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, 2017
Commission File No. 1-8923
WELLTOWER INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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34-1096634 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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4500 Dorr Street, Toledo, Ohio |
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43615 |
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(Address of principal executive offices) |
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(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 |
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 ☑ 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 ☐ No ☑
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 ☑ 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 ☑ 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.
Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer o Smaller reporting company o Emerging growth company o
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
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 $27,562,002,967.
As of January 31, 2018, the registrant had 371,669,527 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 3, 2018, are incorporated by reference into Part III.
2017 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PART I |
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Item 1. |
2 |
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Item 1A. |
Risk Factors |
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Item 1B. |
Unresolved Staff Comments |
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Item 2. |
Properties |
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Item 3. Item 4. |
Legal Proceedings Mine Safety Disclosures |
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PART II |
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Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
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Item 6. |
Selected Financial Data |
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Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 8. |
Financial Statements and Supplementary Data |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
88 |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
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Item 14. |
Principal Accounting Fees and Services |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
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Item 16. |
Form 10-K Summary |
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Signature |
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Item 1. Business
General
Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The company invests with leading seniors housing operators, post-acute providers and health systems to fund 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 (“U.S.”), Canada and the United Kingdom (“U.K.”), 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.
References herein to “we,” “us,” “our” or the “Company” refer to Welltower Inc., a Delaware corporation, and its subsidiaries unless specifically noted otherwise.
Portfolio of Properties
Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Executive Summary – Company Overview” for a table that summarizes our portfolio as of December 31, 2017.
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 (U.K.), 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 that obligate the tenant to pay all operating costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all obligations under certain ground leases. We are not involved in property management. Our properties include stand-alone 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 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.
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Care Homes with or without Nursing (U.K.) . Care homes without nursing, regulated by the Care Quality Commission (CQC”), are rental properties that provide essentially the same services as U.S. assisted living facilities. Care homes with nursing, also regulated by the CQC, 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.
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 22%, 28% and 31% of total revenues for the years ended December 31, 2017, 2016 and 2015, respectively. For the year ended December 31, 2017, our revenues related to our relationship with Genesis HealthCare (“Genesis”) accounted for approximately 20% of our triple-net segment revenues and 4% of our total revenues. As of December 31, 2017, our relationship with Genesis was comprised of a master lease for 86 properties owned 100% by us, three real estate loans totaling approximately $267 million, approximately 9.5 million shares of GEN Series A common stock (representing approximately 6% of total GEN common stock) and a 25% ownership stake in an unconsolidated joint venture that includes a master lease for 28 properties operated by Genesis . 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. Please see Notes 6 and 21 to our consolidated financial statements for additional information.
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 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 65%, 59% and 56% of total revenues for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, we had relationships with 17 operators to manage our seniors housing operating properties. In each instance, our partner provides management services to the properties pursuant to an incentive-based management contract. We rely on our partners to effectively and efficiently manage these properties. For the year ended December 31, 2017, our relationship with Sunrise Senior Living accounted for approximately 37% of our seniors housing operating segment revenues and 24% of our total revenues. See Note 7 to our consolidated financial statements for additional information.
Outpatient Medical
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). We typically lease our outpatient medical buildings to multiple tenants and provide varying levels of property management. Our outpatient medical segment accounted for 13% of total revenues for each of the years ended December 31, 2017, 2016 and 2015. No single tenant exceeds 20% of segment revenues.
Investments
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 seek to diversify our investment portfolio by property type, relationship and geographic location. In determining whether to invest in a property, we focus on the following: (1) the experience of the obligor’s/partner’s management
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team; (2) the historical and projected financial and operational performance of the property; (3) the credit of the obligor/partner; (4) the security for any lease or loan; (5) the real estate attributes of the building and its location; (6) the capital committed to the property by the obligor/partner; and (7) the operating fundamentals of the applicable industry.
We monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of, among other things, tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions.
Investment Types
Real Property. Our properties are primarily comprised of land, buildings, improvements and related rights. Our triple-net properties are generally leased to operators under long-term operating leases. The leases generally have a fixed contractual term of 12 to 15 years and contain one or more five to 15-year renewal options. Certain of our leases also contain purchase options, a portion of which could result in the disposition of properties for less than full market value. 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, 2017, 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 its unexpired leases and executory contracts. In the context of integrated master leases such as ours, our tenants in bankruptcy would be required to assume or reject the master lease as a whole, rather than deciding on a property by property basis.
Our outpatient medical portfolio is primarily self-managed and consists principally of multi-tenant properties leased to health care providers. Our leases typically include increasers and some form of operating expense reimbursement by the tenant. As of December 31, 2017, 80% of our portfolio included leases with full pass through, 19% with a partial expense reimbursement (modified gross) and 1% 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, 2017 and are often credit enhanced by security deposits, guaranties and/or letters of credit.
Construction. We provide for the construction of properties for tenants primarily as part of long-term operating leases. We capitalize certain interest costs associated with funds used for the construction of properties owned by us. The amount capitalized is based upon the amount advanced during the construction period using the rate of interest that approximates our Company-wide cost of financing. Our interest expense is reduced by the amount capitalized. 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, 2017, we had outstanding construction investments of $237,746,000 and were committed to provide additional funds of approximately $429,815,000 to complete construction for investment properties. See Note 3 to our consolidated financial statements for additional information. We also provide for construction loans which, depending on the terms and conditions, could be treated as loans, real property, or investments in unconsolidated entities.
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, 2017, we had gross outstanding real estate loans of $495,871,000. The interest yield averaged approximately 9.2% 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, 2017 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. See Note 6 to our consolidated financial statements for additional information.
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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 are in conformity with U.S general accepted accounting principles (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries and joint venture entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation.
At inception of joint venture transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations, requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance.
For investments in joint ventures, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
Borrowing Policies
We utilize a combination of debt and equity to fund investments. 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, 2018, we had 392 employees.
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Credit Concentrations Please see Note 8 to our consolidated financial statements.
Geographic Concentrations Please see “Item 2 – Properties” below 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 $3.7 trillion in 2018 or 18.5% 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 seniors housing 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
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 extensive regulation, including federal and state laws covering the type and quality of 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 applicable laws and regulations 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” in “Item 1A – Risk Factors” 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
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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 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. Approximately 60% of our overall revenues for the year ended December 31, 2017 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 provided under state waiver programs for home and community based care. As of September 30, 2017, 14 of our 43 seniors housing operators received Medicaid reimbursement pursuant to Medicaid waiver programs. For the twelve months ended September 30, 2017, approximately 1.2% 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 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 8% of our overall revenues for the year ended December 31, 2017 were attributable to U.S. 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 focus 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.
☐ Medicare Reimbursement. For the twelve months ended September 30, 2017, approximately 35% 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. In August 2017, CMS made some positive payment updates for fiscal year (“FY”) 2017 under the SNF PPS, the IRF PPS and the LTCH PPS. In particular, CMS published a final rule regarding FY 2018 Medicare payment policies and rates for:
§ SNF PPS. Under the final SNF PPS rule, CMS projects that payments to SNFs will increase in FY 2018 on an aggregate basis by 1.0% from payments in FY 2017.
§ IRF PPS. Under the IRF PPS rule, CMS estimates that aggregate payments to IRFs will increase in FY 2018 on an aggregate basis by 0.9% relative to payments in FY 2017.
§ LTCH PPS. As a result of the continuation of the phase-in of site neutral payment rates for specified cases in LTCHs, CMS projects FY 2018 Medicare payments to LTCHs will decrease by 2.4%. Payment rates will increase by 1.0% for cases that qualify for the higher standard LTCH PPS rate. CMS also finalized its proposal to remove from FY 2018 payment rates the temporary 0.6% Medicare Part A hospital payment increase to FY 2017 payment rates implemented in connection with a federal district court’s review of the “Two Midnight” payment policy.
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.
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☐ Medicaid Reimbursement . For the twelve months ended September 30, 2017, approximately 36% of the revenues of our 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 state revenues in a particular state are not sufficient to fund budgeted expenditures.
· Medicare Reimbursement for Physicians, Hospital Outpatient Departments (“HOPDs”), and Ambulatory Surgical Centers (“ASCs”). Changes in reimbursement to physicians, HOPDs, and 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, the Medicare and Children’s Health Insurance Program Reauthorization Act of 2015 (“MACRA”) 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 outpatient 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. The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Laws”) dramatically altered how health care is delivered and reimbursed in the U.S. and contained various provisions, including Medicaid expansion and the establishment of Health Insurance Exchanges (“HIEs”) providing subsidized health insurance, that may directly impact us or the operators and tenants of our properties. Since taking office, President Trump and the current U.S. Congress have sought to modify, repeal, or otherwise invalidate all or portions of the Health Reform Laws. For example, in October 2017, President Trump 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 . On the same day, the federal government separately announced that cost-sharing reduction payments to insurers offering qualified health plans through the HIEs would end, effective immediately, unless Congress appropriated the funds. Further, in December 2017, the U.S. Congress passed the Tax Cuts and Jobs Act, which included a provision that eliminates the penalty under the Health Reform Laws’ individual mandate and could impact the future state of the HIEs established by the Health Reform Laws. There is still uncertainty with respect to the additional 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
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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 (“HIPAA”), as amended by the 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. The costs for an operator of a health care property associated with developing and maintaining HIPAA compliance systems, defending enforcement actions and paying any assessed fines, can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us.
United Kingdom
In the U.K., 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 the U.K., 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 to their employees, clients and recipients of their services). These laws currently take the form of the U.K.’s Data Protection Act 1998, enforced by the U.K.’s Information Commissioner’s Office, but are expected to be replaced by the European Union’s (“EU”) 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 U.K. as well as individuals residing in the U.K. are also subject to the U.K. Bribery Act 2010. The U.K. 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 U.K. 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 and/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 senior 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
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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
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 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.
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.
Québec
Provincial laws in Québec regulate retirement homes (private seniors’ residences) as well as long-term care homes (residential and long-term care centers). Private seniors’ residences 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.
In May 2017, Quebec adopted the Act to combat maltreatment of seniors and other persons of full age in vulnerable situations , which aims to implement a Quebec-wide framework agreement to combat maltreatment, targets all facilities that provide health services and social services to seniors and vulnerable persons, including health establishments and private residences. We expect that it will affect private seniors’ residences in the following ways:
· Health establishments are required to adopt an “Anti-Maltreatment Policy”, providing notably for the measures put in place to prevent maltreatment of persons in vulnerable situations;
· The policy adopted by health establishments will notably have to include the required adaptation for the implementation of the policy in private sector residences; and
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· Operators of private seniors’ residences will be required to apply the policy adopted by the integrated health and social services center in their territory, as well as ensure that the policy is known by residents, their family members and their employees.
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.
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. There are over 60 privacy class actions which have been filed in Canada over recent years although none have yet been decided on their merits. 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
U.S. Federal Income Tax Considerations
General
We elected to be taxed as 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 complex qualification tests imposed under federal income tax law with respect to income, assets, distribution level and diversity of share ownership. 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.
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 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.
The Tax Cuts and Jobs Act (“Tax Act”)
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The Tax Act made significant changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their shareholders. Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time without hearings and substantial time for review may have led to drafting errors, issues needing clarification and unintended consequences that may need to be addressed subsequent tax legislation. It is unknown when Congress may address these issues or when the Internal Revenue Service (“IRS”) may issue guidance regarding the interpretation and implementation of the Tax Act. We cannot predict what impact future legislation and guidance will have on us or our shareholders.
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 (“SEC”) 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 SEC. 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,” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 REIT; and our ability to access capital markets or other sources of funds.
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.”
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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 addressed in this section or that we have not yet identified, actually occur, we could be materially adversely affected and 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. Investments in and acquisitions of seniors housing and health care properties entail risks associated with real estate investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance expectations. Furthermore, there can be no assurance that our anticipated acquisitions and investments, the completion of which is subject to various conditions, will be consummated in accordance with anticipated timing, on anticipated terms, or at all. Health care properties are often highly customizable and the development or redevelopment of such properties may require costly tenant-specific improvements. We also may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and this could have an adverse effect on our results of operations and financial condition. As a result, we cannot assure you that we will achieve the economic benefit we expect from acquisitions, investment, development and redevelopment opportunities. All of the foregoing could affect our ability to continue paying dividends at the current rate.
Our investments in joint ventures could be adversely affected by our lack of exclusive control over these investments, our partners’ insolvency or failure to meet their obligations, and disputes between us and our partners
We have entered into, and may continue in the future to enter into, partnerships or joint ventures with other persons or entities. Joint venture investments involve risks that may not be present with other methods of ownership, including the possibility that our partner might become insolvent, refuse to make capital contributions when due or otherwise fail to meet its obligations, which may result in certain liabilities to us for guarantees and other commitments; that our partner might at any time have economic or other business interests or goals that are or become inconsistent with our interests or goals; that we could become engaged in a dispute with our partner, which could require us to expend additional resources to resolve such dispute and could have an adverse impact on the operations and profitability of the joint venture; 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
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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. All of the foregoing could affect our ability to continue paying dividends at the current rate.
Increased competition and oversupply 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 for residents and patients, including on the basis of the scope and quality of care and services provided, reputation and financial condition, physical appearance of the properties, price, and location. Our operators are expected to encounter increased competition in the future that could limit their ability to attract residents or expand their businesses. In addition, we expect that there will continue to be a more than adequate inventory of seniors housing facilities. We cannot be certain that the operators of all of our facilities will be able to achieve and maintain occupancy and rate levels that will enable them to meet all of their obligations to us. If our operators cannot compete effectively or if there is an oversupply of facilities, their financial performance and ability to meet their obligations to us could have a material adverse effect on our financial results.
A severe cold and flu season, epidemics or any other widespread illnesses could adversely affect the occupancy of our seniors housing operating and triple-net properties
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. In addition, a flu pandemic could significantly increase the cost burdens faced by our operators, including if they are required to implement quarantines for residents, and adversely affect their ability to meet their obligations to us, which would have a material adverse effect on our financial results.
The insolvency or bankruptcy of our tenants, operators, borrowers, managers and other obligors may adversely affect our business, results of operations and financial condition
We are exposed to the risk that our tenants, operators, borrowers, managers or other obligors may not be able to meet the rent, principal and interest or other payments due us, which may result in a tenant, operator, borrower, manager or other obligor bankruptcy or insolvency, or that a tenant, operator, borrower, manager or other obligor might become subject to bankruptcy or insolvency proceedings for other reasons. Although our operating lease agreements provide us with the right to evict a tenant, demand immediate payment of rent and exercise other remedies, and our loans provide us with the right to terminate any funding obligation, demand immediate repayment of principal and unpaid interest, foreclose on the collateral and exercise other remedies, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator, borrower, manager or other obligor in bankruptcy or subject to insolvency proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and interest in the case of a loan, and to exercise other rights and remedies. In addition, if a lease is rejected in a tenant bankruptcy, our claim against the tenant may be limited by applicable provisions of the bankruptcy law. We may be required to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition of liens on a property and/or transition a property to a new tenant. In some instances, we have terminated our lease with a tenant and relet the property to another tenant. In some of those situations, we have provided working capital loans to and limited indemnification of the new obligor. If we cannot transition a leased property to a new tenant, we may take possession of that property, which may expose us to certain successor liabilities. Should such events occur, our revenue and operating cash flow may be adversely affected. All of the foregoing could affect our ability to continue paying dividends at the current rate.
We may not be able to timely reinvest our sale proceeds on terms acceptable to us
From time to time, we will have cash available from the proceeds of sales of our securities, principal payments on our loans receivable or the sale of properties, including non-elective dispositions, under the terms of master leases or similar financial support
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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, including other health care REITs, real estate partnerships, health care providers, health care lenders and other investors, including developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom may have greater financial resources and lower costs of capital than we do. This competition for attractive investments may negatively affect our ability to make timely investments on terms acceptable to us.
We depend on Genesis HealthCare (“Genesis”) and Brookdale Senior Living (“Brookdale”) for a significant portion of our revenues and any failure, inability or unwillingness by them to satisfy obligations under their agreements with us could adversely affect us
The properties we lease to Genesis and Brookdale account for a significant portion of our revenues, and because our leases with Genesis and Brookdale are triple-net leases, we also depend on Genesis and Brookdale 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 will have sufficient assets, income and access to financing to enable them to make rental payments to us or to otherwise satisfy their respective obligations under our leases, and any failure, inability or unwillingness by Genesis or Brookdale to do so could have an adverse effect on our business, results of operations and financial condition. Although the most recent publicly available financial statements of Genesis reflect going concern disclosures, the operator remains current on rent and the coverage remains above 1.0. Genesis and Brookdale 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 will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy their respective indemnification obligations. Genesis’s and Brookdale’s failure to effectively conduct their operations or to maintain and improve our properties could adversely affect their business reputations and their ability to attract and retain patients and residents in our properties, which, in turn, could adversely affect our business, results of operations and financial condition. Additionally, we have made real estate and other loans to Genesis and their operational or other failures could adversely impact their ability to repay these loans when due. See Note 21 to our consolidated financial statements for additional information regarding Genesis.
The properties managed by Sunrise Senior Living, LLC (“Sunrise”) 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
As of December 31, 2017, Sunrise managed 158 of our seniors housing operating properties. These properties account for a significant portion of our revenues, and we rely on Sunrise to manage these properties efficiently and effectively. We also rely on Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations. Any adverse developments in Sunrise’s business or financial condition could impair its ability to manage our properties efficiently and effectively, which could adversely affect our business, results of operations, and financial condition. Also, if Sunrise experiences any significant financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other things, acceleration of its indebtedness, impairment of its continued access to capital or the commencement of insolvency proceedings by or against it under the U.S. Bankruptcy Code, which, in turn, could adversely affect our business, results of operations and financial condition. See Note 7 to our consolidated financial statements for additional information.
Ownership of property outside the U.S. may subject us to different or greater risks than those associated with our domestic operations
We have operations in Canada and the U.K. 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 (regionally, nationally and locally) including, but not limited to, the U.K.’s June 2016 vote to exit the EU; 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 U.S. that affect foreign operations, including, but not limited to, the U.S. Foreign Corrupt Practices Act. If we are unable to successfully manage the risks associated with international expansion and operations, our results of operations and financial condition may be adversely affected.
If our tenants do not renew their existing leases, or if we are required to sell properties for liquidity reasons, we may be unable to lease or sell the properties on favorable terms, or at all
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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.
Real estate investments are relatively illiquid and most of the property we own is highly customized for specific uses. Our ability to quickly sell or exchange any of our properties in response to changes in operator, economic and other conditions will be limited. No assurances can be given that we will recognize full value for any property that we are required to sell. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. All of the foregoing could affect our ability to continue paying dividends at the current rate.
Our tenants, operators and managers may not have the necessary insurance coverage to insure adequately against losses
We maintain or require our tenants, operators and managers to maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly-situated companies in our industry, and we frequently review our insurance programs and requirements. That said, we cannot assure you that we or our tenants, operators or managers will continue to be able to maintain adequate levels of insurance and required coverages or that we will continue to require the same levels of insurance coverage under our lease, management and other agreements, which could adversely affect us in the event of a significant uninsured loss. 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 tenants’, operators’ and managers’ future operations, cash flows and financial condition, and may have a material adverse effect on the tenants’, operators’ and managers’ ability to meet their obligations to us.
Our ownership of properties through ground leases exposes us to the loss of such properties upon breach or termination of the ground leases
We have acquired an interest in certain of our properties by acquiring a leasehold interest in the property on which the building is located, and we may acquire additional properties in the future through the purchase of interests in ground leases. As the lessee under a ground lease, we are exposed to the possibility of losing the property upon termination of the ground lease or an earlier breach of the ground lease by us.
The requirements of, or changes to, governmental reimbursement programs, such as Medicare, Medicaid or government funding, could have a material adverse effect on our obligors’ liquidity, financial condition and results of operations, which could adversely affect our obligors’ ability to meet their obligations to us
Some of our obligors’ businesses are affected by government reimbursement. To the extent that an operator/tenant receives a significant portion of its revenues from government payors, primarily Medicare and Medicaid, such revenues may be subject to statutory and regulatory changes, retroactive rate adjustments, recovery of program overpayments or set-offs, court decisions, administrative rulings, policy interpretations, payment or other delays by fiscal intermediaries or carriers, government funding restrictions (at a program level or with respect to specific facilities) 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 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 Health Reform Laws, provide 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 2018, more than 60% 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 current 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. See “Item 1 — Business — Certain Government Regulations — United States — Reimbursement” above for additional information. If the operations, cash flows or financial condition of our operators and tenants are
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materially adversely impacted by the Health Reform Laws or future legislation, our revenue and operations may be adversely affected as well. More generally, and because of the dynamic nature of the legislative and regulatory environment for health care products and services, and in light of existing federal deficit and budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on the U.S. economy, our business, or that of our operators and tenants.
Our operators’ or tenants’ failure to comply with federal, state, province, local, and industry-regulated licensure, certification and inspection laws, regulations, and standards could adversely affect such operators’ or tenants’ operations, which could adversely affect our operators’ and tenants’ ability to meet their obligations to us
Our operators and tenants generally are subject to 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 CON to operate. Failure to obtain a license, registration, or CON, or loss of a required license, registration, or CON would prevent a facility from operating in the manner intended by the operators or tenants. These events could materially adversely affect our operators’ or tenants’ ability to make rent or other obligatory payments to us. State and local laws also may regulate the expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction or renovation of health care facilities, by requiring a CON or other similar approval from a state agency. See “Item 1 — Business — Certain Government Regulations — United States — Licensing and Certification” above.
The real estate market and our business may be negatively impacted by changes to U.S. tax laws
The Tax Act adopted on December 22, 2017 significantly changes the U.S. income tax rules for individuals and corporations. We are continuing to evaluate the impact of the Tax Act and, as such, its implications for our business remain uncertain. Although the Tax Act involves comprehensive changes to the system of corporate income tax, it does not substantively change the manner in which REITs are taxed. Although numerous provisions of the Tax Act do affect REITs, we are generally not subject to pay federal taxes applicable to regular corporations if we comply with the tax regulations governing REIT status. Nonetheless, the Tax Act makes numerous changes to the individual income tax rules that may affect the real estate market in the U.S., including limitations on the deductibility of state and local property taxes, the elimination of the deductibility of interest on new home equity loans and a reduction in the limit for an individual’s mortgage interest expense to interest on $750,000 of mortgages. Although the impact of these changes is likely to be most significant in the residential real estate market, rather than in the sectors where we operate, the effects of these changes on the broader real estate market in the geographic areas in which we operate and on our tenants remain uncertain.
Changes in applicable tax regulations could negatively affect our financial results
We are subject to taxation in the U.S. and numerous foreign jurisdictions. Because, even with the passage of the Tax Act, the U.S. maintains a worldwide corporate tax system, the foreign and U.S. tax systems are somewhat interdependent. Longstanding international norms that determine each country’s jurisdiction to tax cross-border international trade are evolving, 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 us, thereby, increasing the foreign tax liability of the subsidiaries; it is also possible that foreign countries could increase their withholding taxes on dividends and interest. 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.
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 or legal proceedings may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses 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
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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 frequently 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, including the effects of climate change. Nevertheless, we are always subject to the risk that such insurance will not fully cover all losses and, depending on the severity of the event and the impact on our properties, such insurance may not cover a significant portion of the losses. 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
Under various laws, owners or operators of real estate may be required to respond to the presence or release of hazardous substances on the property and may be held liable for property damage, personal injuries or penalties that result from environmental contamination or exposure to hazardous substances. 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, including those resulting from human error, product defects and technology failures. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to
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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, compromise the confidential information of our employees, operators, tenants and partners, damage our reputation and have a materially adverse effect on our business, financial condition and results of operations.
Our success depends on key personnel whose continued service is not guaranteed
Our success depends on the continued availability and service of key personnel, including our executive officers and other highly qualified employees, and competition for their talents is intense. We cannot assure you that we will retain our key personnel or that we will be able to recruit and retain other highly qualified employees in the future. Losing any key personnel could, at least temporarily, have a material adverse effect on our business, financial position and results of operations.
Risks Arising from Our Capital Structure
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.
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.
Cash available for distributions to stockholders may be insufficient to make dividend contributions at expected levels and are made at the discretion of the Board of Directors
If cash available for distribution generated by our assets decreases due to dispositions or otherwise, we may be unable to make dividend distributions at expected levels. Our inability to make expected distributions would likely result in a decrease in the market price of our common stock. All distributions are made at the discretion of our Board of Directors in accordance with Delaware law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectation of our future capital requirements and operating performance, restrictive covenants in our financial and other contractual arrangements, maintenance of our REIT qualification, restrictions under Delaware law and other factors as our Board of Directors may deem relevant from time to time. Additionally, our ability to make distributions will be adversely affected if any of the risks described herein, or other significant adverse events, occur.
We are subject to covenants in our debt agreements that could have a material adverse 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 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 U.S. 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.
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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 results of operations, liquidity and/or financial condition.
Increases in interest rates could have a material adverse impact on our cost of capital
An increase in interest rates may increase interest cost on new and existing variable rate debt. Such increases in the cost of capital could adversely impact our ability to finance operations, the acquisition and development of properties, and refinance existing debt. Additionally, increased interest rates may also result in less liquid property markets, limiting our ability to sell existing assets.
Fluctuations in the value of foreign currencies could adversely affect our results of operations and financial position
Currency exchange rate fluctuations could affect our results of operations and financial position. We generate a portion of our revenue and expenses in such foreign currencies as the Canadian dollar and the British pound sterling. 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 hedge agreements may not effectively reduce our exposure to changes in interest rates or foreign currency exchange rates
We enter into hedge agreements from time to time to manage some of our exposure to interest rate and foreign currency exchange rate volatility. These 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. 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 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.
Certain subsidiaries might fail to qualify or remain qualified as a REIT
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We own interests in a number of entities which have elected to be taxed as REITs for U.S. federal income tax purposes, some of which we consolidate for financial reporting purposes but each of which is treated as a separate REIT for federal income tax purposes (each a “Subsidiary REIT”). To qualify as a REIT, each Subsidiary REIT must independently satisfy all of the REIT qualification requirements under the Code, together with all other rules applicable to REITs. Provided that each Subsidiary REIT qualifies as a REIT, our interests in the Subsidiary REITs will be treated as qualifying real estate assets for purposes of the REIT asset tests. If a Subsidiary REIT fails to qualify as a REIT in any taxable year, such Subsidiary REIT will be subject to federal and state income taxes and may not be able to qualify as a REIT for the four subsequent taxable years. Any such failure could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT, unless we are able to avail ourselves of certain relief provisions.
The 90% annual distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we must make distributions to our stockholders. Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that, from time to time, we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement, 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.
If certain sale-leaseback transactions are not characterized by the Internal Revenue Service (“IRS”) as “true leases,” we may be subject to adverse tax consequences
We have purchased certain properties and leased them back to the sellers of such properties, and we may enter into similar transactions in the future. We intend for any such sale-leaseback transaction to be structured in such a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, the IRS might take the position that the transaction is not a “true lease” but is more properly treated in some other manner. In the event any sale-leaseback transaction is challenged and successfully re-characterized by the IRS, we would not be entitled to claim the deductions for depreciation and cost recovery generally available to an owner of property. Furthermore, if a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT asset tests or income tests and, consequently, could lose our REIT status effective with the year of re-characterization. Alternatively, the amount of our REIT taxable income could be recalculated, which may cause us to fail to meet the REIT annual distribution requirements for a taxable year.
We could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities
We are subject to taxes in the U.S. and foreign jurisdictions. Our analysis of the Tax Act may be impacted by any corrective legislation and any guidance provided by the U.S. Treasury, the IRS or by the General Explanation of the Tax Act, which is under preparation by the Staff of the Congressional Joint Committee on Taxation. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. We are also subject to the examination of our tax returns and other tax matters by the IRS and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If we were subject to review or examination by the IRS or applicable foreign jurisdiction as the result of any new tax law changes (including the recently enacted Tax Act) the ultimate determination of which may change our taxes owed for an amount in excess of amounts previously accrued or recorded, our financial condition, operating results, and cash flows could be adversely affected.
21
Item 1B. Unresolved Staff Comments
None.
22
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, 2017 (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 |
|
$ |
34,374 |
|
$ |
4,198 |
|
- |
|
$ |
- |
|
$ |
- |
|
Arizona |
|
2 |
|
|
26,771 |
|
|
2,349 |
|
4 |
|
|
59,180 |
|
|
22,940 |
|
California |
|
25 |
|
|
425,291 |
|
|
50,368 |
|
71 |
|
|
2,629,870 |
|
|
636,760 |
|
Colorado |
|
8 |
|
|
253,330 |
|
|
22,718 |
|
5 |
|
|
137,842 |
|
|
39,864 |
|
Connecticut |
|
13 |
|
|
162,800 |
|
|
20,314 |
|
17 |
|
|
420,700 |
|
|
135,459 |
|
District Of Columbia |
|
- |
|
|
- |
|
|
- |
|
1 |
|
|
62,508 |
|
|
14,169 |
|
Delaware |
|
6 |
|
|
102,090 |
|
|
12,340 |
|
1 |
|
|
20,657 |
|
|
6,750 |
|
Florida |
|
21 |
|
|
208,011 |
|
|
22,468 |
|
9 |
|
|
714,900 |
|
|
110,064 |
|
Georgia |
|
3 |
|
|
21,769 |
|
|
4,435 |
|
7 |
|
|
119,906 |
|
|
35,284 |
|
Iowa |
|
4 |
|
|
55,228 |
|
|
5,588 |
|
1 |
|
|
31,736 |
|
|
11,292 |
|
Idaho |
|
2 |
|
|
21,801 |
|
|
3,547 |
|
- |
|
|
- |
|
|
- |
|
Illinois |
|
9 |
|
|
157,493 |
|
|
16,926 |
|
14 |
|
|
438,607 |
|
|
111,523 |
|
Indiana |
|
32 |
|
|
462,707 |
|
|
50,889 |
|
- |
|
|
- |
|
|
- |
|
Kansas |
|
27 |
|
|
259,364 |
|
|
26,624 |
|
3 |
|
|
68,739 |
|
|
17,284 |
|
Kentucky |
|
6 |
|
|
50,832 |
|
|
8,676 |
|
2 |
|
|
38,366 |
|
|
14,209 |
|
Louisiana |
|
3 |
|
|
19,168 |
|
|
3,328 |
|
2 |
|
|
49,858 |
|
|
12,373 |
|
Massachusetts |
|
20 |
|
|
185,084 |
|
|
32,601 |
|
39 |
|
|
1,124,085 |
|
|
253,943 |
|
Maryland |
|
8 |
|
|
133,528 |
|
|
8,969 |
|
4 |
|
|
149,237 |
|
|
51,050 |
|
Maine |
|
- |
|
|
- |
|
|
- |
|
2 |
|
|
49,437 |
|
|
18,715 |
|
Michigan |
|
6 |
|
|
96,814 |
|
|
10,165 |
|
5 |
|
|
108,521 |
|
|
24,860 |
|
Minnesota |
|
10 |
|
|
222,546 |
|
|
18,809 |
|
4 |
|
|
111,503 |
|
|
21,595 |
|
Missouri |
|
1 |
|
|
11,926 |
|
|
186 |
|
5 |
|
|
147,090 |
|
|
23,376 |
|
Mississippi |
|
3 |
|
|
26,661 |
|
|
1,887 |
|
- |
|
|
- |
|
|
- |
|
Montana |
|
1 |
|
|
5,841 |
|
|
959 |
|
- |
|
|
- |
|
|
- |
|
North Carolina |
|
50 |
|
|
369,065 |
|
|
41,964 |
|
1 |
|
|
39,461 |
|
|
7,239 |
|
Nebraska |
|
4 |
|
|
31,942 |
|
|
4,067 |
|
- |
|
|
- |
|
|
- |
|
New Hampshire |
|
4 |
|
|
51,186 |
|
|
7,599 |
|
4 |
|
|
117,062 |
|
|
29,986 |
|
New Jersey |
|
56 |
|
|
1,229,004 |
|
|
132,850 |
|
8 |
|
|
233,766 |
|
|
65,306 |
|
New Mexico |
|
- |
|
|
- |
|
|
- |
|
1 |
|
|
18,199 |
|
|
1,375 |
|
Nevada |
|
5 |
|
|
80,918 |
|
|
12,785 |
|
2 |
|
|
35,919 |
|
|
10,995 |
|
New York |
|
6 |
|
|
147,412 |
|
|
15,993 |
|
10 |
|
|
334,217 |
|
|
87,283 |
|
Ohio |
|
16 |
|
|
125,308 |
|
|
31,430 |
|
5 |
|
|
216,731 |
|
|
36,858 |
|
Oklahoma |
|
21 |
|
|
225,662 |
|
|
20,181 |
|
2 |
|
|
39,679 |
|
|
3,374 |
|
Oregon |
|
10 |
|
|
74,169 |
|
|
7,125 |
|
- |
|
|
- |
|
|
- |
|
Pennsylvania |
|
31 |
|
|
766,860 |
|
|
12,909 |
|
6 |
|
|
80,343 |
|
|
39,962 |
|
Rhode Island |
|
- |
|
|
- |
|
|
- |
|
3 |
|
|
59,215 |
|
|
20,345 |
|
South Carolina |
|
5 |
|
|
31,653 |
|
|
5,698 |
|
- |
|
|
- |
|
|
- |
|
Tennessee |
|
4 |
|
|
39,654 |
|
|
3,839 |
|
2 |
|
|
48,830 |
|
|
15,741 |
|
Texas |
|
37 |
|
|
387,507 |
|
|
48,760 |
|
30 |
|
|
928,494 |
|
|
205,362 |
|
Utah |
|
2 |
|
|
30,108 |
|
|
2,582 |
|
1 |
|
|
16,315 |
|
|
10,546 |
|
Virginia |
|
12 |
|
|
179,684 |
|
|
13,229 |
|
3 |
|
|
92,020 |
|
|
11,062 |
|
Vermont |
|
- |
|
|
- |
|
|
- |
|
1 |
|
|
26,501 |
|
|
6,710 |
|
Washington |
|
18 |
|
|
318,379 |
|
|
33,773 |
|
12 |
|
|
403,565 |
|
|
78,355 |
|
Wisconsin |
|
7 |
|
|
108,644 |
|
|
14,650 |
|
- |
|
|
- |
|
|
- |
|
West Virginia |
|
4 |
|
|
66,949 |
|
|
8,454 |
|
- |
|
|
- |
|
|
- |
|
Total domestic |
|
506 |
|
|
7,207,533 |
|
|
746,232 |
|
287 |
|
|
9,173,059 |
|
|
2,192,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
6 |
|
|
160,418 |
|
|
11,023 |
|
103 |
|
|
2,077,853 |
|
|
440,222 |
|
United Kingdom |
|
61 |
|
|
1,220,528 |
|
|
107,728 |
|
53 |
|
|
1,542,910 |
|
|
312,009 |
|
Total international |
|
67 |
|
|
1,380,946 |
|
|
118,751 |
|
156 |
|
|
3,620,763 |
|
|
752,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand total |
|
573 |
|
$ |
8,588,479 |
|
$ |
864,983 |
|
443 |
|
$ |
12,793,822 |
|
$ |
2,944,240 |
23
|
|
Outpatient Medical |
|||||||
Property Location |
|
Number of Properties |
|
Total Investment |
|
Annualized Revenues |
|||
|
Alaska |
|
2 |
|
$ |
23,414 |
|
$ |
2,423 |
|
Alabama |
|
3 |
|
|
30,119 |
|
|
5,515 |
|
Arkansas |
|
1 |
|
|
22,730 |
|
|
2,067 |
|
Arizona |
|
4 |
|
|
62,649 |
|
|
9,453 |
|
California |
|
32 |
|
|
866,727 |
|
|
91,492 |
|
Colorado |
|
2 |
|
|
32,967 |
|
|
5,025 |
|
Connecticut |
|
1 |
|
|
41,686 |
|
|
3,939 |
|
Florida |
|
36 |
|
|
436,149 |
|
|
50,703 |
|
Georgia |
|
10 |
|
|
169,521 |
|
|
28,178 |
|
Iowa |
|
1 |
|
|
6,615 |
|
|
1,303 |
|
Illinois |
|
5 |
|
|
49,505 |
|
|
8,749 |
|
Indiana |
|
9 |
|
|
162,463 |
|
|
20,157 |
|
Kansas |
|
7 |
|
|
72,142 |
|
|
12,695 |
|
Kentucky |
|
1 |
|
|
7,297 |
|
|
679 |
|
Maryland |
|
5 |
|
|
93,869 |
|
|
11,817 |
|
Maine |
|
1 |
|
|
19,290 |
|
|
2,824 |
|
Michigan |
|
2 |
|
|
30,159 |
|
|
4,141 |
|
Minnesota |
|
8 |
|
|
165,704 |
|
|
26,127 |
|
Missouri |
|
8 |
|
|
144,391 |
|
|
17,451 |
|
North Carolina |
|
3 |
|
|
53,499 |
|
|
7,086 |
|
Nebraska |
|
2 |
|
|
33,727 |
|
|
5,379 |
|
New Hampshire |
|
1 |
|
|
13,344 |
|
|
1,758 |
|
New Jersey |
|
8 |
|
|
266,546 |
|
|
44,194 |
|
New Mexico |
|
3 |
|
|
31,760 |
|
|
3,731 |
|
Nevada |
|
5 |
|
|
43,466 |
|
|
4,200 |
|
New York |
|
8 |
|
|
109,193 |
|
|
7,214 |
|
Ohio |
|
5 |
|
|
51,894 |
|
|
9,845 |
|
Oklahoma |
|
2 |
|
|
23,633 |
|
|
3,318 |
|
Oregon |
|
1 |
|
|
9,279 |
|
|
1,453 |
|
South Carolina |
|
1 |
|
|
24,844 |
|
|
2,615 |
|
Tennessee |
|
6 |
|
|
64,569 |
|
|
7,831 |
|
Texas |
|
55 |
|
|
892,224 |
|
|
89,447 |
|
Virginia |
|
2 |
|
|
31,824 |
|
|
4,846 |
|
Washington |
|
6 |
|
|
170,665 |
|
|
20,456 |
|
Wisconsin |
|
20 |
|
|
244,483 |
|
|
32,779 |
|
Total domestic |
|
266 |
|
|
4,502,347 |
|
|
550,890 |
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
4 |
|
|
286,434 |
|
|
25,880 |
|
Grand total |
|
270 |
|
$ |
4,788,781 |
|
$ |
576,770 |
The following table sets forth occupancy, coverages and average annualized revenues for certain property types (excluding investments in unconsolidated entities):
24
Item 3. Legal Proceedings
From time to time, there are various legal proceedings pending against us that arise in the ordinary course of our business. Management does not believe that the resolution of any of these legal proceedings either individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition. Further, from time to time, we are party to certain legal proceedings for which third parties, such as tenants, operators and/or managers are contractually obligated to indemnify, defend and hold us harmless. In some of these matters, the indemnitors have insurance for the potential damages. In other matters, we are being defended by tenants and other obligated third parties and these indemnitors may not have sufficient insurance, assets, income or resources to satisfy their defense and indemnification obligations to us. The unfavorable resolution of such legal proceedings could, individually or in the aggregate, materially adversely affect the indemnitors’ ability to satisfy their respective obligations to us, which, in turn, could have a material adverse effect on our business, results of operations or financial condition. It is management’s opinion that there are currently no such legal proceedings pending that will, individually or in the aggregate, have such a material adverse effect. Despite management’s view of the ultimate resolution of these legal proceedings, we may have significant legal expenses and costs associated with the defense of such matters. Further, management cannot predict the outcome of these legal proceedings and if management’s expectation regarding such matters is not correct, such proceedings could have a material adverse effect on our business, results of operations or financial condition.
Item 4. Mine Safety Disclosures
None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
There were 4,761 stockholders of record as of January 31, 2018. 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:WELL), and common dividends paid per share:
|
|
|
Sales Price |
|
Dividends Paid |
|||||
|
|
|
High |
|
Low |
|
Per Share |
|||
2017 |
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
71.17 |
|
$ |
64.63 |
|
$ |
0.87 |
|
Second Quarter |
|
|
78.17 |
|
|
68.66 |
|
|
0.87 |
|
Third Quarter |
|
|
75.91 |
|
|
69.77 |
|
|
0.87 |
|
Fourth Quarter |
|
|
70.87 |
|
|
63.06 |
|
|
0.87 |
|
|
|
|
|
|
|
|
|
|
|
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 |
Our Board of Directors has approved a 2018 quarterly cash dividend rate of $0.87 per share of common stock per quarter, commencing with the February 2018 dividend. The declaration and payment of quarterly dividends remains subject to the review and approval of the Board of Directors.
25
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, 2017, 157 companies comprised the FTSE NAREIT Equity Index, which consists of REITs identified by NAREIT as equity (those REITs which have at least 75% of their investments in real property). The data are based on the closing prices as of December 31 for each of the five years. 2012 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.
26
The following selected financial data for the five years ended December 31, 2017 are derived from our audited consolidated financial statements (in thousands, except per share data):
27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
Company Overview
Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower TM , a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties. 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, 2017 (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/services, and interest earned on outstanding loans receivable. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions to us, there could be a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a variety of methods determined by the type of property. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we 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 relevant 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, 2017, rental income and resident fees/services represented 33% and 64%, respectively, of total revenues. Substantially all of our operating leases are designed with escalating rent structures. Leases with fixed annual rental escalators are generally recognized on a straight-line basis over the initial lease period, subject to a collectability assessment. Rental income related to leases with contingent rental escalators is generally recorded based on the contractual cash rental payments due for the period. Our yield on loans receivable depends upon a number of factors, including the stated interest rate, the average principal amount outstanding during the term of the loan, and any interest rate adjustments.
Our primary sources of cash include rent and interest receipts, resident fees/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
29
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. 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, 2017, we had $243,777,000 of cash and cash equivalents, $65,526,000 of restricted cash and $2,258,635,000 of available borrowing capacity under our primary unsecured credit facility.
Key Transactions
Capital . During the year ended December 31, 2017, we extinguished $1,080,268,000 of secured debt at a blended average interest rate of 5.2%. In addition, we redeemed all 11,500,000 shares of our 6.5% Series J Cumulative Redeemable Preferred Stock. Also, for the year ended December 31, 2017, we raised $611,443,000 through our dividend reinvestment program and our Equity Shelf Program (as defined below). The capital raised, in combination with available cash and borrowing capacity under our primary unsecured credit facility and proceeds from dispositions, supported new investment activity for the year.
Investments . The following summarizes our property acquisitions and joint venture investments made during the year ended December 31, 2017 (dollars in thousands):
Dispositions . The following summarizes property dispositions made during the year ended December 31, 2017 (dollars in thousands):
Dividends . Our Board of Directors announced the 2018 annual cash dividend of $3.48 per common share ($0.87 per share quarterly), consistent with 2017, beginning in February 2018. The dividend declared for the quarter ended December 31, 2017 represents the 187 th 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
30
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Performance . We believe that net income and net income attributable to common stockholders (“NICS”) per the Statement of Comprehensive Income are the most appropriate earnings measures. Other useful supplemental measures of our operating performance include funds from operations attributable to common stockholders (“FFO”), consolidated net operating income (“NOI”) and same store NOI (“SSNOI”); however, these supplemental measures are not defined by U.S. GAAP. Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliations. These earnings measures are widely used by investors and analysts in the valuation, comparison, and investment recommendations of companies. The following table reflects the recent historical trends of our operating performance measures for the periods presented (in thousands):
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
2015 |
|
2016 |
|
2017 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
888,549 |
|
$ |
1,082,070 |
|
$ |
540,613 |
||
Net income attributable to common stockholders |
|
|
818,344 |
|
|
1,012,397 |
|
|
463,595 |
||
Funds from operations attributable to common stockholders |
|
|
1,409,640 |
|
|
1,582,940 |
|
|
1,165,576 |
||
Consolidated net operating income |
|
|
2,237,569 |
|
|
2,404,177 |
|
|
2,232,716 |
||
Same store net operating income |
|
|
1,523,666 |
|
|
1,499,511 |
|
|
1,519,193 |
Credit Strength. We measure our credit strength both in terms of leverage ratios and coverage ratios. The leverage ratios indicate how much of our balance sheet capitalization is related to long-term debt, net of cash and Internal Revenue Code (“IRC”) section 1031 deposits. The coverage ratios indicate our ability to service interest and fixed charges (interest, secured debt principal amortization and preferred dividends). We expect to maintain capitalization ratios and coverage ratios sufficient to maintain a capital structure consistent with our current profile. The coverage ratios are based on adjusted earnings before interest, taxes, depreciation and amortization (“AEBITDA”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion and reconciliation of these measures. Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations, and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:
|
|
|
|
Year Ended December 31, |
||||
|
|
|
|
2015 |
|
2016 |
|
2017 |
|
|
|
|
|
|
|
|
|
Net debt to book capitalization ratio |
|
44.8% |
|
42.9% |
|
42.9% |
||
Net debt to undepreciated book capitalization ratio |
|
39.5% |
|
37.4% |
|
36.3% |
||
Net debt to market capitalization ratio |
|
32.5% |
|
31.1% |
|
31.2% |
||
|
|
|
|
|
|
|
|
|
Adjusted interest coverage ratio |
|
4.24x |
|
4.21x |
|
4.36x |
||
Adjusted fixed charge coverage ratio |
|
3.35x |
|
3.34x |
|
3.54x |
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:
31
We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in “Item 1 — Business — Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors” and other sections of this Annual Report on Form 10-K. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and Company-specific trends. Please refer to “Item 1 — Business,” “Item 1A — Risk Factors” in this Annual Report on Form 10-K for further discussion of these risk factors.
Corporate Governance
Maintaining investor confidence and trust is important in today’s business environment. Our Board of Directors and management are strongly committed to policies and procedures that reflect the highest level of ethical business practices. Our corporate governance guidelines provide the framework for our business operations and emphasize our commitment to increase stockholder value while meeting all applicable legal requirements. These guidelines meet the listing standards adopted by the New York Stock Exchange and are available on the Internet at www.welltower.com/investors/governance. The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Liquidity and Capital Resources
Sources and Uses of Cash
During the fourth quarter of 2017, we adopted Accounting Standards Update (“ASU”) No. 2016-18, “Restricted Cash,” and ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” See Note 2 to the consolidated financial statements for further information.
Our primary sources of cash include rent and interest receipts, resident fees/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. These sources and uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows for the periods presented (dollars in thousands):
32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Beginning cash, cash equivalents and restricted cash |
|
$ |
553,423 |
|
$ |
422,690 |
|
$ |
(130,733) |
|
-24% |
|
$ |
607,220 |
|
$ |
184,530 |
|
44% |
|
$ |
53,797 |
|
10% |
Net cash provided from (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
1,382,599 |
|
|
1,639,064 |
|
|
256,465 |
|
19% |
|
|
1,434,177 |
|
|
(204,887) |
|
-13% |
|
|
51,578 |
|
4% |
Investing activities |
|
|
(3,502,075) |
|
|
(183,443) |
|
|
3,318,632 |
|
-95% |
|
|
154,581 |
|
|
338,024 |
|
n/a |
|
|
3,656,656 |
|
n/a |
Financing activities |
|
|
1,997,318 |
|
|
(1,250,817) |
|
|
(3,248,135) |
|
n/a |
|
|
(1,913,527) |
|
|
(662,710) |
|
53% |
|
|
(3,910,845) |
|
n/a |
Effect of foreign currency translation |
|
|
(8,575) |
|
|
(20,274) |
|
|
(11,699) |
|
136% |
|
|
26,852 |
|
|
47,126 |
|
n/a |
|
|
35,427 |
|
n/a |
Ending cash, cash equivalents and restricted cash |
|
$ |
422,690 |
|
$ |
607,220 |
|
$ |
184,530 |
|
44% |
|
$ |
309,303 |
|
$ |
(297,917) |
|
-49% |
|
$ |
(113,387) |
|
-27% |
Operating Activities . The change in net cash provided from operating activities is attributable to changes in NOI, which is primarily due to dispositions in 2016 and 2017, partially offset by acquisitions and annual rent increasers. Please see “Results of Operations” below for further discussion. For the years ended December 31, 2015, 2016 and 2017, 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 2017.” Please refer to Notes 3, 6, and 7 of our consolidated financial statements for additional information. The following is a summary of cash used in non-acquisition capital improvement activities for the periods presented (dollars in thousands):
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
New development |
|
$ |
244,561 |
|
$ |
403,131 |
|
$ |
158,570 |
|
65% |
|
$ |
232,715 |
|
$ |
(170,416) |
|
-42% |
|
$ |
(11,846) |
|
-5% |
Recurring capital expenditures, tenant improvements and lease commissions |
|
|
64,458 |
|
|
66,332 |
|
|
1,874 |
|
3% |
|
|
- |
|
|
(66,332) |
|
-100% |
|
|
(64,458) |
|
-100% |
Renovations, redevelopments and other capital improvements |
|
|
123,294 |
|
|
152,814 |
|
|
29,520 |
|
24% |
|
|
250,276 |
|
|
97,462 |
|
64% |
|
|
126,982 |
|
103% |
Total |
|
$ |
432,313 |
|
$ |
622,277 |
|
$ |
189,964 |
|
44% |
|
$ |
482,991 |
|
$ |
(139,286) |
|
-22% |
|
$ |
50,678 |
|
12% |
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 2017.” Please refer to Notes 9, 10 and 13 of our consolidated financial statements for additional information.
Off-Balance Sheet Arrangements
At December 31, 2017, we had investments in unconsolidated entities with our ownership generally 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, 2017, we had fourteen 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, 2017 (in thousands):
33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Payments Due by Period |
|||||||||||||
Contractual Obligations |
|
Total |
|
2018 |
|
2019-2020 |
|
2021-2022 |
|
Thereafter |
|||||
Unsecured revolving credit facility (1) |
|
$ |
719,000 |
|
$ |
- |
|
$ |
- |
|
$ |
719,000 |
|
$ |
- |
Senior unsecured notes and term credit facilities: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar senior unsecured notes |
|
|
6,050,000 |
|
|
450,000 |
|
|
1,050,000 |
|
|
1,050,000 |
|
|
3,500,000 |
Canadian Dollar senior unsecured notes (3) |
|
|
239,674 |
|
|
- |
|
|
239,674 |
|
|
- |
|
|
- |
Pounds Sterling senior unsecured notes (3) |
|
|
1,420,545 |
|
|
- |
|
|
- |
|
|
- |
|
|
1,420,545 |
U.S. Dollar term credit facility |
|
|
507,500 |
|
|
- |
|
|
7,500 |
|
|
500,000 |
|
|
- |
Canadian Dollar term credit facility (3) |
|
|
199,728 |
|
|
- |
|
|
- |
|
|
199,728 |
|
|
- |
Secured debt: (2,3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
2,618,408 |
|
|
396,588 |
|
|
707,184 |
|
|
456,634 |
|
|
1,058,002 |
Unconsolidated |
|
|
753,807 |
|
|
31,087 |
|
|
133,312 |
|
|
36,628 |
|
|
552,780 |
Contractual interest obligations: (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured revolving credit facility |
|
|
80,485 |
|
|
20,121 |
|
|
40,243 |
|
|
20,121 |
|
|
- |
Senior unsecured notes and term loans (3) |
|
|
3,124,832 |
|
|
359,943 |
|
|
665,295 |
|
|
510,717 |
|
|
1,588,877 |
Consolidated secured debt (3) |
|
|
502,477 |
|
|
96,372 |
|
|
145,563 |
|
|
101,972 |
|
|
158,570 |
Unconsolidated secured debt (3) |
|
|
194,923 |
|
|
28,840 |
|
|
51,220 |
|
|
41,856 |
|
|
73,007 |
Capital lease obligations (5) |
|
|
89,104 |
|
|
4,678 |
|
|
8,507 |
|
|
8,346 |
|
|
67,573 |
Operating lease obligations (5) |
|
|
1,125,098 |
|
|
17,871 |
|
|
35,675 |
|
|
34,184 |
|
|
1,037,368 |
Purchase obligations (5) |
|
|
441,647 |
|
|
304,188 |
|
|
137,459 |
|
|
- |
|
|
- |
Other long-term liabilities (6) |
|
|
2,704 |
|
|
1,475 |
|
|
1,229 |
|
|
- |
|
|
- |
Total contractual obligations |
|
$ |
18,069,932 |
|
$ |
1,711,163 |
|
$ |
3,222,861 |
|
$ |
3,679,186 |
|
$ |
9,456,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 December 31, 2017. |
|||||||||||||||
(5) See Note 12 to our consolidated financial statements. |
|||||||||||||||
(6) Primarily relates to payments to be made under a supplemental executive retirement plan for one former executive officer. |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Structure
Please refer to “Credit Strength” above for 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, 2017, we believe 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 (“SEC”) (1) an open-ended automatic or “universal” shelf registration statement covering an indeterminate amount of future offerings of debt securities, common stock, preferred stock, depositary shares, warrants and units and (2) a registration statement in connection with our enhanced dividend reinvestment plan (“DRIP”) under which we may issue up to 15,000,000 shares of common stock. As of January 31, 2018, 2,108,286 shares of common stock remained available for issuance under the DRIP registration statement. We have entered into separate Equity Distribution Agreements with each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC relating to the offer and sale from time to time of up to $1,000,000,000 aggregate amount of our common stock (“Equity Shelf Program”). The Equity Shelf Program also allows us to enter into forward sale agreements. We expect that, if entered into, we will physically settle each forward sale agreement on one or more dates on or prior to the maturity date of that particular forward sale agreement, in which case we will expect to receive per share cash proceeds at settlement equal to the forward sale price under the relevant forward sale agreement. However, we may elect to cash settle or net share settle a forward share agreement. As of January 31, 2018, we had $784,083,000 of remaining capacity under the Equity Shelf Program and there were no outstanding forward sales agreements. Depending upon market conditions, we anticipate issuing securities under our registration statements to invest in additional properties and to repay borrowings under our primary unsecured credit facility.
Results of Operations
Summary
Our primary sources of revenue include rent, resident fees/services, and interest income. Our primary expenses include interest
34
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
expense, depreciation and amortization, property operating expenses, other expenses, 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 and other supplemental measures include FFO and AEBITDA, which are further discussed below. Please see Non-GAAP Financial Measures for additional information and reconciliations. The following is a summary of our results of operations for the periods presented (dollars in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
2015 |
|
2016 |
|
Amount |
|
% |
|
2017 |
|
Amount |
|
% |
|
Amount |
|
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
818,344 |
|
$ |
1,012,397 |
|
$ |
194,053 |
|
24% |
|
$ |
463,595 |
|
$ |
(548,802) |
|
-54% |
|
$ |
(354,749) |
|
-43% |
|
Net income |
|
|
888,549 |
|
|
1,082,070 |
|
|
193,521 |
|
22% |
|
|
540,613 |
|
|
(541,457) |
|
-50% |
|
|
(347,936) |
|
-39% |
|
Funds from operations attributable to common stockholders |
|
|
1,409,640 |
|
|
1,582,940 |
|
|
173,300 |
|
12% |
|
|
1,165,576 |
|
|
(417,364) |
|
-26% |
|
|
(244,064) |
|
-17% |
|
Adjusted EBITDA |
|
|
2,113,258 |
|
|
2,256,864 |
|
|
143,606 |
|
7% |
|
|
2,128,429 |
|
|
(128,435) |
|
-6% |
|
|
15,171 |
|
1% |
|
Consolidated NOI |
|
|
2,237,569 |
|
|
2,404,177 |
|
|
166,608 |
|
7% |
|
|
2,232,716 |
|
|
(171,461) |
|
-7% |
|
|
(4,853) |
|
0% |
|
Same store NOI |
|
|
1,523,666 |
|
|
1,499,511 |
|
|
(24,155) |
|
-2% |
|
|
1,519,193 |
|
|
19,682 |
|
1% |
|
|
(4,473) |
|
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data (fully diluted): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
2.34 |
|
$ |
2.81 |
|
$ |
0.47 |
|
20% |
|
$ |
1.26 |
|
$ |
(1.55) |
|
-55% |
|
$ |
(1.08) |
|
-46% |
|
Funds from operations attributable to common stockholders |
|
|
4.03 |
|
|
4.39 |
|
|
0.36 |
|
9% |
|
|
3.16 |
|
|
(1.23) |
|
-28% |
|
|
(0.87) |
|
-22% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted interest coverage ratio |
|
|
4.24x |
|
|
4.21x |
|
|
-0.03x |
|
-1% |
|
|
4.36x |
|
|
0.15x |
|
4% |
|
|
0.12x |
|
3% |
|
Adjusted fixed charge coverage ratio |
|
|
3.35x |
|
|
3.34x |
|
|
-0.01x |
|
0% |
|
|
3.54x |
|
|
0.20x |
|
6% |
|
|
0.19x |
|
6% |
The following table represents the changes in outstanding common stock for the period from January 1, 2015 to December 31, 2017 (in thousands):
|
|
|
Year Ended |
|
|
||||
|
|
|
December 31, 2015 |
|
December 31, 2016 |
|
December 31, 2017 |
|
Totals |
Beginning balance |
|
328,790 |
|
354,778 |
|
362,602 |
|
328,790 |
|
Public offerings |
|
19,550 |
|
- |
|
- |
|
19,550 |
|
Dividend reinvestment plan issuances |
|
4,024 |
|
4,145 |
|
5,640 |
|
13,809 |
|
Senior note conversions |
|
1,330 |
|
- |
|
- |
|
1,330 |
|
Preferred stock conversions |
|
- |
|
- |
|
4 |
|
4 |
|
Redemption of equity membership units |
|
- |
|
- |
|
91 |
|
91 |
|
Option exercises |
|
249 |
|
141 |
|
253 |
|
643 |
|
Equity Shelf Program issuances |
|
696 |
|
3,135 |
|
2,987 |
|
6,818 |
|
Other, net |
|
139 |
|
403 |
|
155 |
|
697 |
|
Ending balance |
|
354,778 |
|
362,602 |
|
371,732 |
|
371,732 |
|
|
|
|
|
|
|
|
|
|
|
Average number of shares outstanding: |
|
|
|
|
|
|
|||
|
Basic |
|
348,240 |
|
358,275 |
|
367,237 |
|
|
|
Diluted |
|
349,424 |
|
360,227 |
|
369,001 |
|
|
During the past three years, inflation has not significantly affected our earnings because of the moderate inflation rate. Additionally, a portion of our earnings are derived primarily from long-term investments with predictable rates of return. These investments are mainly financed with a combination of equity, senior unsecured notes, secured debt, and borrowings under our primary unsecured credit facility. During inflationary periods, which generally are accompanied by rising interest rates, our ability to grow may be adversely affected because the yield on new investments may increase at a slower rate than new borrowing costs. Presuming the current inflation rate remains moderate and long-term interest rates do not increase significantly, we believe that inflation will not impact the availability of equity and debt financing for us.
Triple-net
The following is a summary of our NOI and SSNOI for the triple-net segment for the periods presented (dollars in thousands):
35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
NOI |
|
$ |
1,175,806 |
|
$ |
1,208,860 |
|
$ |
33,054 |
|
3% |
|
$ |
967,084 |
|
$ |
(241,776) |
|
-20% |
|
$ |
(208,722) |
|
-18% |
||
Non-cash NOI attributable to same store properties (1) |
|
|
(48,890) |
|
|
(38,899) |
|
|
9,991 |
|
-20% |
|
|
(28,602) |
|
|
10,297 |
|
-26% |
|
|
20,288 |
|
-41% |
||
NOI attributable to non same store properties (2) |
|
|
(498,131) |
|
|
(574,049) |
|
|
(75,918) |
|
15% |
|
|
(333,279) |
|
|
240,770 |
|
-42% |
|
|
164,852 |
|
-33% |
||
SSNOI (1) |
|
$ |
628,785 |
|
$ |
595,912 |
|
$ |
(32,873) |
|
-5% |
|
$ |
605,203 |
|
$ |
9,291 |
|
2% |
|
$ |
(23,582) |
|
-4% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Relates to 418 same store properties. |
||||||||||||||||||||||||||
(2) Primarily relates to the acquisition of 74 properties and the conversion of 17 construction projects into revenue-generating properties subsequent to January 1, 2015 as well as 48 properties sold or held for sale at December 31, 2017. |
The following is a summary of our results of operations for the triple-net segment for the periods presented (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Rental income |
|
$ |
1,094,827 |
|
$ |
1,112,325 |
|
$ |
17,498 |
|
2% |
|
$ |
885,811 |
|
$ |
(226,514) |
|
-20% |
|
$ |
(209,016) |
|
-19% |
|
|
Interest income |
|
|
74,108 |
|
|
90,476 |
|
|
16,368 |
|
22% |
|
|
73,742 |
|
|
(16,734) |
|
-18% |
|
|
(366) |
|
0% |
|
|
Other income |
|
|
6,871 |
|
|
6,059 |
|
|
(812) |
|
-12% |
|
|
7,531 |
|
|
1,472 |
|
24% |
|
|
660 |
|
10% |
|
|
|
|
|
|
1,175,806 |
|
|
1,208,860 |
|
|
33,054 |
|
3% |
|
|
967,084 |
|
|
(241,776) |
|
-20% |
|
|
(208,722) |
|
-18% |
|
NOI (1) |
|
|
1,175,806 |
|
|
1,208,860 |
|
|
33,054 |
|
3% |
|
|
967,084 |
|
|
(241,776) |
|
-20% |
|
|
(208,722) |
|
-18% |
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
28,384 |
|
|
21,370 |
|
|
(7,014) |
|
-25% |
|
|
15,194 |
|
|
(6,176) |
|
-29% |
|
|
(13,190) |
|
-46% |
|
|
Loss (gain) on derivatives, net |
|
|
(58,427) |
|
|
68 |
|
|
58,495 |
|
n/a |
|
|
2,284 |
|
|
2,216 |
|
3259% |
|
|
60,711 |
|
-104% |
|
|
Depreciation and amortization |
|
|
288,242 |
|
|
297,197 |
|
|
8,955 |
|
3% |
|
|
243,830 |
|
|
(53,367) |
|
-18% |
|
|
(44,412) |
|
-15% |
|
|
Transaction costs (2) |
|
|
53,195 |
|
|
10,016 |
|
|
(43,179) |
|
-81% |
|
|
- |
|
|
(10,016) |
|
-100% |
|
|
(53,195) |
|
-100% |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
10,095 |
|
|
863 |
|
|
(9,232) |
|
-91% |
|
|
29,083 |
|
|
28,220 |
|
3270% |
|
|
18,988 |
|
188% |
|
|
Provision for loan losses (3) |
|
|
- |
|
|
6,935 |
|
|
6,935 |
|
n/a |
|
|
62,966 |
|
|
56,031 |
|
808% |
|
|
62,966 |
|
n/a |
|
|
Impairment of assets (4) |
|
|
2,220 |
|
|
20,169 |
|
|
17,949 |
|
809% |
|
|
96,909 |
|
|
76,740 |
|
380% |
|
|
94,689 |
|
4265% |
|
|
Other expenses (2) |
|
|
35,648 |
|
|
- |
|
|
(35,648) |
|
-100% |
|
|
116,689 |
|
|
116,689 |
|
n/a |
|
|
81,041 |
|
227% |
|
|
|
|
|
|
359,357 |
|
|
356,618 |
|
|
(2,739) |
|
-1% |
|
|
566,955 |
|
|
210,337 |
|
59% |
|
|
207,598 |
|
58% |
Income from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
|
816,449 |
|
|
852,242 |
|
|
35,793 |
|
4% |
|
|
400,129 |
|
|
(452,113) |
|
-53% |
|
|
(416,320) |
|
-51% |
||
Income tax benefit (expense) |
|
|
(4,244) |
|
|
(1,087) |
|
|
3,157 |
|
-74% |
|
|
(4,291) |
|
|
(3,204) |
|
295% |
|
|
(47) |
|
1% |
||
Income (loss) from unconsolidated entities |
|
|
8,260 |
|
|
9,767 |
|
|
1,507 |
|
18% |
|
|
19,428 |
|
|
9,661 |
|
99% |
|
|
11,168 |
|
135% |
||
Income from continuing operations |
|
|
820,465 |
|
|
860,922 |
|
|
40,457 |
|
5% |
|
|
415,266 |
|
|
(445,656) |
|
-52% |
|
|
(405,199) |
|
-49% |
||
Gain (loss) on real estate dispositions, net (4) |
|
|
86,261 |
|
|
355,394 |
|
|
269,133 |
|
312% |
|
|
286,325 |
|
|
(69,069) |
|
-19% |
|
|
200,064 |
|
232% |
||
Net income |
|
|
906,726 |
|
|
1,216,316 |
|
|
309,590 |
|
34% |
|
|
701,591 |
|
|
(514,725) |
|
-42% |
|
|
(205,135) |
|
-23% |
||
Less: Net income attributable to noncontrolling interests |
|
|
6,348 |
|
|
1,221 |
|
|
(5,127) |
|
-81% |
|
|
4,603 |
|
|
3,382 |
|
277% |
|
|
(1,745) |
|
-27% |
||
Net income attributable to common stockholders |
|
$ |
900,378 |
|
$ |
1,215,095 |
|
$ |
314,717 |
|
35% |
|
$ |
696,988 |
|
$ |
(518,107) |
|
-43% |
|
$ |
(203,390) |
|
-23% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See Non-GAAP Financial Measures below. |
||||||||||||||||||||||||||
(2) See Note 3 to our consolidated financial statements. |
||||||||||||||||||||||||||
(3) See Note 6 to our consolidated financial statements. |
||||||||||||||||||||||||||
(4) See Note 5 to our consolidated financial statements. |
The 2017 decrease in rental income is primarily attributable to the disposition of properties exceeding new acquisitions and conversions of newly constructed triple-net properties. Certain of our leases contain annual rental escalators that are contingent upon changes in the Consumer Price Index (“CPI”) 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 CPI do not increase, a portion of our revenues may not continue to increase. 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, 2017, we had no triple-net lease renewals but we had 25 leases with rental rate increasers ranging from 0.15% to 0.36% in our triple-net portfolio. The 2017 decrease in interest income is primarily attributable to the volume of loan payoffs during 2016 and 2017 and the 2016 increase is attributable to higher loan volumes during the majority of 2016.
36
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
During the year ended December 31, 2017, we completed seven triple-net construction projects totaling $283,472,000 or $347,818 per bed/unit and two expansion projects totaling $10,336,000. The following is a summary of triple-net construction projects pending as of December 31, 2017 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Units/Beds |
|
|
Commitment |
|
|
Balance |
|
Est. Completion |
Alexandria,VA |
|
116 |
|
$ |
60,156 |
|
$ |
46,631 |
|
2Q18 |
Exton, PA |
|
120 |
|
|
34,175 |
|
|
18,560 |
|
2Q18 |
Westerville, OH |
|
90 |
|
|
22,800 |
|
|
3,595 |
|
4Q18 |
Total |
|
326 |
|
$ |
117,131 |
|
$ |
68,786 |
|
|
Total interest expense represents secured debt interest expense and related fees. The change in secured debt interest expense is due to the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable to the volume of extinguishments and terms of the related secured debt. The following is a summary of our triple-net secured debt principal activity for the periods presented (dollars in thousands):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||||||||
|
|
December 31, 2015 |
|
December 31, 2016 |
|
December 31, 2017 |
|||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
670,769 |
|
5.337% |
|
$ |
554,014 |
|
5.488% |
|
$ |
594,199 |
|
4.580% |
Debt issued |
|
|
- |
|
0.000% |
|
|
166,155 |
|
2.205% |
|
|
13,000 |
|
4.570% |
Debt assumed |
|
|
44,142 |
|
5.046% |
|
|
- |
|
0.000% |
|
|
- |
|
0.000% |
Debt extinguished |
|
|
(132,545) |
|
4.695% |
|
|
(118,500) |
|
5.562% |
|
|
(274,048) |
|
5.954% |
Foreign currency |
|
|
(15,633) |
|
5.315% |
|
|
3,157 |
|
5.247% |
|
|
20,186 |
|
2.909% |
Principal payments |
|
|
(12,719) |
|
5.450% |
|
|
(10,627) |
|
5.682% |
|
|
(5,863) |
|
5.657% |
Ending balance |
|
$ |
554,014 |
|
5.488% |
|
$ |
594,199 |
|
4.580% |
|
$ |
347,474 |
|
3.546% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages |
|
$ |
551,803 |
|
5.518% |
|
$ |
497,213 |
|
5.414% |
|
$ |
408,688 |
|
3.909% |
Depreciation and amortization decreased in 2017 primarily as a result of the disposition of triple-net properties. To the extent that we acquire or dispose of additional properties in the future, our provision for depreciation and amortization will change accordingly. Changes in gains on sales of properties are related to the volume of property sales and the sales prices. During the years ended December 31, 2017, 2016 and 2015, we recorded impairment charges totaling $96,909,000 related to 21 properties, $20,169,000 related to 22 properties, and $2,220,000 related to two properties, respectively.
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” below and Note 6 to our consolidated financial statements. During the years ended December 31, 2017 and 2016, we recorded provision for loan losses related to certain first mortgage loans to Genesis HealthCare (“Genesis”) of $62,966,000 and $6,935,000, respectively.
During the year ended December 31, 2017, other expenses primarily represents non-capitalizable transaction costs, including $88,316,000 related to a joint venture transaction with an existing seniors housing operator, including the conversion of properties from triple-net to seniors housing operating, an exchange of PropCo/OpCo interests and termination/restructuring of pre-existing relationships.
In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis. In February 2015, Genesis 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 was recorded in other expense. During the fourth quarter of 2017, management recorded an additional other than temporary charge of $18,294,000 in other expenses on the Genesis equity investment.
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.
37
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 and SSNOI for the seniors housing operating segment for the periods presented (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
NOI |
|
$ |
701,262 |
|
$ |
814,114 |
|
$ |
112,852 |
|
16% |
|
$ |
880,026 |
|
$ |
65,912 |
|
8% |
|
$ |
178,764 |
|
25% |
||
Non-cash NOI attributable to same store properties (1) |
|
|
1,003 |
|
|
1,990 |
|
|
987 |
|
98% |
|
|
1,242 |
|
|
(748) |
|
-38% |
|
|
239 |
|
24% |
||
NOI attributable to non same store properties (2) |
|
|
(83,880) |
|
|
(190,459) |
|
|
(106,579) |
|
127% |
|
|
(246,731) |
|
|
(56,272) |
|
30% |
|
|
(162,851) |
|
194% |
||
SSNOI (1) |
|
$ |
618,385 |
|
$ |
625,645 |
|
$ |
7,260 |
|
1% |
|
$ |
634,537 |
|
$ |
8,892 |
|
1% |
|
$ |
16,152 |
|
3% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Relates to 294 same store properties. |
||||||||||||||||||||||||||
(2) Primarily relates to the acquisition of 129 properties subsequent to January 1, 2015. |
The following is a summary of our results of operations for the seniors housing operating segment for the periods presented (dollars in thousands):
Fluctuations in resident fees/services and property operating expenses are primarily a result of acquisitions and the movement of U.S. and foreign currency exchange rates. The fluctuations in depreciation and amortization are due to acquisitions and variations in amortization of short-lived intangible assets. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly. 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 majority of our seniors housing operating properties are formed through partnership interests. The fluctuations in income (loss) from unconsolidated entities are largely due to the recognition of impairments related to one of our investments in unconsolidated
38
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
entities during the year ended December 31, 2017. In addition, losses are also attributable to depreciation and amortization of short-lived intangible assets related to certain investments in unconsolidated joint ventures in 2013 and 2014. Net income attributable to noncontrolling interests represents our partners’ share of net income (loss) related to joint ventures.
During the year ended December 31, 2017, we completed one seniors housing operating construction project representing $3,634,000 or $302,820 per unit. The following is a summary of our seniors housing operating construction projects, excluding expansions, pending as of December 31, 2017 (dollars in thousands):
Location |
|
Units/Beds |
|
|
Commitment |
|
|
Balance |
|
Est. Completion |
Chertsey, UK |
|
94 |
|
$ |
42,210 |
|
$ |
35,814 |
|
1Q18 |
Bushey, UK |
|
95 |
|
|
55,131 |
|
|
36,784 |
|
3Q18 |
Wandsworth, UK |
|
98 |
|
|
78,739 |
|
|
29,502 |
|
1Q20 |
Total |
|
287 |
|
$ |
176,080 |
|
|
102,100 |
|
|
Interest expense represents secured debt interest expense which fluctuates based on the net effect and timing of assumptions, segment transitions, fluctuations in foreign currency rates, extinguishments and principal amortizations. The fluctuations in loss (gain) on extinguishment of debt is primarily attributable the volume of extinguishments and terms of the related secured debt. 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, 2015 |
|
|
December 31, 2016 |
|
December 31, 2017 |
|||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
1,654,531 |
|
4.422% |
|
|
$ |
2,290,552 |
|
3.958% |
|
$ |
2,463,249 |
|
3.936% |
Debt issued |
|
|
228,685 |
|
2.776% |
|
|
|
293,860 |
|
2.895% |
|
|
228,772 |
|
2.722% |
Debt assumed |
|
|
842,316 |
|
3.420% |
|
|
|
60,898 |
|
4.301% |
|
|
- |
|
0.000% |
Debt extinguished |
|
|
(285,599) |
|
4.188% |
|
|
|
(159,498) |
|
3.656% |
|
|
(668,804) |
|
4.805% |
Debt deconsolidated |
|
|
- |
|
0.000% |
|
|
|
- |
|
0.000% |
|
|
(60,000) |
|
3.799% |
Foreign currency |
|
|
(110,691) |
|
3.625% |
|
|
|
26,549 |
|
3.483% |
|
|
72,636 |
|
3.234% |
Principal payments |
|
|
(38,690) |
|
4.126% |
|
|
|
(49,112) |
|
3.888% |
|
|
(47,153) |
|
3.601% |
Ending balance |
|
$ |
2,290,552 |
|
3.958% |
|
|
$ |
2,463,249 |
|
3.936% |
|
$ |
1,988,700 |
|
3.661% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages |
|
$ |
1,894,609 |
|
4.261% |
|
|
$ |
2,391,706 |
|
3.926% |
|
$ |
2,065,477 |
|
3.662% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increases in gains on real estate dispositions is due to higher volumes of property sales. During the years ended December 31, 2017, and 2016, we recorded impairment charges totaling $21,949,000 and $12,403,000, relating to three and two properties, respectively.
Outpatient Medical
The following is a summary of our NOI and SSNOI for the outpatient medical segment for the periods presented (dollars in thousands):
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
NOI (1) |
|
$ |
359,410 |
|
$ |
380,264 |
|
$ |
20,854 |
|
6% |
|
$ |
384,068 |
|
$ |
3,804 |
|
1% |
|
$ |
24,658 |
|
7% |
||
Non-cash NOI attributable to same store properties (1) |
|
|
(6,095) |
|
|
(3,073) |
|
|
3,022 |
|
-50% |
|
|
(1,764) |
|
|
1,309 |
|
-43% |
|
|
4,331 |
|
-71% |
||
NOI attributable to non same store properties (2) |
|
|
(76,819) |
|
|
(99,237) |
|
|
(22,418) |
|
29% |
|
|
(102,851) |
|
|
(3,614) |
|
4% |
|
|
(26,032) |
|
34% |
||
SSNOI (1) |
|
$ |
276,496 |
|
$ |
277,954 |
|
$ |
1,458 |
|
1% |
|
$ |
279,453 |
|
$ |
1,499 |
|
1% |
|
$ |
2,957 |
|
1% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
(1) Relates to 202 same store properties. |
||||||||||||||||||||||||||
(2) Primarily relates to the acquisition of 28 properties and the conversion of 12 construction projects into revenue-generating properties subsequent to January 1, 2015 as well as 20 properties sold or held for sale at Dcember 31, 2017. |
The following is a summary of our results of operations for the outpatient medical segment for the periods presented (dollars in thousands):
39
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Rental income |
|
$ |
504,121 |
|
$ |
536,490 |
|
$ |
32,369 |
|
6% |
|
$ |
560,060 |
|
$ |
23,570 |
|
4% |
|
$ |
55,939 |
|
11% |
|
|
Interest income |
|
|
5,853 |
|
|
3,307 |
|
|
(2,546) |
|
-43% |
|
|
- |
|
|
(3,307) |
|
-100% |
|
|
(5,853) |
|
-100% |
|
|
Other income |
|
|
4,684 |
|
|
5,568 |
|
|
884 |
|
19% |
|
|
3,340 |
|
|
(2,228) |
|
-40% |
|
|
(1,344) |
|
-29% |
|
|
|
|
|
|
514,658 |
|
|
545,365 |
|
|
30,707 |
|
6% |
|
|
563,400 |
|
|
18,035 |
|
3% |
|
|
48,742 |
|
9% |
Property operating expenses |
|
|
155,248 |
|
|
165,101 |
|
|
9,853 |
|
6% |
|
|
179,332 |
|
|
14,231 |
|
9% |
|
|
24,084 |
|
16% |
||
|
NOI (1) |
|
|
359,410 |
|
|
380,264 |
|
|
20,854 |
|
6% |
|
|
384,068 |
|
|
3,804 |
|
1% |
|
|
24,658 |
|
7% |
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
27,542 |
|
|
19,087 |
|
|
(8,455) |
|
-31% |
|
|
10,015 |
|
|
(9,072) |
|
-48% |
|
|
(17,527) |
|
-64% |
|
|
Depreciation and amortization |
|
|
186,265 |
|
|
188,616 |
|
|
2,351 |
|
1% |
|
|
193,094 |
|
|
4,478 |
|
2% |
|
|
6,829 |
|
4% |
|
|
Transaction costs (2) |
|
|
2,765 |
|
|
3,687 |
|
|
922 |
|
33% |
|
|
- |
|
|
(3,687) |
|
-100% |
|
|
(2,765) |
|
-100% |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
4,373 |
|
|
4,373 |
|
n/a |
|
|
4,373 |
|
n/a |
|
|
Provision for loan losses (3) |
|
|
- |
|
|
3,280 |
|
|
3,280 |
|
n/a |
|
|
- |
|
|
(3,280) |
|
-100% |
|
|
- |
|
n/a |
|
|
Impairment of assets (4) |
|
|
- |
|
|
4,635 |
|
|
4,635 |
|
n/a |
|
|
5,625 |
|
|
990 |
|
21% |
|
|
5,625 |
|
n/a |
|
|
Other expenses (2) |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
1,911 |
|
|
1,911 |
|
n/a |
|
|
1,911 |
|
n/a |
|
|
|
|
|
|
216,572 |
|
|
219,305 |
|
|
2,733 |
|
1% |
|
|
215,018 |
|
|
(4,287) |
|
-2% |
|
|
(1,554) |
|
-1% |
Income from continuing operations before income taxes and income (loss) from unconsolidated entities |
|
|
142,838 |
|
|
160,959 |
|
|
18,121 |
|
13% |
|
|
169,050 |
|
|
8,091 |
|
5% |
|
|
26,212 |
|
18% |
||
Income tax benefit (expense) |
|
|
245 |
|
|
(511) |
|
|
(756) |
|
n/a |
|
|
(1,477) |
|
|
(966) |
|
189% |
|
|
(1,722) |
|
n/a |
||
Income (loss) from unconsolidated entities |
|
|
2,908 |
|
|
318 |
|
|
(2,590) |
|
-89% |
|
|
2,683 |
|
|
2,365 |
|
744% |
|
|
(225) |
|
-8% |
||
Income from continuing operations |
|
|
145,991 |
|
|
160,766 |
|
|
14,775 |
|
10% |
|
|
170,256 |
|
|
9,490 |
|
6% |
|
|
24,265 |
|
17% |
||
Gain (loss) on real estate dispositions, net (4) |
|
|
194,126 |
|
|
(1,228) |
|
|
(195,354) |
|
n/a |
|
|
1,630 |
|
|
2,858 |
|
n/a |
|
|
(192,496) |
|
-99% |
||
Net income (loss) |
|
|
340,117 |
|
|
159,538 |
|
|
(180,579) |
|
-53% |
|
|
171,886 |
|
|
12,348 |
|
8% |
|
|
(168,231) |
|
-49% |
||
Less: Net income (loss) attributable to noncontrolling interests |
|
|
(110) |
|
|
768 |
|
|
878 |
|
n/a |
|
|
4,765 |
|
|
3,997 |
|
520% |
|
|
4,875 |
|
n/a |
||
Net income (loss) attributable to common stockholders |
|
$ |
340,227 |
|
$ |
158,770 |
|
$ |
(181,457) |
|
-53% |
|
$ |
167,121 |
|
$ |
8,351 |
|
5% |
|
$ |
(173,106) |
|
-51% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) See Non-GAAP Financial Measures below. |
||||||||||||||||||||||||||
(2) See Note 3 to our consolidated financial statements. |
||||||||||||||||||||||||||
(3) See Note 6 to our consolidated financial statements. |
||||||||||||||||||||||||||
(3) See Note 5 to our consolidated financial statements. |
The increases 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 CPI. 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 CPI 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 three months ended December 31, 2017, our consolidated outpatient medical portfolio signed 79,129 square feet of new leases and 270,505 square feet of renewals. The weighted-average term of these leases was six years, with a rate of $32.92 per square foot and tenant improvement and lease commission costs of $11.43 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 3.5%.
The fluctuation in property operating expenses is primarily attributable to acquisitions and construction conversions of new outpatient medical facilities for which we incur certain property operating expenses. The fluctuations in depreciation and amortization are due to acquisitions and variations in amortization of short-lived intangible assets. To the extent that we acquire or dispose of additional properties in the future, these amounts will change accordingly.
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” below and Note 6 to our consolidated financial statements.
Changes in gains/losses on sales of properties are related to volume of property sales and the sales prices . During 2016 and 2017, we recognized impairment charges related to certain held-for-sale properties as the carrying values exceeded the estimated fair values less costs to sell.
40
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
During the year ended December 31, 2017, we completed four outpatient medical construction projects representing $63,036,000 or $311 per square foot. The following is a summary of outpatient medical construction projects pending as of December 31, 2017 (dollars in thousands):
Location |
|
Square Feet |
|
|
Commitment |
|
|
Balance |
|
Est. Completion |
Palmer, AK |
|
38,376 |
|
$ |
12,345 |
|
$ |
2,329 |
|
3Q18 |
Brooklyn, NY |
|
140,955 |
|
|
105,177 |
|
|
49,901 |
|
3Q19 |
Total |
|
179,331 |
|
$ |
117,522 |
|
$ |
52,230 |
|
|
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 fluctuations in loss (gain) on extinguishment of debt is primarily attributable the volume of extinguishments and terms of the related secured debt. The following is a summary of our outpatient medical secured debt principal activity for the periods presented (dollars in thousands):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||||||||
|
|
December 31, 2015 |
|
December 31, 2016 |
|
December 31, 2017 |
|||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
609,268 |
|
5.838% |
|
$ |
627,689 |
|
5.177% |
|
$ |
404,079 |
|
4.846% |
Debt assumed |
|
|
120,959 |
|
2.113% |
|
|
- |
|
0.000% |
|
|
23,094 |
|
6.670% |
Debt extinguished |
|
|
(88,182) |
|
5.257% |
|
|
(210,115) |
|
5.970% |
|
|
(137,416) |
|
5.990% |
Principal payments |
|
|
(14,356) |
|
5.975% |
|
|
(13,495) |
|
6.552% |
|
|
(9,806) |
|
6.850% |
Ending balance |
|
$ |
627,689 |
|
5.177% |
|
$ |
404,079 |
|
4.846% |
|
$ |
279,951 |
|
4.720% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages |
|
$ |
613,155 |
|
5.434% |
|
$ |
536,774 |
|
5.106% |
|
$ |
294,694 |
|
4.624% |
A portion of our outpatient medical properties were formed through partnerships. Income or loss from unconsolidated entities represents our share of net income or losses from partnerships where we are the noncontrolling partner. Net income attributable to noncontrolling interests represents our partners’ share of net income or loss relating to those partnerships where we are the controlling partner.
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, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
$ |
1,091 |
|
$ |
939 |
|
$ |
(152) |
|
-14% |
|
$ |
1,538 |
|
$ |
599 |
|
64% |
|
$ |
447 |
|
41% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
365,855 |
|
|
399,035 |
|
|
33,180 |
|
9% |
|
|
396,148 |
|
|
(2,887) |
|
-1% |
|
|
30,293 |
|
8% |
|
Loss (gain) on derivatives, net |
|
|
- |
|
|
(2,516) |
|
|
(2,516) |
|
n/a |
|
|
- |
|
|
2,516 |
|
-100% |
|
|
- |
|
n/a |
|
General and administrative |
|
|
147,416 |
|
|
155,241 |
|
|
7,825 |
|
5% |
|
|
122,008 |
|
|
(33,233) |
|
-21% |
|
|
(25,408) |
|
-17% |
|
Loss (gain) on extinguishments of debt, net |
|
|
24,777 |
|
|
16,439 |
|
|
(8,338) |
|
-34% |
|
|
- |
|
|
(16,439) |
|
-100% |
|
|
(24,777) |
|
-100% |
|
Other expenses |
|
|
10,583 |
|
|
11,998 |
|
|
1,415 |
|
13% |
|
|
50,829 |
|
|
38,831 |
|
324% |
|
|
40,246 |
|
380% |
|
|
|
|
548,631 |
|
|
580,197 |
|
|
31,566 |
|
6% |
|
|
568,985 |
|
|
(11,212) |
|
-2% |
|
|
20,354 |
|
4% |
Loss from continuing operations before income taxes |
|
|
(547,540) |
|
|
(579,258) |
|
|
(31,718) |
|
6% |
|
|
(567,447) |
|
|
11,811 |
|
-2% |
|
|
(19,907) |
|
4% |
|
Income tax benefit (expense) |
|
|
(3,438) |
|
|
24,488 |
|
|
27,926 |
|
n/a |
|
|
2,070 |
|
|
(22,418) |
|
-92% |
|
|
5,508 |
|
n/a |
|
Net loss |
|
|
(550,978) |
|
|
(554,770) |
|
|
(3,792) |
|
1% |
|
|
(565,377) |
|
|
(10,607) |
|
2% |
|
|
(14,399) |
|
3% |
|
Preferred stock dividends |
|
|
65,406 |
|
|
65,406 |
|
|
- |
|
0% |
|
|
49,410 |
|
|
(15,996) |
|
-24% |
|
|
(15,996) |
|
-24% |
|
Preferred stock redemption charge |
|
|
- |
|
|
- |
|
|
- |
|
n/a |
|
|
9,769 |
|
|
9,769 |
|
n/a |
|
|
9,769 |
|
n/a |
|
Net loss attributable to common stockholders |
|
$ |
(616,384) |
|
$ |
(620,176) |
|
$ |
(3,792) |
|
1% |
|
$ |
(624,556) |
|
$ |
(4,380) |
|
1% |
|
$ |
(8,172) |
|
1% |
The following is a summary of our non-segment/corporate interest expense for the periods presented (dollars in thousands):
41
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended |
|
One Year Change |
|
Year Ended |
|
One Year Change |
|
Two Year Change |
||||||||||||||
|
|
December 31, |
|
December 31, |
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|||
|
|
2015 |
|
2016 |
|
$ |
|
% |
|
2017 |
|
$ |
|
% |
|
$ |
|
% |
||||||
Senior unsecured notes |
|
$ |
341,265 |
|
$ |
368,775 |
|
$ |
27,510 |
|
8% |
|
$ |
364,773 |
|
$ |
(4,002) |
|
-1% |
|
$ |
23,508 |
|
7% |
Secured debt |
|
|
357 |
|
|
310 |
|
|
(47) |
|
-13% |
|
|
127 |
|
|
(183) |
|
-59% |
|
|
(230) |
|
-65% |
Primary unsecured credit facility |
|
|
10,812 |
|
|
16,811 |
|
|
5,999 |
|
55% |
|
|
17,863 |
|
|
1,052 |
|
6% |
|
|
7,051 |
|
65% |
Loan expense |
|
|
13,421 |
|
|
13,139 |
|
|
(282) |
|
-2% |
|
|
13,385 |
|
|
246 |
|
2% |
|
|
(36) |
|
0% |
Totals |
|
$ |
365,855 |
|
$ |
399,035 |
|
$ |
33,180 |
|
9% |
|
$ |
396,148 |
|
$ |
(2,887) |
|
-1% |
|
$ |
30,293 |
|
8% |
The change in interest expense on senior unsecured notes is due to the net effect of issuances and extinguishments, primarily the $450,000,000 of 4.70% senior unsecured notes extinguished in December 2016. Please refer to Note 10 to consolidated financial statements for additional information. 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. 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 as a percentage of consolidated revenues for the years ended December 31, 2017, 2016 and 2015 were 2.83%, 3.63% and 3.82%, respectively. The 2017 decrease in general and administrative expenses is primarily related to a reduction in professional service fees for tax and legal consulting and compensation costs as a result of execution of our strategic initiatives.
Other expenses for 2017 primarily represents $40,730,000 of costs related to finalization of an agreement with the University of Toledo Foundation to transfer our corporate headquarters as a donation. Other expenses for all years also includes severance-related costs associated with the departure of certain executive officers and key employees. During 2017, we incurred expenses totaling approximately $3,811,000 in connection with the litigation captioned Welltower v. Brinker, Case No. G-4801-CI-0201702692-000 (Ct. Common Pleas, Toledo, Ohio). These expenses were offset by: 1) $4,000,000 we received pursuant to the terms of the settlement of the litigation; and 2) approximately $2,848,000 that Mr. Brinker was owed under his Separation Agreement with us, which was forgiven pursuant to the terms of the settlement of the litigation. Other expenses in 2015 also included costs associated with the termination of our investment in a strategic outpatient medical partnership.
The fluctuations in income taxes are primarily due to benefits recognized in the year ended December 31, 2016 related to the release of a valuation allowance reserve on a taxable subsidiary and the restructuring of an unconsolidated investment. The decrease in preferred dividends and the preferred stock redemption charge are due to the redemption of our 6.5% Series J preferred stock during the three months ended March 31, 2017.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
We believe that net income and net income attributable to common stockholders (“NICS”), as defined by U.S. GAAP, are the most appropriate earnings measurements. However, we consider FFO, NOI, SSNOI, EBITDA and Adjusted EBITDA (“AEBITDA”) to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (“NAREIT”) created funds from operations attributable to common stockholders (“FFO”) as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means NICS, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairment of depreciable assets, plus depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.
Consolidated net operating income (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our seniors housing operating and outpatient medical facility properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses (excluded from NOI) represent costs unrelated to property operations. These expenses include, but are not limited to, payroll and benefits, professional services, office expenses, and depreciation of corporate fixed assets. Same store NOI (“SSNOI”) is used to evaluate the operating performance of our properties 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, sub-leases and major capital restructurings 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 (net income) before interest, taxes, depreciation and amortization. We believe that EBITDA, along with net income and cash flow provided from operating activities, is an important supplemental measure because it provides additional information to assess and evaluate the performance of our operations. We primarily utilize EBITDA to measure our interest coverage ratio, which represents EBITDA divided by total interest, and our fixed charge coverage ratio, which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization, and preferred dividends. Covenants in our senior unsecured notes contain financial ratios based on a definition of EBITDA that is specific to those agreements. Failure to satisfy these covenants could result in an event of default that could have a material adverse impact on our cost and availability of capital, which could in turn have a material adverse impact on our consolidated results of operations, liquidity and/or financial condition. Due to the materiality of these debt agreements and the financial covenants, we have disclosed AEBITDA, which represents EBITDA as defined above excluding unconsolidated entities and adjusted for items per our covenant. We use AEBITDA to measure our adjusted fixed charge coverage ratio, which represents AEBITDA divided by fixed charges on a trailing twelve months basis. Fixed charges include total interest (excluding capitalized interest and non-cash interest expenses), secured debt principal amortization and preferred dividends. Our covenant requires an adjusted fixed charge coverage ratio of at least 1.50 times.
Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Management uses these financial measures to facilitate internal and external comparisons to our historical operating results and in making operating decisions. Additionally, these measures are utilized by the Board of Directors to evaluate management. None of our supplemental measures represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental measures, as defined by us, may not be comparable to similarly entitled items reported by other REITs or other companies.
43
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of FFO to NICS, the most directly comparable U.S. GAAP measure, for the periods presented. Noncontrolling interest and unconsolidated entity amounts represent adjustments to reflect our share of depreciation and amortization, gains/loss on real estate dispositions and impairments of assets. Amounts are in thousands except for per share data.
|
|
|
Year Ended December 31, |
|||||||
FFO Reconciliation: |
|
2015 |
|
2016 |
|
2017 |
||||
Net income attributable to common stockholders |
|
$ |
818,344 |
|
$ |
1,012,397 |
|
$ |
463,595 |
|
Depreciation and amortization |
|
|
826,240 |
|
|
901,242 |
|
|
921,720 |
|
Impairment of assets |
|
|
2,220 |
|
|
37,207 |
|
|
124,483 |
|
Loss (gain) on real estate dispositions, net |
|
|
(280,387) |
|
|
(364,046) |
|
|
(344,250) |
|
Noncontrolling interests |
|
|
(39,271) |
|
|
(71,527) |
|
|
(60,018) |
|
Unconsolidated entities |
|
|
82,494 |
|
|
67,667 |
|
|
60,046 |
|
Funds from operations attributable to common stockholders |
|
$ |
1,409,640 |
|
$ |
1,582,940 |
|
$ |
1,165,576 |
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
348,240 |
|
|
358,275 |
|
|
367,237 |
|
Diluted |
|
|
349,424 |
|
|
360,227 |
|
|
369,001 |
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.35 |
|
$ |
2.83 |
|
$ |
1.26 |
|
Diluted |
|
|
2.34 |
|
|
2.81 |
|
|
1.26 |
|
|
|
|
|
|
|
|
|
|
|
Funds from operations attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
4.05 |
|
$ |
4.42 |
|
$ |
3.17 |
|
Diluted |
|
|
4.03 |
|
|
4.39 |
|
|
3.16 |
44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Year Ended December 31, |
|||||||
AEBITDA Reconciliation: |
|
2015 |
|
2016 |
|
2017 |
||||
Net income |
|
$ |
888,549 |
|
$ |
1,082,070 |
|
$ |
540,613 |
|
Interest expense |
|
|
492,169 |
|
|
521,345 |
|
|
484,622 |
|
Income tax expense (benefit) |
|
|
6,451 |
|
|
(19,128) |
|
|
20,128 |
|
Depreciation and amortization |
|
|
826,240 |
|
|
901,242 |
|
|
921,720 |
|
|
EBITDA |
|
|
2,213,409 |
|
|
2,485,529 |
|
|
1,967,083 |
Stock-based compensation expense |
|
|
30,844 |
|
|
28,869 |
|
|
19,102 |
|
Transaction costs |
|
|
110,926 |
|
|
42,910 |
|
|
- |
|
Provision for loan losses |
|
|
- |
|
|
10,215 |
|
|
62,966 |
|
Loss (gain) on extinguishment of debt, net |
|
|
34,677 |
|
|
17,214 |
|
|
37,241 |
|
Impairment of assets |
|
|
2,220 |
|
|
37,207 |
|
|
124,483 |
|
Loss (gain) on real estate dispositions, net |
|
|
(280,387) |
|
|
(364,046) |
|
|
(344,250) |
|
Loss (gain) on derivatives, net |
|
|
(58,427) |
|
|
(2,448) |
|
|
2,284 |
|
Other expenses |
|
|
40,636 |
|
|
7,721 |
|
|
176,395 |
|
Loss (income) from unconsolidated entities |
|
|
21,504 |
|
|
10,357 |
|
|
83,125 |
|
Additional other income |
|
|
(2,144) |
|
|
(16,664) |
|
|
- |
|
AEBITDA |
|
$ |
2,113,258 |
|
$ |
2,256,864 |
|
$ |
2,128,429 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Interest Coverage Ratio: |
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
492,169 |
|
$ |
521,345 |
|
$ |
484,622 |
|
Capitalized interest |
|
|
8,670 |
|
|
16,943 |
|
|
13,489 |
|
Non-cash interest expense |
|
|
(2,586) |
|
|
(1,681) |
|
|
(10,359) |
|
|
Total interest |
|
|
498,253 |
|
|
536,607 |
|
|
487,752 |
AEBITDA |
|
$ |
2,113,258 |
|
$ |
2,256,864 |
|
$ |
2,128,429 |
|
|
Adjusted interest coverage ratio |
|
|
4.24x |
|
|
4.21x |
|
|
4.36x |
|
|
|
|
|
|
|
|
|
|
|
Adjusted Fixed Charge Coverage Ratio: |
|
|
|
|
|
|
|
|
|
|
Total interest |
|
$ |
498,253 |
|
$ |
536,607 |
|
$ |
487,752 |
|
Secured debt principal payments |
|
|
67,064 |
|
|
74,466 |
|
|
64,078 |
|
Preferred dividends |
|
|
65,406 |
|
|
65,406 |
|
|
49,410 |
|
|
Total fixed charges |
|
|
630,723 |
|
|
676,479 |
|
|
601,240 |
AEBITDA |
|
$ |
2,113,258 |
|
$ |
2,256,864 |
|
$ |
2,128,429 |
|
|
Adjusted fixed charge coverage ratio |
|
|
3.35x |
|
|
3.34x |
|
|
3.54x |
Our leverage ratios include book capitalization, undepreciated book capitalization, and market capitalization. Book capitalization represents the sum of net debt (defined as total long-term debt less cash and cash equivalents and any IRC section 1031 deposits), total equity and redeemable noncontrolling interests. Undepreciated book capitalization represents book capitalization adjusted for accumulated depreciation and amortization. Market capitalization represents book capitalization adjusted for the fair market value of our common stock. Our leverage ratios are defined as the proportion of net debt to total capitalization. The table below reflects the reconciliation of our leverage ratios to our balance sheets for the periods presented. Amounts are in thousands, except share price.
45
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
|
2015 |
|
|
2016 |
|
|
2017 |
Book capitalization: |
|
|
|
|
|
|
|
|
|
||
Borrowings under primary unsecured credit facility |
|
$ |
835,000 |
|
$ |
645,000 |
|
$ |
719,000 |
||
Long-term debt obligations (1) |
|
|
12,132,686 |
|
|
11,713,245 |
|
|
11,012,936 |
||
Cash & cash equivalents (2) |
|
|
(484,754) |
|
|
(557,659) |
|
|
(249,620) |
||
Total net debt |
|
|
12,482,932 |
|
|
11,800,586 |
|
|
11,482,316 |
||
Total equity |
|
|
15,175,885 |
|
|
15,281,472 |
|
|
14,925,452 |
||
Redeemable noncontrolling interest |
|
|
183,083 |
|
|
398,433 |
|
|
375,194 |
||
Book capitalization |
|
$ |
27,841,900 |
|
$ |
27,480,491 |
|
$ |
26,782,962 |
||
|
Net debt to book capitalization ratio |
|
|
44.8% |
|
|
42.9% |
|
|
42.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Undepreciated book capitalization: |
|
|
|
|
|
|
|
|
|
||
Total net debt |
|
$ |
12,482,932 |
|
$ |
11,800,586 |
|
$ |
11,482,316 |
||
Accumulated depreciation and amortization |
|
|
3,796,297 |
|
|
4,093,494 |
|
|
4,838,370 |
||
Total equity |
|
|
15,175,885 |
|
|
15,281,472 |
|
|
14,925,452 |
||
Redeemable noncontrolling interest |
|
|
183,083 |
|
|
398,433 |
|
|
375,194 |
||
Undepreciated book capitalization |
|
$ |
31,638,197 |
|
$ |
31,573,985 |
|
$ |
31,621,332 |
||
|
Net debt to undepreciated book capitalization ratio |
|
|
39.5% |
|
|
37.4% |
|
|
36.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Market capitalization: |
|
|
|
|
|
|
|
|
|
||
Common shares outstanding |
|
|
354,778 |
|
|
362,602 |
|
|
371,732 |
||
Period end share price |
|
$ |
68.03 |
|
$ |
66.93 |
|
$ |
63.77 |
||
Common equity market capitalization |
|
$ |
24,135,547 |
|
$ |
24,268,952 |
|
$ |
23,705,350 |
||
Total net debt |
|
|
12,482,932 |
|
|
11,800,586 |
|
|
11,482,316 |
||
Noncontrolling interests (3) |
|
|
768,408 |
|
|
873,512 |
|
|
877,499 |
||
Preferred stock |
|
|
1,006,250 |
|
|
1,006,250 |
|
|
718,503 |
||
Market capitalization: |
|
$ |
38,393,137 |
|
$ |
37,949,300 |
|
$ |
36,783,668 |
||
|
Net debt to market capitalization ratio |
|
|
32.5% |
|
|
31.1% |
|
|
31.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts include senior unsecured notes, secured debt and capital lease obligations as reflected on our consolidated balance sheet. |
|||||||||||
(2) Inclusive of IRC section 1031 deposits, if any. |
|||||||||||
(3) Includes all noncontrolling interests (redeemable and permanent) as reflected on our consolidated balance sheet. |
The following tables reflect the reconciliation of NOI and SSNOI to net income, the most directly comparable U.S. GAAP measure, for the years presented. Dollar amounts are in thousands.
|
|
|
|
|
Year Ended December 31, |
|||||||
NOI Reconciliation: |
|
2015 |
|
2016 |
|
2017 |
||||||
Net income |
|
$ |
888,549 |
|
$ |
1,082,070 |
|
$ |
540,613 |
|||
Loss (gain) on real estate dispositions, net |
|
|
(280,387) |
|
|
(364,046) |
|
|
(344,250) |
|||
Loss (income) from unconsolidated entities |
|
|
21,504 |
|
|
10,357 |
|
|
83,125 |
|||
Income tax expense (benefit) |
|
|
6,451 |
|
|
(19,128) |
|
|
20,128 |
|||
Other expenses |
|
|
46,231 |
|
|
11,998 |
|
|
177,776 |
|||
Impairment of assets |
|
|
2,220 |
|
|
37,207 |
|
|
124,483 |
|||
Provision for loan losses |
|
|
- |
|
|
10,215 |
|
|
62,966 |
|||
Loss (gain) on extinguishment of debt, net |
|
|
34,677 |
|
|
17,214 |
|
|
37,241 |
|||
Loss (gain) on derivatives, net |
|
|
(58,427) |
|
|
(2,448) |
|
|
2,284 |
|||
Transaction costs |
|
|
110,926 |
|
|
42,910 |
|
|
- |
|||
General and administrative expenses |
|
|
147,416 |
|
|
155,241 |
|
|
122,008 |
|||
Depreciation and amortization |
|
|
826,240 |
|
|
901,242 |
|
|
921,720 |
|||
Interest expense |
|
|
492,169 |
|
|
521,345 |
|
|
484,622 |
|||
Consolidated net operating income (NOI) |
|
$ |
2,237,569 |
|
$ |
2,404,177 |
|
$ |
2,232,716 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
NOI by segment: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
$ |
1,175,806 |
|
$ |
1,208,860 |
|
$ |
967,084 |
||
|
Seniors housing operating |
|
|
701,262 |
|
|
814,114 |
|
|
880,026 |
||
|
Outpatient medical |
|
|
359,410 |
|
|
380,264 |
|
|
384,068 |
||
|
Non-segment/corporate |
|
|
1,091 |
|
|
939 |
|
|
1,538 |
||
|
|
Total NOI |
|
$ |
2,237,569 |
|
$ |
2,404,177 |
|
$ |
2,232,716 |
46
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
SSNOI Reconciliation: |
|
2015 |
|
2016 |
|
2017 |
||||||
NOI: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
$ |
1,175,806 |
|
$ |
1,208,860 |
|
$ |
967,084 |
||
|
Seniors housing operating |
|
|
701,262 |
|
|
814,114 |
|
|
880,026 |
||
|
Outpatient medical |
|
|
359,410 |
|
|
380,264 |
|
|
384,068 |
||
|
|
|
Total |
|
|
2,236,478 |
|
|
2,403,238 |
|
|
2,231,178 |
Adjustments: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net: |
|
|
|
|
|
|
|
|
|
||
|
|
Non-cash NOI on same store properties |
|
|
(48,890) |
|
|
(38,899) |
|
|
(28,602) |
|
|
|
NOI attributable to non same store properties |
|
|
(498,131) |
|
|
(574,049) |
|
|
(333,279) |
|
|
|
|
Subtotal |
|
|
(547,021) |
|
|
(612,948) |
|
|
(361,881) |
|
Seniors housing operating: |
|
|
|
|
|
|
|
|
|
||
|
|
Non-cash NOI on same store properties |
|
|
1,003 |
|
|
1,990 |
|
|
1,242 |
|
|
|
NOI attributable to non same store properties |
|
|
(83,880) |
|
|
(190,459) |
|
|
(246,731) |
|
|
|
|
Subtotal |
|
|
(82,877) |
|
|
(188,469) |
|
|
(245,489) |
|
Outpatient medical: |
|
|
|
|
|
|
|
|
|
||
|
|
Non-cash NOI on same store properties |
|
|
(6,095) |
|
|
(3,073) |
|
|
(1,764) |
|
|
|
NOI attributable to non same store properties |
|
|
(76,819) |
|
|
(99,237) |
|
|
(102,851) |
|
|
|
|
Subtotal |
|
|
(82,914) |
|
|
(102,310) |
|
|
(104,615) |
|
|
|
Total |
|
|
(712,812) |
|
|
(903,727) |
|
|
(711,985) |
SSNOI by segment: |
|
|
|
|
|
|
|
|
|
|||
|
Triple-net |
|
|
628,785 |
|
|
595,912 |
|
|
605,203 |
||
|
Seniors housing operating |
|
|
618,385 |
|
|
625,645 |
|
|
634,537 |
||
|
Outpatient medical |
|
|
276,496 |
|
|
277,954 |
|
|
279,453 |
||
|
|
|
Total |
|
$ |
1,523,666 |
|
$ |
1,499,511 |
|
$ |
1,519,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
SSNOI Property Reconciliation: |
|
|
|
|
|
|
|
|
|
|||
|
Total properties |
|
|
1,286 |
|
|
|
|
|
|
||
|
Acquisitions |
|
|
(231) |
|
|
|
|
|
|
||
|
Developments |
|
|
(33) |
|
|
|
|
|
|
||
|
Disposals/Held-for-sale |
|
|
(71) |
|
|
|
|
|
|
||
|
Segment transitions |
|
|
(28) |
|
|
|
|
|
|
||
|
Other (1) |
|
|
(9) |
|
|
|
|
|
|
||
|
|
Same store properties |
|
|
914 |
|
|
|
|
|
|
|
(1) Includes eight land parcels and one loan. |
47
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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:
48
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
49
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 uses 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. Properties that meet the held-for-sale criteria are recorded at the lesser of fair value less costs to sell or carrying value. |
|
50
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 more information, see 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, 2017 |
|
December 31, 2016 |
||||||||
|
|
Principal balance |
|
Fair value change |
|
Principal balance |
|
Fair value change |
||||
Senior unsecured notes |
|
$ |
7,710,219 |
|
$ |
(500,951) |
|
$ |
7,568,832 |
|
$ |
(521,203) |
Secured debt |
|
|
1,749,958 |
|
|
(63,492) |
|
|
2,489,276 |
|
|
(73,944) |
Totals |
|
$ |
9,460,177 |
|
$ |
(564,443) |
|
$ |
10,058,108 |
|
$ |
(595,147) |
Our variable rate debt, including our primary unsecured credit facility, is reflected at fair value. At December 31, 2017, we had $2,294,678,000 outstanding related to our variable rate debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would result in increased annual interest expense of $22,947,000. At December 31, 2016, we had $2,311,996,000 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 $23,120,000.
We are subject to currency fluctuations that may, from time to time, affect our financial condition and results of operations. Increases or decreases in the value of the Canadian Dollar or British Pounds Sterling relative to the U.S. Dollar impact the amount of net income we earn from our investments in Canada and the United Kingdom. Based solely on our results for the year ended December 31, 2017, 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 $12,000,000. We will continue to mitigate these underlying foreign currency exposures with non-U.S. denominated borrowings and gains and losses on derivative contracts. If we increase our international presence through investments in, or acquisitions or development of, seniors housing and health care properties outside the U.S., we may also decide to transact additional business or borrow funds in currencies other than U.S. Dollars, Canadian Dollars or British Pounds Sterling. To illustrate the impact of changes in foreign currency markets, we performed a sensitivity analysis on our derivative portfolio whereby we modeled the change in net present values arising from a hypothetical 1% increase in foreign currency exchange rates to determine the instruments’ change in fair value. The following table summarizes the results of the analysis performed, excluding cross currency hedge activity (dollars in thousands):
|
|
December 31, 2017 |
|
December 31, 2016 |
||||||||
|
|
Carrying value |
|
Fair value change |
|
Carrying value |
|
Fair value change |
||||
Foreign currency exchange contracts |
|
$ |
23,238 |
|
$ |
12,929 |
|
$ |
87,962 |
|
$ |
722 |
Debt designated as hedges |
|
|
1,620,273 |
|
|
16,203 |
|
|
1,481,591 |
|
|
13,000 |
Totals |
|
$ |
1,643,511 |
|
$ |
29,132 |
|
$ |
1,569,553 |
|
$ |
13,722 |
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Welltower Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Welltower Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, 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 28, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1970.
Toledo , Ohio
February 28, 2018
52
CONSOLIDATED BALANCE SHEETS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
December 31, |
||
|
|
|
|
|
|
2017 |
|
2016 |
||
Assets |
|
|
||||||||
Real estate investments: |
|
|
|
|
|
|
||||
|
Real property owned: |
|
|
|
|
|
|
|||
|
|
Land and land improvements |
|
$ |
2,734,467 |
|
$ |
2,591,071 |
||
|
|
Buildings and improvements |
|
|
25,373,117 |
|
|
24,496,153 |
||
|
|
Acquired lease intangibles |
|
|
1,502,471 |
|
|
1,402,884 |
||
|
|
Real property held for sale, net of accumulated depreciation |
|
|
734,147 |
|
|
1,044,859 |
||
|
|
Construction in progress |
|
|
237,746 |
|
|
506,091 |
||
|
|
|
Gross real property owned |
|
|
30,581,948 |
|
|
30,041,058 |
|
|
|
Less accumulated depreciation and amortization |
|
|
(4,838,370) |
|
|
(4,093,494) |
||
|
|
|
Net real property owned |
|
|
25,743,578 |
|
|
25,947,564 |
|
|
|
Real estate loans receivable |
|
|
495,871 |
|
|
622,628 |
||
|
|
Less allowance for losses on loans receivable |
|
|
(68,372) |
|
|
(6,563) |
||
|
|
|
Net real estate loans receivable |
|
|
427,499 |
|
|
616,065 |
|
|
Net real estate investments |
|
|
26,171,077 |
|
|
26,563,629 |
|||
Other assets: |
|
|
|
|
|
|
||||
|
|
Investments in unconsolidated entities |
|
|
445,585 |
|
|
457,138 |
||
|
|
Goodwill |
|
|
68,321 |
|
|
68,321 |
||
|
|
Cash and cash equivalents |
|
|
243,777 |
|
|
419,378 |
||
|
|
Restricted cash |
|
|
65,526 |
|
|
187,842 |
||
|
|
Straight-line receivable |
|
|
389,168 |
|
|
342,578 |
||
|
|
Receivables and other assets |
|
|
560,991 |
|
|
826,298 |
||
|
|
|
Total other assets |
|
|
1,773,368 |
|
|
2,301,555 |
|
Total assets |
|
$ |
27,944,445 |
|
$ |
28,865,184 |
||||
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity |
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
||||
|
|
Borrowings under primary unsecured credit facility |
|
$ |
719,000 |
|
$ |
645,000 |
||
|
|
Senior unsecured notes |
|
|
8,331,722 |
|
|
8,161,619 |
||
|
|
Secured debt |
|
|
2,608,976 |
|
|
3,477,699 |
||
|
|
Capital lease obligations |
|
|
72,238 |
|
|
73,927 |
||
|
|
Accrued expenses and other liabilities |
|
|
911,863 |
|
|
827,034 |
||
Total liabilities |
|
|
12,643,799 |
|
|
13,185,279 |
||||
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
|
375,194 |
|
|
398,433 |
||||
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
||||
|
|
Preferred stock |
|
|
718,503 |
|
|
1,006,250 |
||
|
|
Common stock |
|
|
372,449 |
|
|
363,071 |
||
|
|
Capital in excess of par value |
|
|
17,662,681 |
|
|
16,999,691 |
||
|
|
Treasury stock |
|
|
(64,559) |
|
|
(54,741) |
||
|
|
Cumulative net income |
|
|
5,316,580 |
|
|
4,803,575 |
||
|
|
Cumulative dividends |
|
|
(9,471,712) |
|
|
(8,144,981) |
||
|
|
Accumulated other comprehensive income (loss) |
|
|
(111,465) |
|
|
(169,531) |
||
|
|
Other equity |
|
|
670 |
|
|
3,059 |
||
|
|
|
Total Welltower Inc. stockholders’ equity |
|
|
14,423,147 |
|
|
14,806,393 |
|
|
|
Noncontrolling interests |
|
|
502,305 |
|
|
475,079 |
||
Total equity |
|
|
14,925,452 |
|
|
15,281,472 |
||||
Total liabilities and equity |
|
$ |
27,944,445 |
|
$ |
28,865,184 |
See accompanying notes
53
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
WELLTOWER INC. AND SUBSIDIARIES
(In thousands, except per share data)
|
|
|
Year Ended December 31, |
||||||||
|
|
|
|
2017 |
|
2016 |
|
2015 |
|||
Revenues: |
|
|
|
|
|
|
|
|
|
||
|
Rental income |
|
$ |
1,445,871 |
|
$ |
1,648,815 |
|
$ |
1,598,948 |
|
|
Resident fees and services |
|
|
2,779,423 |
|
|
2,504,731 |
|
|
2,158,031 |
|
|
Interest income |
|
|
73,811 |
|
|
97,963 |
|
|
84,141 |
|
|
Other income |
|
|
17,536 |
|
|
29,651 |
|
|
18,706 |
|
|
|
Total revenues |
|
|
4,316,641 |
|
|
4,281,160 |
|
|
3,859,826 |
Expenses: |
|
|
|
|
|
|
|
|
|
||
|
Interest expense |
|
|
484,622 |
|
|
521,345 |
|
|
492,169 |
|
|
Property operating expenses |
|
|
2,083,925 |
|
|
1,876,983 |
|
|
1,622,257 |
|
|
Depreciation and amortization |
|
|
921,720 |
|
|
901,242 |
|
|
826,240 |
|
|
General and administrative |
|
|
122,008 |
|
|
155,241 |
|
|
147,416 |
|
|
Transaction costs |
|
|
- |
|
|
42,910 |
|
|
110,926 |
|
|
Loss (gain) on derivatives, net |
|
|
2,284 |
|
|
(2,448) |
|
|
(58,427) |
|
|
Loss (gain) on extinguishment of debt, net |
|
|
37,241 |
|
|
17,214 |
|
|
34,677 |
|
|
Provision for loan losses |
|
|
62,966 |
|
|
10,215 |
|
|
- |
|
|
Impairment of assets |
|
|
124,483 |
|
|
37,207 |
|
|
2,220 |
|
|
Other expenses |
|
|
177,776 |
|
|
11,998 |
|
|
46,231 |
|
|
|
Total expenses |
|
|
4,017,025 |
|
|
3,571,907 |
|
|
3,223,709 |
Income from continuing operations before income taxes |
|
|
|
|
|
|
|
|
|
||
|
and income from unconsolidated entities |
|
|
299,616 |
|
|
709,253 |
|
|
636,117 |
|
Income tax (expense) benefit |
|
|
(20,128) |
|
|
19,128 |
|
|
(6,451) |
||
Income (loss) from unconsolidated entities |
|
|
(83,125) |
|
|
(10,357) |
|
|
(21,504) |
||
Income from continuing operations |
|
|
196,363 |
|
|
718,024 |
|
|
608,162 |
||
Gain (loss) on real estate dispositions, net |
|
|
344,250 |
|
|
364,046 |
|
|
280,387 |
||
Net income |
|
|
540,613 |
|
|
1,082,070 |
|
|
888,549 |
||
Less: Preferred stock dividends |
|
|
49,410 |
|
|
65,406 |
|
|
65,406 |
||
Less: Preferred stock redemption charge |
|
|
9,769 |
|
|
- |
|
|
- |
||
Less: Net income (loss) attributable to noncontrolling interests (1) |
|
|
17,839 |
|
|
4,267 |
|
|
4,799 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
$ |
463,595 |
|
$ |
1,012,397 |
|
$ |
818,344 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
||
|
Basic |
|
|
367,237 |
|
|
358,275 |
|
|
348,240 |
|
|
Diluted |
|
|
369,001 |
|
|
360,227 |
|
|
349,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
||
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.53 |
|
$ |
2.00 |
|
$ |
1.75 |
|
|
Net income attributable to common stockholders |
|
$ |
1.26 |
|
$ |
2.83 |
|
$ |
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
0.53 |
|
$ |
1.99 |
|
$ |
1.74 |
|
|
Net income attributable to common stockholders |
|
$ |
1.26 |
|
$ |
2.81 |
|
$ |
2.34 |
|
|
|
|
|
|
|
|
|
|
|
(1) Includes amounts attributable to redeemable noncontrolling interests
See accompanying notes
54
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)
WELLTOWER INC. AND SUBSIDIARIES
(In thousands)
|
|
|
Year Ended December 31, |
||||||||
|
|
|
|
2017 |
|
2016 |
|
2015 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
540,613 |
|
$ |
1,082,070 |
|
$ |
888,549 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
||
|
Unrecognized gain (loss) on equity investments |
|
|
- |
|
|
5,120 |
|
|
- |
|
|
Reclassification adjustment for write down of equity investment |
|
|
(5,120) |
|
|
- |
|
|
- |
|
|
Unrecognized gain (loss) on cash flow hedges |
|
|
2 |
|
|
1,414 |
|
|
(766) |
|
|
Unrecognized actuarial gain (loss) |
|
|
269 |
|
|
190 |
|
|
246 |
|
|
Foreign currency translation gain (loss) |
|
|
85,263 |
|
|
(85,557) |
|
|
(46,679) |
|
Total other comprehensive income (loss) |
|
|
80,414 |
|
|
(78,833) |
|
|
(47,199) |
||
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
621,027 |
|
|
1,003,237 |
|
|
841,350 |
||
Less: Total comprehensive income (loss) attributable to noncontrolling interests (1) |
|
|
40,187 |
|
|
6,722 |
|
|
(31,166) |
||
Total comprehensive income attributable to stockholders |
|
$ |
580,840 |
|
$ |
996,515 |
|
$ |
872,516 |
||
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes amounts attributable to redeemable noncontrolling interests. |
|
|
|
See accompanying notes
55
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 (Loss) |
Equity |
Interests |
Total |
||||||||||
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 (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
from dividend reinvestment and stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plans, net of forfeitures |
|
|
|
126 |
|
25,053 |
|
(9,131) |
|
|
|
|
|
|
|
(2,107) |
|
|
|
13,941 |
|
Net proceeds from issuance 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 dividends |
|
|
|
|
|
|
|
|
|
|
|
(1,144,727) |
|
|
|
|
|
|
|
(1,144,727) |
|
|
Preferred stock 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 (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 issuance of common stock |
|
|
|
7,421 |
|
525,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
533,352 |
||
Option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266 |
|
|
|
266 |
||
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
|
(1,233,519) |
|
|
|
|
|
|
|
(1,233,519) |
|
|
Preferred stock 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 |
||
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Net income |
|
|
|
|
|
|
|
|
|
522,774 |
|
|
|
|
|
|
|
20,819 |
|
543,593 |
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
58,066 |
|
|
|
22,348 |
|
80,414 |
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
624,007 |
||
Net change in noncontrolling interests |
|
|
|
|
|
13,473 |
|
|
|
|
|
|
|
|
|
|
|
(15,941) |
|
(2,468) |
||
Amounts related to issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
from dividend reinvestment and stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive plans, net of forfeitures |
|
|
|
402 |
|
21,494 |
|
(9,807) |
|
|
|
|
|
|
|
(2,399) |
|
|
|
9,690 |
|
Net proceeds from issuance of common stock |
|
|
|
8,881 |
|
612,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
621,436 |
||
Redemption of equity membership units |
|
|
|
91 |
|
5,465 |
|
(11) |
|
|
|
|
|
|
|
|
|
|
|
5,545 |
||
Redemption of preferred stock |
|
(287,500) |
|
|
|
9,760 |
|
|
|
(9,769) |
|
|
|
|
|
|
|
|
|
(287,509) |
||
Conversion of preferred stock |
|
(247) |
|
4 |
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
||
Option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
10 |
||
Cash dividends paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
|
(1,277,321) |
|
|
|
|
|
|
|
(1,277,321) |
|
|
Preferred stock dividends |
|
|
|
|
|
|
|
|
|
|
|
(49,410) |
|
|
|
|
|
|
|
(49,410) |
|
Balances at December 31, 2017 |
$ |
718,503 |
$ |
372,449 |
$ |
17,662,681 |
$ |
(64,559) |
$ |
5,316,580 |
$ |
(9,471,712) |
$ |
(111,465) |
$ |
670 |
$ |
502,305 |
$ |
14,925,452 |
See accompanying notes
56
CONSOLIDATED STATEMENTS OF CASH FLOWS
WELLTOWER INC. AND SUBSIDIARIES
(in thousands)
|
|
|
|
Year Ended December 31, |
||||||||
|
|
2017 |
|
2016 |
|
2015 |
||||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net income |
|
$ |
540,613 |
|
$ |
1,082,070 |
|
$ |
888,549 |
|||
Adjustments to reconcile net income to |
|
|
|
|
|
|
|
|
|
|||
|
net cash provided from (used in) operating activities: |
|
|
|
|
|
|
|
|
|
||
|
|
Depreciation and amortization |
|
|
921,720 |
|
|
901,242 |
|
|
826,240 |
|
|
|
Other amortization expenses |
|
|
16,521 |
|
|
8,822 |
|
|
4,991 |
|
|
|
Provision for loan losses |
|
|
62,966 |
|
|
10,215 |
|
|
- |
|
|
|
Impairment of assets |
|
|
124,483 |
|
|
37,207 |
|
|
2,220 |
|
|
|
Stock-based compensation expense |
|
|
19,102 |
|
|
28,869 |
|
|
30,844 |
|
|
|
Loss (gain) on derivatives, net |
|
|
2,284 |
|
|
(2,448) |
|
|
(58,427) |
|
|
|
Loss (gain) on extinguishment of debt, net |
|
|
37,241 |
|
|
17,214 |
|
|
34,677 |
|
|
|
Loss (income) from unconsolidated entities |
|
|
83,125 |
|
|
10,357 |
|
|
21,504 |
|
|
|
Rental income in excess of cash received |
|
|
(80,398) |
|
|
(83,233) |
|
|
(115,756) |
|
|
|
Amortization related to above (below) market leases, net |
|
|
357 |
|
|
322 |
|
|
4,018 |
|
|
|
Loss (gain) on sales of properties, net |
|
|
(344,250) |
|
|
(364,046) |
|
|
(280,387) |
|
|
|
Other (income) expense, net |
|
|
2 |
|
|
(4,853) |
|
|
31,979 |
|
|
|
Distributions by unconsolidated entities |
|
|
116 |
|
|
1,065 |
|
|
637 |
|
|
|
Increase (decrease) in accrued expenses and other liabilities |
|
|
26,809 |
|
|
14,298 |
|
|
(8,968) |
|
|
|
Decrease (increase) in receivables and other assets |
|
|
23,486 |
|
|
(18,037) |
|
|
478 |
|
Net cash provided from (used in) operating activities |
|
|
1,434,177 |
|
|
1,639,064 |
|
|
1,382,599 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|||
|
Cash disbursed for acquisitions |
|
|
(805,264) |
|
|
(2,145,374) |
|
|
(3,353,087) |
||
|
Cash disbursed for capital improvements to existing properties |
|
|
(250,276) |
|
|
(219,146) |
|
|
(187,752) |
||
|
Cash disbursed for construction in progress |
|
|
(232,715) |
|
|
(403,131) |
|
|
(244,561) |
||
|
Capitalized interest |
|
|
(13,489) |
|
|
(16,943) |
|
|
(8,670) |
||
|
Investment in real estate loans receivable |
|
|
(83,738) |
|
|
(129,884) |
|
|
(598,722) |
||
|
Other investments, net of payments |
|
|
57,385 |
|
|
4,760 |
|
|
(141,994) |
||
|
Principal collected on real estate loans receivable |
|
|
96,023 |
|
|
249,552 |
|
|
131,830 |
||
|
Contributions to unconsolidated entities |
|
|
(114,365) |
|
|
(101,415) |
|
|
(160,323) |
||
|
Distributions by unconsolidated entities |
|
|
70,287 |
|
|
119,723 |
|
|
130,880 |
||
|
Proceeds from (payments on) derivatives |
|
|
52,719 |
|
|
108,347 |
|
|
106,360 |
||
|
Proceeds from sales of real property |
|
|
1,378,014 |
|
|
2,350,068 |
|
|
823,964 |
||
Net cash provided from (used in) investing activities |
|
|
154,581 |
|
|
(183,443) |
|
|
(3,502,075) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|||
|
Net increase (decrease) under unsecured credit facilities |
|
|
74,000 |
|
|
(190,000) |
|
|
835,000 |
||
|
Proceeds from issuance of senior unsecured notes |
|
|
7,500 |
|
|
693,560 |
|
|
1,451,434 |
||
|
Payments to extinguish senior unsecured notes |
|
|
(5,000) |
|
|
(865,863) |
|
|
(558,830) |
||
|
Net proceeds from the issuance of secured debt |
|
|
241,772 |
|
|
460,015 |
|
|
228,685 |
||
|
Payments on secured debt |
|
|
(1,144,346) |
|
|
(563,759) |
|
|
(573,390) |
||
|
Net proceeds from the issuance of common stock |
|
|
621,987 |
|
|
534,194 |
|
|
1,755,722 |
||
|
Redemption of preferred stock |
|
|
(287,500) |
|
|
- |
|
|
- |
||
|
Decrease (increase) in deferred loan expenses |
|
|
(54,333) |
|
|
(22,196) |
|
|
(11,513) |
||
|
Contributions by noncontrolling interests (1) |
|
|
56,560 |
|
|
148,666 |
|
|
173,018 |
||
|
Distributions to noncontrolling interests (1) |
|
|
(87,711) |
|
|
(134,578) |
|
|
(50,877) |
||
|
Acquisitions of noncontrolling interests |
|
|
- |
|
|
- |
|
|
(5,663) |
||
|
Cash distributions to stockholders |
|
|
(1,325,617) |
|
|
(1,298,925) |
|
|
(1,210,133) |
||
|
Other financing activities |
|
|
(10,839) |
|
|
(11,931) |
|
|
(36,135) |
||
Net cash provided from (used in) financing activities |
|
|
(1,913,527) |
|
|
(1,250,817) |
|
|
1,997,318 |
|||
Effect of foreign currency translation on cash and cash equivalents |
|
|
26,852 |
|
|
(20,274) |
|
|
(8,575) |
|||
Increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(297,917) |
|
|
184,530 |
|
|
(130,733) |
|||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
607,220 |
|
|
422,690 |
|
|
553,423 |
|||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
309,303 |
|
$ |
607,220 |
|
$ |
422,690 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|||
|
Interest paid |
|
$ |
488,265 |
|
$ |
541,545 |
|
$ |
492,771 |
||
|
Income taxes paid |
|
|
10,410 |
|
|
8,011 |
|
|
12,214 |
(1) Includes amounts attributable to redeemable noncontrolling interests.
See accompanying notes.
57
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 (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties.
2. Accounting Policies and Related Matters
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The consolidated financial statements include the accounts of our wholly-owned subsidiaries and joint venture (“JV”) entities that we control, through voting rights or other means. All material intercompany transactions and balances have been eliminated in consolidation. At inception of JV transactions, we identify entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and determine which business enterprise is the primary beneficiary of its operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We consolidate investments in VIEs when we are determined to be the primary beneficiary. Accounting Standards Codification Topic 810, Consolidations (“ASC 810”), requires enterprises to perform a qualitative approach to determining whether or not a VIE will need to be consolidated. This evaluation is based on an enterprise’s ability to direct and influence the activities of a VIE that most significantly impact that entity’s economic performance. For investments in JVs, U.S. GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess the limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We similarly evaluate the rights of managing members of limited liability companies.
Revenue 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 under Internal Revenue Code (“IRC”) section 1031 . At December 31, 2017, $5,843,000 of sales proceeds is on deposit in a IRC section 1031 exchange escrow account with a qualified intermediary.
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
58
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. 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, 2017, the current redemption value of redeemable noncontrolling interests exceeded the carrying value of $375,194,000 by $29,587,000.
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.
On January 1, 2017, we adopted Accounting Standards Update (“ASU”) 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the Financial Accounting Standards Board’s (“FASB”) definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired asset is not a business. If this initial test is not met, an acquired asset cannot be considered a business unless it includes an input and a substantive process that together significantly contribute to the ability to create output. The primary differences between business combinations and asset acquisitions include recording the asset acquisition at relative fair value, capitalizing transaction costs, and the elimination of the measurement period in which to record adjustments to the transaction. We believe that substantially all our real estate acquisitions are considered asset acquisitions. We are applying ASU 2017-01 prospectively for acquisitions after January 1, 2017. 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.
Regardless of whether an acquisition is considered an asset acquisition or a business combination, 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 relative 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 consolidated 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 leases. The value allocable to the above or below market component of the acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in acquired lease intangibles and below market leases are included in other liabilities in the balance sheet and are amortized to rental income over the remaining terms of the respective leases or lease-up period.
The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship values for in-place tenants based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of our
59
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 assets over the remaining depreciation period indicate that the assets will not be recoverable, the carrying value is reduced to the estimated fair market value. In addition, we are exposed to the risks inherent in concentrating investments in real estate, and in particular, the seniors housing and health care industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. Additionally, properties that meet the held-for-sale criteria are recorded at the lessor of fair value less costs to sell or the carrying value.
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 Company-wide cost of financing. Our interest expense reflected in the consolidated statements of comprehensive income has been reduced by the amounts capitalized.
Gain on Real Estate Dispositions
We recognize sales of real estate 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 real estate 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 income 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 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
60
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 IRC, commencing with our first taxable year, and made no provision for U.S. federal income tax purposes prior to our acquisition of our taxable REIT subsidiaries (“TRSs”). As a result of these as well as subsequent acquisitions, we now record income tax expense or benefit with respect to certain of our entities that are taxed as TRSs under provisions similar to those applicable to regular corporations and not under the REIT provisions. We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur. See Note 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, 2017, we adopted the following additional accounting standards, each of which did not have a material impact on our consolidated financial statements:
· We adopted ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” on January 1, 2017, which allows companies to make a policy election as to whether they will include an estimate of awards expected to be forfeited or whether they will account for forfeitures as they occur. We elected to account for forfeitures as they occur. This election had an immaterial impact on our consolidated financial statements. The standard also requires an employer to classify as a financing activity in the consolidated statement of cash flow the cash paid to a tax authority when shares are withheld to satisfy the employer’s statutory income tax withholding obligation. This aspect of the standard is required to be applied on a retrospective basis and resulted in an increase in net cash provided by operating activities and a decrease in net cash used in financing activities of $10,369,000 and $9,131,000 for the years ended December 31, 2016 and 2015, respectively. Upon adoption, no other provisions of ASU 2016-09 had an effect on our consolidated financial statements or related footnote disclosures.
· During the three months ended December 31, 2017, we adopted ASU No. 2016-18, “Restricted Cash,” and ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-18 requires an entity to reconcile and explain the period over period change in total cash, cash equivalents and restricted cash within its consolidated statement of cash flows and ASU 2016-15 provides guidance clarifying how certain cash receipts and cash payments should be classified. We adopted these accounting standards retrospectively and, accordingly, certain line items in the consolidated statement of cash flows have been reclassified to conform to the current presentation. The following table summarizes the change in cash flows as reported and as previously reported prior to the adoption of these standards (in thousands):
61
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||||
|
|
|
December 31, 2016 |
|
December 31, 2015 |
|
|||||||
|
|
|
|
|
|
As Previously |
|
|
|
|
|
As Previously |
|
|
|
As Reported |
|
|
Reported |
|
As Reported |
|
|
Reported |
|
||
Cash disbursed for acquisitions |
|
$ |
(2,145,374) |
|
$ |
(2,145,590) |
|
$ |
(3,353,087) |
|
$ |
(3,364,891) |
|
Decrease (increase) in restricted cash |
|
|
- |
|
|
(125,844) |
|
|
- |
|
|
29,719 |
|
Net cash provided from (used in) investing activities |
|
|
(183,443) |
|
|
(309,503) |
|
|
(3,502,075) |
|
|
(3,484,160) |
|
Increase (decrease) in balance (1) |
|
|
184,530 |
|
|
58,470 |
|
|
(130,733) |
|
|
(112,818) |
|
Balance at beginning of period (1) |
|
|
422,690 |
|
|
360,908 |
|
|
553,423 |
|
|
473,726 |
|
Balance at end of period (1) |
|
|
607,220 |
|
|
419,378 |
|
|
422,690 |
|
|
360,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts in As Reported column include cash and cash equivalents and restricted cash as required. Amounts in the As Previously Reported column reflect only cash and cash equivalents. |
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following ASUs have been issued but not yet adopted:
· In 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (ASC 606),” which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer 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. ASC 606 is effective for us beginning January 1, 2018 and we will use the modified retrospective method of adoption.
We have evaluated our various revenue streams to identify whether they would be subject to the provisions of ASC 606 and any differences in timing, measurement, or presentation of revenue recognition. A significant source of our revenue is generated through leasing arrangements, which are specifically excluded from ASU 2014-09. Management contracts are present in our seniors housing operating and outpatient medical segments and represent agreements to provide asset and property management, leasing, marketing and other services. We do not believe that the pattern and timing of recognition of income for these contracts will change under the provisions of ASC 606. In addition, revenue recognition for real estate sales is mainly based on the transfer of control and when it is probable that we will collect substantially all of the related consideration. 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 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 financial instrument 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. This standard will require us to recognize gains and losses from changes in the fair value of our available-for-sale equity securities through the consolidated statement of comprehensive income rather than through accumulated other comprehensive income beginning in 2018.
· In 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on their consolidated balance sheet related to the rights and obligations created by most leases, while continuing to recognize expenses on their consolidated statements of comprehensive income 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. The FASB issued an Exposure Draft in January 2018 proposing to amend ASU 2016-02, which would provide lessors with a practical expedient, by class of underlying assets, to not separate non-lease components from the related lease components and, instead, to account for those components as a single lease component, if certain criteria are met. ASU 2016-02 and the Exposure Draft are effective for us beginning January 1, 2019, with early adoption 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 consolidated financial statements. We are currently evaluating the impact of this guidance on our consolidated financial statements from both the lessee and lessor perspective. We believe that adoption will likely have a material impact to our consolidated financial statements for the recognition of certain operating leases as right-of-use assets and lease liabilities and related amortizations. We expect to utilize the practical expedients proposed in the Exposure Draft as part of our adoption of this guidance.
· In 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.
62
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
· In 2017, the FASB issued ASU No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The standard clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The standard also defines the term in substance nonfinancial asset and clarifies that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control over it. ASU 2017-05 is effective for annual periods beginning after December 15, 2017 and interim periods therein. Entities may use either a full or modified adoption approach. We are assessing the impact of the standard but do not expect it to have a material impact on our consolidated financial statements or disclosures.
3. Real Property Acquisitions and Development
The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets, liabilities and noncontrolling interests based upon their relative fair values in accordance with our accounting policies. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with property acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees, and other acquisition-related costs. Effective January 1, 2017, with our adoption of ASU 2017-01, transaction costs incurred for asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in “Other Expenses” on our consolidated statement of comprehensive income. Acquisitions that occurred prior to January 1, 2017, were accounted for as business combinations. Certain of our subsidiaries’ functional currencies are the local currencies of their respective countries. See Notes 2 and 11 for information regarding our foreign currency policies. During the year ended December 31, 2017, 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):
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):
63
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
|
2017 |
|
|
2016 |
|
2015 |
Land and land improvements |
|
$ |
42,525 |
|
$ |
164,653 |
$ |
218,581 |
|
Buildings and improvements |
|
|
428,777 |
|
|
1,518,472 |
|
2,367,486 |
|
Acquired lease intangibles |
|
|
63,912 |
|
|
115,643 |
|
187,512 |
|
Receivables and other assets |
|
|
3,959 |
|
|
2,462 |
|
29,501 |
|
|
Total assets acquired (1) |
|
|
539,173 |
|
|
1,801,230 |
|
2,803,080 |
Secured debt |
|
|
- |
|
|
(63,732) |
|
(871,471) |
|
Senior unsecured notes |
|
|
- |
|
|
- |
|
(24,621) |
|
Accrued expenses and other liabilities |
|
|
(46,301) |
|
|
(23,681) |
|
(81,778) |
|
|
Total liabilities assumed |
|
|
(46,301) |
|
|
(87,413) |
|
(977,870) |
Noncontrolling interests |
|
|
(4,701) |
|
|
(6,007) |
|
(183,854) |
|
Non-cash acquisition related activity |
|
|
(67,633) (2) |
|
|
(47,065) (3) |
|
- |
|
Cash disbursed for acquisitions |
|
|
420,538 |
|
|
1,660,745 |
|
1,641,356 |
|
Construction in progress additions |
|
|
84,874 |
|
|
157,845 |
|
44,173 |
|
Less: Capitalized interest |
|
|
(9,106) |
|
|
(5,793) |
|
(1,740) |
|
Less: Foreign currency translation |
|
|
(6,830) |
|
|
(8,500) |
|
(2,499) |
|
Cash disbursed for construction in progress |
|
|
68,938 |
|
|
143,552 |
|
39,934 |
|
Capital improvements to existing properties |
|
|
185,473 |
|
|
138,673 |
|
104,308 |
|
|
Total cash invested in real property, net of cash acquired |
|
$ |
674,949 |
|
$ |
1,942,970 |
$ |
1,785,598 |
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes $6,273,000, $351,000 and $42,728,000 of cash and restricted cash acquired during the years ended December 31, 2017, 2016 and 2015, respectively. |
||||||||
|
(2) Includes $59,665,000 related to the acquisition of assets previously financed as investments in unconsolidated entities, and $6,349,000 related to the acquisition of assets previously financed as real estate loans receivable. |
||||||||
|
(3) Includes $43,372,000 related to the acquisition of assets previously financed as investments in unconsolidated entities. |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our outpatient medical real property investment activity for the periods presented (in thousands):
|
|
|
Year Ended December 31, |
|||||||
|
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
Land and land improvements |
|
$ |
40,565 |
|
$ |
5,738 |
|
$ |
223,708 |
|
Buildings and improvements |
|
|
159,643 |
|
|
46,056 |
|
|
614,770 |
|
Acquired lease intangibles |
|
|
24,014 |
|
|
4,592 |
|
|
45,226 |
|
Receivables and other assets |
|
|
10 |
|
|
- |
|
|
939 |
|
|
Total assets acquired |
|
|
224,232 |
|
|
56,386 |
|
|
884,643 |
Secured debt |
|
|
(25,708) |
|
|
- |
|
|
(120,977) |
|
Accrued expenses and other liabilities |
|
|
(3,181) |
|
|
(1,670) |
|
|
(7,777) |
|
|
Total liabilities assumed |
|
|
(28,889) |
|
|
(1,670) |
|
|
(128,754) |
Noncontrolling interests |
|
|
(9,080) |
|
|
- |
|
|
(76,535) |
|
Non-cash acquisition related activity |
|
|
- |
|
|
(15,013) (2) |
|
|
(27,025) (3) |
|
Cash disbursed for acquisitions (1) |
|
|
186,263 |
|
|
39,703 |
|
|
652,329 |
|
Construction in progress additions |
|
|
37,094 |
|
|
113,933 |
|
|
70,560 |
|
Less: Capitalized interest |
|
|
(2,406) |
|
|
(3,723) |
|
|
(1,286) |
|
Accruals (4) |
|
|
13,615 |
|
|
(19,321) |
|
|
(1,921) |
|
Cash disbursed for construction in progress |
|
|
48,303 |
|
|
90,889 |
|
|
67,353 |
|
Capital improvements to existing properties |
|
|
44,814 |
|
|
47,870 |
|
|
38,151 |
|
|
Total cash invested in real property, net of cash acquired |
|
$ |
279,380 |
|
$ |
178,462 |
|
$ |
757,833 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes $5,522,000 of cash acquired during the year ended December 31, 2015. |
|||||||||
|
(2) The non-cash activity relates to the acquisition of assets previously financed as real estate loans. Please refer to Note 6 for additional information. |
|||||||||
|
(3) 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. |
|||||||||
|
(4) Represents non-cash consideration accruals for amounts to be paid in future periods for properties that converted, off-set by amounts paid in the current period. |
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
|
|
|
|
Year Ended |
|||||||
|
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
|||
|
Development projects: |
|
|
|
|
|
|
|
|
|
|
|
|
Triple-net |
|
$ |
283,472 |
|
$ |
46,094 |
|
$ |
104,844 |
|
|
Seniors housing operating |
|
|
3,634 |
|
|
18,979 |
|
|
19,869 |
|
|
Outpatient medical |
|
|
63,036 |
|
|
108,001 |
|
|
16,592 |
|
|
Total development projects |
|
|
350,142 |
|
|
173,074 |
|
|
141,305 |
|
Expansion projects |
|
|
10,336 |
|
|
11,363 |
|
|
38,808 |
|
Total construction in progress conversions |
|
$ |
360,478 |
|
$ |
184,437 |
|
$ |
180,113 |
At December 31, 2017, 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):
2018 |
|
$ |
1,098,987 |
2019 |
|
|
1,056,731 |
2020 |
|
|
1,034,583 |
2021 |
|
|
980,716 |
2022 |
|
|
944,028 |
Thereafter |
|
|
7,771,145 |
Totals |
|
$ |
12,886,190 |
65
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2017 |
|
December 31, 2016 |
||
Assets: |
|
|
|
|
|
|
|
|
In place lease intangibles |
|
$ |
1,352,139 |
|
$ |
1,252,143 |
|
Above market tenant leases |
|
|
58,443 |
|
|
61,700 |
|
Below market ground leases |
|
|
58,784 |
|
|
61,628 |
|
Lease commissions |
|
|
33,105 |
|
|
27,413 |
|
Gross historical cost |
|
|
1,502,471 |
|
|
1,402,884 |
|
Accumulated amortization |
|
|
(1,125,437) |
|
|
(966,714) |
|
Net book value |
|
$ |
377,034 |
|
$ |
436,170 |
|
|
|
|
|
|
|
|
|
Weighted-average amortization period in years |
|
|
15.1 |
|
|
13.7 |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Below market tenant leases |
|
$ |
60,430 |
|
$ |
89,468 |
|
Above market ground leases |
|
|
8,540 |
|
|
8,107 |
|
Gross historical cost |
|
|
68,970 |
|
|
97,575 |
|
Accumulated amortization |
|
|
(39,629) |
|
|
(52,134) |
|
Net book value |
|
$ |
29,341 |
|
$ |
45,441 |
|
|
|
|
|
|
|
|
|
Weighted-average amortization period in years |
|
|
20.1 |
|
|
15.2 |
|
|
|
|
|
|
|
|
The following is a summary of real estate intangible amortization for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|||
Rental income related to above/below market tenant leases, net |
|
$ |
875 |
|
$ |
919 |
|
$ |
(2,746) |
Property operating expenses related to above/below market ground leases, net |
|
|
(1,231) |
|
|
(1,241) |
|
|
(1,272) |
Depreciation and amortization related to in place lease intangibles and lease commissions |
|
|
(145,132) |
|
|
(132,141) |
|
|
(115,855) |
|
|
|
|
|
|
|
|
|
|
The future estimated aggregate amortization of intangible assets and liabilities is as follows for the periods presented (in thousands):
|
|
|
Assets |
|
|
Liabilities |
2018 |
|
$ |
111,339 |
|
$ |
3,765 |
2019 |
|
|
55,336 |
|
|
3,306 |
2020 |
|
|
34,402 |
|
|
2,809 |
2021 |
|
|
20,419 |
|
|
2,321 |
2022 |
|
|
17,213 |
|
|
1,856 |
Thereafter |
|
|
138,325 |
|
|
15,284 |
Totals |
|
$ |
377,034 |
|
$ |
29,341 |
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, relationship, or geography). At December 31, 2017, 50 triple-net, three seniors housing operating and 20 outpatient medical properties with an aggregate net real estate balance of $734,147,000 were classified as held for sale. Secured debt related to the held for sale properties totaled $66,872,000. 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):
66
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
|||
Real property dispositions: |
|
|
|
|
|
|
|
|
|
|
|
Triple-net |
|
$ |
916,689 |
|
$ |
1,773,614 |
|
$ |
356,300 |
|
Seniors housing operating |
|
|
74,832 |
|
|
- |
|
|
- |
|
Outpatient medical (1) |
|
|
19,697 |
|
|
78,786 |
|
|
181,553 |
|
Land parcels |
|
|
- |
|
|
- |
|
|
5,724 |
|
Total dispositions |
|
|
1,011,218 |
|
|
1,852,400 |
|
|
543,577 |
Gain (loss) on sales of real property, net |
|
|
344,250 |
|
|
364,046 |
|
|
280,387 |
|
Net other assets (liabilities) disposed |
|
|
22,546 |
|
|
133,622 |
|
|
- |
|
Proceeds from real property sales |
|
$ |
1,378,014 |
|
$ |
2,350,068 |
|
$ |
823,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Dispositions occurring in the year ended December 31, 2015 primarily relate to the disposition of an unconsolidated equity investment with Forest City Enterprises. |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2016, we completed two portfolio dispositions of properties leased to Genesis HealthCare (“Genesis”) for which we received loans in the amount of $74,445,000 for termination fees relating to the properties sold under the master lease. The related termination fee income has been deferred and will be recognized as the principal balance of the loans are repaid. At December 31, 2017, $61,994,000 of principal is outstanding on the loans.
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, |
|
|||||||
|
|
|
2017 |
|
2016 |
|
2015 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
120,681 |
|
$ |
401,742 |
|
$ |
435,404 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,570 |
|
|
47,083 |
|
|
68,978 |
|
|
Property operating expenses |
|
|
12,402 |
|
|
20,847 |
|
|
22,313 |
|
|
Provision for depreciation |
|
|
31,736 |
|
|
98,949 |
|
|
114,869 |
|
|
Total expenses |
|
|
50,708 |
|
|
166,879 |
|
|
206,160 |
|
Income (loss) from real estate dispositions, net |
|
$ |
69,973 |
|
$ |
234,863 |
|
$ |
229,244 |
|
6. Real Estate Loans Receivable
The following is a summary of our real estate loans receivable (in thousands):
|
|
|
|
December 31, |
|||
|
|
|
2017 |
|
2016 |
||
Mortgage loans |
|
$ |
374,492 |
|
$ |
485,735 |
|
Other real estate loans |
|
|
121,379 |
|
|
136,893 |
|
Totals |
|
$ |
495,871 |
|
$ |
622,628 |
The following is a summary of our real estate loan activity for the periods presented (in thousands):
67
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||||||||||||
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Outpatient |
|
|
|
|
Outpatient |
|
|
|
|
Outpatient |
|
|
||||||
|
|
|
Triple-net |
Medical |
Totals |
|
Triple-net |
Medical |
Totals |
|
Triple-net |
Medical |
Totals |
|||||||||
Advances on real estate loans receivable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in new loans |
|
$ |
12,091 |
$ |
- |
$ |
12,091 |
|
$ |
8,445 |
$ |
- |
$ |
8,445 |
|
$ |
530,497 |
$ |
- |
$ |
530,497 |
|
Draws on existing loans |
|
|
71,647 |
|
- |
|
71,647 |
|
|
118,788 |
|
2,651 |
|
121,439 |
|
|
65,614 |
|
2,611 |
|
68,225 |
|
Net cash advances on real estate loans |
|
|
83,738 |
|
- |
|
83,738 |
|
|
127,233 |
|
2,651 |
|
129,884 |
|
|
596,111 |
|
2,611 |
|
598,722 |
Receipts on real estate loans receivable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payoffs |
|
|
157,912 |
|
60,500 |
|
218,412 |
|
|
275,439 |
|
27,303 |
|
302,742 |
|
|
121,778 |
|
- |
|
121,778 |
|
Principal payments on loans |
|
|
1,219 |
|
- |
|
1,219 |
|
|
6,867 |
|
- |
|
6,867 |
|
|
33,340 |
|
- |
|
33,340 |
|
Sub-total |
|
|
159,131 |
|
60,500 |
|
219,631 |
|
|
282,306 |
|
27,303 |
|
309,609 |
|
|
155,118 |
|
- |
|
155,118 |
|
Less: Non-cash activity (1) |
|
|
(63,108) |
|
(60,500) |
|
(123,608) |
|
|
(45,044) |
|
(15,013) |
|
(60,057) |
|
|
(23,288) |
|
- |
|
(23,288) |
|
Net cash receipts on real estate loans |
|
|
96,023 |
|
- |
|
96,023 |
|
|
237,262 |
|
12,290 |
|
249,552 |
|
|
131,830 |
|
- |
|
131,830 |
Net cash advances (receipts) on real estate loans |
|
|
(12,285) |
|
- |
|
(12,285) |
|
|
(110,029) |
|
(9,639) |
|
(119,668) |
|
|
464,281 |
|
2,611 |
|
466,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in balance due to foreign currency translation |
|
9,136 |
|
- |
|
9,136 |
|
|
(14,086) |
|
- |
|
(14,086) |
|
|
(4,281) |
|
- |
|
(4,281) |
||
Loan impairments (2) |
|
|
- |
|
- |
|
- |
|
|
- |
|
(3,053) |
|
(3,053) |
|
|
- |
|
- |
|
- |
|
Net change in real estate loans receivable |
|
$ |
(66,257) |
$ |
(60,500) |
$ |
(126,757) |
|
$ |
(169,159) |
$ |
(27,705) |
$ |
(196,864) |
|
$ |
436,712 |
$ |
2,611 |
$ |
439,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Primarily represents aquisitions of assets previously financed as a real estate loans. Please see Note 3 for additional information. |
|
|||||||||||||||||||||
(2) Represents a direct write down of an impaired loan receivable. |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2016, we restructured two existing real estate loans in the triple-net segment to Genesis. 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 had 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. During 2017, we recorded a provision for loan loss of $62,966,000 relating to three real estate loans receivable to Genesis. The allowance for losses on loans receivable for these three loans totals $68,372,000 and is deemed to be sufficient to absorb expected losses relating to the loans. Such allowance was based on an estimation of expected future cash flows discounted at the effective interest rate for each loan. Please see Note 21 for additional information.
The following is a summary of the allowance for losses on loans receivable for the periods presented (in thousands):
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2017 |
|
2016 |
|
2015 |
|||
Balance of impaired loans at end of year |
|
$ |
282,882 |
|
$ |
377,549 |
|
$ |
- |
|
Allowance for loan losses |
|
|
68,372 |
|
|
6,563 |
|
|
- |
|
Balance of impaired loans not reserved |
|
$ |
214,510 |
|
$ |
370,986 |
|
$ |
- |
|
Average impaired loans for the year |
|
$ |
330,216 |
|
$ |
188,775 |
|
$ |
10,500 |
|
Interest recognized on impaired loans (1) |
|
|
27,793 |
|
|
8,707 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents cash interest recognized in the period since loans were identified as impaired. |
|
|
|
|
|
|
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):
During the year ended December 31, 2017, we increased our ownership in Sunrise Senior Living Management, Inc. (“Sunrise”) from 24% to 34%. Sunrise provides comprehensive property management and accounting services with respect to certain of our seniors housing operating properties that Sunrise operates, for which we pay annual management fees pursuant to long-term management agreements. Our management agreements with Sunrise have initial terms expiring through December 2032 plus, if applicable, optional renewal periods ranging from an additional 5 to 15 years depending on the property. The management fees payable to Sunrise under the management agreements include a fee based on a percentage of revenues generated by the applicable properties plus, if applicable, positive or negative adjustments based on specified performance targets. For the years ended December 31, 2017, 2016 and 2015, we recognized fees to Sunrise of $37,573,000, $37,751,000, and $36,403,000, respectively, the majority of which are reflected within property operating expenses in our consolidated statements of comprehensive income.
At December 31, 2017, the aggregate unamortized basis difference of our joint venture investments of $110,063,000 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 is being amortized over the remaining useful life of the related assets and included in the reported amount of income from unconsolidated entities.
Summary combined financial information for our investments in unconsolidated entities held for the periods presented is as follows (in thousands):
|
|
December 31, 2017 |
|
|
December 31, 2016 |
Net real estate investments |
$ |
2,955,527 |
|
$ |
2,595,107 |
Other assets |
|
2,582,943 |
|
|
2,298,503 |
Total assets |
|
5,538,470 |
|
|
4,893,610 |
Total liabilities |
|
4,037,145 |
|
|
3,588,007 |
Total equity |
$ |
1,501,325 |
|
$ |
1,305,603 |
|
Year Ended December 31, |
|||||||||
|
|
2017 |
|
|
|
2016 |
|
|
|
2015 |
Total revenues |
$ |
2,074,139 |
|
|
$ |
1,867,464 |
|
|
$ |
2,947,993 |
Net income (loss) |
|
(264,473) |
|
|
|
(86,167) |
|
|
|
(40,116) |
69
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We use consolidated net operating income (“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, 2017, excluding our share of NOI in unconsolidated entities (dollars in thousands):
9. Borrowings Under Credit Facilities and Related Items
At December 31, 2017, 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, 2017). Borrowings under the unsecured revolving credit facility are subject to interest payable at the applicable margin over LIBOR interest rate (2.46% at December 31, 2017). The applicable margin is based on certain of our debt ratings and was 0.90% at December 31, 2017. 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, 2017. 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 December 31, 2017, the annual principal payments due on these debt obligations were as follows (in thousands):
70
The following is a summary of our senior unsecured note principal activity during the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||||||
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
|||||||||
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
$ |
8,260,038 |
|
4.245% |
|
$ |
8,645,758 |
|
4.237% |
|
$ |
7,817,154 |
|
4.385% |
Debt issued |
|
7,500 |
|
1.973% |
|
|
705,000 |
|
4.228% |
|
|
1,475,540 |
|
3.901% |
Debt assumed |
|
- |
|
0.000% |
|
|
- |
|
0.000% |
|
|
24,621 |
|
6.000% |
Debt extinguished |
|
(5,000) |
|
1.830% |
|
|
(850,000) |
|
4.194% |
|
|
(300,000) |
|
6.200% |
Debt redeemed |
|
- |
|
0.000% |
|
|
- |
|
0.000% |
|
|
(240,249) |
|
3.303% |
Foreign currency |
|
154,909 |
|
4.288% |
|
|
(240,720) |
|
4.565% |
|
|
(131,308) |
|
3.966% |
Ending balance |
$ |
8,417,447 |
|
4.306% |
|
$ |
8,260,038 |
|
4.245% |
|
$ |
8,645,758 |
|
4.237% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of our secured debt principal activity for the periods presented (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||||||
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
||||||||
|
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
|
|
Weighted Avg. |
|
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|
Amount |
|
Interest Rate |
|||
Beginning balance |
|
$ |
3,465,066 |
|
4.094% |
|
$ |
3,478,207 |
|
4.440% |
|
$ |
2,941,765 |
|
4.940% |
Debt issued |
|
|
241,772 |
|
2.822% |
|
|
460,015 |
|
2.646% |
|
|
228,685 |
|
2.776% |
Debt assumed |
|
|
23,094 |
|
6.670% |
|
|
60,898 |
|
4.301% |
|
|
1,007,482 |
|
3.334% |
Debt extinguished |
|
|
(1,080,268) |
|
5.247% |
|
|
(489,293) |
|
5.105% |
|
|
(506,326) |
|
4.506% |
Principal payments |
|
|
(64,078) |
|
4.340% |
|
|
(74,466) |
|
4.663% |
|
|
(67,064) |
|
4.801% |
Debt deconsolidated |
|
|
(60,000) |
|
3.799% |
|
|
- |
|
0.000% |
|
|
- |
|
0.000% |
Foreign currency |
|
|
92,822 |
|
3.164% |
|
|
29,705 |
|
3.670% |
|
|
(126,335) |
|
3.834% |
Ending balance |
|
$ |
2,618,408 |
|
3.761% |
|
$ |
3,465,066 |
|
4.094% |
|
$ |
3,478,207 |
|
4.440% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2017, we believe we were in compliance with all of the covenants under our debt agreements.
71
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 foreign currencies.
I nterest Rate Swap Contracts and Foreign Currency Forward Contracts Designated as Cash Flow Hedges
For instruments that are designated as 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 $914,000 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, 2017 and 2016, we settled certain net investment hedges generating cash proceeds of $52,719,000 and $108,347,000, 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):
|
|
|
|
|
|
|
December 31, 2017 |
|
December 31, 2016 |
Derivatives designated as net investment hedges: |
|
|
|
|
Denominated in Canadian Dollars |
$ |
575,000 |
$ |
900,000 |
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 |
Denominated in Canadian Dollars |
$ |
36,000 |
$ |
54,000 |
Denominated in Pounds Sterling |
£ |
- |
£ |
48,000 |
|
|
|
|
|
Derivative instruments not designated: |
|
|
|
|
Denominated in U.S. Dollars |
$ |
408,007 |
$ |
- |
Denominated in Canadian Dollars |
$ |
80,000 |
$ |
37,000 |
|
|
|
|
|
|
|
|
|
|
The following presents the impact of derivative instruments on the consolidated statements of comprehensive income for the periods presented (in thousands):
72
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||
|
|
|
Location |
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on forward exchange contracts recognized in income |
|
Interest expense |
|
$ |
(2,476) |
|
$ |
8,544 |
|
$ |
14,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on option exercise (1) |
|
Loss (gain) on derivatives, net |
|
$ |
- |
|
$ |
- |
|
$ |
(58,427) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on release of cumulative translation adjustment related to ineffectiveness on net investment hedge |
|
Loss (gain) on derivatives, net |
|
$ |
- |
|
$ |
(2,516) |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on forward exchange contracts and term loans designated as net investment hedge recognized in OCI |
|
OCI |
|
$ |
(252,168) |
|
$ |
357,021 |
|
$ |
298,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) In April 2011, we completed the acquisition of substantially all of the real estate assets of privately-owned Genesis. In conjunction with this transaction, we received the option to acquire an ownership interest in Genesis. In February 2015, Genesis 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. |
12. Commitments and Contingencies
At December 31, 2017, we had fourteen outstanding letter of credit obligations totaling $159,151,000 and expiring between 2018 and 2024. At December 31, 2017, we had outstanding construction in process of $237,746,000 for leased properties and were committed to providing additional funds of approximately $429,815,000 to complete construction. At December 31, 2017, we had contingent purchase obligations totaling $11,832,000. 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. In December 2017, we finalized an agreement with the University of Toledo Foundation to transfer our corporate headquarters as a gift and recognized an expense of $40,730,000.
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 and have been classified as capital leases. At December 31, 2017, we had operating lease obligations of $1,125,098,000 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, 2017, aggregate future minimum rentals to be received under these noncancelable subleases totaled $77,385,000.
At December 31, 2017, future minimum lease payments due under operating and capital leases are as follows (in thousands):
The following is a summary of our stockholder’s equity capital accounts as of the dates indicated:
73
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
December 31, 2016 |
Preferred Stock, $1.00 par value: |
|
|
|
|
|
|
Authorized shares |
|
50,000,000 |
|
50,000,000 |
|
Issued shares |
|
14,375,000 |
|
25,875,000 |
|
Outstanding shares |
|
14,370,060 |
|
25,875,000 |
|
|
|
|
|
|
Common Stock, $1.00 par value: |
|
|
|
|
|
|
Authorized shares |
|
700,000,000 |
|
700,000,000 |
|
Issued shares |
|
372,852,311 |
|
363,576,924 |
|
Outstanding shares |
|
371,731,551 |
|
362,602,173 |
|
|
|
|
|
|
Preferred Stock. The following is a summary of our preferred stock activity during the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
||||||||||
|
|
December 31, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
||||||
|
|
|
|
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% |
|
25,875,000 |
|
6.500% |
Shares redeemed |
|
(11,500,000) |
|
6.500% |
|
- |
|
0.000% |
|
- |
|
0.000% |
Shares converted |
|
(4,940) |
|
6.500% |
|
- |
|
0.000% |
|
- |
|
0.000% |
Ending balance |
|
14,370,060 |
|
6.500% |
|
25,875,000 |
|
6.500% |
|
25,875,000 |
|
6.500% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 year ended December 31, 2017, 4,940 shares of Series I preferred stock were converted into common stock.
During the three months ended March 31, 2012, we issued 11,500,000 of 6.50% Series J Cumulative Redeemable Preferred Stock. During the year ended December 31, 2017, we recognized a charge of $9,769,000 in connection with the redemption of the Series J preferred stock.
Common Stock . The following is a summary of our common stock activity during the periods indicated (dollars in thousands, except average price amounts):
74
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued |
|
|
Average Price |
|
|
Gross Proceeds |
|
|
Net Proceeds |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
2017 Dividend reinvestment plan issuances |
|
5,640,008 |
|
$ |
69.97 |
|
$ |
395,526 |
|
$ |
394,639 |
2017 Option exercises |
|
252,979 |
|
|
51.16 |
|
|
12,942 |
|
|
12,942 |
2017 Equity Shelf Program issuances |
|
2,986,574 |
|
|
71.79 |
|
|
215,917 |
|
|
214,406 |
2017 Preferred stock conversions |
|
4,300 |
|
|
|
|
|
- |
|
|
- |
2017 Redemption of equity membership units |
|
91,180 |
|
|
|
|
|
- |
|
|
- |
2017 Stock incentive plans, net of forfeitures |
|
154,337 |
|
|
|
|
|
- |
|
|
- |
2017 Totals |
|
9,129,378 |
|
|
|
|
$ |
624,385 |
|
$ |
621,987 |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends . The increase in dividends is primarily attributable to increases in our common shares outstanding, offset by the redemption of the Series J preferred stock, as described above. Please refer to Note 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, 2017 |
|
December 31, 2016 |
|
December 31, 2015 |
||||||||||||
|
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
|
Per Share |
|
Amount |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
$ |
3.4800 |
|
$ |
1,277,321 |
|
$ |
3.4400 |
|
$ |
1,233,519 |
|
$ |
3.3000 |
|
$ |
1,144,727 |
Series I Preferred Stock |
|
|
3.2500 |
|
|
46,711 |
|
|
3.2500 |
|
|
46,719 |
|
|
3.2500 |
|
|
46,719 |
Series J Preferred Stock |
|
|
0.2347 |
|
|
2,699 |
|
|
1.6251 |
|
|
18,687 |
|
|
1.6251 |
|
|
18,687 |
Totals |
|
|
|
|
$ |
1,326,731 |
|
|
|
|
$ |
1,298,925 |
|
|
|
|
$ |
1,210,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Income . The following is a summary of accumulated other comprehensive income/(loss) for the periods presented (in thousands):
75
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, 2016 |
|
$ |
(173,496) |
|
$ |
5,120 |
|
$ |
(1,153) |
|
$ |
(2) |
|
$ |
(169,531) |
Other comprehensive income (loss) before reclassification adjustments |
|
|
62,915 |
|
|
- |
|
|
269 |
|
|
2 |
|
|
63,186 |
Reclassification adjustment for write down of equity investment |
|
|
- |
|
|
(5,120) |
|
|
- |
|
|
- |
|
|
(5,120) |
Net current-period other comprehensive income (loss) |
|
|
62,915 |
|
|
(5,120) |
|
|
269 |
|
|
2 |
|
|
58,066 |
Balance at December 31, 2017 |
|
$ |
(110,581) |
|
$ |
- |
|
$ |
(884) |
|
$ |
- |
|
$ |
(111,465) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
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 are 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.
Under our long-term incentive plan, certain restricted stock awards are market and 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 two to three years. Awards vest over two to three years after the end of the performance period with a portion vesting immediately at the end of the performance periods. The expected term represents the period from the grant date to the end of the performance period. Compensation expense for these performance grants is measured based on the probability of achievement of certain performance goals and is recognized over 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 compensation cost is based on the grant date closing price and management’s estimate of corporate achievement of the financial metrics. If the estimated number of performance based restricted stock to be earned changes, an adjustment will be recorded to recognize the accumulated difference between the revised and previous estimates. For the portion of the grant determined by the total shareholder return, management used a Monte Carlo model to assess the fair value and compensation cost.
The following table summarizes compensation expense (a component of general and administrative expenses) recognized for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
2017 |
|
2016 |
|
2015 |
|||
Stock options |
|
$ |
10 |
|
$ |
266 |
|
$ |
698 |
Restricted stock |
|
|
19,092 |
|
|
28,603 |
|
|
30,146 |
|
|
$ |
19,102 |
|
$ |
28,869 |
|
$ |
30,844 |
|
|
|
|
|
|
|
|
|
|
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, 2017 have an aggregate intrinsic value of $1,346,000.
76
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2017, there was $31,709,000 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, 2017:
|
|
Restricted Stock |
|||
|
|
Number of |
|
Weighted-Average |
|
|
|
Shares |
|
Grant Date |
|
|
|
(000's) |
|
Fair Value |
|
Non-vested at December 31, 2016 |
|
987 |
|
$ |
58.98 |
Vested |
|
(477) |
|
|
63.15 |
Granted |
|
247 |
|
|
69.78 |
Terminated |
|
(59) |
|
|
63.20 |
Non-vested at December 31, 2017 |
|
698 |
|
$ |
61.00 |
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|||||||
|
|
|
2017 |
|
2016 |
|
2015 |
|||
Numerator for basic and diluted earnings per share - |
|
|
|
|
|
|
|
|
|
|
|
net income attributable to common stockholders |
|
$ |
463,595 |
|
$ |
1,012,397 |
|
$ |
818,344 |
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per |
|
|
|
|
|
|
|
|
|
|
|
share: weighted-average shares |
|
|
367,237 |
|
|
358,275 |
|
|
348,240 |
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
Employee stock options |
|
|
47 |
|
|
110 |
|
|
143 |
|
Non-vested restricted shares |
|
|
482 |
|
|
449 |
|
|
535 |
|
Redeemable shares |
|
|
1,235 |
|
|
1,393 |
|
|
310 |
|
Convertible senior unsecured notes |
|
|
- |
|
|
- |
|
|
196 |
Dilutive potential common shares |
|
|
1,764 |
|
|
1,952 |
|
|
1,184 |
|
Denominator for diluted earnings per |
|
|
|
|
|
|
|
|
|
|
|
share: adjusted-weighted average shares |
|
|
369,001 |
|
|
360,227 |
|
|
349,424 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.26 |
|
$ |
2.83 |
|
$ |
2.35 |
|
Diluted earnings per share |
|
$ |
1.26 |
|
$ |
2.81 |
|
$ |
2.34 |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding were anti-dilutive for the years ended December 31, 2017, 2016 and 2015. The Series I Cumulative Convertible Perpetual Preferred Stock were excluded from the calculations as the effect of the conversions also were anti-dilutive.
77
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 carrying value of mortgage loans and other real estate loans receivable is net of related reserves. The fair value is generally estimated by using Level 2 and Level 3 inputs such as discounting the estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Cash and Cash Equivalents and Restricted Cash — The carrying amount approximates fair value.
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.
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 OP 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 as of the dates presented (in thousands):
78
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017 |
|
December 31, 2016 |
||||||||
|
|
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
||||
|
|
|
Amount |
|
Value |
|
Amount |
|
Value |
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans receivable |
|
$ |
306,120 |
|
$ |
332,508 |
|
$ |
485,735 |
|
$ |
521,773 |
|
Other real estate loans receivable |
|
|
121,379 |
|
|
125,480 |
|
|
136,893 |
|
|
138,050 |
|
Available-for-sale equity investments |
|
|
7,269 |
|
|
7,269 |
|
|
27,899 |
|
|
27,899 |
|
Cash and cash equivalents |
|
|
243,777 |
|
|
243,777 |
|
|
419,378 |
|
|
419,378 |
|
Restricted cash |
|
|
65,526 |
|
|
65,526 |
|
|
187,842 |
|
|
187,842 |
|
Foreign currency forward contracts |
|
|
15,604 |
|
|
15,604 |
|
|
135,561 |
|
|
135,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under unsecured lines of credit arrangements |
|
$ |
719,000 |
|
$ |
719,000 |
|
$ |
645,000 |
|
$ |
645,000 |
|
Senior unsecured notes |
|
|
8,331,722 |
|
|
9,168,432 |
|
|
8,161,619 |
|
|
8,879,176 |
|
Secured debt |
|
|
2,608,976 |
|
|
2,641,997 |
|
|
3,477,699 |
|
|
3,558,378 |
|
Foreign currency forward contracts |
|
|
38,654 |
|
|
38,654 |
|
|
4,342 |
|
|
4,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable OP unitholder interests |
|
$ |
97,476 |
|
$ |
97,476 |
|
$ |
110,502 |
|
$ |
110,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
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. Assets, liabilities and noncontrolling interests that are measured at fair value on a nonrecurring basis include those acquired/assumed in asset acquisitions and 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 loans receivable using projected payoff valuations based on the expected future cash flows and/or the estimated fair value of the underlying collateral. 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 estimate the fair value of secured debt assumed in business combinations and asset acquisitions using current interest rates at which similar borrowings could be obtained on the transaction date.
79
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. Our triple-net properties include long-term/post-acute care facilities, assisted living facilities, independent living/continuing care retirement communities, independent support living facilities (Canada), care homes with and without nursing (U.K.), 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 Note 18). Our outpatient medical properties include outpatient medical buildings which are typically leased to multiple tenants and generally require a certain level of property management by us.
We evaluate performance based upon consolidated net operating income (“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, 2017, 2016 and 2015 is as follows (in thousands):
80
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 |
Consolidated net operating income |
|
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 benefit (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 |
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 |
Consolidated net operating income |
|
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 benefit (expense) |
|
(4,244) |
|
986 |
|
245 |
|
(3,438) |
|
(6,451) |
(Loss) income from unconsolidated entities |
|
8,260 |
|
(32,672) |
|
2,908 |
|
- |
|
(21,504) |
Income 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 |
Our portfolio of properties and other investments are located in the U.S., the U.K. 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):
81
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|||||||||
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
|
December 31, 2015 |
|||
Revenues: |
|
Amount |
% |
|
|
Amount |
% |
|
|
Amount |
% |
United States |
$ |
3,464,527 |
80.3% |
|
$ |
3,453,485 |
80.6% |
|
$ |
3,133,327 |
81.1% |
United Kingdom |
|
407,351 |
9.4% |
|
|
388,383 |
9.1% |
|
|
407,745 |
10.6% |
Canada |
|
444,763 |
10.3% |
|
|
439,292 |
10.3% |
|
|
318,754 |
8.3% |
Total |
$ |
4,316,641 |
100.0% |
|
$ |
4,281,160 |
100.0% |
|
$ |
3,859,826 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
|
|||||
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
|
|
|
||
Assets: |
|
Amount |
% |
|
|
Amount |
% |
|
|
|
|
United States |
$ |
22,274,443 |
79.7% |
|
$ |
23,572,459 |
81.7% |
|
|
|
|
United Kingdom |
|
3,239,039 |
11.6% |
|
|
2,782,489 |
9.6% |
|
|
|
|
Canada |
|
2,430,963 |
8.7% |
|
|
2,510,236 |
8.7% |
|
|
|
|
Total |
$ |
27,944,445 |
100.0% |
|
$ |
28,865,184 |
100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 consolidated 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:
Our consolidated provision for income tax expense (benefit) is as follows for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
Current |
|
$ |
7,633 |
|
$ |
14,944 |
|
$ |
10,177 |
Deferred |
|
|
12,495 |
|
|
(34,072) |
|
|
(3,726) |
Totals |
|
$ |
20,128 |
|
$ |
(19,128) |
|
$ |
6,451 |
|
|
|
|
|
|
|
|
|
|
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, 2017, as a result of acquisitions located in Canada and the U.K., we were subject to foreign income taxes under the respective tax laws of these jurisdictions.
The provision for income taxes for the year ended December 31, 2017 primarily relates to state taxes, foreign taxes, and taxes based on income generated by entities that are structured as TRSs. For the tax years ended December 31, 2017, 2016 and 2015, the foreign tax provision/(benefit) amount included in the consolidated provision for income taxes was $4,806,000, ($3,315,000) and $7,385,000, respectively.
82
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of income taxes, which is computed by applying the federal corporate tax rate for the years ended December 31, 2017, 2016 and 2015, to the income tax expense/(benefit) is as follows for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interests and income taxes |
|
$ |
199,588 |
|
$ |
372,030 |
|
$ |
313,250 |
Increase (decrease) in valuation allowance (1) |
|
|
30,445 |
|
|
(2,128) |
|
|
13,759 |
Tax at statutory rate on earnings not subject to federal income taxes |
|
|
(234,468) |
|
|
(399,571) |
|
|
(319,832) |
Foreign permanent depreciation |
|
|
10,065 |
|
|
9,205 |
|
|
7,500 |
Other differences |
|
|
14,498 |
|
|
1,336 |
|
|
(8,226) |
Totals |
|
$ |
20,128 |
|
$ |
(19,128) |
|
$ |
6,451 |
|
|
|
|
|
|
|
|
|
|
(1) Excluding purchase price accounting. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each TRS and foreign entity subject to income taxes is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of taxable and deductible temporary differences, as well as tax asset/(liability) attributes, are summarized as follows for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
Investments and property, primarily differences in investment basis, depreciation and amortization, the basis of land assets and the treatment of interests and certain costs |
|
$ |
(11,812) |
|
$ |
(7,089) |
|
$ |
(30,564) |
Operating loss and interest deduction carryforwards |
|
|
94,654 |
|
|
82,469 |
|
|
75,455 |
Expense accruals and other |
|
|
25,146 |
|
|
15,978 |
|
|
6,259 |
Valuation allowance |
|
|
(127,283) |
|
|
(96,838) |
|
|
(98,966) |
Net deferred tax assets (liabilities) |
|
$ |
(19,295) |
|
$ |
(5,480) |
|
$ |
(47,816) |
|
|
|
|
|
|
|
|
|
|
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. 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, 2017. 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 $127,283,000 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 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
Beginning balance |
|
$ |
96,838 |
|
$ |
98,966 |
|
$ |
85,207 |
Expense (benefit) |
|
|
30,445 |
|
|
(2,128) |
|
|
13,759 |
Ending balance |
|
$ |
127,283 |
|
$ |
96,838 |
|
$ |
98,966 |
|
|
|
|
|
|
|
|
|
|
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 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
83
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, state and foreign 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, 2014 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, 2011. 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 the U.K.’s HM Revenue & Customs for periods subsequent to August 2012 related to entities acquired or formed in connection with acquisitions.
At December 31, 2017, we had a net operating loss (“NOL”) carryforward related to the REIT of $448,475,000 . Due to our uncertainty regarding the realization of certain deferred tax assets, we have not recorded a deferred tax asset related to NOLs generated by the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. The NOL carryforwards generated through December 31, 2017 will expire through 2036. Beginning with tax years after December 31, 2017, the Tax Cuts and Jobs Act (“Tax Act”) eliminates the carryback period, limits the NOLs to 80% of taxable income and replaces the 20-year carryforward period with an indefinite carryforward period.
At December 31, 2017 and 2016, we had an NOL carryforward related to Canadian entities of $134,552,000, and $104,988,000, respectively. These Canadian losses have a 20-year carryforward period . At December 31, 2017 and 2016, we had an NOL carryforward related to U.K. entities of $183,712,000 and $158,156,000, respectively. These U.K. losses do not have a finite carryforward period.
We did not identify items for which the income tax effects of the Tax Act have not been completed and a reasonable estimate could not be determined as of December 31, 2017. Our analysis of the Tax Act may be impacted by any corrective legislation and any guidance provided by the U.S. Treasury, the IRS or by the General Explanation of the Tax Act, which is under preparation by the Staff of the Congressional Joint Committee on Taxation. Based on the Tax Act as enacted, we do not believe there will be further material impacts to the consolidated financial statements related to the other Tax Act provisions but cannot assure you as to the outcome of this matter.
84
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our unaudited quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share data). The sum of individual quarterly amounts may not agree to the annual amounts included in the consolidated statements of comprehensive income due to rounding.
20. Variable Interest Entities
We have entered into joint ventures to own certain seniors housing and outpatient medical assets which are deemed to be variable interest entities (“VIEs”). We have concluded that we are the primary beneficiary of these VIEs based on a combination of operational control of the joint venture and the rights to receive residual returns or the obligation to absorb losses arising from the joint ventures. Except for capital contributions associated with the initial joint venture formations, the joint ventures have been and are expected to be funded from the ongoing operations of the underlying properties. Accordingly, such joint ventures have been consolidated, and the table below summarizes the balance sheets of consolidated VIEs in the aggregate (in thousands):
Genesis Restructuring. Subsequent to December 31, 2017, we entered into agreements with Genesis, our largest triple-net relationship, which included the following terms:
· Master Lease: Effective January 1, 2018, the Genesis annual cash rent obligation under the Welltower master lease was reduced by $35 million and the term was extended by 5 years. Additionally, lease escalators will be set to 2.5% in year one and 2% thereafter, and rent will be reset on January 31, 2023 in such fashion to permit the rent payable to Welltower to increase up to $35 million subject to increases in Genesis’s EBITDAR relative to the trailing twelve months ended December 31, 2017, generated by the properties comprising the Welltower master lease portfolio.
· Term Loan: Welltower and Omega Healthcare Investors, Inc. (“Omega”) have entered into an agreement with Genesis to amend and expand the existing Genesis $120 million term loan agreement. Welltower will fund a $24 million tranche and will receive priority of repayment among lenders.
WELLTOWER INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
· Real Estate Loans: As of December 31, 2017, Welltower had approximately $267 million (excluding allowances and non-accrual interest) of real estate loans. Welltower and Genesis have entered into a definitive agreement to amend the annual interest rate beginning February 15, 2018 to 12%, of which 7% will be paid in cash and 5% will be paid-in-kind.
· Interest: Genesis continues to seek refinancing and asset sale transactions to secure commitments to repay no less than $105 million of obligations. If Genesis is unsuccessful in securing such commitments or otherwise reducing the outstanding obligation on or before April 1, 2018, the cash pay component of loan interest will increase by approximately $2 million annually.
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, 2017 based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in a report entitled Internal Control — Integrated Framework.
Based on this assessment, using the criteria above, management concluded that the Company’s system of internal control over financial reporting was effective as of December 31, 2017.
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.
87
The Board of Directors and Shareholders of Welltower Inc.
Opinion on Internal Control over Financial reporting
We have audited Welltower Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2017 , based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO Criteria”). In our opinion, Welltower Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 , based on the COSO Criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Welltower Inc. and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedules listed in the index at Item 15(a) of the Company and our report dated February 28, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Toledo , Ohio
February 28, 2018
Item 9B. Other Information
None.
88
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, 2018.
We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. The code is posted on the Internet at www.welltower.com/investors/governance. Any amendment to, or waivers from, the code that relate to any officer or director of the Company will be promptly disclosed on the Internet at www.welltower.com.
In addition, the Board has adopted charters for the Audit, Compensation and Nominating/Corporate Governance Committees. These charters are posted on the Internet at www.welltower.com/investors/governance. Please refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Corporate Governance” in the Annual Report on Form 10-K for further discussion of corporate governance.
The information on our website is not incorporated by reference in this Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information under the headings “Executive Compensation” and “Director Compensation” in our definitive proxy statement, which will be filed with the Commission prior to May 1, 2018.
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, 2018.
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, 2018.
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, 2018.
89
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 |
52 |
Consolidated Balance Sheets – December 31, 2017 and 2016 |
53 |
Consolidated Statements of Comprehensive Income — Years ended December 31, 2017, 2016 and 2015 |
54 |
Consolidated Statements of Equity — Years ended December 31, 2017, 2016 and 2015 |
56 |
Consolidated Statements of Cash Flows — Years ended December 31, 2017, 2016 and 2015 |
57 |
Notes to Consolidated Financial Statements |
58 |
2. The following Financial Statement Schedules are included beginning on page 97:
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.
(b) Exhibits:
The exhibits listed below are either filed with this Form 10-K or incorporated by reference in accordance with Rule 12b-32 of the Securities Exchange Act of 1934.
90
92
93
10.12 Summary of Director Compensation.*
10.16(b) Form of Award Notice under the 2017-2019 Long-Term Incentive Program.*
10.16(d) Form of Award Notice under the 2017-2019 Long Term Incentive Program – Bridge 1.*
10.16(f) Form of Award Notice under the 2017-2019 Long Term Incentive Program – Bridge 2.*
10.17(a) Welltower Inc. 2018-2020 Long-Term Incentive Program.*
21 Subsidiaries of the Company.
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
94
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, 2017 and 2016, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (iii) the Consolidated Statements of Equity for the years ended December 31, 2017, 2016 and 2015, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, (v) the Notes to Consolidated Financial Statements, (vi) Schedule III – Real Estate and Accumulated Depreciation and (vii) Schedule IV – Mortgage Loans on Real Estate.
|
Item 16. Form 10-K Summary
Not applicable.
95
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 28, 2018
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 28, 2018 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/ Gary Whitelaw ** |
Fred S. Klipsch, Director |
Gary Whitelaw, 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/ John A. Goodey ** |
Timothy J. Naughton, Director |
John A. Goodey, 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) |
/s/ Judith C. Pelham ** |
**By: /s/ Thomas J. DeRosa |
Judith C. Pelham, Director |
Thomas J. DeRosa, Attorney-in-Fact |
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96
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Welltower Inc. |
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||||||||||||||||||
Schedule III |
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Real Estate and Accumulated Depreciation |
|
|
||||||||||||||||||
December 31, 2017 |
|
|
||||||||||||||||||
(Dollars in thousands) |
|
|
|
Initial Cost to Company |
|
|
|
Gross Amount at Which Carried at Close of Period |
|
|
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|
||||||
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 |
$ |
361 |
$ |
950 |
$ |
21,348 |
$ |
1,990 |
|
2014 |
|
1998 |
|
6565 Central Park Boulevard |
Abilene, TX |
|
- |
|
990 |
|
8,187 |
|
1,089 |
|
990 |
|
9,276 |
|
739 |
|
2014 |
|
1985 |
|
1250 East N 10th Street |
Aboite Twp, IN |
|
- |
|
1,770 |
|
19,930 |
|
1,601 |
|
1,770 |
|
21,531 |
|
4,048 |
|
2010 |
|
2008 |
|
611 W County Line Rd South |
Agawam, MA |
|
- |
|
880 |
|
16,112 |
|
2,134 |
|
880 |
|
18,246 |
|
7,621 |
|
2002 |
|
1993 |
|
1200 Suffield St. |
Albertville, AL |
|
- |
|
170 |
|
6,203 |
|
280 |
|
176 |
|
6,477 |
|
1,613 |
|
2010 |
|
1999 |
|
151 Woodham Dr. |
Ames, IA |
|
- |
|
330 |
|
8,870 |
|
- |
|
330 |
|
8,870 |
|
1,835 |
|
2010 |
|
1999 |
|
1325 Coconino Rd. |
Anderson, SC |
|
- |
|
710 |
|
6,290 |
|
419 |
|
710 |
|
6,709 |
|
3,278 |
|
2003 |
|
1986 |
|
311 Simpson Rd. |
Ankeny, IA |
|
- |
|
1,129 |
|
10,270 |
|
- |
|
1,129 |
|
10,270 |
|
534 |
|
2016 |
|
2012 |
|
1275 SW State Street |
Apple Valley, CA |
|
- |
|
480 |
|
16,639 |
|
168 |
|
486 |
|
16,801 |
|
4,199 |
|
2010 |
|
1999 |
|
11825 Apple Valley Rd. |
Asheboro, NC |
|
- |
|
290 |
|
5,032 |
|
165 |
|
290 |
|
5,197 |
|
2,019 |
|
2003 |
|
1998 |
|
514 Vision Dr. |
Asheville, NC |
|
- |
|
204 |
|
3,489 |
|
- |
|
204 |
|
3,489 |
|
1,777 |
|
1999 |
|
1999 |
|
4 Walden Ridge Dr. |
Asheville, NC |
|
- |
|
280 |
|
1,955 |
|
351 |
|
280 |
|
2,306 |
|
983 |
|
2003 |
|
1992 |
|
308 Overlook Rd. |
Atchison, KS |
|
- |
|
140 |
|
5,610 |
|
19 |
|
140 |
|
5,629 |
|
316 |
|
2015 |
|
2001 |
|
1301 N 4th St. |
Atlanta, GA |
|
- |
|
2,058 |
|
14,914 |
|
1,143 |
|
2,080 |
|
16,035 |
|
11,518 |
|
1997 |
|
1999 |
|
1460 S Johnson Ferry Rd. |
Aurora, OH |
|
- |
|
1,760 |
|
14,148 |
|
106 |
|
1,760 |
|
14,254 |
|
2,943 |
|
2011 |
|
2002 |
|
505 S. Chillicothe Rd |
Aurora, CO |
|
- |
|
2,440 |
|
28,172 |
|
- |
|
2,440 |
|
28,172 |
|
10,233 |
|
2006 |
|
2007 |
|
14211 E. Evans Ave. |
Austin, TX |
|
- |
|
880 |
|
9,520 |
|
1,216 |
|
885 |
|
10,731 |
|
5,451 |
|
1999 |
|
1998 |
|
12429 Scofield Farms Dr. |
Avon, IN |
|
- |
|
1,830 |
|
14,470 |
|
- |
|
1,830 |
|
14,470 |
|
3,127 |
|
2010 |
|
2004 |
|
182 S Country RD. 550E |
Avon, IN |
|
- |
|
900 |
|
19,444 |
|
- |
|
900 |
|
19,444 |
|
1,762 |
|
2014 |
|
2013 |
|
10307 E. CR 100 N |
Avon Lake, OH |
|
- |
|
790 |
|
10,421 |
|
5,822 |
|
790 |
|
16,243 |
|
2,666 |
|
2011 |
|
2001 |
|
345 Lear Rd. |
Baldwin City, KS |
|
- |
|
190 |
|
4,810 |
|
48 |
|
190 |
|
4,858 |
|
279 |
|
2015 |
|
2000 |
|
321 Crimson Ave |
Bartlesville, OK |
|
- |
|
100 |
|
1,380 |
|
- |
|
100 |
|
1,380 |
|
795 |
|
1996 |
|
1995 |
|
5420 S.E. Adams Blvd. |
Bellingham, WA |
|
- |
|
1,500 |
|
19,861 |
|
321 |
|
1,507 |
|
20,175 |
|
4,945 |
|
2010 |
|
1996 |
|
4415 Columbine Dr. |
Benbrook, TX |
|
- |
|
1,550 |
|
13,553 |
|
2,206 |
|
1,550 |
|
15,759 |
|
2,484 |
|
2011 |
|
1984 |
|
4242 Bryant Irvin Road |
Bethel Park, PA |
|
- |
|
1,700 |
|
16,007 |
|
- |
|
1,700 |
|
16,007 |
|
3,837 |
|
2007 |
|
2009 |
|
5785 Baptist Road |
Beverly Hills, CA |
|
- |
|
6,000 |
|
13,385 |
|
- |
|
6,000 |
|
13,385 |
|
1,079 |
|
2014 |
|
2000 |
|
220 N Clark Drive |
Bexleyheath, UKI |
|
- |
|
3,750 |
|
10,807 |
|
1,407 |
|
4,113 |
|
11,851 |
|
970 |
|
2014 |
|
1996 |
|
35 West Street |
Birmingham, UKG |
|
- |
|
1,647 |
|
14,853 |
|
1,594 |
|
1,806 |
|
16,288 |
|
1,160 |
|
2015 |
|
2010 |
|
Clinton Street, Winson Green |
Birmingham, UKG |
|
- |
|
1,591 |
|
19,092 |
|
1,998 |
|
1,745 |
|
20,937 |
|
1,469 |
|
2015 |
|
2010 |
|
Braymoor Road, Tile Cross |
Birmingham, UKG |
|
- |
|
1,462 |
|
9,056 |
|
1,016 |
|
1,603 |
|
9,931 |
|
718 |
|
2015 |
|
2010 |
|
Clinton Street, Winson Green |
Birmingham, UKG |
|
- |
|
1,184 |
|
10,085 |
|
1,089 |
|
1,299 |
|
11,059 |
|
782 |
|
2015 |
|
1997 |
|
122 Tile Cross Road, Garretts Green |
Bloomington, IN |
|
- |
|
670 |
|
17,423 |
|
- |
|
670 |
|
17,423 |
|
1,156 |
|
2015 |
|
2015 |
|
363 S. Fieldstone Boulevard |
Boardman, OH |
|
- |
|
1,200 |
|
12,800 |
|
- |
|
1,200 |
|
12,800 |
|
3,877 |
|
2008 |
|
2008 |
|
8049 South Ave. |
Bowling Green, KY |
|
- |
|
3,800 |
|
26,700 |
|
149 |
|
3,800 |
|
26,849 |
|
6,423 |
|
2008 |
|
1992 |
|
1300 Campbell Lane |
Bracknell, UKJ |
|
- |
|
4,329 |
|
12,167 |
|
- |
|
4,329 |
|
12,167 |
|
108 |
|
2014 |
|
2017 |
|
Bagshot Road |
Bradenton, FL |
|
- |
|
252 |
|
3,298 |
|
- |
|
252 |
|
3,298 |
|
1,915 |
|
1996 |
|
1995 |
|
6101 Pointe W. Blvd. |
Bradenton, FL |
|
- |
|
480 |
|
9,953 |
|
- |
|
480 |
|
9,953 |
|
1,450 |
|
2012 |
|
2000 |
|
2800 60th Avenue West |
Braintree, MA |
|
- |
|
170 |
|
7,157 |
|
1,290 |
|
170 |
|
8,447 |
|
8,414 |
|
1997 |
|
1968 |
|
1102 Washington St. |
Braintree, UKH |
|
- |
|
- |
|
13,296 |
|
1,285 |
|
- |
|
14,581 |
|
1,281 |
|
2014 |
|
2009 |
|
Meadow Park Tortoiseshell Way |
Brandon, MS |
|
- |
|
1,220 |
|
10,241 |
|
- |
|
1,220 |
|
10,241 |
|
2,011 |
|
2010 |
|
1999 |
|
140 Castlewoods Blvd |
Brecksville, OH |
|
- |
|
990 |
|
19,353 |
|
- |
|
990 |
|
19,353 |
|
1,746 |
|
2014 |
|
2011 |
|
8757 Brecksville Road |
Brentwood, UKH |
|
38,810 |
|
8,537 |
|
45,869 |
|
5,304 |
|
9,362 |
|
50,348 |
|
1,335 |
|
2016 |
|
2013 |
|
London Road |
Brick, NJ |
|
- |
|
1,290 |
|
25,247 |
|
916 |
|
1,290 |
|
26,163 |
|
4,357 |
|
2011 |
|
2000 |
|
458 Jack Martin Blvd. |
Brick, NJ |
|
- |
|
1,170 |
|
17,372 |
|
1,405 |
|
1,188 |
|
18,758 |
|
3,605 |
|
2010 |
|
1998 |
|
515 Jack Martin Blvd |
Brick, NJ |
|
- |
|
690 |
|
17,125 |
|
5,548 |
|
692 |
|
22,671 |
|
3,534 |
|
2010 |
|
1999 |
|
1594 Route 88 |
Bridgewater, NJ |
|
- |
|
1,850 |
|
3,050 |
|
48 |
|
1,850 |
|
3,098 |
|
1,546 |
|
2004 |
|
1970 |
|
875 Route 202/206 North |
Bridgewater, NJ |
|
- |
|
1,730 |
|
48,201 |
|
1,406 |
|
1,766 |
|
49,571 |
|
8,989 |
|
2010 |
|
1999 |
|
2005 Route 22 West |
Bridgewater, NJ |
|
- |
|
1,800 |
|
31,810 |
|
1,347 |
|
1,800 |
|
33,157 |
|
5,419 |
|
2011 |
|
2001 |
|
680 US-202/206 North |
Broadview Heights, OH |
|
- |
|
920 |
|
12,400 |
|
2,393 |
|
920 |
|
14,793 |
|
5,769 |
|
2001 |
|
1984 |
|
2801 E. Royalton Rd. |
Brookfield, WI |
|
- |
|
1,300 |
|
12,830 |
|
- |
|
1,300 |
|
12,830 |
|
1,435 |
|
2012 |
|
2013 |
|
1185 Davidson Road |
Brooks, AB |
|
2,016 |
|
376 |
|
4,951 |
|
563 |
|
415 |
|
5,474 |
|
483 |
|
2014 |
|
2000 |
|
951 Cassils Road West |
Burleson, TX |
|
- |
|
670 |
|
13,985 |
|
1,646 |
|
670 |
|
15,631 |
|
2,588 |
|
2011 |
|
1988 |
|
300 Huguley Boulevard |
Burlington, NC |
|
- |
|
280 |
|
4,297 |
|
707 |
|
280 |
|
5,004 |
|
1,917 |
|
2003 |
|
2000 |
|
3619 S. Mebane St. |
Burlington, NC |
|
- |
|
460 |
|
5,467 |
|
- |
|
460 |
|
5,467 |
|
2,142 |
|
2003 |
|
1997 |
|
3615 S. Mebane St. |
Burlington, NJ |
|
- |
|
1,700 |
|
12,554 |
|
501 |
|
1,700 |
|
13,055 |
|
2,809 |
|
2011 |
|
1965 |
|
115 Sunset Road |
Burlington, NJ |
|
- |
|
1,170 |
|
19,205 |
|
172 |
|
1,170 |
|
19,377 |
|
3,560 |
|
2011 |
|
1994 |
|
2305 Rancocas Road |
Burnaby, BC |
|
8,341 |
|
7,623 |
|
13,844 |
|
2,267 |
|
8,429 |
|
15,306 |
|
1,372 |
|
2014 |
|
2006 |
|
7195 Canada Way |
Calgary, AB |
|
17,109 |
|
2,341 |
|
42,768 |
|
4,787 |
|
2,588 |
|
47,307 |
|
4,026 |
|
2014 |
|
1971 |
|
1729-90th Avenue SW |
Calgary, AB |
|
28,391 |
|
4,569 |
|
70,199 |
|
7,897 |
|
5,051 |
|
77,613 |
|
6,544 |
|
2014 |
|
2001 |
|
500 Midpark Way SE |
Camberley, UKJ |
|
- |
|
10,580 |
|
41,548 |
|
- |
|
10,580 |
|
41,548 |
|
559 |
|
2016 |
|
2017 |
|
Pembroke Broadway |
Canton, MA |
|
- |
|
820 |
|
8,201 |
|
263 |
|
820 |
|
8,464 |
|
6,353 |
|
2002 |
|
1993 |
|
One Meadowbrook Way |
Canton, OH |
|
- |
|
300 |
|
2,098 |
|
- |
|
300 |
|
2,098 |
|
1,066 |
|
1998 |
|
1998 |
|
1119 Perry Dr., N.W. |
Cape Coral, FL |
|
- |
|
530 |
|
3,281 |
|
- |
|
530 |
|
3,281 |
|
1,396 |
|
2002 |
|
2000 |
|
911 Santa Barbara Blvd. |
Cape Coral, FL |
|
8,530 |
|
760 |
|
18,868 |
|
- |
|
760 |
|
18,868 |
|
2,778 |
|
2012 |
|
2009 |
|
831 Santa Barbara Boulevard |
Cape May Court House, NJ |
|
- |
|
1,440 |
|
17,002 |
|
1,775 |
|
1,440 |
|
18,777 |
|
1,746 |
|
2014 |
|
1990 |
|
144 Magnolia Drive |
Carmel, IN |
|
- |
|
1,700 |
|
19,491 |
|
- |
|
1,700 |
|
19,491 |
|
1,421 |
|
2015 |
|
2015 |
|
12315 Pennsylvania Street |
Carrollton, TX |
|
- |
|
2,010 |
|
19,549 |
|
- |
|
2,010 |
|
19,549 |
|
663 |
|
2014 |
|
2016 |
|
2645 East Trinity Mills Road |
Cary, NC |
|
- |
|
1,500 |
|
4,350 |
|
986 |
|
1,500 |
|
5,336 |
|
2,570 |
|
1998 |
|
1996 |
|
111 MacArthur |
Castleton, IN |
|
- |
|
920 |
|
15,137 |
|
- |
|
920 |
|
15,137 |
|
1,427 |
|
2014 |
|
2013 |
|
8405 Clearvista Lake |
Cedar Grove, NJ |
|
- |
|
2,850 |
|
27,737 |
|
20 |
|
2,850 |
|
27,757 |
|
5,210 |
|
2011 |
|
1970 |
|
536 Ridge Road |
Centreville, MD |
|
- |
|
600 |
|
14,602 |
|
241 |
|
600 |
|
14,843 |
|
2,822 |
|
2011 |
|
1978 |
|
205 Armstrong Avenue |
Chapel Hill, NC |
|
- |
|
354 |
|
2,646 |
|
783 |
|
354 |
|
3,429 |
|
1,428 |
|
2002 |
|
1997 |
|
100 Lanark Rd. |
Charles Town, WV |
|
- |
|
230 |
|
22,834 |
|
140 |
|
230 |
|
22,974 |
|
4,081 |
|
2011 |
|
1997 |
|
219 Prospect Ave |
Charleston, WV |
|
- |
|
440 |
|
17,575 |
|
306 |
|
440 |
|
17,881 |
|
3,203 |
|
2011 |
|
1998 |
|
1000 Association Drive, North Gate Business Park |
Chatham, VA |
|
- |
|
320 |
|
14,039 |
|
- |
|
320 |
|
14,039 |
|
1,372 |
|
2014 |
|
2009 |
|
100 Rorer Street |
Chelmsford, MA |
|
- |
|
1,040 |
|
10,951 |
|
1,499 |
|
1,040 |
|
12,450 |
|
4,320 |
|
2003 |
|
1997 |
|
4 Technology Dr. |
Chester, VA |
|
- |
|
1,320 |
|
18,127 |
|
- |
|
1,320 |
|
18,127 |
|
1,733 |
|
2014 |
|
2009 |
|
12001 Iron Bridge Road |
Chickasha, OK |
|
- |
|
85 |
|
1,395 |
|
- |
|
85 |
|
1,395 |
|
798 |
|
1996 |
|
1996 |
|
801 Country Club Rd. |
Cinnaminson, NJ |
|
- |
|
860 |
|
6,663 |
|
172 |
|
860 |
|
6,835 |
|
1,461 |
|
2011 |
|
1965 |
|
1700 Wynwood Drive |
Citrus Heights, CA |
|
- |
|
2,300 |
|
31,876 |
|
589 |
|
2,300 |
|
32,465 |
|
8,132 |
|
2010 |
|
1997 |
|
7418 Stock Ranch Rd. |
Claremore, OK |
|
- |
|
155 |
|
1,427 |
|
6,130 |
|
155 |
|
7,557 |
|
1,410 |
|
1996 |
|
1996 |
|
1605 N. Hwy. 88 |
Clarksville, TN |
|
- |
|
330 |
|
2,292 |
|
- |
|
330 |
|
2,292 |
|
1,159 |
|
1998 |
|
1998 |
|
2183 Memorial Dr. |
Clayton, NC |
|
- |
|
520 |
|
15,733 |
|
- |
|
520 |
|
15,733 |
|
1,339 |
|
2014 |
|
2013 |
|
84 Johnson Estate Road |
Cleburne, TX |
|
- |
|
520 |
|
5,369 |
|
- |
|
520 |
|
5,369 |
|
1,524 |
|
2006 |
|
2007 |
|
402 S Colonial Drive |
Clevedon, UKK |
|
- |
|
2,838 |
|
16,927 |
|
1,910 |
|
3,112 |
|
18,563 |
|
1,631 |
|
2014 |
|
1994 |
|
18/19 Elton Road |
Cobham, UKJ |
|
- |
|
9,808 |
|
24,991 |
|
3,362 |
|
10,756 |
|
27,406 |
|
3,164 |
|
2013 |
|
2013 |
|
Redhill Road |
Colchester, CT |
|
- |
|
980 |
|
4,860 |
|
544 |
|
980 |
|
5,404 |
|
1,252 |
|
2011 |
|
1986 |
|
59 Harrington Court |
Colorado Springs, CO |
|
- |
|
4,280 |
|
62,168 |
|
- |
|
4,280 |
|
62,168 |
|
3,730 |
|
2015 |
|
2008 |
|
1605 Elm Creek View |
Colorado Springs, CO |
|
- |
|
1,730 |
|
25,493 |
|
693 |
|
1,730 |
|
26,186 |
|
1,184 |
|
2016 |
|
2016 |
|
2818 Grand Vista Circle |
Colts Neck, NJ |
|
- |
|
780 |
|
14,733 |
|
1,371 |
|
1,082 |
|
15,802 |
|
3,108 |
|
2010 |
|
2002 |
|
3 Meridian Circle |
Columbia, TN |
|
- |
|
341 |
|
2,295 |
|
- |
|
341 |
|
2,295 |
|
1,165 |
|
1999 |
|
1999 |
|
5011 Trotwood Ave. |
Columbia Heights, MN |
|
- |
|
825 |
|
14,175 |
|
163 |
|
825 |
|
14,338 |
|
2,359 |
|
2011 |
|
2009 |
|
3807 Hart Boulevard |
Columbus, IN |
|
- |
|
610 |
|
3,190 |
|
- |
|
610 |
|
3,190 |
|
676 |
|
2010 |
|
1998 |
|
2564 Foxpointe Dr. |
Concord, NC |
|
- |
|
550 |
|
3,921 |
|
55 |
|
550 |
|
3,976 |
|
1,693 |
|
2003 |
|
1997 |
|
2452 Rock Hill Church Rd. |
Concord, NH |
|
- |
|
1,760 |
|
43,179 |
|
634 |
|
1,760 |
|
43,813 |
|
7,855 |
|
2011 |
|
1994 |
|
239 Pleasant Street |
Congleton, UKD |
|
- |
|
2,036 |
|
5,120 |
|
691 |
|
2,232 |
|
5,615 |
|
460 |
|
2014 |
|
1994 |
|
Rood Hill |
Conroe, TX |
|
- |
|
980 |
|
7,771 |
|
- |
|
980 |
|
7,771 |
|
1,736 |
|
2009 |
|
2010 |
|
903 Longmire Road |
Coppell, TX |
|
- |
|
1,550 |
|
8,386 |
|
100 |
|
1,550 |
|
8,486 |
|
1,084 |
|
2012 |
|
2013 |
|
1530 East Sandy Lake Road |
Corby, UKF |
|
- |
|
1,228 |
|
5,144 |
|
- |
|
1,228 |
|
5,144 |
|
108 |
|
2017 |
|
1997 |
|
25 Rockingham Road |
Coventry, UKG |
|
- |
|
1,962 |
|
13,830 |
|
1,526 |
|
2,151 |
|
15,166 |
|
1,113 |
|
2015 |
|
2014 |
|
Banner Lane, Tile Hill |
Crawfordsville, IN |
|
- |
|
720 |
|
17,239 |
|
1,426 |
|
720 |
|
18,665 |
|
1,695 |
|
2014 |
|
2013 |
|
517 Concord Road |
Danville, VA |
|
- |
|
410 |
|
3,954 |
|
722 |
|
410 |
|
4,676 |
|
1,853 |
|
2003 |
|
1998 |
|
149 Executive Ct. |
Danville, VA |
|
- |
|
240 |
|
8,436 |
|
- |
|
240 |
|
8,436 |
|
822 |
|
2014 |
|
1996 |
|
508 Rison Street |
Daphne, AL |
|
- |
|
2,880 |
|
8,670 |
|
384 |
|
2,880 |
|
9,054 |
|
1,366 |
|
2012 |
|
2001 |
|
27440 County Road 13 |
Dedham, MA |
|
- |
|
1,360 |
|
9,830 |
|
- |
|
1,360 |
|
9,830 |
|
4,418 |
|
2002 |
|
1996 |
|
10 CareMatrix Dr. |
Denton, TX |
|
- |
|
1,760 |
|
8,305 |
|
100 |
|
1,760 |
|
8,405 |
|
1,538 |
|
2010 |
|
2011 |
|
2125 Brinker Rd |
Derby, UKF |
|
- |
|
2,503 |
|
9,058 |
|
- |
|
2,503 |
|
9,058 |
|
529 |
|
2014 |
|
2015 |
|
Rykneld Road |
Dover, DE |
|
- |
|
600 |
|
22,266 |
|
141 |
|
600 |
|
22,407 |
|
4,104 |
|
2011 |
|
1984 |
|
1080 Silver Lake Blvd. |
Dresher, PA |
|
- |
|
2,060 |
|
40,236 |
|
1,148 |
|
2,120 |
|
41,324 |
|
7,471 |
|
2010 |
|
2001 |
|
1405 N. Limekiln Pike |
Dundalk, MD |
|
- |
|
1,770 |
|
32,047 |
|
784 |
|
1,770 |
|
32,831 |
|
5,984 |
|
2011 |
|
1978 |
|
7232 German Hill Road |
Durham, NC |
|
- |
|
1,476 |
|
10,659 |
|
2,196 |
|
1,476 |
|
12,855 |
|
11,283 |
|
1997 |
|
1999 |
|
4434 Ben Franklin Blvd. |
Eagan, MN |
|
16,741 |
|
2,260 |
|
31,643 |
|
4 |
|
2,260 |
|
31,647 |
|
1,772 |
|
2015 |
|
2004 |
|
3810 Alder Avenue |
East Brunswick, NJ |
|
- |
|
1,380 |
|
34,229 |
|
835 |
|
1,380 |
|
35,064 |
|
5,769 |
|
2011 |
|
1998 |
|
606 Cranbury Rd. |
East Norriton, PA |
|
- |
|
1,200 |
|
28,129 |
|
1,604 |
|
1,264 |
|
29,670 |
|
5,414 |
|
2010 |
|
1988 |
|
2101 New Hope St |
Eastbourne, UKJ |
|
- |
|
4,071 |
|
24,438 |
|
2,755 |
|
4,465 |
|
26,799 |
|
2,323 |
|
2014 |
|
1999 |
|
Carew Road |
Eden, NC |
|
- |
|
390 |
|
4,877 |
|
- |
|
390 |
|
4,877 |
|
1,931 |
|
2003 |
|
1998 |
|
314 W. Kings Hwy. |
Edmond, OK |
|
- |
|
410 |
|
8,388 |
|
- |
|
410 |
|
8,388 |
|
1,321 |
|
2012 |
|
2001 |
|
15401 North Pennsylvania Avenue |
Edmond, OK |
|
- |
|
1,810 |
|
14,849 |
|
1,921 |
|
1,810 |
|
16,770 |
|
1,530 |
|
2014 |
|
1985 |
|
1225 Lakeshore Drive |
Edmond, OK |
|
- |
|
1,650 |
|
25,167 |
|
- |
|
1,650 |
|
25,167 |
|
621 |
|
2014 |
|
2017 |
|
2709 East Danforth Road |
Elizabeth City, NC |
|
- |
|
200 |
|
2,760 |
|
2,011 |
|
200 |
|
4,771 |
|
2,152 |
|
1998 |
|
1999 |
|
400 Hastings Lane |
Emeryville, CA |
|
- |
|
2,560 |
|
57,491 |
|
641 |
|
2,560 |
|
58,132 |
|
5,204 |
|
2014 |
|
2010 |
|
1440 40th Street |
Englewood, NJ |
|
- |
|
930 |
|
4,514 |
|
26 |
|
930 |
|
4,540 |
|
936 |
|
2011 |
|
1966 |
|
333 Grand Avenue |
Englishtown, NJ |
|
- |
|
690 |
|
12,520 |
|
1,489 |
|
769 |
|
13,930 |
|
2,718 |
|
2010 |
|
1997 |
|
49 Lasatta Ave |
Epsom, UKJ |
|
39,175 |
|
20,159 |
|
34,803 |
|
5,346 |
|
22,106 |
|
38,201 |
|
1,014 |
|
2016 |
|
2014 |
|
450-458 Reigate Road |
Eureka, KS |
|
- |
|
50 |
|
3,950 |
|
70 |
|
50 |
|
4,020 |
|
225 |
|
2015 |
|
1994 |
|
1820 E River St |
Everett, WA |
|
- |
|
1,400 |
|
5,476 |
|
- |
|
1,400 |
|
5,476 |
|
2,689 |
|
1999 |
|
1999 |
|
2015 Lake Heights Dr. |
Fairfield, CA |
|
- |
|
1,460 |
|
14,040 |
|
1,541 |
|
1,460 |
|
15,581 |
|
6,266 |
|
2002 |
|
1998 |
|
3350 Cherry Hills St. |
Fairhope, AL |
|
- |
|
570 |
|
9,119 |
|
112 |
|
570 |
|
9,231 |
|
1,402 |
|
2012 |
|
1987 |
|
50 Spring Run Road |
Fall River, MA |
|
- |
|
620 |
|
5,829 |
|
4,856 |
|
620 |
|
10,685 |
|
5,212 |
|
1996 |
|
1973 |
|
1748 Highland Ave. |
Fanwood, NJ |
|
- |
|
2,850 |
|
55,175 |
|
1,071 |
|
2,850 |
|
56,246 |
|
9,157 |
|
2011 |
|
1982 |
|
295 South Ave. |
Faribault, MN |
|
- |
|
780 |
|
11,539 |
|
50 |
|
780 |
|
11,590 |
|
658 |
|
2015 |
|
2003 |
|
828 1st Street NE |
Farnborough, UKJ |
|
- |
|
2,036 |
|
5,737 |
|
751 |
|
2,232 |
|
6,291 |
|
501 |
|
2014 |
|
1980 |
|
Bruntile Close, Reading Road |
Fayetteville, PA |
|
- |
|
2,150 |
|
32,951 |
|
1,802 |
|
2,150 |
|
34,753 |
|
2,191 |
|
2015 |
|
1991 |
|
6375 Chambersburg Road |
Fayetteville, NY |
|
- |
|
410 |
|
3,962 |
|
500 |
|
410 |
|
4,462 |
|
1,866 |
|
2001 |
|
1997 |
|
5125 Highbridge St. |
Findlay, OH |
|
- |
|
200 |
|
1,800 |
|
- |
|
200 |
|
1,800 |
|
976 |
|
1997 |
|
1997 |
|
725 Fox Run Rd. |
Fishers, IN |
|
- |
|
1,500 |
|
14,500 |
|
- |
|
1,500 |
|
14,500 |
|
3,132 |
|
2010 |
|
2000 |
|
9745 Olympia Dr. |
Florence, NJ |
|
- |
|
300 |
|
2,978 |
|
- |
|
300 |
|
2,978 |
|
1,262 |
|
2002 |
|
1999 |
|
901 Broad St. |
Florence, AL |
|
- |
|
353 |
|
13,049 |
|
200 |
|
385 |
|
13,217 |
|
3,234 |
|
2010 |
|
1999 |
|
3275 County Road 47 |
Flourtown, PA |
|
- |
|
1,800 |
|
14,830 |
|
266 |
|
1,800 |
|
15,096 |
|
2,866 |
|
2011 |
|
1908 |
|
350 Haws Lane |
Flower Mound, TX |
|
- |
|
1,800 |
|
8,414 |
|
100 |
|
1,800 |
|
8,514 |
|
1,276 |
|
2011 |
|
2012 |
|
4141 Long Prairie Road |
Folsom, CA |
|
- |
|
- |
|
33,600 |
|
- |
|
1,582 |
|
32,018 |
|
4,045 |
|
2013 |
|
2009 |
|
330 Montrose Drive |
Forest City, NC |
|
- |
|
320 |
|
4,497 |
|
- |
|
320 |
|
4,497 |
|
1,797 |
|
2003 |
|
1999 |
|
493 Piney Ridge Rd. |
Fort Ashby, WV |
|
- |
|
330 |
|
19,566 |
|
356 |
|
330 |
|
19,922 |
|
3,512 |
|
2011 |
|
1980 |
|
Diane Drive, Box 686 |
Fort Collins, CO |
|
- |
|
3,680 |
|
58,608 |
|
- |
|
3,680 |
|
58,608 |
|
3,505 |
|
2015 |
|
2007 |
|
4750 Pleasant Oak Drive |
Fort Wayne, IN |
|
- |
|
170 |
|
8,232 |
|
- |
|
170 |
|
8,232 |
|
2,408 |
|
2006 |
|
2006 |
|
2626 Fairfield Ave. |
Fort Worth, TX |
|
- |
|
450 |
|
13,615 |
|
5,086 |
|
450 |
|
18,701 |
|
3,614 |
|
2010 |
|
2011 |
|
425 Alabama Ave. |
Franconia, NH |
|
- |
|
360 |
|
11,320 |
|
70 |
|
360 |
|
11,390 |
|
2,119 |
|
2011 |
|
1971 |
|
93 Main Street |
Fredericksburg, VA |
|
- |
|
1,000 |
|
20,000 |
|
1,200 |
|
1,000 |
|
21,200 |
|
6,879 |
|
2005 |
|
1999 |
|
3500 Meekins Dr. |
Fredericksburg, VA |
|
- |
|
1,130 |
|
23,202 |
|
- |
|
1,130 |
|
23,202 |
|
2,045 |
|
2014 |
|
2010 |
|
140 Brimley Drive |
Fremont, CA |
|
- |
|
3,400 |
|
25,300 |
|
3,203 |
|
3,456 |
|
28,447 |
|
9,360 |
|
2005 |
|
1987 |
|
2860 Country Dr. |
Fresno, CA |
|
- |
|
2,500 |
|
35,800 |
|
118 |
|
2,500 |
|
35,918 |
|
8,599 |
|
2008 |
|
1991 |
|
7173 North Sharon Avenue |
Gardner, KS |
|
- |
|
200 |
|
2,800 |
|
91 |
|
200 |
|
2,891 |
|
172 |
|
2015 |
|
2000 |
|
869 Juniper Terrace |
Gardnerville, NV |
|
- |
|
1,143 |
|
10,831 |
|
1,075 |
|
1,164 |
|
11,885 |
|
8,717 |
|
1998 |
|
1999 |
|
1565-A Virginia Ranch Rd. |
Gastonia, NC |
|
- |
|
470 |
|
6,129 |
|
- |
|
470 |
|
6,129 |
|
2,390 |
|
2003 |
|
1998 |
|
1680 S. New Hope Rd. |
Gastonia, NC |
|
- |
|
310 |
|
3,096 |
|
22 |
|
310 |
|
3,118 |
|
1,283 |
|
2003 |
|
1994 |
|
1717 Union Rd. |
Gastonia, NC |
|
- |
|
400 |
|
5,029 |
|
120 |
|
400 |
|
5,149 |
|
2,022 |
|
2003 |
|
1996 |
|
1750 Robinwood Rd. |
Georgetown, TX |
|
- |
|
200 |
|
2,100 |
|
- |
|
200 |
|
2,100 |
|
1,127 |
|
1997 |
|
1997 |
|
2600 University Dr., E. |
Gettysburg, PA |
|
- |
|
590 |
|
8,913 |
|
118 |
|
590 |
|
9,031 |
|
1,844 |
|
2011 |
|
1987 |
|
867 York Road |
Gig Harbor, WA |
|
- |
|
1,560 |
|
15,947 |
|
253 |
|
1,583 |
|
16,177 |
|
3,863 |
|
2010 |
|
1994 |
|
3213 45th St. Court NW |
Granbury, TX |
|
- |
|
2,550 |
|
2,940 |
|
777 |
|
2,550 |
|
3,717 |
|
597 |
|
2012 |
|
1996 |
|
916 East Highway 377 |
Grand Ledge, MI |
|
- |
|
1,150 |
|
16,286 |
|
5,119 |
|
1,150 |
|
21,405 |
|
3,731 |
|
2010 |
|
1999 |
|
4775 Village Dr |
Granger, IN |
|
- |
|
1,670 |
|
21,280 |
|
2,401 |
|
1,670 |
|
23,681 |
|
4,392 |
|
2010 |
|
2009 |
|
6330 North Fir Rd |
Grapevine, TX |
|
- |
|
2,220 |
|
17,648 |
|
- |
|
2,220 |
|
17,648 |
|
1,105 |
|
2013 |
|
2014 |
|
4545 Merlot Drive |
Greeley, CO |
|
- |
|
1,077 |
|
18,051 |
|
- |
|
1,077 |
|
18,051 |
|
270 |
|
2017 |
|
2009 |
|
5300 West 29th Street |
Greenfield, WI |
|
- |
|
- |
|
15,204 |
|
- |
|
890 |
|
14,314 |
|
1,685 |
|
2013 |
|
1983 |
|
5017 South 110th Street |
Greensboro, NC |
|
- |
|
330 |
|
2,970 |
|
554 |
|
330 |
|
3,524 |
|
1,425 |
|
2003 |
|
1996 |
|
5809 Old Oak Ridge Rd. |
Greensboro, NC |
|
- |
|
560 |
|
5,507 |
|
1,013 |
|
560 |
|
6,520 |
|
2,618 |
|
2003 |
|
1997 |
|
4400 Lawndale Dr. |
Greenville, SC |
|
- |
|
310 |
|
4,750 |
|
- |
|
310 |
|
4,750 |
|
1,814 |
|
2004 |
|
1997 |
|
23 Southpointe Dr. |
Greenville, NC |
|
- |
|
290 |
|
4,393 |
|
168 |
|
290 |
|
4,561 |
|
1,774 |
|
2003 |
|
1998 |
|
2715 Dickinson Ave. |
Greenwood, IN |
|
- |
|
1,550 |
|
22,770 |
|
81 |
|
1,550 |
|
22,851 |
|
4,334 |
|
2010 |
|
2007 |
|
2339 South SR 135 |
Groton, CT |
|
- |
|
2,430 |
|
19,941 |
|
968 |
|
2,430 |
|
20,909 |
|
4,156 |
|
2011 |
|
1975 |
|
1145 Poquonnock Road |
Haddonfield, NJ |
|
- |
|
520 |
|
16,363 |
|
- |
|
520 |
|
16,363 |
|
1,293 |
|
2011 |
|
2015 |
|
132 Warwick Road |
Hamburg, PA |
|
- |
|
840 |
|
10,543 |
|
222 |
|
840 |
|
10,765 |
|
2,271 |
|
2011 |
|
1966 |
|
125 Holly Road |
Hamilton, NJ |
|
- |
|
440 |
|
4,469 |
|
- |
|
440 |
|
4,469 |
|
1,882 |
|
2001 |
|
1998 |
|
1645 Whitehorse-Mercerville Rd. |
Hanford, UKG |
|
- |
|
1,382 |
|
9,829 |
|
1,083 |
|
1,515 |
|
10,779 |
|
1,257 |
|
2013 |
|
2012 |
|
Bankhouse Road |
Harrow, UKI |
|
- |
|
7,402 |
|
8,266 |
|
1,514 |
|
8,117 |
|
9,064 |
|
772 |
|
2014 |
|
2001 |
|
177 Preston Hill |
Hatboro, PA |
|
- |
|
- |
|
28,112 |
|
1,771 |
|
- |
|
29,883 |
|
5,298 |
|
2011 |
|
1996 |
|
3485 Davisville Road |
Hatfield, UKH |
|
- |
|
2,924 |
|
7,527 |
|
1,010 |
|
3,206 |
|
8,254 |
|
970 |
|
2013 |
|
2012 |
|
St Albans Road East |
Hattiesburg, MS |
|
- |
|
450 |
|
13,469 |
|
- |
|
450 |
|
13,469 |
|
2,364 |
|
2010 |
|
2009 |
|
217 Methodist Hospital Blvd |
Haverford, PA |
|
- |
|
1,880 |
|
33,993 |
|
1,080 |
|
1,884 |
|
35,069 |
|
6,307 |
|
2010 |
|
2000 |
|
731 Old Buck Lane |
Hermitage, TN |
|
- |
|
1,500 |
|
9,943 |
|
- |
|
1,500 |
|
9,943 |
|
1,695 |
|
2011 |
|
2006 |
|
4131 Andrew Jackson Parkway |
Herne Bay, UKJ |
|
- |
|
1,900 |
|
24,353 |
|
2,537 |
|
2,083 |
|
26,706 |
|
3,389 |
|
2013 |
|
2011 |
|
165 Reculver Road |
Hiawatha, KS |
|
- |
|
40 |
|
4,210 |
|
29 |
|
40 |
|
4,239 |
|
247 |
|
2015 |
|
1996 |
|
400 Kansas Ave |
Hickory, NC |
|
- |
|
290 |
|
987 |
|
232 |
|
290 |
|
1,219 |
|
627 |
|
2003 |
|
1994 |
|
2530 16th St. N.E. |
High Point, NC |
|
- |
|
560 |
|
4,443 |
|
793 |
|
560 |
|
5,236 |
|
2,083 |
|
2003 |
|
2000 |
|
1568 Skeet Club Rd. |
High Point, NC |
|
- |
|
370 |
|
2,185 |
|
410 |
|
370 |
|
2,595 |
|
1,090 |
|
2003 |
|
1999 |
|
1564 Skeet Club Rd. |
High Point, NC |
|
- |
|
330 |
|
3,395 |
|
28 |
|
330 |
|
3,423 |
|
1,370 |
|
2003 |
|
1994 |
|
201 W. Hartley Dr. |
High Point, NC |
|
- |
|
430 |
|
4,143 |
|
- |
|
430 |
|
4,143 |
|
1,646 |
|
2003 |
|
1998 |
|
1560 Skeet Club Rd. |
Highland Park, IL |
|
- |
|
2,820 |
|
15,832 |
|
189 |
|
2,820 |
|
16,021 |
|
2,136 |
|
2011 |
|
2012 |
|
1651 Richfield Avenue |
Highlands Ranch, CO |
|
- |
|
940 |
|
3,721 |
|
4,983 |
|
940 |
|
8,704 |
|
2,091 |
|
2002 |
|
1999 |
|
9160 S. University Blvd. |
Hinckley, UKF |
|
- |
|
2,159 |
|
4,194 |
|
614 |
|
2,368 |
|
4,599 |
|
592 |
|
2013 |
|
2013 |
|
Tudor Road |
Hindhead, UKJ |
|
47,374 |
|
17,852 |
|
48,645 |
|
6,463 |
|
19,576 |
|
53,383 |
|
1,392 |
|
2016 |
|
2012 |
|
Portsmouth Road |
Hockessin, DE |
|
- |
|
1,120 |
|
6,308 |
|
1,247 |
|
1,120 |
|
7,555 |
|
718 |
|
2014 |
|
1992 |
|
100 Saint Claire Drive |
Holton, KS |
|
- |
|
40 |
|
7,460 |
|
13 |
|
40 |
|
7,473 |
|
407 |
|
2015 |
|
1996 |
|
410 Juniper Dr |
Howard, WI |
|
- |
|
579 |
|
32,122 |
|
- |
|
579 |
|
32,122 |
|
157 |
|
2017 |
|
2016 |
|
2790 Elm Tree Hill |
Howell, NJ |
|
8,835 |
|
1,066 |
|
21,577 |
|
769 |
|
1,071 |
|
22,341 |
|
4,129 |
|
2010 |
|
2007 |
|
100 Meridian Place |
Hutchinson, KS |
|
- |
|
600 |
|
10,590 |
|
194 |
|
600 |
|
10,784 |
|
3,716 |
|
2004 |
|
1997 |
|
2416 Brentwood |
Indianapolis, IN |
|
- |
|
870 |
|
14,688 |
|
- |
|
870 |
|
14,688 |
|
1,390 |
|
2014 |
|
2014 |
|
1635 N Arlington Avenue |
Indianapolis, IN |
|
- |
|
890 |
|
18,781 |
|
- |
|
890 |
|
18,781 |
|
1,639 |
|
2014 |
|
2014 |
|
5404 Georgetown Road |
Jackson, NJ |
|
- |
|
6,500 |
|
26,405 |
|
3,107 |
|
6,500 |
|
29,512 |
|
3,820 |
|
2012 |
|
2001 |
|
2 Kathleen Drive |
Jacksonville, FL |
|
- |
|
750 |
|
25,231 |
|
- |
|
750 |
|
25,231 |
|
987 |
|
2013 |
|
2014 |
|
5939 Roosevelt Boulevard |
Jacksonville, FL |
|
- |
|
- |
|
26,381 |
|
- |
|
- |
|
26,381 |
|
1,031 |
|
2013 |
|
2014 |
|
4000 San Pablo Parkway |
Kansas City, KS |
|
- |
|
700 |
|
20,116 |
|
- |
|
700 |
|
20,116 |
|
1,113 |
|
2015 |
|
2015 |
|
8900 Parallel Parkway |
Katy, TX |
|
- |
|
1,778 |
|
22,622 |
|
- |
|
1,778 |
|
22,622 |
|
387 |
|
2017 |
|
2015 |
|
24802 Kingsland Boulevard |
Kenner, LA |
|
- |
|
1,100 |
|
10,036 |
|
328 |
|
1,100 |
|
10,364 |
|
9,033 |
|
1998 |
|
2000 |
|
1600 Joe Yenni Blvd |
Kennett Square, PA |
|
- |
|
1,050 |
|
22,946 |
|
316 |
|
1,083 |
|
23,229 |
|
4,219 |
|
2010 |
|
2008 |
|
301 Victoria Gardens Dr. |
Kingston upon Thames, UKI |
|
56,849 |
|
33,063 |
|
46,696 |
|
7,751 |
|
36,258 |
|
51,252 |
|
1,351 |
|
2016 |
|
2014 |
|
Coombe Lane West |
Kirkland, WA |
|
- |
|
1,880 |
|
4,315 |
|
683 |
|
1,880 |
|
4,998 |
|
1,792 |
|
2003 |
|
1996 |
|
6505 Lakeview Dr. |
Kirkstall, UKE |
|
- |
|
2,437 |
|
9,414 |
|
1,145 |
|
2,672 |
|
10,324 |
|
1,207 |
|
2013 |
|
2009 |
|
29 Broad Lane |
Kokomo, IN |
|
- |
|
710 |
|
16,044 |
|
- |
|
710 |
|
16,044 |
|
1,515 |
|
2014 |
|
2014 |
|
2200 S. Dixon Rd |
Lafayette, LA |
|
- |
|
1,928 |
|
10,483 |
|
25 |
|
1,928 |
|
10,509 |
|
4,358 |
|
2006 |
|
1993 |
|
204 Energy Parkway |
Lafayette, CO |
|
- |
|
1,420 |
|
20,192 |
|
- |
|
1,420 |
|
20,192 |
|
1,430 |
|
2015 |
|
2015 |
|
329 Exempla Circle |
Lafayette, IN |
|
- |
|
670 |
|
16,833 |
|
- |
|
670 |
|
16,833 |
|
1,372 |
|
2015 |
|
2014 |
|
2402 South Street |
Lakeway, TX |
|
- |
|
5,142 |
|
23,203 |
|
- |
|
5,142 |
|
23,203 |
|
2,550 |
|
2007 |
|
2011 |
|
2000 Medical Dr |
Lakewood, CO |
|
- |
|
2,160 |
|
28,091 |
|
62 |
|
2,160 |
|
28,153 |
|
2,823 |
|
2014 |
|
2010 |
|
7395 West Eastman Place |
Lakewood Ranch, FL |
|
- |
|
650 |
|
6,714 |
|
1,988 |
|
650 |
|
8,702 |
|
1,240 |
|
2011 |
|
2012 |
|
8230 Nature's Way |
Lakewood Ranch, FL |
|
- |
|
1,000 |
|
22,388 |
|
- |
|
1,000 |
|
22,388 |
|
3,234 |
|
2012 |
|
2005 |
|
8220 Natures Way |
Lancaster, CA |
|
- |
|
700 |
|
15,295 |
|
625 |
|
712 |
|
15,907 |
|
4,279 |
|
2010 |
|
1999 |
|
43051 15th St. West |
Lancaster, PA |
|
- |
|
1,680 |
|
14,039 |
|
- |
|
1,680 |
|
14,039 |
|
364 |
|
2015 |
|
2017 |
|
31 Millersville Road |
Langhorne, PA |
|
- |
|
1,350 |
|
24,881 |
|
171 |
|
1,350 |
|
25,052 |
|
4,717 |
|
2011 |
|
1979 |
|
262 Toll Gate Road |
LaPlata, MD |
|
- |
|
700 |
|
19,068 |
|
466 |
|
700 |
|
19,534 |
|
3,653 |
|
2011 |
|
1984 |
|
One Magnolia Drive |
Las Vegas, NV |
|
- |
|
580 |
|
23,420 |
|
- |
|
580 |
|
23,420 |
|
3,967 |
|
2011 |
|
2002 |
|
2500 North Tenaya Way |
Lawrence, KS |
|
- |
|
250 |
|
8,716 |
|
- |
|
250 |
|
8,716 |
|
1,245 |
|
2012 |
|
1996 |
|
3220 Peterson Road |
Lecanto, FL |
|
- |
|
200 |
|
6,900 |
|
- |
|
200 |
|
6,900 |
|
2,541 |
|
2004 |
|
1986 |
|
2341 W. Norvell Bryant Hwy. |
Lee, MA |
|
- |
|
290 |
|
18,135 |
|
926 |
|
290 |
|
19,061 |
|
7,947 |
|
2002 |
|
1998 |
|
600 & 620 Laurel St. |
Leeds, UKE |
|
- |
|
1,974 |
|
13,239 |
|
1,470 |
|
2,165 |
|
14,518 |
|
1,007 |
|
2015 |
|
2013 |
|
100 Grove Lane |
Leicester, UKF |
|
- |
|
3,060 |
|
24,410 |
|
2,654 |
|
3,355 |
|
26,769 |
|
3,516 |
|
2012 |
|
2010 |
|
307 London Road |
Lenoir, NC |
|
- |
|
190 |
|
3,748 |
|
641 |
|
190 |
|
4,389 |
|
1,739 |
|
2003 |
|
1998 |
|
1145 Powell Rd., N.E. |
Lethbridge, AB |
|
1,505 |
|
1,214 |
|
2,750 |
|
419 |
|
1,342 |
|
3,040 |
|
348 |
|
2014 |
|
2003 |
|
785 Columbia Boulevard West |
Lexana, KS |
|
- |
|
480 |
|
1,770 |
|
148 |
|
480 |
|
1,918 |
|
120 |
|
2015 |
|
1994 |
|
8710 Caenen Lake Rd |
Lexington, NC |
|
- |
|
200 |
|
3,900 |
|
1,015 |
|
200 |
|
4,915 |
|
2,011 |
|
2002 |
|
1997 |
|
161 Young Dr. |
Libertyville, IL |
|
- |
|
6,500 |
|
40,024 |
|
- |
|
6,500 |
|
40,024 |
|
7,376 |
|
2011 |
|
2001 |
|
901 Florsheim Dr |
Lichfield, UKG |
|
- |
|
1,382 |
|
30,324 |
|
3,063 |
|
1,515 |
|
33,254 |
|
2,350 |
|
2015 |
|
2012 |
|
Wissage Road |
Lillington, NC |
|
- |
|
470 |
|
17,579 |
|
- |
|
470 |
|
17,579 |
|
1,598 |
|
2014 |
|
2013 |
|
54 Red Mulberry Way |
Lillington, NC |
|
- |
|
500 |
|
16,451 |
|
- |
|
500 |
|
16,451 |
|
1,402 |
|
2014 |
|
1999 |
|
2041 NC-210 N |
Lincoln, NE |
|
- |
|
390 |
|
13,807 |
|
95 |
|
390 |
|
13,902 |
|
2,789 |
|
2010 |
|
2000 |
|
7208 Van Dorn St. |
Linwood, NJ |
|
- |
|
800 |
|
21,984 |
|
1,056 |
|
859 |
|
22,980 |
|
4,341 |
|
2010 |
|
1997 |
|
432 Central Ave |
Litchfield, CT |
|
- |
|
1,240 |
|
17,908 |
|
10,991 |
|
1,258 |
|
28,882 |
|
4,068 |
|
2010 |
|
1998 |
|
19 Constitution Way |
Lititz, PA |
|
- |
|
1,200 |
|
13,836 |
|
- |
|
1,200 |
|
13,836 |
|
359 |
|
2015 |
|
2016 |
|
80 West Millport Road |
Little Neck, NY |
|
- |
|
3,350 |
|
38,461 |
|
1,265 |
|
3,357 |
|
39,720 |
|
7,308 |
|
2010 |
|
2000 |
|
55-15 Little Neck Pkwy. |
Livermore, CA |
|
- |
|
4,100 |
|
24,996 |
|
- |
|
4,100 |
|
24,996 |
|
2,008 |
|
2014 |
|
1974 |
|
35 Fenton Street |
Livingston, NJ |
|
- |
|
8,000 |
|
44,424 |
|
- |
|
8,000 |
|
44,424 |
|
667 |
|
2015 |
|
2017 |
|
369 E Mt Pleasant Avenue |
London, UKI |
|
- |
|
8,158 |
|
17,545 |
|
- |
|
8,158 |
|
17,545 |
|
579 |
|
2015 |
|
2016 |
|
6 Victoria Drive |
Longview, TX |
|
- |
|
610 |
|
5,520 |
|
- |
|
610 |
|
5,520 |
|
1,576 |
|
2006 |
|
2007 |
|
311 E Hawkins Pkwy |
Longwood, FL |
|
- |
|
1,260 |
|
6,445 |
|
- |
|
1,260 |
|
6,445 |
|
1,172 |
|
2011 |
|
2011 |
|
425 South Ronald Reagan Boulevard |
Louisburg, KS |
|
- |
|
280 |
|
4,320 |
|
35 |
|
280 |
|
4,355 |
|
240 |
|
2015 |
|
1996 |
|
202 Rogers St |
Louisville, KY |
|
- |
|
490 |
|
10,010 |
|
2,768 |
|
490 |
|
12,778 |
|
4,594 |
|
2005 |
|
1978 |
|
4604 Lowe Rd |
Lowell, MA |
|
- |
|
680 |
|
3,378 |
|
44 |
|
680 |
|
3,422 |
|
824 |
|
2011 |
|
1969 |
|
30 Princeton Blvd |
Loxley, UKE |
|
- |
|
1,369 |
|
15,668 |
|
1,646 |
|
1,502 |
|
17,182 |
|
2,161 |
|
2013 |
|
2008 |
|
Loxley Road |
Lutherville, MD |
|
- |
|
1,100 |
|
19,786 |
|
1,744 |
|
1,100 |
|
21,530 |
|
3,877 |
|
2011 |
|
1988 |
|
515 Brightfield Road |
Lynchburg, VA |
|
- |
|
340 |
|
16,114 |
|
- |
|
340 |
|
16,114 |
|
1,484 |
|
2014 |
|
2013 |
|
189 Monica Blvd |
Macungie, PA |
|
- |
|
960 |
|
29,033 |
|
84 |
|
960 |
|
29,117 |
|
5,262 |
|
2011 |
|
1994 |
|
1718 Spring Creek Road |
Mahwah, NJ |
|
- |
|
1,605 |
|
27,249 |
|
- |
|
1,605 |
|
27,249 |
|
1,826 |
|
2012 |
|
2015 |
|
15 Edison Road |
Manalapan, NJ |
|
- |
|
900 |
|
22,624 |
|
589 |
|
900 |
|
23,213 |
|
3,813 |
|
2011 |
|
2001 |
|
445 Route 9 South |
Manassas, VA |
|
- |
|
750 |
|
7,446 |
|
530 |
|
750 |
|
7,976 |
|
2,899 |
|
2003 |
|
1996 |
|
8341 Barrett Dr. |
Mankato, MN |
|
- |
|
1,460 |
|
32,104 |
|
13 |
|
1,460 |
|
32,117 |
|
1,792 |
|
2015 |
|
2006 |
|
100 Dublin Road |
Mansfield, TX |
|
- |
|
660 |
|
5,251 |
|
- |
|
660 |
|
5,251 |
|
1,516 |
|
2006 |
|
2007 |
|
2281 Country Club Dr |
Manteca, CA |
|
- |
|
1,300 |
|
12,125 |
|
1,566 |
|
1,312 |
|
13,679 |
|
5,000 |
|
2005 |
|
1986 |
|
430 N. Union Rd. |
Marietta, PA |
|
- |
|
1,050 |
|
13,633 |
|
- |
|
1,050 |
|
13,633 |
|
868 |
|
2015 |
|
1999 |
|
2760 Maytown Road |
Marion, IN |
|
- |
|
720 |
|
12,750 |
|
1,136 |
|
720 |
|
13,886 |
|
1,264 |
|
2014 |
|
2012 |
|
614 W. 14th Street |
Marion, IN |
|
- |
|
990 |
|
9,190 |
|
824 |
|
990 |
|
10,014 |
|
1,083 |
|
2014 |
|
1976 |
|
505 N. Bradner Avenue |
Marlborough, UKK |
|
- |
|
2,677 |
|
6,822 |
|
918 |
|
2,936 |
|
7,482 |
|
622 |
|
2014 |
|
1999 |
|
The Common |
Marlow, UKJ |
|
- |
|
9,619 |
|
42,134 |
|
- |
|
9,619 |
|
42,134 |
|
1,970 |
|
2013 |
|
2014 |
|
210 Little Marlow Road |
Martinsville, VA |
|
- |
|
349 |
|
- |
|
- |
|
349 |
|
- |
|
- |
|
2003 |
|
1900 |
|
Rolling Hills Rd. & US Hwy. 58 |
Marysville, WA |
|
- |
|
620 |
|
4,780 |
|
903 |
|
620 |
|
5,683 |
|
2,072 |
|
2003 |
|
1998 |
|
9802 48th Dr. N.E. |
Matawan, NJ |
|
- |
|
1,830 |
|
20,618 |
|
166 |
|
1,830 |
|
20,784 |
|
3,552 |
|
2011 |
|
1965 |
|
625 State Highway 34 |
Matthews, NC |
|
- |
|
560 |
|
4,738 |
|
- |
|
560 |
|
4,738 |
|
1,920 |
|
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 |
|
1,666 |
|
2009 |
|
2010 |
|
2701 Alma Rd. |
McMurray, PA |
|
- |
|
1,440 |
|
15,805 |
|
3,894 |
|
1,440 |
|
19,699 |
|
3,093 |
|
2010 |
|
2011 |
|
240 Cedar Hill Dr |
Mechanicsburg, PA |
|
- |
|
1,350 |
|
16,650 |
|
- |
|
1,350 |
|
16,650 |
|
2,888 |
|
2011 |
|
1971 |
|
4950 Wilson Lane |
Medicine Hat, AB |
|
2,471 |
|
932 |
|
5,566 |
|
686 |
|
1,031 |
|
6,154 |
|
559 |
|
2014 |
|
1999 |
|
65 Valleyview Drive SW |
Melville, NY |
|
- |
|
4,280 |
|
73,283 |
|
4,616 |
|
4,306 |
|
77,874 |
|
13,828 |
|
2010 |
|
2001 |
|
70 Pinelawn Rd |
Mendham, NJ |
|
- |
|
1,240 |
|
27,169 |
|
638 |
|
1,240 |
|
27,807 |
|
5,006 |
|
2011 |
|
1968 |
|
84 Cold Hill Road |
Menomonee Falls, WI |
|
- |
|
1,020 |
|
6,984 |
|
1,652 |
|
1,020 |
|
8,636 |
|
2,057 |
|
2006 |
|
2007 |
|
W128 N6900 Northfield Drive |
Mercerville, NJ |
|
- |
|
860 |
|
9,929 |
|
173 |
|
860 |
|
10,102 |
|
2,012 |
|
2011 |
|
1967 |
|
2240 White Horse- Merceville Road |
Meriden, CT |
|
- |
|
1,300 |
|
1,472 |
|
233 |
|
1,300 |
|
1,705 |
|
623 |
|
2011 |
|
1968 |
|
845 Paddock Ave |
Merrillville, IN |
|
- |
|
700 |
|
11,699 |
|
154 |
|
700 |
|
11,853 |
|
3,105 |
|
2007 |
|
2008 |
|
9509 Georgia St. |
Mesa, AZ |
|
- |
|
950 |
|
9,087 |
|
1,567 |
|
950 |
|
10,654 |
|
4,657 |
|
1999 |
|
2000 |
|
7231 E. Broadway |
Middleburg Heights, OH |
|
- |
|
960 |
|
7,780 |
|
- |
|
960 |
|
7,780 |
|
2,758 |
|
2004 |
|
1998 |
|
15435 Bagley Rd. |
Middleton, WI |
|
- |
|
420 |
|
4,006 |
|
600 |
|
420 |
|
4,606 |
|
1,802 |
|
2001 |
|
1991 |
|
6701 Stonefield Rd. |
Midland, MI |
|
- |
|
200 |
|
11,025 |
|
5,522 |
|
200 |
|
16,547 |
|
2,555 |
|
2010 |
|
1994 |
|
2325 Rockwell Dr |
Mill Creek, WA |
|
- |
|
10,150 |
|
60,274 |
|
935 |
|
10,179 |
|
61,179 |
|
17,227 |
|
2010 |
|
1998 |
|
14905 Bothell-Everett Hwy |
Millville, NJ |
|
- |
|
840 |
|
29,944 |
|
129 |
|
840 |
|
30,073 |
|
5,532 |
|
2011 |
|
1986 |
|
54 Sharp Street |
Milton Keynes, UKJ |
|
- |
|
1,826 |
|
18,654 |
|
1,979 |
|
2,002 |
|
20,456 |
|
1,488 |
|
2015 |
|
2007 |
|
Tunbridge Grove, Kents Hill |
Mishawaka, IN |
|
- |
|
740 |
|
16,114 |
|
- |
|
740 |
|
16,114 |
|
1,569 |
|
2014 |
|
2013 |
|
60257 Bodnar Blvd |
Missoula, MT |
|
- |
|
550 |
|
7,490 |
|
377 |
|
550 |
|
7,867 |
|
2,576 |
|
2005 |
|
1998 |
|
3620 American Way |
Monmouth Junction, NJ |
|
- |
|
720 |
|
6,209 |
|
86 |
|
720 |
|
6,295 |
|
1,323 |
|
2011 |
|
1996 |
|
2 Deer Park Drive |
Monroe, NC |
|
- |
|
470 |
|
3,681 |
|
648 |
|
470 |
|
4,329 |
|
1,750 |
|
2003 |
|
2001 |
|
918 Fitzgerald St. |
Monroe, NC |
|
- |
|
310 |
|
4,799 |
|
857 |
|
310 |
|
5,656 |
|
2,181 |
|
2003 |
|
2000 |
|
919 Fitzgerald St. |
Monroe, NC |
|
- |
|
450 |
|
4,021 |
|
114 |
|
450 |
|
4,135 |
|
1,669 |
|
2003 |
|
1997 |
|
1316 Patterson Ave. |
Monroe Township, NJ |
|
- |
|
3,250 |
|
27,771 |
|
219 |
|
3,250 |
|
27,991 |
|
1,454 |
|
2015 |
|
1996 |
|
319 Forsgate Drive |
Monroe Twp, NJ |
|
- |
|
1,160 |
|
13,193 |
|
114 |
|
1,160 |
|
13,307 |
|
2,666 |
|
2011 |
|
1996 |
|
292 Applegarth Road |
Montville, NJ |
|
- |
|
3,500 |
|
31,002 |
|
1,073 |
|
3,500 |
|
32,075 |
|
5,350 |
|
2011 |
|
1988 |
|
165 Changebridge Rd. |
Moorestown, NJ |
|
- |
|
2,060 |
|
51,628 |
|
1,653 |
|
2,071 |
|
53,270 |
|
9,619 |
|
2010 |
|
2000 |
|
1205 N. Church St |
Moorestown, NJ |
|
- |
|
6,400 |
|
23,875 |
|
27 |
|
6,400 |
|
23,902 |
|
2,531 |
|
2012 |
|
2014 |
|
250 Marter Avenue |
Morehead City, NC |
|
- |
|
200 |
|
3,104 |
|
1,648 |
|
200 |
|
4,752 |
|
2,149 |
|
1999 |
|
1999 |
|
107 Bryan St. |
Morton Grove, IL |
|
- |
|
1,900 |
|
19,374 |
|
159 |
|
1,900 |
|
19,533 |
|
3,201 |
|
2010 |
|
2011 |
|
5520 N. Lincoln Ave. |
Moulton, UKF |
|
- |
|
1,695 |
|
12,510 |
|
- |
|
1,695 |
|
12,510 |
|
247 |
|
2017 |
|
1995 |
|
Northampton Lane North |
Mount Pleasant, SC |
|
- |
|
- |
|
17,200 |
|
- |
|
4,052 |
|
13,149 |
|
2,586 |
|
2013 |
|
1985 |
|
1200 Hospital Drive |
Nacogdoches, TX |
|
- |
|
390 |
|
5,754 |
|
- |
|
390 |
|
5,754 |
|
1,636 |
|
2006 |
|
2007 |
|
5902 North St |
Naperville, IL |
|
- |
|
3,470 |
|
29,547 |
|
- |
|
3,470 |
|
29,547 |
|
5,550 |
|
2011 |
|
2001 |
|
504 North River Road |
Nashville, TN |
|
- |
|
4,910 |
|
29,590 |
|
- |
|
4,910 |
|
29,590 |
|
7,529 |
|
2008 |
|
2007 |
|
15 Burton Hills Boulevard |
Naugatuck, CT |
|
- |
|
1,200 |
|
15,826 |
|
199 |
|
1,200 |
|
16,025 |
|
3,028 |
|
2011 |
|
1980 |
|
4 Hazel Avenue |
Needham, MA |
|
- |
|
1,610 |
|
13,715 |
|
366 |
|
1,610 |
|
14,081 |
|
6,424 |
|
2002 |
|
1994 |
|
100 West St. |
New Moston, UKD |
|
- |
|
1,480 |
|
4,378 |
|
566 |
|
1,623 |
|
4,801 |
|
585 |
|
2013 |
|
2010 |
|
90a Broadway |
Newark, DE |
|
- |
|
560 |
|
21,220 |
|
1,488 |
|
560 |
|
22,708 |
|
7,504 |
|
2004 |
|
1998 |
|
200 E. Village Rd. |
Newcastle Under Lyme, UKG |
|
- |
|
1,110 |
|
5,655 |
|
654 |
|
1,218 |
|
6,202 |
|
721 |
|
2013 |
|
2010 |
|
Hempstalls Lane |
Newcastle-under-Lyme, UKG |
|
- |
|
1,125 |
|
5,537 |
|
644 |
|
1,234 |
|
6,072 |
|
505 |
|
2014 |
|
1999 |
|
Silverdale Road |
Norman, OK |
|
- |
|
55 |
|
1,484 |
|
- |
|
55 |
|
1,484 |
|
906 |
|
1995 |
|
1995 |
|
1701 Alameda Dr. |
Norman, OK |
|
- |
|
1,480 |
|
33,330 |
|
- |
|
1,480 |
|
33,330 |
|
4,715 |
|
2012 |
|
1985 |
|
800 Canadian Trails Drive |
North Augusta, SC |
|
- |
|
332 |
|
2,558 |
|
- |
|
332 |
|
2,558 |
|
1,288 |
|
1999 |
|
1998 |
|
105 North Hills Dr. |
North Cape May, NJ |
|
- |
|
600 |
|
22,266 |
|
118 |
|
600 |
|
22,384 |
|
4,099 |
|
2011 |
|
1995 |
|
700 Townbank Road |
Northampton, UKF |
|
- |
|
5,182 |
|
17,348 |
|
2,177 |
|
5,682 |
|
19,024 |
|
2,300 |
|
2013 |
|
2011 |
|
Cliftonville Road |
Northampton, UKF |
|
- |
|
2,013 |
|
6,257 |
|
799 |
|
2,208 |
|
6,862 |
|
543 |
|
2014 |
|
2014 |
|
Cliftonville Road |
Nuneaton, UKG |
|
- |
|
3,325 |
|
8,983 |
|
1,189 |
|
3,646 |
|
9,850 |
|
1,147 |
|
2013 |
|
2011 |
|
132 Coventry Road |
Nuthall, UKF |
|
- |
|
1,628 |
|
6,263 |
|
762 |
|
1,786 |
|
6,868 |
|
530 |
|
2014 |
|
2014 |
|
172A Nottingham Road |
Nuthall, UKF |
|
- |
|
2,498 |
|
10,436 |
|
1,250 |
|
2,740 |
|
11,444 |
|
1,346 |
|
2013 |
|
2011 |
|
172 Nottingham Road |
Oakland, CA |
|
- |
|
4,760 |
|
16,143 |
|
109 |
|
4,760 |
|
16,252 |
|
1,500 |
|
2014 |
|
2002 |
|
468 Perkins Street |
Ocala, FL |
|
- |
|
1,340 |
|
10,564 |
|
- |
|
1,340 |
|
10,564 |
|
2,468 |
|
2008 |
|
2009 |
|
2650 SE 18TH Avenue |
Ogden, UT |
|
- |
|
360 |
|
6,700 |
|
699 |
|
360 |
|
7,399 |
|
2,509 |
|
2004 |
|
1998 |
|
1340 N. Washington Blv. |
Oklahoma City, OK |
|
- |
|
590 |
|
7,513 |
|
- |
|
590 |
|
7,513 |
|
1,968 |
|
2007 |
|
2008 |
|
13200 S. May Ave |
Oklahoma City, OK |
|
- |
|
760 |
|
7,017 |
|
- |
|
760 |
|
7,017 |
|
1,788 |
|
2007 |
|
2009 |
|
11320 N. Council Road |
Olathe, KS |
|
- |
|
1,930 |
|
19,765 |
|
553 |
|
1,930 |
|
20,318 |
|
1,138 |
|
2016 |
|
2015 |
|
21250 W 151 Street |
Omaha, NE |
|
- |
|
370 |
|
10,230 |
|
- |
|
370 |
|
10,230 |
|
2,096 |
|
2010 |
|
1998 |
|
11909 Miracle Hills Dr. |
Omaha, NE |
|
- |
|
380 |
|
8,769 |
|
- |
|
380 |
|
8,769 |
|
1,896 |
|
2010 |
|
1999 |
|
5728 South 108th St. |
Ona, WV |
|
- |
|
950 |
|
15,998 |
|
- |
|
950 |
|
15,998 |
|
980 |
|
2015 |
|
2007 |
|
100 Weatherholt Drive |
Oneonta, NY |
|
- |
|
80 |
|
5,020 |
|
- |
|
80 |
|
5,020 |
|
1,315 |
|
2007 |
|
1996 |
|
1846 County Highway 48 |
Orem, UT |
|
- |
|
2,150 |
|
24,107 |
|
- |
|
2,150 |
|
24,107 |
|
1,400 |
|
2015 |
|
2014 |
|
250 East Center Street |
Osage City, KS |
|
- |
|
50 |
|
1,700 |
|
136 |
|
50 |
|
1,836 |
|
119 |
|
2015 |
|
1996 |
|
1403 Laing St |
Osawatomie, KS |
|
- |
|
130 |
|
2,970 |
|
126 |
|
130 |
|
3,096 |
|
186 |
|
2015 |
|
2003 |
|
1520 Parker Ave |
Ottawa, KS |
|
- |
|
160 |
|
6,590 |
|
40 |
|
160 |
|
6,630 |
|
370 |
|
2015 |
|
2007 |
|
2250 S Elm St |
Overland Park, KS |
|
- |
|
3,730 |
|
27,076 |
|
340 |
|
3,730 |
|
27,416 |
|
6,190 |
|
2008 |
|
2009 |
|
12000 Lamar Avenue |
Overland Park, KS |
|
- |
|
4,500 |
|
29,105 |
|
7,295 |
|
4,500 |
|
36,400 |
|
7,345 |
|
2010 |
|
1988 |
|
6101 W 119th St |
Overland Park, KS |
|
- |
|
410 |
|
2,840 |
|
70 |
|
410 |
|
2,910 |
|
184 |
|
2015 |
|
2004 |
|
14430 Metcalf Ave |
Overland Park, KS |
|
- |
|
1,300 |
|
25,311 |
|
677 |
|
1,300 |
|
25,988 |
|
1,464 |
|
2016 |
|
2015 |
|
7600 Antioch Road |
Owasso, OK |
|
- |
|
215 |
|
1,380 |
|
- |
|
215 |
|
1,380 |
|
769 |
|
1996 |
|
1996 |
|
12807 E. 86th Place N. |
Owensboro, KY |
|
- |
|
225 |
|
13,275 |
|
- |
|
225 |
|
13,275 |
|
4,813 |
|
2005 |
|
1964 |
|
1205 Leitchfield Rd. |
Owenton, KY |
|
- |
|
100 |
|
2,400 |
|
- |
|
100 |
|
2,400 |
|
1,059 |
|
2005 |
|
1979 |
|
905 Hwy. 127 N. |
Oxford, MI |
|
- |
|
1,430 |
|
15,791 |
|
- |
|
1,430 |
|
15,791 |
|
3,172 |
|
2010 |
|
2001 |
|
701 Market St |
Palestine, TX |
|
- |
|
180 |
|
4,320 |
|
1,300 |
|
180 |
|
5,620 |
|
1,668 |
|
2006 |
|
2005 |
|
1625 W. Spring St. |
Palm Coast, FL |
|
- |
|
870 |
|
10,957 |
|
- |
|
870 |
|
10,957 |
|
2,421 |
|
2008 |
|
2010 |
|
50 Town Ct. |
Panama City Beach, FL |
|
- |
|
900 |
|
6,402 |
|
- |
|
900 |
|
6,402 |
|
981 |
|
2011 |
|
2005 |
|
6012 Magnolia Beach Road |
Paola, KS |
|
- |
|
190 |
|
5,610 |
|
57 |
|
190 |
|
5,667 |
|
320 |
|
2015 |
|
2000 |
|
601 N. East Street |
Paris, TX |
|
- |
|
490 |
|
5,452 |
|
- |
|
490 |
|
5,452 |
|
4,057 |
|
2005 |
|
2006 |
|
750 N Collegiate Dr |
Paso Robles, CA |
|
- |
|
1,770 |
|
8,630 |
|
693 |
|
1,770 |
|
9,323 |
|
3,811 |
|
2002 |
|
1998 |
|
1919 Creston Rd. |
Pella, IA |
|
- |
|
870 |
|
6,716 |
|
89 |
|
870 |
|
6,805 |
|
955 |
|
2012 |
|
2002 |
|
2602 Fifield Road |
Pennington, NJ |
|
- |
|
1,380 |
|
27,620 |
|
937 |
|
1,476 |
|
28,462 |
|
4,740 |
|
2011 |
|
2000 |
|
143 West Franklin Avenue |
Pennsauken, NJ |
|
- |
|
900 |
|
10,780 |
|
179 |
|
900 |
|
10,959 |
|
2,340 |
|
2011 |
|
1985 |
|
5101 North Park Drive |
Petoskey, MI |
|
- |
|
860 |
|
14,452 |
|
- |
|
860 |
|
14,452 |
|
2,750 |
|
2011 |
|
1997 |
|
965 Hager Dr |
Philadelphia, PA |
|
- |
|
2,930 |
|
10,433 |
|
3,536 |
|
2,930 |
|
13,969 |
|
2,765 |
|
2011 |
|
1952 |
|
1526 Lombard Street |
Phillipsburg, NJ |
|
- |
|
800 |
|
21,175 |
|
238 |
|
800 |
|
21,413 |
|
4,046 |
|
2011 |
|
1992 |
|
290 Red School Lane |
Phillipsburg, NJ |
|
- |
|
300 |
|
8,114 |
|
101 |
|
300 |
|
8,215 |
|
1,546 |
|
2011 |
|
1905 |
|
843 Wilbur Avenue |
Pinehurst, NC |
|
- |
|
290 |
|
2,690 |
|
484 |
|
290 |
|
3,174 |
|
1,320 |
|
2003 |
|
1998 |
|
17 Regional Dr. |
Piqua, OH |
|
- |
|
204 |
|
1,885 |
|
- |
|
204 |
|
1,885 |
|
979 |
|
1997 |
|
1997 |
|
1744 W. High St. |
Piscataway, NJ |
|
- |
|
3,100 |
|
33,501 |
|
- |
|
3,100 |
|
33,501 |
|
477 |
|
2013 |
|
2017 |
|
10 Sterling Drive |
Pittsburgh, PA |
|
- |
|
1,750 |
|
8,572 |
|
115 |
|
1,750 |
|
8,687 |
|
3,096 |
|
2005 |
|
1998 |
|
100 Knoedler Rd. |
Plainview, NY |
|
- |
|
3,990 |
|
11,969 |
|
1,085 |
|
3,990 |
|
13,054 |
|
2,355 |
|
2011 |
|
1963 |
|
150 Sunnyside Blvd |
Plano, TX |
|
- |
|
1,840 |
|
20,152 |
|
560 |
|
1,840 |
|
20,712 |
|
968 |
|
2016 |
|
2016 |
|
3325 W Plano Parkway |
Plattsmouth, NE |
|
- |
|
250 |
|
5,650 |
|
- |
|
250 |
|
5,650 |
|
1,218 |
|
2010 |
|
1999 |
|
1913 E. Highway 34 |
Plymouth, MI |
|
- |
|
1,490 |
|
19,990 |
|
330 |
|
1,490 |
|
20,320 |
|
3,862 |
|
2010 |
|
1972 |
|
14707 Northville Rd |
Princeton, NJ |
|
- |
|
1,730 |
|
30,888 |
|
1,713 |
|
1,810 |
|
32,521 |
|
5,525 |
|
2011 |
|
2001 |
|
155 Raymond Road |
Prior Lake, MN |
|
14,033 |
|
1,870 |
|
29,849 |
|
13 |
|
1,870 |
|
29,862 |
|
1,666 |
|
2015 |
|
2003 |
|
4685 Park Nicollet Avenue |
Puyallup, WA |
|
- |
|
1,150 |
|
20,776 |
|
445 |
|
1,156 |
|
21,216 |
|
5,246 |
|
2010 |
|
1985 |
|
123 Fourth Ave. NW |
Raleigh, NC |
|
- |
|
7,598 |
|
88,870 |
|
- |
|
7,598 |
|
88,870 |
|
1,959 |
|
2008 |
|
2017 |
|
4030 Cardinal at North Hills St |
Raleigh, NC |
|
- |
|
3,530 |
|
59,589 |
|
- |
|
3,530 |
|
59,589 |
|
8,253 |
|
2012 |
|
2002 |
|
5301 Creedmoor Road |
Raleigh, NC |
|
- |
|
2,580 |
|
16,837 |
|
- |
|
2,580 |
|
16,837 |
|
2,497 |
|
2012 |
|
1988 |
|
7900 Creedmoor Road |
Reading, PA |
|
- |
|
980 |
|
19,906 |
|
140 |
|
980 |
|
20,046 |
|
3,736 |
|
2011 |
|
1994 |
|
5501 Perkiomen Ave |
Red Bank, NJ |
|
- |
|
1,050 |
|
21,275 |
|
565 |
|
1,050 |
|
21,840 |
|
3,593 |
|
2011 |
|
1997 |
|
One Hartford Dr. |
Rehoboth Beach, DE |
|
- |
|
960 |
|
24,248 |
|
8,708 |
|
977 |
|
32,938 |
|
5,180 |
|
2010 |
|
1999 |
|
36101 Seaside Blvd |
Reidsville, NC |
|
- |
|
170 |
|
3,830 |
|
857 |
|
170 |
|
4,687 |
|
1,935 |
|
2002 |
|
1998 |
|
2931 Vance St. |
Reno, NV |
|
- |
|
1,060 |
|
11,440 |
|
605 |
|
1,060 |
|
12,045 |
|
4,148 |
|
2004 |
|
1998 |
|
5165 Summit Ridge Road |
Richmond, IN |
|
- |
|
700 |
|
14,222 |
|
393 |
|
700 |
|
14,615 |
|
813 |
|
2016 |
|
2015 |
|
400 Industries Road |
Richmond, VA |
|
- |
|
- |
|
12,000 |
|
- |
|
250 |
|
11,750 |
|
1,624 |
|
2013 |
|
1989 |
|
2220 Edward Holland Drive |
Ridgeland, MS |
|
- |
|
520 |
|
7,675 |
|
427 |
|
520 |
|
8,102 |
|
2,966 |
|
2003 |
|
1997 |
|
410 Orchard Park |
Rochdale, MA |
|
- |
|
- |
|
7,100 |
|
- |
|
690 |
|
6,410 |
|
841 |
|
2013 |
|
1994 |
|
111 Huntoon Memorial Highway |
Rockville, CT |
|
- |
|
1,500 |
|
4,835 |
|
181 |
|
1,500 |
|
5,016 |
|
1,248 |
|
2011 |
|
1960 |
|
1253 Hartford Turnpike |
Rockville Centre, NY |
|
- |
|
4,290 |
|
20,310 |
|
868 |
|
4,290 |
|
21,178 |
|
3,656 |
|
2011 |
|
2002 |
|
260 Maple Ave |
Rockwall, TX |
|
- |
|
2,220 |
|
17,650 |
|
- |
|
2,220 |
|
17,650 |
|
1,131 |
|
2012 |
|
2014 |
|
720 E Ralph Hall Parkway |
Rocky Hill, CT |
|
- |
|
1,090 |
|
6,710 |
|
1,500 |
|
1,090 |
|
8,210 |
|
2,889 |
|
2003 |
|
1996 |
|
60 Cold Spring Rd. |
Rohnert Park, CA |
|
- |
|
6,500 |
|
18,700 |
|
2,116 |
|
6,546 |
|
20,769 |
|
7,032 |
|
2005 |
|
1986 |
|
4855 Snyder Lane |
Romeoville, IL |
|
- |
|
1,895 |
|
- |
|
- |
|
1,895 |
|
- |
|
- |
|
2006 |
|
1900 |
|
Grand Haven Circle |
Roseville, MN |
|
- |
|
2,140 |
|
24,679 |
|
67 |
|
2,140 |
|
24,746 |
|
1,391 |
|
2015 |
|
1989 |
|
2750 North Victoria Street |
Roswell, GA |
|
- |
|
1,107 |
|
9,627 |
|
1,086 |
|
1,114 |
|
10,706 |
|
7,942 |
|
1997 |
|
1999 |
|
655 Mansell Rd. |
Rugeley, UKG |
|
- |
|
1,900 |
|
10,262 |
|
1,175 |
|
2,083 |
|
11,253 |
|
1,387 |
|
2013 |
|
2010 |
|
Horse Fair |
Ruston, LA |
|
- |
|
710 |
|
9,790 |
|
- |
|
710 |
|
9,790 |
|
1,842 |
|
2011 |
|
1988 |
|
1401 Ezelle St |
Sacramento, CA |
|
- |
|
940 |
|
14,781 |
|
251 |
|
952 |
|
15,020 |
|
3,718 |
|
2010 |
|
1978 |
|
6350 Riverside Blvd |
Salem, OR |
|
- |
|
449 |
|
5,171 |
|
- |
|
449 |
|
5,172 |
|
2,585 |
|
1999 |
|
1998 |
|
1355 Boone Rd. S.E. |
Salisbury, NC |
|
- |
|
370 |
|
5,697 |
|
168 |
|
370 |
|
5,865 |
|
2,284 |
|
2003 |
|
1997 |
|
2201 Statesville Blvd. |
San Angelo, TX |
|
- |
|
260 |
|
8,800 |
|
425 |
|
260 |
|
9,225 |
|
3,122 |
|
2004 |
|
1997 |
|
2695 Valleyview Blvd. |
San Angelo, TX |
|
- |
|
1,050 |
|
24,689 |
|
1,052 |
|
1,050 |
|
25,741 |
|
2,358 |
|
2014 |
|
1999 |
|
6101 Grand Court Road |
San Antonio, TX |
|
- |
|
- |
|
17,303 |
|
- |
|
- |
|
17,303 |
|
7,106 |
|
2007 |
|
2007 |
|
8902 Floyd Curl Dr. |
San Bernardino, CA |
|
- |
|
3,700 |
|
14,300 |
|
687 |
|
3,700 |
|
14,987 |
|
3,490 |
|
2008 |
|
1993 |
|
1760 W. 16th St. |
San Diego, CA |
|
- |
|
- |
|
22,003 |
|
1,845 |
|
- |
|
23,848 |
|
5,472 |
|
2008 |
|
1992 |
|
555 Washington St. |
Sanatoga, PA |
|
- |
|
980 |
|
30,695 |
|
92 |
|
980 |
|
30,787 |
|
5,551 |
|
2011 |
|
1993 |
|
225 Evergreen Road |
Sand Springs, OK |
|
- |
|
910 |
|
19,654 |
|
- |
|
910 |
|
19,654 |
|
2,832 |
|
2012 |
|
2002 |
|
4402 South 129th Avenue West |
Sarasota, FL |
|
- |
|
475 |
|
3,175 |
|
- |
|
475 |
|
3,175 |
|
1,843 |
|
1996 |
|
1995 |
|
8450 McIntosh Rd. |
Sarasota, FL |
|
- |
|
3,360 |
|
19,140 |
|
- |
|
3,360 |
|
19,140 |
|
3,179 |
|
2011 |
|
2006 |
|
6150 Edgelake Drive |
Scranton, PA |
|
- |
|
440 |
|
17,609 |
|
- |
|
440 |
|
17,609 |
|
1,533 |
|
2014 |
|
2005 |
|
2741 Blvd. Ave |
Scranton, PA |
|
- |
|
320 |
|
12,144 |
|
- |
|
320 |
|
12,144 |
|
1,059 |
|
2014 |
|
2013 |
|
2751 Boulevard Ave |
Seattle, WA |
|
- |
|
5,190 |
|
9,350 |
|
564 |
|
5,199 |
|
9,905 |
|
3,373 |
|
2010 |
|
1962 |
|
11501 15th Ave NE |
Seattle, WA |
|
27,180 |
|
10,670 |
|
37,291 |
|
894 |
|
10,700 |
|
38,155 |
|
11,465 |
|
2010 |
|
2005 |
|
805 4th Ave N |
Selbyville, DE |
|
- |
|
750 |
|
25,912 |
|
415 |
|
769 |
|
26,308 |
|
4,848 |
|
2010 |
|
2008 |
|
21111 Arrington Dr |
Seven Fields, PA |
|
- |
|
484 |
|
4,663 |
|
60 |
|
484 |
|
4,722 |
|
2,364 |
|
1999 |
|
1999 |
|
500 Seven Fields Blvd. |
Severna Park, MD |
|
- |
|
2,120 |
|
31,273 |
|
808 |
|
2,120 |
|
32,081 |
|
5,756 |
|
2011 |
|
1981 |
|
24 Truckhouse Road |
Shawnee, OK |
|
- |
|
80 |
|
1,400 |
|
- |
|
80 |
|
1,400 |
|
804 |
|
1996 |
|
1995 |
|
3947 Kickapoo |
Shelbyville, KY |
|
- |
|
630 |
|
3,870 |
|
630 |
|
630 |
|
4,500 |
|
1,474 |
|
2005 |
|
1965 |
|
1871 Midland Trail |
Sherman, TX |
|
- |
|
700 |
|
5,221 |
|
- |
|
700 |
|
5,221 |
|
1,555 |
|
2005 |
|
2006 |
|
1011 E. Pecan Grove Rd. |
Shrewsbury, NJ |
|
- |
|
2,120 |
|
38,116 |
|
1,080 |
|
2,128 |
|
39,188 |
|
7,156 |
|
2010 |
|
2000 |
|
5 Meridian Way |
Silvis, IL |
|
- |
|
880 |
|
16,420 |
|
139 |
|
880 |
|
16,559 |
|
3,247 |
|
2010 |
|
2005 |
|
1900 10th St. |
Sittingbourne, UKJ |
|
- |
|
1,357 |
|
6,539 |
|
763 |
|
1,488 |
|
7,170 |
|
573 |
|
2014 |
|
1997 |
|
200 London Road |
Smithfield, NC |
|
- |
|
290 |
|
5,680 |
|
- |
|
290 |
|
5,680 |
|
2,228 |
|
2003 |
|
1998 |
|
830 Berkshire Rd. |
Smithfield, NC |
|
- |
|
360 |
|
8,216 |
|
- |
|
360 |
|
8,216 |
|
715 |
|
2014 |
|
1999 |
|
250 Highway 210 West |
Sonoma, CA |
|
- |
|
1,100 |
|
18,400 |
|
1,700 |
|
1,109 |
|
20,090 |
|
6,758 |
|
2005 |
|
1988 |
|
800 Oregon St. |
South Bend, IN |
|
- |
|
670 |
|
17,770 |
|
- |
|
670 |
|
17,770 |
|
1,604 |
|
2014 |
|
2014 |
|
52565 State Road 933 |
South Boston, MA |
|
- |
|
385 |
|
2,002 |
|
5,218 |
|
385 |
|
7,220 |
|
3,652 |
|
1995 |
|
1961 |
|
804 E. Seventh St. |
Southampton, UKJ |
|
- |
|
1,612 |
|
16,803 |
|
- |
|
1,612 |
|
16,803 |
|
114 |
|
2017 |
|
2013 |
|
Botley Road, Park Gate |
Southbury, CT |
|
- |
|
1,860 |
|
23,613 |
|
958 |
|
1,860 |
|
24,571 |
|
4,300 |
|
2011 |
|
2001 |
|
655 Main St |
Springfield, IL |
|
- |
|
- |
|
10,100 |
|
- |
|
768 |
|
9,332 |
|
1,682 |
|
2013 |
|
2010 |
|
701 North Walnut Street |
Springfield, IL |
|
- |
|
990 |
|
13,378 |
|
1,084 |
|
990 |
|
14,462 |
|
1,292 |
|
2014 |
|
2013 |
|
3089 Old Jacksonville Road |
St. Louis, MO |
|
- |
|
1,890 |
|
12,390 |
|
- |
|
1,890 |
|
12,390 |
|
2,354 |
|
2010 |
|
1963 |
|
6543 Chippewa St |
St. Paul, MN |
|
- |
|
2,100 |
|
33,019 |
|
78 |
|
2,100 |
|
33,097 |
|
1,843 |
|
2015 |
|
1996 |
|
750 Mississippi River |
Stafford, UKG |
|
- |
|
2,131 |
|
8,739 |
|
- |
|
2,131 |
|
8,739 |
|
294 |
|
2014 |
|
2016 |
|
Stone Road |
Stamford, UKF |
|
- |
|
1,820 |
|
3,238 |
|
489 |
|
1,996 |
|
3,551 |
|
303 |
|
2014 |
|
1998 |
|
Priory Road |
Statesville, NC |
|
- |
|
150 |
|
1,447 |
|
266 |
|
150 |
|
1,713 |
|
710 |
|
2003 |
|
1990 |
|
2441 E. Broad St. |
Statesville, NC |
|
- |
|
310 |
|
6,183 |
|
8 |
|
310 |
|
6,191 |
|
2,365 |
|
2003 |
|
1996 |
|
2806 Peachtree Place |
Statesville, NC |
|
- |
|
140 |
|
3,627 |
|
- |
|
140 |
|
3,627 |
|
1,416 |
|
2003 |
|
1999 |
|
2814 Peachtree Rd. |
Stillwater, OK |
|
- |
|
80 |
|
1,400 |
|
- |
|
80 |
|
1,400 |
|
806 |
|
1995 |
|
1995 |
|
1616 McElroy Rd. |
Stockton, CA |
|
- |
|
2,280 |
|
5,983 |
|
397 |
|
2,372 |
|
6,288 |
|
1,821 |
|
2010 |
|
1988 |
|
6725 Inglewood |
Stratford-upon-Avon, UKG |
|
- |
|
790 |
|
14,508 |
|
1,478 |
|
866 |
|
15,910 |
|
1,123 |
|
2015 |
|
2012 |
|
Scholars Lane |
Stroudsburg, PA |
|
- |
|
340 |
|
16,313 |
|
- |
|
340 |
|
16,313 |
|
1,573 |
|
2014 |
|
2011 |
|
370 Whitestone Corner Road |
Summit, NJ |
|
- |
|
3,080 |
|
14,152 |
|
- |
|
3,080 |
|
14,152 |
|
2,633 |
|
2011 |
|
2001 |
|
41 Springfield Avenue |
Sunninghill, UKJ |
|
- |
|
12,338 |
|
44,799 |
|
- |
|
12,338 |
|
44,799 |
|
600 |
|
2014 |
|
2017 |
|
Bagshot Road |
Superior, WI |
|
- |
|
1,020 |
|
13,735 |
|
6,159 |
|
1,020 |
|
19,894 |
|
2,361 |
|
2009 |
|
2010 |
|
1915 North 34th Street |
Swanton, OH |
|
- |
|
330 |
|
6,370 |
|
- |
|
330 |
|
6,370 |
|
2,392 |
|
2004 |
|
1950 |
|
401 W. Airport Hwy. |
Terre Haute, IN |
|
- |
|
1,370 |
|
18,016 |
|
- |
|
1,370 |
|
18,016 |
|
1,408 |
|
2015 |
|
2015 |
|
395 8th Avenue |
Texarkana, TX |
|
- |
|
192 |
|
1,403 |
|
- |
|
192 |
|
1,403 |
|
781 |
|
1996 |
|
1996 |
|
4204 Moores Lane |
The Villages, FL |
|
- |
|
1,035 |
|
7,446 |
|
- |
|
1,035 |
|
7,446 |
|
878 |
|
2013 |
|
2014 |
|
2450 Parr Drive |
Thomasville, GA |
|
- |
|
530 |
|
12,520 |
|
- |
|
530 |
|
12,520 |
|
1,757 |
|
2011 |
|
2006 |
|
423 Covington Avenue |
Tomball, TX |
|
- |
|
1,050 |
|
13,300 |
|
840 |
|
1,050 |
|
14,140 |
|
2,438 |
|
2011 |
|
2001 |
|
1221 Graham Dr |
Toms River, NJ |
|
- |
|
1,610 |
|
34,627 |
|
865 |
|
1,679 |
|
35,423 |
|
6,545 |
|
2010 |
|
2005 |
|
1587 Old Freehold Rd |
Tonganoxie, KS |
|
- |
|
310 |
|
3,690 |
|
72 |
|
310 |
|
3,762 |
|
234 |
|
2015 |
|
2009 |
|
120 W 8th St |
Topeka, KS |
|
- |
|
260 |
|
12,712 |
|
- |
|
260 |
|
12,712 |
|
1,892 |
|
2012 |
|
2011 |
|
1931 Southwest Arvonia Place |
Towson, MD |
|
- |
|
1,180 |
|
13,280 |
|
195 |
|
1,180 |
|
13,475 |
|
2,589 |
|
2011 |
|
1973 |
|
7700 York Road |
Troy, OH |
|
- |
|
200 |
|
2,000 |
|
4,254 |
|
200 |
|
6,254 |
|
2,009 |
|
1997 |
|
1997 |
|
81 S. Stanfield Rd. |
Troy, OH |
|
- |
|
470 |
|
16,730 |
|
- |
|
470 |
|
16,730 |
|
6,074 |
|
2004 |
|
1971 |
|
512 Crescent Drive |
Trumbull, CT |
|
- |
|
4,440 |
|
43,384 |
|
- |
|
4,440 |
|
43,384 |
|
7,703 |
|
2011 |
|
2001 |
|
6949 Main Street |
Tulsa, OK |
|
- |
|
3,003 |
|
6,025 |
|
20 |
|
3,003 |
|
6,045 |
|
3,432 |
|
2006 |
|
1992 |
|
3219 S. 79th E. Ave. |
Tulsa, OK |
|
- |
|
1,390 |
|
7,110 |
|
1,102 |
|
1,390 |
|
8,212 |
|
1,708 |
|
2010 |
|
1998 |
|
7220 S. Yale Ave. |
Tulsa, OK |
|
- |
|
1,320 |
|
10,087 |
|
- |
|
1,320 |
|
10,087 |
|
1,529 |
|
2011 |
|
2012 |
|
7902 South Mingo Road East |
Tulsa, OK |
|
- |
|
1,100 |
|
27,007 |
|
- |
|
1,100 |
|
27,007 |
|
597 |
|
2015 |
|
2017 |
|
18001 East 51st Street |
Tulsa, OK |
|
13,000 |
|
1,752 |
|
28,421 |
|
- |
|
1,752 |
|
28,421 |
|
407 |
|
2017 |
|
2014 |
|
701 W 71st Street South |
Tulsa, OK |
|
- |
|
890 |
|
9,410 |
|
- |
|
890 |
|
9,410 |
|
44 |
|
2017 |
|
2009 |
|
7210 South Yale Avenue |
Tyler, TX |
|
- |
|
650 |
|
5,268 |
|
- |
|
650 |
|
5,268 |
|
1,509 |
|
2006 |
|
2007 |
|
5550 Old Jacksonville Hwy. |
Upper Providence, PA |
|
- |
|
1,900 |
|
28,195 |
|
- |
|
1,900 |
|
28,195 |
|
1,968 |
|
2013 |
|
2015 |
|
1133 Black Rock Road |
Vacaville, CA |
|
- |
|
900 |
|
17,100 |
|
1,651 |
|
900 |
|
18,751 |
|
6,462 |
|
2005 |
|
1987 |
|
799 Yellowstone Dr. |
Vallejo, CA |
|
- |
|
4,000 |
|
18,000 |
|
2,344 |
|
4,030 |
|
20,315 |
|
6,950 |
|
2005 |
|
1989 |
|
350 Locust Dr. |
Vallejo, CA |
|
- |
|
2,330 |
|
15,407 |
|
310 |
|
2,330 |
|
15,717 |
|
4,110 |
|
2010 |
|
1990 |
|
2261 Tuolumne |
Valparaiso, IN |
|
- |
|
112 |
|
2,558 |
|
- |
|
112 |
|
2,558 |
|
1,146 |
|
2001 |
|
1998 |
|
2601 Valparaiso St. |
Valparaiso, IN |
|
- |
|
108 |
|
2,962 |
|
- |
|
108 |
|
2,962 |
|
1,309 |
|
2001 |
|
1999 |
|
2501 Valparaiso St. |
Vancouver, WA |
|
- |
|
1,820 |
|
19,042 |
|
270 |
|
1,821 |
|
19,311 |
|
4,822 |
|
2010 |
|
2006 |
|
10011 NE 118th Ave |
Venice, FL |
|
- |
|
1,150 |
|
10,674 |
|
- |
|
1,150 |
|
10,674 |
|
2,415 |
|
2008 |
|
2009 |
|
1600 Center Rd. |
Vero Beach, FL |
|
- |
|
263 |
|
3,187 |
|
- |
|
263 |
|
3,187 |
|
1,398 |
|
2001 |
|
1999 |
|
420 4th Ct. |
Vero Beach, FL |
|
- |
|
297 |
|
3,263 |
|
- |
|
297 |
|
3,263 |
|
1,441 |
|
2001 |
|
1996 |
|
410 4th Ct. |
Virginia Beach, VA |
|
- |
|
1,540 |
|
22,593 |
|
- |
|
1,540 |
|
22,593 |
|
1,996 |
|
2014 |
|
1993 |
|
5520 Indian River Rd |
Voorhees, NJ |
|
- |
|
1,800 |
|
37,299 |
|
671 |
|
1,800 |
|
37,970 |
|
7,042 |
|
2011 |
|
1965 |
|
2601 Evesham Road |
Voorhees, NJ |
|
- |
|
1,900 |
|
26,040 |
|
894 |
|
1,900 |
|
26,934 |
|
5,017 |
|
2011 |
|
1985 |
|
3001 Evesham Road |
Voorhees, NJ |
|
- |
|
3,100 |
|
25,950 |
|
26 |
|
3,100 |
|
25,976 |
|
3,724 |
|
2011 |
|
2013 |
|
113 South Route 73 |
Voorhees, NJ |
|
- |
|
3,700 |
|
24,312 |
|
1,631 |
|
3,847 |
|
25,796 |
|
3,228 |
|
2012 |
|
2013 |
|
311 Route 73 |
Wabash, IN |
|
- |
|
670 |
|
14,588 |
|
- |
|
670 |
|
14,588 |
|
1,381 |
|
2014 |
|
2013 |
|
20 John Kissinger Drive |
Waconia, MN |
|
- |
|
890 |
|
14,726 |
|
4,495 |
|
890 |
|
19,221 |
|
3,073 |
|
2011 |
|
2005 |
|
500 Cherry Street |
Wake Forest, NC |
|
- |
|
200 |
|
3,003 |
|
1,742 |
|
200 |
|
4,745 |
|
2,197 |
|
1998 |
|
1999 |
|
611 S. Brooks St. |
Wall, NJ |
|
- |
|
1,650 |
|
25,350 |
|
2,499 |
|
1,692 |
|
27,807 |
|
4,554 |
|
2011 |
|
2003 |
|
2021 Highway 35 |
Walsall, UKG |
|
- |
|
1,184 |
|
8,562 |
|
942 |
|
1,299 |
|
9,389 |
|
702 |
|
2015 |
|
2015 |
|
Little Aston Road |
Wamego, KS |
|
- |
|
40 |
|
2,510 |
|
55 |
|
40 |
|
2,565 |
|
149 |
|
2015 |
|
1996 |
|
1607 4th St |
Wareham, MA |
|
- |
|
875 |
|
10,313 |
|
1,701 |
|
875 |
|
12,014 |
|
5,255 |
|
2002 |
|
1989 |
|
50 Indian Neck Rd. |
Warren, NJ |
|
- |
|
2,000 |
|
30,810 |
|
1,014 |
|
2,000 |
|
31,824 |
|
5,165 |
|
2011 |
|
1999 |
|
274 King George Rd |
Watchung, NJ |
|
- |
|
1,920 |
|
24,880 |
|
1,138 |
|
1,991 |
|
25,947 |
|
4,363 |
|
2011 |
|
2000 |
|
680 Mountain Boulevard |
Waukee, IA |
|
- |
|
1,870 |
|
31,878 |
|
1,075 |
|
1,870 |
|
32,953 |
|
4,544 |
|
2012 |
|
2007 |
|
1650 SE Holiday Crest Circle |
Waxahachie, TX |
|
- |
|
650 |
|
5,763 |
|
- |
|
650 |
|
5,763 |
|
1,521 |
|
2007 |
|
2008 |
|
1329 Brown St. |
Weatherford, TX |
|
- |
|
660 |
|
5,261 |
|
- |
|
660 |
|
5,261 |
|
1,519 |
|
2006 |
|
2007 |
|
1818 Martin Drive |
Wellingborough, UKF |
|
- |
|
1,480 |
|
5,724 |
|
696 |
|
1,623 |
|
6,277 |
|
538 |
|
2015 |
|
2015 |
|
159 Northampton |
West Bend, WI |
|
- |
|
620 |
|
17,790 |
|
38 |
|
620 |
|
17,828 |
|
2,837 |
|
2010 |
|
2011 |
|
2130 Continental Dr |
West Chester, PA |
|
- |
|
1,350 |
|
29,237 |
|
260 |
|
1,350 |
|
29,497 |
|
5,462 |
|
2011 |
|
1974 |
|
800 West Miner Street |
West Orange, NJ |
|
- |
|
2,280 |
|
10,687 |
|
187 |
|
2,280 |
|
10,874 |
|
2,249 |
|
2011 |
|
1963 |
|
20 Summit Street |
Westerville, OH |
|
- |
|
740 |
|
8,287 |
|
3,105 |
|
740 |
|
11,392 |
|
9,171 |
|
1998 |
|
2001 |
|
690 Cooper Rd. |
Westfield, IN |
|
- |
|
890 |
|
15,964 |
|
- |
|
890 |
|
15,964 |
|
1,499 |
|
2014 |
|
2013 |
|
937 E. 186th Street |
Westfield, NJ |
|
- |
|
2,270 |
|
16,589 |
|
497 |
|
2,270 |
|
17,086 |
|
3,481 |
|
2011 |
|
1970 |
|
1515 Lamberts Mill Road |
Weston Super Mare, UKK |
|
- |
|
2,517 |
|
7,054 |
|
925 |
|
2,760 |
|
7,736 |
|
905 |
|
2013 |
|
2011 |
|
141b Milton Road |
White Lake, MI |
|
- |
|
2,920 |
|
20,179 |
|
92 |
|
2,920 |
|
20,271 |
|
3,951 |
|
2010 |
|
2000 |
|
935 Union Lake Rd |
Wichita, KS |
|
- |
|
1,400 |
|
11,000 |
|
- |
|
1,400 |
|
11,000 |
|
4,399 |
|
2006 |
|
1997 |
|
505 North Maize Road |
Wichita, KS |
|
- |
|
860 |
|
8,873 |
|
- |
|
860 |
|
8,873 |
|
1,527 |
|
2011 |
|
2012 |
|
10604 E 13th Street North |
Wichita, KS |
|
13,001 |
|
627 |
|
19,748 |
|
- |
|
629 |
|
19,752 |
|
2,810 |
|
2012 |
|
2009 |
|
2050 North Webb Road |
Wichita, KS |
|
- |
|
260 |
|
2,240 |
|
114 |
|
260 |
|
2,354 |
|
137 |
|
2015 |
|
1992 |
|
900 N Bayshore Dr |
Wichita, KS |
|
- |
|
900 |
|
10,134 |
|
- |
|
900 |
|
10,134 |
|
1,646 |
|
2011 |
|
2012 |
|
10600 E 13th Street North |
Williamstown, KY |
|
- |
|
70 |
|
6,430 |
|
- |
|
70 |
|
6,430 |
|
2,352 |
|
2005 |
|
1987 |
|
201 Kimberly Lane |
Wilmington, DE |
|
- |
|
800 |
|
9,494 |
|
114 |
|
800 |
|
9,608 |
|
1,906 |
|
2011 |
|
1970 |
|
810 S Broom Street |
Wilmington, NC |
|
- |
|
210 |
|
2,991 |
|
- |
|
210 |
|
2,991 |
|
1,489 |
|
1999 |
|
1999 |
|
3501 Converse Dr. |
Wilmington, NC |
|
- |
|
400 |
|
15,356 |
|
- |
|
400 |
|
15,356 |
|
1,401 |
|
2014 |
|
2012 |
|
3828 Independence Blvd |
Windsor, CT |
|
- |
|
2,250 |
|
8,539 |
|
1,855 |
|
2,250 |
|
10,394 |
|
2,104 |
|
2011 |
|
1969 |
|
One Emerson Drive |
Windsor, CT |
|
- |
|
1,800 |
|
600 |
|
970 |
|
1,800 |
|
1,570 |
|
470 |
|
2011 |
|
1974 |
|
One Emerson Drive |
Winston-Salem, NC |
|
- |
|
360 |
|
2,514 |
|
459 |
|
360 |
|
2,973 |
|
1,199 |
|
2003 |
|
1996 |
|
2980 Reynolda Rd. |
Winter Garden, FL |
|
- |
|
1,110 |
|
7,937 |
|
- |
|
1,110 |
|
7,937 |
|
1,145 |
|
2012 |
|
2013 |
|
720 Roper Road |
Witherwack, UKC |
|
- |
|
944 |
|
6,915 |
|
759 |
|
1,035 |
|
7,583 |
|
888 |
|
2013 |
|
2009 |
|
Whitchurch Road |
Wolverhampton, UKG |
|
- |
|
1,573 |
|
6,678 |
|
797 |
|
1,725 |
|
7,323 |
|
865 |
|
2013 |
|
2011 |
|
378 Prestonwood Road |
Woodbury, MN |
|
- |
|
1,317 |
|
20,935 |
|
- |
|
1,317 |
|
20,935 |
|
454 |
|
2017 |
|
2015 |
|
2195 Century Avenue South |
Worcester, MA |
|
- |
|
3,500 |
|
54,099 |
|
- |
|
3,500 |
|
54,099 |
|
11,586 |
|
2007 |
|
2009 |
|
101 Barry Road |
Worcester, MA |
|
- |
|
2,300 |
|
9,060 |
|
6,000 |
|
2,300 |
|
15,060 |
|
3,152 |
|
2008 |
|
1993 |
|
378 Plantation St. |
Wyncote, PA |
|
- |
|
2,700 |
|
22,244 |
|
274 |
|
2,700 |
|
22,518 |
|
4,282 |
|
2011 |
|
1960 |
|
1245 Church Road |
York, UKE |
|
- |
|
2,961 |
|
8,266 |
|
1,085 |
|
3,247 |
|
9,064 |
|
758 |
|
2014 |
|
2006 |
|
Rosetta Way, Boroughbridge Road |
Youngsville, NC |
|
- |
|
380 |
|
10,689 |
|
- |
|
380 |
|
10,689 |
|
950 |
|
2014 |
|
2013 |
|
100 Sunset Drive |
Zionsville, IN |
$ |
- |
$ |
1,610 |
$ |
22,400 |
$ |
1,691 |
$ |
1,610 |
$ |
24,091 |
$ |
4,523 |
|
2010 |
|
2009 |
|
11755 N Michigan Rd |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triple-net total |
$ |
343,361 |
$ |
818,863 |
$ |
7,759,508 |
$ |
382,344 |
$ |
847,780 |
$ |
8,112,937 |
$ |
1,380,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
98
Welltower Inc. |
|
|
|||||||||||||||||||
Schedule III |
|
|
|||||||||||||||||||
Real Estate and Accumulated Depreciation |
|
|
|||||||||||||||||||
December 31, 2017 |
|
|
|||||||||||||||||||
(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 |
$ |
1,484 |
$ |
14 |
$ |
32,816 |
$ |
5,154 |
|
2013 |
|
2000 |
|
10 Devon Drive |
Adderbury, UKJ |
|
|
- |
|
2,274 |
|
13,222 |
|
- |
|
2,274 |
|
13,222 |
|
280 |
|
2015 |
|
2017 |
|
Banbury Road |
Agawam, MA |
|
|
- |
|
880 |
|
10,044 |
|
671 |
|
959 |
|
10,636 |
|
2,802 |
|
2011 |
|
1996 |
|
153 Cardinal Drive |
Albuquerque, NM |
|
|
- |
|
1,270 |
|
20,837 |
|
1,824 |
|
1,276 |
|
22,655 |
|
5,732 |
|
2010 |
|
1984 |
|
500 Paisano St NE |
Alhambra, CA |
|
|
- |
|
600 |
|
6,305 |
|
9,025 |
|
600 |
|
15,330 |
|
1,776 |
|
2011 |
|
1923 |
|
1118 N. Stoneman Ave. |
Altrincham, UKD |
|
|
- |
|
4,244 |
|
25,187 |
|
3,246 |
|
4,654 |
|
28,023 |
|
5,255 |
|
2012 |
|
2009 |
|
295 Hale Road |
Amherstview, ON |
|
|
583 |
|
473 |
|
4,446 |
|
770 |
|
537 |
|
5,152 |
|
717 |
|
2015 |
|
1974 |
|
4567 Bath Road |
Arlington, VA |
|
|
- |
|
8,385 |
|
31,198 |
|
15,714 |
|
8,385 |
|
46,912 |
|
- |
|
2017 |
|
1992 |
|
900 N Taylor Street |
Arlington, TX |
|
|
20,668 |
|
1,660 |
|
37,395 |
|
3,110 |
|
1,709 |
|
40,456 |
|
9,983 |
|
2012 |
|
2000 |
|
1250 West Pioneer Parkway |
Arnprior, ON |
|
|
303 |
|
788 |
|
6,283 |
|
961 |
|
880 |
|
7,152 |
|
1,435 |
|
2013 |
|
1991 |
|
15 Arthur Street |
Atlanta, GA |
|
|
- |
|
2,100 |
|
20,603 |
|
1,167 |
|
2,154 |
|
21,717 |
|
3,478 |
|
2014 |
|
2000 |
|
1000 Lenox Park Blvd NE |
Austin, TX |
|
|
- |
|
1,560 |
|
21,413 |
|
185 |
|
1,560 |
|
21,598 |
|
2,408 |
|
2014 |
|
2013 |
|
11330 Farrah Lane |
Austin, TX |
|
|
- |
|
4,200 |
|
74,850 |
|
510 |
|
4,200 |
|
75,361 |
|
6,004 |
|
2015 |
|
2014 |
|
4310 Bee Caves Road |
Avon, CT |
|
|
- |
|
1,550 |
|
30,571 |
|
3,806 |
|
1,588 |
|
34,339 |
|
9,420 |
|
2011 |
|
1998 |
|
101 Bickford Extension |
Azusa, CA |
|
|
- |
|
570 |
|
3,141 |
|
7,769 |
|
570 |
|
10,910 |
|
3,003 |
|
1998 |
|
1953 |
|
125 W. Sierra Madre Ave. |
Bagshot, UKJ |
|
|
- |
|
4,960 |
|
29,881 |
|
3,750 |
|
5,445 |
|
33,146 |
|
6,692 |
|
2012 |
|
2009 |
|
14 - 16 London Road |
Banstead, UKJ |
|
|
- |
|
6,695 |
|
55,113 |
|
7,232 |
|
7,342 |
|
61,698 |
|
10,975 |
|
2012 |
|
2005 |
|
Croydon Lane |
Basingstoke, UKJ |
|
|
- |
|
3,420 |
|
18,853 |
|
2,220 |
|
3,750 |
|
20,742 |
|
2,112 |
|
2014 |
|
2012 |
|
Grove Road |
Basking Ridge, NJ |
|
|
- |
|
2,356 |
|
37,710 |
|
1,359 |
|
2,395 |
|
39,031 |
|
6,952 |
|
2013 |
|
2002 |
|
404 King George Road |
Bassett, UKJ |
|
|
- |
|
4,874 |
|
32,304 |
|
5,617 |
|
5,358 |
|
37,436 |
|
7,099 |
|
2013 |
|
2006 |
|
111 Burgess Road |
Bath, UKK |
|
|
- |
|
2,855 |
|
12,485 |
|
- |
|
2,855 |
|
12,485 |
|
237 |
|
2015 |
|
2017 |
|
Clarks Way, Rush Hill |
Baton Rouge, LA |
|
|
9,017 |
|
790 |
|
29,436 |
|
612 |
|
842 |
|
29,996 |
|
5,264 |
|
2013 |
|
2009 |
|
9351 Siegen Lane |
Beaconsfield, UKJ |
|
|
- |
|
5,566 |
|
50,952 |
|
5,591 |
|
6,115 |
|
55,993 |
|
9,757 |
|
2013 |
|
2009 |
|
30-34 Station Road |
Beaconsfield, QC |
|
|
- |
|
1,149 |
|
17,484 |
|
2,304 |
|
1,335 |
|
19,602 |
|
4,833 |
|
2013 |
|
2008 |
|
505 Elm Avenue |
Bedford, NH |
|
|
- |
|
2,527 |
|
28,748 |
|
2,105 |
|
2,548 |
|
30,832 |
|
4,927 |
|
2011 |
|
2012 |
|
5 Corporate Drive |
Bee Cave, TX |
|
|
- |
|
1,820 |
|
21,084 |
|
708 |
|
1,820 |
|
21,792 |
|
1,755 |
|
2016 |
|
2014 |
|
14058 A Bee Cave Parkway |
Bellevue, WA |
|
|
- |
|
2,800 |
|
19,004 |
|
2,072 |
|
2,816 |
|
21,060 |
|
4,586 |
|
2013 |
|
1998 |
|
15928 NE 8th Street |
Belmont, CA |
|
|
- |
|
3,000 |
|
23,526 |
|
2,254 |
|
3,000 |
|
25,780 |
|
6,244 |
|
2011 |
|
1971 |
|
1301 Ralston Avenue |
Belmont, CA |
|
|
- |
|
- |
|
35,300 |
|
1,837 |
|
37 |
|
37,100 |
|
6,940 |
|
2013 |
|
2002 |
|
1010 Alameda de Las Pulgas |
Berkeley, CA |
|
|
12,433 |
|
3,050 |
|
32,677 |
|
3,757 |
|
3,050 |
|
36,434 |
|
3,323 |
|
2016 |
|
1966 |
|
2235 Sacramento Street |
Bethesda, MD |
|
|
- |
|
- |
|
45,309 |
|
593 |
|
3 |
|
45,900 |
|
8,359 |
|
2013 |
|
2009 |
|
8300 Burdett Road |
Bethesda, MD |
|
|
- |
|
- |
|
45 |
|
489 |
|
- |
|
534 |
|
67 |
|
2013 |
|
2009 |
|
8300 Burdett Road |
Bethesda, MD |
|
|
- |
|
- |
|
212 |
|
871 |
|
- |
|
1,083 |
|
128 |
|
2013 |
|
2009 |
|
8300 Burdett Road |
Billerica, MA |
|
|
- |
|
1,619 |
|
21,381 |
|
753 |
|
1,624 |
|
22,130 |
|
2,501 |
|
2015 |
|
2000 |
|
20 Charnstaffe Lane |
Birmingham, UKG |
|
|
- |
|
4 |
|
21,321 |
|
2,252 |
|
30 |
|
23,547 |
|
4,629 |
|
2013 |
|
2006 |
|
5 Church Road, Edgbaston |
Birmingham, UKG |
|
|
- |
|
1,480 |
|
13,014 |
|
1,500 |
|
1,623 |
|
14,371 |
|
423 |
|
2015 |
|
2016 |
|
47 Bristol Road South |
Birmingham, UKG |
|
|
- |
|
2,807 |
|
11,313 |
|
1,449 |
|
3,078 |
|
12,491 |
|
335 |
|
2015 |
|
2016 |
|
134 Jockey Road |
Blainville, QC |
|
|
- |
|
2,077 |
|
8,902 |
|
1,398 |
|
2,306 |
|
10,071 |
|
2,907 |
|
2013 |
|
2008 |
|
50 des Chateaux Boulevard |
Bloomfield Hills, MI |
|
|
- |
|
2,000 |
|
35,662 |
|
767 |
|
2,008 |
|
36,421 |
|
6,477 |
|
2013 |
|
2009 |
|
6790 Telegraph Road |
Borehamwood, UKH |
|
|
- |
|
5,367 |
|
41,937 |
|
5,041 |
|
5,900 |
|
46,445 |
|
8,293 |
|
2012 |
|
2003 |
|
Edgwarebury Lane |
Bothell, WA |
|
|
- |
|
1,350 |
|
13,439 |
|
4,808 |
|
1,361 |
|
18,237 |
|
1,626 |
|
2015 |
|
1988 |
|
10605 NE 185th Street |
Boulder, CO |
|
|
- |
|
2,994 |
|
27,458 |
|
2,065 |
|
3,022 |
|
29,495 |
|
6,557 |
|
2013 |
|
2003 |
|
3955 28th Street |
Bournemouth, UKK |
|
|
- |
|
5,527 |
|
42,547 |
|
5,311 |
|
6,061 |
|
47,324 |
|
6,943 |
|
2013 |
|
2008 |
|
42 Belle Vue Road |
Braintree, MA |
|
|
- |
|
- |
|
41,290 |
|
862 |
|
56 |
|
42,097 |
|
7,828 |
|
2013 |
|
2007 |
|
618 Granite Street |
Brampton, ON |
|
|
45,677 |
|
10,256 |
|
60,021 |
|
5,524 |
|
11,107 |
|
64,694 |
|
8,646 |
|
2015 |
|
2009 |
|
100 Ken Whillans Drive |
Brighton, MA |
|
|
9,911 |
|
2,100 |
|
14,616 |
|
1,391 |
|
2,109 |
|
15,998 |
|
4,149 |
|
2011 |
|
1995 |
|
50 Sutherland Road |
Brockport, NY |
|
|
- |
|
1,500 |
|
23,496 |
|
503 |
|
1,705 |
|
23,794 |
|
3,164 |
|
2015 |
|
1999 |
|
90 West Avenue |
Brockville, ON |
|
|
4,808 |
|
484 |
|
7,445 |
|
1,040 |
|
543 |
|
8,426 |
|
1,034 |
|
2015 |
|
1996 |
|
1026 Bridlewood Drive |
Brookfield, CT |
|
|
- |
|
2,250 |
|
30,180 |
|
2,422 |
|
2,262 |
|
32,590 |
|
8,207 |
|
2011 |
|
1999 |
|
246A Federal Road |
Broomfield, CO |
|
|
- |
|
4,140 |
|
44,547 |
|
11,669 |
|
10,135 |
|
50,221 |
|
14,474 |
|
2013 |
|
2009 |
|
400 Summit Blvd |
Brossard, QC |
|
|
11,807 |
|
5,499 |
|
31,854 |
|
3,168 |
|
5,912 |
|
34,609 |
|
4,674 |
|
2015 |
|
1989 |
|
2455 Boulevard Rome |
Buckingham, UKJ |
|
|
- |
|
2,979 |
|
13,880 |
|
1,764 |
|
3,267 |
|
15,356 |
|
2,047 |
|
2014 |
|
1883 |
|
Church Street |
Buffalo Grove, IL |
|
|
- |
|
2,850 |
|
49,129 |
|
1,272 |
|
2,850 |
|
50,401 |
|
9,134 |
|
2012 |
|
2003 |
|
500 McHenry Road |
Burbank, CA |
|
|
- |
|
4,940 |
|
43,466 |
|
1,324 |
|
4,940 |
|
44,790 |
|
9,465 |
|
2012 |
|
2002 |
|
455 E. Angeleno Avenue |
Burbank, CA |
|
|
19,593 |
|
3,610 |
|
50,817 |
|
3,284 |
|
3,610 |
|
54,101 |
|
4,187 |
|
2016 |
|
1985 |
|
2721 Willow Street |
Burleson, TX |
|
|
- |
|
3,150 |
|
10,437 |
|
626 |
|
3,150 |
|
11,063 |
|
1,049 |
|
2012 |
|
2014 |
|
621 Old Highway 1187 |
Burlingame, CA |
|
|
- |
|
- |
|
62,786 |
|
- |
|
- |
|
62,786 |
|
980 |
|
2016 |
|
2015 |
|
1818 Trousdale Avenue |
Burlington, ON |
|
|
13,151 |
|
1,309 |
|
19,311 |
|
2,496 |
|
1,453 |
|
21,663 |
|
4,163 |
|
2013 |
|
1990 |
|
500 Appleby Line |
Burlington, MA |
|
|
- |
|
2,443 |
|
34,354 |
|
1,350 |
|
2,522 |
|
35,626 |
|
6,963 |
|
2013 |
|
2005 |
|
24 Mall Road |
Burlington, MA |
|
|
- |
|
2,750 |
|
57,488 |
|
3,167 |
|
2,750 |
|
60,655 |
|
3,673 |
|
2016 |
|
2011 |
|
50 Greenleaf Way |
Calabasas, CA |
|
|
- |
|
- |
|
6,438 |
|
977 |
|
- |
|
7,415 |
|
5,256 |
|
2013 |
|
1972 |
|
25100 Calabasas Road |
Calgary, AB |
|
|
12,898 |
|
2,252 |
|
37,415 |
|
4,862 |
|
2,492 |
|
42,036 |
|
8,321 |
|
2013 |
|
2003 |
|
20 Promenade Way SE |
Calgary, AB |
|
|
14,751 |
|
2,793 |
|
41,179 |
|
4,956 |
|
3,098 |
|
45,831 |
|
8,857 |
|
2013 |
|
1998 |
|
80 Edenwold Drive NW |
Calgary, AB |
|
|
11,678 |
|
3,122 |
|
38,971 |
|
4,817 |
|
3,464 |
|
43,446 |
|
8,314 |
|
2013 |
|
1998 |
|
150 Scotia Landing NW |
Calgary, AB |
|
|
23,927 |
|
3,431 |
|
28,983 |
|
4,572 |
|
3,810 |
|
33,176 |
|
5,378 |
|
2013 |
|
1989 |
|
9229 16th Street SW |
Calgary, AB |
|
|
26,364 |
|
2,385 |
|
36,776 |
|
4,457 |
|
2,642 |
|
40,978 |
|
5,167 |
|
2015 |
|
2006 |
|
2220-162nd Avenue SW |
Camberley, UKJ |
|
|
- |
|
2,654 |
|
5,736 |
|
19,242 |
|
7,914 |
|
19,717 |
|
624 |
|
2014 |
|
2016 |
|
Fernhill Road |
Camberley, UKJ |
|
|
- |
|
731 |
|
3,164 |
|
- |
|
731 |
|
3,164 |
|
24 |
|
2014 |
|
2017 |
|
Fernhill Road |
Cardiff, UKL |
|
|
- |
|
3,191 |
|
12,566 |
|
1,786 |
|
3,499 |
|
14,043 |
|
3,315 |
|
2013 |
|
2007 |
|
127 Cyncoed Road |
Cardiff by the Sea, CA |
|
|
37,915 |
|
5,880 |
|
64,711 |
|
1,925 |
|
5,880 |
|
66,636 |
|
14,057 |
|
2011 |
|
2009 |
|
3535 Manchester Avenue |
Carol Stream, IL |
|
|
- |
|
1,730 |
|
55,048 |
|
1,723 |
|
1,730 |
|
56,771 |
|
11,184 |
|
2012 |
|
2001 |
|
545 Belmont Lane |
Carrollton, TX |
|
|
- |
|
4,280 |
|
31,444 |
|
941 |
|
4,280 |
|
32,385 |
|
3,353 |
|
2013 |
|
2010 |
|
2105 North Josey Lane |
Cary, NC |
|
|
- |
|
740 |
|
45,240 |
|
635 |
|
740 |
|
45,875 |
|
7,154 |
|
2013 |
|
2009 |
|
1206 West Chatham Street |
Cedar Park, TX |
|
|
- |
|
1,750 |
|
15,664 |
|
759 |
|
1,750 |
|
16,422 |
|
649 |
|
2016 |
|
2015 |
|
800 C-Bar Ranch Trail |
Centerville, MA |
|
|
- |
|
1,300 |
|
27,357 |
|
1,113 |
|
1,324 |
|
28,446 |
|
6,327 |
|
2011 |
|
1998 |
|
22 Richardson Road |
Cerritos, CA |
|
|
- |
|
- |
|
27,494 |
|
5,633 |
|
- |
|
33,127 |
|
3,641 |
|
2016 |
|
2002 |
|
11000 New Falcon Way |
Chatham, ON |
|
|
1,253 |
|
1,098 |
|
12,462 |
|
2,960 |
|
1,290 |
|
15,230 |
|
2,947 |
|
2015 |
|
1965 |
|
25 Keil Drive North |
Chelmsford, MA |
|
|
- |
|
1,589 |
|
26,432 |
|
1,214 |
|
1,651 |
|
27,585 |
|
2,988 |
|
2015 |
|
1997 |
|
199 Chelmsford Street |
Chertsey, UKJ |
|
|
- |
|
- |
|
105 |
|
- |
|
- |
|
105 |
|
- |
|
2015 |
|
1900 |
|
Bittams Lane |
Chesterfield, MO |
|
|
- |
|
1,857 |
|
48,366 |
|
1,299 |
|
1,917 |
|
49,605 |
|
8,273 |
|
2013 |
|
2001 |
|
1880 Clarkson Road |
Chorleywood, UKH |
|
|
- |
|
5,636 |
|
43,191 |
|
6,324 |
|
6,184 |
|
48,967 |
|
8,985 |
|
2013 |
|
2007 |
|
High View, Rickmansworth Road |
Chula Vista, CA |
|
|
- |
|
2,072 |
|
22,163 |
|
863 |
|
2,128 |
|
22,970 |
|
4,259 |
|
2013 |
|
2003 |
|
3302 Bonita Road |
Church Crookham, UKJ |
|
|
- |
|
2,591 |
|
14,215 |
|
1,832 |
|
2,855 |
|
15,783 |
|
2,283 |
|
2014 |
|
2014 |
|
Bourley Road |
Cincinnati, OH |
|
|
- |
|
2,060 |
|
109,388 |
|
13,115 |
|
2,078 |
|
122,485 |
|
22,924 |
|
2007 |
|
2010 |
|
5445 Kenwood Road |
Claremont, CA |
|
|
- |
|
2,430 |
|
9,928 |
|
1,375 |
|
2,483 |
|
11,249 |
|
2,373 |
|
2013 |
|
2001 |
|
2053 North Towne Avenue |
Cohasset, MA |
|
|
- |
|
2,485 |
|
26,147 |
|
1,758 |
|
2,487 |
|
27,903 |
|
5,172 |
|
2013 |
|
1998 |
|
125 King Street (Rt 3A) |
Colleyville, TX |
|
|
- |
|
1,050 |
|
17,082 |
|
40 |
|
1,050 |
|
17,122 |
|
459 |
|
2016 |
|
2013 |
|
8100 Precinct Line Road |
Colorado Springs, CO |
|
|
- |
|
800 |
|
14,756 |
|
1,801 |
|
1,017 |
|
16,341 |
|
3,010 |
|
2013 |
|
2001 |
|
2105 University Park Boulevard |
Concord, NH |
|
|
- |
|
720 |
|
21,164 |
|
789 |
|
779 |
|
21,893 |
|
4,812 |
|
2011 |
|
2001 |
|
300 Pleasant Street |
Coquitlam, BC |
|
|
10,477 |
|
3,047 |
|
24,567 |
|
3,268 |
|
3,375 |
|
27,507 |
|
6,467 |
|
2013 |
|
1990 |
|
1142 Dufferin Street |
Costa Mesa, CA |
|
|
- |
|
2,050 |
|
19,969 |
|
1,320 |
|
2,050 |
|
21,289 |
|
5,139 |
|
2011 |
|
1965 |
|
350 West Bay St |
Crystal Lake, IL |
|
|
- |
|
875 |
|
12,461 |
|
1,259 |
|
893 |
|
13,701 |
|
3,023 |
|
2013 |
|
2001 |
|
751 E Terra Cotta Avenue |
Dallas, TX |
|
|
- |
|
6,330 |
|
114,794 |
|
1,199 |
|
6,330 |
|
115,993 |
|
10,306 |
|
2015 |
|
2013 |
|
3535 N Hall Street |
Danvers, MA |
|
|
- |
|
1,120 |
|
14,557 |
|
1,045 |
|
1,145 |
|
15,576 |
|
3,873 |
|
2011 |
|
2000 |
|
1 Veronica Drive |
Danvers, MA |
|
|
- |
|
2,203 |
|
28,761 |
|
276 |
|
2,257 |
|
28,983 |
|
3,667 |
|
2015 |
|
1997 |
|
9 Summer Street |
Davenport, IA |
|
|
- |
|
1,403 |
|
35,893 |
|
3,632 |
|
1,480 |
|
39,448 |
|
9,192 |
|
2006 |
|
2009 |
|
4500 Elmore Ave. |
Decatur, GA |
|
|
- |
|
1,946 |
|
26,575 |
|
2,080 |
|
1,946 |
|
28,656 |
|
5,798 |
|
2013 |
|
1998 |
|
920 Clairemont Avenue |
Denver, CO |
|
|
12,033 |
|
1,450 |
|
19,389 |
|
3,119 |
|
1,470 |
|
22,489 |
|
4,114 |
|
2012 |
|
1997 |
|
4901 South Monaco Street |
Denver, CO |
|
|
- |
|
2,910 |
|
35,838 |
|
1,459 |
|
2,962 |
|
37,246 |
|
8,399 |
|
2012 |
|
2007 |
|
8101 E Mississippi Avenue |
Dix Hills, NY |
|
|
- |
|
3,808 |
|
39,014 |
|
1,430 |
|
3,824 |
|
40,428 |
|
7,473 |
|
2013 |
|
2003 |
|
337 Deer Park Road |
Dollard-Des-Ormeaux, QC |
|
|
- |
|
1,957 |
|
14,431 |
|
1,982 |
|
2,222 |
|
16,149 |
|
4,757 |
|
2013 |
|
2008 |
|
4377 St. Jean Blvd |
Dresher, PA |
|
|
6,966 |
|
1,900 |
|
10,664 |
|
896 |
|
1,914 |
|
11,547 |
|
3,259 |
|
2013 |
|
2006 |
|
1650 Susquehanna Road |
Dublin, OH |
|
|
- |
|
1,680 |
|
43,423 |
|
6,429 |
|
1,847 |
|
49,685 |
|
12,524 |
|
2010 |
|
1990 |
|
6470 Post Rd |
Dublin, OH |
|
|
- |
|
1,169 |
|
25,345 |
|
- |
|
1,169 |
|
25,345 |
|
452 |
|
2016 |
|
2015 |
|
4175 Stoneridge Lane |
East Haven, CT |
|
|
- |
|
2,660 |
|
35,533 |
|
3,109 |
|
2,681 |
|
38,621 |
|
11,385 |
|
2011 |
|
2000 |
|
111 South Shore Drive |
East Meadow, NY |
|
|
- |
|
69 |
|
45,991 |
|
1,360 |
|
124 |
|
47,296 |
|
8,545 |
|
2013 |
|
2002 |
|
1555 Glen Curtiss Boulevard |
East Setauket, NY |
|
|
- |
|
4,920 |
|
37,354 |
|
1,349 |
|
4,975 |
|
38,648 |
|
7,038 |
|
2013 |
|
2002 |
|
1 Sunrise Drive |
Eastbourne, UKJ |
|
|
- |
|
4,145 |
|
33,744 |
|
3,892 |
|
4,557 |
|
37,224 |
|
7,009 |
|
2013 |
|
2008 |
|
6 Upper Kings Drive |
Edgbaston, UKG |
|
|
- |
|
2,720 |
|
13,969 |
|
1,680 |
|
2,983 |
|
15,386 |
|
1,130 |
|
2014 |
|
2015 |
|
Pershore Road |
Edgewater, NJ |
|
|
- |
|
4,561 |
|
25,047 |
|
1,349 |
|
4,564 |
|
26,393 |
|
5,108 |
|
2013 |
|
2000 |
|
351 River Road |
Edison, NJ |
|
|
- |
|
1,892 |
|
32,314 |
|
1,463 |
|
1,905 |
|
33,764 |
|
8,522 |
|
2013 |
|
1996 |
|
1801 Oak Tree Road |
Edmonds, WA |
|
|
- |
|
1,650 |
|
24,449 |
|
2,665 |
|
1,651 |
|
27,113 |
|
2,679 |
|
2015 |
|
1976 |
|
21500 72nd Avenue West |
Edmonton, AB |
|
|
9,439 |
|
1,589 |
|
29,819 |
|
3,890 |
|
1,778 |
|
33,520 |
|
6,718 |
|
2013 |
|
1999 |
|
103 Rabbit Hill Court NW |
Edmonton, AB |
|
|
12,242 |
|
2,063 |
|
37,293 |
|
4,948 |
|
2,281 |
|
42,023 |
|
10,604 |
|
2013 |
|
1968 |
|
10015 103rd Avenue NW |
Encinitas, CA |
|
|
- |
|
1,460 |
|
7,721 |
|
2,946 |
|
1,460 |
|
10,667 |
|
4,504 |
|
2000 |
|
1988 |
|
335 Saxony Rd. |
Encino, CA |
|
|
- |
|
5,040 |
|
46,255 |
|
1,930 |
|
5,040 |
|
48,185 |
|
9,720 |
|
2012 |
|
2003 |
|
15451 Ventura Boulevard |
Escondido, CA |
|
|
- |
|
1,520 |
|
24,024 |
|
1,358 |
|
1,520 |
|
25,382 |
|
6,200 |
|
2011 |
|
1987 |
|
1500 Borden Rd |
Esher, UKJ |
|
|
- |
|
5,783 |
|
48,361 |
|
5,320 |
|
6,346 |
|
53,118 |
|
9,005 |
|
2013 |
|
2006 |
|
42 Copsem Lane |
Fairfax, VA |
|
|
- |
|
19 |
|
2,678 |
|
239 |
|
53 |
|
2,883 |
|
822 |
|
2013 |
|
1991 |
|
9207 Arlington Boulevard |
Fairfield, NJ |
|
|
- |
|
3,120 |
|
43,868 |
|
1,125 |
|
3,175 |
|
44,937 |
|
8,407 |
|
2013 |
|
1998 |
|
47 Greenbrook Road |
Fareham, UKJ |
|
|
- |
|
3,408 |
|
17,970 |
|
2,324 |
|
3,743 |
|
19,960 |
|
2,442 |
|
2014 |
|
2012 |
|
Redlands Lane |
Flossmoor, IL |
|
|
- |
|
1,292 |
|
9,496 |
|
1,633 |
|
1,339 |
|
11,082 |
|
2,631 |
|
2013 |
|
2000 |
|
19715 Governors Highway |
Folsom, CA |
|
|
- |
|
1,490 |
|
32,754 |
|
37 |
|
1,490 |
|
32,791 |
|
3,354 |
|
2015 |
|
2014 |
|
1574 Creekside Drive |
Fort Worth, TX |
|
|
- |
|
2,080 |
|
27,888 |
|
3,638 |
|
2,093 |
|
31,513 |
|
7,915 |
|
2012 |
|
2001 |
|
2151 Green Oaks Road |
Fort Worth, TX |
|
|
- |
|
1,740 |
|
19,799 |
|
1,012 |
|
1,740 |
|
20,811 |
|
1,610 |
|
2016 |
|
2014 |
|
7001 Bryant Irvin Road |
Franklin, MA |
|
|
- |
|
2,430 |
|
30,597 |
|
2,484 |
|
2,458 |
|
33,053 |
|
5,582 |
|
2013 |
|
1999 |
|
4 Forge Hill Road |
Frome, UKK |
|
|
- |
|
2,720 |
|
14,813 |
|
1,861 |
|
2,983 |
|
16,411 |
|
1,747 |
|
2014 |
|
2012 |
|
Welshmill Lane |
Fullerton, CA |
|
|
- |
|
1,964 |
|
19,989 |
|
837 |
|
1,998 |
|
20,792 |
|
4,094 |
|
2013 |
|
2008 |
|
2226 North Euclid Street |
Gahanna, OH |
|
|
- |
|
772 |
|
11,214 |
|
1,337 |
|
787 |
|
12,537 |
|
2,302 |
|
2013 |
|
1998 |
|
775 East Johnstown Road |
Gilbert, AZ |
|
|
15,747 |
|
2,160 |
|
28,246 |
|
949 |
|
2,176 |
|
29,179 |
|
7,465 |
|
2013 |
|
2008 |
|
580 S. Gilbert Road |
Gilroy, CA |
|
|
- |
|
760 |
|
13,880 |
|
24,812 |
|
1,578 |
|
37,875 |
|
10,084 |
|
2006 |
|
2007 |
|
7610 Isabella Way |
Glen Cove, NY |
|
|
- |
|
4,594 |
|
35,236 |
|
1,661 |
|
4,634 |
|
36,857 |
|
8,125 |
|
2013 |
|
1998 |
|
39 Forest Avenue |
Glenview, IL |
|
|
- |
|
2,090 |
|
69,288 |
|
2,757 |
|
2,090 |
|
72,045 |
|
13,683 |
|
2012 |
|
2001 |
|
2200 Golf Road |
Golden Valley, MN |
|
|
19,022 |
|
1,520 |
|
33,513 |
|
1,126 |
|
1,545 |
|
34,614 |
|
6,045 |
|
2013 |
|
2005 |
|
4950 Olson Memorial Highway |
Granbury, TX |
|
|
- |
|
2,040 |
|
30,670 |
|
502 |
|
2,040 |
|
31,172 |
|
5,475 |
|
2011 |
|
2009 |
|
100 Watermark Boulevard |
Grimsby, ON |
|
|
- |
|
636 |
|
5,617 |
|
803 |
|
708 |
|
6,348 |
|
885 |
|
2015 |
|
1991 |
|
84 Main Street East |
Grosse Pointe Woods, MI |
|
|
- |
|
950 |
|
13,662 |
|
494 |
|
950 |
|
14,156 |
|
2,422 |
|
2013 |
|
2006 |
|
1850 Vernier Road |
Grosse Pointe Woods, MI |
|
|
- |
|
1,430 |
|
31,777 |
|
962 |
|
1,435 |
|
32,734 |
|
5,626 |
|
2013 |
|
2005 |
|
21260 Mack Avenue |
Guelph, ON |
|
|
4,486 |
|
1,190 |
|
7,597 |
|
1,183 |
|
1,333 |
|
8,638 |
|
1,432 |
|
2015 |
|
1978 |
|
165 Cole Road |
Guildford, UKJ |
|
|
- |
|
5,361 |
|
56,494 |
|
6,278 |
|
5,879 |
|
62,254 |
|
10,783 |
|
2013 |
|
2006 |
|
Astolat Way, Peasmarsh |
Gurnee, IL |
|
|
- |
|
890 |
|
27,931 |
|
1,900 |
|
935 |
|
29,786 |
|
4,857 |
|
2013 |
|
2002 |
|
500 North Hunt Club Road |
Hamden, CT |
|
|
- |
|
1,460 |
|
24,093 |
|
1,698 |
|
1,487 |
|
25,764 |
|
6,780 |
|
2011 |
|
1999 |
|
35 Hamden Hills Drive |
Hampshire, UKJ |
|
|
- |
|
4,172 |
|
26,035 |
|
3,010 |
|
4,584 |
|
28,633 |
|
5,267 |
|
2013 |
|
2006 |
|
22-26 Church Road |
Haverhill, MA |
|
|
- |
|
1,720 |
|
50,046 |
|
968 |
|
1,723 |
|
51,010 |
|
6,411 |
|
2015 |
|
1997 |
|
254 Amesbury Road |
Henderson, NV |
|
|
- |
|
880 |
|
29,809 |
|
645 |
|
897 |
|
30,437 |
|
5,605 |
|
2011 |
|
2009 |
|
1935 Paseo Verde Parkway |
Henderson, NV |
|
|
- |
|
1,190 |
|
11,600 |
|
774 |
|
1,252 |
|
12,312 |
|
3,374 |
|
2013 |
|
2008 |
|
1555 West Horizon Ridge Parkway |
High Wycombe, UKJ |
|
|
- |
|
3,784 |
|
14,191 |
|
- |
|
3,784 |
|
14,191 |
|
241 |
|
2015 |
|
2017 |
|
The Row Lane End |
Highland Park, IL |
|
|
- |
|
2,250 |
|
25,313 |
|
1,223 |
|
2,265 |
|
26,521 |
|
5,662 |
|
2013 |
|
2005 |
|
1601 Green Bay Road |
Hingham, MA |
|
|
- |
|
1,440 |
|
32,292 |
|
176 |
|
1,440 |
|
32,467 |
|
3,666 |
|
2015 |
|
2012 |
|
1 Sgt. William B Terry Drive |
Holbrook, NY |
|
|
- |
|
3,957 |
|
35,337 |
|
1,109 |
|
4,021 |
|
36,382 |
|
6,615 |
|
2013 |
|
2001 |
|
320 Patchogue Holbrook Road |
Horley, UKJ |
|
|
- |
|
2,332 |
|
12,144 |
|
1,521 |
|
2,565 |
|
13,432 |
|
1,981 |
|
2014 |
|
2014 |
|
Court Lodge Road |
Houston, TX |
|
|
- |
|
3,830 |
|
55,674 |
|
6,489 |
|
3,830 |
|
62,163 |
|
13,392 |
|
2012 |
|
1998 |
|
2929 West Holcombe Boulevard |
Houston, TX |
|
|
16,922 |
|
1,040 |
|
31,965 |
|
5,561 |
|
1,049 |
|
37,517 |
|
7,104 |
|
2012 |
|
1999 |
|
505 Bering Drive |
Houston, TX |
|
|
- |
|
1,750 |
|
15,603 |
|
1,264 |
|
1,750 |
|
16,867 |
|
738 |
|
2016 |
|
2014 |
|
10120 Louetta Road |
Huntington Beach, CA |
|
|
- |
|
3,808 |
|
31,172 |
|
2,429 |
|
3,886 |
|
33,523 |
|
7,290 |
|
2013 |
|
2004 |
|
7401 Yorktown Avenue |
Irving, TX |
|
|
- |
|
1,030 |
|
6,823 |
|
1,508 |
|
1,030 |
|
8,331 |
|
2,428 |
|
2007 |
|
1999 |
|
8855 West Valley Ranch Parkway |
Johns Creek, GA |
|
|
- |
|
1,580 |
|
23,285 |
|
586 |
|
1,588 |
|
23,863 |
|
4,448 |
|
2013 |
|
2009 |
|
11405 Medlock Bridge Road |
Kanata, ON |
|
|
- |
|
1,689 |
|
28,670 |
|
2,642 |
|
1,812 |
|
31,189 |
|
5,491 |
|
2012 |
|
2005 |
|
70 Stonehaven Drive |
Kansas City, MO |
|
|
- |
|
1,820 |
|
34,898 |
|
4,570 |
|
1,845 |
|
39,443 |
|
10,363 |
|
2010 |
|
1980 |
|
12100 Wornall Road |
Kansas City, MO |
|
|
5,620 |
|
1,930 |
|
39,997 |
|
4,369 |
|
1,963 |
|
44,333 |
|
11,808 |
|
2010 |
|
1986 |
|
6500 North Cosby Ave |
Kansas City, MO |
|
|
- |
|
541 |
|
23,962 |
|
173 |
|
545 |
|
24,131 |
|
2,418 |
|
2015 |
|
2014 |
|
6460 North Cosby Avenue |
Kelowna, BC |
|
|
5,942 |
|
2,688 |
|
13,647 |
|
2,103 |
|
2,984 |
|
15,453 |
|
3,689 |
|
2013 |
|
1999 |
|
863 Leon Avenue |
Kennebunk, ME |
|
|
- |
|
2,700 |
|
30,204 |
|
4,739 |
|
3,200 |
|
34,442 |
|
11,037 |
|
2013 |
|
2006 |
|
One Huntington Common Drive |
Kingston, ON |
|
|
4,767 |
|
1,030 |
|
11,416 |
|
1,637 |
|
1,154 |
|
12,928 |
|
1,574 |
|
2015 |
|
1983 |
|
181 Ontario Street |
Kingwood, TX |
|
|
- |
|
480 |
|
9,777 |
|
1,080 |
|
480 |
|
10,857 |
|
2,524 |
|
2011 |
|
1999 |
|
22955 Eastex Freeway |
Kingwood, TX |
|
|
- |
|
1,683 |
|
24,207 |
|
2,448 |
|
1,683 |
|
26,655 |
|
496 |
|
2017 |
|
2012 |
|
24025 Kingwood Place |
Kirkland, WA |
|
|
24,600 |
|
3,450 |
|
38,709 |
|
848 |
|
3,515 |
|
39,491 |
|
7,883 |
|
2011 |
|
2009 |
|
14 Main Street South |
Kitchener, ON |
|
|
1,514 |
|
708 |
|
2,744 |
|
393 |
|
708 |
|
3,138 |
|
727 |
|
2013 |
|
1979 |
|
164 - 168 Ferfus Avenue |
Kitchener, ON |
|
|
4,833 |
|
1,130 |
|
9,939 |
|
1,367 |
|
1,267 |
|
11,169 |
|
2,307 |
|
2013 |
|
1988 |
|
20 Fieldgate Street |
Kitchener, ON |
|
|
3,682 |
|
1,093 |
|
7,327 |
|
1,030 |
|
1,212 |
|
8,239 |
|
2,164 |
|
2013 |
|
1964 |
|
290 Queen Street South |
Kitchener, ON |
|
|
13,681 |
|
1,341 |
|
13,939 |
|
4,064 |
|
1,443 |
|
17,901 |
|
1,974 |
|
2016 |
|
2003 |
|
1250 Weber Street E |
La Palma, CA |
|
|
- |
|
2,950 |
|
16,591 |
|
822 |
|
2,966 |
|
17,398 |
|
3,346 |
|
2013 |
|
2003 |
|
5321 La Palma Avenue |
Lafayette Hill, PA |
|
|
- |
|
1,750 |
|
11,848 |
|
2,214 |
|
1,867 |
|
13,945 |
|
3,430 |
|
2013 |
|
1998 |
|
429 Ridge Pike |
Laguna Hills, CA |
|
|
- |
|
12,820 |
|
75,926 |
|
11,912 |
|
12,820 |
|
87,838 |
|
6,020 |
|
2016 |
|
1988 |
|
24903 Moulton Parkway |
Laguna Woods, CA |
|
|
- |
|
11,280 |
|
76,485 |
|
9,929 |
|
11,280 |
|
86,414 |
|
6,754 |
|
2016 |
|
1987 |
|
24441 Calle Sonora |
Laguna Woods, CA |
|
|
- |
|
9,150 |
|
57,842 |
|
6,364 |
|
9,150 |
|
64,206 |
|
5,550 |
|
2016 |
|
1986 |
|
24962 Calle Aragon |
Lake Zurich, IL |
|
|
- |
|
1,470 |
|
9,830 |
|
2,940 |
|
1,470 |
|
12,770 |
|
4,074 |
|
2011 |
|
2007 |
|
550 America Court |
Lawrenceville, GA |
|
|
- |
|
1,500 |
|
29,003 |
|
677 |
|
1,508 |
|
29,672 |
|
5,615 |
|
2013 |
|
2008 |
|
1375 Webb Gin House Road |
Leatherhead, UKJ |
|
|
- |
|
4,967 |
|
18,859 |
|
- |
|
4,967 |
|
18,859 |
|
226 |
|
2015 |
|
2017 |
|
Rectory Lane |
Leawood, KS |
|
|
15,021 |
|
2,490 |
|
32,493 |
|
3,799 |
|
5,690 |
|
33,091 |
|
7,993 |
|
2012 |
|
1999 |
|
4400 West 115th Street |
Lenexa, KS |
|
|
9,396 |
|
826 |
|
26,251 |
|
947 |
|
850 |
|
27,173 |
|
5,665 |
|
2013 |
|
2006 |
|
15055 West 87th Street Parkway |
Leominster, MA |
|
|
- |
|
944 |
|
23,164 |
|
647 |
|
992 |
|
23,763 |
|
2,958 |
|
2015 |
|
1999 |
|
1160 Main Street |
Lincroft, NJ |
|
|
- |
|
9 |
|
19,958 |
|
1,453 |
|
29 |
|
21,391 |
|
3,979 |
|
2013 |
|
2002 |
|
734 Newman Springs Road |
Lombard, IL |
|
|
16,297 |
|
2,130 |
|
59,943 |
|
1,390 |
|
2,147 |
|
61,316 |
|
10,789 |
|
2013 |
|
2009 |
|
2210 Fountain Square Dr |
London, UKI |
|
|
- |
|
3,121 |
|
10,027 |
|
1,459 |
|
3,428 |
|
11,179 |
|
1,391 |
|
2014 |
|
2012 |
|
71 Hatch Lane |
London, ON |
|
|
476 |
|
987 |
|
8,228 |
|
1,425 |
|
1,122 |
|
9,517 |
|
1,321 |
|
2015 |
|
1989 |
|
760 Horizon Drive |
London, ON |
|
|
12,381 |
|
1,969 |
|
16,985 |
|
2,873 |
|
2,177 |
|
19,650 |
|
2,795 |
|
2015 |
|
1953 |
|
1486 Richmond Street North |
London, ON |
|
|
- |
|
1,445 |
|
13,631 |
|
1,944 |
|
1,689 |
|
15,331 |
|
1,917 |
|
2015 |
|
1950 |
|
81 Grand Avenue |
Longueuil, QC |
|
|
10,257 |
|
3,992 |
|
23,711 |
|
4,195 |
|
4,469 |
|
27,428 |
|
3,623 |
|
2015 |
|
1989 |
|
70 Rue Levis |
Los Angeles, CA |
|
|
- |
|
- |
|
11,430 |
|
2,124 |
|
- |
|
13,554 |
|
3,397 |
|
2008 |
|
1971 |
|
330 North Hayworth Avenue |
Los Angeles, CA |
|
|
61,460 |
|
- |
|
114,438 |
|
1,908 |
|
- |
|
116,346 |
|
25,572 |
|
2011 |
|
2009 |
|
10475 Wilshire Boulevard |
Los Angeles, CA |
|
|
- |
|
3,540 |
|
19,007 |
|
2,250 |
|
3,540 |
|
21,257 |
|
4,179 |
|
2012 |
|
2001 |
|
2051 N. Highland Avenue |
Los Angeles, CA |
|
|
- |
|
- |
|
28,050 |
|
1,960 |
|
- |
|
30,010 |
|
2,169 |
|
2016 |
|
2006 |
|
4061 Grand View Boulevard |
Louisville, KY |
|
|
- |
|
2,420 |
|
20,816 |
|
1,505 |
|
2,420 |
|
22,321 |
|
4,614 |
|
2012 |
|
1999 |
|
4600 Bowling Boulevard |
Louisville, KY |
|
|
10,775 |
|
1,600 |
|
20,326 |
|
647 |
|
1,600 |
|
20,973 |
|
4,334 |
|
2013 |
|
2010 |
|
6700 Overlook Drive |
Lynnfield, MA |
|
|
- |
|
3,165 |
|
45,200 |
|
2,027 |
|
3,165 |
|
47,226 |
|
8,848 |
|
2013 |
|
2006 |
|
55 Salem Street |
Malvern, PA |
|
|
- |
|
1,651 |
|
17,194 |
|
1,803 |
|
1,739 |
|
18,910 |
|
4,875 |
|
2013 |
|
1998 |
|
324 Lancaster Avenue |
Mansfield, MA |
|
|
- |
|
3,320 |
|
57,011 |
|
8,265 |
|
3,447 |
|
65,149 |
|
15,871 |
|
2011 |
|
1998 |
|
25 Cobb Street |
Maple Ridge, BC |
|
|
9,158 |
|
2,875 |
|
11,922 |
|
1,158 |
|
3,095 |
|
12,860 |
|
1,306 |
|
2015 |
|
2009 |
|
12241 224th Street |
Marieville, QC |
|
|
7,008 |
|
1,278 |
|
12,113 |
|
1,138 |
|
1,419 |
|
13,110 |
|
1,453 |
|
2015 |
|
2002 |
|
425 rue Claude de Ramezay |
Markham, ON |
|
|
41,037 |
|
3,727 |
|
48,939 |
|
6,060 |
|
4,161 |
|
54,564 |
|
13,923 |
|
2013 |
|
1981 |
|
7700 Bayview Avenue |
Marlboro, NJ |
|
|
- |
|
2,222 |
|
14,888 |
|
1,058 |
|
2,250 |
|
15,918 |
|
3,273 |
|
2013 |
|
2002 |
|
3A South Main Street |
Medicine Hat, AB |
|
|
11,543 |
|
1,432 |
|
14,141 |
|
1,390 |
|
1,591 |
|
15,372 |
|
2,746 |
|
2015 |
|
1999 |
|
223 Park Meadows Drive SE |
Melbourne, FL |
|
|
- |
|
7,070 |
|
48,257 |
|
28,853 |
|
7,070 |
|
77,110 |
|
14,328 |
|
2007 |
|
2009 |
|
7300 Watersong Lane |
Memphis, TN |
|
|
- |
|
1,800 |
|
17,744 |
|
1,477 |
|
1,800 |
|
19,221 |
|
4,957 |
|
2012 |
|
1999 |
|
6605 Quail Hollow Road |
Meriden, CT |
|
|
- |
|
1,500 |
|
14,874 |
|
1,103 |
|
1,538 |
|
15,940 |
|
5,185 |
|
2011 |
|
2001 |
|
511 Kensington Avenue |
Metairie, LA |
|
|
12,773 |
|
725 |
|
27,708 |
|
663 |
|
725 |
|
28,372 |
|
4,812 |
|
2013 |
|
2009 |
|
3732 West Esplanade Ave. S |
Middletown, CT |
|
|
- |
|
1,430 |
|
24,242 |
|
1,487 |
|
1,441 |
|
25,717 |
|
6,965 |
|
2011 |
|
1999 |
|
645 Saybrook Road |
Middletown, RI |
|
|
- |
|
2,480 |
|
24,628 |
|
1,777 |
|
2,511 |
|
26,373 |
|
7,065 |
|
2011 |
|
1998 |
|
303 Valley Road |
Milford, CT |
|
|
- |
|
3,210 |
|
17,364 |
|
1,835 |
|
3,233 |
|
19,176 |
|
5,738 |
|
2011 |
|
1999 |
|
77 Plains Road |
Milton, ON |
|
|
15,391 |
|
4,542 |
|
25,321 |
|
4,512 |
|
5,039 |
|
29,335 |
|
3,036 |
|
2015 |
|
2012 |
|
611 Farmstead Drive |
Minnetonka, MN |
|
|
13,654 |
|
2,080 |
|
24,360 |
|
2,289 |
|
2,376 |
|
26,353 |
|
5,430 |
|
2012 |
|
1999 |
|
500 Carlson Parkway |
Minnetonka, MN |
|
|
15,651 |
|
920 |
|
29,344 |
|
803 |
|
954 |
|
30,112 |
|
5,056 |
|
2013 |
|
2006 |
|
18605 Old Excelsior Blvd. |
Mission Viejo, CA |
|
|
14,118 |
|
6,600 |
|
52,118 |
|
5,565 |
|
6,600 |
|
57,683 |
|
4,621 |
|
2016 |
|
1998 |
|
27783 Center Drive |
Mississauga, ON |
|
|
9,409 |
|
1,602 |
|
17,996 |
|
2,334 |
|
1,771 |
|
20,161 |
|
4,016 |
|
2013 |
|
1984 |
|
1130 Bough Beeches Boulevard |
Mississauga, ON |
|
|
3,169 |
|
873 |
|
4,655 |
|
728 |
|
966 |
|
5,290 |
|
1,091 |
|
2013 |
|
1978 |
|
3051 Constitution Boulevard |
Mississauga, ON |
|
|
30,008 |
|
3,649 |
|
35,137 |
|
4,715 |
|
4,053 |
|
39,449 |
|
7,892 |
|
2015 |
|
1988 |
|
1490 Rathburn Road East |
Mississauga, ON |
|
|
6,471 |
|
2,548 |
|
15,158 |
|
3,195 |
|
2,817 |
|
18,085 |
|
2,977 |
|
2015 |
|
1989 |
|
85 King Street East |
Mobberley, UKD |
|
|
- |
|
5,146 |
|
26,665 |
|
3,417 |
|
5,654 |
|
29,573 |
|
6,980 |
|
2013 |
|
2007 |
|
Barclay Park, Hall Lane |
Monterey, CA |
|
|
- |
|
6,440 |
|
29,101 |
|
942 |
|
6,440 |
|
30,043 |
|
5,624 |
|
2013 |
|
2009 |
|
1110 Cass St. |
Montgomery Village, MD |
|
|
- |
|
3,530 |
|
18,246 |
|
6,448 |
|
4,187 |
|
24,037 |
|
7,944 |
|
2013 |
|
1993 |
|
19310 Club House Road |
Moose Jaw, SK |
|
|
2,476 |
|
582 |
|
12,973 |
|
1,925 |
|
643 |
|
14,837 |
|
2,931 |
|
2013 |
|
2001 |
|
425 4th Avenue NW |
Murphy, TX |
|
|
- |
|
1,950 |
|
19,182 |
|
778 |
|
1,950 |
|
19,960 |
|
1,214 |
|
2015 |
|
2012 |
|
304 West FM 544 |
Mystic, CT |
|
|
- |
|
1,400 |
|
18,274 |
|
954 |
|
1,427 |
|
19,201 |
|
5,096 |
|
2011 |
|
2001 |
|
20 Academy Lane Mystic |
Naperville, IL |
|
|
- |
|
1,550 |
|
12,237 |
|
2,283 |
|
1,550 |
|
14,520 |
|
3,380 |
|
2012 |
|
2013 |
|
1936 Brookdale Road |
Naperville, IL |
|
|
- |
|
1,540 |
|
28,204 |
|
1,178 |
|
1,546 |
|
29,377 |
|
5,687 |
|
2013 |
|
2002 |
|
535 West Ogden Avenue |
Naples, FL |
|
|
57,022 |
|
8,989 |
|
119,398 |
|
4,088 |
|
9,074 |
|
123,401 |
|
15,758 |
|
2015 |
|
2000 |
|
4800 Aston Gardens Way |
Nashua, NH |
|
|
- |
|
1,264 |
|
43,026 |
|
611 |
|
1,264 |
|
43,637 |
|
4,311 |
|
2015 |
|
1999 |
|
674 West Hollis Street |
Nashville, TN |
|
|
- |
|
3,900 |
|
35,788 |
|
2,198 |
|
3,900 |
|
37,986 |
|
9,120 |
|
2012 |
|
1999 |
|
4206 Stammer Place |
Needham, MA |
|
|
- |
|
1,240 |
|
32,992 |
|
1,186 |
|
1,240 |
|
34,178 |
|
1,952 |
|
2016 |
|
2011 |
|
880 Greendale Avenue |
Nepean, ON |
|
|
6,045 |
|
1,575 |
|
5,770 |
|
1,038 |
|
1,757 |
|
6,626 |
|
1,377 |
|
2015 |
|
1988 |
|
1 Mill Hill Road |
New Braunfels, TX |
|
|
- |
|
1,200 |
|
19,800 |
|
10,296 |
|
2,729 |
|
28,567 |
|
4,142 |
|
2011 |
|
2009 |
|
2294 East Common Street |
Newbury, UKJ |
|
|
- |
|
2,850 |
|
12,796 |
|
1,591 |
|
3,125 |
|
14,111 |
|
467 |
|
2015 |
|
2016 |
|
370 London Road |
Newburyport, MA |
|
|
- |
|
1,750 |
|
29,187 |
|
1,162 |
|
1,750 |
|
30,350 |
|
1,855 |
|
2016 |
|
2015 |
|
4 Wallace Bashaw Junior Way |
Newmarket, UKH |
|
|
- |
|
4,071 |
|
11,902 |
|
1,806 |
|
4,471 |
|
13,308 |
|
1,702 |
|
2014 |
|
2011 |
|
Jeddah Way |
Newton, MA |
|
|
- |
|
2,250 |
|
43,614 |
|
1,116 |
|
2,263 |
|
44,717 |
|
10,785 |
|
2011 |
|
1996 |
|
2300 Washington Street |
Newton, MA |
|
|
15,227 |
|
2,500 |
|
30,681 |
|
2,367 |
|
2,521 |
|
33,027 |
|
8,396 |
|
2011 |
|
1996 |
|
280 Newtonville Avenue |
Newton, MA |
|
|
- |
|
3,360 |
|
25,099 |
|
1,618 |
|
3,385 |
|
26,692 |
|
7,199 |
|
2011 |
|
1994 |
|
430 Centre Street |
Newtown Square, PA |
|
|
- |
|
1,930 |
|
14,420 |
|
1,041 |
|
1,941 |
|
15,450 |
|
4,093 |
|
2013 |
|
2004 |
|
333 S. Newtown Street Rd. |
Niagara Falls, ON |
|
|
7,109 |
|
1,225 |
|
7,963 |
|
1,272 |
|
1,355 |
|
9,105 |
|
1,340 |
|
2015 |
|
1991 |
|
7860 Lundy's Lane |
Niantic, CT |
|
|
- |
|
1,320 |
|
25,986 |
|
4,432 |
|
1,334 |
|
30,404 |
|
6,405 |
|
2011 |
|
2001 |
|
417 Main Street |
North Andover, MA |
|
|
- |
|
1,960 |
|
34,976 |
|
1,780 |
|
2,092 |
|
36,624 |
|
8,965 |
|
2011 |
|
1995 |
|
700 Chickering Road |
North Chelmsford, MA |
|
|
- |
|
880 |
|
18,478 |
|
935 |
|
951 |
|
19,342 |
|
4,544 |
|
2011 |
|
1998 |
|
2 Technology Drive |
North Dartmouth, MA |
|
|
- |
|
1,700 |
|
35,337 |
|
1,628 |
|
1,700 |
|
36,965 |
|
2,298 |
|
2016 |
|
1997 |
|
239 Cross Road |
North Tustin, CA |
|
|
- |
|
2,880 |
|
18,059 |
|
825 |
|
2,975 |
|
18,788 |
|
3,056 |
|
2013 |
|
2000 |
|
12291 Newport Avenue |
Oak Park, IL |
|
|
- |
|
1,250 |
|
40,383 |
|
1,496 |
|
1,250 |
|
41,879 |
|
8,350 |
|
2012 |
|
2004 |
|
1035 Madison Street |
Oakland, CA |
|
|
- |
|
3,877 |
|
47,508 |
|
2,965 |
|
3,901 |
|
50,449 |
|
9,458 |
|
2013 |
|
1999 |
|
11889 Skyline Boulevard |
Oakton, VA |
|
|
- |
|
2,250 |
|
37,576 |
|
1,983 |
|
2,300 |
|
39,509 |
|
7,200 |
|
2013 |
|
1997 |
|
2863 Hunter Mill Road |
Oakville, ON |
|
|
6,158 |
|
1,252 |
|
7,382 |
|
996 |
|
1,392 |
|
8,239 |
|
1,733 |
|
2013 |
|
1982 |
|
289 and 299 Randall Street |
Oakville, ON |
|
|
10,439 |
|
2,134 |
|
29,963 |
|
4,098 |
|
2,363 |
|
33,832 |
|
7,199 |
|
2013 |
|
1994 |
|
25 Lakeshore Road West |
Oakville, ON |
|
|
5,462 |
|
1,271 |
|
13,754 |
|
1,924 |
|
1,405 |
|
15,543 |
|
2,791 |
|
2013 |
|
1988 |
|
345 Church Street |
Oceanside, CA |
|
|
- |
|
2,160 |
|
18,352 |
|
3,776 |
|
2,210 |
|
22,078 |
|
5,314 |
|
2011 |
|
2005 |
|
3500 Lake Boulevard |
Okotoks, AB |
|
|
19,493 |
|
714 |
|
20,943 |
|
2,475 |
|
789 |
|
23,342 |
|
3,412 |
|
2015 |
|
2010 |
|
51 Riverside Gate |
Oshawa, ON |
|
|
3,144 |
|
841 |
|
7,570 |
|
1,252 |
|
963 |
|
8,700 |
|
1,774 |
|
2013 |
|
1991 |
|
649 King Street East |
Ottawa, ON |
|
|
10,658 |
|
1,341 |
|
15,425 |
|
2,752 |
|
1,520 |
|
17,998 |
|
1,930 |
|
2015 |
|
2001 |
|
110 Berrigan Drive |
Ottawa, ON |
|
|
19,984 |
|
3,454 |
|
23,309 |
|
3,639 |
|
3,872 |
|
26,530 |
|
6,517 |
|
2015 |
|
1966 |
|
2370 Carling Avenue |
Ottawa, ON |
|
|
22,945 |
|
4,305 |
|
39,106 |
|
3,494 |
|
4,632 |
|
42,274 |
|
5,449 |
|
2015 |
|
2005 |
|
751 Peter Morand Crescent |
Ottawa, ON |
|
|
7,940 |
|
2,103 |
|
18,421 |
|
4,560 |
|
2,345 |
|
22,739 |
|
2,719 |
|
2015 |
|
1989 |
|
1 Eaton Street |
Ottawa, ON |
|
|
15,092 |
|
2,963 |
|
26,424 |
|
4,480 |
|
3,294 |
|
30,571 |
|
3,225 |
|
2015 |
|
2008 |
|
691 Valin Street |
Ottawa, ON |
|
|
11,412 |
|
1,561 |
|
18,170 |
|
2,770 |
|
1,762 |
|
20,738 |
|
2,116 |
|
2015 |
|
2006 |
|
22 Barnstone Drive |
Ottawa, ON |
|
|
14,405 |
|
3,403 |
|
31,090 |
|
4,983 |
|
3,775 |
|
35,702 |
|
3,631 |
|
2015 |
|
2009 |
|
990 Hunt Club Road |
Ottawa, ON |
|
|
19,417 |
|
3,411 |
|
28,335 |
|
7,128 |
|
3,799 |
|
35,075 |
|
4,910 |
|
2015 |
|
2009 |
|
2 Valley Stream Drive |
Ottawa, ON |
|
|
3,112 |
|
724 |
|
4,710 |
|
705 |
|
801 |
|
5,339 |
|
1,122 |
|
2013 |
|
1995 |
|
1345 Ogilvie Road |
Ottawa, ON |
|
|
2,266 |
|
818 |
|
2,165 |
|
1,502 |
|
753 |
|
3,732 |
|
853 |
|
2013 |
|
1993 |
|
370 Kennedy Lane |
Ottawa, ON |
|
|
10,914 |
|
2,809 |
|
27,299 |
|
3,891 |
|
3,109 |
|
30,890 |
|
7,089 |
|
2013 |
|
1998 |
|
43 Aylmer Avenue |
Ottawa, ON |
|
|
4,994 |
|
1,156 |
|
9,758 |
|
1,408 |
|
1,336 |
|
10,987 |
|
2,038 |
|
2013 |
|
1998 |
|
1351 Hunt Club Road |
Ottawa, ON |
|
|
6,500 |
|
746 |
|
7,800 |
|
1,211 |
|
831 |
|
8,926 |
|
1,739 |
|
2013 |
|
1999 |
|
140 Darlington Private |
Ottawa, ON |
|
|
9,796 |
|
1,176 |
|
12,764 |
|
1,941 |
|
1,320 |
|
14,560 |
|
1,649 |
|
2015 |
|
1987 |
|
10 Vaughan Street |
Overland Park, KS |
|
|
3,336 |
|
1,540 |
|
16,269 |
|
1,331 |
|
1,728 |
|
17,413 |
|
3,549 |
|
2012 |
|
1998 |
|
9201 Foster |
Palo Alto, CA |
|
|
16,217 |
|
- |
|
39,639 |
|
2,696 |
|
24 |
|
42,311 |
|
7,559 |
|
2013 |
|
2007 |
|
2701 El Camino Real |
Paramus, NJ |
|
|
- |
|
2,840 |
|
35,728 |
|
1,566 |
|
2,903 |
|
37,231 |
|
6,566 |
|
2013 |
|
1998 |
|
567 Paramus Road |
Parkland, FL |
|
|
56,604 |
|
4,880 |
|
111,481 |
|
3,276 |
|
4,885 |
|
114,751 |
|
15,436 |
|
2015 |
|
2000 |
|
5999 University Drive |
Peabody, MA |
|
|
6,117 |
|
2,250 |
|
16,071 |
|
995 |
|
2,324 |
|
16,992 |
|
2,353 |
|
2013 |
|
1994 |
|
73 Margin Street |
Pembroke, ON |
|
|
- |
|
1,931 |
|
9,427 |
|
1,075 |
|
2,071 |
|
10,362 |
|
1,804 |
|
2012 |
|
1999 |
|
1111 Pembroke Street West |
Pittsburgh, PA |
|
|
- |
|
1,580 |
|
18,017 |
|
807 |
|
1,587 |
|
18,817 |
|
3,881 |
|
2013 |
|
2009 |
|
900 Lincoln Club Dr. |
Placentia, CA |
|
|
- |
|
8,480 |
|
17,076 |
|
2,448 |
|
8,480 |
|
19,525 |
|
2,402 |
|
2016 |
|
1987 |
|
1180 N Bradford Avenue |
Plainview, NY |
|
|
- |
|
3,066 |
|
19,901 |
|
764 |
|
3,182 |
|
20,549 |
|
3,521 |
|
2013 |
|
2001 |
|
1231 Old Country Road |
Plano, TX |
|
|
27,671 |
|
3,120 |
|
59,950 |
|
2,205 |
|
3,173 |
|
62,102 |
|
14,899 |
|
2013 |
|
2006 |
|
4800 West Parker Road |
Plano, TX |
|
|
- |
|
1,750 |
|
15,390 |
|
1,660 |
|
1,750 |
|
17,051 |
|
1,053 |
|
2016 |
|
2014 |
|
3690 Mapleshade Lane |
Playa Vista, CA |
|
|
- |
|
1,580 |
|
40,531 |
|
1,029 |
|
1,605 |
|
41,536 |
|
7,854 |
|
2013 |
|
2006 |
|
5555 Playa Vista Drive |
Plymouth, MA |
|
|
- |
|
1,444 |
|
34,951 |
|
697 |
|
1,444 |
|
35,648 |
|
4,039 |
|
2015 |
|
1998 |
|
157 South Street |
Plymouth, MA |
|
|
13,462 |
|
2,550 |
|
35,055 |
|
2,123 |
|
2,550 |
|
37,178 |
|
2,440 |
|
2016 |
|
1970 |
|
60 Stafford Hill |
Port Perry, ON |
|
|
9,905 |
|
3,685 |
|
26,788 |
|
5,059 |
|
4,079 |
|
31,453 |
|
2,988 |
|
2015 |
|
2009 |
|
15987 Simcoe Street |
Port St. Lucie, FL |
|
|
- |
|
8,700 |
|
47,230 |
|
20,372 |
|
8,700 |
|
67,602 |
|
11,380 |
|
2008 |
|
2010 |
|
10685 SW Stony Creek Way |
Providence, RI |
|
|
- |
|
2,655 |
|
21,910 |
|
320 |
|
2,655 |
|
22,230 |
|
8,980 |
|
2011 |
|
1998 |
|
700 Smith Street |
Purley, UKI |
|
|
- |
|
7,365 |
|
35,161 |
|
4,583 |
|
8,077 |
|
39,033 |
|
8,201 |
|
2012 |
|
2005 |
|
21 Russell Hill Road |
Queensbury, NY |
|
|
- |
|
1,260 |
|
21,744 |
|
964 |
|
1,260 |
|
22,708 |
|
2,401 |
|
2015 |
|
1999 |
|
27 Woodvale Road |
Quincy, MA |
|
|
- |
|
1,350 |
|
12,584 |
|
831 |
|
1,428 |
|
13,337 |
|
3,635 |
|
2011 |
|
1998 |
|
2003 Falls Boulevard |
Rancho Cucamonga, CA |
|
|
- |
|
1,480 |
|
10,055 |
|
1,141 |
|
1,567 |
|
11,109 |
|
2,568 |
|
2013 |
|
2001 |
|
9519 Baseline Road |
Rancho Palos Verdes, CA |
|
|
- |
|
5,450 |
|
60,034 |
|
2,023 |
|
5,450 |
|
62,057 |
|
12,432 |
|
2012 |
|
2004 |
|
5701 Crestridge Road |
Randolph, NJ |
|
|
- |
|
1,540 |
|
46,934 |
|
799 |
|
1,570 |
|
47,703 |
|
8,586 |
|
2013 |
|
2006 |
|
648 Route 10 West |
Red Deer, AB |
|
|
13,102 |
|
1,247 |
|
19,283 |
|
2,324 |
|
1,379 |
|
21,476 |
|
2,820 |
|
2015 |
|
2004 |
|
3100 - 22 Street |
Red Deer, AB |
|
|
15,419 |
|
1,199 |
|
22,339 |
|
2,756 |
|
1,328 |
|
24,966 |
|
3,330 |
|
2015 |
|
2004 |
|
10 Inglewood Drive |
Redondo Beach, CA |
|
|
- |
|
- |
|
9,557 |
|
878 |
|
- |
|
10,435 |
|
5,609 |
|
2011 |
|
1957 |
|
514 North Prospect Ave |
Regina, SK |
|
|
7,115 |
|
1,485 |
|
21,148 |
|
2,618 |
|
1,662 |
|
23,590 |
|
5,180 |
|
2013 |
|
1999 |
|
3651 Albert Street |
Regina, SK |
|
|
6,980 |
|
1,244 |
|
21,036 |
|
2,720 |
|
1,380 |
|
23,620 |
|
4,380 |
|
2013 |
|
2004 |
|
3105 Hillsdale Street |
Regina, SK |
|
|
16,884 |
|
1,539 |
|
24,053 |
|
4,834 |
|
1,704 |
|
28,722 |
|
3,385 |
|
2015 |
|
1992 |
|
1801 McIntyre Street |
Renton, WA |
|
|
20,790 |
|
3,080 |
|
51,824 |
|
1,123 |
|
3,119 |
|
52,908 |
|
10,446 |
|
2011 |
|
2007 |
|
104 Burnett Avenue South |
Ridgefield, CT |
|
|
- |
|
3,100 |
|
80,614 |
|
4,737 |
|
3,150 |
|
85,302 |
|
11,313 |
|
2015 |
|
1998 |
|
640 Danbury Road |
Riviere-du-Loup, QC |
|
|
3,326 |
|
592 |
|
7,601 |
|
938 |
|
642 |
|
8,489 |
|
895 |
|
2015 |
|
1956 |
|
35 des Cedres |
Riviere-du-Loup, QC |
|
|
9,515 |
|
1,454 |
|
16,848 |
|
4,901 |
|
1,700 |
|
21,503 |
|
2,890 |
|
2015 |
|
1993 |
|
230-235 rue Des Chenes |
Rocky Hill, CT |
|
|
- |
|
810 |
|
16,351 |
|
744 |
|
909 |
|
16,995 |
|
4,150 |
|
2011 |
|
2000 |
|
1160 Elm Street |
Romeoville, IL |
|
|
- |
|
854 |
|
12,646 |
|
60,571 |
|
6,174 |
|
67,897 |
|
14,427 |
|
2006 |
|
2010 |
|
605 S Edward Dr. |
Roseville, MN |
|
|
- |
|
1,540 |
|
35,877 |
|
932 |
|
1,607 |
|
36,741 |
|
6,269 |
|
2013 |
|
2002 |
|
2555 Snelling Avenue, North |
Roseville, CA |
|
|
- |
|
3,300 |
|
41,652 |
|
3,235 |
|
3,300 |
|
44,886 |
|
3,868 |
|
2016 |
|
2000 |
|
5161 Foothills Boulevard |
Roswell, GA |
|
|
- |
|
2,080 |
|
6,486 |
|
1,558 |
|
2,385 |
|
7,739 |
|
1,891 |
|
2012 |
|
1997 |
|
75 Magnolia Street |
Sacramento, CA |
|
|
- |
|
1,300 |
|
23,394 |
|
1,226 |
|
1,334 |
|
24,587 |
|
4,343 |
|
2013 |
|
2004 |
|
345 Munroe Street |
Saint-Lambert, QC |
|
|
37,529 |
|
10,259 |
|
61,903 |
|
5,961 |
|
11,414 |
|
66,709 |
|
10,015 |
|
2015 |
|
1989 |
|
1705 Avenue Victoria |
Salem, NH |
|
|
- |
|
980 |
|
32,721 |
|
4,181 |
|
1,054 |
|
36,828 |
|
7,726 |
|
2011 |
|
2000 |
|
242 Main Street |
Salinas, CA |
|
|
- |
|
5,110 |
|
41,424 |
|
5,493 |
|
5,110 |
|
46,916 |
|
4,462 |
|
2016 |
|
1990 |
|
1320 Padre Drive |
Salisbury, UKK |
|
|
- |
|
2,720 |
|
15,269 |
|
1,820 |
|
2,983 |
|
16,826 |
|
1,636 |
|
2014 |
|
2013 |
|
Shapland Close |
Salt Lake City, UT |
|
|
- |
|
1,360 |
|
19,691 |
|
1,949 |
|
1,360 |
|
21,640 |
|
6,685 |
|
2011 |
|
1986 |
|
1430 E. 4500 S. |
San Antonio, TX |
|
|
- |
|
6,120 |
|
28,169 |
|
2,482 |
|
6,120 |
|
30,651 |
|
5,207 |
|
2010 |
|
2011 |
|
2702 Cembalo Blvd |
San Antonio, TX |
|
|
- |
|
5,045 |
|
58,048 |
|
3,129 |
|
5,045 |
|
61,177 |
|
656 |
|
2017 |
|
2015 |
|
11300 Wild Pine |
San Diego, CA |
|
|
- |
|
4,200 |
|
30,707 |
|
513 |
|
4,243 |
|
31,177 |
|
4,952 |
|
2011 |
|
2011 |
|
2567 Second Avenue |
San Diego, CA |
|
|
- |
|
5,810 |
|
63,078 |
|
2,329 |
|
5,810 |
|
65,407 |
|
15,249 |
|
2012 |
|
2001 |
|
13075 Evening Creek Drive S |
San Diego, CA |
|
|
- |
|
3,000 |
|
27,164 |
|
763 |
|
3,000 |
|
27,927 |
|
4,709 |
|
2013 |
|
2003 |
|
810 Turquoise Street |
San Francisco, CA |
|
|
- |
|
5,920 |
|
91,639 |
|
11,529 |
|
5,920 |
|
103,168 |
|
7,666 |
|
2016 |
|
1998 |
|
1550 Sutter Street |
San Francisco, CA |
|
|
- |
|
11,800 |
|
77,214 |
|
9,132 |
|
11,800 |
|
86,346 |
|
6,679 |
|
2016 |
|
1923 |
|
1601 19th Avenue |
San Gabriel, CA |
|
|
- |
|
3,120 |
|
15,566 |
|
860 |
|
3,138 |
|
16,407 |
|
3,283 |
|
2013 |
|
2005 |
|
8332 Huntington Drive |
San Jose, CA |
|
|
- |
|
2,850 |
|
35,098 |
|
600 |
|
2,858 |
|
35,690 |
|
7,052 |
|
2011 |
|
2009 |
|
1420 Curvi Drive |
San Jose, CA |
|
|
- |
|
3,280 |
|
46,823 |
|
2,355 |
|
3,280 |
|
49,178 |
|
9,756 |
|
2012 |
|
2002 |
|
500 S Winchester Boulevard |
San Jose, CA |
|
|
- |
|
11,900 |
|
27,647 |
|
3,271 |
|
11,900 |
|
30,918 |
|
3,497 |
|
2016 |
|
2002 |
|
4855 San Felipe Road |
San Juan Capistrano, CA |
|
|
- |
|
1,390 |
|
6,942 |
|
1,491 |
|
1,390 |
|
8,433 |
|
3,634 |
|
2000 |
|
2001 |
|
30311 Camino Capistrano |
San Rafael, CA |
|
|
- |
|
1,620 |
|
27,392 |
|
1,960 |
|
1,635 |
|
29,337 |
|
2,597 |
|
2016 |
|
2001 |
|
111 Merrydale Road |
San Ramon, CA |
|
|
- |
|
8,700 |
|
72,223 |
|
6,745 |
|
8,700 |
|
78,968 |
|
6,181 |
|
2016 |
|
1992 |
|
9199 Fircrest Lane |
Sandy Springs, GA |
|
|
- |
|
2,214 |
|
8,360 |
|
676 |
|
2,220 |
|
9,030 |
|
2,404 |
|
2012 |
|
1997 |
|
5455 Glenridge Drive NE |
Santa Maria, CA |
|
|
- |
|
6,050 |
|
50,658 |
|
2,966 |
|
6,089 |
|
53,585 |
|
13,408 |
|
2011 |
|
2001 |
|
1220 Suey Road |
Santa Monica, CA |
|
|
19,149 |
|
5,250 |
|
28,340 |
|
869 |
|
5,263 |
|
29,196 |
|
5,352 |
|
2013 |
|
2004 |
|
1312 15th Street |
Santa Rosa, CA |
|
|
- |
|
2,250 |
|
26,273 |
|
2,094 |
|
2,250 |
|
28,367 |
|
2,623 |
|
2016 |
|
2001 |
|
4225 Wayvern Drive |
Saskatoon, SK |
|
|
4,390 |
|
981 |
|
13,905 |
|
1,778 |
|
1,084 |
|
15,580 |
|
2,760 |
|
2013 |
|
1999 |
|
220 24th Street East |
Saskatoon, SK |
|
|
14,740 |
|
1,382 |
|
17,609 |
|
2,272 |
|
1,528 |
|
19,735 |
|
3,435 |
|
2013 |
|
2004 |
|
1622 Acadia Drive |
Schaumburg, IL |
|
|
- |
|
2,460 |
|
22,863 |
|
1,060 |
|
2,486 |
|
23,896 |
|
5,198 |
|
2013 |
|
2001 |
|
790 North Plum Grove Road |
Scottsdale, AZ |
|
|
- |
|
2,500 |
|
3,890 |
|
1,704 |
|
2,500 |
|
5,594 |
|
1,583 |
|
2008 |
|
1998 |
|
9410 East Thunderbird Road |
Seal Beach, CA |
|
|
- |
|
6,204 |
|
72,954 |
|
1,757 |
|
6,271 |
|
74,644 |
|
17,334 |
|
2013 |
|
2004 |
|
3850 Lampson Avenue |
Seattle, WA |
|
|
48,540 |
|
6,790 |
|
85,369 |
|
2,520 |
|
6,825 |
|
87,854 |
|
17,947 |
|
2011 |
|
2009 |
|
5300 24th Avenue NE |
Seattle, WA |
|
|
- |
|
1,150 |
|
19,887 |
|
1,032 |
|
1,150 |
|
20,919 |
|
2,119 |
|
2015 |
|
1995 |
|
11039 17th Avenue |
Sevenoaks, UKJ |
|
|
- |
|
6,181 |
|
40,240 |
|
5,956 |
|
6,778 |
|
45,599 |
|
9,281 |
|
2012 |
|
2009 |
|
64 - 70 Westerham Road |
Severna Park, MD |
|
|
- |
|
- |
|
67,623 |
|
5,264 |
|
6 |
|
72,882 |
|
7,069 |
|
2016 |
|
1997 |
|
43 W McKinsey Road |
Shelburne, VT |
|
|
- |
|
720 |
|
31,041 |
|
1,921 |
|
777 |
|
32,904 |
|
7,180 |
|
2011 |
|
1988 |
|
687 Harbor Road |
Shelby Township, MI |
|
|
15,894 |
|
1,040 |
|
26,344 |
|
1,170 |
|
1,100 |
|
27,453 |
|
4,716 |
|
2013 |
|
2006 |
|
46471 Hayes Road |
Shelton, CT |
|
|
- |
|
2,246 |
|
33,967 |
|
- |
|
2,246 |
|
33,967 |
|
1,839 |
|
2013 |
|
2014 |
|
708A Bridgeport Avenue |
Shrewsbury, MA |
|
|
- |
|
950 |
|
26,824 |
|
1,315 |
|
950 |
|
28,139 |
|
3,286 |
|
2015 |
|
1997 |
|
3111 Main Street |
Sidcup, UKI |
|
|
- |
|
7,446 |
|
56,570 |
|
6,802 |
|
8,183 |
|
62,636 |
|
14,212 |
|
2012 |
|
2000 |
|
Frognal Avenue |
Simi Valley, CA |
|
|
- |
|
3,200 |
|
16,664 |
|
898 |
|
3,238 |
|
17,524 |
|
4,377 |
|
2013 |
|
2009 |
|
190 Tierra Rejada Road |
Simi Valley, CA |
|
|
- |
|
5,510 |
|
51,406 |
|
6,469 |
|
5,510 |
|
57,875 |
|
4,891 |
|
2016 |
|
2003 |
|
5300 E Los Angeles Avenue |
Solihull, UKG |
|
|
- |
|
5,070 |
|
43,297 |
|
5,457 |
|
5,560 |
|
48,264 |
|
9,412 |
|
2012 |
|
2009 |
|
1270 Warwick Road |
Solihull, UKG |
|
|
- |
|
3,571 |
|
26,053 |
|
3,191 |
|
3,917 |
|
28,899 |
|
5,786 |
|
2013 |
|
2007 |
|
1 Worcester Way |
Solihull, UKG |
|
|
- |
|
1,851 |
|
10,585 |
|
1,263 |
|
2,029 |
|
11,670 |
|
494 |
|
2015 |
|
2016 |
|
Warwick Road |
Sonning, UKJ |
|
|
- |
|
5,644 |
|
42,155 |
|
5,197 |
|
6,189 |
|
46,807 |
|
8,529 |
|
2013 |
|
2009 |
|
Old Bath Rd. |
Sonoma, CA |
|
|
- |
|
2,820 |
|
21,890 |
|
1,879 |
|
2,820 |
|
23,769 |
|
2,202 |
|
2016 |
|
2005 |
|
91 Napa Road |
South Windsor, CT |
|
|
- |
|
3,000 |
|
29,295 |
|
2,870 |
|
3,104 |
|
32,061 |
|
8,587 |
|
2011 |
|
1999 |
|
432 Buckland Road |
Spokane, WA |
|
|
- |
|
3,200 |
|
25,064 |
|
619 |
|
3,271 |
|
25,612 |
|
6,718 |
|
2013 |
|
2001 |
|
3117 E. Chaser Lane |
Spokane, WA |
|
|
- |
|
2,580 |
|
25,342 |
|
399 |
|
2,639 |
|
25,682 |
|
5,571 |
|
2013 |
|
1999 |
|
1110 E. Westview Ct. |
St. Albert, AB |
|
|
8,701 |
|
1,145 |
|
17,863 |
|
3,003 |
|
1,266 |
|
20,745 |
|
5,136 |
|
2014 |
|
2005 |
|
78C McKenney Avenue |
St. John's, NL |
|
|
6,222 |
|
706 |
|
11,765 |
|
1,081 |
|
757 |
|
12,795 |
|
1,308 |
|
2015 |
|
2005 |
|
64 Portugal Cove Road |
Stittsville, ON |
|
|
4,848 |
|
1,175 |
|
17,397 |
|
2,286 |
|
1,299 |
|
19,559 |
|
3,456 |
|
2013 |
|
1996 |
|
1340 - 1354 Main Street |
Stockport, UKD |
|
|
- |
|
4,369 |
|
25,018 |
|
3,041 |
|
4,791 |
|
27,637 |
|
6,015 |
|
2013 |
|
2008 |
|
1 Dairyground Road |
Studio City, CA |
|
|
- |
|
4,006 |
|
25,307 |
|
988 |
|
4,071 |
|
26,230 |
|
5,707 |
|
2013 |
|
2004 |
|
4610 Coldwater Canyon Avenue |
Sugar Land, TX |
|
|
- |
|
960 |
|
31,423 |
|
1,723 |
|
960 |
|
33,146 |
|
8,437 |
|
2011 |
|
1996 |
|
1221 Seventh St |
Sugar Land, TX |
|
|
- |
|
4,272 |
|
60,493 |
|
6,497 |
|
4,272 |
|
66,989 |
|
970 |
|
2017 |
|
2015 |
|
744 Brooks Street |
Sun City, FL |
|
|
21,294 |
|
6,521 |
|
48,476 |
|
3,655 |
|
6,622 |
|
52,030 |
|
8,661 |
|
2015 |
|
1995 |
|
231 Courtyards |
Sun City, FL |
|
|
23,992 |
|
5,040 |
|
50,923 |
|
3,365 |
|
5,338 |
|
53,990 |
|
8,143 |
|
2015 |
|
1999 |
|
1311 Aston Gardens Court |
Sun City West, AZ |
|
|
11,780 |
|
1,250 |
|
21,778 |
|
1,123 |
|
1,274 |
|
22,877 |
|
4,311 |
|
2012 |
|
1998 |
|
13810 West Sandridge Drive |
Sunnyvale, CA |
|
|
- |
|
5,420 |
|
41,682 |
|
1,995 |
|
5,420 |
|
43,677 |
|
8,985 |
|
2012 |
|
2002 |
|
1039 East El Camino Real |
Surrey, BC |
|
|
7,228 |
|
3,605 |
|
18,818 |
|
2,900 |
|
3,985 |
|
21,338 |
|
5,675 |
|
2013 |
|
2000 |
|
16028 83rd Avenue |
Surrey, BC |
|
|
17,047 |
|
4,552 |
|
22,338 |
|
3,780 |
|
5,045 |
|
25,625 |
|
7,201 |
|
2013 |
|
1987 |
|
15501 16th Avenue |
Sutton, UKI |
|
|
- |
|
4,096 |
|
14,532 |
|
1,872 |
|
4,492 |
|
16,009 |
|
464 |
|
2015 |
|
2016 |
|
123 Westmead Road |
Suwanee, GA |
|
|
- |
|
1,560 |
|
11,538 |
|
842 |
|
1,560 |
|
12,380 |
|
2,876 |
|
2012 |
|
2000 |
|
4315 Johns Creek Parkway |
Sway, UKJ |
|
|
- |
|
4,145 |
|
15,508 |
|
2,094 |
|
4,596 |
|
17,151 |
|
2,722 |
|
2014 |
|
2008 |
|
Sway Place |
Swift Current, SK |
|
|
2,228 |
|
492 |
|
10,119 |
|
1,315 |
|
550 |
|
11,376 |
|
2,236 |
|
2013 |
|
2001 |
|
301 Macoun Drive |
Tacoma, WA |
|
|
17,760 |
|
2,400 |
|
35,053 |
|
584 |
|
2,459 |
|
35,579 |
|
7,107 |
|
2011 |
|
2008 |
|
7290 Rosemount Circle |
Tacoma, WA |
|
|
- |
|
1,535 |
|
6,068 |
|
59 |
|
1,537 |
|
6,125 |
|
935 |
|
2015 |
|
2012 |
|
7290 Rosemount Circle |
Tacoma, WA |
|
|
- |
|
4,170 |
|
73,377 |
|
8,824 |
|
4,170 |
|
82,201 |
|
6,113 |
|
2016 |
|
1987 |
|
8201 6th Avenue |
Tampa, FL |
|
|
69,330 |
|
4,910 |
|
114,148 |
|
3,636 |
|
4,962 |
|
117,732 |
|
15,060 |
|
2015 |
|
2001 |
|
12951 W Linebaugh Avenue |
Tewksbury, MA |
|
|
- |
|
2,350 |
|
24,118 |
|
1,985 |
|
2,350 |
|
26,104 |
|
1,826 |
|
2016 |
|
2006 |
|
2000 Emerald Court |
The Woodlands, TX |
|
|
- |
|
480 |
|
12,379 |
|
824 |
|
480 |
|
13,203 |
|
3,065 |
|
2011 |
|
1999 |
|
7950 Bay Branch Dr |
Toledo, OH |
|
|
- |
|
2,040 |
|
47,129 |
|
3,358 |
|
2,144 |
|
50,383 |
|
13,525 |
|
2010 |
|
1985 |
|
3501 Executive Parkway |
Toronto, ON |
|
|
18,615 |
|
2,927 |
|
20,713 |
|
3,327 |
|
3,266 |
|
23,701 |
|
2,802 |
|
2015 |
|
1900 |
|
54 Foxbar Road |
Toronto, ON |
|
|
9,662 |
|
5,082 |
|
25,493 |
|
3,817 |
|
5,624 |
|
28,767 |
|
5,008 |
|
2015 |
|
1988 |
|
645 Castlefield Avenue |
Toronto, ON |
|
|
13,959 |
|
2,040 |
|
19,822 |
|
1,608 |
|
2,188 |
|
21,282 |
|
2,737 |
|
2015 |
|
1999 |
|
4251 Dundas Street West |
Toronto, ON |
|
|
40,768 |
|
5,132 |
|
41,657 |
|
7,208 |
|
5,674 |
|
48,322 |
|
9,699 |
|
2015 |
|
1964 |
|
10 William Morgan Drive |
Toronto, ON |
|
|
4,650 |
|
2,480 |
|
7,571 |
|
1,343 |
|
2,742 |
|
8,652 |
|
1,638 |
|
2015 |
|
1971 |
|
123 Spadina Road |
Toronto, ON |
|
|
1,439 |
|
1,079 |
|
5,364 |
|
844 |
|
1,193 |
|
6,094 |
|
1,170 |
|
2013 |
|
1982 |
|
25 Centennial Park Road |
Toronto, ON |
|
|
8,587 |
|
2,513 |
|
19,695 |
|
2,814 |
|
2,815 |
|
22,208 |
|
3,535 |
|
2013 |
|
2002 |
|
305 Balliol Street |
Toronto, ON |
|
|
19,525 |
|
3,400 |
|
32,757 |
|
4,524 |
|
3,764 |
|
36,917 |
|
7,504 |
|
2013 |
|
1973 |
|
1055 and 1057 Don Mills Road |
Toronto, ON |
|
|
962 |
|
1,361 |
|
2,915 |
|
667 |
|
1,528 |
|
3,415 |
|
1,139 |
|
2013 |
|
1985 |
|
3705 Bathurst Street |
Toronto, ON |
|
|
6,355 |
|
1,447 |
|
3,918 |
|
725 |
|
1,600 |
|
4,490 |
|
1,107 |
|
2013 |
|
1987 |
|
1340 York Mills Road |
Toronto, ON |
|
|
34,411 |
|
5,304 |
|
53,488 |
|
7,151 |
|
5,869 |
|
60,074 |
|
15,630 |
|
2013 |
|
1988 |
|
8 The Donway East |
Torrance, CA |
|
|
- |
|
3,497 |
|
73,138 |
|
- |
|
3,497 |
|
73,138 |
|
972 |
|
2016 |
|
2016 |
|
25525 Hawthorne Boulevard |
Trumbull, CT |
|
|
- |
|
2,850 |
|
37,685 |
|
2,058 |
|
2,935 |
|
39,657 |
|
10,412 |
|
2011 |
|
1998 |
|
2750 Reservoir Avenue |
Tucson, AZ |
|
|
4,436 |
|
830 |
|
6,179 |
|
3,732 |
|
913 |
|
9,827 |
|
1,801 |
|
2012 |
|
1997 |
|
5660 N. Kolb Road |
Tulsa, OK |
|
|
- |
|
1,330 |
|
21,285 |
|
3,767 |
|
1,350 |
|
25,032 |
|
6,186 |
|
2010 |
|
1986 |
|
8887 South Lewis Ave |
Tulsa, OK |
|
|
- |
|
1,500 |
|
20,861 |
|
3,455 |
|
1,581 |
|
24,235 |
|
6,334 |
|
2010 |
|
1984 |
|
9524 East 71st St |
Tustin, CA |
|
|
- |
|
840 |
|
15,299 |
|
716 |
|
840 |
|
16,015 |
|
3,409 |
|
2011 |
|
1965 |
|
240 East 3rd St |
Upland, CA |
|
|
- |
|
3,160 |
|
42,596 |
|
14 |
|
3,160 |
|
42,610 |
|
4,098 |
|
2015 |
|
2014 |
|
2419 North Euclid Avenue |
Upper St Claire, PA |
|
|
- |
|
1,102 |
|
13,455 |
|
875 |
|
1,102 |
|
14,330 |
|
3,267 |
|
2013 |
|
2005 |
|
500 Village Drive |
Vancouver, BC |
|
|
- |
|
7,934 |
|
6,875 |
|
- |
|
7,934 |
|
6,875 |
|
5,704 |
|
2015 |
|
1974 |
|
2803 West 41st Avenue |
Vankleek Hill, ON |
|
|
943 |
|
389 |
|
2,960 |
|
553 |
|
436 |
|
3,466 |
|
784 |
|
2013 |
|
1987 |
|
48 Wall Street |
Vaudreuil, QC |
|
|
8,744 |
|
1,852 |
|
14,214 |
|
1,844 |
|
1,993 |
|
15,917 |
|
1,932 |
|
2015 |
|
1975 |
|
333 rue Querbes |
Venice, FL |
|
|
64,425 |
|
6,820 |
|
100,501 |
|
3,093 |
|
6,872 |
|
103,542 |
|
14,087 |
|
2015 |
|
2002 |
|
1000 Aston Gardens Drive |
Vero Beach, FL |
|
|
- |
|
2,930 |
|
40,070 |
|
25,412 |
|
2,930 |
|
65,482 |
|
14,513 |
|
2007 |
|
2003 |
|
7955 16th Manor |
Victoria, BC |
|
|
7,752 |
|
2,856 |
|
18,038 |
|
2,502 |
|
3,157 |
|
20,238 |
|
4,544 |
|
2013 |
|
1974 |
|
3000 Shelbourne Street |
Victoria, BC |
|
|
7,147 |
|
3,681 |
|
15,774 |
|
2,273 |
|
4,070 |
|
17,658 |
|
4,125 |
|
2013 |
|
1988 |
|
3051 Shelbourne Street |
Victoria, BC |
|
|
8,015 |
|
2,476 |
|
15,379 |
|
2,591 |
|
2,741 |
|
17,705 |
|
1,829 |
|
2015 |
|
1990 |
|
3965 Shelbourne Street |
Virginia Water, UKJ |
|
|
- |
|
7,106 |
|
29,937 |
|
6,182 |
|
5,943 |
|
37,281 |
|
7,286 |
|
2012 |
|
2002 |
|
Christ Church Road |
Walnut Creek, CA |
|
|
- |
|
3,700 |
|
12,467 |
|
1,695 |
|
3,794 |
|
14,067 |
|
3,603 |
|
2013 |
|
1998 |
|
2175 Ygnacio Valley Road |
Walnut Creek, CA |
|
|
- |
|
10,320 |
|
100,890 |
|
10,385 |
|
10,320 |
|
111,275 |
|
8,442 |
|
2016 |
|
1988 |
|
1580 Geary Road |
Waltham, MA |
|
|
- |
|
2,462 |
|
40,062 |
|
1,355 |
|
2,536 |
|
41,344 |
|
5,437 |
|
2015 |
|
2000 |
|
126 Smith Street |
Warwick, RI |
|
|
- |
|
2,400 |
|
24,635 |
|
2,407 |
|
2,407 |
|
27,036 |
|
7,952 |
|
2011 |
|
1998 |
|
75 Minnesota Avenue |
Washington, DC |
|
|
30,841 |
|
4,000 |
|
69,154 |
|
2,023 |
|
4,002 |
|
71,175 |
|
12,670 |
|
2013 |
|
2004 |
|
5111 Connecticut Avenue NW |
Waterbury, CT |
|
|
- |
|
2,460 |
|
39,547 |
|
3,283 |
|
2,495 |
|
42,795 |
|
13,963 |
|
2011 |
|
1998 |
|
180 Scott Road |
Wayland, MA |
|
|
- |
|
1,207 |
|
27,462 |
|
1,389 |
|
1,334 |
|
28,724 |
|
5,630 |
|
2013 |
|
1997 |
|
285 Commonwealth Road |
Webster Groves, MO |
|
|
- |
|
1,790 |
|
15,425 |
|
2,152 |
|
1,790 |
|
17,577 |
|
3,197 |
|
2011 |
|
2012 |
|
45 E Lockwood Avenue |
Welland, ON |
|
|
6,858 |
|
983 |
|
7,530 |
|
691 |
|
1,055 |
|
8,149 |
|
954 |
|
2015 |
|
2006 |
|
110 First Street |
Wellesley, MA |
|
|
- |
|
4,690 |
|
77,462 |
|
162 |
|
4,690 |
|
77,624 |
|
9,840 |
|
2015 |
|
2012 |
|
23 & 27 Washington Street |
West Babylon, NY |
|
|
- |
|
3,960 |
|
47,085 |
|
1,759 |
|
3,960 |
|
48,844 |
|
8,199 |
|
2013 |
|
2003 |
|
580 Montauk Highway |
West Bloomfield, MI |
|
|
- |
|
1,040 |
|
12,300 |
|
726 |
|
1,089 |
|
12,977 |
|
2,563 |
|
2013 |
|
2000 |
|
7005 Pontiac Trail |
West Hills, CA |
|
|
- |
|
2,600 |
|
7,521 |
|
857 |
|
2,636 |
|
8,342 |
|
2,363 |
|
2013 |
|
2002 |
|
9012 Topanga Canyon Road |
West Vancouver, BC |
|
|
19,905 |
|
7,059 |
|
28,155 |
|
4,847 |
|
7,805 |
|
32,256 |
|
6,834 |
|
2013 |
|
1987 |
|
2095 Marine Drive |
Westbourne, UKK |
|
|
- |
|
5,441 |
|
41,420 |
|
5,289 |
|
5,969 |
|
46,181 |
|
8,676 |
|
2013 |
|
2006 |
|
16-18 Poole Road |
Westford, MA |
|
|
- |
|
1,440 |
|
32,607 |
|
148 |
|
1,468 |
|
32,727 |
|
3,329 |
|
2015 |
|
2013 |
|
108 Littleton Road |
Weston, MA |
|
|
- |
|
1,160 |
|
6,200 |
|
1,240 |
|
1,160 |
|
7,440 |
|
1,285 |
|
2013 |
|
1998 |
|
135 North Avenue |
Westworth Village, TX |
|
|
- |
|
2,060 |
|
31,296 |
|
56 |
|
2,060 |
|
31,352 |
|
2,523 |
|
2014 |
|
2014 |
|
25 Leonard Trail |
Weybridge, UKJ |
|
|
- |
|
7,899 |
|
48,240 |
|
5,667 |
|
8,662 |
|
53,144 |
|
11,619 |
|
2013 |
|
2008 |
|
Ellesmere Road |
Weymouth, UKK |
|
|
- |
|
2,591 |
|
16,551 |
|
1,912 |
|
2,879 |
|
18,174 |
|
1,712 |
|
2014 |
|
2013 |
|
Cross Road |
White Oak, MD |
|
|
- |
|
2,304 |
|
24,768 |
|
1,747 |
|
2,316 |
|
26,503 |
|
4,644 |
|
2013 |
|
2002 |
|
11621 New Hampshire Avenue |
Wilbraham, MA |
|
|
- |
|
660 |
|
17,639 |
|
931 |
|
685 |
|
18,544 |
|
4,515 |
|
2011 |
|
2000 |
|
2387 Boston Road |
Wilmington, DE |
|
|
- |
|
1,040 |
|
23,338 |
|
867 |
|
1,129 |
|
24,116 |
|
4,588 |
|
2013 |
|
2004 |
|
2215 Shipley Street |
Winchester, UKJ |
|
|
- |
|
6,009 |
|
29,405 |
|
3,647 |
|
6,598 |
|
32,463 |
|
6,719 |
|
2012 |
|
2010 |
|
Stockbridge Road |
Winnipeg, MB |
|
|
13,446 |
|
1,960 |
|
38,612 |
|
5,818 |
|
2,225 |
|
44,164 |
|
12,378 |
|
2013 |
|
1999 |
|
857 Wilkes Avenue |
Winnipeg, MB |
|
|
16,833 |
|
1,276 |
|
21,732 |
|
3,031 |
|
1,466 |
|
24,572 |
|
4,643 |
|
2013 |
|
1988 |
|
3161 Grant Avenue |
Winnipeg, MB |
|
|
13,641 |
|
1,317 |
|
15,609 |
|
3,176 |
|
1,456 |
|
18,645 |
|
2,899 |
|
2015 |
|
1999 |
|
125 Portsmouth Boulevard |
Woking, UKJ |
|
|
- |
|
3,172 |
|
13,233 |
|
- |
|
3,172 |
|
13,233 |
|
- |
|
2016 |
|
2017 |
|
12 Streets Heath, West End |
Wolverhampton, UKG |
|
|
- |
|
2,941 |
|
8,922 |
|
1,363 |
|
3,232 |
|
9,994 |
|
2,856 |
|
2013 |
|
2008 |
|
73 Wergs Road |
Woodbridge, CT |
|
|
- |
|
1,370 |
|
14,219 |
|
1,423 |
|
1,426 |
|
15,586 |
|
5,225 |
|
2011 |
|
1998 |
|
21 Bradley Road |
Woodland Hills, CA |
|
|
- |
|
3,400 |
|
20,478 |
|
947 |
|
3,447 |
|
21,378 |
|
4,637 |
|
2013 |
|
2005 |
|
20461 Ventura Boulevard |
Worcester, MA |
|
|
- |
|
1,140 |
|
21,664 |
|
1,057 |
|
1,166 |
|
22,695 |
|
5,493 |
|
2011 |
|
1999 |
|
340 May Street |
Yarmouth, ME |
|
|
- |
|
450 |
|
27,711 |
|
1,257 |
|
470 |
|
28,948 |
|
6,586 |
|
2011 |
|
1999 |
|
27 Forest Falls Drive |
Yonkers, NY |
|
|
- |
|
3,962 |
|
50,107 |
|
1,419 |
|
3,967 |
|
51,521 |
|
9,381 |
|
2013 |
|
2005 |
|
65 Crisfield Street |
Yorkton, SK |
|
$ |
3,493 |
$ |
466 |
$ |
8,756 |
$ |
1,128 |
$ |
511 |
$ |
9,839 |
$ |
1,916 |
|
2013 |
|
2001 |
|
94 Russell Drive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seniors housing operating total |
|
$ |
1,988,700 |
$ |
1,174,980 |
$ |
12,626,419 |
$ |
1,234,180 |
$ |
1,246,991 |
$ |
13,788,584 |
$ |
2,362,335 |
|
|
|
|
|
|
99
100
Welltower Inc. |
|
|
|||||||||||||||||||
Schedule III |
|
|
|||||||||||||||||||
Real Estate and Accumulated Depreciation |
|
|
|||||||||||||||||||
December 31, 2017 |
|
|
|||||||||||||||||||
(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 |
$ |
2,528 |
|
2012 |
|
2010 |
|
701 White Pond Drive |
Allen, TX |
|
|
- |
|
726 |
|
14,196 |
|
798 |
|
726 |
|
14,994 |
|
4,117 |
|
2012 |
|
2006 |
|
1105 N Central Expressway |
Alpharetta, GA |
|
|
- |
|
476 |
|
14,757 |
|
323 |
|
476 |
|
15,081 |
|
4,456 |
|
2011 |
|
2003 |
|
11975 Morris Road |
Alpharetta, GA |
|
|
- |
|
1,862 |
|
- |
|
- |
|
1,862 |
|
- |
|
- |
|
2011 |
|
1900 |
|
940 North Point Parkway |
Alpharetta, GA |
|
|
- |
|
548 |
|
17,103 |
|
440 |
|
548 |
|
17,543 |
|
5,809 |
|
2011 |
|
2007 |
|
3300 Old Milton Parkway |
Alpharetta, GA |
|
|
- |
|
773 |
|
18,902 |
|
1,259 |
|
773 |
|
20,161 |
|
5,652 |
|
2011 |
|
1993 |
|
3400-A Old Milton Parkway |
Alpharetta, GA |
|
|
- |
|
1,769 |
|
36,152 |
|
784 |
|
1,769 |
|
36,936 |
|
11,834 |
|
2011 |
|
1999 |
|
3400-C Old Milton Parkway |
Anderson, IN |
|
|
- |
|
1,193 |
|
20,644 |
|
- |
|
1,193 |
|
20,644 |
|
562 |
|
2017 |
|
2016 |
|
3125 S. Scatterfield Rd. |
Arcadia, CA |
|
|
- |
|
5,408 |
|
23,219 |
|
4,058 |
|
5,618 |
|
27,067 |
|
9,859 |
|
2006 |
|
1984 |
|
301 W. Huntington Drive |
Arlington, TX |
|
|
- |
|
82 |
|
18,243 |
|
374 |
|
82 |
|
18,617 |
|
2,796 |
|
2012 |
|
2012 |
|
902 W. Randol Mill Road |
Atlanta, GA |
|
|
- |
|
4,931 |
|
18,720 |
|
6,731 |
|
5,387 |
|
24,996 |
|
10,420 |
|
2006 |
|
1991 |
|
755 Mt. Vernon Hwy. |
Atlanta, GA |
|
|
- |
|
1,947 |
|
24,248 |
|
1,681 |
|
2,030 |
|
25,845 |
|
6,803 |
|
2012 |
|
1984 |
|
975 Johnson Ferry Road |
Atlanta, GA |
|
|
- |
|
- |
|
43,425 |
|
1,098 |
|
- |
|
44,523 |
|
11,603 |
|
2012 |
|
2006 |
|
5670 Peachtree-Dunwoody Road |
Austin, TX |
|
|
- |
|
1,066 |
|
10,112 |
|
- |
|
1,066 |
|
10,112 |
|
71 |
|
2017 |
|
2017 |
|
5301-B Davis Lane |
Bardstown, KY |
|
|
- |
|
273 |
|
7,966 |
|
42 |
|
274 |
|
8,007 |
|
984 |
|
2010 |
|
2006 |
|
4359 New Shepherdsville Rd |
Bartlett, TN |
|
|
- |
|
187 |
|
15,015 |
|
2,042 |
|
187 |
|
17,057 |
|
6,305 |
|
2007 |
|
2004 |
|
2996 Kate Bond Rd. |
Bel Air, MD |
|
|
- |
|
- |
|
24,769 |
|
- |
|
- |
|
24,769 |
|
1,069 |
|
2014 |
|
2016 |
|
12 Medstar Boulevard |
Bellevue, NE |
|
|
- |
|
- |
|
16,680 |
|
2 |
|
- |
|
16,682 |
|
4,658 |
|
2010 |
|
2010 |
|
2510 Bellevue Medical Center Drive |
Bettendorf, IA |
|
|
- |
|
- |
|
7,110 |
|
73 |
|
- |
|
7,183 |
|
569 |
|
2013 |
|
2014 |
|
2140 53rd Avenue |
Beverly Hills, CA |
|
|
- |
|
20,766 |
|
40,730 |
|
1,871 |
|
20,766 |
|
42,601 |
|
4,352 |
|
2015 |
|
1946 |
|
9675 Brighton Way |
Beverly Hills, CA |
|
|
- |
|
18,863 |
|
1,192 |
|
187 |
|
18,863 |
|
1,379 |
|
513 |
|
2015 |
|
1955 |
|
415 North Bedford |
Beverly Hills, CA |
|
|
- |
|
19,863 |
|
31,690 |
|
315 |
|
19,863 |
|
32,005 |
|
3,514 |
|
2015 |
|
1946 |
|
416 North Bedford |
Beverly Hills, CA |
|
|
33,729 |
|
32,603 |
|
28,639 |
|
493 |
|
32,603 |
|
29,132 |
|
4,117 |
|
2015 |
|
1950 |
|
435 North Bedford |
Beverly Hills, CA |
|
|
78,271 |
|
52,772 |
|
87,366 |
|
- |
|
52,772 |
|
87,366 |
|
8,731 |
|
2015 |
|
1989 |
|
436 North Bedford |
Birmingham, AL |
|
|
- |
|
52 |
|
10,201 |
|
626 |
|
52 |
|
10,827 |
|
3,863 |
|
2006 |
|
1971 |
|
801 Princeton Avenue SW |
Birmingham, AL |
|
|
- |
|
124 |
|
11,733 |
|
1,949 |
|
124 |
|
13,682 |
|
4,512 |
|
2006 |
|
1985 |
|
817 Princeton Avenue SW |
Birmingham, AL |
|
|
- |
|
476 |
|
18,726 |
|
2,006 |
|
476 |
|
20,731 |
|
7,398 |
|
2006 |
|
1989 |
|
833 Princeton Avenue SW |
Boardman, OH |
|
|
- |
|
80 |
|
12,161 |
|
10 |
|
80 |
|
12,170 |
|
4,225 |
|
2010 |
|
2007 |
|
8423 Market St |
Boca Raton, FL |
|
|
- |
|
31 |
|
12,312 |
|
430 |
|
59 |
|
12,714 |
|
3,103 |
|
2012 |
|
1993 |
|
9960 S. Central Park Boulevard |
Boca Raton, FL |
|
|
- |
|
109 |
|
34,002 |
|
3,261 |
|
214 |
|
37,158 |
|
13,169 |
|
2006 |
|
1995 |
|
9970 S. Central Park Blvd. |
Boerne, TX |
|
|
- |
|
50 |
|
12,951 |
|
- |
|
50 |
|
12,951 |
|
3,100 |
|
2011 |
|
2007 |
|
134 Menger Springs Road |
Boynton Beach, FL |
|
|
- |
|
2,048 |
|
7,692 |
|
984 |
|
2,185 |
|
8,539 |
|
3,507 |
|
2006 |
|
1995 |
|
8188 Jog Rd. |
Boynton Beach, FL |
|
|
- |
|
2,048 |
|
7,403 |
|
1,576 |
|
2,185 |
|
8,841 |
|
3,640 |
|
2006 |
|
1997 |
|
8200 Jog Road |
Boynton Beach, FL |
|
|
- |
|
214 |
|
5,611 |
|
8,340 |
|
270 |
|
13,895 |
|
5,191 |
|
2007 |
|
1996 |
|
10075 Jog Rd. |
Boynton Beach, FL |
|
|
- |
|
13,324 |
|
40,369 |
|
2,681 |
|
14,030 |
|
42,344 |
|
9,445 |
|
2013 |
|
1995 |
|
10301 Hagen Ranch Road |
Bradenton, FL |
|
|
- |
|
1,184 |
|
9,799 |
|
417 |
|
1,184 |
|
10,216 |
|
1,454 |
|
2014 |
|
1975 |
|
315 75th Street West |
Bradenton, FL |
|
|
- |
|
1,035 |
|
4,298 |
|
- |
|
1,035 |
|
4,298 |
|
694 |
|
2014 |
|
2006 |
|
7005 Cortez Road West |
Bridgeton, MO |
|
|
- |
|
1,701 |
|
6,228 |
|
- |
|
1,701 |
|
6,228 |
|
296 |
|
2017 |
|
2008 |
|
3440 De Paul Ln. |
Bridgeton, MO |
|
|
- |
|
450 |
|
21,221 |
|
188 |
|
450 |
|
21,409 |
|
6,149 |
|
2010 |
|
2006 |
|
12266 DePaul Dr |
Buckhurst Hill, UKH |
|
|
- |
|
12,717 |
|
54,001 |
|
- |
|
12,717 |
|
54,001 |
|
3,832 |
|
2015 |
|
2013 |
|
High Road |
Burleson, TX |
|
|
- |
|
10 |
|
12,611 |
|
698 |
|
10 |
|
13,309 |
|
3,599 |
|
2011 |
|
2007 |
|
12001 South Freeway |
Burnsville, MN |
|
|
- |
|
- |
|
31,596 |
|
568 |
|
- |
|
32,164 |
|
6,446 |
|
2013 |
|
2014 |
|
14101 Fairview Dr |
Carmel, IN |
|
|
- |
|
2,280 |
|
19,238 |
|
649 |
|
2,280 |
|
19,886 |
|
6,935 |
|
2011 |
|
2005 |
|
12188-A North Meridian Street |
Carmel, IN |
|
|
- |
|
2,026 |
|
21,559 |
|
26 |
|
2,026 |
|
21,586 |
|
7,913 |
|
2011 |
|
2007 |
|
12188-B North Meridian Street |
Castle Rock, CO |
|
|
- |
|
80 |
|
13,004 |
|
571 |
|
79 |
|
13,576 |
|
2,347 |
|
2014 |
|
2013 |
|
2352 Meadows Boulevard |
Castle Rock, CO |
|
|
- |
|
- |
|
11,795 |
|
- |
|
- |
|
11,795 |
|
217 |
|
2016 |
|
2017 |
|
Meadows Boulevard |
Cedar Park, TX |
|
|
- |
|
132 |
|
20,701 |
|
- |
|
132 |
|
20,701 |
|
910 |
|
2017 |
|
2014 |
|
1401 Medical Parkway, Building 2 |
Charleston, SC |
|
|
- |
|
2,773 |
|
25,928 |
|
94 |
|
2,815 |
|
25,980 |
|
3,950 |
|
2014 |
|
2009 |
|
325 Folly Road |
Cincinnati, OH |
|
|
- |
|
- |
|
17,880 |
|
203 |
|
2 |
|
18,080 |
|
2,853 |
|
2012 |
|
2013 |
|
3301 Mercy Health Boulevard |
Claremore, OK |
|
|
- |
|
132 |
|
11,173 |
|
- |
|
132 |
|
11,173 |
|
3,009 |
|
2007 |
|
2005 |
|
1501 N. Florence Ave. |
Clarkson Valley, MO |
|
|
- |
|
- |
|
35,592 |
|
- |
|
- |
|
35,592 |
|
11,095 |
|
2009 |
|
2010 |
|
15945 Clayton Rd |
Clear Lake, TX |
|
|
- |
|
- |
|
13,882 |
|
- |
|
- |
|
13,882 |
|
1,157 |
|
2013 |
|
2014 |
|
1010 South Ponds Drive |
Columbia, MD |
|
|
- |
|
2,333 |
|
19,232 |
|
867 |
|
2,333 |
|
20,098 |
|
4,106 |
|
2012 |
|
2002 |
|
10700 Charter Drive |
Columbia, MD |
|
|
- |
|
23 |
|
33,885 |
|
1,417 |
|
9,353 |
|
25,972 |
|
4,616 |
|
2015 |
|
1982 |
|
5450 & 5500 Knoll N Dr. |
Coon Rapids, MN |
|
|
- |
|
- |
|
26,679 |
|
1,119 |
|
- |
|
27,798 |
|
4,240 |
|
2013 |
|
2014 |
|
11850 Blackfoot Street NW |
Costa Mesa, CA |
|
|
22,748 |
|
22,033 |
|
24,332 |
|
- |
|
22,033 |
|
24,332 |
|
1,376 |
|
2017 |
|
2007 |
|
1640 Newport Boulevard |
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 |
|
1,277 |
|
2011 |
|
1998 |
|
13413 US Hwy 301 |
Dallas, TX |
|
|
- |
|
122 |
|
15,419 |
|
- |
|
122 |
|
15,419 |
|
1,051 |
|
2013 |
|
2014 |
|
8196 Walnut Hill Lane |
Dallas, TX |
|
|
- |
|
137 |
|
28,690 |
|
3,624 |
|
137 |
|
32,315 |
|
12,204 |
|
2006 |
|
1995 |
|
9330 Poppy Dr. |
Dallas, TX |
|
|
- |
|
462 |
|
52,488 |
|
225 |
|
462 |
|
52,714 |
|
9,869 |
|
2012 |
|
2004 |
|
7115 Greenville Avenue |
Dayton, OH |
|
|
- |
|
730 |
|
6,919 |
|
362 |
|
730 |
|
7,281 |
|
2,591 |
|
2011 |
|
1988 |
|
1530 Needmore Road |
Deerfield Beach, FL |
|
|
- |
|
2,408 |
|
7,809 |
|
417 |
|
2,540 |
|
8,094 |
|
3,104 |
|
2011 |
|
2001 |
|
1192 East Newport Center Drive |
Delray Beach, FL |
|
|
- |
|
1,882 |
|
34,767 |
|
6,895 |
|
2,449 |
|
41,094 |
|
17,406 |
|
2006 |
|
1985 |
|
5130-5150 Linton Blvd. |
Durham, NC |
|
|
- |
|
1,212 |
|
22,858 |
|
1 |
|
1,212 |
|
22,859 |
|
3,166 |
|
2013 |
|
2012 |
|
1823 Hillandale Road |
Edina, MN |
|
|
- |
|
310 |
|
15,132 |
|
945 |
|
310 |
|
16,077 |
|
4,346 |
|
2010 |
|
2003 |
|
8100 W 78th St |
El Paso, TX |
|
|
- |
|
677 |
|
17,075 |
|
2,249 |
|
677 |
|
19,324 |
|
8,236 |
|
2006 |
|
1997 |
|
2400 Trawood Dr. |
Everett, WA |
|
|
- |
|
4,842 |
|
26,010 |
|
- |
|
4,842 |
|
26,010 |
|
6,630 |
|
2010 |
|
2011 |
|
13020 Meridian Ave. S. |
Fenton, MO |
|
|
10,919 |
|
958 |
|
27,485 |
|
714 |
|
958 |
|
28,199 |
|
6,192 |
|
2013 |
|
2009 |
|
1011 Bowles Avenue |
Fenton, MO |
|
|
- |
|
369 |
|
13,911 |
|
104 |
|
369 |
|
14,016 |
|
2,226 |
|
2013 |
|
2009 |
|
1055 Bowles Avenue |
Florham Park, NJ |
|
|
- |
|
8,578 |
|
61,779 |
|
- |
|
8,578 |
|
61,779 |
|
- |
|
2017 |
|
2017 |
|
150 Park Avenue |
Flower Mound, TX |
|
|
- |
|
737 |
|
9,277 |
|
- |
|
737 |
|
9,277 |
|
1,075 |
|
2015 |
|
2014 |
|
2560 Central Park Avenue |
Flower Mound, TX |
|
|
- |
|
4,164 |
|
27,027 |
|
- |
|
4,164 |
|
27,027 |
|
3,751 |
|
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 |
|
4,515 |
|
2012 |
|
2004 |
|
7916 Jefferson Boulevard |
Fort Worth, TX |
|
|
- |
|
462 |
|
26,020 |
|
358 |
|
462 |
|
26,378 |
|
4,027 |
|
2012 |
|
2012 |
|
10840 Texas Health Trail |
Fort Worth, TX |
|
|
- |
|
401 |
|
6,099 |
|
- |
|
401 |
|
6,099 |
|
933 |
|
2014 |
|
2007 |
|
7200 Oakmont Boulevard |
Franklin, TN |
|
|
- |
|
2,338 |
|
12,138 |
|
2,560 |
|
2,338 |
|
14,699 |
|
5,518 |
|
2007 |
|
1988 |
|
100 Covey Drive |
Frisco, TX |
|
|
- |
|
- |
|
18,635 |
|
1,476 |
|
- |
|
20,111 |
|
7,141 |
|
2007 |
|
2004 |
|
4401 Coit Road |
Frisco, TX |
|
|
- |
|
- |
|
15,309 |
|
2,537 |
|
- |
|
17,846 |
|
6,838 |
|
2007 |
|
2004 |
|
4461 Coit Road |
Fullerton, CA |
|
|
- |
|
5,477 |
|
53,890 |
|
- |
|
5,477 |
|
53,890 |
|
1,929 |
|
2014 |
|
2007 |
|
1950 Sunny Crest Drive |
Gallatin, TN |
|
|
- |
|
20 |
|
21,801 |
|
1,729 |
|
44 |
|
23,506 |
|
6,998 |
|
2010 |
|
1997 |
|
300 Steam Plant Rd |
Gig Harbor, WA |
|
|
- |
|
80 |
|
30,810 |
|
- |
|
80 |
|
30,810 |
|
2,712 |
|
2010 |
|
2009 |
|
11511 Canterwood Blvd. NW |
Glendale, CA |
|
|
- |
|
37 |
|
18,398 |
|
1,455 |
|
37 |
|
19,853 |
|
6,341 |
|
2007 |
|
2002 |
|
222 W. Eulalia St. |
Grand Prairie, TX |
|
|
- |
|
981 |
|
6,086 |
|
- |
|
981 |
|
6,086 |
|
1,793 |
|
2012 |
|
2009 |
|
2740 N State Hwy 360 |
Grapevine, TX |
|
|
- |
|
- |
|
5,943 |
|
4,778 |
|
2,081 |
|
8,640 |
|
1,203 |
|
2014 |
|
2002 |
|
2040 W State Hwy 114 |
Grapevine, TX |
|
|
- |
|
3,365 |
|
15,669 |
|
30 |
|
3,365 |
|
15,699 |
|
3,256 |
|
2014 |
|
2002 |
|
2020 W State Hwy 114 |
Greeneville, TN |
|
|
- |
|
970 |
|
10,104 |
|
73 |
|
970 |
|
10,178 |
|
3,387 |
|
2010 |
|
2005 |
|
438 East Vann Rd |
Greenwood, IN |
|
|
- |
|
8,316 |
|
26,384 |
|
- |
|
8,316 |
|
26,384 |
|
5,821 |
|
2012 |
|
2010 |
|
1260 Innovation Parkway |
Greenwood, IN |
|
|
- |
|
2,098 |
|
21,538 |
|
638 |
|
2,098 |
|
22,176 |
|
2,579 |
|
2014 |
|
2013 |
|
3000 S State Road 135 |
Greenwood, IN |
|
|
- |
|
1,262 |
|
7,045 |
|
8 |
|
1,262 |
|
7,053 |
|
1,226 |
|
2014 |
|
2010 |
|
333 E County Line Road |
High Point, NC |
|
|
- |
|
2,659 |
|
29,069 |
|
122 |
|
2,659 |
|
29,191 |
|
5,515 |
|
2012 |
|
2010 |
|
4515 Premier Drive |
Highland, IL |
|
|
- |
|
- |
|
8,834 |
|
- |
|
- |
|
8,834 |
|
1,298 |
|
2012 |
|
2013 |
|
12860 Troxler Avenue |
Houston, TX |
|
|
- |
|
10,403 |
|
- |
|
- |
|
10,403 |
|
- |
|
5 |
|
2011 |
|
1900 |
|
F.M. 1960 & Northgate Forest Dr. |
Houston, TX |
|
|
- |
|
5,837 |
|
33,128 |
|
150 |
|
5,837 |
|
33,278 |
|
9,728 |
|
2012 |
|
2005 |
|
15655 Cypress Woods Medical Dr. |
Houston, TX |
|
|
- |
|
3,102 |
|
32,323 |
|
2,497 |
|
3,242 |
|
34,680 |
|
5,775 |
|
2014 |
|
2014 |
|
1900 N Loop W Freeway |
Houston, TX |
|
|
- |
|
3,688 |
|
13,313 |
|
116 |
|
3,688 |
|
13,430 |
|
2,910 |
|
2012 |
|
2007 |
|
10701 Vintage Preserve Parkway |
Houston, TX |
|
|
- |
|
1,099 |
|
1,604 |
|
78,408 |
|
12,815 |
|
68,296 |
|
11,702 |
|
2012 |
|
1998 |
|
2727 W Holcombe Boulevard |
Howell, MI |
|
|
- |
|
2,000 |
|
13,928 |
|
- |
|
2,000 |
|
13,928 |
|
158 |
|
2016 |
|
2017 |
|
1225 South Latson Road |
Hudson, OH |
|
|
- |
|
2,587 |
|
13,720 |
|
672 |
|
2,868 |
|
14,111 |
|
4,157 |
|
2012 |
|
2006 |
|
5655 Hudson Drive |
Humble, TX |
|
|
- |
|
- |
|
9,941 |
|
- |
|
- |
|
9,941 |
|
787 |
|
2013 |
|
2014 |
|
8233 N. Sam Houston Parkway E. |
Jackson, MI |
|
|
- |
|
607 |
|
17,367 |
|
123 |
|
668 |
|
17,429 |
|
3,709 |
|
2013 |
|
2009 |
|
1201 E Michigan Avenue |
Jupiter, FL |
|
|
- |
|
2,252 |
|
11,415 |
|
3,397 |
|
2,608 |
|
14,456 |
|
4,941 |
|
2006 |
|
2001 |
|
550 Heritage Dr. |
Jupiter, FL |
|
|
- |
|
2,825 |
|
5,858 |
|
863 |
|
3,005 |
|
6,540 |
|
2,807 |
|
2007 |
|
2004 |
|
600 Heritage Dr. |
Killeen, TX |
|
|
- |
|
760 |
|
22,878 |
|
127 |
|
795 |
|
22,970 |
|
7,008 |
|
2010 |
|
2010 |
|
2405 Clear Creek Rd |
Killeen, TX |
|
|
- |
|
1,907 |
|
3,575 |
|
- |
|
1,907 |
|
3,575 |
|
477 |
|
2011 |
|
2012 |
|
5702 E Central Texas Expressway |
Kyle, TX |
|
|
- |
|
2,569 |
|
14,384 |
|
466 |
|
2,569 |
|
14,850 |
|
2,321 |
|
2014 |
|
2011 |
|
135 Bunton Creek Road |
La Jolla, CA |
|
|
- |
|
12,855 |
|
32,658 |
|
168 |
|
12,855 |
|
32,826 |
|
4,500 |
|
2015 |
|
1989 |
|
4150 Regents Park Row |
La Jolla, CA |
|
|
- |
|
9,425 |
|
26,525 |
|
- |
|
9,425 |
|
26,525 |
|
2,814 |
|
2015 |
|
1988 |
|
4120 & 4130 La Jolla Village Drive |
La Quinta, CA |
|
|
- |
|
3,266 |
|
22,066 |
|
194 |
|
3,279 |
|
22,247 |
|
3,785 |
|
2014 |
|
2006 |
|
47647 Caleo Bay Drive |
Lake St Louis, MO |
|
|
- |
|
240 |
|
14,249 |
|
192 |
|
240 |
|
14,441 |
|
4,499 |
|
2010 |
|
2008 |
|
400 Medical Dr |
Lakeway, TX |
|
|
- |
|
2,801 |
|
- |
|
- |
|
2,801 |
|
- |
|
- |
|
2007 |
|
1900 |
|
Lohmans Crossing Road |
Lakewood, CA |
|
|
- |
|
146 |
|
14,885 |
|
2,291 |
|
146 |
|
17,176 |
|
5,902 |
|
2006 |
|
1993 |
|
5750 Downey Ave. |
Lakewood, WA |
|
|
- |
|
72 |
|
16,017 |
|
675 |
|
72 |
|
16,693 |
|
3,256 |
|
2012 |
|
2005 |
|
11307 Bridgeport Way SW |
Land O Lakes, FL |
|
|
- |
|
3,025 |
|
26,249 |
|
- |
|
3,025 |
|
26,249 |
|
157 |
|
2017 |
|
2009 |
|
2100 Via Bella |
Land O Lakes, FL |
|
|
- |
|
1,376 |
|
6,750 |
|
- |
|
1,376 |
|
6,750 |
|
45 |
|
2017 |
|
2011 |
|
2150 Via Bella |
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 |
|
1,039 |
|
2,319 |
|
5,651 |
|
2,478 |
|
2006 |
|
1991 |
|
2870 S. Maryland Pkwy. |
Las Vegas, NV |
|
|
- |
|
74 |
|
15,287 |
|
1,351 |
|
74 |
|
16,638 |
|
5,930 |
|
2006 |
|
2000 |
|
1815 E. Lake Mead Blvd. |
Las Vegas, NV |
|
|
- |
|
433 |
|
6,921 |
|
214 |
|
433 |
|
7,135 |
|
3,022 |
|
2007 |
|
1997 |
|
1776 E. Warm Springs Rd. |
Lenexa, KS |
|
|
- |
|
540 |
|
17,926 |
|
290 |
|
540 |
|
18,216 |
|
4,676 |
|
2010 |
|
2008 |
|
23401 Prairie Star Pkwy |
Lenexa, KS |
|
|
- |
|
100 |
|
13,767 |
|
- |
|
100 |
|
13,767 |
|
1,353 |
|
2013 |
|
2013 |
|
23351 Prairie Star Parkway |
Lincoln, NE |
|
|
- |
|
1,420 |
|
29,723 |
|
422 |
|
1,420 |
|
30,145 |
|
9,862 |
|
2010 |
|
2003 |
|
575 South 70th St |
London, UKI |
|
|
- |
|
5,547 |
|
12,253 |
|
- |
|
5,547 |
|
12,253 |
|
869 |
|
2015 |
|
2007 |
|
17-19 View Road |
London, UKI |
|
|
- |
|
19,076 |
|
167,391 |
|
- |
|
19,076 |
|
167,391 |
|
11,878 |
|
2015 |
|
2010 |
|
53 Parkside |
London, UKI |
|
|
- |
|
4,329 |
|
29,815 |
|
- |
|
4,329 |
|
29,815 |
|
2,116 |
|
2015 |
|
2003 |
|
49 Parkside |
Los Alamitos, CA |
|
|
- |
|
39 |
|
18,635 |
|
1,085 |
|
39 |
|
19,720 |
|
6,792 |
|
2007 |
|
2003 |
|
3771 Katella Ave. |
Los Gatos, CA |
|
|
- |
|
488 |
|
22,386 |
|
2,354 |
|
488 |
|
24,739 |
|
10,115 |
|
2006 |
|
1993 |
|
555 Knowles Dr. |
Loxahatchee, FL |
|
|
- |
|
1,637 |
|
5,048 |
|
1,063 |
|
1,719 |
|
6,029 |
|
2,484 |
|
2006 |
|
1997 |
|
12977 Southern Blvd. |
Loxahatchee, FL |
|
|
- |
|
1,340 |
|
6,509 |
|
1,252 |
|
1,440 |
|
7,662 |
|
2,853 |
|
2006 |
|
1993 |
|
12989 Southern Blvd. |
Loxahatchee, FL |
|
|
- |
|
1,553 |
|
4,694 |
|
1,369 |
|
1,650 |
|
5,966 |
|
2,358 |
|
2006 |
|
1994 |
|
12983 Southern Blvd. |
Marietta, GA |
|
|
- |
|
2,682 |
|
20,053 |
|
1,392 |
|
2,682 |
|
21,446 |
|
1,010 |
|
2016 |
|
2016 |
|
4800 Olde Towne Parkway |
Melbourne, FL |
|
|
- |
|
3,439 |
|
50,461 |
|
420 |
|
3,538 |
|
50,783 |
|
7,147 |
|
2014 |
|
2009 |
|
2222 South Harbor City Boulevard |
Menasha, WI |
|
|
- |
|
1,374 |
|
13,861 |
|
3,074 |
|
1,345 |
|
16,964 |
|
1,364 |
|
2016 |
|
1994 |
|
1550 Midway Place |
Merced, CA |
|
|
- |
|
- |
|
13,772 |
|
814 |
|
- |
|
14,586 |
|
4,436 |
|
2009 |
|
2010 |
|
315 Mercy Ave. |
Merriam, KS |
|
|
- |
|
176 |
|
8,005 |
|
304 |
|
176 |
|
8,309 |
|
2,898 |
|
2011 |
|
1972 |
|
8800 West 75th Street |
Merriam, KS |
|
|
- |
|
- |
|
1,996 |
|
2,184 |
|
81 |
|
4,099 |
|
1,508 |
|
2011 |
|
1980 |
|
7301 Frontage Street |
Merriam, KS |
|
|
- |
|
- |
|
10,222 |
|
4,510 |
|
444 |
|
14,287 |
|
4,793 |
|
2011 |
|
1977 |
|
8901 West 74th Street |
Merriam, KS |
|
|
- |
|
- |
|
5,862 |
|
3,163 |
|
182 |
|
8,842 |
|
2,960 |
|
2011 |
|
1985 |
|
9119 West 74th Street |
Merriam, KS |
|
|
- |
|
1,257 |
|
24,911 |
|
- |
|
1,257 |
|
24,911 |
|
4,881 |
|
2013 |
|
2009 |
|
9301 West 74th Street |
Merrillville, IN |
|
|
- |
|
- |
|
22,134 |
|
890 |
|
- |
|
23,024 |
|
6,471 |
|
2008 |
|
2006 |
|
101 E. 87th Ave. |
Mesa, AZ |
|
|
- |
|
1,558 |
|
9,561 |
|
739 |
|
1,558 |
|
10,300 |
|
4,396 |
|
2008 |
|
1989 |
|
6424 East Broadway Road |
Mesquite, TX |
|
|
- |
|
496 |
|
3,834 |
|
- |
|
496 |
|
3,834 |
|
867 |
|
2012 |
|
2012 |
|
1575 I-30 |
Mission Hills, CA |
|
|
24,325 |
|
- |
|
42,276 |
|
5,777 |
|
4,791 |
|
43,262 |
|
6,715 |
|
2014 |
|
1986 |
|
11550 Indian Hills Road |
Missouri City, TX |
|
|
- |
|
1,360 |
|
7,146 |
|
- |
|
1,360 |
|
7,146 |
|
238 |
|
2015 |
|
2016 |
|
7010 Highway 6 |
Moline, IL |
|
|
- |
|
- |
|
8,783 |
|
29 |
|
- |
|
8,812 |
|
947 |
|
2012 |
|
2013 |
|
3900 28th Avenue Drive |
Monticello, MN |
|
|
7,526 |
|
61 |
|
18,489 |
|
48 |
|
61 |
|
18,537 |
|
3,317 |
|
2012 |
|
2008 |
|
1001 Hart Boulevard |
Moorestown, NJ |
|
|
- |
|
6 |
|
50,896 |
|
147 |
|
147 |
|
50,902 |
|
10,435 |
|
2011 |
|
2012 |
|
401 Young Avenue |
Morrow, GA |
|
|
- |
|
818 |
|
8,064 |
|
234 |
|
845 |
|
8,270 |
|
4,063 |
|
2007 |
|
1990 |
|
6635 Lake Drive |
Mount Juliet, TN |
|
|
- |
|
1,566 |
|
11,697 |
|
1,434 |
|
1,566 |
|
13,131 |
|
5,153 |
|
2007 |
|
2005 |
|
5002 Crossings Circle |
Mount Vernon, IL |
|
|
- |
|
- |
|
24,892 |
|
- |
|
- |
|
24,892 |
|
5,282 |
|
2011 |
|
2012 |
|
2 Good Samaritan Way |
Murrieta, CA |
|
|
- |
|
3,800 |
|
- |
|
- |
|
3,800 |
|
- |
|
- |
|
2014 |
|
1900 |
|
28078 Baxter Rd. |
Murrieta, CA |
|
|
- |
|
- |
|
47,190 |
|
46 |
|
- |
|
47,236 |
|
15,692 |
|
2010 |
|
2011 |
|
28078 Baxter Rd. |
Nashville, TN |
|
|
- |
|
1,806 |
|
7,165 |
|
3,234 |
|
1,942 |
|
10,263 |
|
3,951 |
|
2006 |
|
1986 |
|
310 25th Ave. N. |
Nassau Bay, TX |
|
|
- |
|
378 |
|
31,206 |
|
168 |
|
378 |
|
31,374 |
|
7,866 |
|
2012 |
|
1981 |
|
18100 St John Drive |
Nassau Bay, TX |
|
|
- |
|
91 |
|
10,613 |
|
1,282 |
|
91 |
|
11,894 |
|
3,369 |
|
2012 |
|
1986 |
|
2060 Space Park Drive |
New Albany, IN |
|
|
- |
|
2,411 |
|
16,494 |
|
30 |
|
2,411 |
|
16,524 |
|
2,318 |
|
2014 |
|
2001 |
|
2210 Green Valley Road |
Niagara Falls, NY |
|
|
- |
|
1,433 |
|
10,891 |
|
435 |
|
1,721 |
|
11,037 |
|
5,311 |
|
2007 |
|
1995 |
|
6932 - 6934 Williams Rd |
Niagara Falls, NY |
|
|
- |
|
454 |
|
8,362 |
|
307 |
|
454 |
|
8,669 |
|
2,967 |
|
2007 |
|
2004 |
|
6930 Williams Rd |
Oklahoma City, OK |
|
|
- |
|
216 |
|
19,135 |
|
378 |
|
216 |
|
19,513 |
|
4,392 |
|
2013 |
|
2008 |
|
535 NW 9th Street |
Oro Valley, AZ |
|
|
- |
|
89 |
|
18,339 |
|
969 |
|
89 |
|
19,308 |
|
6,489 |
|
2007 |
|
2004 |
|
1521 East Tangerine Rd. |
Palmer, AK |
|
|
- |
|
217 |
|
29,705 |
|
1,333 |
|
217 |
|
31,038 |
|
10,170 |
|
2007 |
|
2006 |
|
2490 South Woodworth Loop |
Pasadena, TX |
|
|
- |
|
1,700 |
|
8,009 |
|
- |
|
1,700 |
|
8,009 |
|
902 |
|
2012 |
|
2013 |
|
5001 E Sam Houston Parkway S |
Pearland, TX |
|
|
- |
|
1,500 |
|
11,253 |
|
- |
|
1,500 |
|
11,253 |
|
1,175 |
|
2012 |
|
2013 |
|
2515 Business Center Drive |
Pearland, TX |
|
|
- |
|
9,594 |
|
32,753 |
|
191 |
|
9,807 |
|
32,731 |
|
3,801 |
|
2014 |
|
2013 |
|
11511 Shadow Creek Parkway |
Pendleton, OR |
|
|
- |
|
- |
|
10,312 |
|
43 |
|
- |
|
10,355 |
|
1,076 |
|
2012 |
|
2013 |
|
3001 St. Anthony Way |
Phoenix, AZ |
|
|
- |
|
1,149 |
|
48,018 |
|
11,667 |
|
1,149 |
|
59,685 |
|
23,017 |
|
2006 |
|
1998 |
|
2222 E. Highland Ave. |
Pineville, NC |
|
|
- |
|
961 |
|
6,974 |
|
2,504 |
|
1,077 |
|
9,362 |
|
4,180 |
|
2006 |
|
1988 |
|
10512 Park Rd. |
Plano, TX |
|
|
- |
|
5,423 |
|
20,698 |
|
138 |
|
5,423 |
|
20,836 |
|
11,412 |
|
2008 |
|
2007 |
|
6957 Plano Parkway |
Plano, TX |
|
|
- |
|
793 |
|
83,209 |
|
1,356 |
|
793 |
|
84,566 |
|
18,638 |
|
2012 |
|
2005 |
|
6020 West Parker Road |
Plantation, FL |
|
|
- |
|
8,563 |
|
10,666 |
|
4,269 |
|
8,575 |
|
14,923 |
|
7,044 |
|
2006 |
|
1997 |
|
851-865 SW 78th Ave. |
Plantation, FL |
|
|
- |
|
8,848 |
|
9,262 |
|
893 |
|
8,908 |
|
10,095 |
|
6,498 |
|
2006 |
|
1996 |
|
600 Pine Island Rd. |
Portland, ME |
|
|
- |
|
655 |
|
25,930 |
|
13 |
|
655 |
|
25,943 |
|
7,307 |
|
2011 |
|
2008 |
|
195 Fore River Parkway |
Redmond, WA |
|
|
- |
|
5,015 |
|
26,697 |
|
876 |
|
5,015 |
|
27,573 |
|
7,241 |
|
2010 |
|
2011 |
|
18000 NE Union Hill Rd. |
Reno, NV |
|
|
- |
|
1,117 |
|
21,972 |
|
2,056 |
|
1,117 |
|
24,028 |
|
8,627 |
|
2006 |
|
1991 |
|
343 Elm St. |
Richmond, TX |
|
|
- |
|
2,000 |
|
9,118 |
|
- |
|
2,000 |
|
9,118 |
|
399 |
|
2015 |
|
2016 |
|
22121 FM 1093 Road |
Richmond, VA |
|
|
- |
|
2,969 |
|
26,697 |
|
630 |
|
3,004 |
|
27,291 |
|
7,440 |
|
2012 |
|
2008 |
|
7001 Forest Avenue |
Rockwall, TX |
|
|
- |
|
132 |
|
17,197 |
|
527 |
|
132 |
|
17,723 |
|
4,142 |
|
2012 |
|
2008 |
|
3142 Horizon Road |
Rogers, AR |
|
|
- |
|
1,062 |
|
28,680 |
|
2,004 |
|
1,062 |
|
30,684 |
|
9,017 |
|
2011 |
|
2008 |
|
2708 Rife Medical Lane |
Rolla, MO |
|
|
- |
|
1,931 |
|
47,639 |
|
- |
|
1,931 |
|
47,639 |
|
11,144 |
|
2011 |
|
2009 |
|
1605 Martin Spring Drive |
Roswell, NM |
|
|
- |
|
183 |
|
5,851 |
|
- |
|
183 |
|
5,851 |
|
1,619 |
|
2011 |
|
2004 |
|
601 West Country Club Road |
Roswell, NM |
|
|
- |
|
883 |
|
15,984 |
|
18 |
|
883 |
|
16,002 |
|
3,974 |
|
2011 |
|
2006 |
|
350 West Country Club Road |
Roswell, NM |
|
|
- |
|
762 |
|
17,171 |
|
1 |
|
762 |
|
17,171 |
|
3,499 |
|
2011 |
|
2009 |
|
300 West Country Club Road |
Sacramento, CA |
|
|
- |
|
866 |
|
12,756 |
|
1,737 |
|
869 |
|
14,490 |
|
5,359 |
|
2006 |
|
1990 |
|
8120 Timberlake Way |
Salem, NH |
|
|
- |
|
1,655 |
|
14,050 |
|
20 |
|
1,655 |
|
14,070 |
|
2,381 |
|
2014 |
|
2013 |
|
31 Stiles Road |
San Antonio, TX |
|
|
- |
|
1,048 |
|
10,252 |
|
- |
|
1,048 |
|
10,252 |
|
4,636 |
|
2006 |
|
1999 |
|
19016 Stone Oak Pkwy. |
San Antonio, TX |
|
|
- |
|
1,038 |
|
9,173 |
|
1,853 |
|
1,074 |
|
10,990 |
|
5,151 |
|
2006 |
|
1999 |
|
540 Stone Oak Centre Drive |
San Antonio, TX |
|
|
- |
|
4,518 |
|
31,041 |
|
3,353 |
|
4,548 |
|
34,364 |
|
9,138 |
|
2012 |
|
1986 |
|
5282 Medical Drive |
San Antonio, TX |
|
|
- |
|
900 |
|
17,288 |
|
620 |
|
900 |
|
17,907 |
|
3,636 |
|
2014 |
|
2007 |
|
3903 Wiseman Boulevard |
Santa Clarita, CA |
|
|
- |
|
- |
|
2,338 |
|
20,063 |
|
5,218 |
|
17,183 |
|
2,505 |
|
2014 |
|
1976 |
|
23861 McBean Parkway |
Santa Clarita, CA |
|
|
- |
|
- |
|
28,384 |
|
1,499 |
|
5,250 |
|
24,633 |
|
3,534 |
|
2014 |
|
1998 |
|
23929 McBean Parkway |
Santa Clarita, CA |
|
|
- |
|
278 |
|
185 |
|
11,595 |
|
11,872 |
|
185 |
|
123 |
|
2014 |
|
1996 |
|
23871 McBean Parkway |
Santa Clarita, CA |
|
|
25,000 |
|
295 |
|
40,257 |
|
- |
|
295 |
|
40,257 |
|
3,964 |
|
2014 |
|
2013 |
|
23803 McBean Parkway |
Santa Clarita, CA |
|
|
- |
|
- |
|
20,618 |
|
718 |
|
4,407 |
|
16,929 |
|
2,615 |
|
2014 |
|
1989 |
|
24355 Lyons Avenue |
Sarasota, FL |
|
|
- |
|
62 |
|
47,325 |
|
3,134 |
|
62 |
|
50,459 |
|
11,273 |
|
2012 |
|
1990 |
|
1921 Waldemere Street |
Seattle, WA |
|
|
- |
|
4,410 |
|
38,428 |
|
392 |
|
4,410 |
|
38,820 |
|
13,671 |
|
2010 |
|
2010 |
|
5350 Tallman Ave |
Sewell, NJ |
|
|
- |
|
60 |
|
57,929 |
|
683 |
|
164 |
|
58,508 |
|
21,485 |
|
2007 |
|
2009 |
|
239 Hurffville-Cross Keys Road |
Shakopee, MN |
|
|
5,900 |
|
508 |
|
11,412 |
|
391 |
|
509 |
|
11,802 |
|
3,714 |
|
2010 |
|
1996 |
|
1515 St Francis Ave |
Shakopee, MN |
|
|
9,964 |
|
707 |
|
18,089 |
|
78 |
|
773 |
|
18,102 |
|
4,421 |
|
2010 |
|
2007 |
|
1601 St Francis Ave |
Shenandoah, TX |
|
|
- |
|
- |
|
21,135 |
|
51 |
|
24 |
|
21,162 |
|
1,586 |
|
2013 |
|
2014 |
|
106 Vision Park Boulevard |
Sherman Oaks, CA |
|
|
- |
|
- |
|
32,186 |
|
2,729 |
|
3,121 |
|
31,795 |
|
4,762 |
|
2014 |
|
1969 |
|
4955 Van Nuys Boulevard |
Somerville, NJ |
|
|
- |
|
3,400 |
|
22,244 |
|
2 |
|
3,400 |
|
22,246 |
|
5,237 |
|
2008 |
|
2007 |
|
30 Rehill Avenue |
Southlake, TX |
|
|
- |
|
3,000 |
|
- |
|
- |
|
3,000 |
|
- |
|
- |
|
2014 |
|
1900 |
|
Central Avenue |
Southlake, TX |
|
|
- |
|
592 |
|
18,243 |
|
1,101 |
|
592 |
|
19,344 |
|
4,305 |
|
2012 |
|
2004 |
|
1545 East Southlake Boulevard |
Southlake, TX |
|
|
- |
|
698 |
|
30,549 |
|
3,915 |
|
698 |
|
34,464 |
|
6,472 |
|
2012 |
|
2004 |
|
1545 East Southlake Boulevard |
Springfield, IL |
|
|
- |
|
1,569 |
|
10,350 |
|
- |
|
1,568 |
|
10,351 |
|
852 |
|
2010 |
|
2011 |
|
1100 East Lincolnshire Blvd |
Springfield, IL |
|
|
- |
|
177 |
|
3,519 |
|
31 |
|
177 |
|
3,551 |
|
300 |
|
2010 |
|
2011 |
|
2801 Mathers Rd. |
St Paul, MN |
|
|
- |
|
49 |
|
37,695 |
|
402 |
|
49 |
|
38,096 |
|
4,007 |
|
2014 |
|
2006 |
|
225 Smith Avenue N. |
St. Louis, MO |
|
|
- |
|
336 |
|
17,247 |
|
2,004 |
|
336 |
|
19,250 |
|
6,769 |
|
2007 |
|
2001 |
|
2325 Dougherty Rd. |
St. Paul, MN |
|
|
- |
|
2,706 |
|
39,507 |
|
325 |
|
2,701 |
|
39,838 |
|
10,622 |
|
2011 |
|
2007 |
|
435 Phalen Boulevard |
Stamford, CT |
|
|
- |
|
- |
|
41,153 |
|
1,709 |
|
- |
|
42,862 |
|
1,176 |
|
2015 |
|
2016 |
|
29 Hospital Plaza |
Suffern, NY |
|
|
- |
|
653 |
|
37,255 |
|
183 |
|
696 |
|
37,394 |
|
10,155 |
|
2011 |
|
2007 |
|
257 Lafayette Avenue |
Suffolk, VA |
|
|
- |
|
1,566 |
|
11,511 |
|
219 |
|
1,620 |
|
11,676 |
|
4,328 |
|
2010 |
|
2007 |
|
5838 Harbour View Blvd. |
Sugar Land, TX |
|
|
- |
|
3,543 |
|
15,532 |
|
- |
|
3,543 |
|
15,532 |
|
4,408 |
|
2012 |
|
2005 |
|
11555 University Boulevard |
Tacoma, WA |
|
|
- |
|
- |
|
64,307 |
|
- |
|
- |
|
64,307 |
|
14,457 |
|
2011 |
|
2013 |
|
1608 South J Street |
Tallahassee, FL |
|
|
- |
|
- |
|
17,449 |
|
- |
|
- |
|
17,449 |
|
5,095 |
|
2010 |
|
2011 |
|
One Healing Place |
Tampa, FL |
|
|
- |
|
4,319 |
|
12,234 |
|
- |
|
4,319 |
|
12,234 |
|
2,425 |
|
2011 |
|
2003 |
|
14547 Bruce B Downs Blvd |
Tampa, FL |
|
|
- |
|
1,462 |
|
7,270 |
|
- |
|
1,462 |
|
7,270 |
|
47 |
|
2017 |
|
1996 |
|
12500 N Dale Mabry |
Temple, TX |
|
|
- |
|
2,900 |
|
9,954 |
|
26 |
|
2,900 |
|
9,980 |
|
1,375 |
|
2011 |
|
2012 |
|
2601 Thornton Lane |
Timonium, MD |
|
|
- |
|
8,829 |
|
12,568 |
|
- |
|
8,829 |
|
12,568 |
|
263 |
|
2015 |
|
2017 |
|
2118 Greenspring Drive |
Tucson, AZ |
|
|
- |
|
1,302 |
|
4,925 |
|
897 |
|
1,325 |
|
5,799 |
|
2,662 |
|
2008 |
|
1995 |
|
2055 W. Hospital Dr. |
Tustin, CA |
|
|
- |
|
3,345 |
|
541 |
|
61 |
|
3,345 |
|
602 |
|
230 |
|
2015 |
|
1976 |
|
14591 Newport Ave |
Tustin, CA |
|
|
- |
|
3,361 |
|
12,039 |
|
1,421 |
|
3,361 |
|
13,460 |
|
2,124 |
|
2015 |
|
1985 |
|
14642 Newport Ave |
Van Nuys, CA |
|
|
- |
|
- |
|
36,187 |
|
- |
|
- |
|
36,187 |
|
8,749 |
|
2009 |
|
1991 |
|
6815 Noble Ave. |
Voorhees, NJ |
|
|
- |
|
6,404 |
|
24,251 |
|
1,499 |
|
6,477 |
|
25,677 |
|
9,126 |
|
2006 |
|
1997 |
|
900 Centennial Blvd. |
Voorhees, NJ |
|
|
- |
|
6 |
|
96,075 |
|
400 |
|
99 |
|
96,381 |
|
21,530 |
|
2010 |
|
2012 |
|
200 Bowman Drive |
Wausau, WI |
|
|
- |
|
2,050 |
|
12,176 |
|
- |
|
2,050 |
|
12,176 |
|
352 |
|
2015 |
|
2017 |
|
1901 Westwood Center Boulevard |
Waxahachie, TX |
|
|
- |
|
- |
|
18,784 |
|
95 |
|
303 |
|
18,576 |
|
909 |
|
2016 |
|
2014 |
|
2460 N I-35 East |
Wellington, FL |
|
|
- |
|
107 |
|
16,933 |
|
2,685 |
|
326 |
|
19,398 |
|
6,388 |
|
2006 |
|
2000 |
|
10115 Forest Hill Blvd. |
Wellington, FL |
|
|
- |
|
388 |
|
13,697 |
|
1,637 |
|
580 |
|
15,142 |
|
4,720 |
|
2007 |
|
2003 |
|
1395 State Rd. 7 |
West Seneca, NY |
|
|
- |
|
917 |
|
22,435 |
|
3,841 |
|
1,665 |
|
25,528 |
|
9,442 |
|
2007 |
|
1990 |
|
550 Orchard Park Rd |
Zephyrhills, FL |
|
$ |
- |
$ |
3,874 |
$ |
27,266 |
$ |
- |
$ |
3,875 |
$ |
27,274 |
$ |
5,923 |
|
2011 |
|
1974 |
|
38135 Market Square Dr |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outpatient medical total: |
|
$ |
218,382 |
$ |
574,346 |
$ |
4,724,190 |
$ |
315,225 |
$ |
639,696 |
$ |
4,974,067 |
$ |
1,096,012 |
|
|
|
|
|
|
101
Welltower Inc. |
|
|
|||||||||||||||||||
Schedule III |
|
|
|||||||||||||||||||
Real Estate and Accumulated Depreciation |
|
|
|||||||||||||||||||
December 31, 2017 |
|
|
|||||||||||||||||||
(Dollars in thousands) |
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company |
|
|
|
Gross Amount at Which Carried at Close of Period |
|
|
|
|
|
|
||||||
Description |
|
|
Encumbrances |
|
Land |
|
Buildings & Improvements |
|
Cost Capitalized Subsequent to Acquisition |
|
Land |
|
Buildings & Improvements |
|
Accumulated Depreciation |
|
Year Acquired |
|
Year Built |
|
Address |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale: |
|
|
|||||||||||||||||||
Agawam, MA |
|
$ |
- |
$ |
1,230 |
$ |
13,618 |
$ |
- |
$ |
- |
$ |
8,189 |
$ |
- |
|
2011 |
|
1975 |
|
61 Cooper Street |
Agawam, MA |
|
|
- |
|
930 |
|
15,304 |
|
- |
|
- |
|
8,807 |
|
- |
|
2011 |
|
1970 |
|
55 Cooper Street |
Agawam, MA |
|
|
- |
|
920 |
|
10,661 |
|
- |
|
- |
|
6,185 |
|
- |
|
2011 |
|
1985 |
|
464 Main Street |
Agawam, MA |
|
|
- |
|
920 |
|
10,562 |
|
- |
|
- |
|
6,111 |
|
- |
|
2011 |
|
1967 |
|
65 Cooper Street |
Aspen Hill, MD |
|
|
- |
|
- |
|
9,008 |
|
- |
|
- |
|
7,730 |
|
- |
|
2011 |
|
1988 |
|
3227 Bel Pre Road |
Aurora, CO |
|
|
- |
|
2,600 |
|
5,906 |
|
2,128 |
|
- |
|
10,634 |
|
- |
|
2006 |
|
1988 |
|
14101 E. Evans Ave. |
Ayer, MA |
|
|
- |
|
- |
|
22,074 |
|
- |
|
- |
|
11,708 |
|
- |
|
2011 |
|
1988 |
|
400 Groton Road |
Beachwood, OH |
|
|
- |
|
1,260 |
|
23,478 |
|
- |
|
- |
|
13,114 |
|
- |
|
2001 |
|
1990 |
|
3800 Park East Drive |
Bend, OR |
|
|
- |
|
1,210 |
|
9,181 |
|
- |
|
- |
|
9,762 |
|
- |
|
2015 |
|
1981 |
|
1801 NE Lotus Drive |
Bremerton, WA |
|
|
- |
|
390 |
|
2,210 |
|
- |
|
- |
|
2,073 |
|
- |
|
2006 |
|
1999 |
|
3231 Pine Road |
Bremerton, WA |
|
|
- |
|
830 |
|
10,420 |
|
- |
|
- |
|
9,872 |
|
- |
|
2010 |
|
1984 |
|
3201 Pine Road NE |
Bremerton, WA |
|
|
- |
|
590 |
|
2,899 |
|
- |
|
- |
|
3,200 |
|
- |
|
2014 |
|
1997 |
|
3210 Rickey Road |
Burlington, WA |
|
|
- |
|
3,860 |
|
31,722 |
|
- |
|
- |
|
33,317 |
|
- |
|
2015 |
|
2001 |
|
400 Gilkey Road |
Carson City, NV |
|
|
- |
|
520 |
|
8,238 |
|
- |
|
- |
|
8,037 |
|
- |
|
2013 |
|
1997 |
|
1111 W. College Parkway |
Cedar Grove, WI |
|
|
- |
|
113 |
|
618 |
|
- |
|
- |
|
554 |
|
- |
|
2010 |
|
1986 |
|
313 S. Main St. |
Cloquet, MN |
|
|
- |
|
340 |
|
4,660 |
|
- |
|
- |
|
4,285 |
|
- |
|
2011 |
|
2006 |
|
705 Horizon Circle |
Columbia, SC |
|
|
- |
|
2,120 |
|
4,860 |
|
1,070 |
|
- |
|
8,050 |
|
- |
|
2003 |
|
2000 |
|
731 Polo Rd. |
Concord, NH |
|
|
- |
|
720 |
|
3,041 |
|
- |
|
- |
|
3,344 |
|
- |
|
2011 |
|
1926 |
|
227 Pleasant Street |
Crown Point, IN |
|
|
- |
|
920 |
|
20,044 |
|
- |
|
- |
|
15,895 |
|
- |
|
2015 |
|
2015 |
|
1555 South Main Street |
Dallas, OR |
|
|
- |
|
410 |
|
9,427 |
|
292 |
|
- |
|
10,129 |
|
- |
|
2015 |
|
1972 |
|
664 SE Jefferson |
Dallas, TX |
|
|
- |
|
1,080 |
|
9,655 |
|
- |
|
- |
|
6,615 |
|
- |
|
2011 |
|
1997 |
|
3611 Dickason Avenue |
Dyer, IN |
|
|
- |
|
1,800 |
|
25,061 |
|
- |
|
- |
|
20,365 |
|
- |
|
2015 |
|
2015 |
|
1532 Calumet Avenue |
Eugene, OR |
|
|
- |
|
800 |
|
5,822 |
|
- |
|
- |
|
6,252 |
|
- |
|
2015 |
|
1990 |
|
4550 West Amazon Drive |
Franklin, WI |
|
|
4,161 |
|
6,872 |
|
7,550 |
|
- |
|
- |
|
10,294 |
|
- |
|
2010 |
|
1984 |
|
9200 W. Loomis Rd. |
Glastonbury, CT |
|
|
- |
|
1,950 |
|
9,532 |
|
- |
|
- |
|
7,520 |
|
- |
|
2011 |
|
1966 |
|
72 Salmon Brook Drive |
Grass Valley, CA |
|
|
4,113 |
|
260 |
|
7,667 |
|
- |
|
- |
|
7,324 |
|
- |
|
2013 |
|
2001 |
|
415 Sierra College Drive |
Green Bay, WI |
|
|
5,178 |
|
- |
|
14,891 |
|
- |
|
- |
|
10,945 |
|
- |
|
2010 |
|
2002 |
|
2253 W. Mason St. |
Green Bay, WI |
|
|
- |
|
- |
|
20,098 |
|
- |
|
- |
|
14,874 |
|
- |
|
2010 |
|
2002 |
|
2845 Greenbrier Road |
Green Bay, WI |
|
|
- |
|
- |
|
11,696 |
|
- |
|
- |
|
7,474 |
|
- |
|
2010 |
|
2002 |
|
2845 Greenbrier Road |
Hemet, CA |
|
|
- |
|
870 |
|
3,405 |
|
- |
|
- |
|
3,342 |
|
- |
|
2007 |
|
1996 |
|
25818 Columbia St. |
Houston, TX |
|
|
- |
|
5,090 |
|
9,471 |
|
- |
|
- |
|
8,442 |
|
- |
|
2007 |
|
2009 |
|
15015 Cypress Woods Medical Drive |
Houston, TX |
|
|
- |
|
960 |
|
27,598 |
|
- |
|
- |
|
9,332 |
|
- |
|
2011 |
|
1995 |
|
10225 Cypresswood Dr |
Hove, UKJ |
|
|
- |
|
1,360 |
|
6,979 |
|
- |
|
- |
|
2,361 |
|
- |
|
2014 |
|
1987 |
|
Furze Hill |
Indianapolis, IN |
|
|
- |
|
495 |
|
6,287 |
|
11,018 |
|
- |
|
17,800 |
|
- |
|
2006 |
|
1981 |
|
8616 W. Tenth St. |
Indianapolis, IN |
|
|
- |
|
255 |
|
2,473 |
|
6,335 |
|
- |
|
9,063 |
|
- |
|
2006 |
|
1981 |
|
8616 W.Tenth St. |
Kenosha, WI |
|
|
5,676 |
|
- |
|
18,058 |
|
- |
|
- |
|
12,519 |
|
- |
|
2010 |
|
1993 |
|
10400 75th St. |
Kent, WA |
|
|
- |
|
940 |
|
20,318 |
|
2,768 |
|
- |
|
24,026 |
|
- |
|
2007 |
|
2000 |
|
24121 116th Avenue SE |
Lancaster, NH |
|
|
- |
|
160 |
|
434 |
|
- |
|
- |
|
493 |
|
- |
|
2011 |
|
1905 |
|
63 Country Village Road |
Lowell, MA |
|
|
- |
|
1,070 |
|
13,481 |
|
- |
|
- |
|
1,960 |
|
- |
|
2011 |
|
1975 |
|
841 Merrimack Street |
Marinette, WI |
|
|
4,832 |
|
- |
|
13,538 |
|
- |
|
- |
|
8,664 |
|
- |
|
2010 |
|
2002 |
|
4061 Old Peshtigo Rd. |
McMinnville, OR |
|
|
- |
|
720 |
|
7,984 |
|
- |
|
- |
|
8,296 |
|
- |
|
2015 |
|
1996 |
|
3121 NE Cumulus Avenue |
Meridian, ID |
|
|
- |
|
3,600 |
|
20,802 |
|
- |
|
- |
|
6,860 |
|
- |
|
2006 |
|
2008 |
|
2825 E. Blue Horizon Dr. |
Milwaukee, WI |
|
|
3,424 |
|
540 |
|
8,457 |
|
- |
|
- |
|
5,846 |
|
- |
|
2010 |
|
1930 |
|
1218 W. Kilbourn Ave. |
Milwaukee, WI |
|
|
7,547 |
|
1,425 |
|
11,520 |
|
- |
|
- |
|
8,731 |
|
- |
|
2010 |
|
1962 |
|
3301-3355 W. Forest Home Ave. |
Milwaukee, WI |
|
|
1,888 |
|
922 |
|
2,185 |
|
- |
|
- |
|
2,108 |
|
- |
|
2010 |
|
1958 |
|
840 N. 12th St. |
Milwaukee, WI |
|
|
13,270 |
|
- |
|
44,535 |
|
- |
|
- |
|
30,222 |
|
- |
|
2010 |
|
1983 |
|
2801 W. Kinnickinnic Pkwy. |
Milwaukie, OR |
|
|
- |
|
400 |
|
6,782 |
|
- |
|
- |
|
6,828 |
|
- |
|
2015 |
|
1991 |
|
5770 SE Kellogg Creek Drive |
Mount Vernon, WA |
|
|
- |
|
3,440 |
|
21,842 |
|
128 |
|
- |
|
25,410 |
|
- |
|
2014 |
|
1987 |
|
1810 E. Division Street |
Mt. Vernon, WA |
|
|
- |
|
400 |
|
2,200 |
|
- |
|
- |
|
2,066 |
|
- |
|
2006 |
|
2001 |
|
3807 East College Way |
Muskego, WI |
|
|
908 |
|
964 |
|
2,159 |
|
- |
|
- |
|
2,156 |
|
- |
|
2010 |
|
1993 |
|
S74 W16775 Janesville Rd. |
New Berlin, WI |
|
|
3,500 |
|
3,739 |
|
8,290 |
|
- |
|
- |
|
8,129 |
|
- |
|
2010 |
|
1993 |
|
14555 W. National Ave. |
New Haven, IN |
|
|
- |
|
176 |
|
3,524 |
|
- |
|
- |
|
1,961 |
|
- |
|
2004 |
|
1981 |
|
1201 Daly Dr. |
North Bend, OR |
|
|
- |
|
1,290 |
|
7,361 |
|
164 |
|
- |
|
8,815 |
|
- |
|
2015 |
|
1995 |
|
2290 Inland Drive |
North Cape May, NJ |
|
|
- |
|
77 |
|
151 |
|
137 |
|
- |
|
365 |
|
- |
|
2015 |
|
1988 |
|
610 Town Bank Road |
Oshkosh, WI |
|
|
- |
|
- |
|
18,339 |
|
- |
|
- |
|
12,160 |
|
- |
|
2010 |
|
2000 |
|
855 North Wethaven Dr. |
Oshkosh, WI |
|
|
5,978 |
|
- |
|
15,881 |
|
- |
|
- |
|
11,337 |
|
- |
|
2010 |
|
2000 |
|
855 North Wethaven Dr. |
Palm Springs, FL |
|
|
- |
|
739 |
|
4,066 |
|
- |
|
- |
|
2,061 |
|
- |
|
2006 |
|
1993 |
|
1640 S. Congress Ave. |
Palm Springs, FL |
|
|
- |
|
1,182 |
|
7,765 |
|
- |
|
- |
|
3,072 |
|
- |
|
2006 |
|
1997 |
|
1630 S. Congress Ave. |
Plymouth, WI |
|
|
1,059 |
|
1,250 |
|
1,870 |
|
- |
|
- |
|
2,149 |
|
- |
|
2010 |
|
1991 |
|
2636 Eastern Ave. |
Post Falls, ID |
|
|
- |
|
2,700 |
|
14,217 |
|
- |
|
- |
|
14,941 |
|
- |
|
2007 |
|
2008 |
|
460 N. Garden Plaza Ct. |
Richardson, TX |
|
|
- |
|
1,800 |
|
16,562 |
|
- |
|
- |
|
17,440 |
|
- |
|
2015 |
|
2009 |
|
1350 East Lookout Drive |
Rockville, MD |
|
|
- |
|
- |
|
16,398 |
|
- |
|
- |
|
8,715 |
|
- |
|
2012 |
|
1986 |
|
9701 Medical Center Drive |
Roseburg, OR |
|
|
- |
|
1,200 |
|
4,891 |
|
- |
|
- |
|
5,792 |
|
- |
|
2015 |
|
1990 |
|
1901 NW Hughwood Drive |
Salem, OR |
|
|
- |
|
440 |
|
4,726 |
|
- |
|
- |
|
4,903 |
|
- |
|
2015 |
|
1992 |
|
3988 12th Street SE |
Sheboygan, WI |
|
|
1,463 |
|
1,012 |
|
2,216 |
|
- |
|
- |
|
2,318 |
|
- |
|
2010 |
|
1958 |
|
1813 Ashland Ave. |
Shelton, WA |
|
|
- |
|
530 |
|
17,049 |
|
- |
|
- |
|
15,409 |
|
- |
|
2012 |
|
1989 |
|
900 W Alpine Way |
Sparks, NV |
|
|
- |
|
3,700 |
|
46,526 |
|
- |
|
- |
|
39,559 |
|
- |
|
2007 |
|
2009 |
|
275 Neighborhood Way |
Springfield, OR |
|
|
- |
|
1,790 |
|
8,865 |
|
- |
|
- |
|
10,131 |
|
- |
|
2015 |
|
1994 |
|
770 Harlow Road |
Summit, WI |
|
|
- |
|
2,899 |
|
87,666 |
|
- |
|
- |
|
60,029 |
|
- |
|
2008 |
|
2009 |
|
36500 Aurora Dr. |
Tucson, AZ |
|
|
- |
|
1,190 |
|
18,318 |
|
316 |
|
- |
|
19,824 |
|
- |
|
2015 |
|
1997 |
|
8151 E Speedway Boulevard |
Wallingford, CT |
|
|
- |
|
490 |
|
1,210 |
|
- |
|
- |
|
941 |
|
- |
|
2011 |
|
1962 |
|
35 Marc Drive |
West Allis, WI |
|
|
2,685 |
|
1,106 |
|
3,308 |
|
- |
|
- |
|
3,159 |
|
- |
|
2010 |
|
1961 |
|
11333 W. National Ave. |
Westlake, OH |
|
|
- |
|
1,330 |
|
17,926 |
|
- |
|
- |
|
10,208 |
|
- |
|
2001 |
|
1985 |
|
27601 Westchester Pkwy. |
Wilkes-Barre, PA |
|
$ |
- |
$ |
570 |
$ |
2,301 |
$ |
- |
$ |
- |
$ |
1,545 |
$ |
- |
|
2011 |
|
1992 |
|
300 Courtright Street |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale total |
|
$ |
65,682 |
$ |
85,466 |
$ |
909,837 |
$ |
24,356 |
$ |
- |
$ |
734,147 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
105
107
108
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||
|
|
|
|
|
|
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
Reconciliation of mortgage loans: |
|
|
|
|
|
|
(in thousands) |
||||||||
|
Balance at beginning of year |
|
|
|
|
|
$ |
485,735 |
|
$ |
635,492 |
|
$ |
188,651 |
|
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New mortgage loans |
|
|
|
|
|
|
6,706 |
|
|
8,223 |
|
|
524,088 |
|
|
Draws on existing loans |
|
|
|
|
|
|
58,224 |
|
|
92,815 |
|
|
30,550 |
|
|
|
|
|
|
|
|
64,930 |
|
|
101,038 |
|
|
554,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deductions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collections of principal |
|
|
|
|
|
|
(180,135) |
|
|
(191,134) |
|
|
(80,552) |
|
|
Conversions to real property |
|
|
|
|
|
|
- |
|
|
(45,044) |
|
|
(23,288) |
|
|
Change in allowance for loan losses and charge-offs |
|
|
|
|
|
|
(71,535) |
|
|
(3,053) |
|
|
- |
|
Total deductions |
|
|
|
|
|
|
(251,670) |
|
|
(239,231) |
|
|
(103,840) |
|
|
Change in balance due to foreign currency translation |
|
|
|
|
|
|
7,125 |
|
|
(11,564) |
|
|
(3,957) |
|
|
Balance at end of year |
|
|
|
|
|
$ |
306,120 |
|
$ |
485,735 |
|
$ |
635,492 |
109
Dated the 6 th day of May 2014
PARTIES:
(1) HCN UK MANAGEMENT SERVICES LIMITED of Lacon House, 84 Theobald’s Road, London WC1X 8RW (the “Company”).
(2) JOHN GOODEY of 56 Pine Grove, Wimbledon, London, SW19 7HE, UK (“You”)
You undertake that: (a) any notice period you are required to give or to serve with a previous employer has expired, (b) by entering into this Agreement or performing any of your duties for the Company, you will not be in breach of any other obligation binding on you, and (c) that you are not party to any agreements or arrangements that would conflict with your duties to the Company.
Subject to clause 5 below your employment and your period of continuous employment for the purposes of the Employment Rights Act 1996 will commence on a date to be mutually agreed prior to 7 August 2014. No employment with a previous employer counts as part of your period of continuous employment with the Company.
Your place of work shall be the Company’s London offices wherever situated. You may however be required to change your place of work, on a permanent or temporary basis, to any other office of the Company or any Group Company within a radius of 60 miles from Central London. You may be required to travel on the business of the Company anywhere in the world.
You will be paid a basic salary of £275,000 per annum, paid in 12 equal monthly installments, in arrears by bank transfer, on or about the last working day of the month, less income tax and employee national insurance contributions. Your salary is paid in respect of your duties both for the Company and any Group Company for whom you are required to work.
Your normal working hours are between 8:00am and 5:00pm Monday to Friday. However the expectation is that you will frequently need to work longer hours and you agree to work such additional hours, without overtime or additional remuneration, as may be necessary for the proper and efficient performance of your duties. You further agree that the limit on average weekly working time set out in Regulation 4(1) of the Working Time Regulations 1998 will not apply to you, although you may withdraw your consent on giving the person to whom you report three months’ prior written notice.
Without prejudice to any other rights open to the Company, you agree that the Company may deduct from any wages due to you, sums representing the value of any Company property lost by you; the cost of repairing any Company property damaged by you; the amount of any outstanding loans or advances made to you by the Company; any other sums owing from you to the Company; any overpayment of salary or expenses or payment made to you by mistake or through misrepresentation; and any other sums required to be deducted by law (such as income tax and employee national insurance). If you are unable to work due to accident or injury caused by a third party, the Company may deduct from your wages an amount equal to any sick pay paid to you by the Company during your absence, but the deduction will be capped at the amount of damages you recover from the third party in respect of the accident or injury concerned.
You consent to the Company and HCN in the US holding and processing both personal data and sensitive personal data, (the latter includes your religious beliefs and information relating to your physical or mental health and any criminal convictions), for all purposes relating to your employment. In particular you agree that the Company and HCN in the US, can (i) hold and process personal and sensitive personal data to pay and review your remuneration and other benefits, provide and administer any such benefits, administer and maintain personnel records, (including sickness and other absence records), carry out performance reviews, give references to future employers, provide management of either company with information to be used for such matters as budgeting and other staff planning purposes and to carry out internal investigations and/or disciplinary proceedings; and (ii) provide your personal and sensitive personal data to HM Revenue & Customs, the Inland Revenue Service, (or other taxation authorities), the police, regulatory bodies, the Company's professional advisers, external payroll and benefit providers engaged by the Company or HCN and potential purchasers (and their advisers) of the Company or any business area in which you work, (wherever in the world any of the foregoing are located); and (iii) transfer personal and sensitive personal data concerning you to any Group Company established in a country outside the EEA and in particular you acknowledge that personal and sensitive personal data about you may be transferred on a regular basis from the UK to HCN.
(iii) enforce and/or defend any of the Work Product with respect to any third party including providing reasonable co-operation in connection with any pending or future lawsuit arbitration or any similar proceeding.
The Company shall be under no obligation to provide you with work during any period of notice to terminate your employment (or any part thereof), whether given by the Company or by you. During such period the Company may require you (a) to carry out different duties from your normal duties and/or (b) cease carrying out your duties altogether, or having any business dealings with the Company’s or any Group Company’s employees, suppliers, customers, agents or any Interested Operator and (c) may exclude you from any premises of the Company or any Group Company. You will continue to receive your salary and all contractual benefits provided by your employment. During such period of notice your duties of loyalty and good faith shall continue to apply and you may not be engaged or employed by, or take up any office or partnership in, any other company, Company or business, or trade on your own account without the Company’s written permission.
Quite apart from the right to put you on garden leave set out in clause 20 , the Company may suspend you on full pay pending the outcome of a disciplinary investigation or for health reasons. Whilst on suspension the Company may impose the same conditions as apply to employees on garden leave.
There are no collective agreements which directly affect your terms and conditions of employment.
This Agreement includes the particulars of employment required by the Employment Rights Act 1996.
The Company reserves the right to make reasonable amendments to your terms of employment to take account of changes in employment practice, changes in the law and the Company’s operational requirements. Minor amendments will be notified by way of a general notice sent to all employees and unless otherwise set out in the notice, shall take effect from the date of the notice. Other reasonable changes shall take effect after one month’s written notice to you. For the avoidance of doubt, material changes to location, responsibility or compensation would require employee consent.
Any notice you are required to give under this Agreement should be handed or sent to the person to whom you report . Any notice the Company is required to give you should be handed to you or sent to your last notified home address or your most recent work email address. These notices will be deemed to have been given on the date of receipt if hand delivered, faxed or emailed and if posted, on the day on which in the ordinary course of post they would be delivered.
Save as set out in paragraph 23 in relation to Group Companies, no term of this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
Your terms of employment with the Company are governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English Courts.
IN WITNESS WHEREOF this Deed has been executed and delivered as a deed on the date set out above.
EXECUTED as a DEED by HCN UK Management Services Limited
Acting by Erin C. Ibele, a director
/s/ Erin C. Ibele
(Signature of Director)
In the presence of:-
Signature of Witness /s/ Christine C. Stone
Name of Witness Christine C. Stone
Address of Witness 4500 Dorr Street, Toledo, Ohio 43615
Occupation SVP – People and Performance
SIGNED as a DEED by John Goodey
/s/ John Goodey
(Signature of Employee)
In the presence of:-
Signature of Witness /s/ Pierre Szyika
Name of Witness Pierre Szyika
Address of Witness 3 Storehouse Mews, London, E14 8GS
Occupation Banker
SCHEDULE 1
Job Description
Title: Senior Vice President – International
Reports to: For an initial period of time, this position will report to the HCN Management Committee. At the conclusion of such time, the primary reporting reporting accountability will shift to an appropriate Executive Vice President or such other persons as the Company nominates from time to time. It is possible a secondary reporting accountability will be defined.
The Senior Vice President – International will focus on identifying and managing new opportunities for growth through acquisition and partnership within the United Kingdom and throughout Europe. Additionally, the role may have accountability for considering investment opportunities in other international markets. Key responsibilities include:
· Developing new business relationships within the seniors housing and healthcare sectors
· Providing oversight for HCN’s portfolio in Europe; partnering with Relationship Investment Teams and other corporate resources as appropriate
· Managing relationships with potential partners and financial institutions within the UK and throughout Europe
· Working in partnership with HCN Corporate and HCN UK to develop strategies, make decisions and generate results
· Providing insight on relevant topics, such as: the seniors housing and healthcare market landscape, reimbursement trends, government and regulatory issues, foreign exchange and other topics applicable to conducting business in continental Europe
· Identifying relevant industry forums, thought leaders, consultants, lawyers and other resources important to transacting business in continental Europe
· Managing HCN resources and team members based in the UK
The successful candidate will have 15+ years of relevant international experience in both healthcare and real estate. The selected candidate will be based in London, England, and will travel frequently to meet with potential partners in Europe and in other international markets. At the onset, this individual will spend time in Toledo, Ohio building relationships within the company and learning how the company operates. Following the initial onboarding period, travel to the US will be expected on a bimonthly or quarterly basis.
DEED OF ASSIGNMENT AND AMENDMENT OF
EMPLOYMENT CONTRACT OF JOHN GOODEY
PARTIES:
(1) HCN UK MANAGEMENT SERVICES LIMITED of Lacon House, 84 Theobald’s Road, London WC1X 8RW (the “ Company ”);
(2) JOHN GOODEY of Springfield Nurseries, Bekesbourne Lane, Bekesbourne, England C T4 5DX, United Kingdom (“ You ”); and
(3) Welltower Inc . of 4500 Dorr Street, Toledo, Ohio 43615(“ Welltower ”)
WHEREAS
(A) You and the Company are parties to an Employment Contract dated 6 th May 2014 (the " Employment Contract "); and
(B) You, the Company and Welltower wish to amend the Employment Contract on the terms set out herein and to assign the Employment Contract so amended to Welltower with effect from 3rd October 2017 (the "Effective Date" ) in connection with and in consideration of your promotion effective from the Effective Date.
The Parties hereby agree as follows:
IN WITNESS WHEREOF this Deed of Assignment and Amendment of Employment Contract has been executed and delivered as a deed on December 6, 2017.
EXECUTED as a DEED by HCN UK Management Services Limited
Acting by Megan Wolfinger a director
/s/ Megan Wolfinger
(Signature of Director)
In the presence of:-
Signature of Witness /s/ Michelle Pawlecki
Name of Witness Michelle Pawlecki
Address of Witness 4500 Dorr Street, Toledo, Ohio 43615
Occupation Executive Assistant
EXECUTED as a DEED by Welltower Inc.
Acting by Matthew McQueen an executive officer
/s/ Matthew McQueen
(Signature of Director)
In the presence of:-
Signature of Witness /s/ Michelle Pawlecki
Name of Witness Michelle Pawlecki
Address of Witness 4500 Dorr Street, Toledo, Ohio 43615
Occupation Executive Assistant
SIGNED as a DEED by John Goodey /s/ John Goodey
In the presence of:‑
Signature of Witness /s/ Dola Oladipo
Name of Witness Dola Oladipo
Address of Witness 29-30 Cornhill, London EC3V 3NF
Occupation Executive and Team Assistant
SCHEDULE 1
Job Description
Title: Executive Vice President and Chief Financial Officer
Report to: Chief Executive Officer
The Executive Vice President and Chief Financial Officer shall have the duties and responsibilities appropriate for the principal financial officer of Welltower, as shall be determined by the Board of Directors of Welltower and the Chief Executive Officer of Welltower, with such additional duties and responsibilities as the Board or the Chief Executive Officer may determine from time to time.
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, the Nominating/Corporate Governance Committee, and the Investment Committee will receive additional retainers of $25,000, $20,000, $15,000, and $20,000, respectively, and each non-employee member of the Executive Committee will receive an additional retainer of $7,500. 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, Nominating/Corporate Governance and Investment 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.
RESTRICTED STOCK
GRANT NOTICE
1. Grant of Restricted Stock . Welltower Inc., a Delaware corporation (the “Corporation”), hereby grants (the “Grant”) to _____________ (the “Participant”) a total of ____ shares of the Corporation’s common stock, $1.00 par value per share (the “Restricted Shares”), as of _____________.
2. Vesting; When Restrictions Lapse . The Restricted Shares shall vest as follows: (a) ____ shares shall vest immediately and (b) ____ shares shall vest in _______ annual installments, on _____________ and the next ______ anniversaries of such date, or at such earlier time as the restrictions may lapse pursuant to Section 6 of the Terms and Conditions (as defined below). With respect to shares described in (b) above, in the absence of any accelerated vesting and lapse of the restrictions under Section 6 of the Terms and Conditions, the restrictions set forth in Section 2 of the Terms and Conditions shall lapse with respect to the following numbers of shares on the following dates:
NUMBER OF SHARES
DATE THAT BECOME VESTED
[_____________ ____ shares]
[_____________ ____ shares]
[_____________ ____ shares]
3. Incorporation by Reference . The Corporation and the Participant acknowledge and agree that this Grant Notice shall incorporate by reference all terms and conditions set forth in the Executive Officer Restricted Stock Terms and Conditions (the “Terms and Conditions”).
4. Effectiveness . The Grant is subject to the Participant’s acceptance of the terms and conditions of this Grant Notice by signature below or by e-signature, email or other form of electronic confirmation.
EXECUTIVE OFFICER RESTRICTED STOCK
TERMS AND CONDITIONS
These Executive Officer Restricted Stock Terms and Conditions (the “Terms and Conditions”), effective as of _____________, shall apply to each grant of Restricted Shares (as defined in the Grant Notice) by Welltower Inc., a Delaware corporation (the “Corporation”), to the Participant (as defined in the Grant Notice).
RECITALS:
A. The Participant is an employee and executive officer of the Corporation.
B. The Corporation adopted the 2016 Long-Term Incentive Plan (the “Plan”) in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives.
C. The Compensation Committee of the Corporation’s Board of Directors has decided that the Participant should be granted restricted shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth in the Grant Notice and these Terms and Conditions in accordance with the terms of the Plan.
D. The grant of the Restricted Shares has been made by the Corporation in consideration of the past and future services provided by the Participant to the Corporation and the various covenants and agreements contained in the Grant Notice and these Terms and Conditions.
1. Grant of Restricted Stock . The Corporation has granted to the Participant the Restricted Shares, subject to the transfer restrictions, vesting schedule and other conditions set forth in the Grant Notice and these Terms and Conditions. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for such Restricted Shares.
As provided in Section 4 below, the Corporation shall cause the Restricted Shares to be issued in book entry form and registered in the name of the Participant promptly upon acceptance of the Grant Notice. If required by the Corporation, on or before the date of acceptance of the Grant Notice, the Participant shall deliver to the Corporation one or more stock powers endorsed in blank relating to the Restricted Shares.
2. Restrictions .
(a) The Participant shall have all rights and privileges of a stockholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to the Restricted Shares, except that the following restrictions shall apply until such time or times as these restrictions lapse under the Grant Notice or any provision of these Terms and Conditions:
(i) the Participant shall not be entitled to delivery of any certificates for any of the Restricted Shares until the restrictions imposed by the Grant Notice and these Terms and Conditions have lapsed with respect to those Restricted Shares;
(ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant before these restrictions have lapsed, except with the consent of the Corporation;
(iii) the Restricted Shares shall be subject to forfeiture upon termination of the Participant’s employment with the Corporation to the extent set forth in Section 6 below; and
(iv) the Restricted Shares shall be subject to forfeiture (as determined by the Compensation Committee) in accordance with the terms of the Company’s clawback or recoupment policy (as in effect from time to time).
If any portion of the Restricted Shares becomes vested under Section 2 of the Grant Notice (or Section 6 below), such newly vested shares shall no longer be subject to the preceding restrictions.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in the Grant Notice and these Terms and Conditions shall be ineffective.
3. Vesting; When Restrictions Lapse . Section 2 of the Grant Notice contains the schedule for vesting and lapse of restrictions with respect to the Restricted Shares.
4. Issuance of Shares . The book entry for the Restricted Shares shall bear the following legend:
“The transferability of the shares of stock represented hereby is subject to the terms and conditions (including possible forfeiture) of a Grant Notice by Welltower Inc. to the registered owner. A copy of such Grant Notice is on file in the offices of the Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.”
Once the restrictions imposed by the Grant Notice and these Terms and Conditions have lapsed with respect to any portion of the Restricted Shares, the book entry for such portion of the Restricted Shares shall be modified to remove the foregoing legend, but not before the Participant has made arrangements satisfactory to the Corporation for tax withholding (as required by Section 5 below), and the portion of the newly vested shares (if any) that the Participant applies to satisfy his or her tax withholding obligations pursuant to Section 5(b) below shall be transferred to the treasury of the Corporation.
5. Tax Withholding . Whenever the restrictions applicable to all or a portion of the Restricted Shares lapse under the terms of the Grant Notice or these Terms and Conditions, the Corporation shall notify the Participant of the amount of tax that must be withheld by the Corporation under all applicable federal, state and local tax laws. The Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) deliver to the Corporation shares of Common Stock currently held by the Participant (including newly vested shares) with a value equal to the required amount, (c) authorize the deduction of the required amount from the Participant’s compensation, or (d) otherwise provide for payment of the required amount in a manner satisfactory to the Corporation.
6. Termination of Employment; Change in Corporate Control .
(a) If the Participant’s employment with the Corporation is involuntarily terminated for “Cause” (as defined in the Participant’s Employment Agreement) during the term of the Grant Notice, or if the Participant voluntarily terminates his or her employment with the Corporation (other than after a Change in Corporate Control (as described in subsection (e) below) occurring after the date of the Grant Notice or as provided in subsections (c) or (d) below), including any termination after the term of the Participant’s Employment Agreement expires by reason of the Participant’s election not to extend the term of the Employment Agreement, any Restricted Shares that remain subject to the restrictions imposed by the Grant Notice and these Terms and Conditions shall be forfeited.
(b) If the Participant’s employment is terminated involuntarily without Cause, including an involuntary termination without Cause as a result of the Corporation’s election not to extend the term of the Participant’s Employment Agreement, or in the event of a Change in Corporate Control, vesting shall be accelerated, the restrictions imposed by the Grant Notice and these Terms and Conditions on the remaining Restricted Shares shall lapse immediately, and no Restricted Shares shall be forfeited.
(c) If the termination of the Participant’s employment occurs as a result of the Participant’s death, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by the Grant Notice and these Terms and Conditions shall lapse immediately.
(d) If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, or as a result of Retirement, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by the Grant Notice and these Terms and Conditions shall lapse immediately. For purposes of these Terms and Conditions, “Retirement” means a termination of employment by the Participant if, on the date of termination, the Participant is at least 55 years old, the Participant has completed at least ten consecutive years of service to the Corporation and the sum of the Participant’s age and years of service to the Corporation is equal to 70 or more, provided that the Participant (i) delivers to the Corporation, at least six months prior to the date of his or her retirement, written notice specifying such retirement date and the Participant remains in the continuous service of the Corporation from the date such notice was provided until his or her retirement date , and (ii) enters into a retirement agreement with the Corporation that includes (x) a customary release of claims against the Corporation and its affiliates and (y) non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Corporation.
(e) For purposes of this Section 6, a “Change in Corporate Control” shall have the meaning set forth in the Participant’s Employment Agreement. To the extent that there is a conflict between the definition set forth in the Participant’s Employment Agreement and the definition set forth in the Plan, the definition of “Change in Corporate Control” set forth in the Participant’s Employment Agreement shall control.
7. Securities Laws . The Corporation may from time to time impose such conditions on the transfer of the Restricted Shares as it deems necessary or advisable to ensure that any transfers of the Restricted Shares will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to transfer the Restricted Shares until the Restricted Shares have been registered under the Securities Act of 1933, as amended.
8. Grant Not to Affect Employment . None of the Grant Notice, these Terms and Conditions or the Restricted Shares shall confer upon the Participant any right to continued employment with the Corporation. Neither the Grant Notice nor these Terms and Conditions shall in any way modify or restrict any rights the Corporation may have to terminate such employment under the terms of the Participant’s Employment Agreement with the Corporation.
9. Governing Law . The validity, performance, construction and effect of the Grant Notice and these Terms and Conditions shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.
RESTRICTED STOCK
GRANT NOTICE
1. Grant of Restricted Stock . Welltower Inc., a Delaware corporation (the “Corporation”), hereby grants (the “Grant”) to _____________ (the “Participant”) a total of ____ shares of the Corporation’s common stock, $1.00 par value per share (the “Restricted Shares”), as of _____________.
2. Vesting; When Restrictions Lapse . The Restricted Shares shall vest as follows: (a) ____ shares shall vest immediately and (b) ____ shares shall vest in _______ annual installments, on _____________ and the next ______ anniversaries of such date, or at such earlier time as the restrictions may lapse pursuant to Section 6 of the Terms and Conditions (as defined below). With respect to shares described in (b) above, in the absence of any accelerated vesting and lapse of the restrictions under Section 6 of the Terms and Conditions, the restrictions set forth in Section 2 of the Terms and Conditions shall lapse with respect to the following numbers of shares on the following dates:
NUMBER OF SHARES
DATE THAT BECOME VESTED
[_____________ ____ shares]
[_____________ ____ shares]
[_____________ ____ shares]
3. Incorporation by Reference . The Corporation and the Participant acknowledge and agree that this Grant Notice shall incorporate by reference all terms and conditions set forth in the Key Employee Restricted Stock Terms and Conditions (the “Terms and Conditions”).
4. Effectiveness . The Grant is subject to the Participant’s acceptance of the terms and conditions of this Grant Notice by signature below or by e-signature, email or other form of electronic confirmation.
KEY EMPLOYEE RESTRICTED STOCK
TERMS AND CONDITIONS
These Key Employee Restricted Stock Terms and Conditions (the “Terms and Conditions”), effective as of _____________, shall apply to each grant of Restricted Shares (as defined in the Grant Notice) by Welltower Inc., a Delaware corporation (the “Corporation”), to the Participant (as defined in the Grant Notice).
RECITALS:
A. The Participant is a key employee and senior vice president of the Corporation (or holder of a more senior title with the Corporation).
B. The Corporation adopted the 2016 Long-Term Incentive Plan (the “Plan”) in order to provide non-employee directors and select officers and key employees with incentives to achieve long-term corporate objectives.
C. With the consent of the Compensation Committee, the Corporation is granting shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), to the Participant on the terms and conditions set forth in the Grant Notice and these Terms and Conditions in accordance with the terms of the Plan.
D. The grant of the Restricted Shares has been made by the Corporation in consideration of the past and future services provided by the Participant to the Corporation and the various covenants and agreements contained in the Grant Notice and these Terms and Conditions.
1. Grant of Restricted Stock . The Corporation has granted to the Participant the Restricted Shares, subject to the transfer restrictions, vesting schedule and other conditions set forth in the Grant Notice and these Terms and Conditions. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for such Restricted Shares.
As provided in Section 4 below, the Corporation shall cause the Restricted Shares to be issued in book entry form and registered in the name of the Participant promptly upon acceptance of the Grant Notice. If required by the Corporation, on or before the date of acceptance of the Grant Notice, the Participant shall deliver to the Corporation one or more stock powers endorsed in blank relating to the Restricted Shares.
2. Restrictions .
(a) The Participant shall have all rights and privileges of a stockholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to the Restricted Shares, except that the following restrictions shall apply until such time or times as these restrictions lapse under the Grant Notice or any provision of these Terms and Conditions:
(i) the Participant shall not be entitled to delivery of any certificates for any of the Restricted Shares until the restrictions imposed by the Grant Notice and these Terms and Conditions have lapsed with respect to those Restricted Shares;
(ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant before these restrictions have lapsed, except with the consent of the Corporation;
(iii) the Restricted Shares shall be subject to forfeiture upon termination of the Participant’s employment with the Corporation to the extent set forth in Section 6 below; and
(iv) the Restricted Shares shall be subject to forfeiture (as determined by the Compensation Committee) in accordance with the terms of the Company’s clawback or recoupment policy (as in effect from time to time).
If any portion of the Restricted Shares becomes vested under Section 2 of the Grant Notice (or Section 6 below), such newly vested shares shall no longer be subject to the preceding restrictions.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in the Grant Notice and these Terms and Conditions shall be ineffective.
3. Vesting; When Restrictions Lapse . Section 2 of the Grant Notice contains the schedule for vesting and lapse of restrictions with respect to the Restricted Shares.
4. Issuance of Shares . The book entry for the Restricted Shares shall bear the following legend:
“The transferability of the shares of stock represented hereby is subject to the terms and conditions (including possible forfeiture) of a Grant Notice by Welltower Inc. to the registered owner. A copy of such Grant Notice is on file in the offices of the Corporate Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.”
Once the restrictions imposed by the Grant Notice and these Terms and Conditions have lapsed with respect to any portion of the Restricted Shares, the book entry for such portion of the Restricted Shares shall be modified to remove the foregoing legend, but not before the Participant has made arrangements satisfactory to the Corporation for tax withholding (as required by Section 5 below), and the portion of the newly vested shares (if any) that the Participant applies to satisfy his or her tax withholding obligations pursuant to Section 5(b) below shall be transferred to the treasury of the Corporation.
5. Tax Withholding . Whenever the restrictions applicable to all or a portion of the Restricted Shares lapse under the terms of the Grant Notice or these Terms and Conditions, the Corporation shall notify the Participant of the amount of tax that must be withheld by the Corporation under all applicable federal, state and local tax laws. The Participant agrees to make arrangements with the Corporation to (a) remit the required amount to the Corporation in cash, (b) deliver to the Corporation shares of Common Stock currently held by the Participant (including newly vested shares) with a value equal to the required amount, (c) authorize the deduction of the required amount from the Participant’s compensation, or (d) otherwise provide for payment of the required amount in a manner satisfactory to the Corporation.
6. Termination of Employment; Change in Corporate Control .
(a) Except as provided in subsections (b), (c) or (d) below, if the Participant’s employment with the Corporation is terminated during the term of the Grant Notice, any Restricted Shares that remain subject to the restrictions imposed by the Grant Notice and these Terms and Conditions shall be forfeited.
(b) Upon a Change in Corporate Control (as defined in the Plan), vesting shall be accelerated, the restrictions imposed by the Grant Notice and these Terms and Conditions on the remaining Restricted Shares shall lapse immediately, and no Restricted Shares shall be forfeited if either (i) the successor company (or a subsidiary thereof) does not assume, convert, continue or otherwise replace the Restricted Shares on proportionate and equitable terms, or (ii) the Participant is terminated without cause within twelve (12) months following the Change in Corporate Control.
(c) If the termination of the Participant’s employment occurs as a result of the Participant’s death, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by the Grant Notice and these Terms and Conditions shall lapse immediately.
(d) If the termination of the Participant’s employment occurs after a finding of the Participant’s permanent and total disability, or as a result of Retirement (as defined in the Plan), vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by the Grant Notice and these Terms and Conditions shall lapse immediately.
7. Securities Laws . The Corporation may from time to time impose such conditions on the transfer of the Restricted Shares as it deems necessary or advisable to ensure that any transfers of the Restricted Shares will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to transfer the Restricted Shares until the Restricted Shares have been registered under the Securities Act of 1933, as amended.
8. Grant Not to Affect Employment . None of the Grant Notice, these Terms and Conditions or the Restricted Shares shall confer upon the Participant any right to continued employment with the Corporation. Neither the Grant Notice nor these Terms and Conditions shall in any way modify or restrict any rights the Corporation may have to terminate such employment.
9. Governing Law . The validity, performance, construction and effect of the Grant Notice and these Terms and Conditions shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided,
however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.
DEFERRED STOCK UNIT
GRANT AGREEMENT
FOR NON-EMPLOYEE DIRECTOR
THIS DEFERRED STOCK UNIT GRANT AGREEMENT (the “Agreement”), made this ___ day of _______, ___ (the “Grant Date”), between Welltower Inc., a Delaware corporation (the “Corporation”), and __________ (the “Director”).
WITNESSETH:
WHEREAS , the Director serves as a member of the Board of Directors of the Corporation;
WHEREAS , the Corporation maintains the 2016 Long-Term Incentive Plan (the “Plan”) in order to promote the growth and profitability of the Corporation by providing officers, key employees and non-employee directors with incentives to achieve long-term corporate objectives, to assist the Corporation in attracting and retaining officers, key employees and non-employee directors of outstanding competence, and to provide such individuals with an opportunity to acquire an equity interest in the Corporation;
WHEREAS , the Plan authorizes awards under the Plan to be made to non-employee directors with the approval of the Compensation Committee of the Board of Directors; and
WHEREAS , the Compensation Committee has determined that each non-employee director of the Corporation shall be granted Deferred Stock Units with respect to shares of the Corporation’s common stock on the terms and conditions set forth below.
NOW, THEREFORE , in consideration of the past and future services the Director has provided to the Corporation as a member of the Board, and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Grant of Deferred Stock Units .
The Corporation hereby grants to the Director Deferred Stock Units with respect to a total of _____ shares of common stock, $1.00 par value per share, of the Corporation (the “Common Stock”), subject to satisfaction of the vesting conditions and other terms set forth in this Agreement. The Director shall not be required to make any payment to the Corporation (other than his or her services as a director) in exchange for such Deferred Stock Units or in exchange for the issuance of shares of Common Stock upon vesting of Deferred Stock Units.
2. Deferred Delivery of Shares .
The Director shall not be entitled to the issuance of shares of Common Stock or to receive any distributions with respect to the Deferred Stock Units, except as provided in Section 9 below, until such time as the Deferred Stock Units may vest under Section 3 below. Further, except as provided in Section 9 below, the Director shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) with respect to the shares of Common Stock to be issued pursuant to the Deferred Stock Units until such time as the Deferred Stock Units vest and the shares of Common Stock are issued to the Director.
3. Vesting; When Deferred Stock Units Vest .
Subject to the terms and conditions of this Agreement, the Deferred Stock Units shall vest on _____________, subject to the Director’s continued service as a member of the Board of Directors through such date, or at such earlier time as the Deferred Stock Units may vest pursuant to Sections 7 or 8 of this Agreement.
The Deferred Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Director, and the shares of Common Stock potentially issuable to the Director pursuant to these Deferred Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered by the Director until such shares are so issued.
Any attempt to dispose of the Deferred Stock Units in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.
4. Issuance of Shares .
Whenever the Deferred Stock Units granted to the Director under this Agreement become vested pursuant to Section 3 or Sections 7 or 8 below, the Corporation shall cause a number of shares of Common Stock equal to the number of Deferred Stock Units to be issued to the Director in book entry form and registered in the name of the Director. Evidence of ownership of such shares of Common Stock shall be delivered to the Director (or to his or her designated nominee) within sixty (60) days following the vesting date. Once shares of Common Stock have been issued as a result of the vesting of Deferred Stock Units, the corresponding vested Deferred Stock Unit shall be considered cancelled and shall be of no further force or effect.
5. No Tax Withholding .
The Corporation shall issue to the Internal Revenue Service and to the Director a Form 1099 and any other reporting form that may be required to report the amount of tax which the Director has incurred under applicable federal, state and local tax laws. The Corporation will not withhold such taxes, and the Director acknowledges that the Director may need to adjust his or her estimated tax payments to take the additional taxable income into account.
6. Termination of Service on the Board .
(a) Except as provided in Sections 6(b), 7 or 8 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders’ Meeting at which the Director’s term of office expires, or, if nominated, is not reelected, then any Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 6(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4.
(b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director’s duties and responsibilities for any reason other than illness or incapacity), then all Deferred Stock Units which have not previously become vested shall immediately be forfeited.
7. Effect of Death or Disability .
(a) If the Director ceases to serve as a member of the Board as a result of the Director’s death before the Deferred Stock Units granted under this Agreement have become vested, vesting of the Deferred Stock Units granted to the Director under this Agreement shall be accelerated, and the Corporation shall cause a number of shares of Common Stock equal to the number of Deferred Stock Units to be issued in book entry form. Evidence of ownership of such shares of Common Stock shall be delivered to the Director’s executor, administrator, or any person to whom the Director’s rights with respect to the Deferred Stock Units may be transferred by the Director’s will or by the laws of descent.
(b) If the Director ceases to serve as a member of the Board as a result of the Director’s total disability before the Deferred Stock Units granted under this Agreement have become vested, vesting of the Deferred Stock Units granted to the Director under this Agreement shall be accelerated, and the Corporation shall cause a number of shares of Common Stock equal to the number of Deferred Stock Units to be issued in book entry form to the Director pursuant to Section 4, free of any restrictions. A Director shall have total disability only if he or she is “disabled” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
(c) Evidence of ownership of shares of Common Stock under Sections 7(a) or 7(b) shall be delivered within sixty (60) days following the Director’s death or total disability, as applicable.
8. Effect of Change in Corporate Control .
Notwithstanding the other terms of this Agreement, in the event of a Change in Corporate Control (as defined below), the vesting of the Deferred Stock Units granted under this Agreement shall be accelerated, and the Director shall become entitled to immediately receive a number of shares of Common Stock equal to the number of Deferred Stock Units, which shares shall be issued in book entry form. Evidence of ownership of shares of Common Stock shall be delivered to the Director within sixty (60) days following the Change in Corporate Control.
For purposes of this Section 8, a “Change in Corporate Control” shall mean a “change in ownership or effective control” in respect of the Corporation within the meaning of Section 409A of the Code.
9. Dividend Equivalent Rights .
During such time as the Deferred Stock Units remain outstanding and unvested, whenever the Corporation pays dividends on the Common Stock, the Director will have the right to receive a cash payment from the Corporation with respect to each Deferred Stock Unit in an amount equal to any dividends paid on a share of Common Stock (a “Dividend Equivalent Right”). The Director will have a Dividend Equivalent Right with respect to each Deferred Stock Unit that is outstanding on the dividend record date. The Director will have no Dividend Equivalent Rights as of the dividend record date in respect of any Deferred Stock Units that have vested and been exchanged for Common Stock; provided that the Director is the record holder of such Common Stock on or before such dividend record date. In all events, each Dividend Equivalent Right shall be paid within sixty (60) days following the applicable dividend record date.
10. Securities Laws .
The Corporation may from time to time impose such conditions on the vesting of the Deferred Stock Units, and/or the issuance of shares of Common Stock upon vesting of the Deferred Stock Units, as it deems reasonably necessary to ensure that any grant of the Deferred Stock Units and issuance of shares under this Agreement will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock upon the vesting of the Deferred Stock Units until the Common Stock has been registered under the Securities Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 10, such issuance shall occur on the earliest date on which it would not violate applicable law.
11. Grant Not to Affect Status as Director .
Neither this Agreement nor the Deferred Stock Units granted hereunder shall confer upon the Director any right to continue the Director’s service as a member of the Board of Directors of the Corporation.
12. Adjustments to Deferred Stock Units .
In the event of any change or changes in the outstanding Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or any similar transaction, the number of Deferred Stock Units granted to the Director under this Agreement shall be adjusted by the Compensation Committee pursuant to Section 11.2 of the Plan in such manner as the Committee deems appropriate to prevent substantial dilution or enlargement of the rights granted to the Director.
13. Miscellaneous .
(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.
(c) The provisions of the Plan are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of this Agreement shall control.
(d) The Deferred Stock Units under this Agreement are deferred compensation subject to Section 409A of the Code. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be interpreted in a manner consistent with such requirements. To the extent that changes are necessary to ensure that the Deferred Stock Units comply with any additional requirements imposed by future IRS guidance on the application of Section 409A of the Code, the Director and the Corporation agree to cooperate and work together in good faith to timely amend this Agreement to comply with Section 409A of the Code.
(e) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.
(f) Notwithstanding anything herein to the contrary, payments and the issuance of shares of Common Stock hereunder will be delayed to the extent required to comply with Section 409A(a)(2)(B) of the Code.
IN WITNESS WHEREOF , the parties have executed this Deferred Stock Unit Grant Agreement on the date and year first above written.
WELLTOWER INC.
By:
Name:
Title:
DIRECTOR:
______________________________ Name:
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made this ______ day of _____________, _____, between Welltower Inc., a Delaware corporation (the “Corporation”), and ___________________ (the “Participant”).
WITNESSETH:
WHEREAS , the Participant is an employee and executive officer of the Corporation; and
WHEREAS , the Corporation adopted the Amended and Restated Welltower Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the 2016-2018 Long-Term Incentive Plan (the “LTIP”) in order to provide select officers and key employees with incentives to achieve long-term corporate objectives; and
WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has determined that the Participant should be granted a performance restricted stock unit award payable in shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth below and in accordance with the terms of the LTIP.
NOW, THEREFORE , in consideration of the past and future services provided to the Corporation by the Participant and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Grant of Target Award .
The Corporation hereby grants to the Participant ________ performance restricted stock units (the “Target Award”) on ______________, _____ , payable in shares of Restricted Stock, subject to satisfaction of the restrictions, vesting conditions and other terms set forth in this Agreement. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for the Target Award or in exchange for the issuance of shares of Restricted Stock upon the determination of the Earned Award.
2. Deferred Delivery of Shares .
The Participant shall not be entitled to the issuance of shares of Restricted Stock or to receive any distributions with respect to the Target Award until the determination of the Earned Award as provided in the LTIP and in Section 3 or 6 below. Further, the Participant shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) until the shares of Restricted Stock are issued to the Participant.
3. Earned Award and Vesting .
At the end of the Performance Period, the Compensation Committee shall determine the percentage of the Participant’s Target Award earned pursuant to the provisions of Section 4 of the LTIP (the “Earned Award”).
The Participant’s Target Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant, and the underlying shares of Common Stock potentially issuable to the Participant under this Agreement may not be sold, transferred, assigned, pledged or otherwise encumbered by the Participant until such shares are so issued and cease to be subject to a risk of forfeiture. Any attempt to dispose of the Participant’s Target Award or shares issued thereunder in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.
4. Issuance of Shares .
On the Issuance Date, the Corporation shall issue to the Participant (or such Participant’s estate or beneficiary, if applicable) a number of shares of Restricted Stock equal to the Earned Award. Except as otherwise provided in Section 6 of the LTIP, one-third of such shares shall be immediately vested and nonforfeitable, one-third of such shares shall become fully vested and nonforfeitable on December 31, 2019, and one-third of such shares shall become fully vested and nonforfeitable on December 31, 2020, subject to continued employment of the Participant through each such date. On the Issuance Date for the Performance Period, the Corporation shall also pay in cash to the Participant (or such Participant’s estate or beneficiary, if applicable) an amount equal to the Dividend Value for the Performance Period multiplied by the number of shares issued pursuant to this Section 4.
5. Tax Withholding .
The Participant shall, not later than the date as of which vesting or payment in respect of the Award becomes a taxable event for Federal income tax purposes, pay to the Corporation or make arrangements satisfactory to the Corporation for payment of any Federal, state and local taxes required by law to be withheld on account of such taxable event. The Corporation shall have the authority to cause the required minimum tax withholding obligation to be satisfied by withholding a number of Shares to be issued to a Participant with an aggregate Fair Market Value that would satisfy the withholding amount due. The Corporation’s obligation to deliver stock certificates (or evidence of book entry) to any Participant is subject to and conditioned on tax withholding obligations being satisfied by such Participant.
6. Termination of Employment .
If the Participant’s employment with the Corporation is involuntarily terminated for “Cause” during the term of this Agreement, or if the Participant voluntarily terminates his or her employment with the Corporation without “Good Reason,” then the Participant’s Target Award or shares of Restricted Stock which have not previously become vested as of the termination date shall be forfeited.
In the event of termination of the Participant’s employment by reason of a Qualified Termination prior to the end of the Performance Period, then the Compensation Committee shall determine the Participant’s outstanding Award in accordance with the computation described in Section 4(b) of the LTIP as if the Performance Period ended on the calendar quarter end immediately preceding the date of the Participant’s Qualified Termination; provided, however, that the Earned Award of such terminated Participant for the Performance Period shall be multiplied by a fraction, the numerator of which shall be the number of full and partial months in which the Participant was employed by the Corporation in the Performance Period and the denominator of which shall be 36. The pro-rated Earned Award shall be paid out in shares of Common Stock that are not subject to any risk of forfeiture. Such terminated Participant shall also receive a cash payment in an amount determined pursuant to the provisions of Section 7(b) of the LTIP but taken into account only dividends paid through the date of the Qualified Termination.
In the event of termination of the Participant’s employment by reason of a Qualified Termination after the end of the Performance Period, any Restricted Stock granted to the Participant under this Program shall become fully vested and nonforfeitable.
7. Definitions .
Capitalized terms used herein without definitions shall have the meanings given to those terms in the LTIP.
8. Securities Laws .
The Corporation may from time to time impose such conditions on the vesting of the Target Award, and/or the issuance of shares of Common Stock upon vesting of the Target Award, as it deems reasonably necessary to ensure that any grant of the Target Award and issuance of shares under this Agreement will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock upon the vesting of the Target Award until the Common Stock has been registered under the Securities Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 8, such issuance shall occur on the earliest date on which it would not violate applicable law.
9. Grant Not to Affect Employment .
Neither this Agreement nor the Target Award granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment under the terms of the Participant’s Employment Agreement with the Corporation.
10. Adjustments to Target Award .
In the event of any change or changes in the outstanding Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or any similar transaction, the Target Award granted to the Participant under this Agreement shall be adjusted by the Compensation Committee pursuant to Section 11.2 of the Plan in such manner as the Compensation Committee deems appropriate to prevent substantial dilution or enlargement of the rights granted to the Participant.
11. Miscellaneous .
(a) This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written agreement executed by both of the parties hereto.
(c) The provisions of the Plan are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of this Agreement shall control.
(d) The Target Award granted under this Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), under the exemption for “short-term deferrals” under Treasury Regulation Section 1.409A-1(b)(4), and shall be interpreted in a manner consistent with the requirements for such exemption. To the extent that changes are necessary to ensure that the Target Award and the related dividend equivalent rights comply with any additional requirements for such exemption imposed by future IRS guidance on the application of Section 409A of the Code, the Participant and the Corporation agree to cooperate and work together in good faith to timely amend this Agreement so that the Target Award and dividend equivalent rights will not be treated as deferred compensation subject to the requirements of Section 409A of the Code.
(e) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided, however, that matters of corporate law, including the issuance of shares of Common Stock, shall be governed by the Delaware General Corporation Law.
IN WITNESS WHEREOF , the parties have executed this Agreement on the date and year first above written.
ATTEST: WELLTOWER INC.
By:
Name
[Grant Date]
[Participant Name]
Welltower Inc.
Re: Welltower Inc. 2017-2019 Long-Term Incentive Program
Dear [Participant Name]:
The Compensation Committee of the Board of Directors of Welltower Inc. (the “Company”) has selected you as a Participant in the Company’s 2017-2019 Long-Term Incentive Program (the “Plan”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Plan. This Award Notice shall be subject to and governed by all the terms and conditions of the Plan. A copy of the Plan is attached as an exhibit to this Award Notice.
The Award that you may earn under the Plan is made to you in the form of performance restricted stock units and is determined based on the weighted average score of the Company for the Performance Period with respect to the corporate metrics set forth in Exhibit A to the Plan and may vary as follows:
Threshold |
Target |
High |
|
|
|
# of restricted stock units
|
# of restricted stock units
|
# of restricted stock units |
For Company performance between two different tiers, the percentage payable will be calculated using interpolation between tiers.
So long as you satisfy the provisions of the Plan, including complying with the restrictive covenants set forth in Section 4, one-third of such shares will be immediately vested and nonforfeitable upon issuance, one-third of such shares will become fully vested and nonforfeitable on December 31, 2020, and one-third of such shares shall become fully vested and nonforfeitable on December 31, 2021, subject to your continued employment with the Company through each such date. You will also receive a cash award on each vesting date equal to the amount of the dividends paid by the Company with respect to the shares of Common Stock being issued measured by the Dividend Value.
In the event you incur a Qualified Termination during the Performance Period, the Compensation Committee will determine the amount of your Award under the Plan based on the corporate metrics ) as if the Performance Period had ended on the calendar quarter end immediately preceding the date of your Qualified Termination. Please note that your Award will be pro‑rated based on the length of your service during the Performance Period. As a condition of receiving any payments or benefits under the Plan on account your Qualified Termination, the Company may require you to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the restrictive covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
This Award Notice together with the Plan (the terms of which are hereby incorporated by reference) are intended to be a final expression of the agreement between you and the Company and are intended to be a complete and exclusive statement of the agreement and understanding between you and the Company with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to such subject matter other than those referred to herein and in the Plan. In the event of any conflict or inconsistency between this Award Notice and the Plan, the terms of the Plan shall govern.
This Award Notice shall be administered in accordance with the provisions of Section 3 of the Plan and any disputes shall be resolved in accordance with the provisions of the Plan, including but not limited to Sections 12(c) and (d) of the Plan.
This Award Notice shall not be construed as creating any contract for continued services between you and the Company or any of its subsidiaries and nothing herein contained shall give you the right to be retained as an employee or consultant of the Company or any of its subsidiaries.
WELLTOWER INC.
By:
[Grant Date]
[Name of Recipient]
Welltower Inc.
Re: Welltower Inc. 2017-2019 Long-Term Incentive Program -Bridge 1
Dear [Name]:
The Compensation Committee of the Board of Directors of Welltower Inc. (the “Company”) has selected you as a Participant in the Company’s 2017-2019 Long-Term Incentive Program – Bridge 1 (the “Plan”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Plan. This Award Notice shall be subject to and governed by all the terms and conditions of the Plan. A copy of the Plan is attached as an exhibit to this Award Notice.
The Award that you may earn under the Plan is made to you in the form of performance restricted stock units and is determined based on the weighted average score of the Company for the Performance Period with respect to the corporate metrics set forth in Exhibit A to the Plan and may vary as follows:
Threshold |
Target |
High |
|
|
|
# of restricted stock units
|
# of restricted stock units
|
# of restricted stock units
|
For Company performance between two different tiers, the percentage payable will be calculated using interpolation between tiers.
So long as you satisfy the provisions of the Plan, including complying with the restrictive covenants set forth in Section 4, one-half of such shares will become fully vested and nonforfeitable upon issuance (which is expected to be early in calendar 2019), and one-half of such shares will become fully vested and nonforfeitable on December 31, 2019, subject to your continued employment with the Company through each such date. You will also receive a cash award on each vesting date equal to the amount of the dividends paid by the Company with respect to the shares of Common Stock being issued measured by the Dividend Value.
In the event you incur a Qualified Termination during the Performance Period, the Compensation Committee will determine the amount of your Award under the Plan based on the corporate metrics ) as if the Performance Period had ended on the calendar quarter end immediately preceding the date of your Qualified Termination. Please note that your Award will be pro‑rated based on the length of your service during the Performance Period. As a condition of receiving any payments or benefits under the Plan on account of your Qualified Termination, the Company may require you to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the restrictive covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
This Award Notice together with the Plan (the terms of which are hereby incorporated by reference) are intended to be a final expression of the agreement between you and the Company and are intended to be a complete and exclusive statement of the agreement and understanding between you and the Company with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to such subject matter other than those referred to herein and in the Plan. In the event of any conflict or inconsistency between this Award Notice and the Plan, the terms of the Plan shall govern.
This Award Notice shall be administered in accordance with the provisions of Section 3 of the Plan and any disputes shall be resolved in accordance with the provisions of the Plan, including but not limited to Sections 12(c) and (d) of the Plan.
This Award Notice shall not be construed as creating any contract for continued services between you and the Company or any of its subsidiaries and nothing herein contained shall give you the right to be retained as an employee or consultant of the Company or any of its subsidiaries.
If you do not acknowledge and agree to the terms of this grant on or before October 1, 2017, this grant may be rescinded by the Company.
WELLTOWER INC.
By:
[Grant Date]
[Name of Recipient]
Welltower Inc.
Re: Welltower Inc. 2017-2019 Long-Term Incentive Program- Bridge 2
Dear [Name]:
The Compensation Committee of the Board of Directors of Welltower Inc. (the “Company”) has selected you as a Participant in the Company’s 2017-2019 Long-Term Incentive Program –Bridge 2 (the “Plan”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Plan. This Award Notice shall be subject to and governed by all the terms and conditions of the Plan. A copy of the Plan is attached as an exhibit to this Award Notice.
The Award that you may earn under the Plan is made to you in the form of performance restricted stock units and is determined based on the weighted average score of the Company for the Performance Period with respect to the corporate metrics set forth in Exhibit A to the Plan and may vary as follows:
Threshold |
Target |
High |
|
|
|
# of restricted stock units
|
# of restricted stock units
|
# of restricted stock units
|
For Company performance between two different tiers, the percentage payable will be calculated using interpolation between tiers.
So long as you satisfy the provisions of the Plan, including complying with the restrictive covenants set forth in Section 4, one-half of such shares will become fully vested and nonforfeitable upon issuance (which is expected to be early in calendar 2020), and one-half of such shares will become fully vested and nonforfeitable on December 31, 2020, subject to your continued employment with the Company through each such date. You will also receive a cash award on each vesting date equal to the amount of the dividends paid by the Company with respect to the shares of Common Stock being issued measured by the Dividend Value.
In the event you incur a Qualified Termination during the Performance Period, the Compensation Committee will determine the amount of your Award under the Plan based on the corporate metrics) as if the Performance Period had ended on the calendar quarter end immediately preceding the date of your Qualified Termination. Please note that your Award will be pro‑rated based on the length of your service during the Performance Period. As a condition of receiving any payments or benefits under the Plan on account of your Qualified Termination, the Company may require you to deliver an irrevocable, effective release of claims in the form determined by the Company and/or an affirmation of continued compliance with the restrictive covenants in favor of the Company and related persons as set forth in Section 4 of the Plan.
This Award Notice together with the Plan (the terms of which are hereby incorporated by reference) are intended to be a final expression of the agreement between you and the Company and are intended to be a complete and exclusive statement of the agreement and understanding between you and the Company with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to such subject matter other than those referred to herein and in the Plan. In the event of any conflict or inconsistency between this Award Notice and the Plan, the terms of the Plan shall govern.
This Award Notice shall be administered in accordance with the provisions of Section 3 of the Plan and any disputes shall be resolved in accordance with the provisions of the Plan, including but not limited to Sections 12(c) and (d) of the Plan.
This Award Notice shall not be construed as creating any contract for continued services between you and the Company or any of its subsidiaries and nothing herein contained shall give you the right to be retained as an employee or consultant of the Company or any of its subsidiaries.
If you do not acknowledge and agree to the terms of this grant on or before October 1, 2017, this grant may be rescinded by the Company.
WELLTOWER INC.
By:
welltower INC.
2018-2020 LONG-TERM INCENTIVE PROGRAM
“ All REIT Index ” means the MSCI US REIT Index
“ Annualized TSR Percentage ” means (1 + TSR)^(1/3) - 1.
“ Award ” means a grant to a Participant hereunder. The Company intends that while Awards may be granted under the Program in any form of grant permitted under the Equity Plan not in conflict with the terms of the Program, the two types of Awards that are intended to be granted are (1) Performance Awards and (2) Time-Based Awards in the form of restricted stock units with vesting based on the completion of specified periods of continuous service with the Company and its subsidiaries.
“ Award Notice ” means the restricted stock unit award agreement with a Participant that sets forth the terms, conditions and limitations of the Participant’s participation in this Program, including, without limitation and as may be applicable, the Participant’s Target Award, the Participant’s threshold, target, and high payout multiples and the Time Restriction.
“ Cause ” for termination of the Participant’s employment for purposes of Section 7 means (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and “Cause” is defined therein, then “Cause” shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company immediately prior to such termination or the Participant’s employment agreement does not define “Cause,” then “Cause” shall mean: (i) negligence or willful misconduct by the Participant in connection with the performance of his or her material duties as an employee of the Company or any Subsidiary; (ii) a breach by the Participant of any of his or her material duties as an employee of the Company or any Subsidiary, including but not limited to the provisions of Section 4 herein; (iii) conduct by the Participant against the material best interests of the Company or any Subsidiary, including but not limited to embezzlement or misappropriation of corporate assets, or a material act of statutory or common law fraud against the Company, any Subsidiary or the employees of either the Company or any Subsidiary; (iv) conviction for or plea of nolo contendere to any crime that is a felony, involves moral turpitude, or was committed in connection with the performance of Participant’s job responsibilities for the Company; (v) indictment of the Participant of a felony or a misdemeanor involving moral turpitude and such indictment has a material adverse effect on the interests or reputation of the Company or any Subsidiary; (vi) the intentional and willful failure by Participant to substantially perform his or her job responsibilities to the Company (other than any such failure resulting from Participant’s incapacity due to physical or mental disability) after a demand for substantial performance is made by the Company; (vii) the failure by Participant to satisfactorily perform his or her job responsibilities to the Company (other than any such failure resulting from Participant’s incapacity due to physical or mental disability); or (viii) a breach by Participant of any of the Company’s policies and procedures, including but not limited to the Company’s Code of Business Conduct & Ethics.
“ Change in Corporate Control ” shall have the same meaning as set forth in Section 10.1(a) of the Equity Plan and Section 10.1(c) of the Equity Plan. In addition, in order to qualify as a “Change in Corporate Control”, an event must also meet the requirements for a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” with the meaning of Treas. Reg. §1.409A-3(i)(5).
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Common Stock ” means the Company’s common stock, par value $1.00 per share, either currently existing or authorized hereafter.
“ Common Stock Price ” means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the 20 consecutive trading days ending on, and including such date (or if such date is not a trading day, the most recent trading day immediately preceding such date); provided that, if such date is the date upon which a Change in Corporate Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Compensation Committee, of the total consideration paid or payable in the transaction resulting in the Change in Corporate Control for one share of Common Stock.
“ Debt + Preferred ” means the sum of the Company’s secured debt, unsecured debt and the total amount of preferred stock for the designated period.
“ Disability ” for termination of the Participant’s employment for purposes of Section 7 means (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and “Disability” is defined therein, then “Disability” shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company that defines “Disability,” then “Disability” shall have the same meaning as defined in the Equity Plan.
“ Dividend Value ” means the aggregate amount of dividends and other distributions paid on one Share for which the record date occurred on or after the first day of the Restrictive Determination Period and prior to the final settlement date at which shares of Common Stock are issued to a Participant (excluding dividends and distributions paid in the form of additional Shares).
“ Earned Award ” means, with respect to a Participant and such individual’s Performance Award, the actual number of shares of Common Stock that were earned by such Participant pursuant to this Program at the end of the Performance Period based on the achievement of the performance goals set forth in Section 5.
“ EBITDA ” means the Company’s earnings before interest, taxes, depreciation and amortization, as determined in accordance with Generally Accepted Accounting Principles, for the designated period.
“ Equity Plan ” means the Welltower Inc. 2016 Long-Term Incentive Plan, as amended from time to time.
“ Fair Market Value ” means, as of any given date, the fair market value of a security which shall be the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations.
“ Good Reason ” for termination of the Participant’s employment for purposes of Section 7 means (a) if the Participant is a party to an employment agreement with the Company immediately prior to such termination, and “good reason” is defined therein, then “Good Reason” shall have the meaning set forth in such employment agreement, or (b) if the Participant is not party to an employment agreement with the Company immediately prior to such termination and/or the Participant’s employment agreement does not define “Good Reason”: (i) a substantial adverse change, not consented to by the Participant, in the nature or scope of the Participant’s responsibilities, authorities, powers, functions, or duties; or (ii) a breach by the Company of any of its material obligations hereunder. Unless otherwise provided in an employment agreement to which the Participant is a party immediately prior to such termination, to constitute “good reason termination,” the Participant must: (1) provide written notice to the Company within 90 days of the initial existence of the event constituting “Good Reason;” (2) may not terminate his or her employment unless the Company fails to substantially remedy the event constituting “Good Reason” within 30 days after such notice has been given; and (3) the Participant must terminate employment with the Company no later than 30 days after the end of the 30-day period in which the Company fails to substantially remedy the event constituting “Good Reason.”
“ 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, outpatient medical treatment facilities, medical office buildings, hospitals not excluded below, or any similar types of facilities or enterprises, but in any event excluding acute care hospitals or integrated health care delivery systems that include acute care hospitals.
“ Health Care REIT Index ” means the FTSE NAREIT Health Care REIT Index (or a successor index including a comparable universe of publicly traded U.S. real estate investment trusts), in each case adjusted and reweighted to exclude the Company from the index. As of the beginning of the Performance Period, the FTSE NAREIT Health Care REIT Index was comprised of Ventas, Inc, HCP, Inc., Omega Healthcare Investors, Senior Housing Properties Trust, Healthcare Trust of America, Inc., Healthcare Realty Trust, National Health Investors, Medical Properties Trust, Community Healthcare Trust, Inc., Sabra Health Care REIT, LTC Properties, New Senior Investment Group, Physicians Realty Trust, Universal Health Realty Income, Care Trust REIT, Quality Care Properties,
Inc., MedEquities Realty Trust, Inc., and Global Medical REIT. Any health care REIT organization that is not in existence for the entire Performance Period shall be omitted from this index.
“ Index Return ” means, with respect to the Performance Period, the return of either the Health Care REIT Index, or the All REIT Index, as applicable, over the Performance Period expressed as a percentage. For the avoidance of doubt, the intent of the Compensation Committee is that Index Return over the Performance Period be calculated in a manner designed to produce a fair comparison between the Company’s TSR and the Index Return for the purpose of determining Relative Performance. In the case of the Health Care REIT Index, the Index Return shall be computed as the sum of each component company’s weighted TSR with each component company’s weight as the average of its relative market capitalization at the beginning of the Performance Period.
“ Participant ” means an executive or employee of the Company or any Subsidiary selected by the Compensation Committee to participate in the Program.
“ Performance Award ” means an award, expressed as a number of restricted stock units, that vests upon the achievement of performance goals at the end of a Performance Period.
“ Performance Period ” means the period commencing on January 1, 2018 and concluding on the earlier of (i) December 31, 2020, or (ii) a Change in Corporate Control.
“ Program ” means this Welltower Inc. 2018-2020 Long-Term Incentive Program, as amended from time to time.
“ Qualified Termination ” means termination of a Participant’s employment for Good Reason, by reason of the Participant’s death, Disability, by the Company without Cause, Retirement and in the case of a Participant who is party to an employment agreement with the Company, a non‑renewal by the Company of the term of such agreement.
“ Relative Performance ” means the Company’s TSR relative to the applicable Index Return, as expressed as an Annualized TSR Percentage.
“ Restricted Period ” means a period of one year for a Participant holding the title of Senior Vice President or above at the time of termination of employment and a period of six (6) months for a Participant holding the title of Vice President at the time of termination of employment. For any Participant holding a title below the level of Vice President (including but not limited to Assistant Vice President, Director or Manager), there shall be no post-employment Restrictive Determination Period.
“ Restrictive Determination Period ” means (a) the Performance Period in the case of a Performance Award and (b) the period of time during which the applicable Time Restriction has not lapsed in the case of a Time-Based Award.
“ Retirement ” means the voluntary termination of employment by a Participant after attaining age 55 and completing ten consecutive full years of service; provided, however, that the sum of the Participant’s age and consecutive full years of service to the Company shall be equal to 70 or more; and provided further that the Participant (a) delivers to the Company, so that the Company receives or is deemed to have received in accordance with Section 12(i) at least six months prior to the date of his or her retirement, written notice specifying such retirement date, (b) remains in the continuous service of the Company from the date the written notice is received until his or her retirement date, and (c) enters into a retirement agreement with the Company in such form as shall be determined by the Company from time to time that includes both (i) a customary release of claims covering the Company and its affiliates, and (ii) an affirmation of continued compliance with the non-competition, non-solicitation, non-disparagement and non-disclosure covenants in favor of the Company and related persons as set forth in Section 4.
“ Target Award ” means a Participant’s target award, expressed as a number of restricted stock units, for the Performance Period, as set forth in the Participant’s Award Notice.
“ Time-Based Award ” means an award, expressed as a number of restricted stock units, that vests upon the lapse of the Time Restriction. (A Time-Based Award is a type of “Other Stock Unit Award” as classified under the Equity Plan.)
“ Time Restriction ” means the period of time set forth in the Award Notice during which a Time-Based Award (or portion thereof) is unvested and forfeitable based on the completion of periods of continued employment with the Company or as otherwise expressly set forth in this Program.
“ Total Shareholder Return ” or “ TSR ” means for the common stock of the applicable company, the total shareholder return (share price appreciation/depreciation during the applicable Performance Period plus the value attributable to reinvested dividends
paid on the shares during the applicable Performance Period). The TSR shall be expressed as a percentage. The calculation of TSR will be based on the average closing price of the shares for the twenty trading days immediately preceding the first day of the Performance Period and the average closing price of the shares for the twenty trading days immediately preceding the last day of the applicable Performance Period. The TSR will be calculated assuming that cash dividends (including extraordinary cash dividends) paid on the shares are reinvested in additional shares on the ex-dividend date and that any securities distributed to shareholders in a spinoff transaction are sold and the proceeds reinvested in additional shares on the ex-dividend date.
“ Vested Unit Award ” means a Time-Based Award (or portion thereof) that is fully vested and nonforfeitable due to the lapse of the applicable Time Restriction.
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “ Agreement ”), made this ___________, _____, between Welltower Inc., a Delaware corporation (the “ Corporation ”), and _____________ (the “ Participant ”).
WHEREAS , the Participant is an employee of the Corporation; and
WHEREAS , the Corporation adopted the Welltower Inc. 2016 Long-Term Incentive Plan (the “ Plan ”) and the 2018-2020 Long-Term Incentive Program (the “ LTIP ”) in order to provide select executives and key employees with incentives to achieve long-term corporate objectives; and
WHEREAS , the Compensation Committee of the Corporation’s Board of Directors has determined that the Participant should be granted a restricted stock unit award subject to performance-based vesting conditions and/or time-based vesting conditions on the terms set forth in the LTIP and herein;
WHEREAS , the restricted stock unit award granted to the Participant shall be payable in shares of the Corporation’s common stock, $1.00 par value per share (“ Common Stock ”), upon the satisfaction of the conditions set forth below and in accordance with the terms of the LTIP.
NOW, THEREFORE , in consideration of the past and future services provided to the Corporation by the Participant and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
The Corporation hereby grants to the Participant one or both of the following:
· A Performance Award of _______ performance-based restricted stock units (the “ Target Award ”) on _______ (the “ Date of Grant ”), payable in shares of Restricted Stock, subject to satisfaction of the restrictions, vesting conditions and other terms set forth in this Agreement.
· An Other Stock Unit Award (the “ Time-Based Award ”) of _______ time-based restricted stock units on the Date of Grant, which shall vest and become payable in shares of Common Stock, subject to the Participant’s continued employment, in accordance with the following schedule: _____________________ (each such date, the “ Vesting Date ”).
The Target Award and the Time-Based Award shall be referred to herein as the “ Award ”. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for the Award or in exchange for the issuance of shares of Common Stock (upon the determination of the Earned Award and satisfaction of the applicable periods of continued service with the Corporation in the case of a Performance Award or upon the lapse of the applicable Time Restriction in the case of a Time-Based Award).
(a) The Participant shall not be entitled to the issuance of shares of Common Stock or to receive any distributions with respect to the Performance Award or Time-Based Award until the determination of the Earned Award (in the case of the Performance Award) as provided in the LTIP and in Section 3 or 6 below or lapse of the applicable Time Restriction (in the case of the Time-Based Award). Further, the Participant shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) until the shares of Common Stock are issued to the Participant.
(b) The Participant’s Performance Award and Time-Based Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant, and the underlying shares of Common Stock potentially issuable to the Participant under this Agreement may not be sold, transferred, assigned, pledged or otherwise encumbered by the Participant until
such shares are so issued and cease to be subject to a risk of forfeiture. Any attempt to dispose of the Participant’s Award or shares issued thereunder in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.
The Corporation shall issue shares of Common Stock to the Participant in accordance with the provisions of Section 8 of the LTIP.
The Corporation shall satisfy its tax withholding obligations in accordance with Section 11 of the LTIP.
In the event of the end of the Participant’s employment with the Corporation prior to the time that all vested shares of Common Stock, if any, are issued under the LTIP, the Award shall be administered in accordance with Section 7 of the LTIP.
Capitalized terms used herein without definitions shall have the meanings given to those terms in the LTIP.
The Corporation may from time to time impose such conditions on the vesting of the Award, and/or the issuance of shares of Common Stock upon vesting of the Award, as it deems reasonably necessary to ensure that any grant of the Award and issuance of shares under this Agreement will satisfy the applicable requirements of federal and state securities laws. Such conditions may include, without limitation, the partial or complete suspension of the right to receive shares of Common Stock upon the vesting of the Award until the Common Stock has been registered under the Securities Act of 1933, as amended. In all events, if the issuance of any shares of Common Stock is delayed by application of this Section 8, such issuance shall occur on the earliest date on which it would not violate applicable law.
Neither this Agreement nor the Award granted hereunder shall confer upon the Participant any right to continued employment with the Corporation. This Agreement shall not in any way modify or restrict any rights the Corporation may have to terminate such employment.
In the event of any change or changes in the outstanding Common Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or any similar transaction, the Award granted to the Participant under this Agreement shall be adjusted by the Compensation Committee pursuant to Section 11.2 of the Plan in such manner as the Compensation Committee deems appropriate to prevent substantial dilution or enlargement of the rights granted to the Participant.
ATTEST: WELLTOWER INC.
By: ______________________________
Name: ___________________________
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 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 |
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 |
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 REIT LLC |
Delaware |
1405 Limekiln Pike, 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 |
180 Scott Road Waterbury LLC |
Delaware |
1818 Martin Drive, 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 |
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 |
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 |
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 |
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 |
5300 West 29th Street, 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 |
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 |
701 W. 71st Street South, LLC |
Delaware |
708A Bridgeport Avenue Shelton 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 |
Academy Nursing Home, Inc. |
Massachusetts |
ADS/Multicare, Inc. |
Delaware |
AL Santa Monica Senior Housing, LP |
Delaware |
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 |
Aurora Propco 1 Limited |
United Kingdom |
Aurora Propco 2 Limited |
United Kingdom |
Avery Healthcare Group Limited |
United Kingdom |
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 |
B-XIV Operations Holding Company LLC |
Delaware |
B-XIV Shelton LLC |
Delaware |
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 |
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 |
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 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 4, LP |
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 |
Benchmark Investments XIV 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 |
Boardman Physicians LLC |
Delaware |
Brandall Central Avenue, LLC |
Delaware |
Breyut Convalescent Center, L.L.C. |
New Jersey |
Brierbrook Partners, LLC |
Tennessee |
Brinton Manor, Inc. |
Delaware |
Broadway 85th LLC |
Delaware |
Brockport Tenant, LLC |
Delaware |
Brockville Facility Inc. |
Ontario |
Brooklyn Healthcare Investors, LLC |
Delaware |
Broomfield CO Senior Living Owner, LLC |
Delaware |
BSL Huntington Terrace 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 |
CAL-GAT Limited Partnership |
Florida |
CAL-LAK Limited Partnership |
Florida |
Camelia Care Limited |
United Kingdom |
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 |
Cerritos Subtenant LP |
Delaware |
Churchill Facility Inc. |
Ontario |
Cincinnati Physicians, LLC |
Delaware |
Claremont Facility Inc. |
Ontario |
Colson & Colson Limited |
United Kingdom |
Columbia Boulevard West Property Inc. |
British Columbia |
Concord Health Group, Inc. |
Delaware |
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 (l'Atrium) GP Inc. |
Ontario |
CSH-HCN Lessee (l'Atrium) 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 (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 (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 (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 |
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 |
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 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 Tenant LLC |
Delaware |
Easton Meridian Limited Partnership |
Maryland |
Edella Street Associates |
Pennsylvania |
Edgemont Facility Inc. |
Ontario |
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 Anderson LLC |
Delaware |
EPC Bridgeton LLC |
Delaware |
EPC Cedar Park LLC |
Delaware |
EPC Park Avenue LLC |
Delaware |
EPC Via Bella 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-GEN Acquisition Holding, LLC |
Delaware |
FC-GEN Acquisition, Inc. |
Delaware |
FC-GEN Real Estate, LLC |
Delaware |
FC-JEN Leasing, LLC |
Delaware |
FCA Finance B Secured Party, 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 |
G & L Tustin III, LP |
Delaware |
G&L 4150 Regents LP |
Delaware |
G&L 436 Bedford 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 |
Genoa Healthcare Investors, LLC |
Delaware |
Geri-Med Corp. |
Pennsylvania |
Geriatric & Medical Companies, Inc. |
Delaware |
Geriatric and Medical Services, Inc. |
New Jersey |
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 (Adderbury) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Bath) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Lane End) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Little Bookham) 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 Coldfield) S.a.r.l. |
Luxembourg |
Gracewell Noosa Devco (Woking) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Adderbury) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Bath) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Lane End) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Little Bookham) 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 Coldfield) S.a.r.l. |
Luxembourg |
Gracewell Noosa Propco (Woking) S.a.r.l. |
Luxembourg |
Gracewell Operations Holding Limited |
United Kingdom |
Gracewell Properties (Abercorn) S.a.r.l. |
Luxembourg |
Gracewell Properties (Adderbury) S.a.r.l. |
Luxembourg |
Gracewell Properties (Bath) 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 (Lane End) S.a.r.l. |
Luxembourg |
Gracewell Properties (Little Bookham) 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 (Woking) S.a.r.l. |
Luxembourg |
Gracewell Properties Holding S.a.r.l. |
Luxembourg |
Grand Ledge I, LLC |
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 |
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 |
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 |
HC Mill Creek I, LLC |
Wisconsin |
HC Redmond I, LLC |
Wisconsin |
HC Summit I, LLC |
Wisconsin |
HCN (Pembroke) Property Inc. |
British Columbia |
HCN (ROSEHILL) PROPERTY INC. |
Ontario |
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 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 Purchasing Group, LLC |
Delaware |
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-COGIR LESSEE GP INC. |
Ontario |
HCN-COGIR LESSEE LP |
Ontario |
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 |
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 |
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 |
HCN-Revera Lessee (Terrace Gardens) GP Inc. |
Ontario |
HCN-Revera Lessee (Terrace Gardens) LP |
Ontario |
HCN-Revera Lessee (The Churchill) GP Inc. |
Ontario |
HCN-Revera Lessee (The Churchill) LP |
Ontario |
HCN-Revera Lessee (Trafalgar Lodge) GP Inc. |
Ontario |
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 |
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 |
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 |
HCN-Revera Lessee (Windsor) LP |
Ontario |
HCN-TH Wisconsin I, LLC |
Delaware |
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 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 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 Dallas Medical Facility, LLC |
Delaware |
HCRI Deerfield Beach Medical Facility, LLC |
Delaware |
HCRI Draper Place Properties Trust |
Massachusetts |
HCRI Drum Hill Properties, LLC |
Delaware |
HCRI Emerald Holdings III, LLC |
Delaware |
HCRI Emerald Holdings IV, LLC |
Delaware |
HCRI Emerald Holdings, 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 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 Kentucky Properties, LLC |
Kentucky |
HCRI Kirkland Properties, 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 Merrillville Medical Facility, 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 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 Purchasing, LLC |
Delaware |
HCRI Red Fox ManCo, 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 Southern Investments I, Inc. |
Delaware |
HCRI Southlake Medical Facility, LLC |
Delaware |
HCRI Summit Properties, 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 GP, LLC |
Delaware |
HCRI Sun III Tenant, LP |
Delaware |
HCRI Sun Three Lombard IL Senior Living, LLC |
Delaware |
HCRI Sun Two Baton Rouge LA Senior Living, LLC |
Delaware |
HCRI Sun Two Gilbert AZ Senior Living, LLC |
Delaware |
HCRI Sun Two Metairie LA Senior Living, LLC |
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 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 |
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 |
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 |
HH Florida, LLC |
Delaware |
Highland Healthcare Investors, LLC |
Delaware |
Hilltop Health Care Center, Inc. |
Delaware |
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 |
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 |
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 |
Knollwood Manor, Inc. |
Pennsylvania |
KSL Landlord, 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 |
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 |
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 Metsun Three GP, LLC |
Delaware |
Master MetSun Three, LP |
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 |
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 |
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 |
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 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 |
Murrieta Healthcare Investors, LLC |
Delaware |
Murrieta Healthcare Properties, LLC |
Delaware |
Narrows Glen Subtenant LP |
Delaware |
NNA Akron Property, LLC |
Delaware |
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 |
Palmer Healthcare Investors LLC |
Delaware |
Paramount Real Estate Services, Inc. |
Delaware |
Parkland Commons Subtenant, LLC |
Delaware |
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 |
PVL Landlord - BC, LLC |
Delaware |
PVL Landlord - STL Hills, LLC |
Delaware |
PVL Tenant - BC, LLC |
Delaware |
PVL Tenant - Hermitage, LLC |
Delaware |
PVL Tenant - Panama City, LLC |
Delaware |
PVL Tenant - STL Hills, LLC |
Delaware |
PVL Tenant - Thomasville, LLC |
Delaware |
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 |
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 |
RRR SAS Facilities Inc. |
Ontario |
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 Franklin V L.P. |
Texas |
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 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 Wrightsville V L.P. |
Texas |
RVNR, Inc. |
Delaware |
Saints Investments Limited |
United Kingdom |
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 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 2 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 3 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 4 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 5 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 6 Property Holdings S.a.r.l. |
Luxembourg |
Signature Devco 7 Property Holdings S.a.r.l. |
Luxembourg |
Signature Senior Landlord, LLC |
Delaware |
Silverado Senior Living Calabasas, Inc. |
California |
Silverado Senior Living Salt Lake City, Inc. |
Delaware |
Silverado Senior Living, Inc. |
California |
Simi Hills Subtenant LP |
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 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 Quantum Propco S.a.r.l. |
Luxembourg |
SIPL Saints Propco S.a.r.l |
Luxembourg |
SIPL Sunrise Propco S.a.r.l |
Luxembourg |
Solomont Family Fall River Venture, Inc. |
Massachusetts |
Somerset Ridge General Partnership |
Massachusetts |
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 |
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 |
Sterling Midco Limited |
United Kingdom |
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 |
Subtenant 11330 Farrah Lane, LLC |
Delaware |
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 |
Sunrise at Gardner Park Limited Partnership |
Massachusetts |
Sunrise Beach Cities Assisted Living, L.P. |
California |
Sunrise Connecticut Avenue Assisted Living Owner, L.L.C. |
Virginia |
Sunrise Gardner Park GP, Inc. |
Massachusetts |
Sunrise Home Help Services Limited |
United Kingdom |
Sunrise Louisville KY Senior Living, LLC |
Kentucky |
Sunrise Lower Makefield PA Senior Living, LP |
Delaware |
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 |
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 Purley Limited |
United Kingdom |
Sunrise Operations Solihull Limited |
United Kingdom |
Sunrise Operations Sonning Limited |
United Kingdom |
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 UK Operations Limited |
United Kingdom |
Sunrise/Inova McLean Assisted Living, L.L.C. |
Virginia |
SZR Beaconsfield Inc. |
New Brunswick |
SZR Blainville Inc. |
New Brunswick |
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 Courtyards Subtenant, LLC |
Delaware |
The Green (Solihull) Management Company Limited |
United Kingdom |
The House of Campbell, Inc. |
West Virginia |
The Multicare Companies, Inc. |
Delaware |
The Park Gate Care Home LLP |
United Kingdom |
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 |
TV Arlington Tenant, LLC |
Delaware |
Valleyview Drive S.W. Property Inc. |
British Columbia |
Vankleek Facility Inc. |
Ontario |
Ventana Canyon Tenant, LLC |
Delaware |
Villa Chicoutimi Inc. |
Quebec |
Villa de L'Estrie Inc. |
Quebec |
Villa du Saguenay Inc. |
Quebec |
Villa Jonquiere Inc. |
Quebec |
Villa Rive-Sud Inc. |
Quebec |
Villas Realty & Investments, Inc. |
Pennsylvania |
Virginia Beach Health Investors, LLC |
Virginia |
Voorhees Healthcare Properties, LLC |
Delaware |
Voorhees Physicians, LLC |
Delaware |
W TCG Burleson AL, LLC |
Delaware |
W TCG Carrollton IL, LLC |
Delaware |
W TCG Colleyville MC, LLC |
Delaware |
W TCG Granbury Campus, LLC |
Delaware |
W TCG Kingwood AL, LLC |
Delaware |
W TCG Melbourne Campus, LLC |
Delaware |
W TCG Murphy AL, LLC |
Delaware |
W TCG New Braunfels Campus, LLC |
Delaware |
W TCG Port St. Lucie Campus, LLC |
Delaware |
W TCG San Antonio Campus, LLC |
Delaware |
W TCG San Antonio West Campus, LLC |
Delaware |
W TCG Sugar Land Campus, LLC |
Delaware |
W TCG Vero Beach Campus, LLC |
Delaware |
W TCG Westworth Village Campus, LLC |
Delaware |
Waldorf Property, LLC |
Maryland |
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 1915 North 34th Street, LLC |
Wisconsin |
Welltower 1950 Sunny Crest Drive GP, LLC |
Delaware |
Welltower 1950 Sunny Crest Drive, LP |
Delaware |
Welltower 2130 Continental Drive, LLC |
Wisconsin |
Welltower 5017 South 110th Street, LLC |
Wisconsin |
Welltower Ballard LLC |
Minnesota |
Welltower Burleson LLC |
Delaware |
Welltower BV Westwood PropCo GP LLC |
Delaware |
Welltower CCRC OpCo LLC |
Delaware |
Welltower Charitable Foundation |
Delaware |
Welltower Colorado Properties LLC |
Delaware |
Welltower Eclipse Bethesda PropCo LLC |
Delaware |
Welltower Eclipse Bethesda TRS LLC |
Delaware |
Welltower Eclipse Chevy Chase PropCo LLC |
Delaware |
Welltower Eclipse Chevy Chase TRS LLC |
Delaware |
Welltower Eclipse Issaquah PropCo LLC |
Delaware |
Welltower Eclipse Issaquah TRS LLC |
Delaware |
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 Greeneville LLC |
Minnesota |
Welltower Harker Heights LLC |
Delaware |
Welltower HealthCare Properties II LLC |
Delaware |
Welltower HealthCare Properties III LLC |
Delaware |
Welltower HealthCare Properties LLC |
Delaware |
Welltower HealthCare Venture Properties LLC |
Delaware |
Welltower Jackson LLC |
Minnesota |
Welltower Jefferson PropCo TRS LLC |
Delaware |
Welltower Killeen LLC |
Minnesota |
WELLTOWER KISCO RIDEA LANDLORD, LLC |
Delaware |
WELLTOWER KISCO RIDEA TENANT, LLC |
Delaware |
Welltower KSL Owner LLC |
Delaware |
Welltower Mission Viejo Medical Center JV, 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 OpCo Group LLC |
Delaware |
Welltower Panther Creek LLC |
Minnesota |
Welltower PropCo Group LLC |
Delaware |
Welltower REIT Holdings LLC |
Delaware |
Welltower Springfield LLC |
Minnesota |
Welltower Tacoma LLC |
Delaware |
Welltower TCG NNN Landlord, LLC |
Delaware |
Welltower TCG RIDEA Landlord, LLC |
Delaware |
Welltower TCG RIDEA Tenant, LLC |
Delaware |
Welltower Temple LLC |
Delaware |
Welltower Tennessee Properties LLC |
Delaware |
Welltower TRS Holdco 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 |
Welltower W128 N6900 Northfield Drive, LLC |
Wisconsin |
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 |
Willow Manor Nursing Home, Inc. |
Massachusetts |
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 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 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 |
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 |
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 Orange Centre Management, L.L.C. |
Delaware |
WMPT Palmer Management, LLC |
Delaware |
WMPT Palms West III Management, L.L.C. |
Delaware |
WMPT Palms West IV Management, L.L.C. |
Delaware |
WMPT Palms West V Management, L.L.C. |
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 |
WMPT West Tower Management, L.L.C. |
Delaware |
WMPT WPC Jupiter Management, LLC |
Delaware |
WMPT WPC Management, L.L.C. |
Delaware |
WR Brentwood Propco S.a.r.l. |
Luxembourg |
WR Brentwood Property Limited |
Guernsey |
WR Coombe Propco S.a.r.l. |
Luxembourg |
WR Coombe Property Limited |
Guernsey |
WR Epsom Propco S.a.r.l. |
Luxembourg |
WR Epsom Property Limited |
Guernsey |
WR GP Limited |
Jersey |
WR Hindhead Propco S.a.r.l. |
Luxembourg |
WR Hindhead Property Limited |
Guernsey |
WR Holdco 2 S.a.r.l. |
Luxembourg |
WR Holdco S.a.r.l. |
Luxembourg |
WR Investment Partners Limited |
Jersey |
WR Limited Partnership |
Jersey |
WR Midco Limited |
United Kingdom |
WR Signature DP 2 S.a.r.l. |
Luxembourg |
WR Signature Operations Limited |
United Kingdom |
WT UK OPCO 1 Limited |
United Kingdom |
WT UK OpCo 2 Limited |
United Kingdom |
WT UK OpCo 3 Limited |
United Kingdom |
WTP Healthcare Properties, LLC |
Delaware |
Wyncote Healthcare Corp. |
Pennsylvania |
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 28, 2018, 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. and subsidiaries included in this Annual Report (Form 10-K) of Welltower Inc., for the year ended December 31, 2017.
/s/ ERNST & YOUNG LLP
Toledo, Ohio
February 28, 2018
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 John A. Goodey, 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, 2017 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 28th day of February 2018.
/s/ Jeffrey H. Donahue |
/s/ Judith C. Pelham |
Jeffrey H. Donahue, Chairman of the Board |
Judith C. Pelham, Director |
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/s/ Kenneth J. Bacon |
/s/ Sergio D. Rivera |
Kenneth J. Bacon, Director |
Sergio D. Rivera, Director |
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/s/ Fred S. Klipsch |
/s/ R. Scott Trumbull |
Fred S. Klipsch, Director |
R. Scott Trumbull, Director |
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/s/ Geoffrey G. Meyers |
/s/ Thomas J. DeRosa |
Geoffrey G. Meyers, Director |
Thomas J. DeRosa, Chief Executive Officer and Director |
(Principal Executive Officer) |
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/s/ Timothy J. Naughton |
/s/ John A. Goodey |
Timothy J. Naughton, Director |
John A. Goodey, Executive Vice President and Chief |
Financial Officer (Principal Financial Officer) |
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/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) |
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/s/ Gary Whitelaw |
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Gary Whitelaw, Director |
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1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Thomas J. DeRosa , certify that:
1. |
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I have reviewed this annual report on Form 10-K of Welltower Inc.; |
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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; |
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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; |
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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: |
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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; |
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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; |
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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 |
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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 |
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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): |
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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 |
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(b) |
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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 28, 2018
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/s/ THOMAS J. DEROSA |
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Thomas J. DeRosa, |
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Chief Executive Officer |
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CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John A. Goodey , certify that:
1. |
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I have reviewed this annual report on Form 10-K of Welltower Inc.; |
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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; |
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3. |
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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; |
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4. |
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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: |
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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; |
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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; |
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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 |
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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 |
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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): |
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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 |
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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 28, 2018
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/s/ JOHN A. GOODEY |
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John A. Goodey, |
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Chief Financial Officer |
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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, 2017 (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.
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/s/ THOMAS J. DEROSA |
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Thomas J. DeRosa, |
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Chief Executive Officer Date: February 28, 2018 |
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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.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
I, John A. Goodey, 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, 2017 (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.
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/s/ JOHN A. GOODEY |
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John A. Goodey, |
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Chief Financial Officer Date: February 28, 2018 |
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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.