Dispositions, Real Property Held for Sale and Impairment

3 Months Ended

Mar. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

Dispositions, Real Property Held for Sale and Impairment

We periodically sell properties for various reasons, including favorable market conditions, the exercise of tenant purchase options or reduction of concentrations (i.e., property type, relationship or geography). At March 31, 2025, 10 Seniors Housing Operating properties and five Triple-net properties with an aggregate real estate balance of $95,667,000 were classified as held for sale. Expected gross sales proceeds related to these held for sale properties are approximately $134,134,000.

The net book value of real property owned is reviewed quarterly on a property by property basis to determine if facts and circumstances suggest that a property may be impaired. If the estimated undiscounted cash flows indicate that the carrying value of the property will not be recoverable, the carrying of the property is reduced to the estimated fair market value and an impairment charge is recognized. Properties that meet the held for sale criteria are recorded at the lesser of fair value less costs to sell or the carrying value. During the three months ended March 31, 2025, we recorded impairment charges of $52,402,000 related to six Seniors Housing Operating properties and four Triple-net properties. During the three months ended March 31, 2024, we recorded $43,331,000 of impairment charges related to ten Seniors Housing Operating properties.

Operating results attributable to properties sold or classified as held for sale which do not meet the definition of discontinued operations are not reclassified on our Consolidated Statements of Comprehensive Income. We recognized income (loss) from continuing operations before income taxes and other items from properties sold or classified as held for sale as of March 31, 2025 of $(35,137,000) for the three months ended March 31, 2025 and $(35,808,000) for the same period in 2024.

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


	Three Months Ended
	March 31, 2025		March 31, 2024
Real estate dispositions:(1)
Seniors Housing Operating	$	289,755	$	39,985
Triple-net	181,940		—

Total dispositions	471,695		39,985
Gain (loss) on real estate dispositions and acquisitions of controlling interests, net	51,777		4,707
Net other assets/(liabilities) disposed	(468)		142
Non-cash consideration(2)	(205,341)		—
Cash proceeds from real estate dispositions	$	317,663	$	44,834

(1) Dispositions occurring in the three months ended March 31, 2025 include the disposition of unconsolidated equity method investments related to our Chartwell joint ventures. See discussion below for further information. Dispositions occurring in the three months ended March 31, 2024 include the disposition of an unconsolidated equity method investment that owned six Seniors Housing Operating properties.

(2) Non-cash consideration for the three months ended March 31, 2025 includes the value of the equity method investment attributed to the 16 sold Chartwell properties, as well as the value of our contribution of six consolidated properties to our seniors housing investment fund (See Note 8 for additional details).

Strategic Dissolution of Chartwell Joint Ventures

During the quarter ended March 31, 2025, we substantially dissolved our existing relationship with Chartwell in Canada in a transaction covering 39 previously unconsolidated Seniors Housing Operating properties. The transaction included the acquisition of Chartwell's interest in 23 properties and the sale of our interest in 16 properties to Chartwell.

We recorded net real estate investments of $474,384,000 related to the 23 acquired and now consolidated properties, which was comprised of $77,385,000 of cash consideration and $396,999,000 of non-cash consideration. Non-cash consideration

primarily includes $223,495,000 of assumed mortgage debt secured by the acquired properties, $78,538,000 of carryover investment from our prior equity method ownership interest, $85,435,000 of fair value interests in the 16 properties transferred by us to Chartwell and $9,531,000 of other net liabilities acquired. We also derecognized $41,064,000 of equity method investments related to the 16 properties retained by Chartwell and recorded a gain of $53,354,000 within gain (loss) on real estate dispositions and acquisitions of controlling interests, net within our Consolidated Statements of Comprehensive Income.

In conjunction with the transaction, operations for the 23 now wholly owned properties, along with operations for two other existing wholly-owned properties, transitioned to Cogir Management Corporation