Marietta, PA |
|
- |
|
1,050 |
|
13,633 |
|
- |
|
1,050 |
|
13,633 |
|
509 |
|
2015 |
|
1999 |
|
2760 Maytown Road |
Marion, IN |
|
- |
|
720 |
|
12,750 |
|
1,136 |
|
720 |
|
13,886 |
|
857 |
|
2014 |
|
2012 |
|
614 W. 14th Street |
Marion, IN |
|
- |
|
990 |
|
9,190 |
|
824 |
|
990 |
|
10,014 |
|
732 |
|
2014 |
|
1976 |
|
505 N. Bradner Avenue |
Marlborough, UKK |
|
- |
|
2,677 |
|
6,822 |
|
- |
|
2,677 |
|
6,822 |
|
384 |
|
2014 |
|
1999 |
|
The Common |
Marlow, UKJ |
|
- |
|
- |
|
- |
|
47,193 |
|
8,772 |
|
38,421 |
|
1,329 |
|
2013 |
|
2014 |
|
210 Little Marlow Road |
Martinsville, VA |
|
- |
|
349 |
|
- |
|
- |
|
349 |
|
- |
|
- |
|
2003 |
|
1900 |
|
Rolling Hills Rd. & US Hwy. 58 |
Marysville, WA |
|
4,355 |
|
620 |
|
4,780 |
|
903 |
|
620 |
|
5,683 |
|
1,905 |
|
2003 |
|
1998 |
|
9802 48th Dr. N.E. |
Matawan, NJ |
|
- |
|
1,830 |
|
20,618 |
|
83 |
|
1,830 |
|
20,701 |
|
2,950 |
|
2011 |
|
1965 |
|
625 State Highway 34 |
Matthews, NC |
|
- |
|
560 |
|
4,738 |
|
- |
|
560 |
|
4,738 |
|
1,810 |
|
2003 |
|
1998 |
|
2404 Plantation Center Dr. |
McHenry, IL |
|
- |
|
1,576 |
|
- |
|
- |
|
1,576 |
|
- |
|
- |
|
2006 |
|
1900 |
|
5200 Block of Bull Valley Road |
McKinney, TX |
|
- |
|
1,570 |
|
7,389 |
|
- |
|
1,570 |
|
7,389 |
|
1,452 |
|
2009 |
|
2010 |
|
2701 Alma Rd. |
McMinnville, OR |
|
- |
|
720 |
|
7,984 |
|
150 |
|
720 |
|
8,134 |
|
350 |
|
2015 |
|
1996 |
|
3121 NE Cumulus Avenue |
McMurray, PA |
|
- |
|
1,440 |
|
15,805 |
|
3,894 |
|
1,440 |
|
19,699 |
|
2,544 |
|
2010 |
|
2011 |
|
240 Cedar Hill Dr |
Mechanicsburg, PA |
|
- |
|
1,350 |
|
16,650 |
|
- |
|
1,350 |
|
16,650 |
|
2,432 |
|
2011 |
|
1971 |
|
4950 Wilson Lane |
Medicine Hat, AB |
|
2,412 |
|
932 |
|
5,566 |
|
200 |
|
961 |
|
5,737 |
|
353 |
|
2014 |
|
1999 |
|
65 Valleyview Drive SW |
Melbourne, FL |
|
- |
|
7,070 |
|
48,257 |
|
16,324 |
|
7,070 |
|
64,581 |
|
11,663 |
|
2007 |
|
2009 |
|
7300 Watersong Lane |
Melville, NY |
|
- |
|
4,280 |
|
73,283 |
|
4,305 |
|
4,299 |
|
77,570 |
|
11,736 |
|
2010 |
|
2001 |
|
70 Pinelawn Rd |
Mendham, NJ |
|
- |
|
1,240 |
|
27,169 |
|
638 |
|
1,240 |
|
27,807 |
|
4,260 |
|
2011 |
|
1968 |
|
84 Cold Hill Road |
Menomonee Falls, WI |
|
- |
|
1,020 |
|
6,984 |
|
1,652 |
|
1,020 |
|
8,636 |
|
1,830 |
|
2006 |
|
2007 |
|
W128 N6900 Northfield Drive |
Mercerville, NJ |
|
- |
|
860 |
|
9,929 |
|
167 |
|
860 |
|
10,096 |
|
1,709 |
|
2011 |
|
1967 |
|
2240 White Horse- Merceville Road |
Meriden, CT |
|
- |
|
1,300 |
|
1,472 |
|
98 |
|
1,300 |
|
1,570 |
|
518 |
|
2011 |
|
1968 |
|
845 Paddock Ave |
Meridian, ID |
|
- |
|
3,600 |
|
20,802 |
|
251 |
|
3,600 |
|
21,053 |
|
7,802 |
|
2006 |
|
2008 |
|
2825 E. Blue Horizon Dr. |
Merrillville, IN |
|
- |
|
700 |
|
11,699 |
|
154 |
|
700 |
|
11,853 |
|
2,781 |
|
2007 |
|
2008 |
|
9509 Georgia St. |
Mesa, AZ |
|
5,805 |
|
950 |
|
9,087 |
|
801 |
|
950 |
|
9,888 |
|
4,367 |
|
1999 |
|
2000 |
|
7231 E. Broadway |
Middleburg Heights, OH |
|
- |
|
960 |
|
7,780 |
|
- |
|
960 |
|
7,780 |
|
2,571 |
|
2004 |
|
1998 |
|
15435 Bagley Rd. |
Middleton, WI |
|
- |
|
420 |
|
4,006 |
|
600 |
|
420 |
|
4,606 |
|
1,689 |
|
2001 |
|
1991 |
|
6701 Stonefield Rd. |
Midland, MI |
|
- |
|
200 |
|
11,025 |
|
5,522 |
|
200 |
|
16,547 |
|
2,118 |
|
2010 |
|
1994 |
|
2325 Rockwell Dr |
Mill Creek, WA |
|
18,239 |
|
10,150 |
|
60,274 |
|
935 |
|
10,179 |
|
61,179 |
|
15,746 |
|
2010 |
|
1998 |
|
14905 Bothell-Everett Hwy |
Millville, NJ |
|
- |
|
840 |
|
29,944 |
|
127 |
|
840 |
|
30,071 |
|
4,710 |
|
2011 |
|
1986 |
|
54 Sharp Street |
Milton Keynes, UKJ |
|
- |
|
1,826 |
|
18,654 |
|
- |
|
1,826 |
|
18,654 |
|
864 |
|
2015 |
|
2007 |
|
Tunbridge Grove, Kents Hill |
Milwaukie, OR |
|
- |
|
400 |
|
6,782 |
|
115 |
|
400 |
|
6,897 |
|
294 |
|
2015 |
|
1991 |
|
5770 SE Kellogg Creek Drive |
Mishawaka, IN |
|
- |
|
740 |
|
16,114 |
|
- |
|
740 |
|
16,114 |
|
1,054 |
|
2014 |
|
2013 |
|
60257 Bodnar Blvd |
Missoula, MT |
|
- |
|
550 |
|
7,490 |
|
377 |
|
550 |
|
7,867 |
|
2,367 |
|
2005 |
|
1998 |
|
3620 American Way |
Monmouth Junction, NJ |
|
- |
|
720 |
|
6,209 |
|
79 |
|
720 |
|
6,288 |
|
1,125 |
|
2011 |
|
1996 |
|
2 Deer Park Drive |
Monroe, NC |
|
- |
|
470 |
|
3,681 |
|
648 |
|
470 |
|
4,329 |
|
1,650 |
|
2003 |
|
2001 |
|
918 Fitzgerald St. |
Monroe, NC |
|
- |
|
310 |
|
4,799 |
|
857 |
|
310 |
|
5,656 |
|
2,046 |
|
2003 |
|
2000 |
|
919 Fitzgerald St. |
Monroe, NC |
|
- |
|
450 |
|
4,021 |
|
114 |
|
450 |
|
4,135 |
|
1,573 |
|
2003 |
|
1997 |
|
1316 Patterson Ave. |
Monroe Township, NJ |
|
- |
|
3,250 |
|
27,771 |
|
91 |
|
3,250 |
|
27,862 |
|
723 |
|
2015 |
|
1996 |
|
319 Forsgate Drive |
Monroe Twp, NJ |
|
- |
|
1,160 |
|
13,193 |
|
102 |
|
1,160 |
|
13,295 |
|
2,268 |
|
2011 |
|
1996 |
|
292 Applegarth Road |
Montville, NJ |
|
- |
|
3,500 |
|
31,002 |
|
847 |
|
3,500 |
|
31,849 |
|
4,485 |
|
2011 |
|
1988 |
|
165 Changebridge Rd. |
Moorestown, NJ |
|
- |
|
2,060 |
|
51,628 |
|
1,569 |
|
2,071 |
|
53,186 |
|
8,185 |
|
2010 |
|
2000 |
|
1205 N. Church St |
Moorestown, NJ |
|
- |
|
6,400 |
|
23,875 |
|
- |
|
6,400 |
|
23,875 |
|
1,824 |
|
2012 |
|
2014 |
|
250 Marter Avenue |
Morehead City, NC |
|
- |
|
200 |
|
3,104 |
|
1,648 |
|
200 |
|
4,752 |
|
2,038 |
|
1999 |
|
1999 |
|
107 Bryan St. |
Morton Grove, IL |
|
- |
|
1,900 |
|
19,374 |
|
159 |
|
1,900 |
|
19,533 |
|
2,673 |
|
2010 |
|
2011 |
|
5520 N. Lincoln Ave. |
Mount Pleasant, SC |
|
- |
|
- |
|
17,200 |
|
- |
|
4,052 |
|
13,149 |
|
1,945 |
|
2013 |
|
1985 |
|
1200 Hospital Drive |
Mount Vernon, WA |
|
- |
|
3,440 |
|
21,842 |
|
2,227 |
|
3,440 |
|
24,069 |
|
1,259 |
|
2014 |
|
1987 |
|
1810 E. Division Street |
Mt. Vernon, WA |
|
- |
|
400 |
|
2,200 |
|
156 |
|
400 |
|
2,356 |
|
627 |
|
2006 |
|
2001 |
|
3807 East College Way |
Murphy, TX |
|
- |
|
1,950 |
|
19,182 |
|
578 |
|
1,950 |
|
19,760 |
|
660 |
|
2015 |
|
2012 |
|
304 West FM 544 |
Nacogdoches, TX |
|
- |
|
390 |
|
5,754 |
|
- |
|
390 |
|
5,754 |
|
1,480 |
|
2006 |
|
2007 |
|
5902 North St |
Naperville, IL |
|
- |
|
3,470 |
|
29,547 |
|
- |
|
3,470 |
|
29,547 |
|
4,718 |
|
2011 |
|
2001 |
|
504 North River Road |
Nashville, TN |
|
- |
|
4,910 |
|
29,590 |
|
- |
|
4,910 |
|
29,590 |
|
6,736 |
|
2008 |
|
2007 |
|
15 Burton Hills Boulevard |
Naugatuck, CT |
|
- |
|
1,200 |
|
15,826 |
|
197 |
|
1,200 |
|
16,023 |
|
2,576 |
|
2011 |
|
1980 |
|
4 Hazel Avenue |
Needham, MA |
|
- |
|
1,610 |
|
13,715 |
|
366 |
|
1,610 |
|
14,081 |
|
6,108 |
|
2002 |
|
1994 |
|
100 West St. |
Neodesha, KS |
|
- |
|
20 |
|
430 |
|
19 |
|
20 |
|
449 |
|
19 |
|
2015 |
|
1994 |
|
400 Fir St |
New Braunfels, TX |
|
- |
|
1,200 |
|
19,800 |
|
10,154 |
|
2,729 |
|
28,425 |
|
3,382 |
|
2011 |
|
2009 |
|
2294 East Common Street |
New Haven, IN |
|
- |
|
176 |
|
3,524 |
|
- |
|
176 |
|
3,524 |
|
1,559 |
|
2004 |
|
1981 |
|
1201 Daly Dr. |
New Moston, UKD |
|
- |
|
1,480 |
|
4,378 |
|
- |
|
1,480 |
|
4,378 |
|
412 |
|
2013 |
|
2010 |
|
90a Broadway |
Newark, DE |
|
- |
|
560 |
|
21,220 |
|
1,488 |
|
560 |
|
22,708 |
|
6,946 |
|
2004 |
|
1998 |
|
200 E. Village Rd. |
Newcastle Under Lyme, UKG |
|
- |
|
1,110 |
|
5,655 |
|
- |
|
1,110 |
|
5,655 |
|
509 |
|
2013 |
|
2010 |
|
Hempstalls Lane |
Newcastle-under-Lyme, UKG |
|
- |
|
1,125 |
|
5,537 |
|
- |
|
1,125 |
|
5,537 |
|
311 |
|
2014 |
|
1999 |
|
Silverdale Road |
Norman, OK |
|
- |
|
55 |
|
1,484 |
|
- |
|
55 |
|
1,484 |
|
875 |
|
1995 |
|
1995 |
|
1701 Alameda Dr. |
Norman, OK |
|
- |
|
1,480 |
|
33,330 |
|
- |
|
1,480 |
|
33,330 |
|
3,858 |
|
2012 |
|
1985 |
|
800 Canadian Trails Drive |
North Augusta, SC |
|
- |
|
332 |
|
2,558 |
|
- |
|
332 |
|
2,558 |
|
1,228 |
|
1999 |
|
1998 |
|
105 North Hills Dr. |
North Bend, OR |
|
- |
|
1,290 |
|
7,361 |
|
686 |
|
1,290 |
|
8,047 |
|
331 |
|
2015 |
|
1995 |
|
2290 Inland Drive |
North Cape May, NJ |
|
- |
|
600 |
|
22,266 |
|
48 |
|
600 |
|
22,314 |
|
3,488 |
|
2011 |
|
1995 |
|
700 Townbank Road |
North Cape May, NJ |
|
- |
|
77 |
|
151 |
|
460 |
|
77 |
|
610 |
|
31 |
|
2015 |
|
1988 |
|
610 Town Bank Road |
Northampton, UKF |
|
- |
|
5,182 |
|
17,348 |
|
- |
|
5,182 |
|
17,348 |
|
1,623 |
|
2013 |
|
2011 |
|
Cliftonville Road |
Northampton, UKF |
|
- |
|
2,013 |
|
6,257 |
|
- |
|
2,013 |
|
6,257 |
|
339 |
|
2014 |
|
2014 |
|
Cliftonville Road |
Nuneaton, UKG |
|
- |
|
3,325 |
|
8,983 |
|
- |
|
3,325 |
|
8,983 |
|
809 |
|
2013 |
|
2011 |
|
132 Coventry Road |
Nuthall, UKF |
|
- |
|
1,628 |
|
6,263 |
|
- |
|
1,628 |
|
6,263 |
|
326 |
|
2014 |
|
2014 |
|
172A Nottingham Road |
Nuthall, UKF |
|
- |
|
2,498 |
|
10,436 |
|
- |
|
2,498 |
|
10,436 |
|
950 |
|
2013 |
|
2011 |
|
172 Nottingham Road |
Oakland, CA |
|
- |
|
4,760 |
|
16,143 |
|
57 |
|
4,760 |
|
16,200 |
|
1,065 |
|
2014 |
|
2002 |
|
468 Perkins Street |
Ocala, FL |
|
- |
|
1,340 |
|
10,564 |
|
- |
|
1,340 |
|
10,564 |
|
2,169 |
|
2008 |
|
2009 |
|
2650 SE 18TH Avenue |
Ogden, UT |
|
- |
|
360 |
|
6,700 |
|
699 |
|
360 |
|
7,399 |
|
2,330 |
|
2004 |
|
1998 |
|
1340 N. Washington Blv. |
Oklahoma City, OK |
|
- |
|
590 |
|
7,513 |
|
- |
|
590 |
|
7,513 |
|
1,761 |
|
2007 |
|
2008 |
|
13200 S. May Ave |
Oklahoma City, OK |
|
- |
|
760 |
|
7,017 |
|
- |
|
760 |
|
7,017 |
|
1,584 |
|
2007 |
|
2009 |
|
11320 N. Council Road |
Olathe, KS |
|
- |
|
1,930 |
|
19,765 |
|
553 |
|
1,930 |
|
20,318 |
|
517 |
|
2016 |
|
2015 |
|
21250 W 151 Street |
Omaha, NE |
|
- |
|
370 |
|
10,230 |
|
- |
|
370 |
|
10,230 |
|
1,823 |
|
2010 |
|
1998 |
|
11909 Miracle Hills Dr. |
Omaha, NE |
|
- |
|
380 |
|
8,769 |
|
- |
|
380 |
|
8,769 |
|
1,647 |
|
2010 |
|
1999 |
|
5728 South 108th St. |
Ona, WV |
|
- |
|
950 |
|
15,998 |
|
- |
|
950 |
|
15,998 |
|
560 |
|
2015 |
|
2007 |
|
100 Weatherholt Drive |
Oneonta, NY |
|
- |
|
80 |
|
5,020 |
|
- |
|
80 |
|
5,020 |
|
1,188 |
|
2007 |
|
1996 |
|
1846 County Highway 48 |
Orem, UT |
|
- |
|
2,150 |
|
24,107 |
|
- |
|
2,150 |
|
24,107 |
|
778 |
|
2015 |
|
2014 |
|
250 East Center Street |
Osage City, KS |
|
- |
|
50 |
|
1,700 |
|
102 |
|
50 |
|
1,802 |
|
56 |
|
2015 |
|
1996 |
|
1403 Laing St |
Osawatomie, KS |
|
- |
|
130 |
|
2,970 |
|
67 |
|
130 |
|
3,037 |
|
90 |
|
2015 |
|
2003 |
|
1520 Parker Ave |
Ottawa, KS |
|
- |
|
160 |
|
6,590 |
|
28 |
|
160 |
|
6,618 |
|
185 |
|
2015 |
|
2007 |
|
2250 S Elm St |
Overland Park, KS |
|
- |
|
3,730 |
|
27,076 |
|
340 |
|
3,730 |
|
27,416 |
|
5,416 |
|
2008 |
|
2009 |
|
12000 Lamar Avenue |
Overland Park, KS |
|
- |
|
4,500 |
|
29,105 |
|
7,295 |
|
4,500 |
|
36,400 |
|
6,277 |
|
2010 |
|
1988 |
|
6101 W 119th St |
Overland Park, KS |
|
- |
|
410 |
|
2,840 |
|
27 |
|
410 |
|
2,867 |
|
90 |
|
2015 |
|
2004 |
|
14430 Metcalf Ave |
Overland Park, KS |
|
- |
|
1,300 |
|
25,311 |
|
677 |
|
1,300 |
|
25,988 |
|
699 |
|
2016 |
|
2015 |
|
7600 Antioch Road |
Owasso, OK |
|
- |
|
215 |
|
1,380 |
|
- |
|
215 |
|
1,380 |
|
737 |
|
1996 |
|
1996 |
|
12807 E. 86th Place N. |
Owensboro, KY |
|
- |
|
225 |
|
13,275 |
|
- |
|
225 |
|
13,275 |
|
4,465 |
|
2005 |
|
1964 |
|
1205 Leitchfield Rd. |
Owenton, KY |
|
- |
|
100 |
|
2,400 |
|
- |
|
100 |
|
2,400 |
|
992 |
|
2005 |
|
1979 |
|
905 Hwy. 127 N. |
Oxford, MI |
|
- |
|
1,430 |
|
15,791 |
|
- |
|
1,430 |
|
15,791 |
|
2,719 |
|
2010 |
|
2001 |
|
701 Market St |
Palestine, TX |
|
- |
|
180 |
|
4,320 |
|
1,300 |
|
180 |
|
5,620 |
|
1,512 |
|
2006 |
|
2005 |
|
1625 W. Spring St. |
Palm Coast, FL |
|
- |
|
870 |
|
10,957 |
|
- |
|
870 |
|
10,957 |
|
2,112 |
|
2008 |
|
2010 |
|
50 Town Ct. |
Paola, KS |
|
- |
|
190 |
|
5,610 |
|
10 |
|
190 |
|
5,620 |
|
158 |
|
2015 |
|
2000 |
|
601 N. East Street |
Paris, TX |
|
- |
|
490 |
|
5,452 |
|
- |
|
490 |
|
5,452 |
|
3,694 |
|
2005 |
|
2006 |
|
750 N Collegiate Dr |
Paso Robles, CA |
|
- |
|
1,770 |
|
8,630 |
|
693 |
|
1,770 |
|
9,323 |
|
3,591 |
|
2002 |
|
1998 |
|
1919 Creston Rd. |
Pella, IA |
|
- |
|
870 |
|
6,716 |
|
89 |
|
870 |
|
6,805 |
|
776 |
|
2012 |
|
2002 |
|
2602 Fifield Road |
Pennington, NJ |
|
- |
|
1,380 |
|
27,620 |
|
814 |
|
1,471 |
|
28,343 |
|
3,947 |
|
2011 |
|
2000 |
|
143 West Franklin Avenue |
Pennsauken, NJ |
|
- |
|
900 |
|
10,780 |
|
179 |
|
900 |
|
10,959 |
|
1,992 |
|
2011 |
|
1985 |
|
5101 North Park Drive |
Petoskey, MI |
|
- |
|
860 |
|
14,452 |
|
- |
|
860 |
|
14,452 |
|
2,348 |
|
2011 |
|
1997 |
|
965 Hager Dr |
Pewaukee, WI |
|
- |
|
4,700 |
|
20,669 |
|
- |
|
4,700 |
|
20,669 |
|
6,858 |
|
2007 |
|
2007 |
|
2400 Golf Rd. |
Philadelphia, PA |
|
- |
|
2,930 |
|
10,433 |
|
3,527 |
|
2,930 |
|
13,960 |
|
2,324 |
|
2011 |
|
1952 |
|
1526 Lombard Street |
Phillipsburg, NJ |
|
- |
|
800 |
|
21,175 |
|
226 |
|
800 |
|
21,401 |
|
3,443 |
|
2011 |
|
1992 |
|
290 Red School Lane |
Phillipsburg, NJ |
|
- |
|
300 |
|
8,114 |
|
77 |
|
300 |
|
8,191 |
|
1,312 |
|
2011 |
|
1905 |
|
843 Wilbur Avenue |
Pinehurst, NC |
|
- |
|
290 |
|
2,690 |
|
484 |
|
290 |
|
3,174 |
|
1,248 |
|
2003 |
|
1998 |
|
17 Regional Dr. |
Piqua, OH |
|
- |
|
204 |
|
1,885 |
|
- |
|
204 |
|
1,885 |
|
934 |
|
1997 |
|
1997 |
|
1744 W. High St. |
Pittsburgh, PA |
|
- |
|
1,750 |
|
8,572 |
|
115 |
|
1,750 |
|
8,687 |
|
2,881 |
|
2005 |
|
1998 |
|
100 Knoedler Rd. |
Plainview, NY |
|
- |
|
3,990 |
|
11,969 |
|
818 |
|
3,990 |
|
12,787 |
|
1,958 |
|
2011 |
|
1963 |
|
150 Sunnyside Blvd |
Plano, TX |
|
- |
|
1,840 |
|
20,152 |
|
560 |
|
1,840 |
|
20,712 |
|
357 |
|
2016 |
|
2016 |
|
3325 W Plano Parkway |
Plattsmouth, NE |
|
- |
|
250 |
|
5,650 |
|
- |
|
250 |
|
5,650 |
|
1,059 |
|
2010 |
|
1999 |
|
1913 E. Highway 34 |
Plymouth, MI |
|
- |
|
1,490 |
|
19,990 |
|
235 |
|
1,490 |
|
20,225 |
|
3,293 |
|
2010 |
|
1972 |
|
14707 Northville Rd |
Port St. Lucie, FL |
|
- |
|
8,700 |
|
47,230 |
|
6,090 |
|
8,700 |
|
53,320 |
|
9,314 |
|
2008 |
|
2010 |
|
10685 SW Stony Creek Way |
Post Falls, ID |
|
- |
|
2,700 |
|
14,217 |
|
2,181 |
|
2,700 |
|
16,398 |
|
3,695 |
|
2007 |
|
2008 |
|
460 N. Garden Plaza Ct. |
Princeton, NJ |
|
- |
|
1,730 |
|
30,888 |
|
1,516 |
|
1,810 |
|
32,324 |
|
4,587 |
|
2011 |
|
2001 |
|
155 Raymond Road |
Prior Lake, MN |
|
14,250 |
|
1,870 |
|
29,849 |
|
13 |
|
1,870 |
|
29,862 |
|
896 |
|
2015 |
|
2003 |
|
4685 Park Nicollet Avenue |
Puyallup, WA |
|
10,968 |
|
1,150 |
|
20,776 |
|
445 |
|
1,156 |
|
21,216 |
|
4,713 |
|
2010 |
|
1985 |
|
123 Fourth Ave. NW |
Raleigh, NC |
|
- |
|
3,530 |
|
59,589 |
|
- |
|
3,530 |
|
59,589 |
|
6,682 |
|
2012 |
|
2002 |
|
5301 Creedmoor Road |
Raleigh, NC |
|
- |
|
2,580 |
|
16,837 |
|
- |
|
2,580 |
|
16,837 |
|
2,029 |
|
2012 |
|
1988 |
|
7900 Creedmoor Road |
Reading, PA |
|
- |
|
980 |
|
19,906 |
|
120 |
|
980 |
|
20,026 |
|
3,180 |
|
2011 |
|
1994 |
|
5501 Perkiomen Ave |
Red Bank, NJ |
|
- |
|
1,050 |
|
21,275 |
|
496 |
|
1,050 |
|
21,771 |
|
3,016 |
|
2011 |
|
1997 |
|
One Hartford Dr. |
Rehoboth Beach, DE |
|
- |
|
960 |
|
24,248 |
|
8,632 |
|
976 |
|
32,864 |
|
4,296 |
|
2010 |
|
1999 |
|
36101 Seaside Blvd |
Reidsville, NC |
|
- |
|
170 |
|
3,830 |
|
857 |
|
170 |
|
4,687 |
|
1,825 |
|
2002 |
|
1998 |
|
2931 Vance St. |
Reno, NV |
|
- |
|
1,060 |
|
11,440 |
|
605 |
|
1,060 |
|
12,045 |
|
3,857 |
|
2004 |
|
1998 |
|
5165 Summit Ridge Road |
Richardson, TX |
|
- |
|
1,800 |
|
16,562 |
|
331 |
|
1,800 |
|
16,893 |
|
769 |
|
2015 |
|
2009 |
|
1350 East Lookout Drive |
Richmond, IN |
|
- |
|
700 |
|
14,222 |
|
393 |
|
700 |
|
14,615 |
|
370 |
|
2016 |
|
2015 |
|
400 Industries Road |
Richmond, VA |
|
- |
|
- |
|
12,000 |
|
- |
|
250 |
|
11,750 |
|
1,229 |
|
2013 |
|
1989 |
|
2220 Edward Holland Drive |
Ridgeland, MS |
|
- |
|
520 |
|
7,675 |
|
427 |
|
520 |
|
8,102 |
|
2,771 |
|
2003 |
|
1997 |
|
410 Orchard Park |
Rochdale, MA |
|
- |
|
- |
|
7,100 |
|
- |
|
690 |
|
6,410 |
|
642 |
|
2013 |
|
1994 |
|
111 Huntoon Memorial Highway |
Rockville, MD |
|
- |
|
- |
|
16,398 |
|
10 |
|
- |
|
16,408 |
|
2,195 |
|
2012 |
|
1986 |
|
9701 Medical Center Drive |
Rockville, CT |
|
- |
|
1,500 |
|
4,835 |
|
132 |
|
1,500 |
|
4,967 |
|
1,056 |
|
2011 |
|
1960 |
|
1253 Hartford Turnpike |
Rockville Centre, NY |
|
- |
|
4,290 |
|
20,310 |
|
781 |
|
4,290 |
|
21,091 |
|
3,064 |
|
2011 |
|
2002 |
|
260 Maple Ave |
Rockwall, TX |
|
- |
|
- |
|
- |
|
19,801 |
|
2,220 |
|
17,581 |
|
674 |
|
2012 |
|
2014 |
|
720 E Ralph Hall Parkway |
Rocky Hill, CT |
|
- |
|
1,090 |
|
6,710 |
|
1,500 |
|
1,090 |
|
8,210 |
|
2,690 |
|
2003 |
|
1996 |
|
60 Cold Spring Rd. |
Rohnert Park, CA |
|
13,024 |
|
6,500 |
|
18,700 |
|
2,116 |
|
6,546 |
|
20,769 |
|
6,372 |
|
2005 |
|
1986 |
|
4855 Snyder Lane |
Romeoville, IL |
|
- |
|
1,895 |
|
- |
|
- |
|
1,895 |
|
- |
|
- |
|
2006 |
|
1900 |
|
Grand Haven Circle |
Roseburg, OR |
|
- |
|
1,200 |
|
4,891 |
|
44 |
|
1,200 |
|
4,935 |
|
215 |
|
2015 |
|
1990 |
|
1901 NW Hughwood Drive |
Roseville, MN |
|
- |
|
2,140 |
|
24,679 |
|
67 |
|
2,140 |
|
24,746 |
|
746 |
|
2015 |
|
1989 |
|
2750 North Victoria Street |
Roswell, GA |
|
7,489 |
|
1,107 |
|
9,627 |
|
1,086 |
|
1,114 |
|
10,706 |
|
7,739 |
|
1997 |
|
1999 |
|
655 Mansell Rd. |
Rugeley, UKG |
|
- |
|
1,900 |
|
10,262 |
|
- |
|
1,900 |
|
10,262 |
|
978 |
|
2013 |
|
2010 |
|
Horse Fair |
Ruston, LA |
|
- |
|
710 |
|
9,790 |
|
- |
|
710 |
|
9,790 |
|
1,551 |
|
2011 |
|
1988 |
|
1401 Ezelle St |
Sacramento, CA |
|
9,762 |
|
940 |
|
14,781 |
|
251 |
|
952 |
|
15,020 |
|
3,341 |
|
2010 |
|
1978 |
|
6350 Riverside Blvd |
Salem, OR |
|
- |
|
449 |
|
5,171 |
|
- |
|
449 |
|
5,172 |
|
2,463 |
|
1999 |
|
1998 |
|
1355 Boone Rd. S.E. |
Salem, OR |
|
- |
|
440 |
|
4,726 |
|
71 |
|
440 |
|
4,796 |
|
209 |
|
2015 |
|
1992 |
|
3988 12th Street SE |
Salisbury, NC |
|
- |
|
370 |
|
5,697 |
|
168 |
|
370 |
|
5,865 |
|
2,145 |
|
2003 |
|
1997 |
|
2201 Statesville Blvd. |
San Angelo, TX |
|
- |
|
260 |
|
8,800 |
|
425 |
|
260 |
|
9,225 |
|
2,896 |
|
2004 |
|
1997 |
|
2695 Valleyview Blvd. |
San Angelo, TX |
|
- |
|
1,050 |
|
24,689 |
|
552 |
|
1,050 |
|
25,241 |
|
1,650 |
|
2014 |
|
1999 |
|
6101 Grand Court Road |
San Antonio, TX |
|
- |
|
6,120 |
|
28,169 |
|
2,281 |
|
6,120 |
|
30,450 |
|
4,358 |
|
2010 |
|
2011 |
|
2702 Cembalo Blvd |
San Antonio, TX |
|
- |
|
- |
|
17,303 |
|
- |
|
- |
|
17,303 |
|
6,432 |
|
2007 |
|
2007 |
|
8902 Floyd Curl Dr. |
San Bernardino, CA |
|
- |
|
3,700 |
|
14,300 |
|
687 |
|
3,700 |
|
14,987 |
|
3,115 |
|
2008 |
|
1993 |
|
1760 W. 16th St. |
San Diego, CA |
|
- |
|
- |
|
22,003 |
|
1,845 |
|
- |
|
23,848 |
|
4,875 |
|
2008 |
|
1992 |
|
555 Washington St. |
Sanatoga, PA |
|
- |
|
980 |
|
30,695 |
|
75 |
|
980 |
|
30,770 |
|
4,725 |
|
2011 |
|
1993 |
|
225 Evergreen Road |
Sand Springs, OK |
|
6,431 |
|
910 |
|
19,654 |
|
- |
|
910 |
|
19,654 |
|
2,317 |
|
2012 |
|
2002 |
|
4402 South 129th Avenue West |
Sarasota, FL |
|
- |
|
475 |
|
3,175 |
|
- |
|
475 |
|
3,175 |
|
1,769 |
|
1996 |
|
1995 |
|
8450 McIntosh Rd. |
Sarasota, FL |
|
- |
|
3,360 |
|
19,140 |
|
- |
|
3,360 |
|
19,140 |
|
2,677 |
|
2011 |
|
2006 |
|
6150 Edgelake Drive |
Scranton, PA |
|
- |
|
440 |
|
17,609 |
|
- |
|
440 |
|
17,609 |
|
1,056 |
|
2014 |
|
2005 |
|
2741 Blvd. Ave |
Scranton, PA |
|
- |
|
320 |
|
12,144 |
|
- |
|
320 |
|
12,144 |
|
722 |
|
2014 |
|
2013 |
|
2751 Boulevard Ave |
Seattle, WA |
|
7,344 |
|
5,190 |
|
9,350 |
|
564 |
|
5,199 |
|
9,905 |
|
3,119 |
|
2010 |
|
1962 |
|
11501 15th Ave NE |
Seattle, WA |
|
27,180 |
|
10,670 |
|
37,291 |
|
894 |
|
10,700 |
|
38,155 |
|
10,575 |
|
2010 |
|
2005 |
|
805 4th Ave N |
Selbyville, DE |
|
- |
|
750 |
|
25,912 |
|
360 |
|
769 |
|
26,253 |
|
4,141 |
|
2010 |
|
2008 |
|
21111 Arrington Dr |
Seven Fields, PA |
|
- |
|
484 |
|
4,663 |
|
60 |
|
484 |
|
4,722 |
|
2,254 |
|
1999 |
|
1999 |
|
500 Seven Fields Blvd. |
Severna Park, MD (2) |
|
- |
|
2,120 |
|
31,273 |
|
808 |
|
2,120 |
|
32,081 |
|
4,897 |
|
2011 |
|
1981 |
|
24 Truckhouse Road |
Shawnee, OK |
|
- |
|
80 |
|
1,400 |
|
- |
|
80 |
|
1,400 |
|
771 |
|
1996 |
|
1995 |
|
3947 Kickapoo |
Shelbyville, KY |
|
- |
|
630 |
|
3,870 |
|
630 |
|
630 |
|
4,500 |
|
1,357 |
|
2005 |
|
1965 |
|
1871 Midland Trail |
Shelton, WA |
|
- |
|
530 |
|
17,049 |
|
472 |
|
530 |
|
17,521 |
|
2,157 |
|
2012 |
|
1989 |
|
900 W Alpine Way |
Sherman, TX |
|
- |
|
700 |
|
5,221 |
|
- |
|
700 |
|
5,221 |
|
1,414 |
|
2005 |
|
2006 |
|
1011 E. Pecan Grove Rd. |
Shrewsbury, NJ |
|
- |
|
2,120 |
|
38,116 |
|
910 |
|
2,128 |
|
39,018 |
|
6,095 |
|
2010 |
|
2000 |
|
5 Meridian Way |
Silvis, IL |
|
- |
|
880 |
|
16,420 |
|
139 |
|
880 |
|
16,559 |
|
2,802 |
|
2010 |
|
2005 |
|
1900 10th St. |
Sittingbourne, UKJ |
|
- |
|
1,357 |
|
6,539 |
|
- |
|
1,357 |
|
6,539 |
|
353 |
|
2014 |
|
1997 |
|
200 London Road |
Smithfield, NC |
|
- |
|
290 |
|
5,680 |
|
- |
|
290 |
|
5,680 |
|
2,094 |
|
2003 |
|
1998 |
|
830 Berkshire Rd. |
Smithfield, NC |
|
- |
|
360 |
|
8,216 |
|
- |
|
360 |
|
8,216 |
|
487 |
|
2014 |
|
1999 |
|
250 Highway 210 West |
Sonoma, CA |
|
14,278 |
|
1,100 |
|
18,400 |
|
1,700 |
|
1,109 |
|
20,090 |
|
6,132 |
|
2005 |
|
1988 |
|
800 Oregon St. |
South Bend, IN |
|
- |
|
670 |
|
17,770 |
|
- |
|
670 |
|
17,770 |
|
1,080 |
|
2014 |
|
2014 |
|
52565 State Road 933 |
South Boston, MA |
|
- |
|
385 |
|
2,002 |
|
5,218 |
|
385 |
|
7,220 |
|
3,486 |
|
1995 |
|
1961 |
|
804 E. Seventh St. |
Southbury, CT |
|
- |
|
1,860 |
|
23,613 |
|
958 |
|
1,860 |
|
24,571 |
|
3,660 |
|
2011 |
|
2001 |
|
655 Main St |
Sparks, NV |
|
- |
|
3,700 |
|
46,526 |
|
- |
|
3,700 |
|
46,526 |
|
9,398 |
|
2007 |
|
2009 |
|
275 Neighborhood Way |
Springfield, OR |
|
- |
|
1,790 |
|
8,865 |
|
90 |
|
1,790 |
|
8,954 |
|
385 |
|
2015 |
|
1994 |
|
770 Harlow Road |
Springfield, IL |
|
- |
|
- |
|
10,100 |
|
- |
|
768 |
|
9,332 |
|
1,258 |
|
2013 |
|
2010 |
|
701 North Walnut Street |
Springfield, IL |
|
- |
|
990 |
|
13,378 |
|
1,084 |
|
990 |
|
14,462 |
|
866 |
|
2014 |
|
2013 |
|
3089 Old Jacksonville Road |
St. Paul, MN |
|
- |
|
2,100 |
|
33,019 |
|
78 |
|
2,100 |
|
33,097 |
|
988 |
|
2015 |
|
1996 |
|
750 Mississippi River |
Stafford, UKG |
|
- |
|
- |
|
- |
|
9,909 |
|
1,943 |
|
7,966 |
|
54 |
|
2014 |
|
2016 |
|
Stone Road |
Stamford, UKF |
|
- |
|
1,820 |
|
3,238 |
|
- |
|
1,820 |
|
3,238 |
|
187 |
|
2014 |
|
1998 |
|
Priory Road |
Statesville, NC |
|
- |
|
150 |
|
1,447 |
|
266 |
|
150 |
|
1,713 |
|
672 |
|
2003 |
|
1990 |
|
2441 E. Broad St. |
Statesville, NC |
|
- |
|
310 |
|
6,183 |
|
8 |
|
310 |
|
6,191 |
|
2,216 |
|
2003 |
|
1996 |
|
2806 Peachtree Place |
Statesville, NC |
|
- |
|
140 |
|
3,627 |
|
- |
|
140 |
|
3,627 |
|
1,330 |
|
2003 |
|
1999 |
|
2814 Peachtree Rd. |
Stillwater, OK |
|
- |
|
80 |
|
1,400 |
|
- |
|
80 |
|
1,400 |
|
774 |
|
1995 |
|
1995 |
|
1616 McElroy Rd. |
Stockton, CA |
|
2,810 |
|
2,280 |
|
5,983 |
|
397 |
|
2,372 |
|
6,288 |
|
1,638 |
|
2010 |
|
1988 |
|
6725 Inglewood |
Stratford-upon-Avon, UKG |
|
- |
|
790 |
|
14,508 |
|
- |
|
790 |
|
14,508 |
|
652 |
|
2015 |
|
2012 |
|
Scholars Lane |
Stroudsburg, PA |
|
- |
|
340 |
|
16,313 |
|
- |
|
340 |
|
16,313 |
|
987 |
|
2014 |
|
2011 |
|
370 Whitestone Corner Road |
Summit, NJ |
|
- |
|
3,080 |
|
14,152 |
|
- |
|
3,080 |
|
14,152 |
|
2,238 |
|
2011 |
|
2001 |
|
41 Springfield Avenue |
Superior, WI |
|
- |
|
1,020 |
|
13,735 |
|
6,159 |
|
1,020 |
|
19,894 |
|
1,813 |
|
2009 |
|
2010 |
|
1915 North 34th Street |
Swanton, OH |
|
- |
|
330 |
|
6,370 |
|
- |
|
330 |
|
6,370 |
|
2,245 |
|
2004 |
|
1950 |
|
401 W. Airport Hwy. |
Terre Haute, IN |
|
- |
|
1,370 |
|
18,016 |
|
- |
|
1,370 |
|
18,016 |
|
881 |
|
2015 |
|
2015 |
|
395 8th Avenue |
Texarkana, TX |
|
- |
|
192 |
|
1,403 |
|
- |
|
192 |
|
1,403 |
|
749 |
|
1996 |
|
1996 |
|
4204 Moores Lane |
The Villages, FL |
|
- |
|
1,035 |
|
7,446 |
|
- |
|
1,035 |
|
7,446 |
|
654 |
|
2013 |
|
2014 |
|
2450 Parr Drive |
Tomball, TX |
|
- |
|
1,050 |
|
13,300 |
|
779 |
|
1,050 |
|
14,079 |
|
2,076 |
|
2011 |
|
2001 |
|
1221 Graham Dr |
Toms River, NJ |
|
- |
|
1,610 |
|
34,627 |
|
813 |
|
1,679 |
|
35,371 |
|
5,584 |
|
2010 |
|
2005 |
|
1587 Old Freehold Rd |
Tonganoxie, KS |
|
- |
|
310 |
|
3,690 |
|
69 |
|
310 |
|
3,759 |
|
114 |
|
2015 |
|
2009 |
|
120 W 8th St |
Topeka, KS |
|
- |
|
260 |
|
12,712 |
|
- |
|
260 |
|
12,712 |
|
1,548 |
|
2012 |
|
2011 |
|
1931 Southwest Arvonia Place |
Towson, MD (2) |
|
- |
|
1,180 |
|
13,280 |
|
195 |
|
1,180 |
|
13,475 |
|
2,204 |
|
2011 |
|
1973 |
|
7700 York Road |
Troy, OH |
|
- |
|
200 |
|
2,000 |
|
4,254 |
|
200 |
|
6,254 |
|
1,841 |
|
1997 |
|
1997 |
|
81 S. Stanfield Rd. |
Troy, OH |
|
- |
|
470 |
|
16,730 |
|
- |
|
470 |
|
16,730 |
|
5,678 |
|
2004 |
|
1971 |
|
512 Crescent Drive |
Trumbull, CT |
|
- |
|
4,440 |
|
43,384 |
|
- |
|
4,440 |
|
43,384 |
|
6,548 |
|
2011 |
|
2001 |
|
6949 Main Street |
Tucson, AZ |
|
- |
|
1,190 |
|
18,318 |
|
668 |
|
1,190 |
|
18,985 |
|
521 |
|
2015 |
|
1997 |
|
8151 E Speedway Boulevard |
Tulsa, OK |
|
- |
|
3,003 |
|
6,025 |
|
20 |
|
3,003 |
|
6,045 |
|
3,248 |
|
2006 |
|
1992 |
|
3219 S. 79th E. Ave. |
Tulsa, OK |
|
- |
|
1,390 |
|
7,110 |
|
517 |
|
1,390 |
|
7,627 |
|
1,467 |
|
2010 |
|
1998 |
|
7220 S. Yale Ave. |
Tulsa, OK |
|
- |
|
1,320 |
|
10,087 |
|
- |
|
1,320 |
|
10,087 |
|
1,233 |
|
2011 |
|
2012 |
|
7902 South Mingo Road East |
Tyler, TX |
|
- |
|
650 |
|
5,268 |
|
- |
|
650 |
|
5,268 |
|
1,366 |
|
2006 |
|
2007 |
|
5550 Old Jacksonville Hwy. |
Upper Providence, PA |
|
- |
|
- |
|
- |
|
30,095 |
|
1,900 |
|
28,195 |
|
1,226 |
|
2013 |
|
2015 |
|
1133 Black Rock Road |
Vacaville, CA |
|
13,392 |
|
900 |
|
17,100 |
|
1,651 |
|
900 |
|
18,751 |
|
5,857 |
|
2005 |
|
1987 |
|
799 Yellowstone Dr. |
Vallejo, CA |
|
13,407 |
|
4,000 |
|
18,000 |
|
2,344 |
|
4,030 |
|
20,315 |
|
6,287 |
|
2005 |
|
1989 |
|
350 Locust Dr. |
Vallejo, CA |
|
7,147 |
|
2,330 |
|
15,407 |
|
310 |
|
2,330 |
|
15,717 |
|
3,716 |
|
2010 |
|
1990 |
|
2261 Tuolumne |
Valparaiso, IN |
|
- |
|
112 |
|
2,558 |
|
- |
|
112 |
|
2,558 |
|
1,087 |
|
2001 |
|
1998 |
|
2601 Valparaiso St. |
Valparaiso, IN |
|
- |
|
108 |
|
2,962 |
|
- |
|
108 |
|
2,962 |
|
1,238 |
|
2001 |
|
1999 |
|
2501 Valparaiso St. |
Vancouver, WA |
|
11,214 |
|
1,820 |
|
19,042 |
|
270 |
|
1,821 |
|
19,311 |
|
4,339 |
|
2010 |
|
2006 |
|
10011 NE 118th Ave |
Venice, FL |
|
- |
|
1,150 |
|
10,674 |
|
- |
|
1,150 |
|
10,674 |
|
2,113 |
|
2008 |
|
2009 |
|
1600 Center Rd. |
Vero Beach, FL |
|
- |
|
263 |
|
3,187 |
|
- |
|
263 |
|
3,187 |
|
1,322 |
|
2001 |
|
1999 |
|
420 4th Ct. |
Vero Beach, FL |
|
- |
|
297 |
|
3,263 |
|
- |
|
297 |
|
3,263 |
|
1,363 |
|
2001 |
|
1996 |
|
410 4th Ct. |
Vero Beach, FL |
|
- |
|
2,930 |
|
40,070 |
|
15,112 |
|
2,930 |
|
55,182 |
|
12,173 |
|
2007 |
|
2003 |
|
7955 16th Manor |
Virginia Beach, VA |
|
- |
|
1,540 |
|
22,593 |
|
- |
|
1,540 |
|
22,593 |
|
1,361 |
|
2014 |
|
1993 |
|
5520 Indian River Rd |
Voorhees, NJ |
|
- |
|
1,800 |
|
37,299 |
|
657 |
|
1,800 |
|
37,956 |
|
5,987 |
|
2011 |
|
1965 |
|
2601 Evesham Road |
Voorhees, NJ (2) |
|
- |
|
1,900 |
|
26,040 |
|
894 |
|
1,900 |
|
26,934 |
|
4,266 |
|
2011 |
|
1985 |
|
3001 Evesham Road |
Voorhees, NJ |
|
- |
|
3,100 |
|
25,950 |
|
21 |
|
3,100 |
|
25,971 |
|
2,965 |
|
2011 |
|
2013 |
|
113 South Route 73 |
Voorhees, NJ |
|
- |
|
3,700 |
|
24,312 |
|
1,560 |
|
3,847 |
|
25,725 |
|
2,443 |
|
2012 |
|
2013 |
|
311 Route 73 |
Wabash, IN |
|
- |
|
670 |
|
14,588 |
|
- |
|
670 |
|
14,588 |
|
940 |
|
2014 |
|
2013 |
|
20 John Kissinger Drive |
Waconia, MN |
|
- |
|
890 |
|
14,726 |
|
4,495 |
|
890 |
|
19,221 |
|
2,567 |
|
2011 |
|
2005 |
|
500 Cherry Street |
Wake Forest, NC |
|
- |
|
200 |
|
3,003 |
|
1,742 |
|
200 |
|
4,745 |
|
2,086 |
|
1998 |
|
1999 |
|
611 S. Brooks St. |
Wall, NJ |
|
- |
|
1,650 |
|
25,350 |
|
2,421 |
|
1,692 |
|
27,729 |
|
3,774 |
|
2011 |
|
2003 |
|
2021 Highway 35 |
Wallingford, CT |
|
- |
|
490 |
|
1,210 |
|
65 |
|
490 |
|
1,275 |
|
343 |
|
2011 |
|
1962 |
|
35 Marc Drive |
Walsall, UKG |
|
- |
|
1,184 |
|
8,562 |
|
- |
|
1,184 |
|
8,562 |
|
408 |
|
2015 |
|
2015 |
|
Little Aston Road |
Wamego, KS |
|
- |
|
40 |
|
2,510 |
|
14 |
|
40 |
|
2,524 |
|
74 |
|
2015 |
|
1996 |
|
1607 4th St |
Wareham, MA |
|
- |
|
875 |
|
10,313 |
|
1,701 |
|
875 |
|
12,014 |
|
4,983 |
|
2002 |
|
1989 |
|
50 Indian Neck Rd. |
Warren, NJ |
|
- |
|
2,000 |
|
30,810 |
|
727 |
|
2,000 |
|
31,537 |
|
4,322 |
|
2011 |
|
1999 |
|
274 King George Rd |
Watchung, NJ |
|
- |
|
1,920 |
|
24,880 |
|
1,030 |
|
1,976 |
|
25,853 |
|
3,620 |
|
2011 |
|
2000 |
|
680 Mountain Boulevard |
Waukee, IA |
|
- |
|
1,870 |
|
31,878 |
|
1,075 |
|
1,870 |
|
32,953 |
|
3,686 |
|
2012 |
|
2007 |
|
1650 SE Holiday Crest Circle |
Waxahachie, TX |
|
- |
|
650 |
|
5,763 |
|
- |
|
650 |
|
5,763 |
|
1,362 |
|
2007 |
|
2008 |
|
1329 Brown St. |
Weatherford, TX |
|
- |
|
660 |
|
5,261 |
|
- |
|
660 |
|
5,261 |
|
1,375 |
|
2006 |
|
2007 |
|
1818 Martin Drive |
Wellingborough, UKF |
|
- |
|
1,480 |
|
5,724 |
|
- |
|
1,480 |
|
5,724 |
|
322 |
|
2015 |
|
2015 |
|
159 Northampton |
West Bend, WI |
|
- |
|
620 |
|
17,790 |
|
38 |
|
620 |
|
17,828 |
|
2,364 |
|
2010 |
|
2011 |
|
2130 Continental Dr |
West Chester, PA |
|
- |
|
1,350 |
|
29,237 |
|
251 |
|
1,350 |
|
29,488 |
|
4,641 |
|
2011 |
|
1974 |
|
800 West Miner Street |
West Orange, NJ |
|
- |
|
2,280 |
|
10,687 |
|
182 |
|
2,280 |
|
10,869 |
|
1,915 |
|
2011 |
|
1963 |
|
20 Summit Street |
Westerville, OH |
|
- |
|
740 |
|
8,287 |
|
3,105 |
|
740 |
|
11,392 |
|
8,620 |
|
1998 |
|
2001 |
|
690 Cooper Rd. |
Westfield, IN |
|
- |
|
890 |
|
15,964 |
|
- |
|
890 |
|
15,964 |
|
1,019 |
|
2014 |
|
2013 |
|
937 E. 186th Street |
Westfield, NJ (2) |
|
- |
|
2,270 |
|
16,589 |
|
497 |
|
2,270 |
|
17,086 |
|
2,961 |
|
2011 |
|
1970 |
|
1515 Lamberts Mill Road |
Westlake, OH |
|
- |
|
1,330 |
|
17,926 |
|
- |
|
1,330 |
|
17,926 |
|
7,346 |
|
2001 |
|
1985 |
|
27601 Westchester Pkwy. |
Weston Super Mare, UKK |
|
- |
|
2,517 |
|
7,054 |
|
- |
|
2,517 |
|
7,054 |
|
639 |
|
2013 |
|
2011 |
|
141b Milton Road |
Westworth Village, TX |
|
- |
|
2,060 |
|
31,296 |
|
- |
|
2,060 |
|
31,296 |
|
1,705 |
|
2014 |
|
2014 |
|
25 Leonard Trail |
White Lake, MI |
|
- |
|
2,920 |
|
20,179 |
|
92 |
|
2,920 |
|
20,271 |
|
3,386 |
|
2010 |
|
2000 |
|
935 Union Lake Rd |
Wichita, KS |
|
- |
|
1,400 |
|
11,000 |
|
- |
|
1,400 |
|
11,000 |
|
3,955 |
|
2006 |
|
1997 |
|
505 North Maize Road |
Wichita, KS |
|
- |
|
860 |
|
8,873 |
|
- |
|
860 |
|
8,873 |
|
1,261 |
|
2011 |
|
2012 |
|
10604 E 13th Street North |
Wichita, KS |
|
13,208 |
|
629 |
|
19,749 |
|
- |
|
629 |
|
19,752 |
|
2,302 |
|
2012 |
|
2009 |
|
2050 North Webb Road |
Wichita, KS |
|
- |
|
260 |
|
2,240 |
|
81 |
|
260 |
|
2,321 |
|
67 |
|
2015 |
|
1992 |
|
900 N Bayshore Dr |
Wichita, KS |
|
- |
|
- |
|
- |
|
11,034 |
|
900 |
|
10,134 |
|
1,360 |
|
2011 |
|
2012 |
|
10604 E 13th Street North |
Wilkes-Barre, PA |
|
- |
|
570 |
|
2,301 |
|
44 |
|
570 |
|
2,345 |
|
603 |
|
2011 |
|
1992 |
|
300 Courtright Street |
Williamstown, KY |
|
- |
|
70 |
|
6,430 |
|
- |
|
70 |
|
6,430 |
|
2,183 |
|
2005 |
|
1987 |
|
201 Kimberly Lane |
Wilmington, DE |
|
- |
|
800 |
|
9,494 |
|
59 |
|
800 |
|
9,553 |
|
1,621 |
|
2011 |
|
1970 |
|
810 S Broom Street |
Wilmington, NC |
|
- |
|
210 |
|
2,991 |
|
- |
|
210 |
|
2,991 |
|
1,419 |
|
1999 |
|
1999 |
|
3501 Converse Dr. |
Wilmington, NC |
|
- |
|
400 |
|
15,356 |
|
- |
|
400 |
|
15,356 |
|
955 |
|
2014 |
|
2012 |
|
3828 Independence Blvd |
Windsor, CT |
|
- |
|
2,250 |
|
8,539 |
|
1,848 |
|
2,250 |
|
10,387 |
|
1,783 |
|
2011 |
|
1969 |
|
One Emerson Drive |
Windsor, CT |
|
- |
|
1,800 |
|
600 |
|
944 |
|
1,800 |
|
1,544 |
|
394 |
|
2011 |
|
1974 |
|
One Emerson Drive |
Winston-Salem, NC |
|
- |
|
360 |
|
2,514 |
|
459 |
|
360 |
|
2,973 |
|
1,130 |
|
2003 |
|
1996 |
|
2980 Reynolda Rd. |
Winter Garden, FL |
|
- |
|
1,350 |
|
7,937 |
|
- |
|
1,350 |
|
7,937 |
|
908 |
|
2012 |
|
2013 |
|
720 Roper Road |
Witherwack, UKC |
|
- |
|
944 |
|
6,915 |
|
- |
|
944 |
|
6,915 |
|
627 |
|
2013 |
|
2009 |
|
Whitchurch Road |
Wolverhampton, UKG |
|
- |
|
1,573 |
|
6,678 |
|
- |
|
1,573 |
|
6,678 |
|
610 |
|
2013 |
|
2011 |
|
378 Prestonwood Road |
Worcester, MA |
|
- |
|
3,500 |
|
54,099 |
|
- |
|
3,500 |
|
54,099 |
|
10,138 |
|
2007 |
|
2009 |
|
101 Barry Road |
Worcester, MA |
|
- |
|
2,300 |
|
9,060 |
|
5,037 |
|
2,300 |
|
14,097 |
|
2,185 |
|
2008 |
|
1993 |
|
378 Plantation St. |
Wyncote, PA |
|
- |
|
2,700 |
|
22,244 |
|
233 |
|
2,700 |
|
22,477 |
|
3,639 |
|
2011 |
|
1960 |
|
1245 Church Road |
York, UKE |
|
- |
|
2,961 |
|
8,266 |
|
- |
|
2,961 |
|
8,266 |
|
467 |
|
2014 |
|
2006 |
|
Rosetta Way, Boroughbridge Road |
Youngsville, NC |
|
- |
|
380 |
|
10,689 |
|
- |
|
380 |
|
10,689 |
|
647 |
|
2014 |
|
2013 |
|
100 Sunset Drive |
Zionsville, IN |
|
- |
|
1,610 |
|
22,400 |
|
1,691 |
|
1,610 |
|
24,091 |
|
3,894 |
|
2010 |
|
2009 |
|
11755 N Michigan Rd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triple-net total |
$ |
594,199 |
$ |
804,007 |
$ |
7,794,067 |
$ |
718,637 |
$ |
853,984 |
$ |
8,462,729 |
$ |
1,317,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105
Welltower Inc. |
|
|
|||||||||||||||||||
Schedule III |
|
|
|||||||||||||||||||
Real Estate and Accumulated Depreciation |
|
|
|||||||||||||||||||
December 31, 2016 |
|
|
|||||||||||||||||||
(Dollars in thousands) |
|
|
|||||||||||||||||||
|
|
|
|
|
Initial Cost to Company |
|
|
|
Gross Amount at Which Carried at Close of Period |
|
|
|
|
|
|
||||||
Description |
|
|
Encumbrances |
|
Land |
|
Building & Improvements |
|
Cost Capitalized Subsequent to Acquisition |
|
Land |
|
Building & Improvements |
|
Accumulated Depreciation (1) |
|
Year Acquired |
|
Year Built |
|
Address |
Seniors housing operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Acton, MA |
|
$ |
- |
$ |
- |
$ |
31,346 |
$ |
1,107 |
$ |
14 |
$ |
32,440 |
$ |
4,201 |
|
2013 |
|
2000 |
|
10 Devon Drive |
Agawam, MA |
|
|
6,334 |
|
880 |
|
10,044 |
|
629 |
|
959 |
|
10,594 |
|
2,441 |
|
2011 |
|
1996 |
|
153 Cardinal Drive |
Albuquerque, NM |
|
|
- |
|
1,270 |
|
20,837 |
|
1,543 |
|
1,275 |
|
22,375 |
|
5,044 |
|
2010 |
|
1984 |
|
500 Paisano St NE |
Alhambra, CA |
|
|
- |
|
600 |
|
6,305 |
|
8,987 |
|
600 |
|
15,292 |
|
1,342 |
|
2011 |
|
1923 |
|
1118 N. Stoneman Ave. |
Altrincham, UKD |
|
|
- |
|
4,244 |
|
25,187 |
|
- |
|
4,244 |
|
25,187 |
|
4,127 |
|
2012 |
|
2009 |
|
295 Hale Road |
Amherstview, ON |
|
|
591 |
|
473 |
|
4,446 |
|
236 |
|
500 |
|
4,654 |
|
530 |
|
2015 |
|
1974 |
|
4567 Bath Road |
Arlington, TX |
|
|
21,090 |
|
1,660 |
|
37,395 |
|
2,990 |
|
1,709 |
|
40,336 |
|
8,632 |
|
2012 |
|
2000 |
|
1250 West Pioneer Parkway |
Arnprior, ON |
|
|
412 |
|
788 |
|
6,283 |
|
331 |
|
813 |
|
6,590 |
|
1,148 |
|
2013 |
|
1991 |
|
15 Arthur Street |
Atlanta, GA |
|
|
- |
|
2,100 |
|
20,603 |
|
749 |
|
2,154 |
|
21,298 |
|
2,843 |
|
2014 |
|
2000 |
|
1000 Lenox Park Blvd NE |
Austin, TX |
|
|
- |
|
1,560 |
|
21,413 |
|
113 |
|
1,560 |
|
21,526 |
|
1,840 |
|
2014 |
|
2013 |
|
11330 Farrah Lane |
Austin, TX |
|
|
- |
|
4,200 |
|
74,850 |
|
418 |
|
4,200 |
|
75,268 |
|
3,964 |
|
2015 |
|
2014 |
|
4310 Bee Caves Road |
Avon, CT |
|
|
18,645 |
|
1,550 |
|
30,571 |
|
2,290 |
|
1,580 |
|
32,831 |
|
8,359 |
|
2011 |
|
1998 |
|
101 Bickford Extension |
Azusa, CA |
|
|
- |
|
570 |
|
3,141 |
|
6,941 |
|
570 |
|
10,082 |
|
2,656 |
|
1998 |
|
1953 |
|
125 W. Sierra Madre Ave. |
Bagshot, UKJ |
|
|
- |
|
4,960 |
|
29,881 |
|
- |
|
4,960 |
|
29,881 |
|
5,347 |
|
2012 |
|
2009 |
|
14 - 16 London Road |
Banstead, UKJ |
|
|
- |
|
6,695 |
|
55,113 |
|
- |
|
6,695 |
|
55,113 |
|
8,492 |
|
2012 |
|
2005 |
|
Croydon Lane |
Basingstoke, UKJ |
|
|
- |
|
3,420 |
|
18,853 |
|
- |
|
3,420 |
|
18,853 |
|
1,395 |
|
2014 |
|
2012 |
|
Grove Road |
Basking Ridge, NJ |
|
|
- |
|
2,356 |
|
37,710 |
|
1,000 |
|
2,389 |
|
38,677 |
|
5,871 |
|
2013 |
|
2002 |
|
404 King George Road |
Bassett, UKJ |
|
|
- |
|
4,874 |
|
32,304 |
|
- |
|
4,874 |
|
32,304 |
|
5,540 |
|
2013 |
|
2006 |
|
111 Burgess Road |
Baton Rouge, LA |
|
|
9,186 |
|
790 |
|
29,436 |
|
367 |
|
801 |
|
29,792 |
|
4,477 |
|
2013 |
|
2009 |
|
9351 Siegen Lane |
Beaconsfield, UKJ |
|
|
- |
|
5,566 |
|
50,952 |
|
- |
|
5,566 |
|
50,952 |
|
7,642 |
|
2013 |
|
2009 |
|
30-34 Station Road |
Beaconsfield, QC |
|
|
- |
|
1,149 |
|
17,484 |
|
739 |
|
1,197 |
|
18,175 |
|
3,954 |
|
2013 |
|
2008 |
|
505 Elm Avenue |
Bedford, NH |
|
|
- |
|
- |
|
- |
|
33,235 |
|
2,548 |
|
30,687 |
|
4,123 |
|
2011 |
|
2012 |
|
5 Corporate Drive |
Bee Cave, TX |
|
|
- |
|
1,820 |
|
21,084 |
|
634 |
|
1,820 |
|
21,718 |
|
1,153 |
|
2016 |
|
2014 |
|
14058 A Bee Cave Parkway |
Bellevue, WA |
|
|
- |
|
2,800 |
|
19,004 |
|
1,543 |
|
2,816 |
|
20,531 |
|
3,885 |
|
2013 |
|
1998 |
|
15928 NE 8th Street |
Belmont, CA |
|
|
- |
|
3,000 |
|
23,526 |
|
1,889 |
|
3,000 |
|
25,415 |
|
5,447 |
|
2011 |
|
1971 |
|
1301 Ralston Avenue |
Belmont, CA |
|
|
- |
|
- |
|
35,300 |
|
1,206 |
|
- |
|
36,506 |
|
5,883 |
|
2013 |
|
2002 |
|
1010 Alameda de Las Pulgas |
Berkeley, CA |
|
|
12,663 |
|
3,050 |
|
32,677 |
|
2,058 |
|
3,050 |
|
34,735 |
|
716 |
|
2016 |
|
1966 |
|
2235 Sacramento Street |
Bethesda, MD |
|
|
- |
|
- |
|
45,309 |
|
500 |
|
3 |
|
45,807 |
|
7,170 |
|
2013 |
|
2009 |
|
8300 Burdett Road |
Bethesda, MD |
|
|
- |
|
- |
|
- |
|
127 |
|
- |
|
127 |
|
22 |
|
2013 |
|
2009 |
|
8300 Burdett Road |
Bethesda, MD |
|
|
- |
|
- |
|
- |
|
405 |
|
- |
|
405 |
|
51 |
|
2013 |
|
2009 |
|
8300 Burdett Road |
Billerica, MA |
|
|
- |
|
1,619 |
|
21,381 |
|
657 |
|
1,624 |
|
22,034 |
|
1,852 |
|
2015 |
|
2000 |
|
20 Charnstaffe Lane |
Birmingham, UKG |
|
|
- |
|
4 |
|
21,321 |
|
- |
|
4 |
|
21,321 |
|
3,631 |
|
2013 |
|
2006 |
|
5 Church Road, Edgbaston |
Birmingham, UKG |
|
|
- |
|
- |
|
- |
|
14,494 |
|
1,480 |
|
13,014 |
|
28 |
|
2015 |
|
2016 |
|
47 Bristol Road South |
Birmingham, UKG |
|
|
- |
|
- |
|
- |
|
14,119 |
|
2,807 |
|
11,313 |
|
- |
|
2015 |
|
2016 |
|
134 Jockey Road |
Blainville, QC |
|
|
- |
|
2,077 |
|
8,902 |
|
399 |
|
2,141 |
|
9,237 |
|
2,400 |
|
2013 |
|
2008 |
|
50 des Chateaux Boulevard |
Bloomfield Hills, MI |
|
|
- |
|
2,000 |
|
35,662 |
|
604 |
|
2,000 |
|
36,266 |
|
5,510 |
|
2013 |
|
2009 |
|
6790 Telegraph Road |
Borehamwood, UKH |
|
|
- |
|
5,367 |
|
41,937 |
|
- |
|
5,367 |
|
41,937 |
|
6,423 |
|
2012 |
|
2003 |
|
Edgwarebury Lane |
Bothell, WA |
|
|
- |
|
1,350 |
|
13,439 |
|
1,928 |
|
1,361 |
|
15,357 |
|
1,270 |
|
2015 |
|
1988 |
|
10605 NE 185th Street |
Boulder, CO |
|
|
- |
|
2,994 |
|
27,458 |
|
1,821 |
|
3,014 |
|
29,259 |
|
5,621 |
|
2013 |
|
2003 |
|
3955 28th Street |
Bournemouth, UKK |
|
|
- |
|
5,527 |
|
42,547 |
|
- |
|
5,527 |
|
42,547 |
|
5,235 |
|
2013 |
|
2008 |
|
42 Belle Vue Road |
Braintree, MA |
|
|
20,617 |
|
- |
|
41,290 |
|
607 |
|
56 |
|
41,841 |
|
6,713 |
|
2013 |
|
2007 |
|
618 Granite Street |
Brampton, ON |
|
|
43,804 |
|
10,256 |
|
60,021 |
|
- |
|
10,256 |
|
60,021 |
|
4,334 |
|
2015 |
|
2009 |
|
100 Ken Whillans Drive |
Brighton, MA |
|
|
10,127 |
|
2,100 |
|
14,616 |
|
1,060 |
|
2,109 |
|
15,667 |
|
3,583 |
|
2011 |
|
1995 |
|
50 Sutherland Road |
Brockport, NY |
|
|
- |
|
1,500 |
|
23,496 |
|
94 |
|
1,500 |
|
23,590 |
|
1,808 |
|
2015 |
|
1999 |
|
90 West Avenue |
Brockville, ON |
|
|
4,604 |
|
484 |
|
7,445 |
|
338 |
|
506 |
|
7,761 |
|
744 |
|
2015 |
|
1996 |
|
1026 Bridlewood Drive |
Brookfield, CT |
|
|
19,001 |
|
2,250 |
|
30,180 |
|
1,630 |
|
2,262 |
|
31,799 |
|
7,206 |
|
2011 |
|
1999 |
|
246A Federal Road |
Broomfield, CO |
|
|
- |
|
4,140 |
|
44,547 |
|
10,646 |
|
10,054 |
|
49,279 |
|
12,387 |
|
2013 |
|
2009 |
|
400 Summit Blvd |
Brossard, QC |
|
|
11,401 |
|
5,499 |
|
31,854 |
|
- |
|
5,499 |
|
31,854 |
|
2,272 |
|
2015 |
|
1989 |
|
2455 Boulevard Rome |
Buckingham, UKJ |
|
|
- |
|
2,979 |
|
13,880 |
|
- |
|
2,979 |
|
13,880 |
|
969 |
|
2014 |
|
1883 |
|
Church Street |
Buffalo Grove, IL |
|
|
- |
|
2,850 |
|
49,129 |
|
785 |
|
2,850 |
|
49,914 |
|
7,822 |
|
2012 |
|
2003 |
|
500 McHenry Road |
Burbank, CA |
|
|
- |
|
4,940 |
|
43,466 |
|
1,003 |
|
4,940 |
|
44,469 |
|
8,242 |
|
2012 |
|
2002 |
|
455 E. Angeleno Avenue |
Burbank, CA |
|
|
19,935 |
|
3,610 |
|
50,817 |
|
2,503 |
|
3,610 |
|
53,320 |
|
941 |
|
2016 |
|
1985 |
|
2721 Willow Street |
Burlington, ON |
|
|
12,810 |
|
1,309 |
|
19,311 |
|
885 |
|
1,349 |
|
20,156 |
|
3,377 |
|
2013 |
|
1990 |
|
500 Appleby Line |
Burlington, MA |
|
|
- |
|
2,443 |
|
34,354 |
|
1,022 |
|
2,522 |
|
35,298 |
|
5,935 |
|
2013 |
|
2005 |
|
24 Mall Road |
Burlington, MA |
|
|
- |
|
2,750 |
|
57,488 |
|
3,024 |
|
2,750 |
|
60,512 |
|
- |
|
2016 |
|
2011 |
|
50 Greenleaf Way |
Calabasas, CA |
|
|
- |
|
- |
|
6,438 |
|
877 |
|
- |
|
7,315 |
|
4,377 |
|
2013 |
|
1972 |
|
25100 Calabasas Road |
Calgary, AB |
|
|
12,534 |
|
2,252 |
|
37,415 |
|
1,566 |
|
2,324 |
|
38,909 |
|
6,804 |
|
2013 |
|
2003 |
|
20 Promenade Way SE |
Calgary, AB |
|
|
14,376 |
|
2,793 |
|
41,179 |
|
1,565 |
|
2,888 |
|
42,650 |
|
7,196 |
|
2013 |
|
1998 |
|
80 Edenwold Drive NW |
Calgary, AB |
|
|
11,364 |
|
3,122 |
|
38,971 |
|
1,461 |
|
3,229 |
|
40,325 |
|
6,743 |
|
2013 |
|
1998 |
|
150 Scotia Landing NW |
Calgary, AB |
|
|
23,014 |
|
3,431 |
|
28,983 |
|
1,292 |
|
3,551 |
|
30,155 |
|
4,188 |
|
2013 |
|
1989 |
|
9229 16th Street SW |
Calgary, AB |
|
|
24,579 |
|
2,385 |
|
36,776 |
|
1,348 |
|
2,463 |
|
38,047 |
|
3,082 |
|
2015 |
|
2006 |
|
2220-162nd Avenue SW |
Camberley, UKJ |
|
|
- |
|
2,654 |
|
5,736 |
|
16,874 |
|
7,217 |
|
18,048 |
|
106 |
|
2014 |
|
2016 |
|
Fernhill Road |
Cardiff, UKL |
|
|
- |
|
3,191 |
|
12,566 |
|
- |
|
3,191 |
|
12,566 |
|
2,665 |
|
2013 |
|
2007 |
|
127 Cyncoed Road |
Cardiff by the Sea, CA |
|
|
38,767 |
|
5,880 |
|
64,711 |
|
1,174 |
|
5,880 |
|
65,885 |
|
12,242 |
|
2011 |
|
2009 |
|
3535 Manchester Avenue |
Carol Stream, IL |
|
|
- |
|
1,730 |
|
55,048 |
|
1,420 |
|
1,730 |
|
56,468 |
|
9,664 |
|
2012 |
|
2001 |
|
545 Belmont Lane |
Cary, NC |
|
|
- |
|
740 |
|
45,240 |
|
390 |
|
740 |
|
45,630 |
|
5,956 |
|
2013 |
|
2009 |
|
1206 West Chatham Street |
Cedar Park, TX |
|
|
- |
|
1,750 |
|
15,664 |
|
118 |
|
1,750 |
|
15,782 |
|
9 |
|
2016 |
|
2015 |
|
800 C-Bar Ranch Trail |
Centerville, MA |
|
|
- |
|
1,300 |
|
27,357 |
|
1,041 |
|
1,324 |
|
28,375 |
|
5,481 |
|
2011 |
|
1998 |
|
22 Richardson Road |
Cerritos, CA |
|
|
- |
|
- |
|
27,494 |
|
3,554 |
|
- |
|
31,048 |
|
779 |
|
2016 |
|
2002 |
|
11000 New Falcon Way |
Chatham, ON |
|
|
1,422 |
|
1,098 |
|
12,462 |
|
1,114 |
|
1,139 |
|
13,536 |
|
1,253 |
|
2015 |
|
1965 |
|
25 Keil Drive North |
Chelmsford, MA |
|
|
- |
|
1,589 |
|
26,432 |
|
714 |
|
1,594 |
|
27,141 |
|
2,148 |
|
2015 |
|
1997 |
|
199 Chelmsford Street |
Chesterfield, MO |
|
|
- |
|
1,857 |
|
48,366 |
|
798 |
|
1,857 |
|
49,164 |
|
6,929 |
|
2013 |
|
2001 |
|
1880 Clarkson Road |
Chorleywood, UKH |
|
|
- |
|
5,636 |
|
43,191 |
|
- |
|
5,636 |
|
43,191 |
|
6,942 |
|
2013 |
|
2007 |
|
High View, Rickmansworth Road |
Chula Vista, CA |
|
|
- |
|
2,072 |
|
22,163 |
|
695 |
|
2,128 |
|
22,802 |
|
3,583 |
|
2013 |
|
2003 |
|
3302 Bonita Road |
Church Crookham, UKJ |
|
|
- |
|
2,591 |
|
14,215 |
|
- |
|
2,591 |
|
14,215 |
|
1,690 |
|
2014 |
|
2014 |
|
Bourley Road |
Cincinnati, OH |
|
|
- |
|
2,060 |
|
109,388 |
|
10,021 |
|
2,060 |
|
119,409 |
|
19,242 |
|
2007 |
|
2010 |
|
5445 Kenwood Road |
Claremont, CA |
|
|
- |
|
2,430 |
|
9,928 |
|
1,100 |
|
2,438 |
|
11,019 |
|
1,963 |
|
2013 |
|
2001 |
|
2053 North Towne Avenue |
Cohasset, MA |
|
|
- |
|
2,485 |
|
26,147 |
|
1,202 |
|
2,487 |
|
27,347 |
|
4,369 |
|
2013 |
|
1998 |
|
125 King Street (Rt 3A) |
Colorado Springs, CO |
|
|
- |
|
800 |
|
14,756 |
|
1,409 |
|
840 |
|
16,125 |
|
2,433 |
|
2013 |
|
2001 |
|
2105 University Park Boulevard |
Concord, NH |
|
|
13,081 |
|
720 |
|
21,164 |
|
702 |
|
779 |
|
21,807 |
|
4,171 |
|
2011 |
|
2001 |
|
300 Pleasant Street |
Coquitlam, BC |
|
|
10,245 |
|
3,047 |
|
24,567 |
|
1,035 |
|
3,142 |
|
25,507 |
|
5,378 |
|
2013 |
|
1990 |
|
1142 Dufferin Street |
Costa Mesa, CA |
|
|
- |
|
2,050 |
|
19,969 |
|
1,176 |
|
2,050 |
|
21,145 |
|
4,508 |
|
2011 |
|
1965 |
|
350 West Bay St |
Crystal Lake, IL |
|
|
- |
|
875 |
|
12,461 |
|
1,040 |
|
893 |
|
13,483 |
|
2,575 |
|
2013 |
|
2001 |
|
751 E Terra Cotta Avenue |
Dallas, TX |
|
|
- |
|
1,080 |
|
9,655 |
|
612 |
|
1,080 |
|
10,267 |
|
2,202 |
|
2011 |
|
1997 |
|
3611 Dickason Avenue |
Dallas, TX |
|
|
- |
|
6,330 |
|
114,794 |
|
637 |
|
6,330 |
|
115,431 |
|
7,170 |
|
2015 |
|
2013 |
|
3535 N Hall Street |
Danvers, MA |
|
|
9,175 |
|
1,120 |
|
14,557 |
|
910 |
|
1,145 |
|
15,442 |
|
3,328 |
|
2011 |
|
2000 |
|
1 Veronica Drive |
Danvers, MA |
|
|
- |
|
2,203 |
|
28,761 |
|
154 |
|
2,257 |
|
28,860 |
|
2,865 |
|
2015 |
|
1997 |
|
9 Summer Street |
Davenport, IA |
|
|
- |
|
1,403 |
|
35,893 |
|
3,068 |
|
1,480 |
|
38,884 |
|
7,930 |
|
2006 |
|
2009 |
|
4500 Elmore Ave. |
Decatur, GA |
|
|
- |
|
- |
|
- |
|
30,456 |
|
1,946 |
|
28,510 |
|
4,979 |
|
2013 |
|
1998 |
|
920 Clairemont Avenue |
Denver, CO |
|
|
12,283 |
|
1,450 |
|
19,389 |
|
3,009 |
|
1,470 |
|
22,379 |
|
3,490 |
|
2012 |
|
1997 |
|
4901 South Monaco Street |
Denver, CO |
|
|
- |
|
2,910 |
|
35,838 |
|
1,002 |
|
2,933 |
|
36,817 |
|
7,299 |
|
2012 |
|
2007 |
|
8101 E Mississippi Avenue |
Dix Hills, NY |
|
|
- |
|
3,808 |
|
39,014 |
|
1,059 |
|
3,809 |
|
40,072 |
|
6,394 |
|
2013 |
|
2003 |
|
337 Deer Park Road |
Dollard-Des-Ormeaux, QC |
|
|
- |
|
1,957 |
|
14,431 |
|
629 |
|
2,017 |
|
15,000 |
|
3,932 |
|
2013 |
|
2008 |
|
4377 St. Jean Blvd |
Dresher, PA |
|
|
7,103 |
|
1,900 |
|
10,664 |
|
774 |
|
1,900 |
|
11,438 |
|
2,871 |
|
2013 |
|
2006 |
|
1650 Susquehanna Road |
Dublin, OH |
|
|
- |
|
1,680 |
|
43,423 |
|
5,727 |
|
1,775 |
|
49,055 |
|
10,839 |
|
2010 |
|
1990 |
|
6470 Post Rd |
East Haven, CT |
|
|
22,079 |
|
2,660 |
|
35,533 |
|
2,234 |
|
2,681 |
|
37,746 |
|
10,112 |
|
2011 |
|
2000 |
|
111 South Shore Drive |
East Meadow, NY |
|
|
- |
|
69 |
|
45,991 |
|
848 |
|
124 |
|
46,783 |
|
7,311 |
|
2013 |
|
2002 |
|
1555 Glen Curtiss Boulevard |
East Setauket, NY |
|
|
- |
|
4,920 |
|
37,354 |
|
1,047 |
|
4,975 |
|
38,347 |
|
5,962 |
|
2013 |
|
2002 |
|
1 Sunrise Drive |
Eastbourne, UKJ |
|
|
- |
|
4,145 |
|
33,744 |
|
- |
|
4,145 |
|
33,744 |
|
5,511 |
|
2013 |
|
2008 |
|
6 Upper Kings Drive |
Edgbaston, UKG |
|
|
- |
|
- |
|
- |
|
16,689 |
|
2,720 |
|
13,969 |
|
638 |
|
2014 |
|
2015 |
|
Pershore Road |
Edgewater, NJ |
|
|
- |
|
4,561 |
|
25,047 |
|
1,000 |
|
4,564 |
|
26,044 |
|
4,349 |
|
2013 |
|
2000 |
|
351 River Road |
Edison, NJ |
|
|
- |
|
1,892 |
|
32,314 |
|
1,051 |
|
1,896 |
|
33,361 |
|
7,579 |
|
2013 |
|
1996 |
|
1801 Oak Tree Road |
Edmonds, WA |
|
|
10,991 |
|
1,650 |
|
24,449 |
|
541 |
|
1,651 |
|
24,989 |
|
2,056 |
|
2015 |
|
1976 |
|
21500 72nd Avenue West |
Edmonton, AB |
|
|
9,222 |
|
1,589 |
|
29,819 |
|
1,176 |
|
1,638 |
|
30,946 |
|
5,496 |
|
2013 |
|
1999 |
|
103 Rabbit Hill Court NW |
Edmonton, AB |
|
|
11,914 |
|
2,063 |
|
37,293 |
|
1,587 |
|
2,127 |
|
38,816 |
|
8,990 |
|
2013 |
|
1968 |
|
10015 103rd Avenue NW |
Encinitas, CA |
|
|
- |
|
1,460 |
|
7,721 |
|
2,377 |
|
1,460 |
|
10,098 |
|
4,102 |
|
2000 |
|
1988 |
|
335 Saxony Rd. |
Encino, CA |
|
|
- |
|
5,040 |
|
46,255 |
|
1,195 |
|
5,040 |
|
47,450 |
|
8,407 |
|
2012 |
|
2003 |
|
15451 Ventura Boulevard |
Escondido, CA |
|
|
- |
|
1,520 |
|
24,024 |
|
1,300 |
|
1,520 |
|
25,324 |
|
5,450 |
|
2011 |
|
1987 |
|
1500 Borden Rd |
Esher, UKJ |
|
|
- |
|
5,783 |
|
48,361 |
|
- |
|
5,783 |
|
48,361 |
|
6,956 |
|
2013 |
|
2006 |
|
42 Copsem Lane |
Fairfax, VA |
|
|
- |
|
19 |
|
2,678 |
|
175 |
|
47 |
|
2,825 |
|
708 |
|
2013 |
|
1991 |
|
9207 Arlington Boulevard |
Fairfield, NJ |
|
|
- |
|
3,120 |
|
43,868 |
|
934 |
|
3,175 |
|
44,747 |
|
7,192 |
|
2013 |
|
1998 |
|
47 Greenbrook Road |
Fareham, UKJ |
|
|
- |
|
3,408 |
|
17,970 |
|
- |
|
3,408 |
|
17,970 |
|
1,699 |
|
2014 |
|
2012 |
|
Redlands Lane |
Flossmoor, IL |
|
|
- |
|
1,292 |
|
9,496 |
|
1,339 |
|
1,339 |
|
10,788 |
|
2,209 |
|
2013 |
|
2000 |
|
19715 Governors Highway |
Folsom, CA |
|
|
- |
|
1,490 |
|
32,754 |
|
11 |
|
1,490 |
|
32,765 |
|
2,292 |
|
2015 |
|
2014 |
|
1574 Creekside Drive |
Fort Worth, TX |
|
|
- |
|
2,080 |
|
27,888 |
|
3,217 |
|
2,085 |
|
31,100 |
|
6,747 |
|
2012 |
|
2001 |
|
2151 Green Oaks Road |
Fort Worth, TX |
|
|
- |
|
1,740 |
|
19,799 |
|
961 |
|
1,740 |
|
20,760 |
|
- |
|
2016 |
|
2014 |
|
7001 Bryant Irvin Road |
Franklin, MA |
|
|
- |
|
2,430 |
|
30,597 |
|
2,416 |
|
2,442 |
|
33,000 |
|
4,550 |
|
2013 |
|
1999 |
|
4 Forge Hill Road |
Frome, UKK |
|
|
- |
|
2,720 |
|
14,813 |
|
- |
|
2,720 |
|
14,813 |
|
1,160 |
|
2014 |
|
2012 |
|
Welshmill Lane |
Fullerton, CA |
|
|
12,537 |
|
1,964 |
|
19,989 |
|
638 |
|
1,998 |
|
20,593 |
|
3,484 |
|
2013 |
|
2008 |
|
2226 North Euclid Street |
Gahanna, OH |
|
|
- |
|
772 |
|
11,214 |
|
1,209 |
|
787 |
|
12,408 |
|
1,870 |
|
2013 |
|
1998 |
|
775 East Johnstown Road |
Gilbert, AZ |
|
|
16,042 |
|
2,160 |
|
28,246 |
|
472 |
|
2,160 |
|
28,718 |
|
6,703 |
|
2013 |
|
2008 |
|
580 S. Gilbert Road |
Gilroy, CA |
|
|
- |
|
760 |
|
13,880 |
|
24,615 |
|
1,575 |
|
37,680 |
|
9,028 |
|
2006 |
|
2007 |
|
7610 Isabella Way |
Glen Cove, NY |
|
|
- |
|
4,594 |
|
35,236 |
|
1,447 |
|
4,615 |
|
36,662 |
|
7,045 |
|
2013 |
|
1998 |
|
39 Forest Avenue |
Glenview, IL |
|
|
- |
|
2,090 |
|
69,288 |
|
1,542 |
|
2,090 |
|
70,830 |
|
11,838 |
|
2012 |
|
2001 |
|
2200 Golf Road |
Golden Valley, MN |
|
|
19,396 |
|
1,520 |
|
33,513 |
|
827 |
|
1,545 |
|
34,314 |
|
5,088 |
|
2013 |
|
2005 |
|
4950 Olson Memorial Highway |
Grimsby, ON |
|
|
- |
|
636 |
|
5,617 |
|
259 |
|
655 |
|
5,857 |
|
651 |
|
2015 |
|
1991 |
|
84 Main Street East |
Grosse Pointe Woods, MI |
|
|
- |
|
950 |
|
13,662 |
|
250 |
|
950 |
|
13,912 |
|
2,025 |
|
2013 |
|
2006 |
|
1850 Vernier Road |
Grosse Pointe Woods, MI |
|
|
- |
|
1,430 |
|
31,777 |
|
799 |
|
1,430 |
|
32,576 |
|
4,721 |
|
2013 |
|
2005 |
|
21260 Mack Avenue |
Guelph, ON |
|
|
4,313 |
|
1,190 |
|
7,597 |
|
380 |
|
1,237 |
|
7,930 |
|
1,098 |
|
2015 |
|
1978 |
|
165 Cole Road |
Guildford, UKJ |
|
|
- |
|
5,361 |
|
56,494 |
|
- |
|
5,361 |
|
56,494 |
|
8,384 |
|
2013 |
|
2006 |
|
Astolat Way, Peasmarsh |
Gurnee, IL |
|
|
- |
|
890 |
|
27,931 |
|
1,005 |
|
935 |
|
28,891 |
|
4,033 |
|
2013 |
|
2002 |
|
500 North Hunt Club Road |
Hamden, CT |
|
|
14,857 |
|
1,460 |
|
24,093 |
|
1,296 |
|
1,487 |
|
25,362 |
|
5,965 |
|
2011 |
|
1999 |
|
35 Hamden Hills Drive |
Hampshire, UKJ |
|
|
- |
|
4,172 |
|
26,035 |
|
- |
|
4,172 |
|
26,035 |
|
4,104 |
|
2013 |
|
2006 |
|
22-26 Church Road |
Haverhill, MA |
|
|
- |
|
1,720 |
|
50,046 |
|
831 |
|
1,723 |
|
50,873 |
|
4,973 |
|
2015 |
|
1997 |
|
254 Amesbury Road |
Henderson, NV |
|
|
- |
|
880 |
|
29,809 |
|
471 |
|
895 |
|
30,265 |
|
4,784 |
|
2011 |
|
2009 |
|
1935 Paseo Verde Parkway |
Henderson, NV |
|
|
5,572 |
|
1,190 |
|
11,600 |
|
499 |
|
1,212 |
|
12,078 |
|
3,007 |
|
2013 |
|
2008 |
|
1555 West Horizon Ridge Parkway |
Highland Park, IL |
|
|
- |
|
2,250 |
|
25,313 |
|
847 |
|
2,259 |
|
26,150 |
|
4,895 |
|
2013 |
|
2005 |
|
1601 Green Bay Road |
Hingham, MA |
|
|
- |
|
1,440 |
|
32,292 |
|
64 |
|
1,440 |
|
32,356 |
|
2,840 |
|
2015 |
|
2012 |
|
1 Sgt. William B Terry Drive |
Holbrook, NY |
|
|
- |
|
3,957 |
|
35,337 |
|
773 |
|
4,016 |
|
36,051 |
|
5,617 |
|
2013 |
|
2001 |
|
320 Patchogue Holbrook Road |
Horley, UKJ |
|
|
- |
|
2,332 |
|
12,144 |
|
- |
|
2,332 |
|
12,144 |
|
1,457 |
|
2014 |
|
2014 |
|
Court Lodge Road |
Houston, TX |
|
|
- |
|
3,830 |
|
55,674 |
|
5,115 |
|
3,830 |
|
60,789 |
|
11,699 |
|
2012 |
|
1998 |
|
2929 West Holcombe Boulevard |
Houston, TX |
|
|
17,274 |
|
1,040 |
|
31,965 |
|
5,258 |
|
1,044 |
|
37,218 |
|
6,026 |
|
2012 |
|
1999 |
|
505 Bering Drive |
Houston, TX |
|
|
- |
|
1,750 |
|
15,603 |
|
210 |
|
1,750 |
|
15,813 |
|
9 |
|
2016 |
|
2014 |
|
10120 Louetta Road |
Houston, TX |
|
|
- |
|
960 |
|
27,598 |
|
1,538 |
|
960 |
|
29,136 |
|
6,194 |
|
2011 |
|
1995 |
|
10225 Cypresswood Dr |
Hove, UKJ |
|
|
- |
|
1,360 |
|
6,979 |
|
- |
|
1,360 |
|
6,979 |
|
656 |
|
2014 |
|
1987 |
|
Furze Hill |
Huntington Beach, CA |
|
|
- |
|
3,808 |
|
31,172 |
|
1,743 |
|
3,886 |
|
32,838 |
|
6,231 |
|
2013 |
|
2004 |
|
7401 Yorktown Avenue |
Irving, TX |
|
|
- |
|
1,030 |
|
6,823 |
|
1,421 |
|
1,030 |
|
8,244 |
|
2,122 |
|
2007 |
|
1999 |
|
8855 West Valley Ranch Parkway |
Johns Creek, GA |
|
|
- |
|
1,580 |
|
23,285 |
|
362 |
|
1,588 |
|
23,639 |
|
3,789 |
|
2013 |
|
2009 |
|
11405 Medlock Bridge Road |
Kanata, ON |
|
|
- |
|
1,689 |
|
28,670 |
|
- |
|
1,689 |
|
28,670 |
|
3,951 |
|
2012 |
|
2005 |
|
70 Stonehaven Drive |
Kansas City, MO |
|
|
- |
|
1,820 |
|
34,898 |
|
4,138 |
|
1,845 |
|
39,011 |
|
8,933 |
|
2010 |
|
1980 |
|
12100 Wornall Road |
Kansas City, MO |
|
|
5,950 |
|
1,930 |
|
39,997 |
|
3,760 |
|
1,963 |
|
43,724 |
|
10,341 |
|
2010 |
|
1986 |
|
6500 North Cosby Ave |
Kansas City, MO |
|
|
- |
|
541 |
|
23,962 |
|
52 |
|
541 |
|
24,015 |
|
1,713 |
|
2015 |
|
2014 |
|
6460 North Cosby Avenue |
Kelowna, BC |
|
|
5,802 |
|
2,688 |
|
13,647 |
|
620 |
|
2,771 |
|
14,184 |
|
3,047 |
|
2013 |
|
1999 |
|
863 Leon Avenue |
Kennebunk, ME |
|
|
- |
|
2,700 |
|
30,204 |
|
3,199 |
|
3,022 |
|
33,081 |
|
9,952 |
|
2013 |
|
2006 |
|
One Huntington Common Drive |
Kingston, ON |
|
|
4,614 |
|
1,030 |
|
11,416 |
|
549 |
|
1,061 |
|
11,933 |
|
1,144 |
|
2015 |
|
1983 |
|
181 Ontario Street |
Kingwood, TX |
|
|
- |
|
480 |
|
9,777 |
|
1,033 |
|
480 |
|
10,810 |
|
2,148 |
|
2011 |
|
1999 |
|
22955 Eastex Freeway |
Kirkland, WA |
|
|
24,600 |
|
3,450 |
|
38,709 |
|
595 |
|
3,515 |
|
39,239 |
|
6,861 |
|
2011 |
|
2009 |
|
14 Main Street South |
Kitchener, ON |
|
|
1,473 |
|
640 |
|
2,744 |
|
161 |
|
660 |
|
2,885 |
|
581 |
|
2013 |
|
1979 |
|
164 - 168 Ferfus Avenue |
Kitchener, ON |
|
|
4,645 |
|
1,130 |
|
9,939 |
|
437 |
|
1,167 |
|
10,338 |
|
1,870 |
|
2013 |
|
1988 |
|
20 Fieldgate Street |
Kitchener, ON |
|
|
3,539 |
|
1,093 |
|
7,327 |
|
372 |
|
1,129 |
|
7,663 |
|
1,801 |
|
2013 |
|
1964 |
|
290 Queen Street South |
Kitchener, ON |
|
|
13,146 |
|
1,341 |
|
13,939 |
|
2,419 |
|
1,341 |
|
16,358 |
|
262 |
|
2016 |
|
2003 |
|
1250 Weber Street E |
La Palma, CA |
|
|
- |
|
2,950 |
|
16,591 |
|
640 |
|
2,966 |
|
17,216 |
|
2,835 |
|
2013 |
|
2003 |
|
5321 La Palma Avenue |
Lafayette Hill, PA |
|
|
- |
|
1,750 |
|
11,848 |
|
1,738 |
|
1,867 |
|
13,469 |
|
2,909 |
|
2013 |
|
1998 |
|
429 Ridge Pike |
Laguna Hills, CA |
|
|
- |
|
12,820 |
|
75,926 |
|
10,284 |
|
12,820 |
|
86,210 |
|
- |
|
2016 |
|
1988 |
|
24903 Moulton Parkway |
Laguna Woods, CA |
|
|
- |
|
11,280 |
|
76,485 |
|
7,142 |
|
11,280 |
|
83,627 |
|
1,628 |
|
2016 |
|
1987 |
|
24441 Calle Sonora |
Laguna Woods, CA |
|
|
- |
|
9,150 |
|
57,842 |
|
5,246 |
|
9,150 |
|
63,088 |
|
1,358 |
|
2016 |
|
1986 |
|
24962 Calle Aragon |
Lake Zurich, IL |
|
|
- |
|
1,470 |
|
9,830 |
|
2,799 |
|
1,470 |
|
12,629 |
|
2,074 |
|
2011 |
|
2007 |
|
550 America Court |
Lawrenceville, GA |
|
|
15,602 |
|
1,500 |
|
29,003 |
|
507 |
|
1,508 |
|
29,502 |
|
4,799 |
|
2013 |
|
2008 |
|
1375 Webb Gin House Road |
Leawood, KS |
|
|
15,328 |
|
2,490 |
|
32,493 |
|
3,191 |
|
5,690 |
|
32,484 |
|
6,775 |
|
2012 |
|
1999 |
|
4400 West 115th Street |
Lenexa, KS |
|
|
9,581 |
|
826 |
|
26,251 |
|
599 |
|
836 |
|
26,841 |
|
4,937 |
|
2013 |
|
2006 |
|
15055 West 87th Street Parkway |
Leominster, MA |
|
|
- |
|
944 |
|
23,164 |
|
534 |
|
947 |
|
23,695 |
|
2,240 |
|
2015 |
|
1999 |
|
1160 Main Street |
Lincroft, NJ |
|
|
- |
|
9 |
|
19,958 |
|
1,268 |
|
9 |
|
21,226 |
|
3,302 |
|
2013 |
|
2002 |
|
734 Newman Springs Road |
Lombard, IL |
|
|
16,603 |
|
2,130 |
|
59,943 |
|
501 |
|
2,130 |
|
60,444 |
|
9,202 |
|
2013 |
|
2009 |
|
2210 Fountain Square Dr |
London, UKI |
|
|
- |
|
3,121 |
|
10,027 |
|
- |
|
3,121 |
|
10,027 |
|
817 |
|
2014 |
|
2012 |
|
71 Hatch Lane |
London, ON |
|
|
835 |
|
987 |
|
8,228 |
|
473 |
|
1,037 |
|
8,651 |
|
969 |
|
2015 |
|
1989 |
|
760 Horizon Drive |
London, ON |
|
|
6,329 |
|
1,969 |
|
16,985 |
|
1,087 |
|
2,029 |
|
18,012 |
|
2,153 |
|
2015 |
|
1953 |
|
1486 Richmond Street North |
London, ON |
|
|
- |
|
1,445 |
|
13,631 |
|
570 |
|
1,598 |
|
14,048 |
|
1,155 |
|
2015 |
|
1950 |
|
81 Grand Avenue |
Longueuil, QC |
|
|
9,905 |
|
3,992 |
|
23,711 |
|
852 |
|
4,166 |
|
24,388 |
|
1,771 |
|
2015 |
|
1989 |
|
70 Rue Levis |
Los Angeles, CA |
|
|
- |
|
- |
|
11,430 |
|
2,034 |
|
- |
|
13,464 |
|
2,849 |
|
2008 |
|
1971 |
|
330 North Hayworth Avenue |
Los Angeles, CA |
|
|
62,843 |
|
- |
|
114,438 |
|
1,599 |
|
- |
|
116,037 |
|
22,542 |
|
2011 |
|
2009 |
|
10475 Wilshire Boulevard |
Los Angeles, CA |
|
|
- |
|
3,540 |
|
19,007 |
|
1,151 |
|
3,540 |
|
20,158 |
|
3,470 |
|
2012 |
|
2001 |
|
2051 N. Highland Avenue |
Los Angeles, CA |
|
|
- |
|
- |
|
28,050 |
|
1,122 |
|
- |
|
29,172 |
|
547 |
|
2016 |
|
2006 |
|
4061 Grand View Boulevard |
Louisville, KY |
|
|
- |
|
2,420 |
|
20,816 |
|
1,039 |
|
2,420 |
|
21,855 |
|
3,954 |
|
2012 |
|
1999 |
|
4600 Bowling Boulevard |
Louisville, KY |
|
|
10,977 |
|
1,600 |
|
20,326 |
|
333 |
|
1,600 |
|
20,659 |
|
3,774 |
|
2013 |
|
2010 |
|
6700 Overlook Drive |
Lynnfield, MA |
|
|
- |
|
3,165 |
|
45,200 |
|
1,817 |
|
3,165 |
|
47,016 |
|
7,489 |
|
2013 |
|
2006 |
|
55 Salem Street |
Malvern, PA |
|
|
- |
|
1,651 |
|
17,194 |
|
1,318 |
|
1,708 |
|
18,454 |
|
4,281 |
|
2013 |
|
1998 |
|
324 Lancaster Avenue |
Mansfield, MA |
|
|
27,347 |
|
3,320 |
|
57,011 |
|
5,846 |
|
3,431 |
|
62,747 |
|
13,897 |
|
2011 |
|
1998 |
|
25 Cobb Street |
Maple Ridge, BC |
|
|
8,781 |
|
2,875 |
|
11,922 |
|
- |
|
2,875 |
|
11,922 |
|
926 |
|
2015 |
|
2009 |
|
12241 224th Street |
Marieville, QC |
|
|
6,762 |
|
1,278 |
|
12,113 |
|
87 |
|
1,323 |
|
12,155 |
|
927 |
|
2015 |
|
2002 |
|
425 rue Claude de Ramezay |
Markham, ON |
|
|
39,383 |
|
3,727 |
|
48,939 |
|
1,801 |
|
3,848 |
|
50,620 |
|
11,766 |
|
2013 |
|
1981 |
|
7700 Bayview Avenue |
Marlboro, NJ |
|
|
- |
|
2,222 |
|
14,888 |
|
680 |
|
2,222 |
|
15,568 |
|
2,772 |
|
2013 |
|
2002 |
|
3A South Main Street |
Medicine Hat, AB |
|
|
11,092 |
|
1,432 |
|
14,141 |
|
137 |
|
1,476 |
|
14,234 |
|
2,156 |
|
2015 |
|
1999 |
|
223 Park Meadows Drive SE |
Memphis, TN |
|
|
- |
|
1,800 |
|
17,744 |
|
1,116 |
|
1,800 |
|
18,860 |
|
4,350 |
|
2012 |
|
1999 |
|
6605 Quail Hollow Road |
Meriden, CT |
|
|
9,056 |
|
1,500 |
|
14,874 |
|
1,032 |
|
1,538 |
|
15,868 |
|
4,645 |
|
2011 |
|
2001 |
|
511 Kensington Avenue |
Metairie, LA |
|
|
13,013 |
|
725 |
|
27,708 |
|
380 |
|
725 |
|
28,089 |
|
4,051 |
|
2013 |
|
2009 |
|
3732 West Esplanade Ave. S |
Middletown, CT |
|
|
14,916 |
|
1,430 |
|
24,242 |
|
1,226 |
|
1,439 |
|
25,458 |
|
6,148 |
|
2011 |
|
1999 |
|
645 Saybrook Road |
Middletown, RI |
|
|
15,863 |
|
2,480 |
|
24,628 |
|
1,577 |
|
2,511 |
|
26,174 |
|
6,217 |
|
2011 |
|
1998 |
|
303 Valley Road |
Milford, CT |
|
|
11,128 |
|
3,210 |
|
17,364 |
|
1,420 |
|
3,213 |
|
18,781 |
|
4,973 |
|
2011 |
|
1999 |
|
77 Plains Road |
Milton, ON |
|
|
14,760 |
|
4,542 |
|
25,321 |
|
2,068 |
|
4,687 |
|
27,244 |
|
1,920 |
|
2015 |
|
2012 |
|
611 Farmstead Drive |
Minnetonka, MN |
|
|
13,938 |
|
2,080 |
|
24,360 |
|
1,923 |
|
2,376 |
|
25,987 |
|
4,604 |
|
2012 |
|
1999 |
|
500 Carlson Parkway |
Minnetonka, MN |
|
|
15,959 |
|
920 |
|
29,344 |
|
564 |
|
920 |
|
29,908 |
|
4,241 |
|
2013 |
|
2006 |
|
18605 Old Excelsior Blvd. |
Mission Viejo, CA |
|
|
14,375 |
|
6,600 |
|
52,118 |
|
4,025 |
|
6,600 |
|
56,143 |
|
1,031 |
|
2016 |
|
1998 |
|
27783 Center Drive |
Mississauga, ON |
|
|
9,046 |
|
1,602 |
|
17,996 |
|
729 |
|
1,651 |
|
18,675 |
|
3,274 |
|
2013 |
|
1984 |
|
1130 Bough Beeches Boulevard |
Mississauga, ON |
|
|
3,046 |
|
873 |
|
4,655 |
|
270 |
|
900 |
|
4,899 |
|
872 |
|
2013 |
|
1978 |
|
3051 Constitution Boulevard |
Mississauga, ON |
|
|
19,440 |
|
3,649 |
|
35,137 |
|
1,569 |
|
3,778 |
|
36,577 |
|
4,676 |
|
2015 |
|
1988 |
|
1490 Rathburn Road East |
Mississauga, ON |
|
|
6,191 |
|
2,548 |
|
15,158 |
|
842 |
|
2,626 |
|
15,922 |
|
2,359 |
|
2015 |
|
1989 |
|
85 King Street East |
Mobberley, UKD |
|
|
- |
|
5,146 |
|
26,665 |
|
- |
|
5,146 |
|
26,665 |
|
5,676 |
|
2013 |
|
2007 |
|
Barclay Park, Hall Lane |
Monterey, CA |
|
|
- |
|
6,440 |
|
29,101 |
|
680 |
|
6,440 |
|
29,781 |
|
4,786 |
|
2013 |
|
2009 |
|
1110 Cass St. |
Montgomery Village, MD |
|
|
- |
|
3,530 |
|
18,246 |
|
5,175 |
|
3,570 |
|
23,381 |
|
6,912 |
|
2013 |
|
1993 |
|
19310 Club House Road |
Moose Jaw, SK |
|
|
2,507 |
|
582 |
|
12,973 |
|
584 |
|
600 |
|
13,539 |
|
2,392 |
|
2013 |
|
2001 |
|
425 4th Avenue NW |
Mystic, CT |
|
|
11,128 |
|
1,400 |
|
18,274 |
|
860 |
|
1,427 |
|
19,107 |
|
4,431 |
|
2011 |
|
2001 |
|
20 Academy Lane Mystic |
Naperville, IL |
|
|
- |
|
1,550 |
|
12,237 |
|
2,227 |
|
1,550 |
|
14,464 |
|
2,868 |
|
2012 |
|
2013 |
|
1936 Brookdale Road |
Naperville, IL |
|
|
- |
|
1,540 |
|
28,204 |
|
887 |
|
1,540 |
|
29,091 |
|
4,868 |
|
2013 |
|
2002 |
|
535 West Ogden Avenue |
Naples, FL |
|
|
57,939 |
|
8,989 |
|
119,398 |
|
2,012 |
|
9,068 |
|
121,331 |
|
8,426 |
|
2015 |
|
2000 |
|
4800 Aston Gardens Way |
Nashua, NH |
|
|
- |
|
1,264 |
|
43,026 |
|
492 |
|
1,264 |
|
43,519 |
|
3,149 |
|
2015 |
|
1999 |
|
674 West Hollis Street |
Nashville, TN |
|
|
- |
|
3,900 |
|
35,788 |
|
2,004 |
|
3,900 |
|
37,792 |
|
7,958 |
|
2012 |
|
1999 |
|
4206 Stammer Place |
Needham, MA |
|
|
- |
|
1,240 |
|
32,992 |
|
1,068 |
|
1,240 |
|
34,060 |
|
- |
|
2016 |
|
2011 |
|
880 Greendale Avenue |
Nepean, ON |
|
|
5,794 |
|
1,575 |
|
5,770 |
|
383 |
|
1,638 |
|
6,090 |
|
1,101 |
|
2015 |
|
1988 |
|
1 Mill Hill Road |
Newbury, UKJ |
|
|
- |
|
- |
|
- |
|
15,646 |
|
2,850 |
|
12,796 |
|
85 |
|
2015 |
|
2016 |
|
370 London Road |
Newburyport, MA |
|
|
- |
|
1,750 |
|
29,187 |
|
1,063 |
|
1,750 |
|
30,250 |
|
- |
|
2016 |
|
2015 |
|
4 Wallace Bashaw Junior Way |
Newmarket, UKH |
|
|
- |
|
4,071 |
|
11,902 |
|
- |
|
4,071 |
|
11,902 |
|
1,212 |
|
2014 |
|
2011 |
|
Jeddah Way |
Newton, MA |
|
|
26,992 |
|
2,250 |
|
43,614 |
|
992 |
|
2,263 |
|
44,593 |
|
9,596 |
|
2011 |
|
1996 |
|
2300 Washington Street |
Newton, MA |
|
|
15,558 |
|
2,500 |
|
30,681 |
|
1,897 |
|
2,514 |
|
32,564 |
|
7,387 |
|
2011 |
|
1996 |
|
280 Newtonville Avenue |
Newton, MA |
|
|
- |
|
3,360 |
|
25,099 |
|
1,508 |
|
3,385 |
|
26,582 |
|
6,339 |
|
2011 |
|
1994 |
|
430 Centre Street |
Newtown Square, PA |
|
|
- |
|
1,930 |
|
14,420 |
|
669 |
|
1,941 |
|
15,078 |
|
3,629 |
|
2013 |
|
2004 |
|
333 S. Newtown Street Rd. |
Niagara Falls, ON |
|
|
6,814 |
|
1,225 |
|
7,963 |
|
380 |
|
1,263 |
|
8,305 |
|
1,025 |
|
2015 |
|
1991 |
|
7860 Lundy's Lane |
Niantic, CT |
|
|
- |
|
1,320 |
|
25,986 |
|
4,266 |
|
1,334 |
|
30,238 |
|
5,525 |
|
2011 |
|
2001 |
|
417 Main Street |
North Andover, MA |
|
|
21,901 |
|
1,960 |
|
34,976 |
|
1,459 |
|
2,019 |
|
36,377 |
|
7,872 |
|
2011 |
|
1995 |
|
700 Chickering Road |
North Chelmsford, MA |
|
|
11,542 |
|
880 |
|
18,478 |
|
839 |
|
927 |
|
19,271 |
|
3,938 |
|
2011 |
|
1998 |
|
2 Technology Drive |
North Dartmouth, MA |
|
|
- |
|
1,700 |
|
35,337 |
|
1,463 |
|
1,700 |
|
36,800 |
|
- |
|
2016 |
|
1997 |
|
239 Cross Road |
North Tustin, CA |
|
|
- |
|
2,880 |
|
18,059 |
|
562 |
|
2,901 |
|
18,600 |
|
2,510 |
|
2013 |
|
2000 |
|
12291 Newport Avenue |
Oak Park, IL |
|
|
- |
|
1,250 |
|
40,383 |
|
1,058 |
|
1,250 |
|
41,441 |
|
7,219 |
|
2012 |
|
2004 |
|
1035 Madison Street |
Oakland, CA |
|
|
- |
|
3,877 |
|
47,508 |
|
2,539 |
|
3,900 |
|
50,024 |
|
8,007 |
|
2013 |
|
1999 |
|
11889 Skyline Boulevard |
Oakton, VA |
|
|
- |
|
2,250 |
|
37,576 |
|
1,753 |
|
2,260 |
|
39,319 |
|
6,066 |
|
2013 |
|
1997 |
|
2863 Hunter Mill Road |
Oakville, ON |
|
|
5,890 |
|
1,252 |
|
7,382 |
|
322 |
|
1,291 |
|
7,666 |
|
1,400 |
|
2013 |
|
1982 |
|
289 and 299 Randall Street |
Oakville, ON |
|
|
10,145 |
|
2,134 |
|
29,963 |
|
1,310 |
|
2,214 |
|
31,192 |
|
5,960 |
|
2013 |
|
1994 |
|
25 Lakeshore Road West |
Oakville, ON |
|
|
5,306 |
|
1,271 |
|
13,754 |
|
674 |
|
1,310 |
|
14,389 |
|
2,227 |
|
2013 |
|
1988 |
|
345 Church Street |
Oceanside, CA |
|
|
- |
|
2,160 |
|
18,352 |
|
3,518 |
|
2,202 |
|
21,829 |
|
4,566 |
|
2011 |
|
2005 |
|
3500 Lake Boulevard |
Okotoks, AB |
|
|
18,174 |
|
714 |
|
20,943 |
|
716 |
|
736 |
|
21,636 |
|
2,660 |
|
2015 |
|
2010 |
|
51 Riverside Gate |
Oshawa, ON |
|
|
3,119 |
|
841 |
|
7,570 |
|
363 |
|
882 |
|
7,892 |
|
1,464 |
|
2013 |
|
1991 |
|
649 King Street East |
Ottawa, ON |
|
|
10,221 |
|
1,341 |
|
15,425 |
|
1,018 |
|
1,395 |
|
16,388 |
|
1,400 |
|
2015 |
|
2001 |
|
110 Berrigan Drive |
Ottawa, ON |
|
|
19,153 |
|
3,454 |
|
23,309 |
|
1,033 |
|
3,606 |
|
24,190 |
|
3,854 |
|
2015 |
|
1966 |
|
2370 Carling Avenue |
Ottawa, ON |
|
|
22,027 |
|
4,305 |
|
39,106 |
|
- |
|
4,305 |
|
39,106 |
|
2,868 |
|
2015 |
|
2005 |
|
751 Peter Morand Crescent |
Ottawa, ON |
|
|
6,720 |
|
2,103 |
|
18,421 |
|
2,337 |
|
2,176 |
|
20,685 |
|
1,506 |
|
2015 |
|
1989 |
|
1 Eaton Street |
Ottawa, ON |
|
|
12,149 |
|
2,963 |
|
26,424 |
|
2,093 |
|
3,054 |
|
28,425 |
|
2,127 |
|
2015 |
|
2008 |
|
691 Valin Street |
Ottawa, ON |
|
|
10,138 |
|
1,561 |
|
18,170 |
|
848 |
|
1,612 |
|
18,966 |
|
1,440 |
|
2015 |
|
2006 |
|
22 Barnstone Drive |
Ottawa, ON |
|
|
13,924 |
|
3,403 |
|
31,090 |
|
2,159 |
|
3,511 |
|
33,142 |
|
2,360 |
|
2015 |
|
2009 |
|
990 Hunt Club Road |
Ottawa, ON |
|
|
18,783 |
|
3,411 |
|
28,335 |
|
4,221 |
|
3,516 |
|
32,451 |
|
2,524 |
|
2015 |
|
2009 |
|
2 Valley Stream Drive |
Ottawa, ON |
|
|
2,991 |
|
724 |
|
4,710 |
|
215 |
|
747 |
|
4,902 |
|
904 |
|
2013 |
|
1995 |
|
1345 Ogilvie Road |
Ottawa, ON |
|
|
2,180 |
|
818 |
|
2,165 |
|
1,129 |
|
702 |
|
3,409 |
|
690 |
|
2013 |
|
1993 |
|
370 Kennedy Lane |
Ottawa, ON |
|
|
10,626 |
|
2,809 |
|
27,299 |
|
1,134 |
|
2,899 |
|
28,343 |
|
5,910 |
|
2013 |
|
1998 |
|
43 Aylmer Avenue |
Ottawa, ON |
|
|
4,795 |
|
1,156 |
|
9,758 |
|
439 |
|
1,221 |
|
10,132 |
|
1,620 |
|
2013 |
|
1998 |
|
1351 Hunt Club Road |
Ottawa, ON |
|
|
6,246 |
|
746 |
|
7,800 |
|
426 |
|
775 |
|
8,198 |
|
1,410 |
|
2013 |
|
1999 |
|
140 Darlington Private |
Ottawa, ON |
|
|
9,389 |
|
1,176 |
|
12,764 |
|
715 |
|
1,228 |
|
13,427 |
|
1,176 |
|
2015 |
|
1987 |
|
10 Vaughan Street |
Overland Park, KS |
|
|
3,405 |
|
1,540 |
|
16,269 |
|
1,177 |
|
1,728 |
|
17,258 |
|
2,992 |
|
2012 |
|
1998 |
|
9201 Foster |
Palo Alto, CA |
|
|
16,535 |
|
- |
|
39,639 |
|
1,937 |
|
22 |
|
41,554 |
|
6,344 |
|
2013 |
|
2007 |
|
2701 El Camino Real |
Paramus, NJ |
|
|
- |
|
2,840 |
|
35,728 |
|
1,457 |
|
2,851 |
|
37,174 |
|
5,520 |
|
2013 |
|
1998 |
|
567 Paramus Road |
Parkland, FL |
|
|
57,514 |
|
4,880 |
|
111,481 |
|
1,612 |
|
4,885 |
|
113,088 |
|
8,239 |
|
2015 |
|
2000 |
|
5999 University Drive |
Peabody, MA |
|
|
6,235 |
|
- |
|
- |
|
19,199 |
|
2,250 |
|
16,949 |
|
1,855 |
|
2013 |
|
1994 |
|
73 Margin Street |
Pembroke, ON |
|
|
- |
|
1,931 |
|
9,427 |
|
- |
|
1,931 |
|
9,427 |
|
1,320 |
|
2012 |
|
1999 |
|
1111 Pembroke Street West |
Pittsburgh, PA |
|
|
- |
|
1,580 |
|
18,017 |
|
427 |
|
1,587 |
|
18,436 |
|
3,346 |
|
2013 |
|
2009 |
|
900 Lincoln Club Dr. |
Placentia, CA |
|
|
- |
|
8,480 |
|
17,076 |
|
1,663 |
|
8,480 |
|
18,739 |
|
578 |
|
2016 |
|
1987 |
|
1180 N Bradford Avenue |
Plainview, NY |
|
|
- |
|
3,066 |
|
19,901 |
|
597 |
|
3,174 |
|
20,390 |
|
2,923 |
|
2013 |
|
2001 |
|
1231 Old Country Road |
Plano, TX |
|
|
28,215 |
|
3,120 |
|
59,950 |
|
1,009 |
|
3,120 |
|
60,959 |
|
13,352 |
|
2013 |
|
2006 |
|
4800 West Parker Road |
Plano, TX |
|
|
- |
|
1,750 |
|
15,390 |
|
418 |
|
1,750 |
|
15,808 |
|
9 |
|
2016 |
|
2014 |
|
3690 Mapleshade Lane |
Playa Vista, CA |
|
|
- |
|
1,580 |
|
40,531 |
|
862 |
|
1,584 |
|
41,389 |
|
6,732 |
|
2013 |
|
2006 |
|
5555 Playa Vista Drive |
Plymouth, MA |
|
|
- |
|
1,444 |
|
34,951 |
|
625 |
|
1,444 |
|
35,576 |
|
3,016 |
|
2015 |
|
1998 |
|
157 South Street |
Plymouth, MA |
|
|
13,742 |
|
2,550 |
|
35,055 |
|
2,004 |
|
2,550 |
|
37,059 |
|
- |
|
2016 |
|
1970 |
|
60 Stafford Hill |
Port Perry, ON |
|
|
9,723 |
|
3,685 |
|
26,788 |
|
2,405 |
|
3,799 |
|
29,079 |
|
2,005 |
|
2015 |
|
2009 |
|
15987 Simcoe Street |
Providence, RI |
|
|
- |
|
2,655 |
|
21,910 |
|
- |
|
2,655 |
|
21,910 |
|
8,265 |
|
2011 |
|
1998 |
|
700 Smith Street |
Purley, UKI |
|
|
- |
|
7,365 |
|
35,161 |
|
- |
|
7,365 |
|
35,161 |
|
6,581 |
|
2012 |
|
2005 |
|
21 Russell Hill Road |
Queensbury, NY |
|
|
- |
|
1,260 |
|
21,744 |
|
655 |
|
1,260 |
|
22,399 |
|
1,712 |
|
2015 |
|
1999 |
|
27 Woodvale Road |
Quincy, MA |
|
|
- |
|
1,350 |
|
12,584 |
|
765 |
|
1,423 |
|
13,276 |
|
3,180 |
|
2011 |
|
1998 |
|
2003 Falls Boulevard |
Rancho Cucamonga, CA |
|
|
- |
|
1,480 |
|
10,055 |
|
671 |
|
1,539 |
|
10,667 |
|
2,200 |
|
2013 |
|
2001 |
|
9519 Baseline Road |
Rancho Palos Verdes, CA |
|
|
- |
|
5,450 |
|
60,034 |
|
1,681 |
|
5,450 |
|
61,715 |
|
10,709 |
|
2012 |
|
2004 |
|
5701 Crestridge Road |
Randolph, NJ |
|
|
- |
|
1,540 |
|
46,934 |
|
636 |
|
1,540 |
|
47,570 |
|
7,337 |
|
2013 |
|
2006 |
|
648 Route 10 West |
Red Deer, AB |
|
|
12,215 |
|
1,247 |
|
19,283 |
|
740 |
|
1,285 |
|
19,984 |
|
1,585 |
|
2015 |
|
2004 |
|
3100 - 22 Street |
Red Deer, AB |
|
|
14,375 |
|
1,199 |
|
22,339 |
|
825 |
|
1,238 |
|
23,125 |
|
1,935 |
|
2015 |
|
2004 |
|
10 Inglewood Drive |
Redondo Beach, CA |
|
|
- |
|
- |
|
9,557 |
|
821 |
|
- |
|
10,378 |
|
4,750 |
|
2011 |
|
1957 |
|
514 North Prospect Ave |
Regina, SK |
|
|
6,937 |
|
1,485 |
|
21,148 |
|
790 |
|
1,531 |
|
21,892 |
|
4,285 |
|
2013 |
|
1999 |
|
3651 Albert Street |
Regina, SK |
|
|
6,749 |
|
1,244 |
|
21,036 |
|
844 |
|
1,287 |
|
21,838 |
|
3,517 |
|
2013 |
|
2004 |
|
3105 Hillsdale Street |
Regina, SK |
|
|
13,241 |
|
1,539 |
|
24,053 |
|
2,709 |
|
1,586 |
|
26,715 |
|
1,931 |
|
2015 |
|
1992 |
|
1801 McIntyre Street |
Renton, WA |
|
|
21,150 |
|
3,080 |
|
51,824 |
|
606 |
|
3,103 |
|
52,407 |
|
9,093 |
|
2011 |
|
2007 |
|
104 Burnett Avenue South |
Ridgefield, CT |
|
|
- |
|
3,100 |
|
80,614 |
|
1,892 |
|
3,150 |
|
82,456 |
|
8,965 |
|
2015 |
|
1998 |
|
640 Danbury Road |
Riviere-du-Loup, QC |
|
|
3,258 |
|
592 |
|
7,601 |
|
- |
|
592 |
|
7,601 |
|
550 |
|
2015 |
|
1956 |
|
35 des Cedres |
Riviere-du-Loup, QC |
|
|
9,331 |
|
1,454 |
|
16,848 |
|
2,636 |
|
1,585 |
|
19,353 |
|
1,394 |
|
2015 |
|
1993 |
|
230-235 rue Des Chenes |
Rocky Hill, CT |
|
|
10,063 |
|
810 |
|
16,351 |
|
682 |
|
909 |
|
16,934 |
|
3,612 |
|
2011 |
|
2000 |
|
1160 Elm Street |
Romeoville, IL |
|
|
- |
|
854 |
|
12,646 |
|
59,857 |
|
6,168 |
|
67,189 |
|
12,459 |
|
2006 |
|
2010 |
|
605 S Edward Dr. |
Roseville, MN |
|
|
- |
|
1,540 |
|
35,877 |
|
720 |
|
1,585 |
|
36,553 |
|
5,273 |
|
2013 |
|
2002 |
|
2555 Snelling Avenue, North |
Roseville, CA |
|
|
- |
|
3,300 |
|
41,652 |
|
2,785 |
|
3,300 |
|
44,437 |
|
953 |
|
2016 |
|
2000 |
|
5161 Foothills Boulevard |
Roswell, GA |
|
|
- |
|
2,080 |
|
6,486 |
|
1,425 |
|
2,385 |
|
7,606 |
|
1,601 |
|
2012 |
|
1997 |
|
75 Magnolia Street |
Sacramento, CA |
|
|
- |
|
1,300 |
|
23,394 |
|
961 |
|
1,334 |
|
24,321 |
|
3,601 |
|
2013 |
|
2004 |
|
345 Munroe Street |
Saint-Lambert, QC |
|
|
23,342 |
|
10,259 |
|
61,903 |
|
- |
|
10,259 |
|
61,903 |
|
5,074 |
|
2015 |
|
1989 |
|
1705 Avenue Victoria |
Salem, NH |
|
|
20,184 |
|
980 |
|
32,721 |
|
2,031 |
|
1,051 |
|
34,680 |
|
6,651 |
|
2011 |
|
2000 |
|
242 Main Street |
Salinas, CA |
|
|
- |
|
5,110 |
|
41,424 |
|
3,996 |
|
5,110 |
|
45,420 |
|
1,088 |
|
2016 |
|
1990 |
|
1320 Padre Drive |
Salisbury, UKK |
|
|
- |
|
2,720 |
|
15,269 |
|
- |
|
2,720 |
|
15,269 |
|
1,046 |
|
2014 |
|
2013 |
|
Shapland Close |
Salt Lake City, UT |
|
|
- |
|
1,360 |
|
19,691 |
|
1,766 |
|
1,360 |
|
21,457 |
|
5,925 |
|
2011 |
|
1986 |
|
1430 E. 4500 S. |
San Diego, CA |
|
|
- |
|
4,200 |
|
30,707 |
|
315 |
|
4,228 |
|
30,995 |
|
4,114 |
|
2011 |
|
2011 |
|
2567 Second Avenue |
San Diego, CA |
|
|
- |
|
5,810 |
|
63,078 |
|
1,790 |
|
5,810 |
|
64,868 |
|
13,456 |
|
2012 |
|
2001 |
|
13075 Evening Creek Drive S |
San Diego, CA |
|
|
- |
|
3,000 |
|
27,164 |
|
510 |
|
3,000 |
|
27,674 |
|
3,941 |
|
2013 |
|
2003 |
|
810 Turquoise Street |
San Francisco, CA |
|
|
- |
|
5,920 |
|
91,639 |
|
8,480 |
|
5,920 |
|
100,120 |
|
1,674 |
|
2016 |
|
1998 |
|
1550 Sutter Street |
San Francisco, CA |
|
|
- |
|
11,800 |
|
77,214 |
|
6,911 |
|
11,800 |
|
84,125 |
|
1,623 |
|
2016 |
|
1923 |
|
1601 19th Avenue |
San Gabriel, CA |
|
|
- |
|
3,120 |
|
15,566 |
|
548 |
|
3,130 |
|
16,103 |
|
2,783 |
|
2013 |
|
2005 |
|
8332 Huntington Drive |
San Jose, CA |
|
|
- |
|
2,850 |
|
35,098 |
|
453 |
|
2,856 |
|
35,545 |
|
6,132 |
|
2011 |
|
2009 |
|
1420 Curvi Drive |
San Jose, CA |
|
|
- |
|
3,280 |
|
46,823 |
|
1,833 |
|
3,280 |
|
48,656 |
|
8,350 |
|
2012 |
|
2002 |
|
500 S Winchester Boulevard |
San Jose, CA |
|
|
- |
|
11,900 |
|
27,647 |
|
2,606 |
|
11,900 |
|
30,253 |
|
860 |
|
2016 |
|
2002 |
|
4855 San Felipe Road |
San Juan Capistrano, CA |
|
|
- |
|
1,390 |
|
6,942 |
|
1,304 |
|
1,390 |
|
8,246 |
|
3,324 |
|
2000 |
|
2001 |
|
30311 Camino Capistrano |
San Rafael, CA |
|
|
- |
|
1,620 |
|
27,392 |
|
1,308 |
|
1,620 |
|
28,700 |
|
1,610 |
|
2016 |
|
2001 |
|
111 Merrydale Road |
San Ramon, CA |
|
|
- |
|
8,700 |
|
72,223 |
|
6,220 |
|
8,700 |
|
78,443 |
|
1,388 |
|
2016 |
|
1992 |
|
9199 Fircrest Lane |
Sandy Springs, GA |
|
|
- |
|
2,214 |
|
8,360 |
|
552 |
|
2,220 |
|
8,905 |
|
2,093 |
|
2012 |
|
1997 |
|
5455 Glenridge Drive NE |
Santa Maria, CA |
|
|
- |
|
6,050 |
|
50,658 |
|
2,450 |
|
6,089 |
|
53,069 |
|
11,991 |
|
2011 |
|
2001 |
|
1220 Suey Road |
Santa Monica, CA |
|
|
19,551 |
|
5,250 |
|
28,340 |
|
767 |
|
5,263 |
|
29,094 |
|
4,526 |
|
2013 |
|
2004 |
|
1312 15th Street |
Santa Rosa, CA |
|
|
- |
|
2,250 |
|
26,273 |
|
1,634 |
|
2,250 |
|
27,907 |
|
738 |
|
2016 |
|
2001 |
|
4225 Wayvern Drive |
Saskatoon, SK |
|
|
4,280 |
|
981 |
|
13,905 |
|
639 |
|
1,011 |
|
14,514 |
|
2,185 |
|
2013 |
|
1999 |
|
220 24th Street East |
Saskatoon, SK |
|
|
10,080 |
|
1,382 |
|
17,609 |
|
714 |
|
1,425 |
|
18,280 |
|
2,719 |
|
2013 |
|
2004 |
|
1622 Acadia Drive |
Schaumburg, IL |
|
|
- |
|
2,460 |
|
22,863 |
|
980 |
|
2,479 |
|
23,824 |
|
4,509 |
|
2013 |
|
2001 |
|
790 North Plum Grove Road |
Scottsdale, AZ |
|
|
- |
|
2,500 |
|
3,890 |
|
1,507 |
|
2,500 |
|
5,397 |
|
1,354 |
|
2008 |
|
1998 |
|
9410 East Thunderbird Road |
Seal Beach, CA |
|
|
- |
|
6,204 |
|
72,954 |
|
1,232 |
|
6,229 |
|
74,161 |
|
15,443 |
|
2013 |
|
2004 |
|
3850 Lampson Avenue |
Seattle, WA |
|
|
48,540 |
|
6,790 |
|
85,369 |
|
2,103 |
|
6,825 |
|
87,437 |
|
15,599 |
|
2011 |
|
2009 |
|
5300 24th Avenue NE |
Seattle, WA |
|
|
10,539 |
|
1,150 |
|
19,887 |
|
1,002 |
|
1,150 |
|
20,889 |
|
1,499 |
|
2015 |
|
1995 |
|
11039 17th Avenue |
Sevenoaks, UKJ |
|
|
- |
|
6,181 |
|
40,240 |
|
- |
|
6,181 |
|
40,240 |
|
7,403 |
|
2012 |
|
2009 |
|
64 - 70 Westerham Road |
Severna Park, MD |
|
|
- |
|
- |
|
67,623 |
|
4,391 |
|
- |
|
72,015 |
|
2,437 |
|
2016 |
|
1997 |
|
43 W McKinsey Road |
Shelburne, VT |
|
|
19,178 |
|
720 |
|
31,041 |
|
1,833 |
|
772 |
|
32,821 |
|
6,165 |
|
2011 |
|
1988 |
|
687 Harbor Road |
Shelby Township, MI |
|
|
16,207 |
|
1,040 |
|
26,344 |
|
486 |
|
1,093 |
|
26,777 |
|
3,961 |
|
2013 |
|
2006 |
|
46471 Hayes Road |
Shrewsbury, MA |
|
|
- |
|
950 |
|
26,824 |
|
924 |
|
950 |
|
27,747 |
|
2,398 |
|
2015 |
|
1997 |
|
3111 Main Street |
Sidcup, UKI |
|
|
- |
|
7,446 |
|
56,570 |
|
- |
|
7,446 |
|
56,570 |
|
11,400 |
|
2012 |
|
2000 |
|
Frognal Avenue |
Simi Valley, CA |
|
|
- |
|
3,200 |
|
16,664 |
|
580 |
|
3,217 |
|
17,227 |
|
3,877 |
|
2013 |
|
2009 |
|
190 Tierra Rejada Road |
Simi Valley, CA |
|
|
- |
|
5,510 |
|
51,406 |
|
4,123 |
|
5,510 |
|
55,529 |
|
1,175 |
|
2016 |
|
2003 |
|
5300 E Los Angeles Avenue |
Solihull, UKG |
|
|
- |
|
5,070 |
|
43,297 |
|
- |
|
5,070 |
|
43,297 |
|
7,435 |
|
2012 |
|
2009 |
|
1270 Warwick Road |
Solihull, UKG |
|
|
- |
|
3,571 |
|
26,053 |
|
- |
|
3,571 |
|
26,053 |
|
4,584 |
|
2013 |
|
2007 |
|
1 Worcester Way |
Solihull, UKG |
|
|
- |
|
- |
|
- |
|
12,436 |
|
1,851 |
|
10,585 |
|
162 |
|
2015 |
|
2016 |
|
Warwick Road |
Sonning, UKJ |
|
|
- |
|
5,644 |
|
42,155 |
|
- |
|
5,644 |
|
42,155 |
|
6,711 |
|
2013 |
|
2009 |
|
Old Bath Rd. |
Sonoma, CA |
|
|
- |
|
2,820 |
|
21,890 |
|
1,352 |
|
2,820 |
|
23,241 |
|
651 |
|
2016 |
|
2005 |
|
91 Napa Road |
South Windsor, CT |
|
|
- |
|
3,000 |
|
29,295 |
|
2,630 |
|
3,099 |
|
31,826 |
|
7,537 |
|
2011 |
|
1999 |
|
432 Buckland Road |
Spokane, WA |
|
|
- |
|
3,200 |
|
25,064 |
|
558 |
|
3,271 |
|
25,551 |
|
6,047 |
|
2013 |
|
2001 |
|
3117 E. Chaser Lane |
Spokane, WA |
|
|
- |
|
2,580 |
|
25,342 |
|
306 |
|
2,639 |
|
25,589 |
|
4,897 |
|
2013 |
|
1999 |
|
1110 E. Westview Ct. |
St. Albert, AB |
|
|
8,616 |
|
1,145 |
|
17,863 |
|
851 |
|
1,180 |
|
18,679 |
|
4,394 |
|
2014 |
|
2005 |
|
78C McKenney Avenue |
St. John's, NL |
|
|
6,063 |
|
706 |
|
11,765 |
|
- |
|
706 |
|
11,765 |
|
842 |
|
2015 |
|
2005 |
|
64 Portugal Cove Road |
Stittsville, ON |
|
|
4,732 |
|
1,175 |
|
17,397 |
|
748 |
|
1,211 |
|
18,109 |
|
2,752 |
|
2013 |
|
1996 |
|
1340 - 1354 Main Street |
Stockport, UKD |
|
|
- |
|
4,369 |
|
25,018 |
|
- |
|
4,369 |
|
25,018 |
|
4,828 |
|
2013 |
|
2008 |
|
1 Dairyground Road |
Studio City, CA |
|
|
- |
|
4,006 |
|
25,307 |
|
807 |
|
4,040 |
|
26,080 |
|
4,965 |
|
2013 |
|
2004 |
|
4610 Coldwater Canyon Avenue |
Sugar Land, TX |
|
|
- |
|
960 |
|
31,423 |
|
1,535 |
|
960 |
|
32,958 |
|
7,509 |
|
2011 |
|
1996 |
|
1221 Seventh St |
Sun City, FL |
|
|
21,636 |
|
6,521 |
|
48,476 |
|
1,244 |
|
6,560 |
|
49,680 |
|
4,592 |
|
2015 |
|
1995 |
|
231 Courtyards |
Sun City, FL |
|
|
24,378 |
|
5,040 |
|
50,923 |
|
1,383 |
|
5,066 |
|
52,280 |
|
4,325 |
|
2015 |
|
1999 |
|
1311 Aston Gardens Court |
Sun City West, AZ |
|
|
12,026 |
|
1,250 |
|
21,778 |
|
1,030 |
|
1,271 |
|
22,787 |
|
3,630 |
|
2012 |
|
1998 |
|
13810 West Sandridge Drive |
Sunnyvale, CA |
|
|
- |
|
5,420 |
|
41,682 |
|
1,564 |
|
5,420 |
|
43,246 |
|
7,780 |
|
2012 |
|
2002 |
|
1039 East El Camino Real |
Surrey, BC |
|
|
7,047 |
|
3,605 |
|
18,818 |
|
795 |
|
3,716 |
|
19,503 |
|
4,767 |
|
2013 |
|
2000 |
|
16028 83rd Avenue |
Surrey, BC |
|
|
16,391 |
|
4,552 |
|
22,338 |
|
1,380 |
|
4,692 |
|
23,578 |
|
6,114 |
|
2013 |
|
1987 |
|
15501 16th Avenue |
Sutton, UKI |
|
|
- |
|
- |
|
- |
|
18,628 |
|
4,096 |
|
14,532 |
|
10 |
|
2015 |
|
2016 |
|
123 Westmead Road |
Suwanee, GA |
|
|
- |
|
1,560 |
|
11,538 |
|
742 |
|
1,560 |
|
12,280 |
|
2,486 |
|
2012 |
|
2000 |
|
4315 Johns Creek Parkway |
Sway, UKJ |
|
|
- |
|
4,145 |
|
15,508 |
|
- |
|
4,145 |
|
15,508 |
|
2,033 |
|
2014 |
|
2008 |
|
Sway Place |
Swift Current, SK |
|
|
2,248 |
|
492 |
|
10,119 |
|
381 |
|
507 |
|
10,485 |
|
1,815 |
|
2013 |
|
2001 |
|
301 Macoun Drive |
Tacoma, WA |
|
|
18,080 |
|
2,400 |
|
35,053 |
|
413 |
|
2,457 |
|
35,408 |
|
6,180 |
|
2011 |
|
2008 |
|
7290 Rosemount Circle |
Tacoma, WA |
|
|
- |
|
1,535 |
|
6,068 |
|
39 |
|
1,535 |
|
6,107 |
|
777 |
|
2015 |
|
2012 |
|
7290 Rosemount Circle |
Tacoma, WA |
|
|
- |
|
4,170 |
|
73,377 |
|
7,687 |
|
4,170 |
|
81,064 |
|
475 |
|
2016 |
|
1987 |
|
8201 6th Avenue |
Tampa, FL |
|
|
69,330 |
|
4,910 |
|
114,148 |
|
1,699 |
|
4,950 |
|
115,807 |
|
8,042 |
|
2015 |
|
2001 |
|
12951 W Linebaugh Avenue |
Tewksbury, MA |
|
|
- |
|
2,350 |
|
24,118 |
|
1,779 |
|
2,350 |
|
25,897 |
|
- |
|
2016 |
|
2006 |
|
2000 Emerald Court |
The Woodlands, TX |
|
|
- |
|
480 |
|
12,379 |
|
787 |
|
480 |
|
13,166 |
|
2,657 |
|
2011 |
|
1999 |
|
7950 Bay Branch Dr |
Toledo, OH |
|
|
- |
|
2,040 |
|
47,129 |
|
3,125 |
|
2,144 |
|
50,150 |
|
12,012 |
|
2010 |
|
1985 |
|
3501 Executive Parkway |
Toronto, ON |
|
|
17,354 |
|
2,927 |
|
20,713 |
|
1,203 |
|
3,017 |
|
21,826 |
|
1,861 |
|
2015 |
|
1900 |
|
54 Foxbar Road |
Toronto, ON |
|
|
9,601 |
|
5,082 |
|
25,493 |
|
1,298 |
|
5,243 |
|
26,629 |
|
3,841 |
|
2015 |
|
1988 |
|
645 Castlefield Avenue |
Toronto, ON |
|
|
13,336 |
|
2,040 |
|
19,822 |
|
- |
|
2,040 |
|
19,822 |
|
2,030 |
|
2015 |
|
1999 |
|
4251 Dundas Street West |
Toronto, ON |
|
|
22,989 |
|
5,132 |
|
41,657 |
|
3,422 |
|
5,290 |
|
44,921 |
|
5,740 |
|
2015 |
|
1964 |
|
10 William Morgan Drive |
Toronto, ON |
|
|
4,335 |
|
2,480 |
|
7,571 |
|
508 |
|
2,556 |
|
8,003 |
|
1,305 |
|
2015 |
|
1971 |
|
123 Spadina Road |
Toronto, ON |
|
|
1,445 |
|
1,079 |
|
5,364 |
|
257 |
|
1,112 |
|
5,588 |
|
917 |
|
2013 |
|
1982 |
|
25 Centennial Park Road |
Toronto, ON |
|
|
8,351 |
|
2,513 |
|
19,695 |
|
897 |
|
2,602 |
|
20,504 |
|
2,694 |
|
2013 |
|
2002 |
|
305 Balliol Street |
Toronto, ON |
|
|
18,699 |
|
3,400 |
|
32,757 |
|
1,483 |
|
3,509 |
|
34,131 |
|
6,106 |
|
2013 |
|
1973 |
|
1055 and 1057 Don Mills Road |
Toronto, ON |
|
|
1,027 |
|
1,361 |
|
2,915 |
|
233 |
|
1,405 |
|
3,104 |
|
952 |
|
2013 |
|
1985 |
|
3705 Bathurst Street |
Toronto, ON |
|
|
1,700 |
|
1,447 |
|
3,918 |
|
264 |
|
1,491 |
|
4,137 |
|
896 |
|
2013 |
|
1987 |
|
1340 York Mills Road |
Toronto, ON |
|
|
32,956 |
|
5,304 |
|
53,488 |
|
2,399 |
|
5,467 |
|
55,725 |
|
13,210 |
|
2013 |
|
1988 |
|
8 The Donway East |
Trumbull, CT |
|
|
23,795 |
|
2,850 |
|
37,685 |
|
1,395 |
|
2,927 |
|
39,004 |
|
9,228 |
|
2011 |
|
1998 |
|
2750 Reservoir Avenue |
Tucson, AZ |
|
|
4,528 |
|
830 |
|
6,179 |
|
3,645 |
|
905 |
|
9,749 |
|
1,453 |
|
2012 |
|
1997 |
|
5660 N. Kolb Road |
Tulsa, OK |
|
|
- |
|
1,330 |
|
21,285 |
|
3,318 |
|
1,350 |
|
24,583 |
|
5,283 |
|
2010 |
|
1986 |
|
8887 South Lewis Ave |
Tulsa, OK |
|
|
- |
|
1,500 |
|
20,861 |
|
2,912 |
|
1,551 |
|
23,722 |
|
5,481 |
|
2010 |
|
1984 |
|
9524 East 71st St |
Tustin, CA |
|
|
- |
|
840 |
|
15,299 |
|
577 |
|
840 |
|
15,876 |
|
2,957 |
|
2011 |
|
1965 |
|
240 East 3rd St |
Upland, CA |
|
|
- |
|
3,160 |
|
42,596 |
|
3 |
|
3,160 |
|
42,600 |
|
2,781 |
|
2015 |
|
2014 |
|
2419 North Euclid Avenue |
Upper St Claire, PA |
|
|
- |
|
1,102 |
|
13,455 |
|
614 |
|
1,102 |
|
14,069 |
|
2,828 |
|
2013 |
|
2005 |
|
500 Village Drive |
Vancouver, BC |
|
|
14,862 |
|
24,122 |
|
42,675 |
|
2,620 |
|
37,543 |
|
31,874 |
|
5,207 |
|
2015 |
|
1974 |
|
2803 West 41st Avenue |
Vankleek Hill, ON |
|
|
994 |
|
389 |
|
2,960 |
|
215 |
|
401 |
|
3,164 |
|
630 |
|
2013 |
|
1987 |
|
48 Wall Street |
Vaudreuil, QC |
|
|
8,348 |
|
1,852 |
|
14,214 |
|
- |
|
1,852 |
|
14,214 |
|
1,099 |
|
2015 |
|
1975 |
|
333 rue Querbes |
Venice, FL |
|
|
64,425 |
|
6,820 |
|
100,501 |
|
1,225 |
|
6,832 |
|
101,714 |
|
7,572 |
|
2015 |
|
2002 |
|
1000 Aston Gardens Drive |
Victoria, BC |
|
|
7,502 |
|
2,856 |
|
18,038 |
|
745 |
|
2,944 |
|
18,695 |
|
3,741 |
|
2013 |
|
1974 |
|
3000 Shelbourne Street |
Victoria, BC |
|
|
6,916 |
|
3,681 |
|
15,774 |
|
717 |
|
3,795 |
|
16,377 |
|
3,384 |
|
2013 |
|
1988 |
|
3051 Shelbourne Street |
Victoria, BC |
|
|
7,756 |
|
2,476 |
|
15,379 |
|
980 |
|
2,554 |
|
16,281 |
|
1,269 |
|
2015 |
|
1990 |
|
3965 Shelbourne Street |
Virginia Water, UKJ |
|
|
- |
|
7,106 |
|
29,937 |
|
314 |
|
5,419 |
|
31,938 |
|
5,473 |
|
2012 |
|
2002 |
|
Christ Church Road |
Walnut Creek, CA |
|
|
- |
|
3,700 |
|
12,467 |
|
1,397 |
|
3,794 |
|
13,770 |
|
3,120 |
|
2013 |
|
1998 |
|
2175 Ygnacio Valley Road |
Walnut Creek, CA |
|
|
- |
|
10,320 |
|
100,890 |
|
9,225 |
|
10,320 |
|
110,115 |
|
2,085 |
|
2016 |
|
1988 |
|
1580 Geary Road |
Waltham, MA |
|
|
- |
|
2,462 |
|
40,062 |
|
1,115 |
|
2,486 |
|
41,153 |
|
4,199 |
|
2015 |
|
2000 |
|
126 Smith Street |
Warwick, RI |
|
|
15,390 |
|
2,400 |
|
24,635 |
|
1,420 |
|
2,407 |
|
26,048 |
|
7,115 |
|
2011 |
|
1998 |
|
75 Minnesota Avenue |
Washington, DC |
|
|
31,489 |
|
4,000 |
|
69,154 |
|
909 |
|
4,002 |
|
70,061 |
|
10,870 |
|
2013 |
|
2004 |
|
5111 Connecticut Avenue NW |
Waterbury, CT |
|
|
23,854 |
|
2,460 |
|
39,547 |
|
2,511 |
|
2,495 |
|
42,023 |
|
12,656 |
|
2011 |
|
1998 |
|
180 Scott Road |
Wayland, MA |
|
|
- |
|
1,207 |
|
27,462 |
|
1,163 |
|
1,307 |
|
28,525 |
|
4,755 |
|
2013 |
|
1997 |
|
285 Commonwealth Road |
Welland, ON |
|
|
6,637 |
|
983 |
|
7,530 |
|
- |
|
983 |
|
7,530 |
|
702 |
|
2015 |
|
2006 |
|
110 First Street |
Wellesley, MA |
|
|
- |
|
4,690 |
|
77,462 |
|
111 |
|
4,690 |
|
77,573 |
|
7,260 |
|
2015 |
|
2012 |
|
23 & 27 Washington Street |
West Babylon, NY |
|
|
- |
|
3,960 |
|
47,085 |
|
912 |
|
3,960 |
|
47,997 |
|
6,886 |
|
2013 |
|
2003 |
|
580 Montauk Highway |
West Bloomfield, MI |
|
|
- |
|
1,040 |
|
12,300 |
|
564 |
|
1,060 |
|
12,844 |
|
2,159 |
|
2013 |
|
2000 |
|
7005 Pontiac Trail |
West Hills, CA |
|
|
- |
|
2,600 |
|
7,521 |
|
477 |
|
2,610 |
|
7,988 |
|
2,083 |
|
2013 |
|
2002 |
|
9012 Topanga Canyon Road |
West Vancouver, BC |
|
|
19,151 |
|
7,059 |
|
28,155 |
|
1,578 |
|
7,276 |
|
29,516 |
|
5,545 |
|
2013 |
|
1987 |
|
2095 Marine Drive |
Westbourne, UKK |
|
|
- |
|
5,441 |
|
41,420 |
|
- |
|
5,441 |
|
41,420 |
|
6,812 |
|
2013 |
|
2006 |
|
16-18 Poole Road |
Westford, MA |
|
|
- |
|
1,440 |
|
32,607 |
|
67 |
|
1,440 |
|
32,674 |
|
2,480 |
|
2015 |
|
2013 |
|
108 Littleton Road |
Weston, MA |
|
|
- |
|
1,160 |
|
6,200 |
|
812 |
|
1,160 |
|
7,012 |
|
1,004 |
|
2013 |
|
1998 |
|
135 North Avenue |
Weybridge, UKJ |
|
|
- |
|
7,899 |
|
48,240 |
|
- |
|
7,899 |
|
48,240 |
|
9,412 |
|
2013 |
|
2008 |
|
Ellesmere Road |
Weymouth, UKK |
|
|
- |
|
2,591 |
|
16,551 |
|
- |
|
2,591 |
|
16,551 |
|
1,099 |
|
2014 |
|
2013 |
|
Cross Road |
White Oak, MD |
|
|
- |
|
2,304 |
|
24,768 |
|
1,417 |
|
2,316 |
|
26,173 |
|
3,846 |
|
2013 |
|
2002 |
|
11621 New Hampshire Avenue |
Wilbraham, MA |
|
|
10,773 |
|
660 |
|
17,639 |
|
835 |
|
685 |
|
18,449 |
|
3,935 |
|
2011 |
|
2000 |
|
2387 Boston Road |
Wilmington, DE |
|
|
- |
|
1,040 |
|
23,338 |
|
691 |
|
1,129 |
|
23,940 |
|
3,910 |
|
2013 |
|
2004 |
|
2215 Shipley Street |
Winchester, UKJ |
|
|
- |
|
6,009 |
|
29,405 |
|
- |
|
6,009 |
|
29,405 |
|
5,367 |
|
2012 |
|
2010 |
|
Stockbridge Road |
Winnipeg, MB |
|
|
13,116 |
|
1,960 |
|
38,612 |
|
1,973 |
|
2,024 |
|
40,521 |
|
10,618 |
|
2013 |
|
1999 |
|
857 Wilkes Avenue |
Winnipeg, MB |
|
|
16,190 |
|
1,276 |
|
21,732 |
|
894 |
|
1,315 |
|
22,586 |
|
3,765 |
|
2013 |
|
1988 |
|
3161 Grant Avenue |
Winnipeg, MB |
|
|
13,111 |
|
1,317 |
|
15,609 |
|
1,631 |
|
1,357 |
|
17,200 |
|
2,245 |
|
2015 |
|
1999 |
|
125 Portsmouth Boulevard |
Wolverhampton, UKG |
|
|
- |
|
2,941 |
|
8,922 |
|
- |
|
2,941 |
|
8,922 |
|
2,316 |
|
2013 |
|
2008 |
|
73 Wergs Road |
Woodbridge, CT |
|
|
- |
|
1,370 |
|
14,219 |
|
1,180 |
|
1,426 |
|
15,343 |
|
4,691 |
|
2011 |
|
1998 |
|
21 Bradley Road |
Woodland Hills, CA |
|
|
- |
|
3,400 |
|
20,478 |
|
742 |
|
3,436 |
|
21,183 |
|
4,005 |
|
2013 |
|
2005 |
|
20461 Ventura Boulevard |
Worcester, MA |
|
|
13,496 |
|
1,140 |
|
21,664 |
|
993 |
|
1,156 |
|
22,640 |
|
4,797 |
|
2011 |
|
1999 |
|
340 May Street |
Yarmouth, ME |
|
|
16,811 |
|
450 |
|
27,711 |
|
1,185 |
|
470 |
|
28,876 |
|
5,706 |
|
2011 |
|
1999 |
|
27 Forest Falls Drive |
Yonkers, NY |
|
|
- |
|
3,962 |
|
50,107 |
|
1,341 |
|
3,967 |
|
51,443 |
|
7,956 |
|
2013 |
|
2005 |
|
65 Crisfield Street |
Yorkton, SK |
|
|
3,384 |
|
467 |
|
8,762 |
|
355 |
|
476 |
|
9,102 |
|
1,536 |
|
2013 |
|
2001 |
|
94 Russell Drive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seniors housing operating total |
|
$ |
2,400,836 |
$ |
1,085,554 |
$ |
11,775,094 |
$ |
807,677 |
$ |
1,151,566 |
$ |
12,516,758 |
$ |
1,791,579 |
|
|
|
|
|
|
116
Welltower Inc. |
|
|
|||||||||||||||||||
Schedule III |
|
|
|||||||||||||||||||
Real Estate and Accumulated Depreciation |
|
|
|||||||||||||||||||
December 31, 2016 |
|
|
|||||||||||||||||||
(Dollars in thousands) |
|
|
|||||||||||||||||||
|
|
|
|
|
Initial Cost to Company |
|
|
|
Gross Amount at Which Carried at Close of Period |
|
|
|
|
|
|
||||||
Description |
|
|
Encumbrances |
|
Land |
|
Building & Improvements |
|
Cost Capitalized Subsequent to Acquisition |
|
Land |
|
Building & Improvements |
|
Accumulated Depreciation (1) |
|
Year Acquired |
|
Year Built |
|
Address |
Outpatient medical: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Akron, OH |
|
$ |
- |
$ |
821 |
$ |
12,105 |
$ |
- |
$ |
821 |
$ |
12,105 |
$ |
2,050 |
|
2012 |
|
2010 |
|
701 White Pond Drive |
Allen, TX |
|
|
- |
|
726 |
|
14,196 |
|
412 |
|
726 |
|
14,607 |
|
3,626 |
|
2012 |
|
2006 |
|
1105 N Central Expressway |
Alpharetta, GA |
|
|
- |
|
476 |
|
14,757 |
|
31 |
|
476 |
|
14,789 |
|
3,798 |
|
2011 |
|
2003 |
|
11975 Morris Road |
Alpharetta, GA |
|
|
- |
|
1,862 |
|
- |
|
- |
|
1,862 |
|
- |
|
- |
|
2011 |
|
1900 |
|
940 North Point Parkway |
Alpharetta, GA |
|
|
- |
|
548 |
|
17,103 |
|
205 |
|
548 |
|
17,308 |
|
5,331 |
|
2011 |
|
2007 |
|
3300 Old Milton Parkway |
Alpharetta, GA |
|
|
- |
|
773 |
|
18,902 |
|
522 |
|
773 |
|
19,424 |
|
4,755 |
|
2011 |
|
1993 |
|
3400-A Old Milton Parkway |
Alpharetta, GA |
|
|
- |
|
1,769 |
|
36,152 |
|
594 |
|
1,769 |
|
36,745 |
|
10,190 |
|
2011 |
|
1999 |
|
3400-C Old Milton Parkway |
Arcadia, CA |
|
|
- |
|
5,408 |
|
23,219 |
|
3,343 |
|
5,618 |
|
26,352 |
|
8,913 |
|
2006 |
|
1984 |
|
301 W. Huntington Drive |
Arlington, TX |
|
|
- |
|
82 |
|
18,243 |
|
295 |
|
82 |
|
18,537 |
|
1,941 |
|
2012 |
|
2012 |
|
902 W. Randol Mill Road |
Atlanta, GA |
|
|
- |
|
4,931 |
|
18,720 |
|
6,650 |
|
5,301 |
|
25,000 |
|
9,325 |
|
2006 |
|
1991 |
|
755 Mt. Vernon Hwy. |
Atlanta, GA |
|
|
- |
|
1,947 |
|
24,248 |
|
1,687 |
|
1,947 |
|
25,934 |
|
5,558 |
|
2012 |
|
1984 |
|
975 Johnson Ferry Road |
Atlanta, GA |
|
|
25,347 |
|
- |
|
43,425 |
|
611 |
|
- |
|
44,036 |
|
10,358 |
|
2012 |
|
2006 |
|
5670 Peachtree-Dunwoody Road |
Bardstown, KY |
|
|
1,928 |
|
- |
|
- |
|
8,238 |
|
274 |
|
7,964 |
|
561 |
|
2010 |
|
2006 |
|
4359 New Shepherdsville Rd |
Bartlett, TN |
|
|
- |
|
187 |
|
15,015 |
|
1,889 |
|
187 |
|
16,904 |
|
5,734 |
|
2007 |
|
2004 |
|
2996 Kate Bond Rd. |
Bel Air, MD |
|
|
- |
|
- |
|
- |
|
24,708 |
|
- |
|
24,708 |
|
464 |
|
2014 |
|
2016 |
|
12 Medstar Boulevard |
Bellevue, NE |
|
|
- |
|
- |
|
16,680 |
|
- |
|
- |
|
16,680 |
|
4,032 |
|
2010 |
|
2010 |
|
2510 Bellevue Medical Center Drive |
Bettendorf, IA |
|
|
- |
|
- |
|
7,110 |
|
73 |
|
- |
|
7,183 |
|
389 |
|
2013 |
|
2014 |
|
2140 53rd Avenue |
Beverly Hills, CA |
|
|
- |
|
20,766 |
|
40,730 |
|
124 |
|
20,766 |
|
40,854 |
|
2,755 |
|
2015 |
|
1946 |
|
9675 Brighton Way |
Beverly Hills, CA |
|
|
- |
|
18,863 |
|
1,192 |
|
- |
|
18,863 |
|
1,192 |
|
332 |
|
2015 |
|
1955 |
|
415 North Bedford |
Beverly Hills, CA |
|
|
- |
|
19,863 |
|
31,690 |
|
156 |
|
19,863 |
|
31,846 |
|
2,334 |
|
2015 |
|
1946 |
|
416 North Bedford |
Beverly Hills, CA |
|
|
33,729 |
|
32,603 |
|
28,639 |
|
2 |
|
32,603 |
|
28,642 |
|
2,918 |
|
2015 |
|
1950 |
|
435 North Bedford |
Beverly Hills, CA |
|
|
78,271 |
|
52,772 |
|
87,192 |
|
- |
|
52,772 |
|
87,192 |
|
5,720 |
|
2015 |
|
1989 |
|
436 North Bedford |
Birmingham, AL |
|
|
- |
|
52 |
|
10,201 |
|
503 |
|
52 |
|
10,704 |
|
3,496 |
|
2006 |
|
1971 |
|
801 Princeton Avenue SW |
Birmingham, AL |
|
|
- |
|
124 |
|
11,733 |
|
1,235 |
|
124 |
|
12,967 |
|
4,127 |
|
2006 |
|
1985 |
|
817 Princeton Avenue SW |
Birmingham, AL |
|
|
- |
|
476 |
|
18,726 |
|
1,881 |
|
476 |
|
20,607 |
|
6,776 |
|
2006 |
|
1989 |
|
833 Princeton Avenue SW |
Boardman, OH |
|
|
- |
|
80 |
|
12,161 |
|
10 |
|
80 |
|
12,170 |
|
3,768 |
|
2010 |
|
2007 |
|
8423 Market St |
Boca Raton, FL |
|
|
- |
|
31 |
|
12,312 |
|
88 |
|
50 |
|
12,381 |
|
2,548 |
|
2012 |
|
1993 |
|
9960 S. Central Park Boulevard |
Boca Raton, FL |
|
|
- |
|
109 |
|
34,002 |
|
2,588 |
|
214 |
|
36,485 |
|
12,111 |
|
2006 |
|
1995 |
|
9970 S. Central Park Blvd. |
Boerne, TX |
|
|
- |
|
50 |
|
13,120 |
|
- |
|
50 |
|
13,120 |
|
3,067 |
|
2011 |
|
2007 |
|
134 Menger Springs Road |
Boynton Beach, FL |
|
|
- |
|
2,048 |
|
7,692 |
|
588 |
|
2,048 |
|
8,280 |
|
3,253 |
|
2006 |
|
1995 |
|
8188 Jog Rd. |
Boynton Beach, FL |
|
|
- |
|
2,048 |
|
7,403 |
|
1,261 |
|
2,048 |
|
8,664 |
|
3,324 |
|
2006 |
|
1997 |
|
8200 Jog Road |
Boynton Beach, FL |
|
|
- |
|
214 |
|
5,611 |
|
8,279 |
|
270 |
|
13,834 |
|
4,708 |
|
2007 |
|
1996 |
|
10075 Jog Rd. |
Boynton Beach, FL |
|
|
25,399 |
|
13,324 |
|
40,369 |
|
2,175 |
|
13,963 |
|
41,905 |
|
7,314 |
|
2013 |
|
1995 |
|
10301 Hagen Ranch Road |
Bradenton, FL |
|
|
- |
|
1,184 |
|
9,799 |
|
30 |
|
1,184 |
|
9,829 |
|
1,037 |
|
2014 |
|
1975 |
|
315 75th Street West |
Bradenton, FL |
|
|
- |
|
1,035 |
|
4,298 |
|
- |
|
1,035 |
|
4,298 |
|
498 |
|
2014 |
|
2006 |
|
7005 Cortez Road West |
Bridgeton, MO |
|
|
- |
|
450 |
|
21,084 |
|
- |
|
450 |
|
21,084 |
|
5,382 |
|
2010 |
|
2006 |
|
12266 DePaul Dr |
Buckhurst Hill, UKH |
|
|
- |
|
11,597 |
|
49,243 |
|
- |
|
11,597 |
|
49,243 |
|
2,263 |
|
2015 |
|
2013 |
|
High Road |
Burleson, TX |
|
|
- |
|
10 |
|
12,611 |
|
401 |
|
10 |
|
13,012 |
|
3,068 |
|
2011 |
|
2007 |
|
12001 South Freeway |
Burnsville, MN |
|
|
- |
|
- |
|
31,596 |
|
391 |
|
- |
|
31,987 |
|
4,373 |
|
2013 |
|
2014 |
|
14101 Fairview Dr |
Carmel, IN |
|
|
- |
|
2,280 |
|
19,238 |
|
425 |
|
2,280 |
|
19,663 |
|
6,292 |
|
2011 |
|
2005 |
|
12188-A North Meridian Street |
Carmel, IN |
|
|
- |
|
2,026 |
|
21,559 |
|
26 |
|
2,026 |
|
21,586 |
|
7,140 |
|
2011 |
|
2007 |
|
12188-B North Meridian Street |
Castle Rock, CO |
|
|
- |
|
80 |
|
13,004 |
|
571 |
|
79 |
|
13,576 |
|
1,679 |
|
2014 |
|
2013 |
|
2352 Meadows Boulevard |
Cedar Grove, WI |
|
|
- |
|
113 |
|
618 |
|
- |
|
113 |
|
618 |
|
154 |
|
2010 |
|
1986 |
|
313 S. Main St. |
Charleston, SC |
|
|
- |
|
2,773 |
|
25,928 |
|
53 |
|
2,815 |
|
25,939 |
|
2,900 |
|
2014 |
|
2009 |
|
325 Folly Road |
Cincinnati, OH |
|
|
- |
|
- |
|
17,880 |
|
135 |
|
- |
|
18,015 |
|
2,151 |
|
2012 |
|
2013 |
|
3301 Mercy West Boulevard |
Claremore, OK |
|
|
- |
|
132 |
|
12,829 |
|
811 |
|
132 |
|
13,640 |
|
4,900 |
|
2007 |
|
2005 |
|
1501 N. Florence Ave. |
Clarkson Valley, MO |
|
|
- |
|
- |
|
35,592 |
|
- |
|
- |
|
35,592 |
|
9,599 |
|
2009 |
|
2010 |
|
15945 Clayton Rd |
Clear Lake, TX |
|
|
- |
|
- |
|
13,882 |
|
- |
|
- |
|
13,882 |
|
810 |
|
2013 |
|
2014 |
|
1010 South Ponds Drive |
Columbia, MD |
|
|
- |
|
2,333 |
|
19,232 |
|
12 |
|
2,333 |
|
19,243 |
|
3,412 |
|
2012 |
|
2002 |
|
10700 Charter Drive |
Columbia, MD |
|
|
- |
|
23 |
|
33,885 |
|
- |
|
23 |
|
33,885 |
|
1,039 |
|
2015 |
|
1982 |
|
5450 & 5500 Knoll N Drive |
Coon Rapids, MN |
|
|
- |
|
- |
|
26,679 |
|
1,106 |
|
- |
|
27,785 |
|
3,124 |
|
2013 |
|
2014 |
|
11850 Blackfoot Street NW |
Cypress, TX |
|
|
- |
|
1,287 |
|
- |
|
- |
|
1,287 |
|
- |
|
- |
|
2016 |
|
1900 |
|
14940 Mueschke Road |
Cypress, TX |
|
|
- |
|
2,985 |
|
- |
|
- |
|
2,985 |
|
- |
|
- |
|
2016 |
|
1900 |
|
13105 Wortham Center Drive |
Dade City, FL |
|
|
- |
|
1,211 |
|
5,511 |
|
- |
|
1,211 |
|
5,511 |
|
1,078 |
|
2011 |
|
1998 |
|
13413 US Hwy 301 |
Dallas, TX |
|
|
- |
|
- |
|
- |
|
15,541 |
|
122 |
|
15,419 |
|
421 |
|
2013 |
|
2014 |
|
8196 Walnut Hill Lane |
Dallas, TX |
|
|
- |
|
137 |
|
28,690 |
|
3,395 |
|
137 |
|
32,085 |
|
11,242 |
|
2006 |
|
1995 |
|
9330 Poppy Dr. |
Dallas, TX |
|
|
- |
|
462 |
|
52,488 |
|
36 |
|
462 |
|
52,524 |
|
8,297 |
|
2012 |
|
2004 |
|
7115 Greenville Avenue |
Dayton, OH |
|
|
- |
|
730 |
|
6,919 |
|
85 |
|
730 |
|
7,005 |
|
2,165 |
|
2011 |
|
1988 |
|
1530 Needmore Road |
Deerfield Beach, FL |
|
|
- |
|
2,408 |
|
7,809 |
|
137 |
|
2,540 |
|
7,814 |
|
2,872 |
|
2011 |
|
2001 |
|
1192 East Newport Center Drive |
Delray Beach, FL |
|
|
- |
|
1,882 |
|
34,767 |
|
6,015 |
|
2,152 |
|
40,512 |
|
15,966 |
|
2006 |
|
1985 |
|
5130-5150 Linton Blvd. |
Durham, NC |
|
|
- |
|
1,212 |
|
22,858 |
|
1 |
|
1,212 |
|
22,859 |
|
2,375 |
|
2013 |
|
2012 |
|
1823 Hillandale Road |
Edina, MN |
|
|
- |
|
310 |
|
15,132 |
|
263 |
|
310 |
|
15,395 |
|
3,791 |
|
2010 |
|
2003 |
|
8100 W 78th St |
El Paso, TX |
|
|
- |
|
677 |
|
17,075 |
|
2,132 |
|
677 |
|
19,208 |
|
7,613 |
|
2006 |
|
1997 |
|
2400 Trawood Dr. |
Everett, WA |
|
|
- |
|
4,842 |
|
26,010 |
|
- |
|
4,842 |
|
26,010 |
|
5,637 |
|
2010 |
|
2011 |
|
13020 Meridian Ave. S. |
Fenton, MO |
|
|
11,258 |
|
958 |
|
27,485 |
|
329 |
|
958 |
|
27,814 |
|
4,826 |
|
2013 |
|
2009 |
|
1011 Bowles Avenue |
Fenton, MO |
|
|
5,345 |
|
369 |
|
13,911 |
|
49 |
|
369 |
|
13,961 |
|
1,666 |
|
2013 |
|
2009 |
|
1055 Bowles Avenue |
Flower Mound, TX |
|
|
- |
|
737 |
|
9,654 |
|
71 |
|
737 |
|
9,724 |
|
807 |
|
2015 |
|
2014 |
|
2560 Central Park Avenue |
Flower Mound, TX |
|
|
- |
|
4,164 |
|
27,529 |
|
80 |
|
4,164 |
|
27,609 |
|
2,525 |
|
2014 |
|
2012 |
|
4370 Medical Arts Drive |
Flower Mound, TX |
|
|
- |
|
4,620 |
|
- |
|
- |
|
4,620 |
|
- |
|
- |
|
2014 |
|
1900 |
|
Medical Arts Drive |
Fort Wayne, IN |
|
|
- |
|
1,105 |
|
22,836 |
|
- |
|
1,105 |
|
22,836 |
|
3,707 |
|
2012 |
|
2004 |
|
7916 Jefferson Boulevard |
Fort Worth, TX |
|
|
- |
|
462 |
|
26,020 |
|
218 |
|
462 |
|
26,238 |
|
2,785 |
|
2012 |
|
2012 |
|
10840 Texas Health Trail |
Fort Worth, TX |
|
|
- |
|
401 |
|
6,099 |
|
- |
|
401 |
|
6,099 |
|
639 |
|
2014 |
|
2007 |
|
7200 Oakmont Boulevard |
Franklin, TN |
|
|
- |
|
2,338 |
|
12,138 |
|
2,449 |
|
2,338 |
|
14,587 |
|
4,973 |
|
2007 |
|
1988 |
|
100 Covey Drive |
Franklin, WI |
|
|
4,445 |
|
6,872 |
|
7,550 |
|
- |
|
6,872 |
|
7,550 |
|
1,976 |
|
2010 |
|
1984 |
|
9200 W. Loomis Rd. |
Frisco, TX |
|
|
- |
|
- |
|
18,635 |
|
1,443 |
|
- |
|
20,078 |
|
6,460 |
|
2007 |
|
2004 |
|
4401 Coit Road |
Frisco, TX |
|
|
- |
|
- |
|
15,309 |
|
2,314 |
|
- |
|
17,623 |
|
6,401 |
|
2007 |
|
2004 |
|
4461 Coit Road |
Gallatin, TN |
|
|
- |
|
20 |
|
21,801 |
|
533 |
|
20 |
|
22,334 |
|
6,053 |
|
2010 |
|
1997 |
|
300 Steam Plant Rd |
Gig Harbor, WA |
|
|
- |
|
- |
|
- |
|
30,890 |
|
80 |
|
30,810 |
|
1,481 |
|
2010 |
|
2009 |
|
11511 Canterwood Blvd NW |
Glendale, CA |
|
|
- |
|
37 |
|
18,398 |
|
1,207 |
|
37 |
|
19,605 |
|
5,747 |
|
2007 |
|
2002 |
|
222 W. Eulalia St. |
Grand Prairie, TX |
|
|
- |
|
981 |
|
6,086 |
|
- |
|
981 |
|
6,086 |
|
1,490 |
|
2012 |
|
2009 |
|
2740 N State Hwy 360 |
Grapevine, TX |
|
|
- |
|
- |
|
5,943 |
|
4,778 |
|
2,081 |
|
8,640 |
|
802 |
|
2014 |
|
2002 |
|
2040 W State Hwy 114 |
Grapevine, TX |
|
|
- |
|
3,365 |
|
15,669 |
|
- |
|
3,365 |
|
15,669 |
|
2,170 |
|
2014 |
|
2002 |
|
2020 W State Hwy 114 |
Green Bay, WI |
|
|
6,053 |
|
- |
|
14,891 |
|
- |
|
- |
|
14,891 |
|
3,442 |
|
2010 |
|
2002 |
|
2253 W. Mason St. |
Green Bay, WI |
|
|
- |
|
- |
|
20,098 |
|
- |
|
- |
|
20,098 |
|
4,557 |
|
2010 |
|
2002 |
|
2845 Greenbrier Road |
Green Bay, WI |
|
|
- |
|
- |
|
11,696 |
|
- |
|
- |
|
11,696 |
|
3,683 |
|
2010 |
|
2002 |
|
2845 Greenbrier Road |
Greeneville, TN |
|
|
- |
|
970 |
|
10,104 |
|
73 |
|
970 |
|
10,178 |
|
2,894 |
|
2010 |
|
2005 |
|
438 East Vann Rd |
Greenwood, IN |
|
|
- |
|
8,316 |
|
26,384 |
|
- |
|
8,316 |
|
26,384 |
|
4,763 |
|
2012 |
|
2010 |
|
1260 Innovation Parkway |
Greenwood, IN |
|
|
- |
|
1,262 |
|
7,045 |
|
645 |
|
1,262 |
|
7,691 |
|
863 |
|
2014 |
|
2010 |
|
333 E County Line Road |
Grenwood, IN |
|
|
- |
|
2,098 |
|
21,538 |
|
1 |
|
2,098 |
|
21,538 |
|
1,761 |
|
2014 |
|
2013 |
|
3000 S State Road 135 |
Harker Heights, TX |
|
|
- |
|
1,907 |
|
3,575 |
|
- |
|
1,907 |
|
3,575 |
|
387 |
|
2011 |
|
2012 |
|
E Central Texas Expressway |
High Point, NC |
|
|
- |
|
2,659 |
|
29,069 |
|
163 |
|
2,659 |
|
29,232 |
|
4,463 |
|
2012 |
|
2010 |
|
4515 Premier Drive |
Highland, IL |
|
|
- |
|
- |
|
8,834 |
|
- |
|
- |
|
8,834 |
|
999 |
|
2012 |
|
2013 |
|
12860 Troxler Avenue |
Houston, TX |
|
|
- |
|
- |
|
- |
|
10,403 |
|
10,403 |
|
- |
|
3 |
|
2011 |
|
1900 |
|
15655 Cypress Woods Medical Drive |
Houston, TX |
|
|
- |
|
5,837 |
|
33,128 |
|
9 |
|
5,837 |
|
33,137 |
|
8,093 |
|
2012 |
|
2005 |
|
15655 Cypress Woods Medical Drive |
Houston, TX |
|
|
- |
|
3,102 |
|
32,323 |
|
910 |
|
3,242 |
|
33,094 |
|
3,999 |
|
2014 |
|
2014 |
|
1900 N Loop W Freeway |
Houston, TX |
|
|
- |
|
378 |
|
31,206 |
|
- |
|
378 |
|
31,206 |
|
6,893 |
|
2012 |
|
1981 |
|
18100 St John Drive |
Houston, TX |
|
|
- |
|
91 |
|
10,613 |
|
1,217 |
|
91 |
|
11,830 |
|
3,098 |
|
2012 |
|
1986 |
|
2060 Space Park Drive |
Houston, TX |
|
|
- |
|
3,688 |
|
13,313 |
|
91 |
|
3,688 |
|
13,405 |
|
2,374 |
|
2012 |
|
2007 |
|
10701 Vintage Preserve Parkway |
Houston, TX |
|
|
- |
|
- |
|
- |
|
80,886 |
|
12,815 |
|
68,072 |
|
9,242 |
|
2012 |
|
1998 |
|
2727 W Holcombe Boulevard |
Hudson, OH |
|
|
- |
|
2,587 |
|
13,720 |
|
396 |
|
2,587 |
|
14,116 |
|
3,403 |
|
2012 |
|
2006 |
|
5655 Hudson Drive |
Humble, TX |
|
|
- |
|
- |
|
9,941 |
|
- |
|
- |
|
9,941 |
|
539 |
|
2013 |
|
2014 |
|
8233 N. Sam Houston Parkway E. |
Jackson, MI |
|
|
- |
|
607 |
|
17,367 |
|
83 |
|
668 |
|
17,389 |
|
2,917 |
|
2013 |
|
2009 |
|
1201 E Michigan Avenue |
Jupiter, FL |
|
|
- |
|
2,252 |
|
11,415 |
|
2,903 |
|
2,608 |
|
13,962 |
|
4,344 |
|
2006 |
|
2001 |
|
550 Heritage Dr. |
Jupiter, FL |
|
|
- |
|
2,825 |
|
5,858 |
|
884 |
|
3,005 |
|
6,562 |
|
2,579 |
|
2007 |
|
2004 |
|
600 Heritage Dr. |
Kenosha, WI |
|
|
6,110 |
|
- |
|
18,058 |
|
- |
|
- |
|
18,058 |
|
4,086 |
|
2010 |
|
1993 |
|
10400 75th St. |
Killeen, TX |
|
|
- |
|
760 |
|
22,878 |
|
76 |
|
760 |
|
22,954 |
|
6,000 |
|
2010 |
|
2010 |
|
2405 Clear Creek Rd |
Kyle, TX |
|
|
- |
|
2,569 |
|
14,384 |
|
372 |
|
2,569 |
|
14,756 |
|
1,676 |
|
2014 |
|
2011 |
|
135 Bunton Road |
La Jolla, CA |
|
|
- |
|
12,855 |
|
32,229 |
|
- |
|
12,855 |
|
32,229 |
|
2,871 |
|
2015 |
|
1989 |
|
4150 Regents Park Row |
La Jolla, CA |
|
|
- |
|
9,425 |
|
26,571 |
|
- |
|
9,425 |
|
26,571 |
|
1,665 |
|
2015 |
|
1988 |
|
4120 & 4130 La Jolla Village Drive |
La Quinta, CA |
|
|
- |
|
3,266 |
|
22,066 |
|
180 |
|
3,279 |
|
22,234 |
|
2,727 |
|
2014 |
|
2006 |
|
47647 Caleo Bay Drive |
Lake St Louis, MO |
|
|
- |
|
240 |
|
14,249 |
|
106 |
|
240 |
|
14,355 |
|
3,919 |
|
2010 |
|
2008 |
|
400 Medical Dr |
Lakeway, TX |
|
|
- |
|
- |
|
- |
|
2,801 |
|
2,801 |
|
- |
|
- |
|
2007 |
|
1900 |
|
Lohmans Crossing Road |
Lakewood, CA |
|
|
- |
|
146 |
|
14,885 |
|
1,957 |
|
146 |
|
16,842 |
|
5,315 |
|
2006 |
|
1993 |
|
5750 Downey Ave. |
Lakewood, WA |
|
|
- |
|
72 |
|
16,017 |
|
658 |
|
72 |
|
16,675 |
|
2,561 |
|
2012 |
|
2005 |
|
11307 Bridgeport Way SW |
Las Vegas, NV |
|
|
- |
|
- |
|
- |
|
6,127 |
|
6,127 |
|
- |
|
- |
|
2007 |
|
1900 |
|
SW corner of Deer Springs Way and Riley Street |
Las Vegas, NV |
|
|
- |
|
2,319 |
|
4,612 |
|
1,021 |
|
2,319 |
|
5,632 |
|
2,254 |
|
2006 |
|
1991 |
|
2870 S. Maryland Pkwy. |
Las Vegas, NV |
|
|
- |
|
74 |
|
15,287 |
|
1,259 |
|
74 |
|
16,546 |
|
5,430 |
|
2006 |
|
2000 |
|
1815 E. Lake Mead Blvd. |
Las Vegas, NV |
|
|
- |
|
433 |
|
6,921 |
|
212 |
|
433 |
|
7,133 |
|
2,763 |
|
2007 |
|
1997 |
|
1776 E. Warm Springs Rd. |
Lenexa, KS |
|
|
- |
|
540 |
|
17,926 |
|
302 |
|
540 |
|
18,228 |
|
3,995 |
|
2010 |
|
2008 |
|
23401 Prairie Star Pkwy |
Lenexa, KS |
|
|
- |
|
100 |
|
13,723 |
|
- |
|
100 |
|
13,723 |
|
969 |
|
2013 |
|
2013 |
|
23351 Prairie Star Parkway |
Lincoln, NE |
|
|
- |
|
1,420 |
|
29,723 |
|
153 |
|
1,420 |
|
29,876 |
|
8,758 |
|
2010 |
|
2003 |
|
575 South 70th St |
London, UKI |
|
|
- |
|
17,395 |
|
152,642 |
|
- |
|
17,395 |
|
152,642 |
|
7,015 |
|
2015 |
|
2010 |
|
53 Parkside |
London, UKI |
|
|
- |
|
3,948 |
|
27,188 |
|
- |
|
3,948 |
|
27,188 |
|
1,250 |
|
2015 |
|
2003 |
|
49 Parkside |
London, UKI |
|
|
- |
|
5,058 |
|
11,174 |
|
- |
|
5,058 |
|
11,174 |
|
514 |
|
2015 |
|
2007 |
|
17-19 View Road |
Los Alamitos, CA |
|
|
- |
|
39 |
|
18,635 |
|
1,087 |
|
39 |
|
19,722 |
|
6,191 |
|
2007 |
|
2003 |
|
3771 Katella Ave. |
Los Gatos, CA |
|
|
- |
|
488 |
|
22,386 |
|
1,761 |
|
488 |
|
24,147 |
|
9,201 |
|
2006 |
|
1993 |
|
555 Knowles Dr. |
Loxahatchee, FL |
|
|
- |
|
1,637 |
|
5,048 |
|
1,024 |
|
1,719 |
|
5,990 |
|
2,272 |
|
2006 |
|
1997 |
|
12977 Southern Blvd. |
Loxahatchee, FL |
|
|
- |
|
1,340 |
|
6,509 |
|
761 |
|
1,440 |
|
7,170 |
|
2,582 |
|
2006 |
|
1993 |
|
12989 Southern Blvd. |
Loxahatchee, FL |
|
|
- |
|
1,553 |
|
4,694 |
|
1,121 |
|
1,650 |
|
5,719 |
|
2,083 |
|
2006 |
|
1994 |
|
12983 Southern Blvd. |
Marietta, GA |
|
|
- |
|
2,682 |
|
20,053 |
|
- |
|
2,682 |
|
20,053 |
|
- |
|
2016 |
|
2016 |
|
4800 Olde Towne Parkway |
Marinette, WI |
|
|
5,455 |
|
- |
|
13,538 |
|
- |
|
- |
|
13,538 |
|
3,685 |
|
2010 |
|
2002 |
|
4061 Old Peshtigo Rd. |
Melbourne, FL |
|
|
- |
|
3,439 |
|
50,461 |
|
318 |
|
3,439 |
|
50,779 |
|
5,089 |
|
2014 |
|
2009 |
|
2222 South Harbor City Boulevard |
Menasha, WI |
|
|
- |
|
1,374 |
|
13,861 |
|
3,119 |
|
1,374 |
|
16,980 |
|
650 |
|
2016 |
|
1994 |
|
1550 Midway Place |
Merced, CA |
|
|
- |
|
- |
|
14,585 |
|
- |
|
- |
|
14,585 |
|
3,858 |
|
2009 |
|
2010 |
|
315 Mercy Ave. |
Merriam, KS |
|
|
- |
|
176 |
|
8,005 |
|
133 |
|
176 |
|
8,138 |
|
2,592 |
|
2011 |
|
1972 |
|
8800 West 75th Street |
Merriam, KS |
|
|
- |
|
- |
|
1,996 |
|
2,166 |
|
81 |
|
4,081 |
|
1,347 |
|
2011 |
|
1980 |
|
7301 Frontage Street |
Merriam, KS |
|
|
- |
|
- |
|
10,222 |
|
4,283 |
|
358 |
|
14,146 |
|
4,293 |
|
2011 |
|
1977 |
|
8901 West 74th Street |
Merriam, KS |
|
|
- |
|
- |
|
5,862 |
|
3,132 |
|
182 |
|
8,811 |
|
2,655 |
|
2011 |
|
1985 |
|
9119 West 74th Street |
Merriam, KS |
|
|
- |
|
1,226 |
|
24,998 |
|
62 |
|
1,257 |
|
25,029 |
|
3,699 |
|
2013 |
|
2009 |
|
9301 West 74th Street |
Merrillville, IN |
|
|
- |
|
- |
|
22,134 |
|
689 |
|
- |
|
22,823 |
|
5,749 |
|
2008 |
|
2006 |
|
101 E. 87th Ave. |
Mesa, AZ |
|
|
- |
|
1,558 |
|
9,561 |
|
653 |
|
1,558 |
|
10,214 |
|
3,928 |
|
2008 |
|
1989 |
|
6424 East Broadway Road |
Mesquite, TX |
|
|
- |
|
496 |
|
3,834 |
|
- |
|
496 |
|
3,834 |
|
699 |
|
2012 |
|
2012 |
|
1575 I-30 |
Milwaukee, WI |
|
|
3,658 |
|
540 |
|
8,457 |
|
- |
|
540 |
|
8,457 |
|
2,069 |
|
2010 |
|
1930 |
|
1218 W. Kilbourn Ave. |
Milwaukee, WI |
|
|
8,062 |
|
1,425 |
|
11,520 |
|
- |
|
1,425 |
|
11,520 |
|
3,676 |
|
2010 |
|
1962 |
|
3301-3355 W. Forest Home Ave. |
Milwaukee, WI |
|
|
2,016 |
|
922 |
|
2,185 |
|
- |
|
922 |
|
2,185 |
|
871 |
|
2010 |
|
1958 |
|
840 N. 12th St. |
Milwaukee, WI |
|
|
15,896 |
|
- |
|
44,535 |
|
- |
|
- |
|
44,535 |
|
9,857 |
|
2010 |
|
1983 |
|
2801 W. Kinnickinnic Pkwy. |
Mission Hills, CA |
|
|
24,796 |
|
- |
|
42,276 |
|
2,080 |
|
4,791 |
|
39,565 |
|
4,793 |
|
2014 |
|
1986 |
|
11550 Indian Hills Road |
Missouri City, TX |
|
|
- |
|
- |
|
- |
|
8,883 |
|
1,360 |
|
7,523 |
|
63 |
|
2015 |
|
2016 |
|
7010 Highway 6 |
Moline, IL |
|
|
- |
|
- |
|
8,783 |
|
29 |
|
- |
|
8,812 |
|
715 |
|
2012 |
|
2013 |
|
3900 28th Avenue Drive |
Monticello, MN |
|
|
8,021 |
|
61 |
|
18,489 |
|
48 |
|
61 |
|
18,537 |
|
2,651 |
|
2012 |
|
2008 |
|
1001 Hart Boulevard |
Moorestown, NJ |
|
|
- |
|
6 |
|
50,896 |
|
6 |
|
6 |
|
50,902 |
|
8,377 |
|
2011 |
|
2012 |
|
401 Young Avenue |
Mount Juliet, TN |
|
|
2,479 |
|
1,566 |
|
11,697 |
|
1,173 |
|
1,566 |
|
12,870 |
|
4,749 |
|
2007 |
|
2005 |
|
5002 Crossings Circle |
Mount Vernon, IL |
|
|
- |
|
- |
|
24,892 |
|
- |
|
- |
|
24,892 |
|
4,238 |
|
2011 |
|
2012 |
|
4121 Veterans Memorial Dr |
Murrieta, CA |
|
|
- |
|
3,800 |
|
- |
|
- |
|
3,800 |
|
- |
|
- |
|
2014 |
|
1900 |
|
28078 Baxter Rd. |
Murrieta, CA |
|
|
- |
|
- |
|
47,190 |
|
46 |
|
- |
|
47,236 |
|
13,323 |
|
2010 |
|
2011 |
|
28078 Baxter Rd. |
Muskego, WI |
|
|
970 |
|
964 |
|
2,159 |
|
- |
|
964 |
|
2,159 |
|
488 |
|
2010 |
|
1993 |
|
S74 W16775 Janesville Rd. |
Nashville, TN |
|
|
- |
|
1,806 |
|
7,165 |
|
3,120 |
|
1,806 |
|
10,285 |
|
3,787 |
|
2006 |
|
1986 |
|
310 25th Ave. N. |
New Albany, IN |
|
|
- |
|
2,411 |
|
16,494 |
|
30 |
|
2,411 |
|
16,524 |
|
1,656 |
|
2014 |
|
2001 |
|
2210 Green Valley Road |
New Berlin, WI |
|
|
3,738 |
|
3,739 |
|
8,290 |
|
- |
|
3,739 |
|
8,290 |
|
2,035 |
|
2010 |
|
1993 |
|
14555 W. National Ave. |
Niagara Falls, NY |
|
|
- |
|
1,433 |
|
10,891 |
|
448 |
|
1,731 |
|
11,042 |
|
4,807 |
|
2007 |
|
1995 |
|
6932 - 6934 Williams Rd |
Niagara Falls, NY |
|
|
- |
|
454 |
|
8,362 |
|
322 |
|
454 |
|
8,683 |
|
2,662 |
|
2007 |
|
2004 |
|
6930 Williams Rd |
Oklahoma City, OK |
|
|
- |
|
216 |
|
19,135 |
|
280 |
|
216 |
|
19,415 |
|
3,515 |
|
2013 |
|
2008 |
|
535 NW 9th Street |
Oro Valley, AZ |
|
|
- |
|
89 |
|
18,339 |
|
856 |
|
89 |
|
19,195 |
|
6,000 |
|
2007 |
|
2004 |
|
1521 E. Tangerine Rd. |
Oshkosh, WI |
|
|
- |
|
- |
|
18,339 |
|
- |
|
- |
|
18,339 |
|
4,117 |
|
2010 |
|
2000 |
|
855 North Wethaven Dr. |
Oshkosh, WI |
|
|
6,749 |
|
- |
|
15,881 |
|
- |
|
- |
|
15,881 |
|
3,528 |
|
2010 |
|
2000 |
|
855 North Wethaven Dr. |
Palmer, AK |
|
|
- |
|
217 |
|
29,705 |
|
1,362 |
|
217 |
|
31,067 |
|
9,424 |
|
2007 |
|
2006 |
|
2490 South Woodworth Loop |
Pasadena, TX |
|
|
- |
|
1,700 |
|
8,009 |
|
- |
|
1,700 |
|
8,009 |
|
702 |
|
2012 |
|
2013 |
|
5001 E Sam Houston Parkway S |
Pearland, TX |
|
|
- |
|
1,500 |
|
11,253 |
|
- |
|
1,500 |
|
11,253 |
|
894 |
|
2012 |
|
2013 |
|
2515 Business Center Drive |
Pearland, TX |
|
|
- |
|
9,594 |
|
32,753 |
|
191 |
|
9,807 |
|
32,731 |
|
2,569 |
|
2014 |
|
2013 |
|
11511 Shadow Creek Parkway |
Pendleton, OR |
|
|
- |
|
- |
|
10,312 |
|
6 |
|
- |
|
10,318 |
|
812 |
|
2012 |
|
2013 |
|
3001 St. Anthony Drive |
Phoenix, AZ |
|
|
- |
|
1,149 |
|
48,018 |
|
11,308 |
|
1,149 |
|
59,327 |
|
20,711 |
|
2006 |
|
1998 |
|
2222 E. Highland Ave. |
Pineville, NC |
|
|
- |
|
961 |
|
6,974 |
|
2,463 |
|
1,077 |
|
9,321 |
|
3,747 |
|
2006 |
|
1988 |
|
10512 Park Rd. |
Plano, TX |
|
|
- |
|
5,423 |
|
20,698 |
|
57 |
|
5,423 |
|
20,755 |
|
10,292 |
|
2008 |
|
2007 |
|
6957 Plano Parkway |
Plano, TX |
|
|
51,686 |
|
793 |
|
83,209 |
|
989 |
|
793 |
|
84,198 |
|
16,056 |
|
2012 |
|
2005 |
|
6020 West Parker Road |
Plantation, FL |
|
|
- |
|
8,563 |
|
10,666 |
|
3,475 |
|
8,575 |
|
14,130 |
|
6,384 |
|
2006 |
|
1997 |
|
851-865 SW 78th Ave. |
Plantation, FL |
|
|
- |
|
8,848 |
|
9,262 |
|
640 |
|
8,908 |
|
9,842 |
|
6,207 |
|
2006 |
|
1996 |
|
600 Pine Island Rd. |
Plymouth, WI |
|
|
1,131 |
|
1,250 |
|
1,870 |
|
- |
|
1,250 |
|
1,870 |
|
515 |
|
2010 |
|
1991 |
|
2636 Eastern Ave. |
Portland, ME |
|
|
- |
|
655 |
|
25,930 |
|
13 |
|
655 |
|
25,943 |
|
6,128 |
|
2011 |
|
2008 |
|
195 Fore River Parkway |
Redmond, WA |
|
|
- |
|
5,015 |
|
26,709 |
|
284 |
|
5,015 |
|
26,993 |
|
6,187 |
|
2010 |
|
2011 |
|
18000 NE Union Hill Rd. |
Reno, NV |
|
|
- |
|
1,117 |
|
21,972 |
|
2,070 |
|
1,117 |
|
24,042 |
|
7,907 |
|
2006 |
|
1991 |
|
343 Elm St. |
Richmond, TX |
|
|
- |
|
- |
|
- |
|
11,118 |
|
2,000 |
|
9,118 |
|
171 |
|
2015 |
|
2016 |
|
22121 FM 1093 Road |
Richmond, VA |
|
|
- |
|
2,969 |
|
26,697 |
|
60 |
|
3,004 |
|
26,722 |
|
5,926 |
|
2012 |
|
2008 |
|
7001 Forest Avenue |
Rockwall, TX |
|
|
- |
|
132 |
|
17,197 |
|
522 |
|
132 |
|
17,719 |
|
3,516 |
|
2012 |
|
2008 |
|
3142 Horizon Road |
Rogers, AR |
|
|
- |
|
1,062 |
|
29,277 |
|
- |
|
1,062 |
|
29,277 |
|
7,493 |
|
2011 |
|
2008 |
|
2708 Rife Medical Lane |
Rolla, MO |
|
|
- |
|
1,931 |
|
47,639 |
|
- |
|
1,931 |
|
47,639 |
|
9,312 |
|
2011 |
|
2009 |
|
1605 Martin Spring Drive |
Roswell, NM |
|
|
- |
|
183 |
|
5,851 |
|
- |
|
183 |
|
5,851 |
|
1,368 |
|
2011 |
|
2004 |
|
601 West Country Club Road |
Roswell, NM |
|
|
- |
|
883 |
|
15,984 |
|
30 |
|
883 |
|
16,014 |
|
3,346 |
|
2011 |
|
2006 |
|
350 West Country Club Road |
Roswell, NM |
|
|
- |
|
762 |
|
17,171 |
|
1 |
|
762 |
|
17,171 |
|
2,916 |
|
2011 |
|
2009 |
|
300 West Country Club Road |
Sacramento, CA |
|
|
- |
|
866 |
|
12,756 |
|
1,834 |
|
869 |
|
14,587 |
|
5,092 |
|
2006 |
|
1990 |
|
8120 Timberlake Way |
Salem, NH |
|
|
- |
|
1,655 |
|
14,050 |
|
20 |
|
1,655 |
|
14,070 |
|
1,716 |
|
2014 |
|
2013 |
|
31 Stiles Road |
San Antonio, TX |
|
|
- |
|
1,012 |
|
10,178 |
|
- |
|
1,012 |
|
10,178 |
|
4,177 |
|
2006 |
|
1999 |
|
19016 Stone Oak Pkwy. |
San Antonio, TX |
|
|
- |
|
1,038 |
|
9,173 |
|
1,777 |
|
1,038 |
|
10,950 |
|
4,777 |
|
2006 |
|
1999 |
|
540 Stone Oak Centre Drive |
San Antonio, TX |
|
|
- |
|
4,518 |
|
31,041 |
|
2,610 |
|
4,548 |
|
33,621 |
|
7,824 |
|
2012 |
|
1986 |
|
5282 Medical Drive |
San Antonio, TX |
|
|
- |
|
900 |
|
17,288 |
|
473 |
|
900 |
|
17,761 |
|
2,700 |
|
2014 |
|
2007 |
|
3903 Wiseman Boulevard |
Santa Clarita, CA |
|
|
- |
|
- |
|
2,338 |
|
19,914 |
|
5,196 |
|
17,056 |
|
1,932 |
|
2014 |
|
1976 |
|
23861 McBean Parkway |
Santa Clarita, CA |
|
|
- |
|
- |
|
28,384 |
|
1,926 |
|
5,250 |
|
25,060 |
|
2,736 |
|
2014 |
|
1998 |
|
23929 McBean Parkway |
Santa Clarita, CA |
|
|
- |
|
278 |
|
185 |
|
11,595 |
|
11,872 |
|
185 |
|
95 |
|
2014 |
|
1996 |
|
23871 McBean Parkway |
Santa Clarita, CA |
|
|
25,000 |
|
295 |
|
40,257 |
|
- |
|
295 |
|
40,257 |
|
2,745 |
|
2014 |
|
2013 |
|
23803 McBean Parkway |
Santa Clarita, CA |
|
|
- |
|
- |
|
20,618 |
|
375 |
|
4,407 |
|
16,586 |
|
1,957 |
|
2014 |
|
1989 |
|
24355 Lyons Avenue |
Sarasota, FL |
|
|
- |
|
62 |
|
47,325 |
|
1,964 |
|
62 |
|
49,290 |
|
9,088 |
|
2012 |
|
1990 |
|
1921 Waldemere Street |
Seattle, WA |
|
|
- |
|
4,410 |
|
38,428 |
|
392 |
|
4,410 |
|
38,820 |
|
11,598 |
|
2010 |
|
2010 |
|
5350 Tallman Ave |
Sewell, NJ |
|
|
- |
|
60 |
|
57,929 |
|
294 |
|
74 |
|
58,209 |
|
18,809 |
|
2007 |
|
2009 |
|
239 Hurffville-Cross Keys Road |
Shakopee, MN |
|
|
6,132 |
|
508 |
|
11,412 |
|
275 |
|
509 |
|
11,687 |
|
3,201 |
|
2010 |
|
1996 |
|
1515 St Francis Ave |
Shakopee, MN |
|
|
10,363 |
|
707 |
|
18,089 |
|
66 |
|
773 |
|
18,089 |
|
3,781 |
|
2010 |
|
2007 |
|
1601 St Francis Ave |
Sheboygan, WI |
|
|
1,563 |
|
1,012 |
|
2,216 |
|
- |
|
1,012 |
|
2,216 |
|
616 |
|
2010 |
|
1958 |
|
1813 Ashland Ave. |
Shenandoah, TX |
|
|
- |
|
- |
|
21,135 |
|
- |
|
- |
|
21,135 |
|
1,057 |
|
2013 |
|
2014 |
|
106 Vision Park Boulevard |
Sherman Oaks, CA |
|
|
- |
|
- |
|
32,186 |
|
2,423 |
|
3,121 |
|
31,488 |
|
3,439 |
|
2014 |
|
1969 |
|
4955 Van Nuys Boulevard |
Somerville, NJ |
|
|
- |
|
3,400 |
|
22,244 |
|
2 |
|
3,400 |
|
22,246 |
|
4,681 |
|
2008 |
|
2007 |
|
30 Rehill Avenue |
Southlake, TX |
|
|
- |
|
3,000 |
|
- |
|
- |
|
3,000 |
|
- |
|
- |
|
2014 |
|
1900 |
|
Central Avenue |
Southlake, TX |
|
|
- |
|
592 |
|
18,243 |
|
338 |
|
592 |
|
18,581 |
|
3,616 |
|
2012 |
|
2004 |
|
1545 East Southlake Boulevard |
Southlake, TX |
|
|
17,534 |
|
698 |
|
30,549 |
|
3,840 |
|
698 |
|
34,389 |
|
5,370 |
|
2012 |
|
2004 |
|
1545 East Southlake Boulevard |
Springfield, IL |
|
|
- |
|
- |
|
- |
|
11,919 |
|
1,568 |
|
10,351 |
|
459 |
|
2010 |
|
2011 |
|
1100 East Lincolnshire Blvd |
Springfield, IL |
|
|
- |
|
- |
|
- |
|
3,728 |
|
177 |
|
3,551 |
|
161 |
|
2010 |
|
2011 |
|
2801 Mathers Rd |
St Paul, MN |
|
|
- |
|
49 |
|
37,695 |
|
330 |
|
49 |
|
38,025 |
|
2,691 |
|
2014 |
|
2006 |
|
225 Smith Avenue N. |
St. Louis, MO |
|
|
- |
|
336 |
|
17,247 |
|
1,501 |
|
336 |
|
18,748 |
|
6,141 |
|
2007 |
|
2001 |
|
2325 Dougherty Rd. |
St. Paul, MN |
|
|
- |
|
2,706 |
|
39,507 |
|
11 |
|
2,701 |
|
39,523 |
|
9,139 |
|
2011 |
|
2007 |
|
435 Phalen Boulevard |
Stamford, CT |
|
|
- |
|
- |
|
- |
|
41,153 |
|
- |
|
41,153 |
|
- |
|
2015 |
|
2016 |
|
29 Hospital Plaza |
Suffern, NY |
|
|
- |
|
653 |
|
37,255 |
|
200 |
|
696 |
|
37,412 |
|
8,423 |
|
2011 |
|
2007 |
|
255 Lafayette Avenue |
Suffolk, VA |
|
|
- |
|
1,566 |
|
11,511 |
|
25 |
|
1,566 |
|
11,537 |
|
3,829 |
|
2010 |
|
2007 |
|
5838 Harbour View Blvd. |
Sugar Land, TX |
|
|
8,076 |
|
3,543 |
|
15,532 |
|
- |
|
3,543 |
|
15,532 |
|
3,526 |
|
2012 |
|
2005 |
|
11555 University Boulevard |
Summit, WI |
|
|
- |
|
2,899 |
|
87,416 |
|
- |
|
2,899 |
|
87,416 |
|
26,616 |
|
2008 |
|
2009 |
|
36500 Aurora Dr. |
Tacoma, WA |
|
|
- |
|
- |
|
64,307 |
|
- |
|
- |
|
64,307 |
|
11,469 |
|
2011 |
|
2013 |
|
1608 South J Street |
Tallahassee, FL |
|
|
- |
|
- |
|
17,449 |
|
- |
|
- |
|
17,449 |
|
4,335 |
|
2010 |
|
2011 |
|
One Healing Place |
Tampa, FL |
|
|
- |
|
4,319 |
|
12,234 |
|
- |
|
4,319 |
|
12,234 |
|
2,047 |
|
2011 |
|
2003 |
|
14547 Bruce B Downs Blvd |
Temple, TX |
|
|
- |
|
2,900 |
|
9,954 |
|
26 |
|
2,900 |
|
9,980 |
|
1,122 |
|
2011 |
|
2012 |
|
2601 Thornton Lane |
Tucson, AZ |
|
|
- |
|
1,302 |
|
4,925 |
|
847 |
|
1,325 |
|
5,749 |
|
2,429 |
|
2008 |
|
1995 |
|
2055 W. Hospital Dr. |
Tustin, CA |
|
|
- |
|
3,345 |
|
541 |
|
- |
|
3,345 |
|
541 |
|
193 |
|
2015 |
|
1976 |
|
14591 Newport Ave |
Tustin, CA |
|
|
- |
|
3,361 |
|
12,039 |
|
1,374 |
|
3,361 |
|
13,413 |
|
1,294 |
|
2015 |
|
1985 |
|
14642 Newport Ave |
Van Nuys, CA |
|
|
- |
|
- |
|
36,187 |
|
- |
|
- |
|
36,187 |
|
7,655 |
|
2009 |
|
1991 |
|
6815 Noble Ave. |
Voorhees, NJ |
|
|
- |
|
6,404 |
|
24,251 |
|
1,474 |
|
6,477 |
|
25,651 |
|
8,389 |
|
2006 |
|
1997 |
|
900 Centennial Blvd. |
Voorhees, NJ |
|
|
- |
|
6 |
|
96,075 |
|
77 |
|
6 |
|
96,152 |
|
17,750 |
|
2010 |
|
2012 |
|
200 Bowman Drive |
Waxahachie, TX |
|
|
- |
|
- |
|
18,784 |
|
- |
|
- |
|
18,784 |
|
40 |
|
2016 |
|
2014 |
|
2460 N I-35 East |
Wellington, FL |
|
|
- |
|
107 |
|
16,933 |
|
2,639 |
|
316 |
|
19,364 |
|
5,685 |
|
2006 |
|
2000 |
|
10115 Forest Hill Blvd. |
Wellington, FL |
|
|
- |
|
388 |
|
13,697 |
|
1,572 |
|
580 |
|
15,077 |
|
4,256 |
|
2007 |
|
2003 |
|
1395 State Rd. 7 |
West Allis, WI |
|
|
2,869 |
|
1,104 |
|
3,303 |
|
- |
|
1,106 |
|
3,301 |
|
1,100 |
|
2010 |
|
1961 |
|
11333 W. National Ave. |
West Seneca, NY |
|
|
- |
|
917 |
|
22,435 |
|
3,531 |
|
1,665 |
|
25,218 |
|
8,459 |
|
2007 |
|
1990 |
|
550 Orchard Park Rd |
Zephyrhills, FL |
|
|
- |
|
3,875 |
|
27,270 |
|
- |
|
3,875 |
|
27,270 |
|
4,992 |
|
2011 |
|
1974 |
|
38135 Market Square Dr |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outpatient medical total: |
|
$ |
404,079 |
$ |
505,698 |
$ |
4,548,662 |
$ |
450,707 |
$ |
585,521 |
$ |
4,919,550 |
$ |
984,766 |
|
|
|
|
|
|
124
Assets held for sale: |
|
|
|||||||||||||||||||
Akron, OH |
|
$ |
- |
$ |
630 |
$ |
7,535 |
$ |
- |
$ |
- |
$ |
6,212 |
$ |
- |
|
2006 |
|
1915 |
|
209 Merriman Road |
Akron, OH |
|
|
- |
|
290 |
|
8,219 |
|
- |
|
- |
|
6,260 |
|
- |
|
2005 |
|
1961 |
|
721 Hickory St. |
Alliance, OH |
|
|
- |
|
270 |
|
7,723 |
|
- |
|
- |
|
5,764 |
|
- |
|
2006 |
|
1982 |
|
1785 Freshley Ave. |
Aventura, FL |
|
|
- |
|
4,540 |
|
33,986 |
|
- |
|
- |
|
35,599 |
|
- |
|
2012 |
|
2001 |
|
2777 NE 183rd Street |
Baltic, OH |
|
|
- |
|
50 |
|
8,709 |
|
- |
|
- |
|
6,339 |
|
- |
|
2006 |
|
1983 |
|
130 Buena Vista St. |
Bellingham, MA |
|
|
- |
|
9,270 |
|
- |
|
- |
|
- |
|
1,372 |
|
- |
|
2007 |
|
1900 |
|
Maple Street and High Street |
Boca Raton, FL |
|
|
- |
|
1,440 |
|
31,048 |
|
- |
|
- |
|
30,214 |
|
- |
|
2012 |
|
1989 |
|
1080 Northwest 15th Street |
Boonville, IN |
|
|
- |
|
190 |
|
5,510 |
|
- |
|
- |
|
3,492 |
|
- |
|
2002 |
|
2000 |
|
1325 N. Rockport Rd. |
Chicago, IL |
|
|
- |
|
1,800 |
|
19,256 |
|
- |
|
- |
|
18,878 |
|
- |
|
2012 |
|
2005 |
|
6700 South Keating Avenue |
Chicago, IL |
|
|
- |
|
2,900 |
|
17,016 |
|
- |
|
- |
|
17,840 |
|
- |
|
2012 |
|
2007 |
|
4239 North Oak Park Avenue |
Columbus, OH |
|
|
- |
|
530 |
|
5,170 |
|
4,434 |
|
- |
|
10,134 |
|
- |
|
2005 |
|
1968 |
|
1425 Yorkland Rd. |
Columbus, OH |
|
|
- |
|
1,010 |
|
5,022 |
|
- |
|
- |
|
4,386 |
|
- |
|
2006 |
|
1983 |
|
1850 Crown Park Ct. |
Columbus, OH |
|
|
- |
|
1,010 |
|
4,931 |
|
8,418 |
|
- |
|
14,359 |
|
- |
|
2006 |
|
1978 |
|
5700 Karl Rd. |
Columbus, IN |
|
|
- |
|
530 |
|
6,710 |
|
- |
|
- |
|
4,703 |
|
- |
|
2002 |
|
2001 |
|
2011 Chapa Dr. |
Columbus, OH |
|
|
- |
|
- |
|
- |
|
7,023 |
|
- |
|
7,023 |
|
- |
|
2012 |
|
1994 |
|
750 Mt. Carmel Mall |
Conyers, GA |
|
|
- |
|
2,740 |
|
19,302 |
|
- |
|
- |
|
20,186 |
|
- |
|
2012 |
|
1998 |
|
1504 Renaissance Drive |
Cortland, NY |
|
|
- |
|
700 |
|
18,041 |
|
- |
|
- |
|
16,935 |
|
- |
|
2012 |
|
2001 |
|
839 Bennie Road |
El Paso, TX |
|
|
- |
|
1,420 |
|
12,394 |
|
- |
|
- |
|
13,347 |
|
- |
|
2014 |
|
1999 |
|
435 S Mesa Hills Drive |
Fayetteville, GA |
|
|
- |
|
560 |
|
12,665 |
|
- |
|
- |
|
12,165 |
|
- |
|
2012 |
|
1994 |
|
1967 Highway 54 West |
Fredericksburg, VA |
|
|
- |
|
3,700 |
|
22,016 |
|
- |
|
- |
|
23,684 |
|
- |
|
2012 |
|
1992 |
|
12100 Chancellors Village |
Germantown, TN |
|
|
- |
|
3,049 |
|
12,456 |
|
- |
|
- |
|
12,202 |
|
- |
|
2006 |
|
2002 |
|
1325 Wolf Park Drive |
Greendale, WI |
|
|
- |
|
2,060 |
|
35,383 |
|
- |
|
- |
|
33,762 |
|
- |
|
2012 |
|
1988 |
|
5700 Mockingbird Lane |
Hanover, IN |
|
|
- |
|
210 |
|
4,430 |
|
- |
|
- |
|
3,025 |
|
- |
|
2004 |
|
2000 |
|
188 Thornton Rd |
Hattiesburg, MS |
|
|
- |
|
- |
|
- |
|
11,863 |
|
- |
|
11,863 |
|
- |
|
2010 |
|
2009 |
|
217 Methodist Hospital Blvd |
Hemet, CA |
|
|
- |
|
1,890 |
|
28,606 |
|
- |
|
- |
|
22,635 |
|
- |
|
2010 |
|
1989 |
|
1001 N. Lyon Ave |
Hemet, CA |
|
|
- |
|
430 |
|
9,630 |
|
- |
|
- |
|
8,993 |
|
- |
|
2010 |
|
1988 |
|
1001 N. Lyon Ave |
Hermitage, TN |
|
|
- |
|
- |
|
- |
|
10,121 |
|
- |
|
10,121 |
|
- |
|
2011 |
|
2006 |
|
4131 Andrew Jackson Parkway |
Hollywood, FL |
|
|
- |
|
1,240 |
|
13,806 |
|
- |
|
- |
|
14,106 |
|
- |
|
2012 |
|
2001 |
|
3880 South Circle Drive |
Houston, TX |
|
|
- |
|
5,090 |
|
9,471 |
|
- |
|
- |
|
8,503 |
|
- |
|
2007 |
|
2009 |
|
15015 Cypress Woods Medical Drive |
Huron, OH |
|
|
- |
|
160 |
|
6,088 |
|
- |
|
- |
|
5,566 |
|
- |
|
2005 |
|
1983 |
|
1920 Cleveland Rd. W. |
Jackson, NJ |
|
|
- |
|
6,500 |
|
26,405 |
|
- |
|
- |
|
32,201 |
|
- |
|
2012 |
|
2001 |
|
2 Kathleen Drive |
Jacksonville Beach, FL |
|
|
- |
|
1,210 |
|
26,207 |
|
- |
|
- |
|
25,088 |
|
- |
|
2012 |
|
1999 |
|
1700 The Greens Way |
Jefferson, OH |
|
|
- |
|
80 |
|
9,120 |
|
- |
|
- |
|
6,402 |
|
- |
|
2006 |
|
1984 |
|
222 Beech St. |
Jupiter, FL |
|
|
- |
|
3,100 |
|
47,453 |
|
- |
|
- |
|
46,458 |
|
- |
|
2012 |
|
2002 |
|
110 Mangrove Bay Way |
Kennesaw, GA |
|
|
- |
|
940 |
|
10,848 |
|
- |
|
- |
|
10,943 |
|
- |
|
2012 |
|
1998 |
|
5235 Stilesboro Road |
Kennewick, WA |
|
|
- |
|
1,820 |
|
27,991 |
|
- |
|
- |
|
23,390 |
|
- |
|
2010 |
|
1994 |
|
2802 W 35th Ave |
Lake Barrington, IL |
|
|
- |
|
3,400 |
|
66,179 |
|
- |
|
- |
|
63,190 |
|
- |
|
2012 |
|
2000 |
|
22320 Classic Court |
Lancaster, NH |
|
|
- |
|
160 |
|
434 |
|
- |
|
- |
|
493 |
|
- |
|
2011 |
|
1905 |
|
63 Country Village Road |
Lexington, KY |
|
|
- |
|
1,980 |
|
21,258 |
|
- |
|
- |
|
21,928 |
|
- |
|
2014 |
|
2013 |
|
2531 Old Rosebud Road |
Loganville, GA |
|
|
- |
|
1,430 |
|
22,912 |
|
- |
|
- |
|
22,257 |
|
- |
|
2012 |
|
1997 |
|
690 Tommy Lee Fuller Drive |
Marietta, GA |
|
|
- |
|
1,270 |
|
10,519 |
|
- |
|
- |
|
11,054 |
|
- |
|
2012 |
|
1997 |
|
3039 Sandy Plains Road |
Monclova, OH |
|
|
- |
|
1,750 |
|
11,868 |
|
- |
|
- |
|
12,230 |
|
- |
|
2011 |
|
2013 |
|
6935 Monclova Road |
Monroe, WA |
|
|
- |
|
2,560 |
|
34,460 |
|
- |
|
- |
|
29,936 |
|
- |
|
2010 |
|
1994 |
|
15465 179th Ave. SE |
Morrow, GA |
|
|
- |
|
818 |
|
8,064 |
|
- |
|
- |
|
5,913 |
|
- |
|
2007 |
|
1990 |
|
6635 Lake Drive |
Naples, FL |
|
|
- |
|
1,716 |
|
17,306 |
|
- |
|
- |
|
4,055 |
|
- |
|
1997 |
|
1999 |
|
1710 S.W. Health Pkwy. |
Olympia, WA |
|
|
- |
|
550 |
|
16,689 |
|
- |
|
- |
|
13,830 |
|
- |
|
2010 |
|
1995 |
|
616 Lilly Rd. NE |
Orange Village, OH |
|
|
- |
|
610 |
|
7,419 |
|
- |
|
- |
|
6,096 |
|
- |
|
2007 |
|
1985 |
|
3755 Orange Place |
Palm Springs, FL |
|
|
- |
|
739 |
|
4,066 |
|
- |
|
- |
|
2,061 |
|
- |
|
2006 |
|
1993 |
|
1640 S. Congress Ave. |
Palm Springs, FL |
|
|
- |
|
1,182 |
|
7,765 |
|
- |
|
- |
|
3,062 |
|
- |
|
2006 |
|
1997 |
|
1630 S. Congress Ave. |
Panama City Beach, FL |
|
|
- |
|
- |
|
- |
|
6,367 |
|
- |
|
6,367 |
|
- |
|
2011 |
|
2005 |
|
6012 Magnolia Beach Road |
Plano, TX |
|
|
4,032 |
|
840 |
|
8,538 |
|
- |
|
- |
|
2,499 |
|
- |
|
2011 |
|
1996 |
|
5521 Village Creek Dr |
San Ramon, CA |
|
|
- |
|
2,430 |
|
17,488 |
|
- |
|
- |
|
16,188 |
|
- |
|
2010 |
|
1989 |
|
18888 Bollinger Canyon Rd |
Sarasota, FL |
|
|
- |
|
950 |
|
8,825 |
|
- |
|
- |
|
9,314 |
|
- |
|
2012 |
|
1998 |
|
3221 Fruitville Road |
Sarasota, FL |
|
|
- |
|
1,120 |
|
12,489 |
|
- |
|
- |
|
12,360 |
|
- |
|
2012 |
|
1999 |
|
2290 Cattlemen Road |
Sarasota, FL |
|
|
- |
|
880 |
|
9,854 |
|
- |
|
- |
|
9,998 |
|
- |
|
2012 |
|
1990 |
|
3749 Sarasota Square Boulevard |
Seattle, WA |
|
|
- |
|
3,420 |
|
15,555 |
|
- |
|
- |
|
15,455 |
|
- |
|
2010 |
|
2000 |
|
2326 California Ave SW |
Seattle, WA |
|
|
- |
|
2,630 |
|
10,257 |
|
- |
|
- |
|
10,996 |
|
- |
|
2010 |
|
2003 |
|
4611 35th Ave SW |
St. Louis, MO |
|
|
- |
|
- |
|
- |
|
12,522 |
|
- |
|
12,522 |
|
- |
|
2010 |
|
1963 |
|
6543 Chippewa St |
Stanwood, WA |
|
|
- |
|
2,260 |
|
28,474 |
|
- |
|
- |
|
24,648 |
|
- |
|
2010 |
|
1998 |
|
7212 265th St NW |
Thomasville, GA |
|
|
- |
|
- |
|
- |
|
11,378 |
|
- |
|
11,378 |
|
- |
|
2011 |
|
2006 |
|
423 Covington Avenue |
Uhrichsville, OH |
|
|
- |
|
24 |
|
6,716 |
|
- |
|
- |
|
4,763 |
|
- |
|
2006 |
|
1977 |
|
5166 Spanson Drive S.E. |
Victoria, BC |
|
|
- |
|
2,674 |
|
14,218 |
|
- |
|
- |
|
13,876 |
|
- |
|
2012 |
|
2002 |
|
2638 Ross Lane |
Webster, NY |
|
|
- |
|
800 |
|
8,968 |
|
- |
|
- |
|
8,847 |
|
- |
|
2012 |
|
2001 |
|
100 Kidd Castle Way |
Webster, NY |
|
|
- |
|
1,300 |
|
21,127 |
|
- |
|
- |
|
20,295 |
|
- |
|
2012 |
|
2001 |
|
200 Kidd Castle Way |
Webster Groves, MO |
|
|
- |
|
1,790 |
|
15,425 |
|
- |
|
- |
|
15,642 |
|
- |
|
2011 |
|
2012 |
|
45 E Lockwood Avenue |
West Chester, PA |
|
|
- |
|
3,290 |
|
42,258 |
|
- |
|
- |
|
41,176 |
|
- |
|
2012 |
|
2000 |
|
1615 East Boot Road |
West Chester, PA |
|
|
- |
|
600 |
|
11,894 |
|
- |
|
- |
|
11,065 |
|
- |
|
2012 |
|
2002 |
|
1615 East Boot Road |
West Worthington, OH |
|
|
- |
|
510 |
|
5,090 |
|
- |
|
- |
|
4,046 |
|
- |
|
2006 |
|
1980 |
|
111 Lazelle Rd., E. |
Whittier, CA |
|
|
- |
|
4,470 |
|
22,151 |
|
- |
|
- |
|
20,590 |
|
- |
|
2010 |
|
1988 |
|
13250 E Philadelphia St |
Wichita Falls, TX |
|
|
- |
|
1,070 |
|
26,167 |
|
- |
|
- |
|
25,898 |
|
- |
|
2014 |
|
1998 |
|
3908 Kell W Boulevard |
Willard, OH |
|
|
- |
|
730 |
|
6,447 |
|
- |
|
- |
|
6,317 |
|
- |
|
2011 |
|
2012 |
|
1050 Neal Zick |
Winter Haven, FL |
|
|
- |
|
710 |
|
10,038 |
|
- |
|
- |
|
10,364 |
|
- |
|
2014 |
|
1979 |
|
650 North Lake Howard Drive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale total |
|
$ |
4,032 |
$ |
112,022 |
$ |
1,044,065 |
$ |
72,126 |
$ |
- |
$ |
1,044,859 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
129
131
Welltower Inc. |
|||||||||||||||||||||
Schedule IV - Mortgage Loans on Real Estate |
|||||||||||||||||||||
December 31, 2016 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|||||||||
Location |
Segment |
|
Interest Rate |
|
Final Maturity Date |
|
|
Monthly Payment Terms |
|
|
Prior Liens |
|
|
Face Amount of Mortgages |
|
|
Carrying Amount of Mortgages |
|
|
Principal Amount of Loans Subject to Delinquent Principal or Interest |
|
First mortgages relating to 1 property located in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
California |
Outpatient Medical |
|
6.35% |
|
12/22/17 |
|
$ |
348,542 |
|
$ |
- |
|
$ |
65,000 |
|
$ |
60,500 |
|
$ |
63,553 |
|
United Kingdom |
Triple-Net |
|
7.25% |
|
11/21/18 |
|
|
105,443 |
|
|
- |
|
|
17,149 |
|
|
17,149 |
|
|
- |
|
United Kingdom |
Triple-Net |
|
7.00% |
|
12/31/19 |
|
|
133,193 |
|
|
- |
|
|
28,047 |
|
|
22,273 |
|
|
- |
|
United Kingdom |
Triple-Net |
|
8.55% |
|
07/01/19 |
|
|
64,706 |
|
|
- |
|
|
14,122 |
|
|
9,022 |
|
|
- |
|
United Kingdom |
Triple-Net |
|
8.00% |
|
07/06/19 |
|
|
48,485 |
|
|
- |
|
|
18,506 |
|
|
7,202 |
|
|
- |
|
United Kingdom |
Triple-Net |
|
8.04% |
|
01/16/18 |
|
|
8,409 |
|
|
- |
|
|
2,591 |
|
|
1,233 |
|
|
- |
|
United Kingdom |
Triple-Net |
|
7.00% |
|
02/28/21 |
|
|
107,010 |
|
|
- |
|
|
26,074 |
|
|
17,680 |
|
|
- |
|
Oklahoma |
Triple-Net |
|
8.72% |
|
11/01/19 |
|
|
85,043 |
|
|
- |
|
|
11,610 |
|
|
11,486 |
|
|
- |
|
Oregon |
Triple-Net |
|
7.10% |
|
05/01/17 |
|
|
1,357 |
|
|
- |
|
|
225 |
|
|
225 |
|
|
- |
|
Pennsylvania |
Triple-Net |
|
7.10% |
|
06/01/17 |
|
|
1,479 |
|
|
- |
|
|
250 |
|
|
250 |
|
|
- |
|
Texas |
Triple-Net |
|
8.00% |
|
02/28/21 |
|
|
53,507 |
|
|
- |
|
|
7,875 |
|
|
7,875 |
|
|
- |
|
Florida |
Triple-Net |
|
8.11% |
|
06/23/21 |
|
|
13,955 |
|
|
- |
|
|
17,100 |
|
|
2,029 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First mortgages relating to multiple properties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
3 properties in two states |
Triple-Net |
|
10.00% |
|
01/01/22 |
|
$ |
76,331 |
|
$ |
- |
|
$ |
9,000 |
|
$ |
9,000 |
|
$ |
- |
|
13 properties in Texas |
Triple-Net |
|
10.00% |
|
01/01/22 |
|
|
878,820 |
|
|
- |
|
|
103,620 |
|
|
103,620 |
|
|
- |
|
11 properties in six states |
Triple-Net |
|
10.00% |
|
01/01/22 |
|
|
558,025 |
|
|
- |
|
|
65,796 |
|
|
65,796 |
|
|
- |
|
18 properties in six states |
Triple-Net |
|
10.00% |
|
01/01/22 |
|
|
1,175,775 |
|
|
- |
|
|
138,634 |
|
|
138,634 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second mortgages relating to 1 property located in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Connecticut |
Triple-Net |
|
8.11% |
|
04/01/18 |
|
$ |
43,225 |
|
$ |
16,709 |
|
$ |
6,270 |
|
$ |
6,270 |
|
$ |
- |
|
Texas |
Triple-Net |
|
12.17% |
|
05/01/19 |
|
|
32,033 |
|
|
11,751 |
|
|
3,100 |
|
|
3,100 |
|
|
- |
|
Texas |
Triple-Net |
|
10.00% |
|
12/30/18 |
|
|
20,247 |
|
|
11,186 |
|
|
25,000 |
|
|
2,391 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
|
|
|
|
$ |
39,646 |
|
$ |
559,969 |
|
$ |
485,735 |
|
$ |
63,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
|
|
|
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Reconciliation of mortgage loans: |
|
|
|
|
|
|
(in thousands) |
||||||||
|
Balance at beginning of year |
|
|
|
|
|
$ |
635,492 |
|
$ |
188,651 |
|
$ |
146,987 |
|
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New mortgage loans |
|
|
|
|
|
|
8,223 |
|
|
524,088 |
|
|
113,996 |
|
|
Draws on existing loans |
|
|
|
|
|
|
92,815 |
|
|
30,550 |
|
|
26,330 |
|
Total additions |
|
|
|
|
|
|
101,038 |
|
|
554,638 |
|
|
140,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deductions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collections of principal |
|
|
|
|
|
|
(191,134) |
|
|
(80,552) |
|
|
(49,974) |
|
|
Conversions to real property |
|
|
|
|
|
|
(45,044) |
|
|
(23,288) |
|
|
(45,836) |
|
|
Charge-offs |
|
|
|
|
|
|
(3,053) |
|
|
- |
|
|
- |
|
Total deductions |
|
|
|
|
|
|
(239,231) |
|
|
(103,840) |
|
|
(95,810) |
|
|
Change in balance due to foreign currency translation |
|
|
|
|
|
|
(11,564) |
|
|
(3,957) |
|
|
(2,852) |
|
|
Balance at end of year |
|
|
|
|
|
$ |
485,735 |
|
$ |
635,492 |
|
$ |
188,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132
EXHIBIT INDEX
3.1(a) Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(b) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-K filed March 20, 2000 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(c) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed June 13, 2003 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(d) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.9 to the Company’s Form 10-Q filed August 9, 2007 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(e) Certificate of Change of Location of Registered Office and of Registered Agent of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 10-Q filed August 6, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(f) Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed March 7, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(g) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 10, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(h) Certificate of Designation of 6.50% Series J Cumulative Redeemable Preferred Stock of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed March 8, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(i) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed May 6, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
3.1(j) Certificate of Amendment of Second Restated Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed September 30, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
3.2 Fifth Amended and Restated By-Laws of the Company (filed with the Commission as Exhibit 3.2 to the Company’s Form 10-Q filed October 30, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(a) Indenture, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.1 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(b) Supplemental Indenture No. 1, dated as of March 15, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 15, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(c) Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 18, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(d) Supplemental Indenture No. 2, dated as of April 7, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 7, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(e) Amendment No. 1 to Supplemental Indenture No. 2, dated as of June 8, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed June 8, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(f) Supplemental Indenture No. 3, dated as of September 10, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed September 13, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(g) Supplemental Indenture No. 4, dated as of November 16, 2010, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 16, 2010 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(h) Supplemental Indenture No. 5, dated as of March 14, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 14, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(i) Supplemental Indenture No. 6, dated as of April 3, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed April 4, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(j) Supplemental Indenture No. 7, dated as of December 6, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed December 11, 2012 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(k) Supplemental Indenture No. 8, dated as of October 7, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed October 9, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(l) Supplemental Indenture No. 9, dated as of November 20, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 20, 2013 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(m) Supplemental Indenture No. 10, dated as of November 25, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed November 25, 2014 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(n) Supplemental Indenture No. 11, dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed May 27, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(o) Amendment No. 1 to Supplemental Indenture No. 11, dated as of October 19, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.3 to the Company’s Form 8-K filed October 20, 2015 (File No. 001-08923), and incorporated herein by reference thereto).
4.1(p) Supplemental Indenture No. 12, dated as of March 1, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (filed with the Commission as Exhibit 4.2 to the Company’s Form 8-K filed March 3, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.2 Form of Indenture for Senior Subordinated Debt Securities (filed with the Commission as Exhibit 4.9 to the Company’s Form S-3 (File No. 333-73936) filed November 21, 2001, and incorporated herein by reference thereto).
4.3 Form of Indenture for Junior Subordinated Debt Securities (filed with the Commission as Exhibit 4.10 to the Company’s Form S-3 (File No. 333-73936) filed November 21, 2001, and incorporated herein by reference thereto).
4.4(a) Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(a) to the Company’s Form 10-K filed February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
4.4(b) First Supplemental Indenture, dated as of November 25, 2015, by and among HCN Canadian Holdings-1 LP, the Company and BNY Trust Company of Canada (filed with the Commission as Exhibit 4.5(b) to the Company’s Form 10-K filed February 18, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
10.1 Credit Agreement dated as of May 13, 2016 by and among the Company; the lenders listed therein; KeyBank National Association, as administrative agent, L/C issuer and a swingline lender; Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents; Deutsche Bank Securities Inc., as documentation agent; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and Deutsche Bank Securities Inc., as U.S. joint lead arrangers; Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc. and RBC Capital Markets, as Canadian joint lead arrangers; and Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase Bank, N.A., as joint book runners (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed May 16, 2016 (File No. 001-08923), and incorporated herein by reference thereto).
10.2 Equity Purchase Agreement, dated as of February 28, 2011, by and among the Company, FC-GEN Investment, LLC and FC-GEN Operations Investment, LLC (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed February 28, 2011 (File No. 001-08923), and incorporated herein by reference thereto).
10.3(a) Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (filed with the Commission as Appendix A to the Company’s Proxy Statement for the 2009 Annual Meeting of Stockholders, filed March 25, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(b) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.18 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(c) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.6 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(d) Form of Stock Option Agreement (with Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.8 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(e) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.19 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(f) Form of Amendment to Stock Option Agreements (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.7 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(g) Form of Stock Option Agreement (with Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.9 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(h) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.20 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(i) Form of Stock Option Agreement (without Dividend Equivalent Rights) for the Chief Executive Officer under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(j) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.21 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(k) Form of Stock Option Agreement (without Dividend Equivalent Rights) for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(l) Form of Restricted Stock Agreement for the Chief Executive Officer under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.22 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(m) Form of Restricted Stock Agreement for Executive Officers under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.23 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(n) Form of Restricted Stock Agreement for the Chief Executive Officer under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(o) Form of Restricted Stock Agreement for Executive Officers under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.4 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(p) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.24 to the Company’s Form 10-K filed March 10, 2006 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(q) Form of Amendment to Deferred Stock Unit Grant Agreements for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.10 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(r) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.11 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.3(s) Form of Deferred Stock Unit Grant Agreement for Non-Employee Directors under the Amended and Restated 2005 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.5 to the Company’s Form 10-Q filed May 10, 2010 (File No. 001-08923), and incorporated herein by reference thereto).*
10.4(a) Amended and Restated Employment Agreement, dated January 3, 2017, between the Company and Thomas J. DeRosa.*
10.4(b) Performance-Based Restricted Stock Unit Grant Agreement, dated effective as of July 30, 2014, between the Company and Thomas J. DeRosa (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed November 4, 2014 (File No. 001-08923), and incorporated herein by reference thereto).*
10.5 Second Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Scott A. Estes (filed with the Commission as Exhibit 10.4 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.6(a) Executive Retirement Agreement, effective July 1, 2015, between the Company and Charles J. Herman, Jr. (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*
10.6(b) Consulting Agreement, effective July 1, 2015, between the Company and Charles J. Herman, Jr. (filed with the Commission as Exhibit 10.2 to the Company’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*
10.7 Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Jeffrey H. Miller (filed with the Commission as Exhibit 10.8 to the Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.8 Executive Retirement Agreement, dated as of February 10, 2017, by and between Jeffery H. Miller and the Company.*
10.9 Employment Agreement, dated March 11, 2013, by and between the Company and Scott M. Brinker (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed May 7, 2013 (File No. 001-08923), and incorporated herein by reference thereto).*
10.10 Separation Agreement, dated as of February 6, 2017, by and between Scott M. Brinker and the Company.*
10.11 Third Amended and Restated Employment Agreement, dated December 29, 2008, between the Company and Erin C. Ibele (filed with the Commission as Exhibit 10.11 to the Company’s Form 10-K filed March 2, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.12 Transition Agreement, dated as of June 30, 2016, by and between Erin C. Ibele and the Company (filed with the Commission as Exhibit 10.4 to the Company’s Form 10-Q filed August 2, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.13 Employment Agreement, dated as of October 4, 2016, by and between the Company and Mercedes T. Kerr (filed with the Commission as Exhibit 10.1 to the Company’s Form 10-Q filed November 2, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.14 Amended and Restated Health Care REIT, Inc. Supplemental Executive Retirement Plan, dated December 29, 2008 (filed with the Commission as Exhibit 10.12 to the Company’s Form 8-K filed January 5, 2009 (File No. 001-08923), and incorporated herein by reference thereto).*
10.15 Form of Indemnification Agreement between the Company and each director, executive officer and officer of the Company (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed February 18, 2005 (File No. 001-08923), and incorporated herein by reference thereto).*
10.16 Summary of Director Compensation.*
10.17 Health Care REIT, Inc. 2013-2015 Long-Term Incentive Program, as Amended and Restated (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed May 8, 2014 (File No. 001-08923), and incorporated herein by reference thereto).*
10.18(a) Health Care REIT, Inc. 2015-2017 Long-Term Incentive Program (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*
10.18(b) Form of Performance Restricted Stock Unit Award Agreement under the 2015-2017 Long-Term Incentive Program (filed with the Commission as Exhibit 10.4 to the Company’s Form 10-Q filed August 4, 2015 (File No. 001-08923), and incorporated herein by reference thereto).*
10.19 Welltower Inc. 2016 Long-Term Incentive Plan (filed with the Commission as Exhibit 10.1 to the Company’s Form 8-K filed May 10, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
10.20 Welltower Inc. 2016-2018 Long-Term Incentive Program (filed with the Commission as Exhibit 10.3 to the Company’s Form 10-Q filed August 2, 2016 (File No. 001-08923), and incorporated herein by reference thereto).*
12 Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (Unaudited).
21 Subsidiaries of the Company.
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
24 Powers of Attorney.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer.
32.2 Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer.
101.INS XBRL Instance 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**
* |
Management Contract or Compensatory Plan or Arrangement. |
|
** |
|
Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2016 and 2015, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iii) the Consolidated Statements of Equity for the years ended December 31, 2016, 2015 and 2014, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, (v) the Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciation and (vii) Schedule IV – Mortgage Loans on Real Estate.
|
EXHIBIT 10.4(a)
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT , dated this January 3, 2017 (the “Agreement”), is entered into by and between WELLTOWER INC., a Delaware corporation, (the “Corporation”), and THOMAS J. DEROSA (the “Executive”) and will become effective April 13, 2017 (the “Effective Date”).
WHEREAS , Executive and the Corporation previously entered into an Amended and Restated Employment Agreement, dated December 28, 2014 (the “Prior Employment Agreement”); and
WHEREAS , the Parties desire to amend and restate the Prior Employment Agreement so that the Executive continues to act as the Corporation’s Chief Executive Officer based on the terms and conditions set forth herein.
NOW THEREFORE , in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:
EMPLOYMENT
The Corporation hereby agrees to continue to employ the Executive as the Corporation’s Chief Executive Officer, upon the terms and conditions herein contained, and the Executive hereby agrees to continue such employment and to continue to serve as the Corporation’s Chief Executive Officer, and to continue to perform the duties and functions customarily performed by the Chief Executive Officer of a publicly traded corporation.
In such capacities, the Executive shall report to the Corporation’s Board of Directors (the “Board”), and shall have the powers and responsibilities set forth in the Corporation’s By-Laws as well as such additional powers and responsibilities consistent with his position as the Board may assign to him.
Throughout the Term (defined below) of this Agreement, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Corporation; provided that, the Executive will be permitted to, with the prior approval of the Board, act or serve as a director, trustee or committee member of any type of business, civic or charitable organization.
TERM OF AGREEMENT
The term of employment under this Agreement shall continue for three years from the Effective Date and shall expire on April 13, 2020, unless earlier terminated under one of the circumstances set forth in Sections 5 , 6 or 7 . As used herein, “Term” refers to the length of the Executive’s employment under this Agreement, but the Term shall end upon any termination of Executive’s employment with the Corporation as provided herein. Notwithstanding the foregoing, if a Change in Corporate Control (as defined in Section 6(b) ) occurs during the Term, the Term shall be extended until twenty-four (24) months after the Change in Corporate Control.
The Corporation shall be entitled to terminate this Agreement and the Executive’s employment immediately for any reason, subject to the continuing obligations of the Corporation under this Agreement. Upon termination of the Executive’s employment hereunder for any reason, unless otherwise expressly provided by the Board, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Corporation or any of its affiliates.
BASE COMPENSATION AND BONUS
The Executive shall receive annual base compensation during the Term of this Agreement of not less than $1,000,000 in cash (“Base Compensation”). Such amounts shall be payable in substantially equal semi-monthly installments in accordance with the Corporation’s customary payroll practices. Subject to the terms of this Agreement, during the Term, the Compensation Committee of the Board (the “Compensation Committee”) shall consult with the Executive and review the Executive’s Base Compensation at annual intervals, and may adjust the Executive’s annual Base Compensation from time to time.
The Executive shall also be eligible to receive an annual incentive cash bonus for each calendar year ending during the Term of this Agreement with target bonus of 175% of Base Compensation, with the actual amount of such bonus to be determined by the Compensation Committee, using such performance measures as the Compensation Committee deems to be appropriate. Such bonus, if any, shall be paid to the Executive no later than sixty (60) days after the end of the year to which the bonus relates. Except as otherwise provided in Sections 5 or 6 , (i) the annual bonus will be subject to the terms of any Corporation bonus plan under which it is granted and (ii) in order to be eligible to receive an annual bonus, the Executive must be employed by the Corporation on the last day of the applicable calendar year.
ADDITIONAL COMPENSATION AND BENEFITS
The Executive shall receive the following additional compensation and welfare and fringe benefits during the Term:
Long-Term Incentives . During the Term of the Agreement, the Executive shall be eligible to participate in the Corporation’s 2016 Long-Term Incentive Plan, or any other equity compensation plan adopted by the Corporation, on terms no less favorable than those that apply to similarly situated executive officers of the Corporation.
Health Insurance and Medical Exam . During the Term of this Agreement, the Corporation shall (i) provide the Executive and his dependents with health insurance, life insurance and disability coverage no less favorable than that from time to time made available to other key employees and (ii) pay or reimburse the Executive for all reasonable costs of an annual medical exam of the Executive by a physician of his choice.
Paid Time Off . During the Term of this Agreement, the Executive shall be entitled to paid time off (“PTO”) (based on the number of years of service) in accordance with the Corporation’s PTO policy, as it may be amended from time to time.
Business Expenses . During the Term of this Agreement, the Corporation shall reimburse the Executive for all reasonable expenses he incurs in promoting the Corporation’s business, including expenses for travel and similar items, upon presentation by the Executive from time to time of an itemized account of such expenditures in accordance with the Corporation’s established policies and applicable law. Following Executive’s termination of employment, any expense reimbursement requests must be submitted no later than sixty (60) days following such termination.
Automobile Allowance . During the Term, the Corporation will provide the Executive with a monthly allowance to cover expenses incurred with the Executive’s lease of an automobile.
Other Benefits . In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4 , the Executive shall be eligible to participate in such other executive compensation and retirement plans of the Corporation as are applicable generally to other executive officers, and in such welfare plans, programs, practices and policies of the Corporation as are generally applicable to other executive officers, unless such participation would duplicate, directly or indirectly, benefits already accorded to the Executive. To the extent that the Corporation no longer maintains the group health plan in which Executive was participating on May 1, 2014 and Executive elects not to participate in any other group health plan sponsored or maintained by the Corporation, he will receive a cash payment in lieu of such benefits in an amount equal to the cost that the Corporation would otherwise have incurred to provide such benefits to the Executive, but in any event not to exceed $2,000 per month.
PAYMENTS UPON TERMINATION
Termination without Cause or Termination by Executive for Good Reason (as defined below) . If the Executive’s employment is terminated by the Corporation without Cause (but not including due to death or Disability) or terminated by the Executive for Good Reason during the Term of this Agreement, the Executive shall be entitled to the following:
Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
any accrued but unpaid PTO through the date of termination;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan;
any expenses owed to the Executive under Sections 4(d) , or 4(e) ;
any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year;
all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting shall become fully vested and, in the case of stock options, exercisable in full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment;
the treatment of all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting shall be determined in accordance with the long-term incentive plan, and any other plans, pursuant to which such awards were granted and the applicable award agreement;
continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and
a series of semi-monthly severance payments for twenty-four (24) months (the “Severance Period”), each in an amount equal to one-twenty fourth (1/24th) of the sum of (A) the Executive’s Base Compensation, as in effect on the date of termination, and (B) the Executive’s target annual cash bonus opportunity at the time of termination, to be paid in accordance with the Corporation’s normal payroll practices.
Notwithstanding anything in the long-term incentive plan, and any other plans, pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, the payments set forth in subsections (vi), (vii), (viii), (ix) and (x) are subject to (a) a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (60) days following the date of such termination, and (b) the Executive’s compliance with the restrictive covenants set forth in Sections 9 and 10 below during the Severance Period (the “Severance Requirement”). Notwithstanding anything in the 2016 Long-Term Incentive Plan, any other plans pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, upon any violation of the Severance Requirement during the Severance Period, all post-employment compensation set forth in subsections (vi), (vii), (viii), (ix) and (x) above shall immediately stop and the Executive shall be obligated to return to the Corporation any post-employment compensation previously paid or otherwise provided to the Executive. The pro-rated bonus payable pursuant to subsection (vi) shall be paid in accordance with the provisions of Section 3(b) after the Compensation Committee has approved bonuses payable for the year. All payments to be made or settlements to occur pursuant to subsection (vii) and (viii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). The payments set forth in subsection (x) shall commence on the 60 th day following the day of such termination.
All payments required to be made pursuant to subsections (i), (ii), (iii), and (v) shall be made to the Executive within sixty (60) days following the date of such termination and within any shorter time period required by law.
For purposes of this Agreement, “Cause” shall mean: (1) any action by the Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud, misappropriation of corporate assets or a breach of the covenants set forth in Section 9 or 10 herein; (2) the Executive being convicted of a felony; (3) the Executive being convicted of any crime or offense that is not a felony but was (x) committed in connection with the performance of his duties hereunder or (y) involved moral turpitude; or (4) the intentional and willful failure by the Executive to substantially perform his duties hereunder as directed by the Board (other than any such failure resulting from the Executive’s incapacity due to physical or mental disability) after a demand for substantial performance is made by the Board. A termination of employment shall not be deemed for Cause unless and until (x) there shall have been delivered to the Executive a notice describing in reasonable detail the particulars giving rise to a termination for Cause, and (y) in the case of termination pursuant to clause (4) above, if no cure has occurred by the fifteenth (15 th ) day after notice was given.
For purposes of this Agreement, “Good Reason” shall mean: (1) the assignment of Executive to a position other than the Chief Executive Officer of the Corporation during the Term; (2) the assignment of duties materially inconsistent with such position if such change in assignment constitutes (x) a material diminution in the Executive’s total compensation opportunity, authority, duties or responsibilities; (y) a change in the reporting structure such that the Executive is directed to report to anyone other than the Corporation’s Board; or (3) a material breach by the Corporation of this Agreement; provided, however, Executive must not have consented to any such act or omission that could give rise to a claim for “Good Reason”, the Executive must have notified the
Corporation in writing within the first thirty (30) days following the occurrence of any of the foregoing events and the Corporation must have failed to substantially cure such breach within thirty (30) days following its receipt of such notice from the Executive; and provided further, the Executive must have resigned under this paragraph within ninety (90) days following the occurrence of the event. Notwithstanding the foregoing, any transfer of responsibilities in connection with succession planning and leadership transition shall in no event constitute Good Reason for purposes of this Agreement.
Disability . The Corporation shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, and the permanence and degree of which shall be supported by medical evidence satisfactory to the Committee (“Disability”). Upon such termination, the Executive shall be entitled to the following:
Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
any accrued but unpaid PTO through the date of termination;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan;
any expenses owed to the Executive under Sections 4(d) , or 4(e) ;
any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date, payable at the time that the Corporation pays bonuses to its executive officers for such year; and
the treatment of all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards (whether subject to time-based vesting or performance-based vesting) shall be determined in accordance with the long-term incentive plan, and any other plans, pursuant to which such awards were granted and the applicable award agreement.
All payments required to be made pursuant to subsections (i), (ii), (iii) and (v) shall be made to the Executive within sixty (60) days following the date of such termination and within any shorter time period required by law. The pro-rated bonus payable pursuant to subsection (vi) shall be paid in accordance with the provisions of Section 3(b) after the Compensation Committee has approved bonuses payable for the year.
Termination for Cause . If the Executive’s employment is terminated by the Corporation for Cause, the Executive shall be entitled to the following:
Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
any accrued but unpaid PTO through the date of termination;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; and
any expenses owed to the Executive under Section 4(d) .
All payments required to be made pursuant to subsections (i), (ii), (iii) and (v) shall be made to the Executive within sixty (60) days following the date of such termination and within any shorter time period required by law.
Voluntary Termination or Resignation by the Executive . If the Executive voluntarily terminates (but not by reason of expiration of the Term) or resigns his employment other than for Good Reason, the Executive shall be entitled to the following:
Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
any accrued but unpaid PTO through the date of termination;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; and
any expenses owed to the Executive under Section 4(d) .
All payments required to be made pursuant to subsections (i), (ii), (iii) and (v) shall be made to the Executive within sixty (60) days following the date of such termination and within any shorter time period required by law.
Termination upon Expiration of the Term . If the Executive’s employment terminates as a result of the expiration of the Term of this Agreement, the Executive shall be entitled to the following:
Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
any accrued but unpaid PTO through the date of termination;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan; and
any expenses owed to the Executive under Sections 4(d) , or 4(e) .
All payments required to be made pursuant to subsections (i), (ii), (iii) and (v) shall be made to the Executive within sixty (60) days following the date of such termination and within any shorter time period required by law.
Cooperation . The parties agree that certain matters in which the Executive will be involved during the Term of this Agreement may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Corporation in connection with matters arising out of the Executive’s service to the Corporation; provided that, the Corporation shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Corporation shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.
CHANGE IN CORPORATE CONTROL
If at any time upon, or during the period of twenty-four (24) consecutive months following, the occurrence of a Change in Corporate Control (as defined below), and during the Term of this Agreement, the Executive is involuntarily terminated (other than for Cause), or resigns his employment for Good Reason, the Executive shall be entitled to the following:
Base Compensation accrued through the date of termination, based on the number of days in such year that had elapsed as of the termination date;
any accrued but unpaid PTO pay through the date of termination;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the termination date;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan;
any expenses owed to the Executive under Sections 4(d) , or 4(e) ;
the pro-rated portion of the target annual bonus that the Executive would have earned for the year in which the termination occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the termination date;
all of Executive’s outstanding stock options, restricted stock or other equity awards with time-based vesting shall become fully vested and, in the case of stock options, exercisable in full, and the Executive shall have the right to exercise such stock options during a period of ninety (90) days following the termination of employment, unless otherwise expressly provided in the applicable award agreement;
all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards with performance-based vesting shall become vested based upon a determination of actual level of achievement of performance goals by the Compensation Committee of the Board as of immediately prior to the occurrence of the Change of Corporate Control or as otherwise expressly provided in the applicable award agreements;
continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period; and
a lump sum severance payment equal to the present value of a series of monthly severance payments for thirty-six (36) months, each in an amount equal to one-twelfth (1/12th) of the sum of (A) the Executive’s Base Compensation, as in effect at the time of the Change in Corporate Control, and (B) the average of annual bonuses paid to the Executive for the last three (3) fiscal years of the Corporation ending prior to the Change in Corporate Control. Such present value shall be calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported in The Wall Street Journal (or similar publication) on the date of the Change in Corporate Control. For purposes of this subsection (ix), the amount of any annual bonus paid for a portion of a fiscal year shall be annualized.
Notwithstanding anything in the long-term incentive plan, and any other plans, pursuant to which any equity awards are granted, or any applicable equity award agreements to the contrary, the payments set forth in subsections (vi), (vii), (viii), (ix) and (x) are subject to a waiver and general release of claims in favor of the Corporation, in a form and manner satisfactory to the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (60) days following the date of such termination. All payments to be made or settlements to occur pursuant to subsections (vii) and (viii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). All payments required to be made pursuant to subsections (i), (ii), (iii), (v), (vi) and (x) shall be made within sixty (60) days following the date of such termination and within any shorter time period required by law. Notwithstanding the foregoing, the severance payment under this Section shall be payable on a monthly basis instead of a lump sum if the “Change in Corporate Control” does not constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5) and shall in any event comply with the provisions of Section 8 .
For purposes of this Agreement, a “Change in Corporate Control” shall have the meaning set forth in the Corporation’s 2016 Long-Term Incentive Plan.
Notwithstanding anything else in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by the Corporation to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (together, the “Payments”) would constitute “parachute payments” within the meaning of Section 280G of the Code, then the Payments shall be payable either in (i) full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to the excise tax imposed under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent Tax Advisor”) selected by the Corporation. In the event that the Payments are to be reduced pursuant to this Section 6(c) , such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this Section 6(c) is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and (iii) then by reducing or eliminating the portion of such Payments (whether or not payable
in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any successor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the transaction constituting a change in ownership of the Corporation within the meaning of Section 280G of the Code. Any reductions made pursuant to this Section 6(c) shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.
If any dispute arises between the Corporation (or any successor) and the Executive regarding Executive’s right to payments under this Section, the Executive shall be entitled to recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the reimbursement of any attorneys fees and costs: (i) the attorneys fees and costs must be incurred by the Executive within five years following the date of the Executive’s termination or resignation; (ii) the attorneys fees and costs shall be paid by the Corporation by the end of the taxable year following the year in which the attorneys fees and costs were incurred; (iii) the amount of any attorneys fees and costs paid by the Corporation in one taxable year shall not affect the amount of any attorneys fees and costs to be paid by the Corporation in any other taxable year; and (iv) the Executive’s right to receive attorneys fees and costs may not be liquidated or exchanged for any other benefit.
DEATH
If the Executive dies during the Term of this Agreement, the Corporation shall pay to the Executive’s estate the following:
Base Compensation accrued through the date of death, based on the number of days in such year that had elapsed as of the date of death;
any accrued but unpaid PTO through the date of death;
any bonuses earned but unpaid with respect to fiscal years or other completed bonus periods preceding the date of death;
any nonforfeitable benefits payable to the Executive under the terms of any deferred compensation, incentive or other benefit plans maintained by the Corporation, payable in accordance with the terms of the applicable plan;
any expenses owed to the Executive under Sections 4(d) , or 4(e) ;
any pro-rated portion of the annual bonus that the Executive would have earned for the year in which the death occurs (if he had remained employed for the entire year), based on the number of days in such year that had elapsed as of the date of death), payable at the time that the Corporation pays bonuses to its executive officers for such year; and
the treatment of all of Executive’s outstanding stock options, restricted stock, restricted stock units or other equity awards (whether subject to time-based vesting or performance-based vesting) shall be determined in accordance with the long-term incentive plan, and any other plans, pursuant to which such awards were granted and the applicable award agreement.
All payments required to be made pursuant to subsections (i), (ii), (iii) and (v) shall be made to the estate within sixty (60) days following the date of death and within any shorter time period required by law. All payments to be made pursuant to subsection (vii) (excluding stock options) shall be made to the Executive on the first business day following the date that is sixty (60) days following the date of such termination (except as otherwise expressly provided in the applicable award agreement). The pro-rated bonus shall be paid in accordance with the provisions of Section 3(b) after the Compensation Committee has approved bonuses payable for the year.
WITHHOLDING AND SECTION 409A COMPLIANCE
The Corporation shall, to the fullest extent not prohibited by law, have the right to withhold and deduct from any payment hereunder any federal, state or local taxes of any kind required by law to be withheld with respect to any such payment.
This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption thereunder, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are intended to be exempt from Section 409A of the Code to the maximum extent possible, under the separation pay exemption, as short-term deferrals, or otherwise. For purposes of Section 409A of the Code, each installment payment provided under this Agreement
shall be treated as a separate payment. In the event the terms of this Agreement would subject the Executive to additional income taxes, interest or penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to Executive’s “termination,” “termination of employment,” or similar phrases, such term shall be deemed to refer to the Executive’s “separation from service” (as defined in Section 409A of the Code). Notwithstanding any other provision in this Agreement, including but not limited to Sections 5 and 6 , if the Executive is a “specified employee” (as defined in Section 409A(a)(2)(b)(i)), then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service, and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the first day of the first calendar month beginning at least six months following the date of termination, or, if earlier, within ninety (90) days following the Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of all expense reports reasonably required by the Corporation under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.
PROTECTION OF CONFIDENTIAL INFORMATION
The Executive hereby agrees that, during his employment with the Corporation and thereafter, he shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (defined below). The Executive further agrees that, upon the date of the Executive’s termination, all Confidential Information in his possession that is in written or other tangible form shall be returned to the Corporation and shall not be retained by the Executive or furnished to any third party, in any form except as provided herein. Notwithstanding the foregoing, this Section 9 shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to the Executive, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Corporation by the Executive, (iii) is lawfully disclosed to the Executive by a third party, or (iv) is required to be disclosed by law or by any court, arbitrator or administrative or legislative body with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information. As used in this Agreement, Confidential Information means, without limitation, any non-public confidential or proprietary information disclosed to Executive or known by the Executive as a consequence of or through the Executive’s relationship with the Corporation, in any form, including electronic media. Confidential Information also includes, but is not limited to the Corporation’s business plans and financial information, marketing plans, and business opportunities. Nothing herein shall limit in any way any obligation the Executive may have relating to Confidential Information under any other agreement or promise to the Corporation.
The Executive specifically acknowledges that all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Executive and whether compiled by the Corporation, and/or the Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Corporation to maintain the secrecy of such information, that such information is the sole property of the Corporation and that any retention and use of such information by the Executive during his employment with the Corporation (except in the course of performing his duties and obligations to the Corporation) or after the termination of his employment shall constitute a misappropriation of the Corporation’s trade secrets.
The Executive agrees that Confidential Information gained by the Executive during the Executive’s association with the Corporation, has been developed by the Corporation through substantial expenditures of time, effort and money and constitute valuable and unique property of the Corporation. The Executive recognizes that because his work for the Corporation will bring him into contact with confidential and proprietary information of the Corporation, the restrictions of this Section 9 are required for the reasonable protection of the Corporation and its investments and for the Corporation’s reliance on and confidence in the Executive. The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Corporation’s business that the Executive not compete with the Corporation during his employment with the Corporation and not compete with the Corporation for a reasonable period thereafter, as further provided in the following Section.
COVENANT NOT TO COMPETE
The Executive hereby agrees that he will not, either during the Term or at all times until one year from the time his
employment ceases, or, if later, during any period in which he is receiving any severance or change in control payments under Sections 5(a) or 6 (the “Restricted Period”), engage in the (i) ownership or operation of Health Care Facilities (defined below); (ii) investment in or lending to Health Care Facilities; (iii) management of Health Care Facilities; or (iv) provision of any planning, development or executive services for Health Care Facilities. “Health Care Facilities” means any senior housing facilities, facilities used or intended for the delivery of health care services, active adult communities, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, medical office buildings and/or hospitals. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities.
During the Restricted Period, Executive will be prohibited, to the fullest extent allowed by applicable law, from directly or indirectly, individually or on behalf of any person or entity, encouraging, inducing, attempting to induce, recruiting, attempting to recruit, soliciting or attempting to solicit or participating in the recruitment for employment, contractor or consulting opportunities anyone who is employed at that time by the Corporation or any subsidiary or affiliate.
During his employment with the Corporation and thereafter, Executive will not make or authorize anyone else to make on Executive’s behalf any disparaging or untruthful remarks or statements, whether oral or written, about the Corporation, its operations or its products, services, affiliates, officers, directors, employees, or agents, or issue any communication that reflects adversely on or encourages any adverse action against the Corporation. Executive will not make any direct or indirect written or oral statements to the press, television, radio or other media or other external persons or entities concerning any matters pertaining to the business and affairs of the Corporation, its affiliates or any of its officers or directors.
While employed by the Corporation and during the Restricted Period, the Executive will communicate the contents of this Section 10 to any person, firm, association, partnership, corporation or other entity that the Executive intends to be employed by, associated with, or represent.
INJUNCTIVE RELIEF
The Executive acknowledges and agrees that it would be difficult to fully compensate the Corporation for damages resulting from the breach or threatened breach of the covenants set forth in Sections 9 and 10 of this Agreement and accordingly agrees that the Corporation shall be entitled to temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the need to post any bond, to enforce such provisions in any action or proceeding instituted in the United States District Court for the Northern District of Ohio or in any court in the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive relief shall not, however, diminish the Corporation’s right to claim and recover damages.
NOTICES
All notices or communications hereunder shall be in writing and sent by overnight courier, certified mail, or registered mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):
If to the Corporation:
Welltower Inc.
4500 Dorr Street
Toledo, OH 43615
Attention: General Counsel
If to the Executive, at the address on file with the Corporation’s Human Resources department.
The actual date of mailing, as shown by a mailing receipt therefor, shall determine the time at which notice was given.
SEPARABILITY
If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.
It is expressly understood and agreed that although the parties consider the restrictions contained in this Agreement to be
reasonable, if a court determines that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction on the activities of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such extent as such court may judicially determine or indicate to be reasonable.
ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Corporation, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by the Executive.
ENTIRE AGREEMENT
This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Corporation and the Executive (including the Prior Employment Agreement). The Agreement may be amended at any time by mutual written agreement of the parties hereto.
GOVERNING LAW AND ARBITRATION
This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Ohio, without regard to principles of conflicts of laws.
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes. Any arbitral award determination shall be final and binding upon the parties. Judgment may be entered in any court having jurisdiction. Notwithstanding the foregoing, the Corporation shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of Sections 9 or 10 hereof.
SURVIVAL
Subject to any limits on applicability contained therein, Sections 9 through 11 and Section 16 hereof shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Term or this Agreement.
IN WITNESS WHEREOF , the Corporation has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, as of the day and year first above written.
WELLTOWER INC. |
|
|
|
By: |
/s/ Matthew McQueen |
Name: |
Matthew McQueen |
Title: |
Senior Vice President – General Counsel and Corporate Secretary |
|
|
EXECUTIVE: |
|
|
/s/ Thomas J. DeRosa |
Thomas J. DeRosa |
EXHIBIT 10.8
EXECUTIVE RETIREMENT AGREEMENT
THIS EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made by and between Welltower Inc., together with its affiliates, subsidiaries, divisions, joint ventures, predecessors, successors and assigns (the “Company”) and Jeffrey H. Miller on behalf of himself and his heirs, executors, administrators, successors, and assigns (collectively referred to herein as “Employee”) (the Company and Employee shall be collectively referred to herein as “Parties”).
RECITALS
WHEREAS , Employee was employed by the Company subject to an employment contract dated December 29, 2008 (the “Employment Agreement”);
WHEREAS , the current term of the Employment Agreement expires on January 31, 2019 (as defined in the Employment Agreement);
WHEREAS , Employee decided to voluntarily retire from Employee’s employment with the Company effective January 31, 2017 (the “Retirement Date”) ;
WHEREAS , in consideration for Employee’s execution and non-revocation of this Agreement, the Company shall pay to the Employee the payments described in that certain letter between Employee and the Company re: Employee’s retirement dated February 10, 2017 (the “Retirement Letter”) and set forth herein;
WHEREAS , Employee is bound by the confidentiality and restrictive covenant provisions contained in Sections 9 and 10 of the Employment Agreement ; and
WHEREAS , Employee elects to receive separation pay and other benefits under this Agreement under the terms and conditions set forth below.
NOW THEREFORE , in consideration of the mutual promises set forth herein, the Parties hereby agree as follows:
The above recitals are hereby incorporated into this Agreement.
e. Release of Unknown Claims . Employee intends that this release of claims cover all claims described in Paragraph 5(a) above whether or not known to Employee. Employee further recognizes the risk that, subsequent to the execution of this Agreement, Employee may incur loss, damage or injury which Employee attributes to the claims encompassed by this release. Employee also expressly waives and relinquishes, to the fullest extent permitted by law, any and all rights he may have under California Civil Code Section 1542, or the comparable provisions of the laws of any other jurisdiction, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud.
Employee affirms that all of the Company’s decisions regarding Employee’s pay and benefits through the date of Employee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.
Employee hereby represents and warrants he has not breached any of his obligations under Section 10 of his Employment Agreement.
7. Non-Competition, Non-Solicitation and Non-Disclosure.
a. As the Company’s Executive Vice President and Chief Operating Officer, as well as through other positions the Employee may have held with the Company and its affiliates, the Employee has obtained extensive and valuable knowledge and
information concerning the Company’s business (including confidential information relating to the Company and its operations, intellectual property, assets, contracts, customers, personnel, plans, marketing plans, research and development plans and prospects), the Employee acknowledges and agrees that it would be impossible for the Employee to work as an employee, consultant or advisor in any business which competes with the Company in the business of (i) ownership or operation of Health Care Facilities (defined below); (ii) investment in or lending to health care related enterprises (including, without limitation, owners or developers of Health Care Facilities); (iii) management of Health Care Facilities; or (iv) provision of any planning or development services for Health Care Facilities (individually, and in the aggregate, the “Company Business”), without inevitably disclosing confidential and proprietary information belonging to the Company. Accordingly, the Employee will not, for a period beginning on the Effective Date of this Agreement and ending December 31, 2017 (the “Restricted Period”), engage in any business activities on behalf of any enterprise anywhere in the world which competes with the Company in the Company Business other than an Excluded Enterprise (defined below). “Health Care Facilities” means any senior housing facilities or facilities used or intended primarily for the delivery of health care services, including, without limitation, any active adult communities, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, medical office buildings, hospitals of any kind, or any similar types of facilities or projects. An “Excluded Enterprise” means Miller Diversified, Inc., Kingston Healthcare Company and any of their subsidiaries. The Employee will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded company engaged in a competitive business shall not be deemed to be engaging in competitive business activities. During the Restricted Period, Employee may direct any questions regarding this Paragraph 7 to the Company’s General Counsel.
To assist the Company in its reasonable enforcement of this provision, during the Restricted Period, Employee will provide the Company with written notice at least five (5) business days prior to accepting any employment or engagement as a consultant or contractor with a third party. Such notice will include, at a minimum, the name and a description of the business of the prospective employer or engaging entity, as well as the proposed title and responsibilities of Employee.
b. Employee shall not, during the Restricted Period, to the fullest extent allowed by
applicable law, directly or indirectly, hire, solicit, induce, recruit or encourage any of the Company’s employees or consultants to leave their employment or consulting relationship with the Company for other employment or consulting, including employment or consulting that is competitive with the Company.
c. Employee understands and agrees that during the course of his employment with the Company, Employee had access, in a position of trust and as a fiduciary, to proprietary and/or confidential information of the Company. Employee agrees that Employee will not, at any time, disclose, divulge, transfer or provide access to, or use for the benefit of, any third party outside the Company (or any Company Released Party), any Proprietary Information of the Company without prior authorization of the Company. “Proprietary Information” shall mean any and all information or material of the Company and/or any Company Released Party which is not generally available to or used by others, or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, including, without limitation: (i) information or material relating to the Company and/or any Company Released Party and its business as conducted or anticipated to be conducted; target clients, investment criteria, business or strategic plans; operations; past, current or anticipated investments, acquisitions, developments, services, products or software; customers or prospective customers; underwriting, capital or analytical models or protocols; relations with business partners or prospective business partners; or research, development, property management, investment, purchasing, accounting, or marketing activities; (ii) information or material relating to the Company’s and/or any of Company Released Party’s properties, facilities, improvements, investments, discoveries, “know-how,” energy programs, technological developments, or unpublished writings or other works of authorship, or to the materials, contacts, techniques, processes, plans or methods used in the origination, development, management or marketing of the Company’s and/or any Company Released Party’s facilities, properties, investments, services, products or software; (iii) information on or material relating to the Company and/or any Company Released Party which when received is marked as “proprietary,” “private,” or “confidential” or which a reasonable person would recognize as proprietary, private or confidential; (iv) trade secrets of the Company and/or any Company Released Party; (v) information regarding the Company’s transactions, transaction structures, relationships, customers and clients; (vi) software of the Company and/or any Company Released Party in various stages of development, software designs, web-based solutions, specifications, programming aids, programming languages, interfaces, visual displays, technical documentation, user manuals, data files and databases of the Company and/or any Company Released Party; and (vii) any similar information of the type described above which the Company and/or any Company Released Party obtained from another party and which the Company and/or the Company Released Party treats as or designates as being proprietary, private or confidential, whether or not owned or developed by the Company and/or the Company Released Party. Notwithstanding the foregoing, “Proprietary Information” does not include any information which is properly published or in the public domain; provided, however, that information which is published by or with the aid of Employee outside the scope of employment or contrary to the requirements of this Agreement will not be considered to have been properly published, and therefore will not be in the public domain for purposes of this Agreement.
d. Employee acknowledges and agrees that the provisions of this paragraph of the Agreement are reasonable and appropriate in all respects, and in the event of any violation by Employee of any such provisions, the Company would suffer irreparable harm and its remedies at law would be inadequate. Accordingly, in the event of any violation or attempted violation of any such provisions by Employee, the Company shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief. Employee agrees to indemnify and hold the Company harmless from and against any and all loss, cost, damage, or expense, including without limitation, attorneys’ fees that arise out of any breach by Employee of this Agreement. All rights and remedies of the Company under this Agreement are cumulative and in addition to all other rights and remedies which may be available to the Company from time to time, under any other agreement, at law, or in equity.
e. The Parties agree that if the scope and enforceability of any covenant contained within this Paragraph 7 is in anyway disputed, a court of competent jurisdiction (as described in Paragraph 15, below) may modify and enforce the covenant to the extent that the court determines that the covenant is reasonable under the circumstances existing at that time.
8. Non-Disparagement. Employee agrees that he will not make or direct anyone else to make on Employee’s behalf any disparaging or untruthful remarks or statements, whether oral or written, about the Company, its strategies, clients, operators and tenants, its operations or its products, services, affiliates, officers, directors, employees, or agents (collectively the “ Group ” and individually a “ Group Member ”), or issue any communication that reflects adversely on or encourages any adverse action against the Group or any Group Member. Employee will not make any direct or indirect written or oral statements to the press, television, radio or other media or other external persons or entities concerning any matters pertaining to the business and affairs of the Group or any Group Member. The Company agrees not to make, and shall direct its officers and senior executives not to make on its behalf, any disparaging or untruthful remarks or statements about Employee’s employment with the Company following the Retirement Date. The restrictions described in this paragraph shall not apply to any truthful statements made in response to a subpoena or other compulsory legal process or to law enforcement or other governmental authorities.
To the extent inquiries regarding the Employee’s employment with the Company are directed to Christy Contardi Stone, the Company’s Senior Vice President – Human Capital & Strategic Initiatives, prospective employers will be provided the dates of the Employee’s employment, his last salary, his position with the Company and a form of recommendation in a form agreed to by the Parties.
9. Cooperation after Retirement . Employee agrees to give prompt written notice to the Company of any claim or injury relating to the Company, and to fully cooperate in good faith and to the best of Employee’s ability with the Company in connection with all pending, potential or future claims, investigations or actions that directly or indirectly relate to any transaction, event or activity about which the Employee may have knowledge because of Employee’s employment with the Company, as long as such cooperation is scheduled by the Company, to the extent possible, to require only occasional efforts and to not conflict with any future employment. Such cooperation shall include all assistance that the Company, its counsel, or its representatives may reasonably request, including reviewing and interpreting documents, meeting with counsel, providing factual information and material, and appearing or testifying as a witness, as long as the Company provides legal representation. The Company agrees to make every reasonable effort to provide Employee with reasonable notice in the event his participation is required and to reimburse Employee for reasonable out-of-pocket costs incurred by Employee as the direct result of his participation, provided that such out-of-pocket costs are supported by appropriate documentation and have prior authorization of the Company.
11. Code Section 409A. To the extent applicable, it is intended that this Agreement comply with or, as applicable, constitute a short-term deferral or otherwise be exempt from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”). This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Employee and the Company agree that this termination of employment shall be considered a “separation from service” from the Company within the meaning of Section 409A. If Employee is deemed on the date of separation from service to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-l(i)), then with regard to any payment that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment shall not be made prior to the earlier of (a) the expiration of the six (6)-month period measured from the date of separation from service and (b) the date of Employee’s death. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. Any reimbursement or advancement payable to Employee pursuant to this
Agreement shall be conditioned on the submission by Employee of all expense reports reasonably required under any applicable expense policy. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar years shall not affect the amount of expenses eligible for reimbursement, on in-kind benefit provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.
12. Consequences of Breach . Employee acknowledges and agrees that in the event he should breach or violate any provision of this Agreement, including but not limited to the obligations of confidentiality, non-disparagement, non-solicitation and non-competition, Employee shall be subject to legal action for such breach or violation and may be held liable to the Company and/or one or more of the Company Released Parties for contractual and/or other legal or equitable remedies. Without limiting the remedies available to the Company and/or one or more of the Company Released Parties as set forth in the preceding sentence, Employee shall be obligated to return all consideration provided under Paragraphs 2 and 3 of this Agreement.
13. Successors and Assigns. This Agreement will inure to the benefit of successors and assigns of the Company. Notwithstanding anything contained in this Agreement to the contrary, the Company may assign this Agreement and its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its assets or business, whether by merger, consolidation or otherwise. Such assignment includes the assignment of rights and contractual duties. Employee does not have any right to assign Employee’s rights or delegate Employee’s obligations under this Agreement to anyone.
14. Arbitration . Subject to Paragraph 7 hereof, all claims, disputes, questions, or controversies arising out of or relating to this Agreement and Employee’s employment hereunder, including without limitation the construction or application of any of the terms, provisions, or conditions of this Agreement and any claims for any alleged discrimination, harassment, or retaliation in violation of any federal, state or local law, will be resolved exclusively in final and binding arbitration held under the auspices of the American Arbitration Association (“AAA”) in accordance with AAA’s then current Employment Arbitration Rules, or successor rules then in effect. The arbitration will be held in Toledo, Ohio and will be conducted and administered by AAA or, in the event AAA does not then conduct arbitration proceedings, a similarly reputable arbitration administrator. Employee and the Company will select a mutually acceptable, neutral arbitrator from among the AAA panel of arbitrators. Except as provided by this Agreement, the Federal Arbitration Act will govern the administration of the arbitration proceedings. The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Ohio, or federal law, if Ohio law is preempted, and the arbitrator is without jurisdiction to apply any different substantive law. Employee and the Company will each be allowed to engage in adequate discovery, the scope of which will be determined by the arbitrator consistent with the nature of the claim[s] in dispute. The arbitrator will have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and will apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator will render a written award and supporting opinion that will set forth the arbitrator’s findings of fact and conclusions of law. Judgment upon the award may be entered in any court of competent jurisdiction. The Company will pay the arbitrator’s fees, as well as all administrative fees, associated with the arbitration. Each party will be responsible for paying its own attorneys’ fees and costs (including expert witness fees and costs, if any), provided, however, that the arbitrator may award attorney’s fees and costs to the prevailing party, except as prohibited by law. The existence and subject matter of all arbitration proceedings, including, any settlements or awards there under, shall remain confidential. In entering into this Agreement, both parties are waiving the right to a trial by judge or jury.
15. Governing Law and Interpretation . This Agreement shall be governed and conformed in accordance with the laws of Ohio without regard to its conflict of laws provisions. In the event of a breach of any provision of this Agreement, either Party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Employee agrees that, in connection with any action, suit or other proceeding in connection with, arising out of or relating to this Agreement all disputes shall be exclusively resolved by courts of competent jurisdiction sitting in Lucas County, Ohio, or the United States District Court for the Northern District of Ohio, as may be appropriate. Employee hereby: (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Employee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
16. Severability. Should any provision of this Agreement (other than the provisions of Paragraph 7, which shall be governed by the reformation provisions of Paragraph 7(e) be declared illegal or unenforceable by any court of competent jurisdiction and should such provision be unable to be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
17. Nonadmission of Wrongdoing . The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by any Company Released Party of wrongdoing or evidence of any liability or unlawful conduct of any kind.
18. Amendment . This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
19. Miscellaneous .
a. This Agreement may be signed in counterparts, both of which shall be deemed an original, but both of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail shall have the same effect as the original signature.
b. The section headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof.
c. If Employee or the Company fails to enforce this Agreement or to insist on performance of any term, that failure does not mean a waiver of that term or of the Agreement. The Agreement remains in full force and effect.
20. Entire Agreement . This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, with the exception of the Employment Agreement, which is incorporated herein by reference, to the extent it does not conflict with the language in this Agreement. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
21. Legal Fees . The Company shall reimburse Employee up to $20,000, in the aggregate, for Executive’s reasonable attorney’s fees and expenses incurred in connection with negotiating and documenting this Agreement. The Company will provide such reimbursements no later than ninety days (90) days following the Company’s receipt of supporting documentation of incurrence of these expenses, but in any event no later than the end of the calendar year following the calendar year in which those expenses were incurred and otherwise in compliance with Section 409A of the Code.
22. Joint Participation and Negotiation of Agreement . Each party has had the opportunity to obtain the advice of legal counsel and to review, comment upon, and negotiate this Agreement. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Agreement shall be construed in light of the fact that the Parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against any one party and in favor of the other.
23. Taxes and Other Withholdings . Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes and other amounts that are required to be withheld by applicable laws or regulations, and the withholding of any amount shall be treated as payment thereof for purposes of determining whether Employee has been paid amounts to which he is entitled. Employee acknowledges that (i) the Company has made no representation to Employee as to the tax treatment of any compensation or benefits to be paid to Employee under this Agreement and (ii) the Company has no obligation to “gross-up” any amount payable to Employee under this Agreement for taxes payable by Employee thereon.
24. Review and Revocation of Agreement . Employee acknowledges and agrees: (i) that he has been advised to consult an attorney regarding this Agreement and the releases set forth herein before executing this Agreement; (ii) that he was given 21 days to review and consider signing this Agreement, although he may, at his discretion, knowingly and voluntarily, sign and return the Agreement at any earlier time, but Employee may not sign and return the Agreement until on or after the Retirement Date; (iii) that modification of this Agreement does not restart this 21 day consideration period; (iv) that he is waiving rights or claims which may be waived by law in exchange for consideration which is not otherwise due to Employee, including claims and rights under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), and as otherwise described in this Agreement; (v) that rights or claims that may arise after the date this Agreement is executed, including those arising under the ADEA, are not waived by this Agreement; (vi) that at any time within 7 days after signing this Agreement, he may revoke the Agreement; and (vii) that this Agreement is not enforceable until the revocation period has passed without a revocation.
To revoke this Agreement, Employee must send a written statement of revocation delivered by certified mail to Welltower Inc., Attn: Chief Executive Officer, 4500 Dorr Street, Toledo, OH 43615. This revocation must be received no later than the seventh (7th) day following Employee’s execution of this Agreement.
EMPLOYEE, FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST EACH AND EVERY COMPANY RELEASED PARTY AS OF THE DATE OF EXECUTION OF THIS AGREEMENT.
25. Counterparts . This Agreement may be executed in counterparts and delivered by means of facsimile or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.
[ Signature Page Follows ]
The Parties knowingly and voluntarily sign this Executive Retirement Agreement as of the date(s) set forth below:
Welltower Inc.
By: /s/ Jeffrey H. Miller By: /s/ Matthew McQueen
Jeffrey H. Miller Name: Matthew McQueen
Title: Senior Vice President, General Counsel
and Corporate Secretary
Date: February 16, 2017 Date: February 16, 2017
EXHIBIT 10.10
SEPARATION AGREEMENT
This Separation Agreement (this “Agreement”) is made as of February 6, 2017 by and between Scott M. Brinker (“Executive”) and Welltower Inc., a Delaware corporation (the “Company”).
WHEREAS, Executive and the Company entered into the Employment Agreement, dated March 11, 2013 (the “Employment Agreement”) and Executive has served as the Company’s Executive Vice President and Chief Investment Officer;
WHEREAS, Executive’s employment with the Company terminated on January 3, 2017 (the “Termination Date”); and
WHEREAS, the Company and Executive desire to set forth the terms and conditions of Executive’s separation and wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any Company Released Party as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties agree with each other as follows:
a. Executive’s last day of employment with the Company is the Termination Date. Effective as of the Termination Date, Executive also hereby resigns all other positions Executive holds (i) with the Company, (ii) with any of the Company’s direct and indirect subsidiaries and/or affiliates, or (iii) with any other organization as to any position held at the request of, as a representative of, or for the benefit of the Company. Executive agrees to take any additional necessary steps and sign any additional documentation that may be requested by the Company in order to give full effect or confirmation of such resignations.
b. The Employment Agreement terminated as of the Termination Date.
c. Executive acknowledges and agrees that no action taken by the Company pursuant to, or otherwise consistent with, this Agreement will constitute “Good Reason” as defined in the Employment Agreement.
d. As of the Termination Date, Executive will have no authority or power to bind the Company or to represent the Company in relation to third parties or to represent to third parties that Executive has authority or power to bind the Company or represent the Company.
2. PAYMENTS UPON TERMINATION . In consideration of Executive’s execution of this Agreement, the Company agrees as follows:
a. Wages . On the next regularly scheduled pay date following the Termination Date, or sooner if state or local law requires, Executive received any unpaid base salary accrued though the Termination Date and any accrued, unused vacation or paid time off due through the Termination Date, less applicable deductions and withholdings.
b. Bonus . The Company agrees to pay Executive an annual bonus for 2016. The portion of Executive’s bonus with respect to corporate performance will be paid based on the same performance level as other executives of the Company (currently estimated at 16.125% between target and high, resulting in a payout of $654,257). The portion of Executive’s bonus with respect to individual performance will be paid at target level ($218,052) and is subject to Executive’s execution of this Agreement. Executive’s total 2016 bonus is estimated to be $872,282. Any annual bonus earned by Executive shall be paid to Executive in a lump sum, less applicable deductions, on the date on which other executives of the Company are paid annual bonuses for 2016, but no later than March 15, 2017.
c. Accrued Benefits . Any nonforfeitable benefits payable to Executive under the terms of any deferred compensation, incentive or other benefits plan maintained by the corporation shall be payable in accordance with the terms of the applicable plan.
d. Equity . All stock options, restricted stock or other equity-based awards with time-based vesting granted to Executive under any deferred compensation, incentive or other benefit plan maintained by the Company shall become fully vested immediately after the Termination Date, and in the case of stock options, exercisable in full for a period not to exceed the shorter of (i) ninety (90) days following the Termination Date or (ii) the maximum term of the applicable option. All stock options, restricted stock or other equity-based awards with performance-based vesting granted to the Executive under any deferred compensation, incentive or other benefit plan maintained by the Company shall become vested as provided in this Section 2(d). Attached hereto as Attachment A is a list of all of Executive’s outstanding stock options, restricted stock or other equity-based awards with time-based or performance based-vesting under any deferred compensation, incentive or other benefit plan maintained by the Company (the “Existing Equity Awards”). Executive represents that Attachment A is a correct and complete list of his Existing Equity Awards on the date of this Agreement. The Existing Equity Awards with performance-based vesting conditions shall be treated as follows:
i. For purposes of Executive’s Performance Restricted Stock Unit Award granted under the Company’s 2015-2017 Long-Term Incentive Program (the “2015-2017 LTIP”), Executive shall be deemed to have had a termination of employment by reason of a Qualified Termination on Executive’s Termination Date. Accordingly, Executive shall be entitled to receive a lump sum payment in shares of the Company’s common stock as if the performance period had ended on December 31, 2016, determined and prorated in accordance with the terms of the 2015-2017 LTIP. Executive shall also receive a cash payment equal to the value of accrued dividend equivalents on such shares for the same period in accordance with the terms of the 2015-2017 LTIP.
ii. For purposes of Executive’s Performance Restricted Stock Unit Award under the Company’s 2016-2018 Long-Term Incentive Program (the “2016-2018 LTIP”), Executive shall be deemed to have had a termination of employment by reason of a Qualified Termination on Executive’s Termination Date. Accordingly, Executive shall be entitled to receive a lump sum payment in shares of the Company’s common stock as if the performance period had ended on December 31, 2016, determined and prorated in accordance with the terms of the 2016-2018 LTIP. Executive shall also receive a cash payment equal to the value of accrued dividend equivalents on such shares for the same period.
e. Continued coverage at the Company’s expense under certain welfare benefit plans (including health and life insurance) Executive participated in at the time of termination, through January 31, 2019 (but no longer than the period in which Executive would be entitled to continuation coverage under Section 4980B of the Code), or until, if earlier, the date Executive obtains comparable coverage under benefit plans maintained by a new employer. With respect to continued health insurance coverage, the Company shall pay applicable premiums under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) for Executive and those of his dependents covered on his Termination Date, assuming Executive timely elects COBRA continuation coverage. Executive agrees that the Company may impute income to Executive for the cost of Company-paid health coverage premiums if necessary to avoid adverse income tax consequences to Executive resulting from the application of Section 105(h) of the Code to the Company’s payment of such premiums.
3. SEVERANCE PAYMENTS. The following payments (to which Executive would not otherwise be entitled) are being offered in consideration for Executive’s execution and delivery of this Agreement, including the release set forth in Section 6, and it becoming effective on or before February 13, 2017, and are subject to Executive’s compliance with the covenants and other obligations set forth in Sections 5(a), 5(b), 5(c) and 5(d) of this Agreement, all of which must be satisfied in full in order for the payments set forth below in this Section 3 to be earned.
a. A series of semi-monthly severance payments for twenty-five (25) months, each in an amount equal to one-twenty-fourth (1/24 th ) of the sum of (A) Executive’s base salary as of the Termination Date of $484,500 and (B) the average of the annual cash bonuses paid to the Executive for 2014, 2015 and 2016, estimated to equal $1,062,497; provided, however, that Executive’s first payment will include two installment payments and the last installment payment shall occur on or about February 28, 2019. Subject to the release set forth in Section 6 becoming effective and irrevocable on or before February 13, 2017, such semi-monthly payments shall begin with the second regularly-scheduled payroll date that occurs after February 13, 2017 and will be paid in accordance with the Company’s regular payroll schedule and practices, subject to any delay as required by law as outlined in Section 9 of this Agreement. Because the 2016 annual cash bonus payable to Executive may not be known prior to the time the monthly severance payments may be required to commence, the Company will adjust any future payments, if required, in good faith once Executive’s final 2016 annual bonus amount is known.
b. The Company shall provide outplacement benefits to Executive from an outplacement service provider selected by Executive for the period beginning on the Termination Date and ending on December 31, 2017 in an amount not to exceed $25,000.
c. The Company shall reimburse Executive for professional fees in connection with preparation of his 2016 and 2017 tax returns up to a maximum of $2,500 annually (or $5,000 in the aggregate). The Company will provide such reimbursements no later than ninety days (90) days following the Company’s receipt of supporting documentation of incurrence of these expenses, but in any event no later than the end of the calendar year following the calendar year in which those expenses were incurred and otherwise in compliance with Section 409A of the Code.
4. CONDITIONS OF PAYMENTS.
a. If this Agreement does not become effective and irrevocable by its terms on or before Monday, February 13, 2017, the Company will have no obligation to make the payments set forth in Section 3 of this Agreement.
b. If Executive violates any of his obligations, covenants or representations under Section 5(a), 5(b), 5(c) or 5(d) of this Agreement, then (i) the Company’s obligations to provide the payments under Section 3 of this Agreement will immediately cease, and (ii) the Company will be entitled to obtain all other remedies provided by law or in equity.
5. COVENANTS BY EXECUTIVE .
a. Non-Competition . As the Company’s Executive Vice President and Chief Investment Officer, as well as through other positions Executive may have held with the Company and its affiliates, Executive has obtained extensive and valuable knowledge and information concerning the Company’s business (including confidential information relating to the Company and its operations, intellectual property, assets, contracts, customers, personnel, plans, marketing plans, research and development plans and prospects). Accordingly, for one year following the Termination Date, Executive will not engage in any business activities on behalf of any enterprise which competes with the Company or any of its affiliates in the business of (i) ownership or operation of Health Care Facilities (defined below); (ii) investment in or lending to health care related enterprises (including, without limitation, owners or developers of Health Care Facilities); (iii) management of Health Care Facilities; or (iv) provision of any planning or development services for Health Care Facilities. “Health Care Facilities” means any senior housing facilities or facilities used or intended primarily for the delivery of health care services, including, without limitation, any active adult communities, independent living facilities, assisted living facilities, skilled nursing facilities, inpatient rehabilitation facilities, ambulatory surgery centers, medical office buildings, hospitals of any kind, or any similar types of facilities or projects. The Executive will be deemed to be engaged in such competitive business activities if he participates in such a business enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other participant; provided that the ownership of no more than two percent (2%) of the stock of a publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in competitive business activities. Executive hereby represents and warrants that he has not breached any of his obligations under Section 10 of his Employment Agreement.
b. Non-Solicitation . For the later of one year following the Termination Date or the expiration of any period during which Executive is receiving monthly severance benefits under Section 3(a) of this Agreement, Executive will be prohibited, to the fullest extent allowed by applicable law, from directly or indirectly, individually or on behalf of persons or entities not now parties to this Agreement, encouraging, inducing, attempting to induce, recruiting, attempting to recruit, soliciting or attempting to solicit or participating in any way in hiring or retaining for employment, contractor or consulting opportunities anyone who is employed or providing full-time services as a consultant at that time by the Company or any subsidiary or affiliate. Executive hereby represents and warrants that he has not breached any of his obligations under Section 10 of his Employment Agreement.
c. Protection of Confidential Information . Executive hereby agrees that, during his employment with the Company and thereafter, he shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Executive further agrees that, upon the Termination Date, all Confidential Information in his possession that is in written or other tangible form shall be returned to the Company and shall not be retained by Executive or furnished to any third party, in any form except as provided herein. Notwithstanding the foregoing, this Section 5(c) shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to Executive, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by Executive, (iii) is lawfully disclosed to Executive by a third party, or (iv) is required to be disclosed by law or by any court, arbitrator or administrative or legislative body with actual or apparent jurisdiction to order Executive to disclose or make accessible any information or is voluntarily disclosed by Executive to law enforcement or other governmental
authorities. Furthermore, in accordance with the Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. As used in this Agreement, Confidential Information means, without limitation, any non-public confidential or proprietary information disclosed to Executive or known by Executive as a consequence of or through Executive’s relationship with the Company, in any form, including electronic media. Confidential Information also includes, but is not limited to the Company’s business plans and financial information, marketing plans, and business opportunities. Nothing herein shall limit in any way any obligation Executive may have relating to Confidential Information under any other agreement or promise to the Company. Executive hereby represents and warrants that he has not breached any of obligations under Section 9 of his Employment Agreement.
d. Non-Disparagement . Executive will not make or direct anyone else to make on Executive’s behalf any disparaging or untruthful remarks or statements, whether oral or written, about the Company, its operations or its products, services, affiliates, officers, directors, employees, or agents, or issue any communication that reflects adversely on or encourages any adverse action against the Company. Executive will not make any direct or indirect written or oral statements to the press, television, radio or other media or other external persons or entities concerning any matters pertaining to the business and affairs of the Company, its affiliates or any of its officers or directors. The Company agrees not to make, and shall direct its officers and senior executives not to make on its behalf, any disparaging or untruthful remarks or statements about Executive’s employment with the Company following the Termination Date. The restrictions described in this paragraph shall not apply to any truthful statements made in response to a subpoena or other compulsory legal process or to law enforcement or other governmental authorities.
e. Return of Company Property . On or before the Termination Date, or as soon as administratively practicable thereafter, Executive shall have returned to the Company all hard and soft copies of records, lists, books, documents, materials, software, and files in his possession or control, whether recorded, written or computer readable, which contain or relate to Confidential Information or sensitive information obtained by Executive in conjunction with his employment with the Company. Executive agrees that he will not keep any copies or excerpts of any of the above items.
f. For the avoidance of doubt, any breach of Section 5(a) through 5(e) of this Agreement shall constitute a material breach of this Agreement. Notwithstanding Section 8 of this Agreement, the parties agree that damages would be an inadequate remedy for the Company in the event of a breach or threatened breach by Executive of any of Sections 5(a) through 5(e), inclusive. In the event of any such breach or threatened breach, the Company may, either with or without pursuing any potential damage remedies and without being required to post a bond, obtain from a court of competent jurisdiction, and enforce, an injunction prohibiting the Executive from violating this Agreement and requiring the Executive to comply with the terms of this Agreement. Executive acknowledges that the Company may present this Section 5 to any third party with which the Executive has accepted employment, or otherwise entered into a business relationship, that the Company contends violates this Section 5, if the Company has reason to believe Executive has or may have breached this Agreement.
a. In exchange for the commitments of the Company as set forth in this Agreement, which Executive acknowledges and agrees provide consideration to which Executive would not otherwise be entitled, Executive agrees to release and discharge unconditionally the Company and any of its past or present subsidiaries, affiliates, related entities, predecessors, merged entities and parent entities, benefit plans, and all of their respective past and present officers, directors, stockholders, employees, benefit plan administrators and trustees, agents, attorneys, insurers, representatives, affiliates, and all of their respective successors and assigns (collectively, the “Company Released Parties”), from any and all claims, actions, causes of action, demands, obligations, grievances, suits, losses, debts and expenses (including attorney’s fees and costs), damages and claims in law or in equity of any nature whatsoever, known or unknown, suspected or unsuspected, Executive ever had, now has, or may ever have against any Company Released Party up to and including the day on which Executive signs this Agreement. Without limiting the generality of the foregoing, the claims Executive is waiving include, but are not limited to, (a) any claims, demands, and causes of action alleging violations of public policy, or of any federal, state, or local law, statute, regulation, executive order, or ordinance, or of any duties or other obligations of any kind or description arising in law or equity under federal, state, or local law, regulation, ordinance, or public policy having any bearing whatsoever on the terms or conditions of Executive’s employment with or by the Company or the termination or resignation of Executive’s employment with the Company or any association or transaction with or by the Company; (b) all claims of discrimination or harassment on the basis of sex, race, national origin, religion, sexual orientation, disability, veteran status or any other legally protected category, and of retaliation; (c) all claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair
Labor Standards Act, the Genetic Information Nondiscrimination Act, 42 U.S.C. § 1981, as amended, and all other federal, state and local fair employment and anti-discrimination laws, all as amended; (d) all claims under the Worker Adjustment and Retraining Notification Act and similar state and local statutes, all as amended; (e) all claims under the National Labor Relations Act, as amended; (f) all claims under the Family and Medical Leave Act and other federal, state and local leave laws, all as amended; (g) all claims under the Employee Retirement Income Security Act (except with respect to accrued vested benefits under any retirement or 401(k) plan in accordance with the terms of such plan and applicable law); (h) all claims under the Sarbanes-Oxley Act of 2002, the False Claims Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities Exchange Act of 1934, the Commodity Exchange Act, the Consumer Financial Protection Act, the American Recovery and Reinvestment Act, the Foreign Corrupt Practices Act, and the EU Competition Law; (i) all claims of whistleblowing and retaliation under federal, state and local laws; (j) all claims under any principle of common law or sounding in tort or contract; (k) all claims concerning any right to reinstatement; and (l) all claims for attorneys’ fees, costs, damages or other relief (monetary, equitable or otherwise), whether under federal, state or local law, whether statutory, regulatory or common law, to the fullest extent permitted by law. Further, each of the persons and entities released herein is intended to and shall be a third-party beneficiary of this Agreement. This release of claims does not affect or waive any claim for workers’ compensation benefits, unemployment benefits or other legally non-waivable rights or claims; claims that arise after Executive signs this Agreement; Executive’s rights to indemnification or advancement of expenses under the bylaws of the Company or under any applicable directors and officers liability insurance policy with respect to Executive’s liability as an employee, director or officer of the Company; Executive’s right to exercise any and all Company stock options held by Executive that are exercisable as of the Termination Date during the applicable period of exercise and in accordance with all other terms of those options and the stock option plans, agreements, and notices under which such options were granted; or Executive’s right to enforce the terms of this Agreement. Additionally, nothing in this Agreement waives or limits Executive’s right to file a charge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency (though Executive acknowledges Executive is not entitled to recover money or other relief with respect to the claims waived in this Agreement).
b. Executive represents and warrants that he has not filed any claim, charge or complaint against the Company or any of the released parties based upon any of the matters released in (a) above.
c. Executive acknowledges that the commitments of the Company under this Agreement, including the payments provided in Section 3 of this Agreement, as well as other obligations and payments which the Company was not otherwise obligated to make, constitute adequate consideration for the release of claims set forth in this Section 6(a).
d. Executive intends that this release of claims cover all claims described in Section 6(a) above whether or not known to Executive. Executive further recognizes the risk that, subsequent to the execution of this Agreement, Executive may incur loss, damage or injury which Executive attributes to the claims encompassed by this release. Executive also expressly waives and relinquishes, to the fullest extent permitted by law, any and all rights he may have under California Civil Code Section 1542, or the comparable provisions of the laws of any other jurisdiction, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
e. Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim by Executive that is covered by the release set forth in Section 6(a).
7. REVIEW AND REVOCATION OF AGREEMENT. Executive acknowledges and agrees: (a) that he has read this Agreement and that he understands the terms thereof, (b) that he has voluntarily signed this Agreement; (c) that he has been advised to consult an attorney regarding this Agreement and the releases set forth herein; (d) that he was given 21 days to review and consider signing this Agreement, although he may, at his discretion, knowingly and voluntarily, sign and return the Agreement at any earlier time, but Executive may not sign and return the Agreement until or on after the Termination Date, (e) that modification of this Agreement does not restart this 21 day period, (f) that Executive is waiving rights or claims that may be waived by law in exchange for consideration that is not otherwise due to Executive, including claims and rights under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), and as otherwise described in this Agreement; (g) that rights or claims that may arise after the date this Agreement is executed, including those arising under the ADEA, are not waived by this Agreement; (h) that at any time within 7 days after signing this Agreement, he may revoke the Agreement; (i) that this Agreement is not enforceable until the revocation period has pass without a revocation. To revoke this Agreement, Executive must send a written statement of revocation
delivered by certified mail to Welltower Inc., Attn: Chief Executive Officer, 4500 Dorr Street, Toledo, OH 43615. This revocation must be received no later than the seventh (7 th ) day following Executive’s execution of this Agreement.
8. ARBITRATION. Subject to Section 5(f) hereof, all claims, disputes, questions, or controversies arising out of or relating to this Agreement or Executive’s employment with the Company, including without limitation the construction or application of any of the terms, provisions, or conditions of this Agreement and any claims for any alleged discrimination, harassment, or retaliation in violation of any federal, state or local law, will be resolved exclusively in final and binding arbitration held under the auspices of Judicial Arbitration & Mediation Services, Inc. (“JAMS”) in accordance with JAMS then current Employment Arbitration Rules and Procedures, or successor rules then in effect. The arbitration will be held in New York, New York, and will be conducted and administered by JAMS or, in the event JAMS does not then conduct arbitration proceedings, a similarly reputable arbitration administrator. Executive and the Company will select a mutually acceptable, neutral arbitrator from among the JAMS panel of arbitrators. Except as provided by this Agreement, the Federal Arbitration Act will govern the administration of the arbitration proceedings. The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Ohio, or federal law, if Ohio law is preempted, and the arbitrator is without jurisdiction to apply any different substantive law. Executive and the Company will each be allowed to engage in adequate discovery, the scope of which will be determined by the arbitrator consistent with the nature of the claim[s] in dispute. The arbitrator will have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and will apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator will render a written award and supporting opinion that will set forth the arbitrator’s findings of fact and conclusions of law. Judgment upon the award may be entered in any court of competent jurisdiction. The Company will pay the arbitrator’s fees, as well as all administrative fees, associated with the arbitration. Each party will be responsible for paying its own attorneys’ fees and costs (including expert witness fees and costs, if any), provided, however, that the arbitrator may award attorney’s fees and costs to the prevailing party, except as prohibited by law. The existence and subject matter of all arbitration proceedings, including, any settlements or awards there under, shall remain confidential. In entering into this Agreement, both parties are waiving the right to a trial by judge or jury.
a. This Agreement is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Code Section 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code Section 409A of the Code shall have no force or effect until amended to the minimum extent required to comply with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits that may be considered “deferred compensation” under Code Section 409A (after taking into account all exclusions applicable to such payments or benefits under Code Section 409A) upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “retirement,” “termination,” “termination of employment” or like terms shall mean Separation from Service.
b. Any payment scheduled to be made under this Agreement that may be considered “deferred compensation” under Code Section 409A (after taking into account all exclusions applicable to such payments or benefits under Code Section 409A), that are otherwise due on or within the six-month period following the Termination Date will accrue during such six-month period and will instead become payable in a lump sum payment on the first business day period following such six-month period. Furthermore, if any other payments of money or other benefits due to Executive under this Agreement could cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Code Section 409A (after taking into account all exclusions applicable to such payments or benefits under Section 409A), any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).
c. Notwithstanding any contrary provision herein, Executive’s right to any payment (including each installment payment) under this Agreement shall be treated as a “separate payment” within the meaning of Code Section 409A.
d. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this section; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.
10. NO ADMISSION OF LIABILITY. Nothing in this Agreement will constitute or be construed in any way as an admission of any liability or wrongdoing whatsoever by the Company or Executive.
11. PAYMENT OF SALARY AND RECEIPT OF ALL BENEFITS . Executive acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation, PTO, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Executive.
12. INTEGRATED AGREEMENT. This Agreement is intended by the parties to be a complete and final expression of their rights and duties respecting the subject matter of this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including but not limited to the Employment Agreement, except as expressly set forth herein. Except as expressly provided herein, nothing in this Agreement is intended to negate Executive’s agreement to abide by the Company’s policies while serving as an employee of the Company (or thereafter to the extent provided by such policies), including but not limited to the Company’s Code of Business Conduct and Ethics and its Employee Handbook, or any other agreement governing the disclosure and/or use of proprietary information, which Executive signed while working with the Company or its predecessors; nor to waive any of Executive’s obligations under state and federal trade secret laws.
13. LEGAL FEES. The Company shall reimburse Executive up to $15,000, in the aggregate, for Executive’s reasonable attorney’s fees and expenses incurred in connection with negotiating and documenting this Agreement. The Company will provide such reimbursements no later than ninety days (90) days following the Company’s receipt of supporting documentation of incurrence of these expenses, but in any event no later than the end of the calendar year following the calendar year in which those expenses were incurred and otherwise in compliance with Section 409A of the Code.
14. TAXES AND OTHER WITHHOLDINGS. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes and other amounts that are required to be withheld by applicable laws or regulations, and the withholding of any amount shall be treated as payment thereof for purposes of determining whether Executive has been paid amounts to which he is entitled. Executive acknowledges that (i) the Company has made no representation to Executive as to the tax treatment of any compensation or benefits to be paid to Executive under this Agreement and (ii) the Company has no obligation to “gross-up” any amount payable to Executive under this Agreement for taxes payable by Executive thereon.
15. SURVIVAL . The covenants, agreements, representations and warranties contained in or made in Section 4, 5, 6, 7, 8, 10, 11, 12 and this Section 15 of this Agreement shall survive any termination of this Agreement.
16. WAIVER. Neither party shall, by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other shall neither be construed as, nor constitute, a continuing waiver of such breach or of other breaches of the same or any other provision of this Agreement.
17. MODIFICATION. This Agreement may not be modified or terminated unless such modification or termination is embodied in writing, signed by the party against whom the modification is to be enforced.
18. NOTICE . Except as otherwise expressly provided in this Agreement, any notice to either party hereunder shall be in writing and sent by overnight courier, certified mail, or registered mail (return receipt requested), postage prepaid, addressed as follows (or to such other address as such party may designate in writing from time to time):
If to the Company:
Welltower Inc.
4500 Dorr Street
Toledo, OH 43615
Attention: Legal Department
If to the Executive, at the address on file with the Company’s Human Resources Department.
The actual date of mailing, as shown by a mailing receipt therefor, shall determine the time at which notice was given.
19. ASSIGNMENT AND SUCCESSORS. The Company shall have the right to assign its rights and obligations under this Agreement to an entity that, directly or indirectly, acquires all or substantially all of the assets or the business of the Company. The rights and obligations of the Company under this Agreement shall inure to the benefit and shall be binding upon the successors and assigns of the Company. Executive shall not have any right to assign his obligations under this Agreement and shall only be entitled to assign his rights under this Agreement upon his death, solely to the extent permitted by this Agreement, or as otherwise agreed to by the Company.
20. SEVERABILITY. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if any of the provisions contained in this Agreement is determined by an arbitrator or court of competent jurisdiction to be unenforceable because it is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law in order to achieve the intent of the parties.
21. GOVERNING LAW. This Agreement will be construed, interpreted, governed and enforced in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
22. COUNTERPARTS. This Agreement may be executed in counterparts and delivered by means of facsimile or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.
[ Signature Page Follows ]
IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed, and the Executive has hereunto set his hand, effective as of the day and year first written above.
WELLTOWER INC. EXECUTIVE
By: /s/ Matthew McQueen /s/ Scott M. Brinker
Name: Matthew McQueen Scott M. Brinker
Title: Senior Vice President,
General Counsel and Corporate Secretary
Date: February 10, 2017 Date: February 10, 2017
|
|
|
|
ATTACHMENT A
EXISTING EQUITYAWARDS
EXISTING EQUITY AWARDS WITH TIME-BASED VESTING
1) Restricted Stock
Date of Agreement |
Initial Award |
Unvested Shares as of Date of Agreement to be fully vested |
January 26, 2012 |
10,466 |
2,093 |
February 7, 2013 |
26,099 |
10,439 |
February 6, 2014 |
9,893 |
2,473 |
February 5, 2015 |
11,729 |
5,864 |
February 12, 2016 |
15,569 |
11,676 |
February 26, 2016 |
43,068 |
14,356 |
TOTAL |
46,901 |
2) Deferred Stock Units
Date of Agreement |
Initial Award |
Unvested Shares as of Date of Agreement to be fully vested |
January 26, 2012 |
6,977 |
1,744 |
TOTAL |
1,744 |
3) Deferred Stock Units – Dividend Equivalents
Accrued dividends on accelerated deferred stock units from 1/26/12 through 1/3/2017 = $27,799.36
4) Stock Options
Date of Agreement |
Initial Grant |
Exercise Price |
Maximum Expiration Date |
Options Outstanding |
Unvested Options as of Date of Agreement to be fully vested |
January 28, 2010 |
3,996 |
$43.29 |
January 28, 2020 |
1,745 |
0 |
January 27, 2011 |
5,208 |
$49.17 |
January 27, 2021 |
2,338 |
0 |
January 26, 2012 |
18,002 |
$57.33 |
January 26, 2022 |
4,699 |
3,600 |
TOTAL |
8,782 |
3,600 |
All outstanding stock options listed above are exercisable on or before April 3, 2017.
EXISTING EQUITY AWARDS WITH PERFORMANCE-BASED VESTING
1) 3-Year LTIP Shares
Pro rata payment in shares for any award earned under the 2015-2017 Long-Term Incentive Program and the 2016-2018 Long-Term Incentive Program based on Company performance as of December 31, 2016, determined and prorated in accordance with the terms of the respective program.
2) 3-Year LTIP – Dividend Accrual
The value of accrued dividend equivalents on shares to be issued under the 2015-2017 Long-Term Incentive Program and the 2016-2018 Long-Term Incentive Program from the beginning of each of the performance periods through January 3, 2017 in accordance with the terms of the respective program.
EXHIBIT 10.16
WELLTOWER INC.
Summary of Director Compensation
For each calendar year, each non-employee member of the Board of Directors of Welltower Inc. (the “Company”) will receive an annual retainer of $85,000, payable in equal quarterly installments. If there is a non-employee director serving as the Chairman of the Board, such individual will receive an additional retainer of $125,000. Additionally, the chairs of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee will receive additional retainers of $25,000, $20,000 and $15,000, respectively. If the Board of Directors holds more than four meetings in a year, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to the Audit, Compensation, Executive and Nominating/Corporate Governance Committees, if any of these committees holds more than four meetings in a year, each non-employee member of these committees will receive $1,000 for each meeting attended in excess of four meetings.
Each of the non-employee directors will receive, in each calendar year, a grant of deferred stock units with a value of $140,000, pursuant to the Company’s 2016 Long-Term Incentive Plan. The deferred stock units will be convertible into shares of common stock of the Company on the anniversary of the date of the grant. Recipients of the deferred stock units also will be entitled to dividend equivalent rights.
|
EXHIBIT 21 |
|
|
Subsidiary Name |
Jurisdiction of Organization |
0722548 B.C. Ltd. |
British Columbia |
1 Sutphin Drive Associates, LLC |
West Virginia |
10 Devon Drive Acton LLC |
Delaware |
100 Knoedler Road, LLC |
Delaware |
1000 Aston Gardens Drive, LLC |
Delaware |
101 Bickford Extension Avon LLC |
Delaware |
101 Membership Company Of Maryland, Inc. |
Maryland |
101 Membership Company Of West Virginia, Inc. |
West Virginia |
101 Membership Holding Company I of Pennsylvania, Inc. |
Pennsylvania |
101052983 Saskatchewan Ltd. |
Saskatchewan |
1011 E. Pecan Grove Road, LLC |
Delaware |
10225 Cypresswood Drive, LLC |
Delaware |
10475 Wilshire Boulevard Borrower, LLC |
Delaware |
10475 Wilshire Boulevard, LLC |
Delaware |
10600 East 13th Street North, LLC |
Delaware |
111 Lazelle Road East, LLC |
Delaware |
111 South Shore Drive East Haven LLC |
Delaware |
1110 E. Westview Court, LLC |
Delaware |
1111 W. College Parkway, LLC |
Delaware |
1118 N. Stoneman Avenue, LLC |
Delaware |
11320 North Council Road, LLC |
Delaware |
1133 Black Rock Road, LLC |
Delaware |
1160 Elm Street Rocky Hill LLC |
Delaware |
1160 Main Street Leominster LLC |
Delaware |
1185 Davidson Road, LLC |
Delaware |
1205 North Church Street, LLC |
Delaware |
1221 Seventh Street, LLC |
Delaware |
1231356 Ontario Limited |
Ontario |
12429 Scofield Farms Drive, LLC |
Delaware |
1250 West Pioneer Parkway, LLC |
Delaware |
126 Smith Street Waltham LLC |
Delaware |
12951 W. Linebaugh Avenue, LLC |
Delaware |
130 Buena Vista Street, LLC |
Delaware |
1301489 Ontario Limited |
Ontario |
13075 Evening Creek Drive South, LLC |
Delaware |
1311 Aston Gardens Court, LLC |
Delaware |
1312417 Ontario Limited |
Ontario |
132 Warwick Road, LLC |
Delaware |
13200 South May Avenue, LLC |
Delaware |
1329 Brown Street, LLC |
Delaware |
1340 N. Washington Boulevard, LLC |
Delaware |
139 East 56th Street Holdco LLC |
Delaware |
139 East 56th Street Investor LLC |
Delaware |
139 East 56th Street Landlord LLC |
Delaware |
139 East 56th Street Landlord Mezz LLC |
Delaware |
139 East 56th Street LLC |
Delaware |
139 East 56th Street Nominee LLC |
Delaware |
1405 Limekiln Pike, LLC |
Delaware |
1425 Yorkland Road LLC |
Delaware |
143 West Franklin Avenue, LLC |
Delaware |
1460 Johnson Ferry Road, LLC |
Delaware |
14707 Northville Road, LLC |
Delaware |
15 Edison Road, LLC |
Delaware |
1500 Borden Road, LLC |
Delaware |
1528670 Ontario Limited |
Ontario |
153 Cardinal Drive Agawam LLC |
Delaware |
1530 Needmore Holdings, LLC |
Delaware |
15401 North Pennsylvania Avenue, LLC |
Delaware |
155 Raymond Road, LLC |
Delaware |
1565 Virginia Ranch Road, LLC |
Delaware |
157 South Street Plymouth LLC |
Delaware |
1574 Creekside Drive Folsom, LLC |
California |
1600 Center Road, LLC |
Delaware |
1640 Newport Blvd. LP |
Delaware |
1710 S.W. Health Parkway, LLC |
Delaware |
1730 10 Avenue Property Inc. |
British Columbia |
1785 Freshley Avenue, LLC |
Delaware |
180 Scott Road Waterbury LLC |
Delaware |
1818 Martin Drive, LLC |
Delaware |
1850 Crown Park Court, LLC |
Delaware |
1920 Cleveland Road West, LLC |
Delaware |
1931 Southwest Arvonia Place, LLC |
Delaware |
1936 Brookdale Road, LLC |
Delaware |
199 Chelmsford Street Chelmsford LLC |
Delaware |
2 Technology Drive North Chelmsford LLC |
Delaware |
20 Academy Lane LLC |
Delaware |
20 Charnstaffe Lane Billerica LLC |
Delaware |
2000 Emerald Court LLC |
Delaware |
2003 Falls Boulevard Quincy LLC |
Delaware |
2005 Route 22 West, LLC |
Delaware |
2021 Highway 35, LLC |
Delaware |
2035244 Ontario Inc. |
Ontario |
2050 North Webb Road, LLC |
Delaware |
209 Merriman Road, L.L.C. |
Delaware |
21 Bradley Road Woodbridge LLC |
Delaware |
2101 New Hope Street, LLC |
Delaware |
2118 Greenspring, LLC |
Delaware |
2151 Green Oaks Road, LLC |
Delaware |
22 Richardson Road Centerville LLC |
Delaware |
220 North Clark Drive, LLC |
Delaware |
222 East Beech Street - Jefferson, L.L.C. |
Delaware |
2281 Country Club Drive, LLC |
Delaware |
22955 Eastex Freeway, LLC |
Delaware |
2300 Washington Street Newton LLC |
Delaware |
231 Courtyard Boulevard, LLC |
Delaware |
2325 Rockwell Drive, LLC |
Delaware |
2340829 Ontario Inc. |
Ontario |
2695 Valleyview Boulevard, LLC |
Delaware |
2340830 Ontario Inc. |
Ontario |
2387 Boston Road Wilbraham LLC |
Delaware |
239 Cross Road LLC |
Delaware |
240 E. Third Street, LLC |
Delaware |
2419 North Euclid Avenue Upland, LLC |
California |
242 Main Street Salem LLC |
Delaware |
246A Federal Road Brookfield LLC |
Delaware |
25 Cobb Street Mansfield LLC |
Delaware |
254 Amesbury Road Haverhill LLC |
Delaware |
27 Forest Falls Drive Yarmouth LLC |
Delaware |
27 Woodvale Road, LLC |
Delaware |
2721 Willow Street LP |
Delaware |
2750 Reservoir Avenue Trumbull LLC |
Delaware |
27783 Center Drive LP |
Delaware |
280 Newtonville Avenue Newton LLC |
Delaware |
2800 60th Avenue West, LLC |
Delaware |
2860 Country Drive, LLC |
Delaware |
2929 West Holcombe Boulevard, LLC |
Delaware |
300 Pleasant Street Concord LLC |
Delaware |
300 St. Albans Drive, LP |
Delaware |
303 Valley Road Middletown LLC |
Delaware |
311 E. Hawkins Parkway, LLC |
Delaware |
311 Main Street Shrewsbury LLC |
Delaware |
311 Route 73, LLC |
Delaware |
3117 E. Chaser Lane, LLC |
Delaware |
3213 45th Street Court NW, LLC |
Washington |
3220 Peterson Road, LLC |
Delaware |
3300 57 Avenue Property Inc. |
British Columbia |
331 Holt Lane Associates, LLC |
West Virginia |
340 May Street Worcester LLC |
Delaware |
35 Fenton Street, LLC |
Delaware |
35 Hamden Hills Drive Hamden LLC |
Delaware |
350 Locust Drive, LLC |
Delaware |
3535 Manchester Avenue Borrower, LLC |
Delaware |
3535 Manchester Avenue, LLC |
Delaware |
3535 N. Hall Street, LLC |
Delaware |
36101 Seaside Boulevard, LLC |
Delaware |
3650 Southeast 18th Avenue, LLC |
Delaware |
369 East Mount Pleasant Avenue, LLC |
Delaware |
3902 47 Street Property Inc. |
British Columbia |
4 Forge Hill Road Franklin LLC |
Delaware |
4 Wallace Bashaw Junior Way LLC |
Delaware |
4000 San Pablo Parkway, LLC |
Kansas |
4004 40 Street Property Inc. |
British Columbia |
402 South Colonial Drive, LLC |
Delaware |
405 Bedford LP |
Delaware |
41 Springfield Avenue, LLC |
Delaware |
415 Bedford LP |
Delaware |
415 Sierra College Drive, LLC |
Delaware |
416 Bedford LP |
Delaware |
417 Main Street Niantic LLC |
Delaware |
4206 Stammer Place, LLC |
Delaware |
422 23rd Street Associates, LLC |
West Virginia |
430 Centre Street Newton LLC |
Delaware |
430 North Union Road, LLC |
Delaware |
4310 Bee Cave Road, LLC |
Delaware |
4315 Johns Creek Parkway, LLC |
Delaware |
432 Buckland Road South Windsor LLC |
Delaware |
435 Bedford LLC |
Delaware |
438 23rd Street Associates, LLC |
West Virginia |
4400 West 115th Street, LLC |
Delaware |
4402 South 129th Avenue West, LLC |
Delaware |
5165 Summit Ridge Court, LLC |
Delaware |
4500 Dorr Street Holdings, LLC |
Delaware |
4775 Village Drive, LLC |
Delaware |
4800 Aston Gardens Way, LLC |
Delaware |
4855 Snyder Lane, LLC |
Delaware |
5 Corporate Drive Bedford LLC |
Delaware |
5 Rolling Meadows Associates, LLC |
West Virginia |
50 Greenleaf Way LLC |
Delaware |
50 Sutherland Road Brighton LLC |
Delaware |
50 Town Court, LLC |
Delaware |
500 Seven Fields Boulevard, LLC |
Delaware |
504 North River Road, LLC |
Delaware |
505 North Maize Road, LLC |
Delaware |
511 Kensington Avenue Meriden LLC |
Delaware |
515 Jack Martin Boulevard, LLC |
Delaware |
5166 Spanson Drive SE, LLC |
Delaware |
5301 Creedmoor Road, LP |
Delaware |
5430 37A Avenue Property Inc. |
British Columbia |
5455 Glenridge Drive, NE, LLC |
Delaware |
5521 Village Creek Drive, LLC |
Delaware |
5550 Old Jacksonville Highway, LLC |
Delaware |
557140 B.C. Ltd. |
British Columbia |
5600 Sunrise Crescent Property Inc. |
British Columbia |
5700 Karl Road, LLC |
Delaware |
5902 North Street, LLC |
Delaware |
5939 Roosevelt Boulevard, LLC |
Kansas |
5999 N. University Drive, LLC |
Delaware |
60 Stafford Street LLC |
Delaware |
616 Lilly Road NE, LLC |
Washington |
640 Danbury Road Ridgefield LLC |
Delaware |
645 Saybrook Road Middletown LLC |
Delaware |
655 Mansell Road, LLC |
Delaware |
660 7 Street Property Inc. |
British Columbia |
6605 Quail Hollow Road, LLC |
Delaware |
674 West Hollis Street Nashua LLC |
Delaware |
680 Mountain Boulevard, LLC |
Delaware |
6821 50 Avenue Property Inc. |
British Columbia |
687 Harbor Road Shelburne LLC |
Delaware |
6949 Main Street, LLC |
Delaware |
699 South Park Associates, LLC |
West Virginia |
700 Chickering Road North Andover LLC |
Delaware |
700 Smith Street Providence LLC |
Delaware |
7001 Forest Avenue, LLC |
Delaware |
701 Market Street, LLC |
Delaware |
721 Hickory Street, LLC |
Delaware |
7231 East Broadway, LLC |
Delaware |
7278 Rosemount Circle, LLC |
Delaware |
731 Old Buck Lane, LLC |
Delaware |
75 Minnesota Avenue Warwick LLC |
Delaware |
750 North Collegiate Drive, LLC |
Delaware |
7610 Isabella Way, LLC |
Delaware |
77 Plains Road LLC |
Delaware |
7900 Creedmoor Road, LP |
Delaware |
7902 South Mingo Road East, LLC |
Delaware |
7950 Baybranch Drive, LLC |
Delaware |
799 Yellowstone Drive, LLC |
Delaware |
800 Canadian Trails Drive, LLC |
Delaware |
800 Oregon Street, LLC |
Delaware |
8010 East Mississippi Avenue, LLC |
Delaware |
8220 Natures Way, LLC |
Delaware |
831 Santa Barbara Boulevard, LLC |
Delaware |
867 York Road Associates, LLC |
Pennsylvania |
880 Greendale Avenue LLC |
Delaware |
9 Summer Street Danvers LLC |
Delaware |
90 Avenue S.W. Property Inc. |
British Columbia |
90 West Avenue, LLC |
Delaware |
901 Florsheim Drive, LLC |
Delaware |
9108-9458 Quebec Inc. |
Quebec |
9128-6757 Quebec Inc. |
Quebec |
9131-6844 Quebec Inc. |
Quebec |
9168-0215 Quebec Inc. |
Quebec |
9188-4502 Quebec Inc. |
Quebec |
9189-2042 Quebec Inc. |
Quebec |
935 Union Lake Road, LLC |
Delaware |
965 Hager Drive, LLC |
Delaware |
9802 48th Drive NE, LLC |
Delaware |
Aberdeen Commercial Center Association, Inc. |
Florida |
Acacia Lodge Ltd |
Jersey |
Acacia Mews Ltd |
Jersey |
Academy Nursing Home, Inc. |
Massachusetts |
Acer Court Ltd |
Jersey |
Acer House Ltd |
Jersey |
Acorn Lodge Ltd |
Jersey |
ADS/Multicare, Inc. |
Delaware |
AL California GP, LLC |
Delaware |
AL California GP-II, LLC |
Delaware |
AL California GP-III, LLC |
Delaware |
AL Santa Monica Senior Housing, LP |
Delaware |
AL U.S. Development Venture, LLC |
Delaware |
AL U.S. Pool One, LLC |
Delaware |
AL U.S. Pool Three, LLC |
Delaware |
AL U.S. Pool Two, LLC |
Delaware |
AL U.S./Bonita II Senior Housing, L.P. |
California |
AL U.S./GP Woods II Senior Housing, LLC |
Delaware |
AL U.S./Huntington Beach Senior Housing, L.P. |
California |
AL U.S./LaJolla II Senior Housing, L.P. |
California |
AL U.S./LaPalma II Senior Housing, L.P. |
California |
AL U.S./Playa Vista Senior Housing, L.P. |
California |
AL U.S./Sacramento II Senior Housing, L.P. |
California |
AL U.S./San Gabriel Senior Housing, L.P. |
California |
AL U.S./Seal Beach Senior Housing, L.P. |
California |
AL U.S./Studio City Senior Housing, L.P. |
California |
AL U.S./Woodland Hills Senior Housing, L.P. |
California |
Alberta Acres Facility Inc. |
Ontario |
Alex & Main, L.P. |
Indiana |
AMCO I, LLC |
Wisconsin |
Amherst View (Bath Road) Facility Inc. |
Ontario |
Apple Valley Operating Corp. |
Massachusetts |
ARC Denver Monaco, LLC |
Delaware |
ARC Minnetonka, LLC |
Delaware |
ARC Overland Park, LLC |
Delaware |
ARC Roswell, LLC |
Delaware |
ARC Sun City West, LLC |
Delaware |
ARC Tanglewood, LLC |
Delaware |
ARC Tucson, LLC |
Delaware |
Arcadia Associates |
Massachusetts |
Arnprior Villa Facility Inc. |
Ontario |
ASL, Inc. |
Massachusetts |
AU-HCU Holdings, LLC |
Delaware |
Aurora Propco 1 Limited |
United Kingdom |
Aurora Propco 2 Limited |
United Kingdom |
Badger RE Portfolio I, LLC |
Wisconsin |
Badger RE Portfolio II, LLC |
Wisconsin |
Badger RE Portfolio III, LLC |
Wisconsin |
Badger RE Portfolio IV, LLC |
Wisconsin |
Badger RE Portfolio V, LLC |
Wisconsin |
BAL Colts Neck LLC |
Delaware |
Bel Air Property Development, LLC |
Delaware |
BAL Fenwick Island LLC |
Delaware |
BAL Governor's Crossing LLC |
Delaware |
BAL Holdings I, LLC |
Delaware |
BAL Holdings II, LLC |
Delaware |
BAL Holdings III, LLC |
Delaware |
BAL Holdings VII, LLC |
Delaware |
BAL Howell LLC |
Delaware |
Belmont Village California Holdings, L.L.C. |
Delaware |
BAL Longwood LLC |
Pennsylvania |
BAL Reflections LLC |
Delaware |
BAL Savoy Little Neck LLC |
Delaware |
BAL Sycamore LLC |
Delaware |
BAL Toms River LLC |
Delaware |
Ballard Healthcare Investors, LLC |
Delaware |
Bardstown Physicians LLC |
Delaware |
Baton Rouge LA Senior Living Owner, LLC |
Delaware |
Bayfield Court Operations Limited |
United Kingdom |
Bel Air Healthcare Investors, LLC |
Delaware |
Bellevue Healthcare Properties, LLC |
Delaware |
Bellevue Physicians, LLC |
Delaware |
Belmont Village Buckhead Tenant, LLC |
Delaware |
Belmont Village Buffalo Grove Tenant, LLC |
Delaware |
Belmont Village Buffalo Grove, L.L.C. |
Delaware |
Belmont Village Burbank Tenant, LLC |
Delaware |
Belmont Village Burbank, LLC |
Delaware |
Belmont Village Cardiff Tenant, LLC |
Delaware |
Belmont Village Carol Stream, L.L.C. |
Delaware |
Belmont Village Encino Tenant, LLC |
Delaware |
Belmont Village Encino, LLC |
Delaware |
Belmont Village Geneva Road Tenant, LLC |
Delaware |
Belmont Village Glenview Tenant, LLC |
Delaware |
Belmont Village Glenview, L.L.C. |
Delaware |
Belmont Village Green Hills Tenant, LLC |
Delaware |
Belmont Village Hollywood Tenant, LLC |
Delaware |
Belmont Village Hollywood, LLC |
Delaware |
Belmont Village Johns Creek Tenant, LLC |
Delaware |
Belmont Village Landlord 3, LLC |
Delaware |
Belmont Village Landlord, LLC |
Delaware |
Belmont Village Memphis Tenant, LLC |
Delaware |
Belmont Village Oak Park Tenant, LLC |
Delaware |
Belmont Village Oak Park, L.L.C. |
Delaware |
Belmont Village Rancho Palos Verdes Tenant, LLC |
Delaware |
Belmont Village RPV, LLC |
Delaware |
Belmont Village Sabre Springs Tenant, LLC |
Delaware |
Belmont Village San Jose Tenant, LLC |
Delaware |
Belmont Village San Jose, LLC |
Delaware |
Belmont Village St. Matthews Tenant, LLC |
Delaware |
Belmont Village St. Matthews, L.L.C. |
Delaware |
Belmont Village Sunnyvale Tenant, LLC |
Delaware |
Belmont Village Sunnyvale, LLC |
Delaware |
Belmont Village Tenant 2, LLC |
Delaware |
Belmont Village Tenant 3, LLC |
Delaware |
Belmont Village Tenant, LLC |
Delaware |
Belmont Village Turtle Creek Tenant, LLC |
Delaware |
Belmont Village West Lake Hills Tenant, LLC |
Delaware |
Belmont Village West University Tenant, LLC |
Delaware |
Belmont Village Westwood Tenant, LLC |
Delaware |
Benchmark Investments X LLC |
Delaware |
Benchmark Investments XI LLC |
Delaware |
Benchmark Investments XII LLC |
Delaware |
Berkeley Haven Limited Partnership |
West Virginia |
Berks Nursing Homes, Inc. |
Pennsylvania |
Berkshire Subtenant LP |
Delaware |
Bettendorf Physicians, LLC |
Delaware |
BKD-HCN Landlord, LLC |
Delaware |
BKD-HCN Tenant, LLC |
Delaware |
Bloomfield South MI Senior Living Owner, LLC |
Delaware |
Boardman Physicians LLC |
Delaware |
Boulder Assisted Living, L.L.C. |
Delaware |
Bradford Square Subtenant LP |
Delaware |
Brandall Central Avenue, LLC |
Delaware |
Brewer Holdco, Inc. |
Delaware |
Breyut Convalescent Center, L.L.C. |
New Jersey |
Brierbrook Partners, LLC |
Tennessee |
Brinton Manor, Inc. |
Delaware |
Brockport Operations, Inc. |
Virginia |
Brockport Tenant, LLC |
Delaware |
Brockville Facility Inc. |
Ontario |
Brooklyn Healthcare Investors, LLC |
Delaware |
Broomfield CO Senior Living Owner, LLC |
Delaware |
Brush Creek Subtenant LP |
Delaware |
BSL Huntington Terrace LLC |
Delaware |
Buckhead GA Senior Living Owner, LLC |
Delaware |
Burbank Subtenant LP |
Delaware |
Burlington Woods Convalescent Center, Inc. |
New Jersey |
Burnsville Healthcare Properties, LLC |
Delaware |
Bushey Property Holdings S.a.r.l. |
Luxembourg |
B-X Agawam LLC |
Delaware |
B-X Avon LLC |
Delaware |
B-X Brighton LLC |
Delaware |
B-X Brookfield LLC |
Delaware |
B-X Centerville LLC |
Delaware |
B-X Concord LLC |
Delaware |
B-X Danvers LLC |
Delaware |
B-X East Haven LLC |
Delaware |
B-X Hamden LLC |
Delaware |
B-X Mansfield LLC |
Delaware |
B-X Meriden LLC |
Delaware |
B-X Middletown CT LLC |
Delaware |
B-X Middletown RI LLC |
Delaware |
B-X Milford LLC |
Delaware |
B-X Mystic LLC |
Delaware |
B-X Newton LLC |
Delaware |
B-X Newton Lower Falls LLC |
Delaware |
B-X Newtonville LLC |
Delaware |
B-X Niantic LLC |
Delaware |
B-X North Andover LLC |
Delaware |
B-X North Chelmsford LLC |
Delaware |
B-X Operations Holding Company LLC |
Delaware |
B-X Providence LLC |
Delaware |
B-X Quincy LLC |
Delaware |
B-X Rocky Hill LLC |
Delaware |
B-X Salem LLC |
Delaware |
B-X Shelburne LLC |
Delaware |
B-X South Windsor LLC |
Delaware |
B-X Trumbull LLC |
Delaware |
B-X Warwick LLC |
Delaware |
B-X Waterbury LLC |
Delaware |
B-X Wilbraham LLC |
Delaware |
B-X Willows Cottages LLC |
Delaware |
B-X Willows Cottages Trustee LLC |
Delaware |
B-X Woodbridge LLC |
Delaware |
B-X Worcester LLC |
Delaware |
B-X Yarmouth LLC |
Delaware |
B-XI Acton LLC |
Delaware |
B-XI Bedford LLC |
Delaware |
B-XI Franklin LLC |
Delaware |
B-XI Operations Holding Company LLC |
Delaware |
B-XII Billerica LLC |
Delaware |
B-XII Chelmsford LLC |
Delaware |
B-XII Danvers LLC |
Delaware |
B-XII Haverhill LLC |
Delaware |
B-XII Leominster LLC |
Delaware |
B-XII Nashua LLC |
Delaware |
B-XII Operations Holding Company LLC |
Delaware |
B-XII Plymouth LLC |
Delaware |
B-XII Ridgefield LLC |
Delaware |
B-XII Shrewsbury LLC |
Delaware |
B-XII Waltham LLC |
Delaware |
CAL-GAT Limited Partnership |
Florida |
CAL-LAK Limited Partnership |
Florida |
Camelia Care Limited |
United Kingdom |
Canoga Park Assisted Living L.L.C. |
Delaware |
Canterbury of Shepherdstown Limited Partnership |
West Virginia |
Cassils Road West Property Inc. |
British Columbia |
Castle Rock Healthcare Investors II, LLC |
Delaware |
Castle Rock Healthcare Investors, LLC |
Delaware |
Catonsville Meridian Limited Partnership |
Maryland |
CC3 Acquisition TRS Corp. |
Delaware |
CC3 Acquisition, LLC |
Delaware |
CC3 Facility Owner GP, LLC |
Delaware |
CC3 Facility Owner Holding, LLC |
Delaware |
CC3 MEZZ A, LLC |
Delaware |
CC3 MEZZ B, LLC |
Delaware |
CC3 MEZZ C, LLC |
Delaware |
CC3 MEZZ D, LLC |
Delaware |
CC3 MEZZ E, LLC |
Delaware |
Cerritos Subtenant LP |
Delaware |
Churchill Facility Inc. |
Ontario |
Cincinnati Physicians, LLC |
Delaware |
Claremont Facility Inc. |
Ontario |
Cliftonville Ltd |
Jersey |
Colson & Colson Limited |
United Kingdom |
Columbia Boulevard West Property Inc. |
British Columbia |
Compassus Management Holdings, LLC |
Delaware |
Concord Health Group, Inc. |
Delaware |
Congress Professional Center Property Owners Association, Inc. |
Florida |
Coon Rapids Healthcare Investors, LLC |
Delaware |
Cooper Holding, LLC |
Florida |
Cooper, LLC |
Delaware |
Coventry Subtenant LP |
Delaware |
CPF Landlord, LLC |
Delaware |
Crestview Convalescent Home, Inc. |
Pennsylvania |
Crestview North, Inc. |
Pennsylvania |
CRP/BWN Litchfield, L.L.C. |
Delaware |
CSH-HCN (Alexander) Inc. |
Ontario |
CSH-HCN (Avondale) Inc. |
Ontario |
CSH-HCN (Belcourt) Inc. |
Ontario |
CSH-HCN (Christopher) Inc. |
Ontario |
CSH-HCN (Fountains) Inc. |
Ontario |
CSH-HCN (Gordon) Inc. |
Ontario |
CSH-HCN (Heritage) Inc. |
Ontario |
CSH-HCN (Kingsville) Inc. |
Ontario |
CSH-HCN (Lansing) Inc. |
Ontario |
CSH-HCN (Leamington) Inc. |
Ontario |
CSH-HCN (Livingston) Inc. |
Ontario |
CSH-HCN (Marquis) Inc. |
Ontario |
CSH-HCN (McConnell) Inc. |
Ontario |
CSH-HCN (Pines) Inc. |
Ontario |
CSH-HCN (Regent Park) Inc. |
Canada |
CSH-HCN (Rideau) Inc. |
Ontario |
CSH-HCN (Royalcliffe) Inc. |
Ontario |
CSH-HCN (Scarlett) Inc. |
Ontario |
CSH-HCN (Tranquility) Inc. |
Ontario |
CSH-HCN Lessee (Alexander) GP Inc. |
Ontario |
CSH-HCN Lessee (Alexander) LP |
Ontario |
CSH-HCN Lessee (Archer) GP Inc. |
Ontario |
CSH-HCN Lessee (Archer) LP |
Ontario |
CSH-HCN Lessee (Avondale) GP Inc. |
Ontario |
CSH-HCN Lessee (Avondale) LP |
Ontario |
CSH-HCN Lessee (Belcourt) GP Inc. |
Ontario |
CSH-HCN Lessee (Belcourt) LP |
Ontario |
CSH-HCN Lessee (Boulogne) GP Inc. |
Ontario |
CSH-HCN Lessee (Boulogne) LP |
Ontario |
CSH-HCN Lessee (Chicoutimi) GP Inc. |
Ontario |
CSH-HCN Lessee (Chicoutimi) LP |
Ontario |
CSH-HCN Lessee (Christopher) GP Inc. |
Ontario |
CSH-HCN Lessee (Christopher) LP |
Ontario |
CSH-HCN Lessee (Ecores) GP Inc. |
Ontario |
CSH-HCN Lessee (Ecores) LP |
Ontario |
CSH-HCN Lessee (Fountains) GP Inc. |
Ontario |
CSH-HCN Lessee (Fountains) LP |
Ontario |
CSH-HCN Lessee (Giffard) GP Inc. |
Ontario |
CSH-HCN Lessee (Giffard) LP |
Ontario |
CSH-HCN Lessee (Gordon) GP Inc. |
Ontario |
CSH-HCN Lessee (Gordon) LP |
Ontario |
CSH-HCN Lessee (Harmonie) GP Inc. |
Ontario |
CSH-HCN Lessee (Harmonie) LP |
Ontario |
CSH-HCN Lessee (Heritage) GP Inc. |
Ontario |
CSH-HCN Lessee (Heritage) LP |
Ontario |
CSH-HCN Lessee (Imperial) GP Inc. |
Ontario |
CSH-HCN Lessee (Imperial) LP |
Ontario |
CSH-HCN Lessee (Jonquiere) GP Inc. |
Ontario |
CSH-HCN Lessee (Jonquiere) LP |
Ontario |
CSH-HCN Lessee (Kingsville) GP Inc. |
Ontario |
CSH-HCN Lessee (Kingsville) LP |
Ontario |
CSH-HCN Lessee (Lachine) GP Inc. |
Ontario |
CSH-HCN Lessee (Lachine) LP |
Ontario |
CSH-HCN Lessee (Lansing) GP Inc. |
Ontario |
CSH-HCN Lessee (Lansing) LP |
Ontario |
CSH-HCN Lessee (l'Atrium) GP Inc. |
Ontario |
CSH-HCN Lessee (l'Atrium) LP |
Ontario |
CSH-HCN Lessee (Laviolette) GP Inc. |
Ontario |
CSH-HCN Lessee (Laviolette) LP |
Ontario |
CSH-HCN Lessee (Leamington) GP Inc. |
Ontario |
CSH-HCN Lessee (Leamington) LP |
Ontario |
CSH-HCN Lessee (L'Ermitage) GP Inc. |
Ontario |
CSH-HCN Lessee (l'Ermitage) LP |
Ontario |
CSH-HCN Lessee (L'Estrie) GP Inc. |
Ontario |
CSH-HCN Lessee (L'Estrie) LP |
Ontario |
CSH-HCN Lessee (Livingston) GP Inc. |
Ontario |
CSH-HCN Lessee (Livingston) LP |
Ontario |
CSH-HCN Lessee (Marquis) GP Inc. |
Ontario |
CSH-HCN Lessee (Marquis) LP |
Ontario |
CSH-HCN Lessee (McConnell) GP Inc. |
Ontario |
CSH-HCN Lessee (McConnell) LP |
Ontario |
CSH-HCN Lessee (Notre-Dame) GP Inc. |
Ontario |
CSH-HCN Lessee (Notre-Dame) LP |
Ontario |
CSH-HCN Lessee (Pines) GP Inc. |
Ontario |
Dawn Holdco II Limited |
Jersey |
Dawn Holdco Limited |
Jersey |
Dawn Limited Partnership |
Jersey |
CSH-HCN Lessee (Pines) LP |
Ontario |
CSH-HCN Lessee (Pointe-Aux-Trembles) GP Inc. |
Ontario |
CSH-HCN Lessee (Pointe-Aux-Trembles) LP |
Ontario |
CSH-HCN Lessee (Renaissance) GP Inc. |
Ontario |
CSH-HCN Lessee (Renaissance) LP |
Ontario |
Derby House Ltd |
Jersey |
CSH-HCN Lessee (Rideau) GP Inc. |
Ontario |
CSH-HCN Lessee (Rideau) LP |
Ontario |
CSH-HCN Lessee (Rive-Sud) GP Inc. |
Ontario |
CSH-HCN Lessee (Rive-Sud) LP |
Ontario |
CSH-HCN Lessee (Royalcliffe) GP Inc. |
Ontario |
CSH-HCN Lessee (Royalcliffe) LP |
Ontario |
CSH-HCN Lessee (Saguenay) GP Inc. |
Ontario |
CSH-HCN Lessee (Saguenay) LP |
Ontario |
CSH-HCN Lessee (Saint-Jerome) GP Inc. |
Ontario |
CSH-HCN Lessee (Saint-Jerome) LP |
Ontario |
CSH-HCN Lessee (Scarlett) GP Inc. |
Ontario |
CSH-HCN Lessee (Scarlett) LP |
Ontario |
CSH-HCN Lessee (Tranquility) GP Inc. |
Ontario |
CSH-HCN Lessee (Tranquility) LP |
Ontario |
CSH-HCN Lessee (Trembles) GP Inc. |
Ontario |
CSH-HCN Lessee (Trembles) LP |
Ontario |
CSH-HCN Lessee (Wellesley) GP Inc. |
Ontario |
CSH-HCN Lessee (Wellesley) LP |
Ontario |
Cumberland Associates Of Rhode Island, L.P. |
Delaware |
CW Property Inc. |
British Columbia |
Dawn Opco II Limited |
United Kingdom |
Dawn Opco Limited |
United Kingdom |
DELM Nursing, Inc. |
Pennsylvania |
Denver Tenant, LLC |
Delaware |
DePaul Physicians, LLC |
Delaware |
Dover ALF, LLC |
Delaware |
Dover Health Care Associates, Inc. |
Delaware |
DRF Bardstown LLC |
Minnesota |
DRF Boardman LLC |
Minnesota |
DRF Bridgeton LLC |
Minnesota |
DRF Durango LLC |
Minnesota |
DRF Fenton LLC |
Minnesota |
DRF Gig Harbor LLC |
Minnesota |
DRF Great Falls LLC |
Minnesota |
DRF Lakewood LLC |
Minnesota |
DRF Lenexa LLC |
Minnesota |
DRF Lincoln LLC |
Minnesota |
DRF LSL LLC |
Minnesota |
DRF Merriam LLC |
Minnesota |
DRF Monticello Medical Building LLC |
Minnesota |
DRF Oklahoma City LLC |
Minnesota |
DRF Shawnee Mission LLC |
Minnesota |
DRF South Valley LLC |
Minnesota |
DRF Southwest Medical Building LLC |
Minnesota |
DRF Westminster LLC |
Minnesota |
DSG-2010 Loans I, Inc. |
Delaware |
DSL Landlord, LLC |
Delaware |
DSL Tenant, LLC |
Delaware |
Dublin Senior Community DRV, LLC |
Oklahoma |
Dublin Senior Community WPP, LLC |
Oklahoma |
East 56th Street Investor LLC |
Delaware |
East 56th Street OpCo LLC |
Delaware |
East 56th Street Tenant LLC |
Delaware |
East Meadow A.L., LLC |
Delaware |
Easton Meridian Limited Partnership |
Maryland |
Edella Street Associates |
Pennsylvania |
Edgemont Facility Inc. |
Ontario |
Edison NJ Propco, LLC |
Delaware |
Element Acquisition Sub. 3, LLC |
Delaware |
Encare Of Mendham, L.L.C. |
New Jersey |
Encare of Pennypack, Inc. |
Pennsylvania |
Encare of Quakertown, Inc. |
Pennsylvania |
Encare of Wyncote, Inc. |
Pennsylvania |
EPC Berkshire LLC |
Delaware |
EPC Bradford Square LLC |
Delaware |
EPC Brush Creek LLC |
Delaware |
EPC Burlington LLC |
Delaware |
EPC Coventry LLC |
Delaware |
EPC Dartmouth LLC |
Delaware |
EPC Golden Gate LLC |
Delaware |
EPC Grandview LLC |
Delaware |
EPC Kensington LLC |
Delaware |
G & L Tustin II, LLC |
Delaware |
EPC Laguna Hills LLC |
Delaware |
EPC Las Palmas LLC |
Delaware |
EPC Mission Viejo LLC |
Delaware |
EPC Narrows Glen LLC |
Delaware |
Gemini Davenport, LLC |
Oklahoma |
EPC Needham LLC |
Delaware |
EPC Newburyport LLC |
Delaware |
Gemini Romeoville, LLC |
Oklahoma |
Gemini SS Lessee, LLC |
Oklahoma |
EPC Plymouth LLC |
Delaware |
EPC Regency LLC |
Delaware |
EPC Sagora/Colleyville LLC |
Delaware |
EPC San Ramon LLC |
Delaware |
EPC Sierra Pointe LLC |
Delaware |
EPC Silver Creek LLC |
Delaware |
EPC Simi Hills LLC |
Delaware |
EPC Sonoma LLC |
Delaware |
EPC Tewksbury LLC |
Delaware |
EPC Villa Serra LLC |
Delaware |
EPC Willow Street LLC |
Delaware |
EPOCH at Hingham Subtenant, LLC |
Delaware |
EPOCH at Wellesley Subtenant, LLC |
Delaware |
EPOCH at Westford Subtenant, LLC |
Delaware |
EPOCH Landlord, LLC |
Delaware |
EPOCH Tenant, LLC |
Delaware |
Faribault Assisted Living, LLC |
Minnesota |
FC Compassus, LLC |
Delaware |
FC PAC Holdings, LLC |
Delaware |
FC Trident Investment, LLC |
Delaware |
FC Trident, LLC |
Delaware |
FCA Finance B Secured Party, LLC |
Delaware |
FC-GEN Acquisition Holding, LLC |
Delaware |
FC-GEN Acquisition, Inc. |
Delaware |
FC-GEN Real Estate, LLC |
Delaware |
FC-JEN Leasing, LLC |
Delaware |
FCT Health Holdings, LLC |
Delaware |
FHC Mount Vernon LLC |
Minnesota |
Fieldgate Facility Inc. |
Ontario |
First Tower Holdco, LLC |
Delaware |
First Tower Insurance, LLC |
Tennessee |
FLA-PALM COURT Limited Partnership |
Florida |
Fleetwood Villa Facility Inc. |
Ontario |
Formax Health Holdings, LLC |
Delaware |
G & L Tustin III, LP |
Delaware |
G&L 4150 Regents LP |
Delaware |
G&L 436 Bedford LLC |
Delaware |
G.P. Woods Assisted Living, LLC |
Delaware |
Gemini KC Land, L.L.C. |
Oklahoma |
Gemini Las Colinas, L.L.C. |
Oklahoma |
Gemini Villa Ventura, L.L.C. |
Oklahoma |
Gemini Wexford, L.L.C. |
Oklahoma |
Genesis ElderCare Centers - Harston, Inc. |
Pennsylvania |
Genesis Eldercare Corp. |
Delaware |
Genesis Eldercare National Centers, Inc. |
Florida |
Genesis Health Ventures of Bloomfield, Inc. |
Pennsylvania |
Genesis Health Ventures of Clarks Summit, Inc. |
Pennsylvania |
Genesis Health Ventures of Massachusetts, Inc. |
Pennsylvania |
Genesis Health Ventures of Naugatuck, Inc. |
Pennsylvania |
Genesis Health Ventures of Salisbury, Inc. |
Pennsylvania |
Genesis Health Ventures of West Virginia, Inc. |
Pennsylvania |
Genesis Health Ventures of West Virginia, L.P. |
Pennsylvania |
Genesis Health Ventures of Wilkes-Barre, Inc. |
Pennsylvania |
Genesis Healthcare Centers Holdings, Inc. |
Delaware |
Genesis HealthCare Corporation |
Pennsylvania |
Genesis Healthcare Holding Company I, Inc. |
Delaware |
Genesis Healthcare Holding Company II, Inc. |
Delaware |
Genesis Meridian 7 Leasing Properties Limited Partnership, L.L.P. |
Virginia |
Genesis Meridian 7 Partnership Holding Company L.L.C. |
Delaware |
Genesis Properties Of Delaware Corporation |
Delaware |
Genesis Properties Of Delaware Ltd. Partnership, L.P. |
Delaware |
Genesis/Harbor, LLC |
Delaware |
Genoa Healthcare Investors, LLC |
Delaware |
Geriatric & Medical Companies, Inc. |
Delaware |
Geriatric and Medical Services, Inc. |
New Jersey |
Geri-Med Corp. |
Pennsylvania |
Gig Harbor Physicians, LLC |
Delaware |
Gilbert AZ Senior Living Owner, LLC |
Delaware |
Glenmark Associates - Dawnview Manor, Inc. |
West Virginia |
Glenmark Associates, Inc. |
West Virginia |
Glenmark Properties I, Limited Partnership |
West Virginia |
Glenmark Properties, Inc. |
West Virginia |
GMA - Uniontown, Inc. |
Pennsylvania |
GMA Partnership Holding Company, Inc. |
West Virginia |
GMA-Brightwood, Inc. |
West Virginia |
GMA-Madison, Inc. |
West Virginia |
Golden Gate Subtenant LP |
Delaware |
Grace Lodge Care Holdings S.a.r.l. |
Luxembourg |
Grace Lodge Care Operating S.a.r.l. |
Luxembourg |
Grace Lodge Care S.a.r.l. |
Luxembourg |
Gracewell (Newmarket) Limited |
United Kingdom |
Gracewell Healthcare 1 Limited |
United Kingdom |
Gracewell Healthcare 2 Limited |
United Kingdom |
Gracewell Healthcare 3 Limited |
United Kingdom |
Gracewell Healthcare 4 Limited |
United Kingdom |
Gracewell Investment No.2 S.a.r.l. |
Luxembourg |
Gracewell Investment No.3 S.a.r.l. |
Luxembourg |
Gracewell Investment No.4 S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Bournville) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Newbury) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Solihull) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Sutton) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Bournville) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Newbury) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Solihull) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Sutton) S.a.r.l. |
Luxembourg |
Gracewell Operations Holding Limited |
United Kingdom |
Gracewell Properties (Abercorn) S.a.r.l. |
Luxembourg |
Gracewell Properties (Birmingham) S.a.r.l. |
Luxembourg |
Gracewell Properties (Bournville) S.a.r.l. |
Luxembourg |
Gracewell Properties (Church Crookham) S.a.r.l. |
Luxembourg |
Gracewell Properties (Fareham) S.a.r.l. |
Luxembourg |
Gracewell Properties (Frome) S.a.r.l. |
Luxembourg |
Gracewell Properties (Hamilton) S.a.r.l. |
Luxembourg |
Gracewell Properties (Horley) S.a.r.l. |
Luxembourg |
Gracewell Properties (Kentford) S.a.r.l. |
Luxembourg |
Gracewell Properties (Newbury) S.a.r.l. |
Luxembourg |
Gracewell Properties (Pines) S.a.r.l. |
Luxembourg |
Gracewell Properties (Salisbury) S.a.r.l. |
Luxembourg |
Gracewell Properties (Shelbourne) S.a.r.l. |
Luxembourg |
Gracewell Properties (Solihull) S.a.r.l. |
Luxembourg |
Gracewell Properties (Sutton Coldfield) S.a.r.l. |
Luxembourg |
Gracewell Properties (Sutton) S.a.r.l. |
Luxembourg |
Gracewell Properties (Weymouth) S.a.r.l. |
Luxembourg |
Gracewell Properties Holding S.a.r.l. |
Luxembourg |
Grand Ledge I, LLC |
Delaware |
Grandview Subtenant LP |
Delaware |
Greeneville Healthcare Investors, LLC |
Delaware |
Greenspring Meridian Limited Partnership |
Maryland |
Groton Associates Of Connecticut, L.P. |
Delaware |
GWC-Crestwood, Inc. |
Virginia |
GWC-Dix Hills, Inc. |
Virginia |
GWC-East 56th Street Inc. |
Virginia |
GWC-East Meadow, Inc. |
Virginia |
GWC-East Setauket, Inc. |
Virginia |
GWC-Glen Cove, Inc. |
Virginia |
HCN FCE Life Sciences, LLC |
Delaware |
GWC-Holbrook, Inc. |
Virginia |
GWC-Plainview, Inc. |
Virginia |
GWC-West Babylon, Inc. |
Virginia |
Habitation Domaine Des Trembles Inc. |
Quebec |
Habitation Faubourg Giffard Inc. |
Quebec |
Hammes Company Green Bay I, LLC |
Wisconsin |
Hammes Company Green Bay II, LLC |
Wisconsin |
Hammonds Lane Meridian Limited Partnership |
Maryland |
HCN Hancock Leicester Ltd. |
Guernsey |
HCN Hancock Loxley Park Ltd. |
Guernsey |
HCN Hancock Miramar Ltd. |
Guernsey |
Hanford Court Ltd |
Jersey |
Harbor Crest Tenant, LLC |
Delaware |
Harnett Health Investors, LP |
Virginia |
Hawthorns Braintree Limited |
United Kingdom |
Hawthorns Clevedon Limited |
United Kingdom |
Hawthorns Eastbourne Limited |
United Kingdom |
Hawthorns Retirement Group UK Limited |
United Kingdom |
Hawthorns Retirement Management Limited |
United Kingdom |
Hawthorns Retirement UK Limited |
United Kingdom |
HBLR Operating, LLC |
Delaware |
HBLR/Bothell Operating, LLC |
Delaware |
HBLR/Burlington Operating, LLC |
Delaware |
HBLR/Edmonds Operating, LLC |
Delaware |
HBLR/Highland Park Operating, LLC |
Delaware |
HBLR/Lynnfield Operating, LLC |
Delaware |
HBLR/Northgate Operating, LLC |
Delaware |
HBLR/Randolph Operating, LLC |
Delaware |
HC Mill Creek I, LLC |
Wisconsin |
HC Redmond I, LLC |
Wisconsin |
HC Summit I, LLC |
Wisconsin |
HCN (Pembroke) Property Inc. |
British Columbia |
HCN (Stonehaven) Property Inc. |
British Columbia |
HCN Access Holdings, LLC |
Delaware |
HCN Access Las Vegas I, LLC |
Delaware |
HCN Canadian Holdings GP-1 Ltd. |
Ontario |
HCN Canadian Holdings LP-1 Ltd. |
Ontario |
HCN Canadian Holdings-1 LP |
Ontario |
HCN Canadian Investment (Regent Park) LP |
Ontario |
HCN Canadian Investment-1 LP |
Ontario |
HCN Canadian Investment-4 LP |
Ontario |
HCN Canadian Investment-5 LP |
Ontario |
HCN Canadian Investment-5 ULC |
British Columbia |
HCN Canadian Leasing (British Columbia) Ltd. |
British Columbia |
HCN Canadian Leasing Ltd. |
Ontario |
HCN Canadian Leasing-2 Ltd. |
British Columbia |
HCN Canadian Leasing-3 Ltd. |
British Columbia |
HCN Canadian Leasing-4 Ltd. |
British Columbia |
HCN Canadian Management Services Ltd. |
Ontario |
HCN Canadian Properties Inc. |
New Brunswick |
HCN Capital Holdings II, LLC |
Delaware |
HCN Capital Holdings, LLC |
Delaware |
HCN Development Services Group, Inc. |
Indiana |
HCN DownREIT Member GP, LLC |
Delaware |
HCN DownREIT Member JV, LP |
Delaware |
HCN DownREIT Member, LLC |
Delaware |
HCN DSL Member GP, LLC |
Delaware |
HCN DSL Member JV, LP |
Delaware |
HCN DSL Member REIT, LLC |
Delaware |
HCN DSL Member TRS, LLC |
Delaware |
HCN Emerald Holdings, LLC |
Delaware |
HCN Fountains Leasing Ltd. |
British Columbia |
HCN G&L DownREIT II GP, LLC |
Delaware |
HCN G&L DownREIT II, LLC |
Delaware |
HCN G&L DownREIT LLC |
Delaware |
HCN G&L Holy Cross Sub, LLC |
Delaware |
HCN G&L Roxbury Sub, LLC |
Delaware |
HCN G&L Santa Clarita Sub, LLC |
Delaware |
HCN G&L Valencia Sub, LLC |
Delaware |
HCN Hancock Investments, Ltd |
Jersey |
HCN Imperial Leasing Ltd. |
British Columbia |
HCN Interra Lake Travis LTACH, LLC |
Delaware |
HCN Investment (Regent Park) GP Ltd. |
Ontario |
HCN Investment GP-1 Ltd. |
Ontario |
HCN Investment GP-4 Ltd. |
Ontario |
HCN Investment GP-5 Ltd. |
Ontario |
HCN Kensington Victoria Leasing Ltd. |
British Columbia |
HCN Lake Travis Holdings, LLC |
Delaware |
HCN Lake Travis Property One, LLC |
Delaware |
HCN Lake Travis Property Two, LLC |
Delaware |
HCN Lessee (Pembroke) GP Inc. |
British Columbia |
HCN Lessee (Pembroke) LP |
Ontario |
HCN Lessee (Ross) GP Inc. |
British Columbia |
HCN Lessee (Ross) LP |
Ontario |
HCN Lessee (Stonehaven) GP Inc. |
British Columbia |
HCN Lessee (Stonehaven) LP |
Ontario |
HCN Navvis Clarkson Valley, LLC |
Delaware |
HCN Portsmouth Leasing Ltd. |
British Columbia |
HCN Renaissance (Regal) Leasing Ltd. |
British Columbia |
HCN Renaissance Leasing Ltd. |
British Columbia |
HCN Rendina Holdings, LLC |
Delaware |
HCN Rendina Merced, LLC |
Delaware |
HCN Ross Leasing Ltd. |
British Columbia |
HCN Share Holdings JV GP, LLC |
Delaware |
HCN Share Holdings JV, LP |
Delaware |
HCN Sunwood Leasing Ltd. |
British Columbia |
HCN UK Holdco Limited |
Jersey |
HCN UK Investments Limited |
Jersey |
HCN UK Management Services Limited |
United Kingdom |
HCN UK Saints Investments Ltd |
Jersey |
HCN-Revera (Annex) Inc. |
Ontario |
HCN-Revera (Appleby Place) Inc. |
Ontario |
HCN-Revera (Aspen Ridge) Inc. |
Ontario |
HCN-Revera (Beechwood) Inc. |
Ontario |
HCN-Revera (Bough Beeches Place) Inc. |
Ontario |
HCN-Revera (Centennial Park Place) Inc. |
Ontario |
HCN-Revera (Churchill Place) Inc. |
Ontario |
HCN-Revera (Colonel By) Inc. |
Ontario |
HCN-Revera (Constitution Place) Inc. |
Ontario |
HCN-Revera (Don Mills/Donway Place) Inc. |
Ontario |
HCN-Revera (Edinburgh) Inc. |
Ontario |
HCN-Revera (Evergreen) Inc. |
Ontario |
HCN-Revera (Fergus Place) Inc. |
Ontario |
HCN-Revera (Forest Hill Place) Inc. |
Ontario |
HCN-Revera (Glynnwood) Inc. |
Ontario |
HCN-Revera (Hollyburn House) Inc. |
Ontario |
HCN-Revera (Inglewood) Inc. |
Ontario |
HCN-Revera (Kensington Victoria) Inc. |
Ontario |
HCN-Revera (Kensington) Inc. |
Ontario |
HCN-Revera (Leaside) Inc. |
Ontario |
HCN-Revera (Parkwood Court) Inc. |
Ontario |
HCN-Revera (Parkwood Manor) Inc. |
Ontario |
HCN-Revera (Parkwood Place) Inc. |
Ontario |
HCN-Revera (Rayoak Place) Inc. |
Ontario |
HCN-Revera (Regal) Limited Partnership |
Ontario |
HCN-Revera (River Ridge) Inc. |
Ontario |
HCN-Revera (Stone Lodge) Inc. |
Ontario |
HCN-Revera (Valley Stream) Inc. |
Ontario |
HCN-Revera (Victoria Place) Inc. |
Ontario |
HCN-Revera (Weber) Inc. |
Ontario |
HCN-Revera (Wellington) Inc. |
Ontario |
HCN-Revera (Westwood) Inc. |
Ontario |
HCN-Revera (Whitecliff) Inc. |
Ontario |
HCN-Revera (Windermere on the Mount) Inc. |
Ontario |
HCN-Revera Joint Venture GP Inc. |
Ontario |
HCN-Revera Joint Venture Limited Partnership |
Ontario |
HCN-Revera Joint Venture ULC |
British Columbia |
HCN-Revera Lessee (Alta Vista) GP Inc. |
Ontario |
HCN-Revera Lessee (Alta Vista) LP |
Ontario |
HCN-Revera Lessee (Annex) GP Inc. |
Ontario |
HCN-Revera Lessee (Annex) LP |
Ontario |
HCN-Revera Lessee (Appleby Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Appleby Place) LP |
Ontario |
HCN-Revera Lessee (Arnprior Villa) GP Inc. |
Ontario |
HCN-Revera Lessee (Arnprior Villa) LP |
Ontario |
HCN-Revera Lessee (Aspen Ridge) GP Inc. |
Ontario |
HCN-Revera Lessee (Aspen Ridge) LP |
Ontario |
HCN-Revera Lessee (Barrhaven) GP Inc. |
Ontario |
HCN-Revera Lessee (Barrhaven) LP |
Ontario |
HCN-Revera Lessee (Beechwood) GP Inc. |
Ontario |
HCN-Revera Lessee (Beechwood) LP |
Ontario |
HCN-Revera Lessee (Bentley Moose Jaw) GP Inc. |
Ontario |
HCN-Revera Lessee (Bentley Moose Jaw) LP |
Ontario |
HCN-Revera Lessee (Bentley Regina) GP Inc. |
Ontario |
HCN-Revera Lessee (Bentley Regina) LP |
Ontario |
HCN-Revera Lessee (Bentley Saskatoon) GP Inc. |
Ontario |
HCN-Revera Lessee (Bentley Saskatoon) LP |
Ontario |
HCN-Revera Lessee (Bentley Swift Current) GP Inc. |
Ontario |
HCN-Revera Lessee (Bentley Swift Current) LP |
Ontario |
HCN-Revera Lessee (Bentley Yorkton) GP Inc. |
Ontario |
HCN-Revera Lessee (Bentley Yorkton) LP |
Ontario |
HCN-Revera Lessee (Birkdale) GP Inc. |
Ontario |
HCN-Revera Lessee (Birkdale) LP |
Ontario |
HCN-Revera Lessee (Bough Beeches Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Bough Beeches Place) LP |
Ontario |
HCN-Revera Lessee (Bradgate Arms) GP Inc. |
Ontario |
HCN-Revera Lessee (Bradgate Arms) LP |
Ontario |
HCN-Revera Lessee (Briargate) GP Inc. |
Ontario |
HCN-Revera Lessee (Briargate) LP |
Ontario |
HCN-Revera Lessee (Bridlewood Manor) GP Inc. |
Ontario |
HCN-Revera Lessee (Bridlewood Manor) LP |
Ontario |
HCN-Revera Lessee (Cambridge) GP Inc. |
Ontario |
HCN-Revera Lessee (Cambridge) LP |
Ontario |
HCN-Revera Lessee (Cedarcroft Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Cedarcroft Place) LP |
Ontario |
HCN-Revera Lessee (Centennial Park Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Centennial Park Place) LP |
Ontario |
HCN-Revera Lessee (Chateau Renoir) GP Inc. |
Ontario |
HCN-Revera Lessee (Chateau Renoir) LP |
Ontario |
HCN-Revera Lessee (Chatham) GP Inc. |
Ontario |
HCN-Revera Lessee (Chatham) LP |
Ontario |
HCN-Revera Lessee (Churchill Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Churchill Place) LP |
Ontario |
HCN-Revera Lessee (Clair Matin) GP Inc. |
Ontario |
HCN-Revera Lessee (Clair Matin) LP |
Ontario |
HCN-Revera Lessee (Claremont) GP Inc. |
Ontario |
HCN-Revera Lessee (Claremont) LP |
Ontario |
HCN-Revera Lessee (Colonel By) GP Inc. |
Ontario |
HCN-Revera Lessee (Colonel By) LP |
Ontario |
HCN-Revera Lessee (Constitution Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Constitution Place) LP |
Ontario |
HCN-Revera Lessee (Crofton Manor) GP Inc. |
Ontario |
HCN-Revera Lessee (Crofton Manor) LP |
Ontario |
HCN-Revera Lessee (Don Mills) GP Inc. |
Ontario |
HCN-Revera Lessee (Don Mills) LP |
Ontario |
HCN-Revera Lessee (Donway Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Donway Place) LP |
Ontario |
HCN-Revera Lessee (Dorchester) GP Inc. |
Ontario |
HCN-Revera Lessee (Dorchester) LP |
Ontario |
HCN-Revera Lessee (Edgemont) GP Inc. |
Ontario |
HCN-Revera Lessee (Edgemont) LP |
Ontario |
HCN-Revera Lessee (Edinburgh) GP Inc. |
Ontario |
HCN-Revera Lessee (Edinburgh) LP |
Ontario |
HCN-Revera Lessee (Emerite de Brossard) GP Inc. |
Ontario |
HCN-Revera Lessee (Emerite de Brossard) LP |
Ontario |
HCN-Revera Lessee (Evergreen) GP Inc. |
Ontario |
HCN-Revera Lessee (Evergreen) LP |
Ontario |
HCN-Revera Lessee (Fergus Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Fergus Place) LP |
Ontario |
HCN-Revera Lessee (Fleetwood Villa) GP Inc. |
Ontario |
HCN-Revera Lessee (Fleetwood Villa) LP |
Ontario |
HCN-Revera Lessee (Forest Hill Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Forest Hill Place) LP |
Ontario |
HCN-Revera Lessee (Franklin) GP Inc. |
Ontario |
HCN-Revera Lessee (Franklin) LP |
Ontario |
HCN-Revera Lessee (Glynnwood) GP Inc. |
Ontario |
HCN-Revera Lessee (Glynnwood) LP |
Ontario |
HCN-Revera Lessee (Grand Wood) GP Inc. |
Ontario |
HCN-Revera Lessee (Grand Wood) LP |
Ontario |
HCN-Revera Lessee (Greenway) GP Inc. |
Ontario |
HCN-Revera Lessee (Greenway) LP |
Ontario |
HCN-Revera Lessee (Heartland) GP Inc. |
Ontario |
HCN-Revera Lessee (Heartland) LP |
Ontario |
HCN-Revera Lessee (Heritage Lodge) GP Inc. |
Ontario |
HCN-Revera Lessee (Heritage Lodge) LP |
Ontario |
HCN-Revera Lessee (Highland Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Highland Place) LP |
Ontario |
HCN-Revera Lessee (Hollyburn House) GP Inc. |
Ontario |
HCN-Revera Lessee (Hollyburn House) LP |
Ontario |
HCN-Revera Lessee (Horizon Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Horizon Place) LP |
Ontario |
HCN-Revera Lessee (Hunt Club Manor) GP Inc. |
Ontario |
HCN-Revera Lessee (Hunt Club Manor) LP |
Ontario |
HCN-Revera Lessee (Inglewood) GP Inc. |
Ontario |
HCN-Revera Lessee (Inglewood) LP |
Ontario |
HCN-Revera Lessee (Jardins du Couvent) GP Inc. |
Ontario |
HCN-Revera Lessee (Jardins du Couvent) LP |
Ontario |
HCN-Revera Lessee (Jardins Interieurs) GP Inc. |
Ontario |
HCN-Revera Lessee (Jardins Interieurs) LP |
Ontario |
HCN-Revera Lessee (Jardins Vaudreuil) GP Inc. |
Ontario |
HCN-Revera Lessee (Jardins Vaudreuil) LP |
Ontario |
HCN-Revera Lessee (Kensington Victoria) GP Inc. |
Ontario |
HCN-Revera Lessee (Kensington Victoria) LP |
Ontario |
HCN-Revera Lessee (Kensington) GP Inc. |
Ontario |
HCN-Revera Lessee (Kensington) LP |
Ontario |
HCN-Revera Lessee (King Gardens) GP Inc. |
Ontario |
HCN-Revera Lessee (King Gardens) LP |
Ontario |
HCN-Revera Lessee (Kingsway) GP Inc. |
Ontario |
HCN-Revera Lessee (Kingsway) LP |
Ontario |
HCN-Revera Lessee (Landmark Court) GP Inc. |
Ontario |
HCN-Revera Lessee (Landmark Court) LP |
Ontario |
HCN-Revera Lessee (Leaside) GP Inc. |
Ontario |
HCN-Revera Lessee (Leaside) LP |
Ontario |
HCN-Revera Lessee (Lundy Manor) GP Inc. |
Ontario |
HCN-Revera Lessee (Lundy Manor) LP |
Ontario |
HCN-Revera Lessee (Lynwood) GP Inc. |
Ontario |
HCN-Revera Lessee (Lynwood) LP |
Ontario |
HCN-Revera Lessee (Manoir Lafontaine) GP Inc. |
Ontario |
HCN-Revera Lessee (Manoir Lafontaine) LP |
Ontario |
HCN-Revera Lessee (Maplecrest) GP Inc. |
Ontario |
HCN-Revera Lessee (Maplecrest) LP |
Ontario |
HCN-Revera Lessee (Marian Chateau) GP Inc. |
Ontario |
HCN-Revera Lessee (Marian Chateau) LP |
Ontario |
HCN-Revera Lessee (McKenzie Towne) GP Inc. |
Ontario |
HCN-Revera Lessee (McKenzie Towne) LP |
Ontario |
HCN-Revera Lessee (Meadowlands) GP Inc. |
Ontario |
HCN-Revera Lessee (Meadowlands) LP |
Ontario |
HCN-Revera Lessee (Ogilvie Villa) GP Inc. |
Ontario |
HCN-Revera Lessee (Ogilvie Villa) LP |
Ontario |
HCN-Revera Lessee (Parkwood Court) GP Inc. |
Ontario |
HCN-Revera Lessee (Parkwood Court) LP |
Ontario |
HCN-Revera Lessee (Parkwood Manor) GP Inc. |
Ontario |
HCN-Revera Lessee (Parkwood Manor) LP |
Ontario |
HCN-Revera Lessee (Parkwood Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Parkwood Place) LP |
Ontario |
HCN-Revera Lessee (Pavillon des Cedres) GP Inc. |
Ontario |
HCN-Revera Lessee (Pavillon des Cedres) LP |
Ontario |
HCN-Revera Lessee (Plymouth) GP Inc. |
Ontario |
HCN-Revera Lessee (Plymouth) LP |
Ontario |
HCN-Revera Lessee (Port Perry) GP Inc. |
Ontario |
HCN-Revera Lessee (Port Perry) LP |
Ontario |
HCN-Revera Lessee (Portobello) GP Inc. |
Ontario |
HCN-Revera Lessee (Portobello) LP |
Ontario |
HCN-Revera Lessee (Portsmouth) GP Inc. |
Ontario |
HCN-Revera Lessee (Portsmouth) LP |
Ontario |
HCN-Revera Lessee (Prince of Wales) GP Inc. |
Ontario |
HCRI Abingdon Holdings, Inc. |
North Carolina |
HCRI Abingdon Properties, LP |
North Carolina |
HCN-Revera Lessee (Prince of Wales) LP |
Ontario |
HCN-Revera Lessee (Queenswood Villa) GP Inc. |
Ontario |
HCN-Revera Lessee (Queenswood Villa) LP |
Ontario |
HCN-Revera Lessee (Rayoak Place) GP Inc. |
Ontario |
HCN-Revera Lessee (Rayoak Place) LP |
Ontario |
HCN-Revera Lessee (Renaissance) GP Inc. |
Ontario |
HCN-Revera Lessee (Renaissance) LP |
Ontario |
HCN-Revera Lessee (River Ridge) GP Inc. |
Ontario |
HCN-Revera Lessee (River Ridge) LP |
Ontario |
HCN-Revera Lessee (Riverbend) GP Inc. |
Ontario |
HCN-Revera Lessee (Riverbend) LP |
Ontario |
HCN-Revera Lessee (Robertson House) GP Inc. |
Ontario |
HCN-Revera Lessee (Robertson House) LP |
Ontario |
HCN-Revera Lessee (Scenic Acres) GP Inc. |
Ontario |
HCN-Revera Lessee (Scenic Acres) LP |
Ontario |
HCN-Revera Lessee (St. Lawrence Place) GP Inc. |
Ontario |
HCN-Revera Lessee (St. Lawrence Place) LP |
Ontario |
HCRI Asheboro Holdings, Inc. |
North Carolina |
HCRI Asheboro Properties, LP |
North Carolina |
HCN-Revera Lessee (Stittsville Villa) GP Inc. |
Ontario |
HCN-Revera Lessee (Stittsville Villa) LP |
Ontario |
HCN-Revera Lessee (Stone Lodge) GP Inc. |
Ontario |
HCN-Revera Lessee (Stone Lodge) LP |
Ontario |
HCN-Revera Lessee (Sunwood) GP Inc. |
Ontario |
HCN-Revera Lessee (Sunwood) LP |
Ontario |
HCRI Burlington Manor Holdings, Inc. |
North Carolina |
HCRI Burlington Manor Properties, LP |
North Carolina |
HCN-Revera Lessee (Terrace Gardens) GP Inc. |
Ontario |
HCN-Revera Lessee (Terrace Gardens) LP |
Ontario |
HCN-Revera Lessee (The Churchill) GP Inc. |
Ontario |
HCRI Concord Place Holdings, Inc. |
North Carolina |
HCRI Concord Place Properties, LP |
North Carolina |
HCN-Revera Lessee (The Churchill) LP |
Ontario |
HCN-Revera Lessee (Trafalgar Lodge) GP Inc. |
Ontario |
HCRI Cumberland Properties, LLC |
Delaware |
HCN-Revera Lessee (Trafalgar Lodge) LP |
Ontario |
HCN-Revera Lessee (Valley Stream) GP Inc. |
Ontario |
HCN-Revera Lessee (Valley Stream) LP |
Ontario |
HCN-Revera Lessee (Victoria Place) GP Inc. |
Ontario |
HCRI Eden Holdings, Inc. |
North Carolina |
HCRI Eden Properties, LP |
North Carolina |
HCN-Revera Lessee (Victoria Place) LP |
Ontario |
HCN-Revera Lessee (Waverley/Rosewood) GP Inc. |
Ontario |
HCN-Revera Lessee (Waverley/Rosewood) LP |
Ontario |
HCN-Revera Lessee (Weber) GP Inc. |
Ontario |
HCN-Revera Lessee (Weber) LP |
Ontario |
HCN-Revera Lessee (Wellington) GP Inc. |
Ontario |
HCN-Revera Lessee (Wellington) LP |
Ontario |
HCRI Financing, Inc. |
Delaware |
HCN-Revera Lessee (Westwood) GP Inc. |
Ontario |
HCN-Revera Lessee (Westwood) LP |
Ontario |
HCN-Revera Lessee (Whitecliff) GP Inc. |
Ontario |
HCN-Revera Lessee (Whitecliff) LP |
Ontario |
HCN-Revera Lessee (Windermere on the Mount) GP Inc. |
Ontario |
HCN-Revera Lessee (Windermere on the Mount) LP |
Ontario |
HCN-Revera Lessee (Windsor) GP Inc. |
Ontario |
HCRI Gaston Manor Holdings, Inc. |
North Carolina |
HCRI Gaston Manor Properties, LP |
North Carolina |
HCN-Revera Lessee (Windsor) LP |
Ontario |
HCN-TH Wisconsin I, LLC |
Delaware |
HCRI High Point Manor Holdings, Inc. |
North Carolina |
HCRI High Point Manor Properties, LP |
North Carolina |
HCN-TH Wisconsin II, LLC |
Delaware |
HCN-TH Wisconsin III, LLC |
Delaware |
HCN-TH Wisconsin IV, LLC |
Delaware |
HCN-TH Wisconsin V, LLC |
Delaware |
HCN-TH Wisconsin VI, LLC |
Delaware |
HCN-TH Wisconsin VII, LLC |
Delaware |
HCN-TH Wisconsin VIII, LLC |
Delaware |
HCRE Solutions, LLC |
Delaware |
HCRI 10301 Hagen Ranch Holdings, LLC |
Delaware |
HCRI 10301 Hagen Ranch Properties II, LLC |
Delaware |
HCRI 10301 Hagen Ranch Properties, LLC |
Delaware |
HCRI 1950 Sunny Crest Drive, LLC |
Delaware |
HCRI 3400 Old Milton, LLC |
Delaware |
HCRI 5670 Peachtree Dunwoody, LLC |
Delaware |
HCRI 975 Johnson Ferry, LLC |
Delaware |
HCRI AL U.S. Bonita Subtenant, LLC |
Delaware |
HCRI AL U.S. Boulder Subtenant, LLC |
Delaware |
HCRI AL U.S. G.P. Woods Subtenant, LLC |
Delaware |
HCRI AL U.S. GP Woods II Subtenant, LLC |
Delaware |
HCRI AL U.S. Huntington Beach Subtenant, LLC |
Delaware |
HCRI AL U.S. La Jolla Subtenant, LLC |
Delaware |
HCRI AL U.S. La Palma Subtenant, LLC |
Delaware |
HCRI AL U.S. Newtown Square Subtenant, LLC |
Delaware |
HCRI AL U.S. Playa Vista Subtenant, LLC |
Delaware |
HCRI AL U.S. Sacramento Subtenant, LLC |
Delaware |
HCRI AL U.S. San Gabriel Subtenant, LLC |
Delaware |
HCRI AL U.S. Seal Beach Subtenant, LLC |
Delaware |
HCRI AL U.S. Studio City Subtenant, LLC |
Delaware |
HCRI AL U.S. Wilmington Subtenant, LLC |
Delaware |
HCRI AL U.S. Woodland Hills Subtenant, LLC |
Delaware |
HCRI Allen Medical Facility, LLC |
Delaware |
HCRI Ancillary TRS, Inc. |
Delaware |
HCRI Baylor Grapevine ASC, LLC |
Delaware |
HCRI Baylor Grapevine Medical Plaza, LLC |
Delaware |
HCRI Beachwood, Inc. |
Ohio |
HCRI Boardman Properties, LLC |
Delaware |
HCRI Braintree Subtenant, LLC |
Delaware |
HCRI Raleigh Medical Facility, LLC |
Delaware |
HCRI Broadview, Inc. |
Ohio |
HCRI Carmel Building A Medical Facility, LLC |
Delaware |
HCRI Carmel Building B Medical Facility, LLC |
Delaware |
HCRI Cold Spring Properties, LLC |
Delaware |
HCRI Connecticut Avenue Subtenant, LLC |
Delaware |
HCRI Crestwood Subtenant, LLC |
Delaware |
HCRI Dallas Medical Facility, LLC |
Delaware |
HCRI Senior Housing Properties, Inc. |
Delaware |
HCRI Deerfield Beach Medical Facility, LLC |
Delaware |
HCRI Draper Place Properties Trust |
Massachusetts |
HCRI Drum Hill Properties, LLC |
Delaware |
HCRI Edison Subtenant, LLC |
Delaware |
HCRI Emerald Holdings III, LLC |
Delaware |
HCRI Statesville Place Holdings I, Inc. |
North Carolina |
HCRI Statesville Place Holdings II, Inc. |
North Carolina |
HCRI Statesville Place Properties I, LP |
North Carolina |
HCRI Statesville Place Properties II, LP |
North Carolina |
HCRI Emerald Holdings IV, LLC |
Delaware |
HCRI Emerald Holdings, LLC |
Delaware |
HCRI Fairfax Subtenant, LLC |
Delaware |
HCRI Fairmont Properties, LLC |
Delaware |
HCRI Financial Services, LLC |
Delaware |
HCRI Fore River Medical Facility, LLC |
Delaware |
HCRI Fort Bend Clinic, LLC |
Delaware |
HCRI Fort Wayne Medical Facility, LLC |
Delaware |
HCRI Fox Hill (HCU) Subtenant, LLC |
Delaware |
HCRI Fullerton Subtenant, LLC |
Delaware |
HCRI Gardner Park Tenant TRS, LLC |
Delaware |
HCRI Gardner Park TRS, LLC |
Delaware |
HCRI Henderson Subtenant, LLC |
Delaware |
HCRI Hermosa Beach TRS, LLC |
Delaware |
HCRI Holdings Trust |
Massachusetts |
HCRI Illinois Properties, LLC |
Delaware |
HCRI Indiana Properties, Inc. |
Delaware |
HCRI Indiana Properties, LLC |
Indiana |
HCRI Investments, Inc. |
Delaware |
HCRI Kansas Properties, LLC |
Delaware |
HCRI Karrington TRS, LLC |
Delaware |
HCRI Kentucky Properties, LLC |
Kentucky |
HCRI Kirkland Properties, LLC |
Delaware |
HCRI Leominster TRS, LLC |
Delaware |
HCRI Limited Holdings, Inc. |
Delaware |
HCRI Logistics, Inc. |
Delaware |
HCRI Louisiana Properties, L.P. |
Delaware |
HCRI Marina Place Properties Trust |
Massachusetts |
HCRI Massachusetts Properties Trust |
Massachusetts |
HCRI Massachusetts Properties Trust II |
Massachusetts |
HCRI Massachusetts Properties, Inc. |
Delaware |
HCRI McLean TRS, LLC |
Delaware |
HCRI Merrillville Medical Facility, LLC |
Delaware |
HCRI Monterey Subtenant, LLC |
Delaware |
HCRI MSH Gardner Park, LLC |
Delaware |
HCRI Nassau Bay Medical Facility, LLC |
Delaware |
HCRI Nevada Properties, Inc. |
Nevada |
HCRI New Hampshire Properties, LLC |
Delaware |
HCRI North Carolina Properties I, Inc. |
North Carolina |
HCRI North Carolina Properties II, Inc. |
North Carolina |
HCRI North Carolina Properties III, Limited Partnership |
North Carolina |
HCRI North Carolina Properties, LLC |
Delaware |
HCRI NY-NJ Properties, LLC |
Delaware |
HCRI of Folsom Tenant, LLC |
California |
HCRI Weddington Park Holdings, Inc. |
North Carolina |
HCRI Weddington Park Properties, LP |
North Carolina |
HCRI of Upland Tenant, LLC |
California |
HCRI Pennsylvania Properties Holding Company |
Delaware |
HCRI Pennsylvania Properties, Inc. |
Pennsylvania |
HCRI Plano Medical Facility, LLC |
Delaware |
HCRI Prestonwood Medical Facility, LLC |
Delaware |
HCRI Provider Properties, LLC |
Delaware |
HCRI Purchasing, LLC |
Delaware |
HCRI Red Fox ManCo, LLC |
Delaware |
HCRI Red Fox OpCo, LLC |
Delaware |
HCRI Ridgeland Pointe Properties, LLC |
Delaware |
HCRI Rogers Medical Facility, LLC |
Delaware |
HCRI Roswell I Medical Facility, LLC |
Delaware |
HCRI Roswell II Medical Facility, LLC |
Delaware |
HCRI Roswell III Medical Facility, LLC |
Delaware |
HCRI SL II TRS Corp. |
Delaware |
HCRI SL III TRS Corp. |
Delaware |
HCRI SL IV TRS Corp. |
Delaware |
HCRI Southern Investments I, Inc. |
Delaware |
HCRI Southlake Medical Facility, LLC |
Delaware |
HCRI Summit Properties, LLC |
Delaware |
HCRI Sun Development TRS, LLC |
Delaware |
HCRI Sun GP I, LLC |
Delaware |
HCRI Sun I Braintree MA Senior Living, LLC |
Delaware |
HCRI Sun I Fullerton CA Senior Living, LP |
Delaware |
HCRI Sun I Henderson NV Senior Living, LLC |
Delaware |
HCRI Sun III Dresher Senior Living, LP |
Delaware |
HCRI Sun III Golden Valley Senior Living, LLC |
Delaware |
HCRI Sun III GP, LLC |
Delaware |
HCRI Sun III Lenexa Senior Living, LLC |
Delaware |
HCRI Sun III Minnetonka Senior Living, LLC |
Delaware |
HCRI Sun III Palo Alto Senior Living, LP |
Delaware |
HCRI Sun III Plano Senior Living, LP |
Delaware |
HCRI Sun III Shelby Senior Living, LLC |
Delaware |
HCRI Sun III Tenant Acquisition, LLC |
Delaware |
HCRI Sun III Tenant GP, LLC |
Delaware |
HCRI Sun III Tenant, LP |
Delaware |
HCRI Sun III TRS, LLC |
Delaware |
HCRI Sun Partners II, LLC |
Delaware |
HCRI Sun Partners III, LLC |
Delaware |
HCRI Sun Partners IV, LLC |
Delaware |
HCRI Sun Three Lombard IL Senior Living, LLC |
Delaware |
HCRI Sun Three Pool One, LLC |
Delaware |
HCRI Sun Two Baton Rouge LA Senior Living, LLC |
Delaware |
Horizon Associates, Inc. |
West Virginia |
HCRI Sun Two Broomfield CO Senior Living, LLC |
Delaware |
HCRI Sun Two Gilbert AZ Senior Living, LLC |
Delaware |
HCRI Sun Two McCandless PA Senior Living, LP |
Delaware |
HCRI Sun Two Metairie LA Senior Living, LLC |
Delaware |
HCRI Sun Two Pool One GP, LLC |
Delaware |
HCRI Sun Two Pool One, LLC |
Delaware |
HCRI Sun Two Pool Two, LLC |
Delaware |
HCRI Sun Two Simi Valley CA Senior Living, LP |
Delaware |
HCRI Tallahassee Medical Facility, LLC |
Delaware |
HCRI Tennessee Properties, LLC |
Delaware |
HCRI Texas Health Southlake Hospital Medical Facility, LLC |
Delaware |
HCRI Texas Properties, Inc. |
Delaware |
HCRI Texas Properties, Ltd. |
Texas |
HCRI TRS Acquirer II, LLC |
Delaware |
HCRI TRS Acquirer, LLC |
Delaware |
HCRI TRS Trident Investment, LLC |
Delaware |
HCRI Tucson Properties, Inc. |
Delaware |
HCRI Van Nuys Medical Facility, LLC |
Delaware |
HCRI Virginia Beach Medical Facility, LLC |
Delaware |
HCRI Webb Gin Subtenant, LLC |
Delaware |
HCRI Westgate Medical Facility, LLC |
Delaware |
HCRI Westlake, Inc. |
Ohio |
HCRI Westover Hills Baptist Medical Facility II, LLC |
Delaware |
HCRI Westover Hills Baptist Medical Facility, LLC |
Delaware |
HCRI Wilburn Gardens Properties, LLC |
Delaware |
HCRI Wisconsin Properties, LLC |
Wisconsin |
HCRI/SRZ Master OpCo, LLC |
Delaware |
HCRIX Houston, LLC |
Delaware |
HCRIX Royal, LLC |
Delaware |
Health Care REIT, LLC |
Delaware |
Health Resources Of Cedar Grove, Inc. |
New Jersey |
Health Resources Of Cinnaminson, Inc. |
New Jersey |
Health Resources Of Cranbury, L.L.C. |
New Jersey |
Health Resources Of Cumberland, Inc. |
Delaware |
Health Resources of Eatontown, L.L.C. |
New Jersey |
Health Resources Of Emery, L.L.C. |
New Jersey |
Health Resources Of Englewood, Inc. |
New Jersey |
Health Resources of Fair Lawn, L.L.C. |
New Jersey |
LLUMCM, LLC |
Delaware |
Health Resources of Gardner, Inc. |
Delaware |
Health Resources Of Glastonbury, Inc. |
Connecticut |
Health Resources Of Groton, Inc. |
Delaware |
Health Resources Of Middletown (RI), Inc. |
Delaware |
Health Resources Of Ridgewood, L.L.C. |
New Jersey |
Health Resources Of Rockville, Inc. |
Delaware |
Health Resources Of South Brunswick, L.L.C. |
New Jersey |
Health Resources Of Wallingford, Inc. |
Delaware |
Health Resources Of Warwick, Inc. |
Delaware |
Health Resources Of West Orange, L.L.C. |
New Jersey |
Healthcare Property Managers Of America, LLC |
Florida |
Healthcare Resources Corp. |
Pennsylvania |
Healthlease Properties Administration Company ULC |
British Columbia |
HealthLease U.S., Inc. |
Delaware |
Heat Merger Sub, LLC |
Delaware |
Heat OP TRS, Inc. |
Delaware |
Hempstalls Hall Ltd |
Jersey |
HH Florida, LLC |
Delaware |
Highcliffe Ltd |
Jersey |
Highland Healthcare Investors, LLC |
Delaware |
Master MetSun, LP |
Delaware |
Hilltop Health Care Center, Inc. |
Delaware |
Hinckley House Ltd |
Jersey |
Hingham Terry Drive I LLC |
Delaware |
HL GP, LLC |
Indiana |
Holiday Retirement (Clevedon) Limited |
United Kingdom |
Holly Manor Associates Of New Jersey, L.P. |
Delaware |
Horse Fair Ltd |
Jersey |
HRWV Huntington, Inc. |
West Virginia |
Hudson MOB Holdings, Inc. |
Delaware |
Hunt Club Manor Facility Inc. |
Ontario |
I.L.S. Care Communities Inc. |
Manitoba |
Imperial Place Residence Inc. / Residence Place Imperiale Inc. |
Quebec |
Jackson Investors, LLC |
Delaware |
Johns Creek GA Senior Living Owner, LLC |
Delaware |
Jupiter Landlord, LLC |
Delaware |
Kaiser Gemini Burgundy, LLC |
Oklahoma |
Kaiser Gemini Woodland, LLC |
Oklahoma |
Karrington of Findlay Ltd. |
Ohio |
Kensington Subtenant LP |
Delaware |
Keystone Communities of Eagan, LLC |
Minnesota |
Keystone Communities of Highland Park, LLC |
Delaware |
Keystone Communities of Mankato, LLC |
Minnesota |
Keystone Communities of Prior Lake, LLC |
Minnesota |
Keystone Communities of Roseville, LLC |
Delaware |
Keystone Nursing Home, Inc. |
Delaware |
Killeen Healthcare Investors, LLC |
Delaware |
King Street Facility Inc. |
Ontario |
Kingston Facility Inc. |
Ontario |
Kirkstall Aire View Ltd |
Jersey |
Knollwood Manor, Inc. |
Pennsylvania |
MetSun Cinco Ranch TX Senior Living, LP |
Delaware |
MetSun Fort Worth TX Senior Living, LP |
Delaware |
KSL Landlord, LLC |
Delaware |
MetSun Highland SLC UT Senior Living, LLC |
Delaware |
Laguna Hills Subtenant LP |
Delaware |
Lake Mead Medical Investors Limited Partnership |
Florida |
Landmark Facility Inc. |
Ontario |
Las Palmas Subtenant LP |
Delaware |
Laurel Health Resources, Inc. |
Delaware |
Lawrence Care (Maids Moreton) Limited |
United Kingdom |
Le Wellesley Inc. |
Quebec |
Leawood Tenant, LLC |
Delaware |
MetSun Two Frisco TX Senior Living, LP |
Delaware |
MetSun Two Pool Three GP, LLC |
Delaware |
Lehigh Nursing Homes, Inc. |
Pennsylvania |
Lenexa Investors II, LLC |
Delaware |
Lenexa Investors, LLC |
Delaware |
Leon Dorchester Facility Inc. |
Ontario |
Les Belvederes De Lachine Inc. |
Canada |
Les Jardins Laviolette Inc. |
Quebec |
Les Residences-Hotellerie Harmonie Inc. |
Quebec |
Liberty Ridge Health Investors, LLC |
Virginia |
Lillington AL Health Investors, LP |
Virginia |
Lombard IL Senior Living Owner, LLC |
Delaware |
Louisville KY Senior Living Owner, LLC |
Delaware |
Lundy Manor Facility Inc. |
Ontario |
MABRI Convalescent Center, Inc. |
Connecticut |
Maids Moreton Operations Limited |
United Kingdom |
Manoir Archer Inc. |
Quebec |
Manoir Bois De Boulogne Inc. |
Quebec |
Manoir et Cours de l'Atrium Inc. |
Quebec |
Manoir Pointe-Aux-Trembles Inc. |
Quebec |
Manoir St-Jerome Inc. |
Quebec |
Marietta Physicians LLC |
Delaware |
Markglen, Inc. |
West Virginia |
Marlinton Associates Limited Partnership |
West Virginia |
Marlinton Associates, Inc. |
Pennsylvania |
Marlinton Partnership Holding Company, Inc. |
Pennsylvania |
Master HCRI Sun Dev I, LP |
Delaware |
Master HCRI Sun III GP, LLC |
Delaware |
Master HCRI Sun III, LP |
Delaware |
Master HCRI Sun Manager I, LLC |
Delaware |
Master Metsun Three GP, LLC |
Delaware |
Master MetSun Three, LP |
Delaware |
McCandless PA Senior Living Owner, LLC |
Delaware |
McKenzie Towne Facility Inc. |
Ontario |
McKerley Health Care Center - Concord Limited Partnership |
New Hampshire |
McKerley Health Care Center-Concord, Inc. |
New Hampshire |
McKerley Health Care Centers, Inc. |
New Hampshire |
McKerley Health Facilities |
New Hampshire |
Meadowcroft London Facility Inc. |
Ontario |
Meadowlands Facility Inc. |
Ontario |
Med Properties Asset Group, L.L.C. |
Indiana |
Medical Real Estate Property Managers Of America, LLC |
Florida |
Menasha Healthcare Investors II, LLC |
Wisconsin |
Mercerville Associates Of New Jersey, L.P. |
Delaware |
Meridian Edgewood Limited Partnership |
Maryland |
Meridian Health, Inc. |
Pennsylvania |
Meridian Healthcare, Inc. |
Pennsylvania |
Meridian Perring Limited Partnership |
Maryland |
Meridian Valley Limited Partnership |
Maryland |
Meridian Valley View Limited Partnership |
Maryland |
Meridian/Constellation Limited Partnership |
Maryland |
Metairie LA Senior Living Owner, LLC |
Delaware |
Metropolitan Senior Housing, LLC |
Delaware |
Metropolitan/Bellevue Senior Housing, LLC |
Delaware |
Metropolitan/Cohasset Senior Housing, LLC |
Delaware |
Metropolitan/Decatur Senior Housing, LLC |
Delaware |
Metropolitan/Glen Cove Senior Housing, LLC |
Delaware |
Metropolitan/Hunter Mill Senior Housing, LLC |
Delaware |
Metropolitan/Oakland Hills GP, LLC |
Delaware |
Metropolitan/Paramus Senior Housing, LLC |
Delaware |
Metropolitan/Walnut Creek Senior Housing, LLC |
Delaware |
Metropolitan/Wayland Senior Housing, LLC |
Delaware |
Metropolitan/West Essex Senior Housing, LLC |
Delaware |
MetSun GP, LLC |
Delaware |
MetSun Three Franklin MA Senior Living, LLC |
Delaware |
MetSun Three Kingwood TX Senior Living, LP |
Delaware |
MetSun Three Mundelein IL Senior Living, LLC |
Delaware |
MetSun Three Pool Three GP, LLC |
Delaware |
MetSun Three Pool Three, LLC |
Delaware |
MetSun Three Pool Two GP, LLC |
Delaware |
MetSun Three Pool Two, LLC |
Delaware |
MetSun Three Sabre Springs CA Senior Living, LP |
Delaware |
MS Highland, L.P. |
Indiana |
MG Landlord II, LLC |
Delaware |
MG Landlord, LLC |
Delaware |
MG Tenant, LLC |
Delaware |
MGP 41, LLC |
Delaware |
MGP 42, LLC |
Delaware |
MGP 43, LLC |
Delaware |
MGP 44, LLC |
Delaware |
MGP 45, LLC |
Delaware |
MGP 46, LLC |
Delaware |
MGP 47, LLC |
Delaware |
MGP 48, LLC |
Delaware |
MGP 49, LLC |
Delaware |
MGP 50, LLC |
Delaware |
MGP 51, LLC |
Delaware |
MGP 52, LLC |
Delaware |
MGP I, LLC |
Washington |
MGP V, LLC |
Washington |
MGP VI, LLC |
Washington |
MGP X, LLC |
Washington |
MGP XI, LLC |
Washington |
MGP XII, LLC |
Washington |
MGP XIII, LLC |
Washington |
MGP XIV, LLC |
Washington |
MGP XIX, LLC |
Washington |
MGP XL, LLC |
Washington |
MGP XV, LLC |
Washington |
MGP XVI, LLC |
Washington |
MGP XVII, LLC |
Washington |
MGP XXIX, LLC |
Washington |
MGP XXV, LLC |
Washington |
MGP XXXII, LLC |
Washington |
MGP XXXIII, LLC |
Washington |
MGP XXXIX, LLC |
Washington |
MGP XXXVII, LLC |
Washington |
MGP XXXVIII, LLC |
Washington |
Middletown (RI) Associates of Rhode Island, L.P. |
Delaware |
Midland I, LLC |
Delaware |
Midpark Way S.E. Property Inc. |
British Columbia |
Midwest 108th & Q, LLC |
Delaware |
Midwest Ames, LLC |
Delaware |
Midwest Miracle Hills, LLC |
Delaware |
Midwest Prestwick, LLC |
Delaware |
Midwest Van Dorn, LLC |
Delaware |
Midwest Village Of Columbus, LLC |
Delaware |
Midwest Windermere, LLC |
Delaware |
Midwest Woodbridge, LLC |
Delaware |
Milford ALF, LLC |
Delaware |
Mill Creek Real Estate Partners, LLC |
Delaware |
Mill Hill Retirement Facility Inc. |
Ontario |
Millville Meridian Limited Partnership |
Maryland |
Minnetonka Tenant, LLC |
Delaware |
Mission Viejo Subtenant LP |
Delaware |
ML Marion, L.P. |
Indiana |
Moline Physicians, LLC |
Delaware |
Montgomery Nursing Homes, Inc. |
Pennsylvania |
Monticello Healthcare Properties, LLC |
Delaware |
Moorestown Physicians, LLC |
Delaware |
Mount Vernon Physicians, LLC |
Delaware |
Mountain View Tenant, LLC |
Delaware |
MPG Crawfordsville, L.P. |
Indiana |
MPG Healthcare L.P. |
Indiana |
MS Arlington, L.P. |
Indiana |
MS Avon, L.P. |
Indiana |
MS Bradner, L.P. |
Indiana |
MS Brecksville, L.P. |
Indiana |
MS Brookville, L.P. |
Indiana |
MS Castleton, L.P. |
Indiana |
MS Chatham, L.P. |
Indiana |
MS Chesterfield, L.P. |
Indiana |
MS Currituck, L.P. |
Indiana |
MS Danville, L.P. |
Indiana |
MS Kokomo, L.P. |
Indiana |
MS Lexington, L.P. |
Indiana |
MS Mishawaka, L.P. |
Indiana |
MS Springfield, L.P. |
Indiana |
MS Stafford, L.P. |
Indiana |
MS Wabash, L.P. |
Indiana |
MS Westfield, L.P. |
Indiana |
MSH CA Master GP, LLC |
Delaware |
MSH Operating, LLC |
Delaware |
MSH/Bellevue Operating, LLC |
Delaware |
MSH/Cohasset Operating, LLC |
Delaware |
MSH/Decatur Operating, LLC |
Delaware |
MSH/Glen Cove Operating, LLC |
Delaware |
MSH/Hunter Mill Operating, LLC |
Delaware |
MSH/Malvern Operating, LLC |
Delaware |
MSH/Oakland Hills Operating, L.P. |
California |
MSH/Paramus Operating, LLC |
Delaware |
MSH/San Rafael Operating, L.P. |
Delaware |
MSH/Walnut Creek Operating, LLC |
Delaware |
MSH/Wayland Operating, LLC |
Delaware |
MSH/West Essex Operating, LLC |
Delaware |
MSH/Whitemarsh Operating, LLC |
Delaware |
Murrieta Healthcare Investors, LLC |
Delaware |
Murrieta Healthcare Properties, LLC |
Delaware |
NAH/Sunrise Severna Park, LLC |
Maryland |
Narrows Glen Subtenant LP |
Delaware |
Newcross Ltd |
Jersey |
Newtown Square Senior Living, L.L.C. |
Delaware |
NNA Akron Property, LLC |
Delaware |
North Arundel Senior Living, LLC |
Maryland |
North Cape Convalescent Center Associates, L.P. |
Pennsylvania |
North Pointe Tenant, LLC |
Delaware |
Northbridge Burlington Subtenant LLC |
Delaware |
Northbridge Dartmouth Subtenant LLC |
Delaware |
Northbridge Needham Subtenant LLC |
Delaware |
Northbridge Newburyport Subtenant LLC |
Delaware |
Northbridge Plymouth Subtenant LLC |
Delaware |
Northbridge Tewksbury Subtenant LLC |
Delaware |
Northwest Total Care Center Associates L.P. |
New Jersey |
Nursing and Retirement Center of the Andovers, Inc. |
Massachusetts |
Oakland Care Centre Limited |
United Kingdom |
Ogilvie Facility Inc. |
Ontario |
One Veronica Drive Danvers LLC |
Delaware |
Oshawa Facility Inc. |
Ontario |
Ottershaw Property Holdings S.a.r.l. |
Luxembourg |
Overland Park Tenant, LLC |
Delaware |
Paramount Real Estate Services, Inc. |
Delaware |
Parkland Commons Subtenant, LLC |
Delaware |
Parthenon Property Holdings, LLC |
Delaware |
Patron Noosa Devco (Sutton Coldfield) S.a.r.l. |
Luxembourg |
Patron Noosa Propco (Sutton Coldfield) S.a.r.l. |
Luxembourg |
Pearland Shadow Creek Investors, LLC |
Delaware |
Pelican Marsh Subtenant, LLC |
Delaware |
Pelican Point Subtenant, LLC |
Delaware |
Pendleton Physicians, LLC |
Delaware |
Petoskey I, LLC |
Delaware |
Petoskey II, LLC |
Delaware |
Philadelphia Avenue Associates |
Pennsylvania |
Philadelphia Avenue Corporation |
Pennsylvania |
Pleasant View Retirement Limited Liability Company |
Delaware |
Plymouth I, LLC |
Delaware |
Pompton Associates, L.P. |
New Jersey |
Pompton Care, L.L.C. |
New Jersey |
Portsmouth Facility Inc. |
Ontario |
Prescott Nursing Home, Inc. |
Massachusetts |
Providence Health Care, Inc. |
Delaware |
Silverado Senior Living Scottsdale, Inc. |
Delaware |
Silverado Senior Living Tustin, Inc. |
California |
PVL Landlord - BC, LLC |
Delaware |
PVL Landlord - Hattiesburg, LLC |
Delaware |
PVL Landlord - STL Hills, LLC |
Delaware |
PVL Landlord - Webster, LLC |
Delaware |
Queensbury Operations, Inc. |
Virginia |
Queensbury Tenant, LLC |
Delaware |
Queenswood Facility Inc. |
Ontario |
Raleigh Manor Limited Partnership |
West Virginia |
Redmond Partners, LLC |
Delaware |
Regal Lifestyle (Birkdale) Inc. |
Ontario |
Regal Lifestyle (Chatham) Inc. |
Ontario |
Regal Lifestyle (Grand Wood) Inc. |
Ontario |
Regal Lifestyle (Lynwood) Inc. |
Ontario |
Regal Lifestyle (Port Perry) Inc. |
Ontario |
Regency Subtenant LP |
Delaware |
Renoir Facility Inc. |
Ontario |
Residence l'Ermitage Inc. |
Quebec |
Residence Notre-Dame (Victoriaville) Inc. |
Quebec |
Rest Haven Nursing Home, Inc. |
West Virginia |
Restful Homes (Birmingham) Limited |
United Kingdom |
Restful Homes (Milton Keynes) Ltd. |
United Kingdom |
Restful Homes (Tile Cross) Ltd. |
United Kingdom |
Restful Homes (Warwickshire) Ltd. |
United Kingdom |
Restful Homes Developments Ltd. |
United Kingdom |
Restful Homes I Holding Company Ltd. |
Jersey |
Ridgmar Tenant, LLC |
Delaware |
River Street Associates |
Pennsylvania |
Riverbend Facility Inc. |
Ontario |
Roosevelt ALF, LLC |
Kansas |
Rose View Manor, Inc. |
Pennsylvania |
Roseville Properties Limited |
United Kingdom |
Ross Place Retirement Residence Inc. / Residence Pour Retraites Ross Place Inc. |
British Columbia |
Roswell Tenant, LLC |
Delaware |
Spencer House Ltd |
Jersey |
RRR SAS Facilities Inc. |
Ontario |
SSL Aspen Park SPE LLC |
Delaware |
RSF REIT V GP, L.L.C. |
Texas |
RSF REIT V SP GP, L.L.C. |
Texas |
RSF REIT V SP, L.L.C. |
Delaware |
RSF REIT V, LLC |
Maryland |
RSF SP Alamance V, L.P. |
Texas |
RSF SP Canton V, L.P. |
Texas |
RSF SP Chapel Hill V L.P. |
Texas |
RSF SP Franklin V L.P. |
Texas |
RSF SP Guilford V, LP |
Texas |
Stafford Care Home Ltd |
Jersey |
RSF SP Harnett V, L.P. |
Texas |
RSF SP Liberty Ridge V L.P. |
Texas |
RSF SP Lillington AL V, L.P. |
Texas |
RSF SP Meadowview V L.P. |
Texas |
RSF SP Mitchell V L.P. |
Texas |
RSF SP Oakwood V, L.P. |
Texas |
RSF SP Scranton AL V, L.P. |
Texas |
RSF SP Scranton V, L.P. |
Texas |
RSF SP Smithfield V L.P. |
Texas |
RSF SP Stroudsburg V, L.P. |
Texas |
RSF SP Wilmington V L.P. |
Texas |
RSF SP Wrightsville V L.P. |
Texas |
RVNR, Inc. |
Delaware |
S&R Property SPE, LLC |
Delaware |
Saints Investments Limited |
United Kingdom |
San Pablo ALF, LLC |
Kansas |
San Ramon Subtenant LP |
Delaware |
Santa Monica AL, LLC |
Delaware |
Santa Monica Assisted Living Owner, LLC |
Delaware |
Santa Monica GP, LLC |
Delaware |
Sarah Brayton General Partnership |
Massachusetts |
Schuylkill Nursing Homes, Inc. |
Pennsylvania |
Scranton AL Investors, LLC |
Virginia |
Scranton Health Investors, LLC |
Virginia |
SENIOR LIVING MEZZ B, LLC |
Delaware |
SENIOR LIVING MEZZ C, LLC |
Delaware |
SENIOR LIVING MEZZ D, LLC |
Delaware |
SENIOR LIVING MEZZ E, LLC |
Delaware |
Senior Living Ventures, Inc. |
Pennsylvania |
Senior Star Investments I, LLC |
Delaware |
Senior Star Investments Kenwood, LLC |
Delaware |
Senior Star Kenwood Holdco, LLC |
Delaware |
Senior Star Tenant Kenwood, LLC |
Delaware |
Senior Star Tenant, LLC |
Delaware |
Senior Star Wexford Tenant, LLC |
Delaware |
Seniors Housing Investment III REIT Inc. |
Maryland |
Shawnee Mission Investors II, LLC |
Delaware |
Shawnee Mission Investors, LLC |
Delaware |
Shelbourne Senior Living Limited |
United Kingdom |
SHP-ARC II, LLC |
Delaware |
Sierra Pointe Subtenant LP |
Delaware |
Signature Devco 1 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 2 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 3 Property Holdings S.a.r.l. |
Luxembourg |
Sunrise First Euro Properties GP Limited |
Jersey |
Sunrise First Euro Properties LP |
Jersey |
Signature Senior Landlord, LLC |
Delaware |
Silver Creek Subtenant LP |
Delaware |
Silverado Senior Living Calabasas, Inc. |
California |
Silverado Senior Living Salt Lake City, Inc. |
Delaware |
Silverado Senior Living, Inc. |
California |
Silvermere Ltd |
Jersey |
Simi Hills Subtenant LP |
Delaware |
Simi Valley CA Senior Living Owner, LLC |
Delaware |
SIPL Aurora Propco S.a.r.l. |
Luxembourg |
SIPL Finco S.a.r.l |
Luxembourg |
SIPL Finco TRS S.a.r.l. |
Luxembourg |
SIPL Hancock Propco S.a.r.l |
Luxembourg |
SIPL Holdco S.a.r.l |
Luxembourg |
SIPL Investments S.a.r.l |
Luxembourg |
SIPL Marlow S.a.r.l. |
Luxembourg |
SIPL Partner 1 S.a.r.l |
Luxembourg |
SIPL Partner 10 S.a.r.l |
Luxembourg |
SIPL Partner 11 S.a.r.l |
Luxembourg |
SIPL Partner 2 S.a.r.l |
Luxembourg |
SIPL Partner 3 S.a.r.l |
Luxembourg |
SIPL Partner 4 S.a.r.l |
Luxembourg |
SIPL Partner 5 S.a.r.l |
Luxembourg |
SIPL Partner 6 S.a.r.l |
Luxembourg |
SIPL Partner 7 S.a.r.l |
Luxembourg |
SIPL Partner 8 S.a.r.l |
Luxembourg |
SIPL Partner 9 S.a.r.l |
Luxembourg |
SIPL Propco NV S.a.r.l. |
Luxembourg |
SIPL Saints Propco S.a.r.l |
Luxembourg |
SIPL Sunrise Propco S.a.r.l |
Luxembourg |
Smithfield AL Investors, LLC |
Virginia |
Solomont Family Fall River Venture, Inc. |
Massachusetts |
Somerset Ridge General Partnership |
Massachusetts |
Sonoma Subtenant LP |
Delaware |
South Pickett Street, LLC |
Delaware |
South Valley Medical Building L.L.C. |
Minnesota |
South Valley Venture, LLC |
Minnesota |
Southern Ocean GP, LLC |
New Jersey |
SP Green Ridge, LLC |
Virginia |
SP Harnett, LLC |
Virginia |
SP Lillington, LLC |
Virginia |
SP Virginia Beach, LLC |
Virginia |
SP Whitestone, LLC |
Virginia |
SR-73 and Lakeside Ave LLC |
Delaware |
SRZ/HCN California Holding Company, LLC |
Delaware |
SSL Landlord, LLC |
Delaware |
SSL Sponsor, LLC |
Delaware |
SSL Tenant, LLC |
Delaware |
St. Anthony Physicians, LLC |
Delaware |
St. Clare Physicians II, LLC |
Delaware |
St. Clare Physicians, LLC |
Delaware |
St. Joseph Physicians, LLC |
Delaware |
St. Paul Healthcare Investors, LLC |
Delaware |
Stafford Associates of N.J., L.P. |
New Jersey |
Stafford Convalescent Center, Inc. |
Delaware |
Stamford Physicians, LLC |
Delaware |
Sterling Investment Partners Ltd |
Jersey |
Stittsville Facility Inc. |
Ontario |
Stroudsburg Health Investors, LLC |
Virginia |
Subtenant 10120 Louetta Road, LLC |
Delaware |
Subtenant 10225 Cypresswood Drive, LLC |
Delaware |
Subtenant 1118 N. Stoneman Avenue, LLC |
Delaware |
Sunrise Senior Living International Limited Partnership |
Jersey |
Subtenant 11330 Farrah Lane, LLC |
Delaware |
Sunrise Senior Living Jersey Limited |
Jersey |
Subtenant 1221 Seventh Street, LLC |
Delaware |
Subtenant 125 W. Sierra Madre Avenue, LLC |
Delaware |
Subtenant 1301 Ralston Avenue, LLC |
Delaware |
Subtenant 14058 A Bee Cave Parkway, LLC |
Delaware |
Subtenant 1430 East 4500 South, LLC |
Delaware |
Subtenant 1500 Borden Road, LLC |
Delaware |
Subtenant 1936 Brookdale Road, LLC |
Delaware |
Subtenant 22955 Eastex Freeway, LLC |
Delaware |
Subtenant 240 E. Third Street, LLC |
Delaware |
Subtenant 25100 Calabasas Road, LLC |
Delaware |
Subtenant 30311 Camino Capistrano, LLC |
Delaware |
Subtenant 330 North Hayworth Avenue, LLC |
Delaware |
Subtenant 335 Saxony Road, LLC |
Delaware |
Subtenant 350 W. Bay Street, LLC |
Delaware |
Subtenant 3611 Dickason Avenue, LLC |
Delaware |
Subtenant 3690 Mapleshade Lane, LLC |
Delaware |
Subtenant 514 N. Prospect Avenue, LLC |
Delaware |
Subtenant 550 America Court, LLC |
Delaware |
Subtenant 5521 Village Creek Drive, LLC |
Delaware |
Subtenant 7001 Bryant Irvin Road, LLC |
Delaware |
Subtenant 7950 Baybranch Drive, LLC |
Delaware |
Subtenant 800 C-Bar Ranch Trail, LLC |
Delaware |
Subtenant 8855 West Valley Ranch Parkway, LLC |
Delaware |
Subtenant 9410 E. Thunderbird, LLC |
Delaware |
Sun City Center Subtenant, LLC |
Delaware |
Sun City West Tenant, LLC |
Delaware |
Sun IV LLC |
Delaware |
Sunrise at Gardner Park Limited Partnership |
Massachusetts |
Sunrise at Silas Burke OpCo, LLC |
Delaware |
Sunrise Basking Ridge Assisted Living, L.L.C. |
New Jersey |
Sunrise Belmont Assisted Living, L.L.C. |
California |
Sunrise Bethesda (SL-AU), LLC |
Delaware |
Sunrise Bethesda (SL-HCU), LLC |
Delaware |
Sunrise Bethesda OpCo, LLC |
Delaware |
Sunrise Bloomfield South MI Senior Living, LLC |
Delaware |
SV Yonkers, LLC |
Delaware |
Sunrise Bothell Senior Living, LLC |
Delaware |
Sunrise Buckhead GA Senior Living, LLC |
Delaware |
Sunrise Burlingame Senior Living OpCo, LLC |
Delaware |
Sunrise Burlingame Senior Living PropCo, LLC |
Delaware |
Sunrise Burlington Senior Living, LLC |
Delaware |
Sunrise Chesterfield Assisted Living, L.L.C. |
Missouri |
Sunrise Chevy Chase OpCo, LLC |
Delaware |
Sunrise Connecticut Avenue Assisted Living Owner, L.L.C. |
Virginia |
Sunrise Dublin Senior Living OpCo, LLC |
Delaware |
Sunrise Dublin Senior Living PropCo, LLC |
Delaware |
Sunrise Edison Owner, LLC |
Delaware |
Sunrise Edmonds Senior Living, LLC |
Delaware |
Sunrise Fairfax Assisted Living, L.L.C. |
Virginia |
Sunrise Flossmoor Assisted Living, L.L.C. |
Illinois |
Sunrise Gahanna Assisted Living, L.L.C. |
Ohio |
Sunrise Gardner Park GP, Inc. |
Massachusetts |
Sunrise HBLR, LLC |
Delaware |
Sunrise Highland Park Senior Living, L.L.C. |
Illinois |
Sunrise Home Help Services Limited |
United Kingdom |
Sunrise Johns Creek GA Senior Living, LLC |
Georgia |
Sunrise Kennebunk ME Senior Living, LLC |
Delaware |
Sunrise Lafayette Hills Assisted Living, L.P. |
Pennsylvania |
Sunrise Lafayette Hills Senior Living GP, LLC |
Delaware |
Trent House Ltd |
Jersey |
Sunrise Louisville KY Senior Living, LLC |
Kentucky |
Sunrise Lower Makefield PA Senior Living, LP |
Delaware |
Sunrise Lynnfield Senior Living, LLC |
Delaware |
Sunrise Marlboro Assisted Living, L.L.C. |
New Jersey |
SUNRISE MEZZ A, LLC |
Delaware |
SUNRISE MEZZ B, LLC |
Delaware |
SUNRISE MEZZ C, LLC |
Delaware |
SUNRISE MEZZ D, LLC |
Delaware |
SUNRISE MEZZ E, LLC |
Delaware |
Sunrise Monterey Senior Living, LP |
Delaware |
Sunrise Monterey, LLC |
Delaware |
Sunrise North Naperville Assisted Living, L.L.C. |
Illinois |
Sunrise Northgate Senior Living, LLC |
Delaware |
Sunrise NY Tenant, LLC |
Delaware |
Sunrise Oakland Assisted Living Limited Partnership |
California |
Sunrise of Beaconsfield G.P. Inc. |
New Brunswick |
Sunrise of Beaconsfield, LP |
Ontario |
Sunrise of Blainville G.P. Inc. |
New Brunswick |
Sunrise of Blainville, LP |
Ontario |
Sunrise of Dollard des Ormeaux G.P. Inc. |
New Brunswick |
Sunrise of Dollard des Ormeaux, LP |
Ontario |
Sunrise Operations Bagshot II Limited |
United Kingdom |
Sunrise Operations Banstead Limited |
United Kingdom |
Wellingborough House Ltd |
Jersey |
Sunrise Operations Bassett Limited |
United Kingdom |
Sunrise Operations Beaconsfield Limited |
United Kingdom |
Sunrise Operations Bramhall II Limited |
United Kingdom |
Sunrise Operations Cardiff Limited |
United Kingdom |
Sunrise Operations Chorleywood Limited |
United Kingdom |
Sunrise Operations Eastbourne Limited |
United Kingdom |
Sunrise Operations Edgbaston Limited |
United Kingdom |
Sunrise Operations Elstree Limited |
United Kingdom |
Sunrise Operations Esher Limited |
United Kingdom |
Sunrise Operations Fleet Limited |
United Kingdom |
Sunrise Operations Guildford Limited |
United Kingdom |
Sunrise Operations Hale Barns Limited |
United Kingdom |
Sunrise Operations Knowle Limited |
United Kingdom |
Sunrise Operations Mobberley Limited |
United Kingdom |
Sunrise Operations Purley Limited |
United Kingdom |
Sunrise Operations Sevenoaks Limited |
United Kingdom |
Sunrise Operations Solihull Limited |
United Kingdom |
Sunrise Operations Sonning Limited |
United Kingdom |
Windrose AZ-Tempe Properties, LLC |
Delaware |
Sunrise Operations Southbourne Ltd. |
United Kingdom |
Sunrise Operations Tettenhall Ltd. |
United Kingdom |
Sunrise Operations UK Limited |
United Kingdom |
Sunrise Operations V.W. Limited |
United Kingdom |
Sunrise Operations Westbourne Limited |
United Kingdom |
Sunrise Operations Weybridge Limited |
United Kingdom |
Sunrise Operations Winchester Limited |
United Kingdom |
Sunrise Paoli Assisted Living, L.P. |
Pennsylvania |
Sunrise Paoli Senior Living GP, LLC |
Delaware |
Windrose Cottonwood Properties, LLC |
Delaware |
Windrose Denton Properties, LLC |
Delaware |
Sunrise Pleasanton CA Senior Living OpCo, LLC |
Delaware |
Sunrise Pleasanton CA Senior Living, LLC |
Delaware |
Sunrise Randolph Senior Living, L.L.C. |
Delaware |
Sunrise Sabre Springs CA Senior Living OpCo, LLC |
Delaware |
Sunrise Sabre Springs CA Senior Living, LLC |
Delaware |
Sunrise San Rafael Senior Living, LLC |
Delaware |
Sunrise Senior Living Investments, LLC |
Virginia |
Sunrise Third (Pool I) GP, LLC |
Delaware |
Sunrise Third (Pool I), LLC |
Delaware |
Sunrise Third (Pool I), LP |
California |
Sunrise Third (Pool II), LLC |
Delaware |
Windrose Medical Properties Management, L.L.C. |
Virginia |
Sunrise Third (Pool III) GP, LLC |
Delaware |
Sunrise Third (Pool III), LLC |
Delaware |
Sunrise Third (Pool III), LP |
California |
Sunrise Third (Pool IV) GP, LLC |
Delaware |
Sunrise Third (Pool IV), LLC |
Delaware |
Sunrise Third (Pool IV), LP |
California |
Sunrise Third (Pool V), LLC |
Delaware |
Sunrise Third Alta Loma SL, LP |
California |
Sunrise Third Claremont SL, LP |
California |
Sunrise Third Crystal Lake SL, LLC |
Illinois |
Sunrise Third Dix Hills SL, LLC |
New York |
Sunrise Third East Setauket SL, LLC |
New York |
Sunrise Third Edgewater SL, LLC |
New Jersey |
Sunrise Third Gurnee SL, LLC |
Illinois |
Sunrise Third Holbrook SL, LLC |
New York |
Sunrise Third Lincroft SL, LLC |
New Jersey |
Sunrise Third Plainview SL, LLC |
New York |
Sunrise Third Roseville SL, LLC |
Minnesota |
Sunrise Third Schaumburg SL, LLC |
Illinois |
Sunrise Third Senior Living Holdings, LLC |
Delaware |
Sunrise Third Tustin SL, LP |
California |
Sunrise Third University Park SL, LLC |
Colorado |
Sunrise Third West Babylon SL, LLC |
New York |
Sunrise Third West Bloomfield Sl, LLC |
Michigan |
Sunrise Torrance Senior Living OpCo, LLC |
Delaware |
Sunrise Torrance Senior Living PropCo, LLC |
Delaware |
Sunrise Village House LLC |
Maryland |
Windrose Webster Properties, L.P. |
Delaware |
Sunrise Wake County NC Senior Living, LLC |
North Carolina |
Sunrise Webb Gin GA Senior Living, LLC |
Delaware |
Sunrise Weston Assisted Living, Limited Partnership |
Massachusetts |
Sunrise Yonkers SL, LLC |
New York |
Sunrise Yonkers/Upper St. Clair Holdings, LLC |
Delaware |
Windrose WPC Jupiter Properties, LLC |
Delaware |
Sunvest Upper St. Clair MTE, LLC |
Delaware |
Windrose Yorkville Properties, L.L.C. |
Virginia |
SZR Beaconsfield Inc. |
New Brunswick |
SZR Blainville Inc. |
New Brunswick |
WMP Cottonwood Management, LLC |
Delaware |
SZR Dollard des Ormeaux, Inc. |
New Brunswick |
Tacoma Healthcare Investors, LLC |
Delaware |
Tampa Bay Subtenant, LLC |
Delaware |
Tanglewood Tenant, LLC |
Delaware |
Teays Valley Haven Limited Partnership |
West Virginia |
Terrace Gardens Retirement Facility Inc. |
Ontario |
The Apple Valley Limited Partnership |
Massachusetts |
The Apple Valley Partnership Holding Company, Inc. |
Pennsylvania |
The Commons at Abacoa Condominium Association, Inc. |
Florida |
The Courtyards Subtenant, LLC |
Delaware |
The Green (Solihull) Management Company Limited |
United Kingdom |
WMPT AZ-Tempe Management, LLC |
Delaware |
The House of Campbell, Inc. |
West Virginia |
WMPT Bellaire HP Properties, L.L.C. |
Virginia |
WMPT Bellaire L.P. |
Virginia |
WMPT Bellaire POB Properties, L.L.C. |
Virginia |
WMPT Bellaire Properties, L.L.C. |
Virginia |
WMPT Boynton West Management, LLC |
Delaware |
The Multicare Companies, Inc. |
Delaware |
The Renaissance Resort Retirement Living Inc. / Complexe De Residence Renaissance Inc. |
Canada |
The Sarah Brayton Partnership Holding Company, Inc. |
Delaware |
The Somerset Partnership Holding Company, Inc. |
Massachusetts |
The Straus Group-Hopkins House, L.P. |
New Jersey |
The Straus Group-Old Bridge, L.P. |
New Jersey |
The Straus Group-Quakertown Manor, L.P. |
New Jersey |
The Straus Group-Ridgewood, L.P. |
New Jersey |
Trafalgar Facility Inc. |
Ontario |
Trident Holding Company, LLC |
Delaware |
TV Arlington Tenant, LLC |
Delaware |
Upper St. Clair Senior Living, L.L.C. |
Delaware |
Valleyview Drive S.W. Property Inc. |
British Columbia |
Vankleek Facility Inc. |
Ontario |
Ventana Canyon Tenant, LLC |
Delaware |
WMPT Pearland II Properties, L.L.C. |
Virginia |
WMPT Pearland II, L.P. |
Virginia |
WMPT Pearland Properties, L.L.C. |
Virginia |
WMPT Pearland, L.P. |
Virginia |
Villa Chicoutimi Inc. |
Quebec |
Villa de L'Estrie Inc. |
Quebec |
Villa du Saguenay Inc. |
Quebec |
Villa Jonquiere Inc. |
Quebec |
Villa Rive-Sud Inc. |
Quebec |
Villa Serra Subtenant LP |
Delaware |
Villas Realty & Investments, Inc. |
Pennsylvania |
Virginia Beach Health Investors, LLC |
Virginia |
Voorhees Healthcare Properties, LLC |
Delaware |
Voorhees Physicians, LLC |
Delaware |
WMPT Tomball Properties, L.L.C. |
Virginia |
WMPT Tomball, L.P. |
Virginia |
Wake County NC Senior Living Owner, LP |
Delaware |
Waldorf Property, LLC |
Maryland |
WMPT Webster Management, L.L.C. |
Delaware |
Wallingford Associates Of Connecticut, L.P. |
Delaware |
Warrior LP Holdco, LLC |
Delaware |
Warwick Associates Of Rhode Island, L.P. |
Delaware |
Waterstone I, LLC |
Delaware |
Wausau Healthcare Investors, LLC |
Delaware |
Wellesley Washington Street Housing I LLC |
Delaware |
Welltower 128 N6900 Northfield Drive, LLC |
Wisconsin |
PVL Tenant - STL Hills, LLC |
Delaware |
PVL Tenant - Hattiesburg, LLC |
Delaware |
Welltower 1915 North 34th Street, LLC |
Wisconsin |
Welltower 1950 Sunny Crest Drive GP, LLC |
Delaware |
Welltower 1950 Sunny Crest Drive, LP |
Delaware |
PVL Tenant - Webster, LLC |
Delaware |
PVL Tenant - BC, LLC |
Delaware |
PVL Tenant - Hermitage, LLC |
Delaware |
PVL Tenant - Panama City, LLC |
Delaware |
PVL Tenant - Thomasville, LLC |
Delaware |
Welltower 2130 Continental Drive, LLC |
Wisconsin |
TOA PA IV, L.P. |
Pennsylvania |
TOA PA V, L.P. |
Pennsylvania |
TOA PA VI, L.P. |
Pennsylvania |
TOA PA VII, L.P. |
Pennsylvania |
Silverado Senior Living Holdings, Inc. |
Delaware |
Welltower 5017 South 110th Street, LLC |
Wisconsin |
60th Avenue ALF, LLC |
Kansas |
Jupiter Tenant, LLC |
Kansas |
Santa Barbara ALF, LLC |
Kansas |
18th Avenue ALF, LLC |
Kansas |
Natures Way ALF, LLC |
Kansas |
Town Court ALF, LLC |
Kansas |
Center ALF, LLC |
Kansas |
Peterson ALF, LLC |
Kansas |
Arvonia ALF, LLC |
Kansas |
Webb ILF, LLC |
Kansas |
Maize CCRC, LLC |
Kansas |
Pennsylvania ALF, LLC |
Kansas |
129th Avenue ALF, LLC |
Kansas |
Canadian Trails ILF ALF, LLC |
Kansas |
Council ALF, LLC |
Kansas |
May ALF, LLC |
Kansas |
Welltower Ballard LLC |
Minnesota |
HCN Purchasing Group, LLC |
Delaware |
Sunrise Beach Cities Assisted Living, L.P. |
California |
Sunrise/Inova McLean Assisted Living, L.L.C. |
Virginia |
Cortland House Limited Partnership |
Massachusetts |
Senior Partners Portfolio, LLC |
Delaware |
Senior Housing Realty Trust |
Maryland |
SPP II Holdings, LLC |
Delaware |
SHRT TRS LLC |
Delaware |
Amber Lights Subtenant LLC |
Delaware |
Hawthorn Subtenant LLC |
Delaware |
Hermosa Subtenant LLC |
Delaware |
La Siena Subtenant LLC |
Delaware |
LVR Subtenant LLC |
Delaware |
Maravilla Subtenant LLC |
Delaware |
Ocotillo Subtenant LLC |
Delaware |
Sherman Oaks Subtenant LLC |
Delaware |
Silver Springs Subtenant LLC |
Delaware |
Spring Ridge Subtenant LLC |
Delaware |
SP Amber Lights LLC |
Delaware |
SP Hawthorn LLC |
Delaware |
SP Hermosa LLC |
Delaware |
SP La Siena LLC |
Delaware |
SP La Vida Real LLC |
Delaware |
SP Maravilla LLC |
Delaware |
SP Ocotillo LLC |
Delaware |
SP Sherman Oaks LLC |
Delaware |
SP Silver Springs LLC |
Delaware |
SP SpringRidge LLC |
Delaware |
Red Fox Holding Corporation |
Delaware |
Red Fox Acquisition Company, Inc. |
Delaware |
Welltower Burleson LLC |
Delaware |
SP Buckhead LLC |
Delaware |
SP Northridge LLC |
Delaware |
SP Heights LLC |
Delaware |
Buckhead Subtenant LLC |
Delaware |
Northridge Subtenant LLC |
Delaware |
Welltower Charitable Foundation |
Delaware |
Avery Healthcare Group Limited |
United Kingdom |
Welltower Colorado Properties LLC |
Delaware |
Welltower Eclipse Bethesda PropCo LLC |
Delaware |
Welltower Eclipse Bethesda TRS LLC |
Delaware |
Mingo Road ALF, LLC |
Kansas |
13th Street ALF, LLC |
Kansas |
Welltower Eclipse Burlingame TRS LLC |
Delaware |
Hospice Advantage Holdings, LLC |
Delaware |
Hospice Advantage Midco, LLC |
Delaware |
Hospice Advantage, LLC |
Florida |
HC Healthcare, LLC |
Alabama |
Hospice Advantage EAMC, LLC |
Alabama |
Welltower Eclipse Chevy Chase PropCo LLC |
Delaware |
Welltower Eclipse Chevy Chase TRS LLC |
Delaware |
Welltower Eclipse Dublin TRS LLC |
Delaware |
Welltower Eclipse Issaquah Propco LLC |
Delaware |
Welltower Eclipse Issaquah TRS LLC |
Delaware |
CPF Senior Living - Kansas Master Tenant, LLC |
Delaware |
CPF Senior Living - Atchison, LLC |
Kansas |
CPF Senior Living - Baldwin City, LLC |
Kansas |
CPF Senior Living - Eureka, LLC |
Kansas |
CPF Senior Living - Fredonia, LLC |
Kansas |
CPF Senior Living - Gardner, LLC |
Kansas |
CPF Senior Living - Hiawatha, LLC |
Kansas |
CPF Senior Living - Holton, LLC |
Kansas |
CPF Senior Living - Lenexa, LLC |
Kansas |
CPF Senior Living - Louisburg, LLC |
Kansas |
CPF Senior Living - Neodesha, LLC |
Kansas |
CPF Senior Living - Osage City, LLC |
Kansas |
CPF Senior Living - Osawatomie, LLC |
Kansas |
CPF Senior Living - Ottawa, LLC |
Kansas |
CPF Senior Living - Paola, LLC |
Kansas |
CPF Senior Living - Stanley, LLC |
Kansas |
CPF Senior Living - Tonganoxie, LLC |
Kansas |
CPF Senior Living - Wamego, LLC |
Kansas |
CPF Senior Living - Waterfront, LLC |
Kansas |
Welltower Eclipse Pleasanton PropCo LLC |
Delaware |
Welltower Eclipse Pleasanton TRS LLC |
Delaware |
Welltower Eclipse Sabre Springs PropCo LLC |
Delaware |
Welltower Eclipse Sabre Springs TRS LLC |
Delaware |
Welltower Eclipse Silas Burke PropCo LLC |
Delaware |
Welltower Eclipse Silas Burke TRS LLC |
Delaware |
Welltower Eclipse Torrance TRS LLC |
Delaware |
Welltower Greenerville LLC |
Minnesota |
Welltower Greenerville LLC |
Minnesota |
Welltower Harker Heights LLC |
Delaware |
Welltower Harker Heights, LLC |
Delaware |
Welltower HealthCare Properties II LLC |
Delaware |
Welltower HealthCare Properties II, LLC |
Delaware |
Welltower HealthCare Properties III LLC |
Delaware |
Welltower HealthCare Properties III, LLC |
Delaware |
Welltower HealthCare Properties LLC |
Delaware |
Welltower HealthCare Properties, LLC |
Delaware |
Welltower HealthCare Venture Properties LLC |
Delaware |
Welltower HealthCare Venture Properties, LLC |
Delaware |
Welltower Jackson LLC |
Minnesota |
Welltower Killeen LLC |
Minnesota |
Welltower KSL Owner LLC |
Delaware |
Welltower Northbridge Landlord LLC |
Delaware |
Welltower Northbridge Tenant LLC |
Delaware |
Welltower OM Member JV GP LLC |
Delaware |
Welltower OM Member JV LP |
Delaware |
Welltower OM Member REIT LLC |
Delaware |
Welltower OM PropCo GP LLC |
Delaware |
Welltower Panther Creek LLC |
Minnesota |
Welltower Springfield LLC |
Minnesota |
Welltower SRZ IV GP LLC |
Delaware |
Welltower Sun Partners II Owner LLC |
Delaware |
Welltower Tacoma LLC |
Delaware |
Welltower Temple LLC |
Delaware |
Welltower Tennessee Properties LLC |
Delaware |
Welltower TRS Holdco LLC |
Delaware |
Welltower Victory I GP LLC |
Delaware |
Welltower Victory I JV LP |
Delaware |
Welltower Victory I Landlord LP |
Delaware |
Welltower Victory I OpCo LLC |
Delaware |
Welltower Victory I PropCo LLC |
Delaware |
Welltower Victory I REIT LLC |
Delaware |
Welltower Victory I Tenant LP |
Delaware |
Welltower Victory I TRS LLC |
Delaware |
Welltower Victory II GP LLC |
Delaware |
Welltower Victory II JV LP |
Delaware |
Welltower Victory II Landlord LP |
Delaware |
Welltower Victory II OpCo LLC |
Delaware |
Welltower Victory II PropCo LLC |
Delaware |
Welltower Victory II REIT LLC |
Delaware |
Welltower Victory II Tenant LP |
Delaware |
Welltower Victory II TRS LLC |
Delaware |
Welltower Victory III Landlord LLC |
Delaware |
Welltower Victory III OpCo LLC |
Delaware |
Welltower Victory III Tenant LP |
Delaware |
Welltower Victory III TRS LLC |
Delaware |
West Boynton Investors, LLLP |
Florida |
Westford Littleton Road I LLC |
Delaware |
Westford Nursing And Retirement Center Limited Partnership |
Massachusetts |
Westford Nursing and Retirement Center, Inc. |
Massachusetts |
Westminster Junction Venture, LLC |
Minnesota |
White Lake I, LLC |
Delaware |
White Oak Assisted Living L.L.C. |
Delaware |
Willow Manor Nursing Home, Inc. |
Massachusetts |
Willowbrook Properties Holdco Ltd |
Jersey |
Wilmington Assisted Living, L.L.C. |
Delaware |
Windrose 310 Properties, L.L.C. |
Tennessee |
Windrose Aberdeen I Properties, L.L.C. |
Florida |
Windrose Aberdeen II Properties, L.L.C. |
Delaware |
Windrose Atrium Properties, L.L.C. |
Delaware |
Windrose AWPC II Properties, LLC |
Delaware |
Windrose Bartlett Properties, LLC |
Delaware |
Windrose Biltmore Properties, L.L.C. |
Virginia |
Windrose Central Medical II Properties, L.L.C. |
Virginia |
Windrose Central Medical III Properties, L.L.C. |
Virginia |
Windrose Central Medical Properties, L.L.C. |
Delaware |
Windrose Claremore Properties, LLC |
Delaware |
Windrose Congress I Properties, L.P. |
Delaware |
Windrose Congress II Properties, L.P. |
Delaware |
Windrose Coral Springs Properties, L.L.C. |
Virginia |
Windrose East Valley Properties, LLC |
Delaware |
Windrose Fayetteville Properties, L.L.C. |
Delaware |
Windrose Frisco I Properties, LLC |
Delaware |
Windrose Frisco II Properties, LLC |
Delaware |
Windrose Glendale Properties, LLC |
Delaware |
Windrose Lafayette Properties, L.L.C. |
Delaware |
Windrose Lake Mead Properties, L.L.C. |
Virginia |
Windrose Lakewood Properties, L.L.C. |
Virginia |
Windrose Las Vegas Properties, LLC |
Delaware |
Windrose Los Alamitos Properties, LLC |
Delaware |
Windrose Los Gatos Properties, L.L.C. |
Virginia |
Windrose Medical Properties, L.P. |
Virginia |
Windrose Mount Vernon Properties, L.L.C. |
Virginia |
Windrose Niagara Falls Properties, LLC |
Delaware |
Windrose Northside Properties, Ltd. |
Florida |
Windrose Northwest Professional Plaza Properties, LLC |
Delaware |
Windrose Orange Centre Properties, L.L.C. |
Delaware |
Windrose Orange Properties, L.L.C. |
Delaware |
Windrose Palm Court Properties, L.L.C. |
Virginia |
Windrose Palmer Properties, LLC |
Delaware |
Windrose Palms West III Properties, Ltd. |
Florida |
Windrose Palms West IV Properties, Ltd. |
Florida |
Cindat Best Years Welltower JV LLC |
Delaware |
Windrose Palms West V Properties, Ltd. |
Florida |
Windrose Park Medical Properties, L.L.C. |
Virginia |
Windrose Partell Medical Center, L.L.C. |
Virginia |
Windrose Physicians Plaza Properties, LLC |
Delaware |
Windrose Princeton Properties, L.L.C. |
Delaware |
Windrose Santa Anita Properties, L.L.C. |
Delaware |
Windrose Sierra Properties, Ltd. |
Florida |
BMC-Princeton: POB I Association, Inc. |
Alabama |
BMC-Princeton: POB II Association, Inc. |
Alabama |
CBYW Marmet PropCo LLC |
Delaware |
CBYW Middletown PropCo LLC |
Delaware |
CBYW Milford PropCo LLC |
Delaware |
CBYW Monroe PropCo LLC |
Delaware |
CBYW Cumberland PropCo LLC |
Delaware |
CBYW Naples PropCo LLC |
Delaware |
CBYW Newport PropCo LLC |
Delaware |
CBYW Olympia PropCo LLC |
Delaware |
CBYW Parkersburg PropCo LLC |
Delaware |
CBYW Ridgewood PropCo LLC |
Delaware |
CBYW Warwick PropCo LLC |
Delaware |
CBYW Rutland PropCo LLC |
Delaware |
CBYW Seaford PropCo LLC |
Delaware |
CBYW Seattle PropCo LLC |
Delaware |
CBYW Shepherdstown PropCo LLC |
Delaware |
CBYW Sissonville PropCo LLC |
Delaware |
CBYW Wyncote PropCo LLC |
Delaware |
Cindat Best Years Welltower Brookdale HoldCo LLC |
Delaware |
Cindat Best Years Welltower Genesis HoldCo LLC |
Delaware |
CBYW West Seattle PropCo LLC |
Delaware |
CBYW Stanwood PropCo LLC |
Delaware |
CBYW Ansted PropCo LLC |
Delaware |
CBYW Bedford PropCo LLC |
Delaware |
CBYW Bluefield PropCo LLC |
Delaware |
CBYW Canyon Lakes PropCo LLC |
Delaware |
CBYW Cedar Grove PropCo LLC |
Delaware |
CBYW Concord PropCo LLC |
Delaware |
CBYW Eatontown PropCo LLC |
Delaware |
CBYW Fair Lawn PropCo LLC |
Delaware |
CBYW Franklin PropCo LLC |
Delaware |
CBYW Fredericksburg PropCo LLC |
Delaware |
CBYW Keene PropCo LLC |
Delaware |
CBYW Laconia PropCo LLC |
Delaware |
CBYW Lancaster PropCo LLC |
Delaware |
CBYW Manahawkin PropCo LLC |
Delaware |
CBYW Martinsburg PropCo LLC |
Delaware |
CBYW Brookdale Whittier GP LLC |
Delaware |
CBYW Lebanon PropCo LLC |
Delaware |
CBYW Hemet ALF PropCo LP |
Delaware |
CBYW Hemet ILF PropCo LP |
Delaware |
CBYW San Ramon PropCo LP |
Delaware |
CBYW Whittier PropCo LP |
Delaware |
Windrose Southlake Properties, LLC |
Delaware |
Windrose Southpointe Properties, L.L.C. |
Delaware |
Windrose Southside Properties, Ltd. |
Florida |
Windrose SPE Mount Vernon Properties, Inc. |
Georgia |
Windrose St. Louis I Properties, LLC |
Delaware |
Windrose St. Mary's Medical Professional Building, L.L.C. |
Virginia |
Windrose TSM I Properties, LLC |
Delaware |
Windrose Tucson Properties, LLC |
Delaware |
Windrose Tulsa Properties, L.L.C. |
Delaware |
Windrose Wellington Properties, LLC |
Delaware |
Windrose Wellington Properties, Ltd. |
Florida |
Windrose West Boca Properties, Ltd. |
Florida |
Windrose West Seneca Properties, LLC |
Delaware |
Windrose West Tower Properties, Ltd. |
Florida |
Windrose WPC Properties, L.P. |
Delaware |
WMP AWPC II Management, LLC |
Delaware |
WMP Boynton Beach Management, LLC |
Delaware |
WMP East Valley Management, LLC |
Delaware |
WMP Niagara Falls Management, LLC |
Delaware |
WMP Northwest Professional Plaza Management, LLC |
Delaware |
WMP Physicians Plaza Management, LLC |
Delaware |
WMP Southlake Management, LLC |
Delaware |
WMP TSM I Management, LLC |
Delaware |
WMP Wellington Management, LLC |
Delaware |
WMP West Seneca Management, LLC |
Delaware |
WMPT Aberdeen I Management, L.L.C. |
Delaware |
WMPT Aberdeen II Management, L.L.C. |
Delaware |
WMPT Atrium Management, L.L.C. |
Delaware |
WMPT Bartlett Management, LLC |
Delaware |
WMPT Claremore Management, LLC |
Delaware |
WMPT Congress I Management, L.L.C. |
Delaware |
WMPT Congress II Management, L.L.C. |
Delaware |
WMPT Frisco I Management, LLC |
Delaware |
WMPT Frisco II Management, LLC |
Delaware |
WMPT Glendale Management, LLC |
Delaware |
WMPT Lafayette Management, L.L.C. |
Delaware |
WMPT Las Vegas Management, LLC |
Delaware |
WMPT Los Alamitos Management, LLC |
Delaware |
WMPT Northside Management, L.L.C. |
Delaware |
WMPT Orange Centre Management, L.L.C. |
Delaware |
WMPT Palmer Management, LLC |
Delaware |
WMPT Palms West III Management, L.L.C. |
Delaware |
CBYW Brookdale Hemet ALF GP LLC |
Delaware |
CBYW Brookdale Hemet ILF GP LLC |
Delaware |
WMPT Palms West IV Management, L.L.C. |
Delaware |
WMPT Palms West V Management, L.L.C. |
Delaware |
CBYW Brookdale San Ramon GP LLC |
Delaware |
WMPT Princeton Management, L.L.C. |
Delaware |
WMPT Sacramento Properties, L.L.C. |
Virginia |
WMPT Sacramento, L.P. |
Virginia |
WMPT Santa Anita Management, L.L.C. |
Delaware |
WMPT Sierra Management, L.L.C. |
Delaware |
WMPT Southpointe Management, L.L.C. |
Delaware |
WMPT Southside Management, L.L.C. |
Delaware |
WMPT St. Louis I Management, LLC |
Delaware |
WMPT Stone Oak Properties, L.L.C. |
Virginia |
WMPT Stone Oak, L.P. |
Virginia |
WMPT Tucson Management, LLC |
Delaware |
WMPT Tulsa Management, L.L.C. |
Delaware |
WMPT Wellington Management, L.L.C. |
Delaware |
WMPT West Boca Management, L.L.C. |
Delaware |
EAT Sunrise at Silas Burke, LLC |
Delaware |
EAT Sunrise Bethesda, LLC |
Delaware |
WMPT West Tower Management, L.L.C. |
Delaware |
WMPT WPC Jupiter Management, LLC |
Delaware |
EAT Sunrise Chevy Chase, LLC |
Delaware |
WMPT WPC Management, L.L.C. |
Delaware |
WR Brentwood Property Limited |
Guernsey |
WR Coombe Property Limited |
Guernsey |
WR Epsom Property Limited |
Guernsey |
WR GP Limited |
Jersey |
WR Hindhead Property Limited |
Guernsey |
WR Holdco S.a.r.l. |
Luxembourg |
WR Investment Partners Limited |
Jersey |
WR Limited Partnership |
Jersey |
FC Pioneer Holding Company, LLC |
Delaware |
WR Midco Limited |
United Kingdom |
WT UK OPCO 1 Limited |
United Kingdom |
WTP Healthcare Properties, LLC |
Delaware |
Wyncote Healthcare Corp. |
Pennsylvania |
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following registration statements:
· Registration Statement (Form S-8 No. 333-126195) dated June 28, 2005 pertaining to the Health Care REIT, Inc. 2005 Long-Term Incentive Plan;
· Registration Statement (Form S-8 No. 333-161131) dated August 6, 2009 pertaining to the Health Care REIT, Inc. Amended and Restated 2005 Long-Term Incentive Plan;
· Registration Statement (Form S-3 No. 333-203802) dated May 1, 2015 pertaining to an indeterminate amount of debt securities, common stock, preferred stock, depositary shares, warrants and units of Health Care REIT, Inc.;
· Registration Statement (Form S-3 No. 333-203803) dated May 1, 2015 pertaining to the Health Care REIT, Inc. Fifth Amended and Restated Dividend Reinvestment and Stock Purchase Plan; and
· Registration Statement (Form S-8 No. 333-211832) dated June 3, 2016 pertaining to the Welltower Inc. 2016 Long-Term Incentive Plan.
of our reports dated February 22, 2017, with respect to the consolidated financial statements and schedules of Welltower Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Welltower Inc. included in this Annual Report (Form 10-K) of Welltower Inc., for the year ended December 31, 2016.
/s/ ERNST & YOUNG LLP
Toledo, Ohio
February 22, 2017
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS , that each of the undersigned, a director or officer of Welltower Inc. (the “Company”), a Delaware corporation, hereby constitutes and appoints Thomas J. DeRosa and Scott A. Estes, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the year ended December 31, 2016 to be filed by the Company with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and any and all amendments to such Form 10-K, and to file such Form 10-K and each such amendment so signed, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of this 13th day of February 2017.
/s/ Jeffrey H. Donahue |
/s/ Judith C. Pelham |
Jeffrey H. Donahue, Chairman of the Board |
Judith C. Pelham, Director |
|
|
/s/ Kenneth J. Bacon |
/s/ Sergio D. Rivera |
Kenneth J. Bacon, Director |
Sergio D. Rivera, Director |
|
|
/s/ Fred S. Klipsch |
/s/ R. Scott Trumbull |
Fred S. Klipsch, Director |
R. Scott Trumbull, Director |
|
|
/s/ Geoffrey G. Meyers |
/s/ Thomas J. DeRosa |
Geoffrey G. Meyers, Director |
Thomas J. DeRosa, Chief Executive Officer and Director |
(Principal Executive Officer) |
|
|
|
/s/ Timothy J. Naughton |
/s/ Scott A. Estes |
Timothy J. Naughton, Director |
Scott A. Estes, Executive Vice President and Chief |
Financial Officer (Principal Financial Officer) |
|
|
|
/s/ Sharon M. Oster |
/s/ Paul D. Nungester, Jr. |
Sharon M. Oster, Director |
Paul D. Nungester, Jr., Senior Vice President and Controller (Principal Accounting Officer) |
|
|
|
|
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Thomas J. DeRosa , certify that:
1. |
|
I have reviewed this annual report on Form 10-K of Welltower Inc.; |
||||
|
|
|
||||
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
||||
|
|
|
||||
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
||||
|
|
|
||||
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
||||
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
||
|
(b) |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
||
|
(c) |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
||
|
(d) |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
||
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|||
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2017
|
/s/ THOMAS J. DEROSA |
|
|
Thomas J. DeRosa, |
|
|
Chief Executive Officer |
|
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Scott A. Estes , certify that:
1. |
|
I have reviewed this annual report on Form 10-K of Welltower Inc.; |
||||
|
|
|
||||
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
||||
|
|
|
||||
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
||||
|
|
|
||||
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
||||
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
||
|
|
|
|
|
||
|
(b) |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
||
|
|
|
|
|
||
|
(c) |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
||
|
|
|
|
|
||
|
(d) |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
||
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2017
|
/s/ SCOTT A. ESTES |
|
|
Scott A. Estes, |
|
|
Chief Financial Officer |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
I, Thomas J. DeRosa, the Chief Executive Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2016 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
||
|
/s/ THOMAS J. DEROSA |
|
||
|
Thomas J. DeRosa, |
|
||
|
Chief Executive Officer Date: February 22, 2017 |
|
||
|
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
I, Scott A. Estes, the Chief Financial Officer of Welltower Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that (i) the Annual Report on Form 10-K for the Company for the year ended December 31, 2016 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
|
|
||
|
/s/ SCOTT A. ESTES |
|
||
|
Scott A. Estes, |
|
||
|
Chief Financial Officer Date: February 22, 2017 |
|
||
|
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.