well-20220630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022



☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-8923

WELLTOWER INC.

(Exact name of registrant as specified in its charter)

Delaware

34-1096634

(State or other jurisdiction
of Incorporation)

(IRS Employer
Identification No.)

4500 Dorr Street

Toledo,

Ohio

43615

(Address of principal executive office)

(Zip Code)

(419) -

247-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value per share	WELL	New York Stock Exchange
Guarantee of 4.800% Notes due 2028 issued by Welltower OP LLC	WELL/28	New York Stock Exchange
Guarantee of 4.500% Notes due 2034 issued by Welltower OP LLC	WELL/34	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of August 5, 2022, Welltower Inc. had 463,369,603 shares of common stock outstanding.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		Page

Item 1. Financial Statements (Unaudited)		3

	Consolidated Balance Sheets	3

	Consolidated Statements of Comprehensive Income	4

	Consolidated Statements of Equity	6

	Consolidated Statements of Cash Flows	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		29

Item 3. Quantitative and Qualitative Disclosures About Market Risk		55

Item 4. Controls and Procedures		56

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		57

Item 1A. Risk Factors		57

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		57

Item 5. Other Information		57

Item 6. Exhibits		58

Signatures		59

PART I. FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


	June 30, 2022 (Unaudited)		December 31, 2021 (Note)
Assets:
Real estate investments:
Real property owned:
Land and land improvements	$	4,109,851	$	3,968,430
Buildings and improvements	32,480,543		31,062,203
Acquired lease intangibles	1,902,141		1,789,628
Real property held for sale, net of accumulated depreciation	177,719		134,097
Construction in progress	900,633		651,389
Less accumulated depreciation and amortization	(7,437,779)		(6,910,114)
Net real property owned	32,133,108		30,695,633
Right of use assets, net	324,720		522,796
Real estate loans receivable, net of credit allowance	956,285		1,068,681
Net real estate investments	33,414,113		32,287,110
Other assets:
Investments in unconsolidated entities	1,300,975		1,039,043
Goodwill	68,321		68,321
Cash and cash equivalents	363,339		269,265
Restricted cash	78,912		77,490
Straight-line rent receivable	408,575		365,643
Receivables and other assets	939,436		803,453
Total other assets	3,159,558		2,623,215
Total assets	$	36,573,671	$	34,910,325

Liabilities and equity
Liabilities:
Unsecured credit facility and commercial paper	$	354,000	$	324,935
Senior unsecured notes	12,488,718		11,613,758
Secured debt	2,191,826		2,192,261
Lease liabilities	410,717		545,944
Accrued expenses and other liabilities	1,254,497		1,235,554
Total liabilities	16,699,758		15,912,452
Redeemable noncontrolling interests	420,018		401,294
Equity:
Common stock	464,778		448,605
Capital in excess of par value	24,465,041		23,133,641
Treasury stock	(111,691)		(107,750)
Cumulative net income	8,815,446		8,663,736
Cumulative dividends	(14,932,198)		(14,380,915)
Accumulated other comprehensive income (loss)	(145,196)		(121,316)
Total Welltower Inc. stockholders’ equity	18,556,180		17,636,001
Noncontrolling interests	897,715		960,578
Total equity	19,453,895		18,596,579
Total liabilities and equity	$	36,573,671	$	34,910,325

Note: The consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenues:
Resident fees and services	$	1,009,999	$	740,891	$	2,004,334	$	1,464,355
Rental income	361,411		354,723		717,801		657,566
Interest income	37,140		38,448		76,134		58,027
Other income	63,986		6,930		69,971		13,106
Total revenues	1,472,536		1,140,992		2,868,240		2,193,054

Expenses:
Property operating expenses	854,083		642,657		1,707,752		1,259,983
Depreciation and amortization	310,295		240,885		614,383		485,311
Interest expense	127,750		122,341		249,446		245,483
General and administrative expenses	36,554		31,436		74,260		61,362
Loss (gain) on derivatives and financial instruments, net	(1,407)		(359)		1,171		1,575
Loss (gain) on extinguishment of debt, net	603		55,612		591		50,969
Provision for loan losses, net	165		6,197		(639)		7,580
Impairment of assets	—		23,692		—		47,260
Other expenses	35,166		11,687		61,235		22,681
Total expenses	1,363,209		1,134,148		2,708,199		2,182,204

Income (loss) from continuing operations before income taxes and other items	109,327		6,844		160,041		10,850
Income tax (expense) benefit	(3,065)		2,221		(8,078)		(1,722)
Income (loss) from unconsolidated entities	(7,058)		(7,976)		(9,942)		5,073
Gain (loss) on real estate dispositions, net	(3,532)		44,668		19,402		103,748
Income (loss) from continuing operations	95,672		45,757		161,423		117,949

Net income	95,672		45,757		161,423		117,949
Less: Net income (loss) attributable to noncontrolling interests(1)	5,888		19,500		9,714		20,146
Net income (loss) attributable to common stockholders	$	89,784	$	26,257	$	151,709	$	97,803

Weighted average number of common shares outstanding:
Basic	454,327		417,452		450,865		417,360
Diluted	457,082		419,305		453,455		419,205

Earnings per share:
Basic:
Income (loss) from continuing operations	$	0.21	$	0.11	$	0.36	$	0.28
Net income (loss) attributable to common stockholders	$	0.20	$	0.06	$	0.34	$	0.23

Diluted:
Income (loss) from continuing operations	$	0.21	$	0.11	$	0.36	$	0.28
Net income (loss) attributable to common stockholders(2)	$	0.20	$	0.06	$	0.33	$	0.23

Dividends declared and paid per common share	$	0.61	$	0.61	$	1.22	$	1.22

(1) Includes amounts attributable to redeemable noncontrolling interests.

(2) Includes adjustment to the numerator for income (loss) attributable to OP unitholders

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Net income	$	95,672	$	45,757	$	161,423	$	117,949

Other comprehensive income (loss):
Foreign currency translation gain (loss)	(306,723)		12,994		(373,671)		57,204
Derivative and financial instruments designated as hedges gain (loss)	284,081		(9,808)		336,021		(29,845)
Total other comprehensive income (loss)	(22,642)		3,186		(37,650)		27,359

Total comprehensive income (loss)	73,030		48,943		123,773		145,308
Less: Total comprehensive income (loss) attributable to noncontrolling interests(1)	(10,031)		22,498		(4,057)		26,949
Total comprehensive income (loss) attributable to common stockholders	$	83,061	$	26,445	$	127,830	$	118,359

(1) Includes amounts attributable to redeemable noncontrolling interests.

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


	Six Months Ended June 30, 2022
	Common Stock		Capital in Excess of Par Value		Treasury Stock		Cumulative Net Income		Cumulative Dividends		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balances at January 1, 2022	$	448,605	$	23,133,641	$	(107,750)	$	8,663,736	$	(14,380,915)	$	(121,316)	$	960,578	$	18,596,579
Comprehensive income:
Net income (loss)							61,925						2,752		64,677
Other comprehensive income (loss)											(17,156)		1,465		(15,691)
Total comprehensive income															48,986
Net change in noncontrolling interests			(63,026)										(128,305)		(191,331)
Amounts related to stock incentive plans, net of forfeitures	166		7,279		(4,768)										2,677
Net proceeds from issuance of common stock	6,605		542,218												548,823
Dividends paid:
Common stock dividends									(273,668)						(273,668)
Balances at March 31, 2022	$	455,376	$	23,620,112	$	(112,518)	$	8,725,661	$	(14,654,583)	$	(138,472)	$	836,490	$	18,732,066
Comprehensive income:
Net income (loss)							89,785						4,409		94,194
Other comprehensive income (loss)											(6,724)		(15,116)		(21,840)
Total comprehensive income															72,354
Net change in noncontrolling interests			(6,760)										118,793		112,033
Adjustment to members' interest from change in ownership in Welltower OP			46,861										(46,861)		—
Amounts related to stock incentive plans, net of forfeitures	20		6,551		827										7,398
Net proceeds from issuance of common stock	9,382		798,277												807,659

Dividends paid:
Common stock dividends									(277,615)						(277,615)
Balances at June 30, 2022	$	464,778	$	24,465,041	$	(111,691)	$	8,815,446	$	(14,932,198)	$	(145,196)	$	897,715	$	19,453,895


	Six Months Ended June 30, 2021
	Common Stock		Capital in Excess of Par Value		Treasury Stock		Cumulative Net Income		Cumulative Dividends		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balances at January 1, 2021	$	418,691	$	20,823,145	$	(104,490)	$	8,327,598	$	(13,343,721)	$	(148,504)	$	908,853	$	16,881,572
Comprehensive income:
Net income (loss)							71,546						(177)		71,369
Other comprehensive income (loss)											20,368		3,729		24,097
Total comprehensive income															95,466
Net change in noncontrolling interests			(14,250)										(20,266)		(34,516)
Amounts related to stock incentive plans, net of forfeitures	175		5,393		(2,029)										3,539
Net proceeds from issuance of common stock			(92)												(92)

Dividends paid:
Common stock dividends									(254,952)						(254,952)
Balances at March 31, 2021	$	418,866	$	20,814,196	$	(106,519)	$	8,399,144	$	(13,598,673)	$	(128,136)	$	892,139	$	16,691,017
Comprehensive income:
Net income (loss)							26,257						19,695		45,952
Other comprehensive income (loss)											188		2,919		3,107
Total comprehensive income															49,059
Net change in noncontrolling interests			(17,377)										15,630		(1,747)
Amounts related to stock incentive plans, net of forfeitures	51		4,504		(2,114)										2,441
Net proceeds from issuance of common stock	5,016		360,515												365,531
Dividends paid:
Common stock dividends									(255,472)						(255,472)
Balances at June 30, 2021	$	423,933	$	21,161,838	$	(108,633)	$	8,425,401	$	(13,854,145)	$	(127,948)	$	930,383	$	16,850,829

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

WELLTOWER INC. AND SUBSIDIARIES

(In thousands)


	Six Months Ended
	June 30,
	2022		2021
Operating activities:
Net income	$	161,423	$	117,949
Adjustments to reconcile net income to net cash provided from (used in) operating activities:
Depreciation and amortization	614,383		485,311
Other amortization expenses	11,433		8,854
Provision for loan losses	(639)		7,580
Impairment of assets	—		47,260
Stock-based compensation expense	13,466		10,333
Loss (gain) on derivatives and financial instruments, net	1,171		1,575
Loss (gain) on extinguishment of debt, net	591		50,969
Loss (income) from unconsolidated entities	9,942		(5,073)
Rental income less than (in excess of) cash received	(51,445)		9,688
Amortization related to above (below) market leases, net	(803)		(926)
Loss (gain) on real estate dispositions, net	(19,402)		(103,748)
Distributions by unconsolidated entities	9,590		4,841
Increase (decrease) in accrued expenses and other liabilities	7,234		18,569
Decrease (increase) in receivables and other assets	(37,613)		(14,269)
Net cash provided from (used in) operating activities	719,331		638,913

Investing activities:
Cash disbursed for acquisitions, net of cash acquired	(1,471,767)		(661,285)
Cash disbursed for capital improvements to existing properties	(200,069)		(94,483)
Cash disbursed for construction in progress	(286,427)		(144,344)
Capitalized interest	(11,866)		(9,358)
Investment in loans receivable	(117,565)		(918,407)
Principal collected on loans receivable	161,180		248,841
Other investments, net of payments	3,919		3,030
Contributions to unconsolidated entities	(307,513)		(233,296)
Distributions by unconsolidated entities	13,641		171,250
Proceeds from (payments on) derivatives	27,302		(13,762)
Proceeds from sales of real property	103,904		446,680
Net cash provided from (used in) investing activities	(2,085,261)		(1,205,134)

Financing activities:
Net increase (decrease) under unsecured credit facility and commercial paper	29,065		—
Net proceeds from issuance of senior unsecured notes	1,040,232		1,208,241
Payments to extinguish senior unsecured notes	—		(1,533,752)
Net proceeds from the issuance of secured debt	10,344		—
Payments on secured debt	(226,854)		(98,263)
Net proceeds from the issuance of common stock	1,357,561		366,464

Payments for deferred financing costs and prepayment penalties	(4,081)		(72,251)
Contributions by noncontrolling interests(1)	38,065		65,982
Distributions to noncontrolling interests(1)	(214,288)		(67,242)

Cash distributions to stockholders	(549,842)		(509,665)
Other financing activities	(6,586)		(7,628)
Net cash provided from (used in) financing activities	1,473,616		(648,114)
Effect of foreign currency translation on cash and cash equivalents and restricted cash	(12,190)		1,996
Increase (decrease) in cash, cash equivalents and restricted cash	95,496		(1,212,339)
Cash, cash equivalents and restricted cash at beginning of period	346,755		2,021,043
Cash, cash equivalents and restricted cash at end of period	$	442,251	$	808,704

Supplemental cash flow information:
Interest paid	$	207,031	$	221,294
Income taxes paid (received), net	5,462		1,922

(1) Includes amounts attributable to redeemable noncontrolling interests.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Welltower Inc., an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. We invest with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower Inc., a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties.

As of May 24, 2022, we are structured as an umbrella partnership REIT under which substantially all of our business is conducted through Welltower OP LLC, the day-to-day management of which is exclusively controlled by Welltower Inc. For additional information on the UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on March 7, 2022, April 1, 2022, May 25, 2022 and August 8, 2022. Unless stated otherwise or the context otherwise requires, references to "Welltower" mean Welltower Inc. and references to "Welltower OP" mean Welltower OP LLC. References to "we," "us" and "our" mean collectively Welltower, Welltower OP and those entities/subsidiaries owned or controlled by Welltower and/or Welltower OP. Welltower's weighted average ownership in Welltower OP was 99.628% for the three months ended June 30, 2022. As of June 30, 2022, Welltower owned 99.753% of the issued and outstanding units of Welltower OP with other investors owning the remaining 0.247% of outstanding units. We adjust the noncontrolling members' interest at the end of each period to reflect their interest in the net assets of Welltower OP.

2. Accounting Policies and Related Matters

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (such as normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2022 are not necessarily an indication of the results that may be expected for the year ending December 31, 2022. For further information, refer to the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.

Impact of COVID-19 Pandemic

The extent to which the COVID-19 pandemic impacts our operations and those of our operators and tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the direct and indirect economic effects of the pandemic and containment measures, the impact of new variants, the effectiveness of vaccines and the overall pace of recovery, among others. The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the future.

Our Seniors Housing Operating revenues are dependent on occupancy, which has steadily increased in recent months. As of June 30, 2022, nearly all communities are open for new admissions and allowing visitors, in-person tours and communal dining and activities. Average occupancy, excluding land parcels and properties under development, is as follows:


	Three Months Ended
	March 31,		June 30,		September 30,		December 31,
2021	72.7	%	73.0	%	74.9	%	76.3	%
2022	76.3	%	77.1	%

Property-level operating expenses associated with the COVID-19 pandemic related to our Seniors Housing Operating portfolio totaled $9,015,000 and $20,018,000 for the three and six months ended June 30, 2022, respectively, as compared to $16,948,000 and $44,924,000 during the three and six months ended June 30, 2021, respectively. These expenses were incurred as a result of public health measures and other regulations affecting our properties, as well as additional health and safety measures adopted by us and our operators related to the COVID-19 pandemic, including increases in labor and property cleaning expenses and expenditures related to our efforts to procure personal protective equipment and supplies. We expect total Seniors Housing Operating expenses to remain elevated during the pandemic and potentially beyond as these additional health and safety measures become standard practice.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In 2021 and 2022, we received government grants under the CARES Act primarily to cover increased expenses and lost revenue during the COVID-19 pandemic, as well as under similar programs in the U.K. and Canada. We recognized $21,804,000 and $27,564,000 during the three and six months ended June 30, 2022, respectively, as compared to $18,525,000 and $67,705,000 during the three and six months ended June 30, 2021, respectively. These grants represent a reduction to property operating expenses in our Consolidated Statements of Comprehensive Income.

Our Triple-net operators have experienced similar occupancy declines and operating costs as our Seniors Housing Operating properties. Additionally, long-term/post-acute care facilities are generally experiencing a higher degree of occupancy declines. These factors may continue to impact the ability of our Triple-net operators to make contractual rent payments to us in the future. Many of our Triple-net operators received funds under the CARES Act Paycheck Protection Program and Provider Relief Fund.

New Accounting Standards

•In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This ASU simplifies accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies the diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The ASU is effective for public business entities beginning after December 15, 2021 including interim periods within those fiscal years. The adoption of this standard did not have a significant impact on our consolidated financial statements.

•In March 2020, the FASB issued an amendment to the reference rate reform standard, which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting. An example of such reform is the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform. The new standard was effective for us upon issuance and elections can be made through December 31, 2022. We are currently evaluating our options with regards to existing contracts and hedging relationships and the impact of adopting this update on our consolidated financial statements.

3. Real Property Acquisitions and Development

The total purchase price for all properties acquired has been allocated to the tangible and identifiable intangible assets and liabilities at cost on a relative fair value basis. Liabilities assumed and any associated noncontrolling interests are reflected at fair value. The results of operations for these acquisitions have been included in our consolidated results of operations since the date of acquisition and are a component of the appropriate segments. Transaction costs primarily represent costs incurred with acquisitions, including due diligence costs, fees for legal and valuation services, termination of pre-existing relationships computed based on the fair value of the assets acquired, lease termination fees and other acquisition-related costs. Transaction costs related to asset acquisitions are capitalized as a component of purchase price and all other non-capitalizable costs are reflected in other expenses on our Consolidated Statements of Comprehensive Income.

WELLTOWER INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of our real property investment activity by segment for the periods presented (in thousands):


	Six Months Ended
	June 30, 2022								June 30, 2021
	Seniors Housing Operating		Triple-net		Outpatient Medical		Totals		Seniors Housing Operating		Triple-net		Outpatient Medical		Totals
Land and land improvements	$	130,282	$	—	$	26,714	$	156,996	$	25,636	$	30,849	$	29,735	$	86,220
Buildings and improvements	1,249,982		171		205,161		1,455,314		167,791		268,210		152,737		588,738
Acquired lease intangibles	77,705		—		26,836		104,541		10,679		—		6,274		16,953
Construction in progress	108,141		—		—		108,141		—		—		—		—

Right of use assets, net	169		—		3,852		4,021		—		—		—		—
Total net real estate assets	1,566,279		171		262,563		1,829,013		204,106		299,059		188,746		691,911
Receivables and other assets	6,091		—		260		6,351		634		—		8		642
Total assets acquired (1)	1,572,370		171		262,823		1,835,364		204,740		299,059		188,754		692,553
Secured debt	(219,067)		—		—		(219,067)		—		—		—		—
Lease liabilities	—		—		(3,852)		(3,852)		—		—		—		—
Accrued expenses and other liabilities	(11,937)		—		(393)		(12,330)		(2,923)		(8,703)		(266)		(11,892)
Total liabilities acquired	(231,004)		—		(4,245)		(235,249)		(2,923)		(8,703)		(266)		(11,892)
Noncontrolling interests (2)	(101,885)		(4)		(